Document Entity Information
Document Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Registrant Name | REDWIRE CORPORATION |
Entity Central Index Key | 0001819810 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | true |
BALANCE SHEET
BALANCE SHEET - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 28, 2020 | Jun. 21, 2020 | Feb. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Assets | ||||||||||
Prepaid expenses and other current assets | $ 5,122,000 | $ 1,109,000 | $ 158,000 | |||||||
Total current assets | 35,518,000 | 39,306,000 | 9,750,000 | |||||||
Total assets | 201,636,000 | 156,774,000 | 10,105,000 | |||||||
Current liabilities: | ||||||||||
Accounts payable | 5,954,000 | 7,158,000 | 1,647,000 | |||||||
Total current liabilities | 53,566,000 | 33,564,000 | 8,610,000 | |||||||
Total liabilities | 184,085,000 | 117,579,000 | 14,286,000 | |||||||
Commitments and Contingencies | ||||||||||
Shareholders' Equity: | ||||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 9,015,000 | |||||||||
Members' contribution/Additional paid-in capital | 55,173,000 | 53,063,000 | 10,000 | |||||||
Accumulated deficit | (37,949,000) | (14,374,000) | (13,198,000) | |||||||
Members' equity | 17,551,000 | 39,195,000 | $ (13,530,000) | $ 0 | (4,181,000) | $ (3,104,000) | ||||
Total liabilities and members' equity | 201,636,000 | 156,774,000 | $ 10,105,000 | |||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||
Assets | ||||||||||
Cash | 557,200 | 1,295,380 | ||||||||
Prepaid expenses and other current assets | 122,826 | 185,011 | ||||||||
Total current assets | 680,026 | 1,480,391 | ||||||||
Cash and marketable securities held in Trust Account | 166,290,257 | 166,243,614 | ||||||||
Total assets | 166,970,283 | 167,724,005 | ||||||||
Current liabilities: | ||||||||||
Accounts payable | 194,799 | 125,000 | ||||||||
Due to related party | 53,946 | 2,500 | ||||||||
Total current liabilities | 248,745 | 127,500 | ||||||||
Warrant liability | 41,166,837 | 36,549,753 | ||||||||
Deferred underwriting discount | 5,732,168 | 5,732,168 | ||||||||
Total liabilities | 47,147,750 | 42,409,421 | ||||||||
Commitments and Contingencies | ||||||||||
Class A ordinary shares subject to possible redemption, 11,853,653 shares at $10.15 per share | 114,822,525 | 120,314,578 | ||||||||
Shareholders' Equity: | ||||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||||||||
Members' contribution/Additional paid-in capital | 22,752,692 | 17,260,671 | ||||||||
Accumulated deficit | (17,753,600) | (12,261,549) | ||||||||
Members' equity | 5,000,008 | $ 5,000,010 | 5,000,006 | $ 0 | ||||||
Total liabilities and members' equity | 166,970,283 | 167,724,005 | [1] | |||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||
Shareholders' Equity: | ||||||||||
Common stock value | [2] | 409 | 431 | |||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||
Shareholders' Equity: | ||||||||||
Common stock value | $ 507 | $ 453 | ||||||||
[1] | Includes up to 218,094 Class B ordinary shares that were forfeited to the Company for no consideration due to the over-allotment option expiring unused on January 7, 2021. (See Note 4) | |||||||||
[2] | On January 7, 2021, 218,094 Class B ordinary shares were forfeited to the Company for no consideration due to the over-allotment option expiring partially unused. (See Note 6) |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - USD ($) | Sep. 02, 2021 | Jan. 07, 2021 | Nov. 27, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Nov. 16, 2020 | Jun. 22, 2020 | Dec. 31, 2019 |
Preferred stock shares issued | 0 | |||||||
Preferred stock shares outstanding | 0 | |||||||
Common stock shares issued | 0 | |||||||
Common stock shares outstanding | 0 | |||||||
Common stock shares subject to redemption | 526,587 | |||||||
Temporary equity, par or stated value per share | $ 0.0001 | |||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock shares authorized | 2,000,000 | 2,000,000 | ||||||
Preferred stock shares issued | 0 | 0 | ||||||
Preferred stock shares outstanding | 0 | 0 | ||||||
Number of shares issued | 16,377,622 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | |||||||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 218,094 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 1,377,622 | |||||||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 218,094 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||
Subsequent Event | ||||||||
Number of shares issued | 37,200,000 | |||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Preferred stock par value | $ 0.0001 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 230,000,000 | 230,000,000 | ||||||
Common stock shares issued | 4,523,969 | 5,065,058 | ||||||
Common stock shares outstanding | 4,523,969 | 5,065,058 | ||||||
Common stock shares subject to redemption | 11,853,653 | 11,312,564 | ||||||
Temporary equity, par or stated value per share | $ 10.15 | $ 10.15 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 1,377,622 | |||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares authorized | 20,000,000 | 20,000,000 | ||||||
Common stock shares issued | 4,312,500 | 4,094,406 | ||||||
Common stock shares outstanding | 4,312,500 | 4,094,406 | 4,312,500 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 218,094 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating loss | $ (6,238,000) | $ (22,795,000) | $ (1,619,000) | $ (16,946,000) | $ (3,216,000) | |||
Total other expense | (12,000) | 23,000 | 23,000 | 15,000 | 24,000 | |||
Net loss | $ (4,972,000) | $ (23,575,000) | $ (1,334,000) | $ (14,374,000) | $ (3,357,000) | |||
Weighted average ordinary shares outstanding, basic and diluted | 100 | 100 | 100 | |||||
Basic and diluted net loss per Unit | $ (50) | $ (236) | $ (144) | |||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
General and administrative expenses | $ 707,636 | $ 39,657 | $ 921,610 | |||||
Operating loss | (707,636) | (39,657) | (921,610) | |||||
Excess of fair value of Private Placement Warrants | (5,062,749) | (11,211,642) | (4,617,084) | |||||
Transaction costs | (1,021,001) | |||||||
Interest earned on marketable securities held in Trust Account | 18,185 | 10,751 | 46,643 | |||||
Total other expense | (5,044,564) | (12,221,892) | (4,570,441) | |||||
Net loss | $ (5,752,200) | $ 260,149 | $ (12,261,549) | $ (5,492,051) | ||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 16,377,622 | |||||||
Basic and diluted net loss per Unit | $ 0 | $ 0 | $ 0 | |||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 4,094,406 | 3,827,271 | 4,094,406 | |||||
Basic and diluted net loss per Unit | $ (1.40) | $ (3.20) | $ (1.35) |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - USD ($) | Sep. 02, 2021 | Jan. 07, 2021 | Nov. 27, 2020 | Dec. 31, 2020 |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 16,377,622 | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | |||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 218,094 | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 1,377,622 | |||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 218,094 | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||
Subsequent Event | ||||
Number of shares issued | 37,200,000 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Common StockCommon Class A [Member]CIK_0001819810_Genesis Park Acquisition Corp [Member] | Common StockCommon Class B [Member]CIK_0001819810_Genesis Park Acquisition Corp [Member] | Common Stock | Additional Paid-in CapitalCIK_0001819810_Genesis Park Acquisition Corp [Member] | Additional Paid-in Capital | Accumulated DeficitCIK_0001819810_Genesis Park Acquisition Corp [Member] | Accumulated Deficit | Common Class A [Member]CIK_0001819810_Genesis Park Acquisition Corp [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | Total | ||
As of beginning at Dec. 31, 2018 | $ 519,000 | $ (3,623,000) | $ (3,104,000) | |||||||||
As of beginning (in shares) at Dec. 31, 2018 | 3,628,585 | |||||||||||
Net Income (loss) | (3,357,000) | (3,357,000) | ||||||||||
As of ending (in shares) at Dec. 31, 2019 | 2,401,881 | |||||||||||
As of ending at Dec. 31, 2019 | 10,000 | (13,198,000) | (4,181,000) | |||||||||
As of beginning at Dec. 31, 2019 | 10,000 | (13,198,000) | (4,181,000) | |||||||||
As of beginning (in shares) at Dec. 31, 2019 | 2,401,881 | |||||||||||
Net Income (loss) | (1,334,000) | (1,334,000) | ||||||||||
As of ending (in shares) at Jun. 21, 2020 | 2,401,881 | |||||||||||
As of ending at Jun. 21, 2020 | $ 1,008,000 | (14,532,000) | (13,530,000) | |||||||||
As of beginning at Feb. 09, 2020 | 0 | 0 | ||||||||||
Net Income (loss) | (4,972,000) | |||||||||||
As of beginning at Feb. 09, 2020 | 0 | 0 | ||||||||||
Net Income (loss) | (14,374,000) | (14,374,000) | ||||||||||
As of ending (in shares) at Dec. 31, 2020 | 4,523,969 | 4,312,500 | [1] | |||||||||
As of ending at Dec. 31, 2020 | $ 453 | $ 431 | $ 17,260,671 | $ (12,261,549) | (14,374,000) | $ 5,000,006 | 39,195,000 | |||||
As of beginning at Jul. 28, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||||||
As of beginning (in shares) at Jul. 28, 2020 | 0 | 0 | [1] | |||||||||
Class B ordinary shares issued to Sponsor | $ 431 | 24,569 | 25,000 | |||||||||
Class B ordinary shares issued to Sponsor (Shares) | [1] | 4,312,500 | ||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 1,638 | 146,168,639 | 146,170,277 | |||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value ,Shares | 16,377,622 | |||||||||||
Offering costs | (8,619,144) | (8,619,144) | ||||||||||
Class A ordinary shares subject to possible redemption | $ (1,185) | (120,313,393) | (120,314,578) | |||||||||
Class A ordinary shares subject to possible redemption (Shares) | (11,853,653) | 11,853,653 | ||||||||||
Net Income (loss) | (12,261,549) | (12,261,549) | ||||||||||
As of ending (in shares) at Dec. 31, 2020 | 4,523,969 | 4,312,500 | [1] | |||||||||
As of ending at Dec. 31, 2020 | $ 453 | $ 431 | 17,260,671 | (12,261,549) | (14,374,000) | 5,000,006 | 39,195,000 | |||||
Net Income (loss) | 260,149 | 260,149 | ||||||||||
As of ending (in shares) at Mar. 31, 2021 | 4,498,339 | 4,094,406 | ||||||||||
As of ending at Mar. 31, 2021 | $ 450 | $ 409 | 17,000,551 | (12,001,400) | 5,000,010 | |||||||
As of beginning at Dec. 31, 2020 | $ 453 | $ 431 | 17,260,671 | (12,261,549) | $ (14,374,000) | 5,000,006 | 39,195,000 | |||||
As of beginning (in shares) at Dec. 31, 2020 | 4,523,969 | 4,312,500 | [1] | |||||||||
Class A ordinary shares subject to possible redemption (Shares) | 11,312,564 | |||||||||||
Net Income (loss) | (5,492,051) | (23,575,000) | ||||||||||
As of ending (in shares) at Jun. 30, 2021 | 5,065,058 | 4,094,406 | ||||||||||
As of ending at Jun. 30, 2021 | $ 507 | $ 409 | 22,752,692 | (17,753,600) | 5,000,008 | 17,551,000 | ||||||
As of beginning at Mar. 31, 2021 | $ 450 | $ 409 | 17,000,551 | (12,001,400) | 5,000,010 | |||||||
As of beginning (in shares) at Mar. 31, 2021 | 4,498,339 | 4,094,406 | ||||||||||
Net Income (loss) | (5,752,200) | (5,752,200) | ||||||||||
As of ending (in shares) at Jun. 30, 2021 | 5,065,058 | 4,094,406 | ||||||||||
As of ending at Jun. 30, 2021 | $ 507 | $ 409 | $ 22,752,692 | $ (17,753,600) | $ 5,000,008 | $ 17,551,000 | ||||||
[1] | Includes up to 218,094 Class B ordinary shares that were forfeited to the Company for no consideration due to the over-allotment option expiring unused on January 7, 2021. (See Note 4) |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) | Sep. 02, 2021 | Jan. 07, 2021 | Nov. 27, 2020 | Dec. 31, 2020 |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 16,377,622 | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | |||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 218,094 | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 16,377,622 | 16,377,622 | ||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 1,377,622 | |||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Number of shares issued | 218,094 | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||
Subsequent Event | ||||
Number of shares issued | 37,200,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||||
Net Income (loss) | $ (4,972,000) | $ (23,575,000) | $ (1,334,000) | $ (14,374,000) | $ (3,357,000) | |||
Changes in current assets and current liabilities: | ||||||||
Net cash (used in) provided by operating activities | (7,564,000) | (20,083,000) | 3,162,000 | (15,650,000) | 5,665,000 | |||
Cash Flows from Investing Activities: | ||||||||
Net cash used in investing activities | (64,042,000) | (35,185,000) | (250,000) | (85,322,000) | (191,000) | |||
Cash Flows from Financing Activities: | ||||||||
Net cash provided by financing activities | 86,504,000 | 40,714,000 | 1,361,000 | 122,705,000 | 818,000 | |||
Net (decrease) increase in cash and cash equivalents | $ 14,900,000 | (14,686,000) | 4,267,000 | 22,076,000 | 6,279,000 | |||
Cash, beginning of the period | $ 22,076,000 | 22,076,000 | $ 9,292,000 | |||||
Cash, end of period | $ 7,390,000 | $ 22,076,000 | 7,390,000 | 22,076,000 | $ 9,292,000 | |||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (loss) | (5,752,200) | 260,149 | (12,261,549) | (5,492,051) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Interest earned on marketable securities held in Trust Account | (10,751) | (46,643) | ||||||
Transaction costs | 1,021,001 | |||||||
Excess of fair value of Private Placement Warrants | 5,062,749 | 11,211,642 | 4,617,084 | |||||
Changes in current assets and current liabilities: | ||||||||
Prepaid expenses and other current assets | (185,011) | 62,185 | ||||||
Accounts payable | 125,000 | 69,799 | ||||||
Due to related party | 2,500 | |||||||
Net cash (used in) provided by operating activities | (97,168) | (789,626) | ||||||
Cash Flows from Investing Activities: | ||||||||
Purchase of investments held in Trust Account | (166,232,863) | |||||||
Net cash used in investing activities | (166,232,863) | |||||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from Initial Public Offering, net of underwriter's fees | 160,500,696 | |||||||
Proceeds from private placement | 7,732,168 | |||||||
Proceeds from issuance of promissory note to related party | 30,000 | |||||||
Repayment of promissory note to related party | (30,000) | |||||||
Payment of offering costs | (607,453) | |||||||
Net cash provided by financing activities | 167,625,411 | 51,446 | ||||||
Net Change in Cash | (738,180) | |||||||
Net (decrease) increase in cash and cash equivalents | 1,295,380 | |||||||
Cash, beginning of the period | $ 1,295,380 | 1,295,380 | ||||||
Cash, end of period | $ 557,200 | 1,295,380 | 557,200 | 1,295,380 | ||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Change in value of Class A ordinary shares subject to possible redemption | (21,295) | $ 5,492,053 | ||||||
Deferred underwriting commissions charged to additional paid-in capital | 5,732,168 | |||||||
Initial classification of warrant liability | 36,549,753 | |||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||||||
Ordinary shares redemption period one [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Value of Class A ordinary shares subject to possible redemption | 120,335,873 | 120,335,873 | ||||||
Ordinary shares redemption period two [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Value of Class A ordinary shares subject to possible redemption | $ 120,314,578 | $ 120,314,578 |
Organization and Business Opera
Organization and Business Operations | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Genesis Park Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from July 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of the warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2020 (the “Effective Date”). On November 27, 2020, the Company consummated the IPO of 16,377,622 units (the “Units”), including the issuance of 1,377,622 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Ordinary Share”), and one-half of one redeemable warrant (“Warrant”) entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $163,776,220 (Note 4). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with Genesis Park Holdings (“Sponsor”) for an aggregate of 7,292,541 warrants (“Sponsor Private Warrants”), each at a price of $1.00 per Sponsor Private Warrant, generating total proceeds of $7,292,541 and with Jefferies LLC (“Jefferies”), underwriter for the IPO, of an aggregate of 439,627 warrants (the “Jefferies Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”), each at a price of $1.00 per Jefferies Private Warrant, generating total proceeds of $439,627, which is described in Note 5. Offering costs amounted to $9,640,145 consisting of $3,275,524 of upfront underwriting discount, $5,732,168 deferred underwriter’s discount and $632,453 of other offering costs. Of the offering costs, $1,021,001 is included in transaction costs on the Statement of Operations and $8,619,144 is included in equity. Trust Account Following the closing of the IPO on November 27, 2020, an amount of $ 166,232,863 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrant was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “ Investment Company Act”), with a maturity of 185 days or less. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination within 18 months from November 27, 2020 (the “Combination Period”), the closing of the IPO. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the Company’s prior consent. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose any amendment to Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 months from the closing of the Proposed Public Offering (the “Combination Period”) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete its initial business combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial shareholders acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination the Combination Period. On January 13, 2021, the Company announced that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on January 14, 2021. Those Units not separated will continue to trade on The New York Stock Exchange under the symbol “GNPK.U,” and the Class A Ordinary Shares and Warrants that are separated will trade on The New York Stock Exchange under the symbols “GNPK” and “GNPK WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants. (See Note 4) Liquidity and Capital Resources As of December 31, 2020, the Company had cash outside the Trust Account of $1,295,380 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination, pay tax obligations or to redeem ordinary share. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, in exchange for the founder shares (see Note 6), the loan under an unsecured promissory note from the Sponsor of $30,000 (see Note 6), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The promissory note from the Sponsor was paid in full on November 27, 2020. The Company anticipates that the $1,295,380 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. | Note 1 - Description of Organization and Business Operations Organization and General Genesis Park Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. As of June 30, 2021, the Company had not yet commenced any operations. All activity for the period from July 29, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the Initial Public Offering (“IPO”) described below and its efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of the warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2020 (the “Effective Date”). On November 27, 2020, the Company consummated the IPO of 16,377,622 units (the “Units”), including the issuance of 1,377,622 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Ordinary Share”), and one-half of one redeemable warrant (“Warrant”) entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $163,776,220. On January 7, 2021, 218,094 Class B ordinary shares were forfeited to the Company for no consideration due to the over-allotment option expiring partially unused. (See Note 6). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with Genesis Park Holdings (“Sponsor”) for an aggregate of 7,292,541 warrants (“Sponsor Private Warrants”), each at a price of $1.00 per Sponsor Private Warrant, generating total proceeds of $7,292,541 and with Jefferies LLC (“Jefferies”), underwriter for the IPO, of an aggregate of 439,627 warrants (the “Jefferies Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”), each at a price of $1.00 per Jefferies Private Warrant, generating total proceeds of $439,627, which is described in Note 5. Trust Account Following the closing of the IPO on November 27, 2020, an amount of $166,232,863 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination by May 27, 2022 or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination by May 27, 2022 (the “Combination Period”), the eighteen month anniversary of the closing of the IPO. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the Company’s prior consent. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose any amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination by May 27, 2022 (the “Combination Period”) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete its initial business combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial shareholders acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the Combination Period. On January 13, 2021, the Company announced that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on January 14, 2021. Those Units not separated will continue to trade on The New York Stock Exchange under the symbol “GNPK.U,” and the Class A Ordinary Shares and Warrants that are separated will trade on The New York Stock Exchange under the symbols “GNPK” and “GNPK WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants. (See Note 6) Liquidity, Capital Resources and Going Concern As of June 30, 2021, the Company had cash outside the Trust Account of $557,200 available for working capital needs. All remaining funds held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination, to pay tax obligations or to redeem ordinary shares. As of June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Proposed Business Combination On March 25, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (as defined herein) (“Redwire”), and Redwire, LLC, a Delaware limited liability company (“Holdings”). Pursuant to the Merger Agreement, the parties thereto will enter into a Business Combination by which, (i) the Company shall domesticate 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,” and the Company after giving effect to the Domestication, “New Redwire”), (ii) Merger Sub will merge with and into Redwire, with Redwire being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, Redwire will merge with and into the Company, with the Company being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). The proposed Business Combination is expected to be consummated after the required approval by the shareholders of the Company and the satisfaction of certain closing conditions described in the Company’s Current Report on Form 8-K, as filed with the SEC on March 25, 2021. On August 11, 2021 the SEC declared effective the registration statement filed by the Company in relation to the Business Combination, which allowed the Company to proceed with soliciting a shareholder vote on the transaction. The aggregate consideration to be paid to Holdings (the “Closing Merger Consideration”) will be paid in a combination of stock and cash consideration. The cash consideration will be an amount equal to $75,000,000 (such amount, the “Closing Cash Consideration”). The remainder of the Closing Merger Consideration will be paid in (i) 37,200,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock,” and such shares, the “Closing Share Consideration”) and (ii) 2,000,000 warrants to purchase one share of Class A Common Stock per warrant (the “Closing Warrant Consideration”), with such amount of warrants corresponding to the forfeiture of certain warrants acquired by the Sponsor and Jefferies in connection with the IPO. In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to subscribe for and purchase, an aggregate of 10,000,000 shares of Class A Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”). The closing of the PIPE Financing is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the Transactions will be consummated immediately following the closing of the PIPE Financing. The Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Merger Agreement and (ii) the mutual written agreement of the parties thereto. The counterparties to certain of the Subscription Agreements are directors, officers or affiliates of the Company and such Subscription Agreements have been approved by the Company’s audit committee and board of directors in accordance with the company’s related persons transaction policy. |
Restatement of Previously issue
Restatement of Previously issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Restatement of Previously issued Financial Statements | Note 2 — Restatement of Previously issued Financial Statements On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination. The terms described in the SEC Statement are common in SPACs and are similar to the terms contained in the warrant agreement, dated as of November 23, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). In response to the SEC Statement, the Company reevaluated the accounting treatment of (i) the 8,188,811 redeemable warrants (the “Public Warrants”) that were included in the Units issued by the Company in the IPO and (ii) the 7,732,168 redeemable warrants that were issued to the Company’s Sponsor and Jefferies, an underwriter for the IPO, in a private placement that closed concurrently with the closing of the IPO (see Note 4, Note 5 and Note 7). The Company previously accounted for the Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that the terms of the Warrant Agreement preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, management concluded that the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at issuance (on the date of the consummation of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of the change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs related to the IPO and the Private Placement, which were previously charged to shareholders’ equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the Statement of Operations. The Company’s management and the audit committee of the Company’s board of directors concluded that it is appropriate to restate (i) the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from July 29, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K and (ii) certain items on the audited balance sheet dated as of November 27, 2020, as previously reported in a Current Report on Form 8-K filed with the SEC on December 3, 2020. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Reported Adjustment As restated Balance Sheet at November 27, 2020 Warrant liability $ — $ 36,549,753 $ 36,549,753 Total liabilities 5,680,163 36,549,753 42,229,916 Class A ordinary shares subject to possible redemption 156,885,627 (36,549,754) 120,335,873 Class A ordinary shares 92 360 442 Additional paid-in capital 5,007,093 12,232,284 17,239,377 Accumulated deficit (7,611) (12,232,643) (12,240,254) Total Shareholders’ Equity 5,000,005 1 5,000,006 Balance Sheet at December 31, 2020 Warrant liability $ — $ 36,549,753 $ 36,549,753 Total liabilities 5,859,668 36,549,753 42,409,421 Class A ordinary shares subject to possible redemption 156,864,332 (36,549,754) 120,314,578 Class A ordinary shares 93 360 453 Additional paid-in capital 5,028,387 12,232,284 17,260,671 Accumulated deficit (28,906) (12,232,643) (12,261,549) Total Shareholders’ Equity $ 5,000,005 $ 1 $ 5,000,006 Statement of Operations for the period from July 29, 2020 (inception) through December 31, 2020 Excess of fair value of Private Placement Warrants — (11,211,642) (11,211,642) Transaction costs $ — $ (1,021,001) $ (1,021,001) Total other income/(expense) 10,751 (12,232,643) (12,221,892) Net Loss (28,906) (12,232,643) (12,261,549) Basic and diluted net loss per share, Class B Ordinary shares $ 0.00 $ (3.20) (3.20) Statement of Cash Flows for the period from July 29, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (28,906) $ (12,232,643) $ (12,261,549) Excess of fair value of Private Placement Warrants — 11,211,642 11,211,642 Transaction costs 1,021,001 1,021,001 Net cash used in operating activities (97,168) — (97,168) Supplemental disclosure of cash flow information: Class A ordinary shares subject to possible redemption 156,864,332 (36,549,754) 120,314,578 Initial classification of warrant liability — 36,549,753 36,549,753 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) | Note B – Summary of Significant Accounting Policies Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. 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, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Contingent consideration is 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 period using Level 3 unobservable inputs (Level 3). Any changes in the fair value of these contingent consideration payments are included in operating income in the consolidated statements of operations. Revenue Recognition Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers 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 under the guidance of ASC 606 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 within the context to which the transaction price is assigned and for which revenue is recognized over time. Once the Company identifies the performance obligations, the Company 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. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. 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. 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 fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material (“T&M”) contracts. 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: 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 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 over time 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. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component; the Company expects, at contract inception, 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 Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s consolidated balance sheets were $4,172 thousand as of December 31, 2020 (Successor), compared to $232 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract asset balances related to MIS only. Contract liability balances included in deferred revenue on the Company’s consolidated balance sheets were $15,665 thousand as of the December 31, 2020 (Successor), compared to $6,316 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract liability balances related to MIS only. Revenue recognized in the Successor 2020 and the Predecessor 2020 Period that was included in the contract liability balance as of December 31, 2019 (Predecessor) was $1,792 thousand and $4,551 thousand, respectively. Remaining Performance Obligations 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 those contracts accounted for under the “right to invoice” practical expedient. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $122,019 thousand. The Company expects to recognize approximately 60% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. Inventory 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 included in cost of sales in the consolidated statements of operations. Segment Information 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. Goodwill and Indefinite-Lived Assets 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 (see Note G). 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 the fair value of a reporting unit does not exceed its carrying value, the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. Long-Lived Assets The Company regularly evaluates its property, plant and equipment and intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment ASC 350, Intangibles—Goodwill and Other expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. Property, Plant and Equipment 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 are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under capital leases. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Property, plant and equipment life in years Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term 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 the results of operations. Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations (see Note C) and consist of identifiable finite-lived intangible assets, including technology, trademarks, and customer relationships. These 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 asset are consumed. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Research and Development Costs 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. Advertising Costs All advertising, promotional and marketing costs are expensed when incurred. During the Successor 2020 Period, Predecessor 2020 Period and Predecessor 2019 Period, advertising costs were $147 thousand, $86 thousand, and $155 thousand, respectively, and are including in Selling, general and administrative within the consolidated statements of operations. Equity-based Compensation The Company has a written compensatory benefit plan to provide incentives to existing or new employees, officers, managers, directors, and other service providers of the Company. Equity-based compensation cost is measured at the grant date based on the fair value of the award, which is calculated using the Black-Scholes Option Pricing Model (“OPM”). The vesting of the incentives is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation cost is deferred until the performance conditions are met. Once the performance conditions are met, unrecognized compensation cost is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation cost is recognized regardless of market conditions being met. Forfeitures are recognized in the period they occur. Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share Foreign Currency The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. The accounts of foreign subsidiaries are translated using exchange rates in effect at the end of the reporting period for assets and liabilities on the consolidated balance sheets and at average exchange rates during the reporting period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI”) includes foreign currency translation adjustments.The components of AOCI included $506 thousand, $1 thousand, $(8) thousand of foreign currency translation adjustments for the Successor 2020 Period, the Predecessor 2020 Period and the Predecessor 2019 Period, respectively. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and cash flows will be generally consistent with the current guidance. The new lease guidance will be effective for the year ending December 31, 2022 and will be applied using a modified retrospective transition method to either the beginning of the earliest period presented or the beginning of the year of adoption. The Company is currently evaluating the impact of adopting the new standard. The adoption of this standard will require the recognition of a right of use asset and liability on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,295,380 in cash at December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the Statement of Operations. Interest income is recognized when earned. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to shareholders’ equity or the Statement of Operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $9,640,145 (consisting of $3,275,524 of underwriting fee, $5,732,168 of deferred underwriting fee and $632,453 of other offering costs) were recognized with $1,021,001 allocated to the Public Warrants and Private Warrants, included in the Statement of Operations as a component of other income/(expense) and $8,619,144 included in shareholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, which were previously charged to shareholders’ equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the Statement of Operations. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. See Note 7 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Loss Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s Statement of Operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net loss per ordinary share: For the period ended December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,751 Net Earnings 10,751 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (1) $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (12,272,300) Non-Redeemable Net Loss $ (12,272,300) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 3,827,271 Loss/Basic and Diluted Non-Redeemable Ordinary Shares (1) $ (3.20) (1) Calculated from original date of issuance Weighted average shares were reduced for the effect of an aggregate of 267,135 shares of Class B ordinary shares that were forfeited since the over-allotment option was not exercised by the underwriters (see Note 6). As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $557,200 and $1,295,380 in cash at June 30, 2021 and December 31, 2020. Investments Held in Trust Account Investments held in Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (other than the Warrants), which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instnunents in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its o-wn assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are mwbservable. See Note 7 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income (loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with (i) the IPO, and (ii) the Private Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net income per ordinary share: Six months ended Three months ended June 30, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 46,643 $ 18,185 Net Earnings 46,643 18,185 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss Non-Redeemable Net Income $ (5,538,694) $ (5,770,385) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 4,094,406 $ 4,094,406 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ (1.35) $ (1.41) As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Initial Public Offering
Initial Public Offering | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 16,377,622 Units, including 1,377,622 Units as a result of the underwriter’s partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 4). Warrants Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination or within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each warrantholder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. ● If and when the warrants become redeemable by the Company, the Company may exercise its redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were initially offered by the Company in IPO. | Note 3 - Initial Public Offering Pursuant to the IPO, the Company sold 16,377,622 Units, including 1,377,622 Units as a result of the underwriter’s partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. |
Private Placement
Private Placement | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,292,541 Sponsor Private Warrants and Jefferies, an underwriter for the IPO, purchased an aggregate of 439,627 Jefferies Private Warrants, at a price of $1.00 per unit, for an aggregate purchase price of $7,732,168. A portion of the proceeds from the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | Note 5 - Private Placement As of June 30, 2021 and December 31, 2020 there were 7,732,168 Private Warrants outstanding. Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,292,541 Sponsor Private Warrants and Jefferies, an underwriter for the IPO, purchased an aggregate of 439,627 Jefferies Private Warrants, at a price of $1.00 per Warrant, for an aggregate purchase price of $7,732,168. A portion of the proceeds from the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | Note S — Related Parties During the Successor 2021 Period, Cosmos Intermediate, LLC paid $1,224 thousand in fees to AEI, of which $324 thousand related to management fees and $900 thousand related to transaction fees. As of June 30, 2021, $162 thousand of the related party management fees is included in accounts payable on the condensed consolidated balance sheet. AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP and AE Industrial Partners Fund II-B, LP, the Company’s majority owners (collectively, “AE”), entered into a written support letter, dated as of July 6, 2021, with the Company to provide additional funding of up to $20,000 thousand to support its operating, investing and financing activities, in each case to the extent the Company is unable to obtain such support from another source. This additional liquidity commitment extends through the earlier of July 15, 2022, or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. The letter was renewed on August 20, 2021 with the same terms through the earlier of September 15, 2022 or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. During the Successor Q2 2020 Period, the Successor paid $1,860 thousand in fees to AEI, of which $200 thousand related to an annual management fee and $1,660 thousand related to transaction fees. The Company made a $4,874 thousand payment to AEI in October 2020, which was reflected as an intercompany receivable due from AEI on the consolidated balance sheet as of December 31, 2020. This amount was repaid in February 2021. | Note T – Related Parties On June 5, 2020, Cosmos Parent, LLC acquired the customer contracts and all intellectual property, including the name “Redwire”, and all of Redwire’s trademarks and goodwill associated therewith, from certain officers of the Company in exchange for 300,000 Parent Units valued at $1.00 each. The Company made $4,874 thousand payment to AE in October 2020, which is reflected as an intercompany receivable due from AE on the consolidated balance sheet as of December 31, 2020 (Successor). This amount was repaid in February 2021. The Company paid $2,726 thousand in acquisition support fees to AE, of which $500 thousand related to an annual management fee and $2,226 thousand related to deal closing fees from the acquisition funds flow statements. | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On July 30, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On November 16, 2020, the Sponsor surrendered an aggregate of 1,437,500 founder shares, which were cancelled, resulting in an aggregate of 4,312,500 shares outstanding and held by the Sponsor. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. On November 27, 2020, the underwriter partially exercised the over-allotment option resulting in 344,406 Founder Shares no longer subject to forfeiture. The underwriter has a 45-day option to exercise the over-allotment. At December 31, 2020, 218,094 shares remain subject to forfeiture. On January 7, 2021 the underwriter’s 45-day over-allotment option expired resulting in 218,094 founder shares forfeited to the company for no consideration. (See Note 4) The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, (1) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and due on the earlier of March 31, 2021 or the closing of the IPO. As of December 31, 2020, the Company had repaid in full $30,000 in borrowings that was outstanding under the promissory note. The loan was repaid out of the offering proceeds not held in the Trust Account. Due to Related Party The balance of $2,500 represents the amount accrued for the administrative support services provided by Sponsor. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space, secretarial and administrative services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from November 27, 2020 (date of the IPO) to December 31, 2020 the Company has incurred $15,000 in fees for these services, of which $2,500 of such amount is included in due to related party on the accompanying balance sheet. | Note 6 - Related Party Transactions Founder Shares On July 30, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On November 16, 2020, the Sponsor surrendered an aggregate of 1,437,500 founder shares, which were cancelled, resulting in an aggregate of 4,312,500 shares outstanding and held by the Sponsor. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. On November 27, 2020, the underwriter partially exercised the over-allotment option resulting in 344,406 Founder Shares no longer subject to forfeiture. The underwriter had a 45-day option to exercise the over-allotment. On January 7, 2021 the underwriter’s 45-day over-allotment option expired resulting in 218,094 founder shares forfeited to the Company for no consideration. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, (1) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and due on the earlier of March 31, 2021 or the closing of the IPO. These loans were repaid in full on November 27, 2020. The Promissory Note is no longer available to the Company. Due to Related Party The Sponsor or an affiliate of the sponsor occasionally incurs expenses on behalf of the Company. The liability is non-interest bearing, due on demand, and as of June 30, 2021 and December 31, 2020, an aggregate of $53,946 and $2,500, respectively remains payable. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company entered into an agreement to pay monthly expenses for office space, administrative services, and support services to the Sponsor. The agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company. For the three and six month ended June 30, 2021, $53,329 was paid by a related party. Units The managing member of the Company’s sponsor, Genesis Park II, LP (“Genesis Park”), purchased 1,000,000 units in the IPO at the public offering price of $10.00 per unit, generating total proceeds of $10,000,000. Genesis Park has agreed to vote the Class A ordinary shares underlying such units in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting. Accordingly, it is possible that other public shareholders holding only 5,141,609 of the other public shares would be required to approve the Business Combination, depending on the number of shares that are present at the meeting to approve such transaction. Of this amount, 145,000 public shares may be held by certain of our directors who purchased such number of units in the IPO at the public offering price of $10.00 per unit, including Mr. Hobby, who purchased 100,000 of such shares and 50,000 public shares may be held by a manager of the general partner of Genesis Park. In addition, 2,547,125 public shares may be held by funds managed by Crescent Park (the “Crescent Park Funds”), which has, pursuant to a Voting and Support Agreement entered into with Holdings and Redwire, agreed, among other things, to vote all of the ordinary shares held by the Crescent Park Funds in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As a result of the fmmder shares, private placement warrants and units that Genesis Park may hold (directly or indirectly), it may have different interests with respect to a vote on an initial business combination than other public shareholders. Registration and Shareholder Rights Agreement The Company has previously entered into a registration and shareholder rights agreement pursuant to which its initial shareholders and their permitted transferees, if any, are entitled to certain registration rights with respect to the private placement warrants, the securities issuable upon conversion of working capital loans (if any), and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares. Pursuant to such registration and shareholder rights agreement, the Sponsor, upon and following consummation of a Business Combination, will be entitled to nominate three individuals for election to the board of directors of the surviving company, as long as the Sponsor holds any securities covered by such registration and shareholder rights agreement. Genesis Park Investments in New Redwire In connection with the execution of the Merger Agreement, the Company entered into a subscription agreement with Genesis Park pursuant to which (i) the Company has agreed to issue and sell to Genesis Park, and Genesis Park has agreed to subscribe for and purchase from the Company, an aggregate of 1,000,000 shares of common stock of New Redwire (as defined herein) (“New Redwire Common Stock”) at a purchase price of $10.00 per share for aggregate gross proceeds of $10,000,000 and (ii) the Company entered into a subscription agreement with each of Mr. Hobby and Mr. Gibson, each of whom is a manager of the general partner of Genesis Park, and GP Three Holdings GP, LLC an entity controlled by Mr. Hobby (“GP III”) pursuant to which the Company has agreed to issue and sell to Mr. Hobby, Mr. Gibson and GP III, and each of Mr. Hobby, Mr. Gibson and GP III has agreed to subscribe for and purchase from the Company, an aggregate of 300,000 shares of New Redwire Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of $3,000,000. The obligation of each of (i) the Company, on the one hand, and Genesis Park, Mr. Hobby, Mr. Gibson and GP III, on the other hand, to consummate the purchase and sale of such 1,300,000 shares of New Redwire Common Stock pursuant to such subscription agreements, is in each case conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions. Each such subscription agreement has been approved by the Company’s audit committee in accordance with the Company’s related persons transaction policy and will terminate upon the earlier to occur of (i) the termination of the Merger Agreement and (ii) the mutual written agreement of the parties thereto. Following the consummation of the Business Combination, Genesis Park, Mr. Hobby, Mr. Gibson, GP III and the Sponsor will collectively own 6,544,406 shares of New Redwire Common Stock, which collectively will represent approximately 10.8% of the outstanding shares of New Redwire Common Stock, assuming that the maximum number of the Company’s Class A ordinary shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Minimum Closing Cash Condition of $185,000,000. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements Investment Held in Trust Account As of December 31, 2020, the investments in the Company’s Trust Account consisted of $95 in U.S. Money Market funds and $166,243,519 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on May 27, 2021. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Fair Value Carrying Gross Gross as of Value/Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 Fair values of its investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At December 31, 2020, the Company’s warrant liability was valued at $36,549,753. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s Statement of Operations. Recurring Fair Value Measurements The following table presents fair value information as of December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of U. S. Treasury Bills or U.S. Money Market, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. For the period ending December 31, 2020 there were to transfers into or out of Level 1, Level 2 or Level 3 classification. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Significant Significant Other Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 95 $ — $ — Investments held in Trust Account—U.S. Treasury $ 166,230,551 $ — $ — Liabilities Public Warrants $ — $ — $ 17,605,944 Private Warrants $ — $ — $ 18,943,809 Measurement The Company established the initial fair value for the Warrants on November 27, 2020, the date of the consummation of the Company’s IPO. On December 31, 2020 the fair value was remeasured. For both periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market. As such, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), Class A ordinary shares (permanent equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model and the modified Black-Scholes model were as follows at initial measurement and at December 31, 2020: November 27, 2020 Input (Initial Measurement) December 31, 2020 Risk-free interest rate 0.44 % 0.43 % Expected term (years) 5.0 5.0 Expected volatility 40.0 % 40.0 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % 80 % Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.00 The change in the fair value of the warrant liabilities for the period ended December 31, 2020 is summarized as follows: Fair value at issuance November 27, 2020 $ 36,549,753 Change in fair value — Fair Value at December 31, 2020 $ 36,549,753 | Note 7 — Recurring Fair Value Measurements Investments Held in Trust Account As of December 31, 2020, the investments in the Company’s Trust Account consisted of $95 in U.S. Money Market funds and $166,243,519 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on May 27, 2021. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Fair Value Value/ Gross Gross as of Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 At June 30, 2021, all of the Company’s trust assets on the consolidated balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At June 30, 2021 and December 31, 2020, the Company’s warrant liability was valued at $41,166,837 and $36,549,753, respectively. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Recurring Fair Value Measurements The following tables presents fair value information as of June 30, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist U.S. Money Market funds, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 2 of the fair value hierarchy. For the period ending June 30, 2021 the Public Warrants were reclassified from a Level 3 to a Level 2 classification. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: June 30, 2021 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 166,290,257 $ — $ — Invest Liabilities Public Warrants $ — $ 19,980,699 $ — Private Warrants $ — $ — $ 21,186,138 December 31, 2020 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—T-Bills $ 166,232,864 $ — $ — Invest Liabilities Public Warrants $ — $ 17,605,944 $ — Private Warrants $ — $ — $ 18,943,809 Measurement On June 30, 2021 and December 31, 2020, the Company used a modified Black-Scholes model to value the Private Warrants. The warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the modified Black Scholes model were as follows at December 31, 2020 and at June 30, 2021: Input December 31, 2020 June 30, 2021 Risk-free interest rate 0.43 % 0.90 % Expected term (years) 5.0 5.17 Expected volatility 40.0 % 32.5 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % N/A Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.31 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Warrants classified as Level 3: Fair value at December 31, 2020 $ 36,549,753 Public Warrants reclassified to level 2 (1) (17,933,496) Change in fair value 2,569,881 Fair Value at June 30, 2021 $ 21,186,138 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | Note N — Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s condensed consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. | Note N – Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) private placement warrants, which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such private placement warrants, (iii) private placement warrants that may be issued upon conversion of working capital loans (and the securities underlying such warrants) and (iv) the units purchased by Genesis Park in this offering and the Class A ordinary shares and warrants comprising the units (including the Class A ordinary shares underlying the warrants in the units) will have registration rights to require the Company to register a sale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration and shareholder rights agreement. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriter had a 45-day On November 27, 2020, the underwriter was paid a cash underwriting fee of 2% of the gross proceeds of the Initial Public Offering, $3,275,524. In addition, $0.35 per unit, or $5,732,168 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. As of December 31, 2020, the remaining overallotment option was not exercised. (See Note 4) | Note 8 – Commitments and Contingencies Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such private placement warrants, (iii) private placement warrants that may be issued upon conversion of working capital loans (and the securities underlying such warrants) and (iv) the units purchased by Genesis Park in the IPO and the Class A ordinary shares and warrants comprising the units (including the Class A ordinary shares underlying the warrants in the units) have registration rights to require the Company to register a sale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration and shareholder rights agreement. These holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriter had a 45-day option beginning November 27, 2020 to purchase up to an additional 2,250,000 additional Units to cover over-allotments. On November 27, 2020, the underwriter partially exercised its over-allotment option and purchased an additional 1,377,622 Units. In January 2021 the option to purchase the remaining Units expired unused. In addition, $0.35 per unit, or $5,732,168 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholder's Equity
Shareholder's Equity | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Shareholder's Equity | Note O — Equity The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding as of June 30, 2021 and as of December 31, 2020. Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The Cosmos Intermediate LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. | Note O – Equity Predecessor Prior to October 11, 2019 the Predecessor had one class of issued and outstanding shares of common stock (“Common Stock”). On October 11, 2019 the Predecessor filed an amended and restated certificate of incorporation that reallocated the Predecessor’s Common Stock to a new class of common stock: Class F common stock (“Class F Common Stock”). Effective October 11, 2019 two and one half-tenth outstanding Profits, losses, and distributions of the Predecessor were allocated among the classes of shares, as provided for in the amended and restated certificate of incorporation. Pursuant to the Successor’s acquisition of MIS on June 22, 2020, there were no shares Common Class issued outstanding Successor The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Shareholder's Equity | Note 9 — Shareholders’ Equity Preference shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding 45-day Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon the consummation of the IPO, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to one. | Note 9 – Shareholders’ Equity Preference shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon the consummation of the IPO, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. On August 12, 2021, the Sponsor, as the holder of all of the Class B ordinary shares, waived the foregoing anti-dilution rights in connection with the issuances contemplated by the Merger Agreement and the Subscription Agreements. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to one. |
Subsequent Events
Subsequent Events | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | Note T — Subsequent Events On July 6, 2021, AE entered into a written support letter with the Company. The letter was renewed on August 20, 2021. Refer to Note S — Related Parties for further details. On August 20, 2021, the Company executed a settlement agreement with the sellers of MIS regarding the contingent earnout payment set forth in the purchase agreement. The total fair value of the contingent earnout payment as of June 30, 2021, including the equity component is $11,491 thousand. Refer to Note C — MIS Acquisition for further details. On August 31, 2021, the Company repaid $172 thousand of outstanding principal on the SVB Loan. On September 2, 2021, the Company consummated the previously announced Merger pursuant to the business combination agreement dated March 25, 2021 by and among Genesis Park Acquisition Corp, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park Acquisition Corp, Cosmos and Holdings. Upon the closing of the Merger, Genesis Park Acquisition Corp was renamed to Redwire Corporation (“New Redwire”). The Merger is accounted for as a reverse recapitalization in which Genesis Park Acquisition Corp 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 was deemed the accounting predecessor and the combined entity will be the successor SEC registrant, New Redwire. As a result of the Merger, New Redwire issued 37,200,000 shares of common stock and paid $75,000 thousand to the Parent in exchange for units of the Company. New Redwire received aggregate gross proceeds of $110,583 thousand from the trust account and PIPE proceeds. Proceeds from the Merger were partially used to fund the $41,555 thousand repayment of the SVB Loan, including interest of $102 thousand, and transaction costs of $38,747 thousand. As the remaining proceeds increased New Redwire's cash balance in excess of the terms of the support letter, the AE liquidity commitment is no longer binding. On September 2, 2021, 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 purposes of the Financial Covenant, to redefine “Consolidated EBITDA”, and to reset the call protection terms. The Company has evaluated subsequent events after the condensed consolidated balance sheet of June 30, 2021 through the condensed consolidated financial statement issuance date and there were no additional subsequent events that required disclosure. | Note U – Subsequent Events The Successor has evaluated subsequent events from the date of the consolidated balance sheet through the date the consolidated financial statements were issued on May 11, 2021. On January 15, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Oakman Aerospace, Inc. (“Oakman”) in exchange for cash and equity. Oakman’s proprietary digital engineering modular, open systems software environment, ACORN, enables the next generation of digitally engineered spacecraft that optimizes the balance between cost and tailorability in spacecraft design and development. Under the terms of the securities purchase agreement, Oakman’s shareholders received purchase consideration of $15,159 thousand, $14,159 thousand of which was paid in cash and $1,000 thousand in equity. The Company drew $15,000 thousand on the Adams Street Delayed Draw Term Loan to finance the Oakman acquisition. On February 17, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Deployable Space Systems, Inc. (“DPSS”) in exchange for cash. DPSS’s mission is to develop new and enabling deployable technologies for space applications, transition emerging technologies to industry for infusion into future Department of Defense, NASA, and commercial programs and design, analyze, build, test and deliver on-time the highest quality deployable solar arrays, deployable structures and space system products available. Under the terms of the securities purchase agreement, DPSS’s shareholders received purchase consideration of $24,773 thousand in cash. The Company amended the Adams Street Capital Credit Agreement to increase the principal amount by an additional $32,000 thousand on the Adams Street Term Loan to finance the DPSS acquisition. On April 2, 2021, the Company subsequently amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. On March 24, 2021, the Company’s Parent amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021. The Company’s Parent also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of the Parent, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As of March 24, 2021, there was approximately $27,942 thousand of unrecognized compensation costs related to Incentive Units. On March 25, 2021, the Company’s Parent entered into the Merger Agreement by and among Genesis Park Acquisition Corp. (“Genesis Park”), Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park (“Merger Sub”), the Company, and the Company’s Parent. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which Merger Sub will merge with and into the Company, with the Company being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, the Company will merge with and into Genesis Park, with Genesis Park being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers”). | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any other subsequent events, other than as described below, that would have required adjustment or disclosure in the financial statements that are not already previously disclosed. The underwriter of the IPO was granted a 45-day Redwire Business Combination On March 25, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (“Cosmos”), and Redwire, LLC. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which, (i) the Company shall domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Companies Act of the Cayman Islands, (ii) Merger Sub will merge with and into Cosmos, with Cosmos being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, Cosmos will merge with and into the Company, with the Company being the surviving entity in the merger. For additional information regarding the Business Combination and the Merger Agreement and related agreements, see the Current Report on Form 8-K filed by the Company with the SEC on March 25, 2021. | Note 10– Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. The Company did not identify any other subsequent events, other than as described above, that would have required adjustment or disclosure in the consolidated financial statements that are not already previously disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. | Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. | |
Emerging Growth Company Status | Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. | ||
Net Loss Per Ordinary Share | Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share | ||
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. | ||
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | ||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,295,380 in cash at December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $557,200 and $1,295,380 in cash at June 30, 2021 and December 31, 2020. | |
Investment Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the Statement of Operations. Interest income is recognized when earned. | Investments Held in Trust Account Investments held in Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). | |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to shareholders’ equity or the Statement of Operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $9,640,145 (consisting of $3,275,524 of underwriting fee, $5,732,168 of deferred underwriting fee and $632,453 of other offering costs) were recognized with $1,021,001 allocated to the Public Warrants and Private Warrants, included in the Statement of Operations as a component of other income/(expense) and $8,619,144 included in shareholders’ equity. | ||
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, which were previously charged to shareholders’ equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the Statement of Operations. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. See Note 7 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (other than the Warrants), which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s Statement of Operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net loss per ordinary share: For the period ended December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,751 Net Earnings 10,751 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (1) $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (12,272,300) Non-Redeemable Net Loss $ (12,272,300) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 3,827,271 Loss/Basic and Diluted Non-Redeemable Ordinary Shares (1) $ (3.20) (1) Calculated from original date of issuance Weighted average shares were reduced for the effect of an aggregate of 267,135 shares of Class B ordinary shares that were forfeited since the over-allotment option was not exercised by the underwriters (see Note 6). As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with (i) the IPO, and (ii) the Private Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net income per ordinary share: Six months ended Three months ended June 30, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 46,643 $ 18,185 Net Earnings 46,643 18,185 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss Non-Redeemable Net Income $ (5,538,694) $ (5,770,385) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 4,094,406 $ 4,094,406 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ (1.35) $ (1.41) As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. | |
Risks and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Restatement of Previously iss_2
Restatement of Previously issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Summary Of Effect Of Restatement On Financial Statement | As Previously Reported Adjustment As restated Balance Sheet at November 27, 2020 Warrant liability $ — $ 36,549,753 $ 36,549,753 Total liabilities 5,680,163 36,549,753 42,229,916 Class A ordinary shares subject to possible redemption 156,885,627 (36,549,754) 120,335,873 Class A ordinary shares 92 360 442 Additional paid-in capital 5,007,093 12,232,284 17,239,377 Accumulated deficit (7,611) (12,232,643) (12,240,254) Total Shareholders’ Equity 5,000,005 1 5,000,006 Balance Sheet at December 31, 2020 Warrant liability $ — $ 36,549,753 $ 36,549,753 Total liabilities 5,859,668 36,549,753 42,409,421 Class A ordinary shares subject to possible redemption 156,864,332 (36,549,754) 120,314,578 Class A ordinary shares 93 360 453 Additional paid-in capital 5,028,387 12,232,284 17,260,671 Accumulated deficit (28,906) (12,232,643) (12,261,549) Total Shareholders’ Equity $ 5,000,005 $ 1 $ 5,000,006 Statement of Operations for the period from July 29, 2020 (inception) through December 31, 2020 Excess of fair value of Private Placement Warrants — (11,211,642) (11,211,642) Transaction costs $ — $ (1,021,001) $ (1,021,001) Total other income/(expense) 10,751 (12,232,643) (12,221,892) Net Loss (28,906) (12,232,643) (12,261,549) Basic and diluted net loss per share, Class B Ordinary shares $ 0.00 $ (3.20) (3.20) Statement of Cash Flows for the period from July 29, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (28,906) $ (12,232,643) $ (12,261,549) Excess of fair value of Private Placement Warrants — 11,211,642 11,211,642 Transaction costs 1,021,001 1,021,001 Net cash used in operating activities (97,168) — (97,168) Supplemental disclosure of cash flow information: Class A ordinary shares subject to possible redemption 156,864,332 (36,549,754) 120,314,578 Initial classification of warrant liability — 36,549,753 36,549,753 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of the basic and diluted net loss per Unit | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Six month period Period from ended June 30, February 10, 2020 2021 to June 30, 2020 Numerator: Net loss $ (23,575) $ (4,972) Denominator: Weighted average Units outstanding – basic and diluted 100 100 Basic and diluted loss per Unit $ (236) $ (50) | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Period from February 10, 2020 to December 31, 2020 Basic and diluted net income (loss) per Unit Numerator: Net loss $ (14,374) Denominator: Weighted average Units outstanding – basic and diluted 100 Basic and diluted net income (loss) per Unit (144) | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Schedule of the basic and diluted net loss per Unit | For the period ended December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,751 Net Earnings 10,751 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (1) $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (12,272,300) Non-Redeemable Net Loss $ (12,272,300) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 3,827,271 Loss/Basic and Diluted Non-Redeemable Ordinary Shares (1) $ (3.20) (1) Calculated from original date of issuance | Six months ended Three months ended June 30, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 46,643 $ 18,185 Net Earnings 46,643 18,185 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss Non-Redeemable Net Income $ (5,538,694) $ (5,770,385) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 4,094,406 $ 4,094,406 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ (1.35) $ (1.41) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) - CIK_0001819810_Genesis Park Acquisition Corp [Member] | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of Held To Maturity Securities | Fair Value Carrying Gross Gross as of Value/Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 | Carrying Fair Value Value/ Gross Gross as of Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 |
Summary of Financial Assets and Liabilities at Fair Value on Recurring Basis | Significant Significant Other Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 95 $ — $ — Investments held in Trust Account—U.S. Treasury $ 166,230,551 $ — $ — Liabilities Public Warrants $ — $ — $ 17,605,944 Private Warrants $ — $ — $ 18,943,809 | |
Summary of Key Inputs in Monte Carlo simulation model | November 27, 2020 Input (Initial Measurement) December 31, 2020 Risk-free interest rate 0.44 % 0.43 % Expected term (years) 5.0 5.0 Expected volatility 40.0 % 40.0 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % 80 % Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.00 | Input December 31, 2020 June 30, 2021 Risk-free interest rate 0.43 % 0.90 % Expected term (years) 5.0 5.17 Expected volatility 40.0 % 32.5 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % N/A Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.31 |
Summary of Change in Fair Value of Warrant Liabilities | Fair value at issuance November 27, 2020 $ 36,549,753 Change in fair value — Fair Value at December 31, 2020 $ 36,549,753 | Fair value at December 31, 2020 $ 36,549,753 Public Warrants reclassified to level 2 (1) (17,933,496) Change in fair value 2,569,881 Fair Value at June 30, 2021 $ 21,186,138 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of Financial Assets and Liabilities at Fair Value on Recurring Basis | June 30, 2021 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 166,290,257 $ — $ — Invest Liabilities Public Warrants $ — $ 19,980,699 $ — Private Warrants $ — $ — $ 21,186,138 December 31, 2020 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—T-Bills $ 166,232,864 $ — $ — Invest Liabilities Public Warrants $ — $ 17,605,944 $ — Private Warrants $ — $ — $ 18,943,809 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Nov. 27, 2020 | Jul. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 05, 2020 |
Nature Of Organization And Business Operations [Line Items] | ||||||
Sale of stock issue price per share | $ 1 | |||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 16,377,622 | |||||
Proceeds from initial public offering | $ 160,500,696 | |||||
Adjustment to additional paid in capital stock issuance costs | 8,619,144 | |||||
Offering costs in transaction costs on the Statement of Operations | $ 1,021,001 | 1,021,001 | ||||
Offering costs in transaction costs on equity | 8,619,144 | $ 8,619,144 | ||||
Payment to acquire restricted investments | $ 166,232,863 | |||||
Investment per share in restricted investment | $ 10.15 | |||||
Term of restricted investments | 185 days | |||||
Percentage of public shareholding to be redeemed in case business combination is not consummated | 100.00% | |||||
Time limit for completion of business combination | 18 months | |||||
Networth needed to effect business combination | $ 5,000,001 | |||||
Percentage of public shareholding that can be redeemed without any restriction | 15.00% | |||||
Public shareholding redeemable in case of non occurrence of business combination period | 18 months | |||||
Estimated expenses payable on dissolution | $ 100,000 | |||||
Cash in hand | 1,295,380 | $ 1,295,380 | $ 557,200 | |||
Stock shares issued during the period for services value | 25,000 | |||||
Proceeds from related party debt | 30,000 | |||||
Sponsor [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Stock shares issued during the period for services value | $ 25,000 | 25,000 | ||||
Sponsor [Member] | Promissory Note [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Proceeds from related party debt | $ 30,000 | |||||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 16,377,622 | 16,377,622 | ||||
Adjustment to additional paid in capital stock issuance costs | 9,640,145 | $ 9,640,145 | ||||
Underwriting discount | 3,275,524 | 3,275,524 | ||||
Deferred underwriting fees | 5,732,168 | 5,732,168 | $ 5,732,168 | |||
Other offering costs | $ 632,453 | $ 632,453 | ||||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 1,377,622 | |||||
Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights exercise price | $ 11.50 | |||||
Minimum | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Percentage of the assets in trust account of the prospective acquire | 80.00% | |||||
Equity method investment ownership percentage | 50.00% | |||||
Jefferies Private Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 439,627 | |||||
Jefferies Private Warrants [Member] | Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 439,627 | |||||
Class of warrants or rights issued during the period values | $ 439,627 | |||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Proceeds from initial public offering | $ 163,776,220 | |||||
Common Class A [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 16,377,622 | |||||
Class of warrants or rights exercise price | $ 11.50 | |||||
Sale of stock issue price per share | $ 10 | |||||
Proceeds from initial public offering | $ 163,776,220 | |||||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 1,377,622 | |||||
Common Class A [Member] | Minimum | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Temporary equity redemption price per share | $ 10.15 | |||||
Sponsor Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 7,292,541 | |||||
Sponsor Private Placement Warrants [Member] | Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 7,292,541 | |||||
Class of warrants or rights issue price per share | $ 1 | |||||
Class of warrants or rights issued during the period values | $ 7,292,541 | |||||
Sponsor And Jefferies Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issue price per share | $ 1 | |||||
Sponsor And Jefferies Private Placement Warrants [Member] | Private Placement [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issue price per share | 1 | |||||
Sponsor And Jefferies Private Placement Warrants [Member] | Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issue price per share | $ 1 |
Restatement of Previously iss_3
Restatement of Previously issued Financial Statements - Additional Information (Details) - CIK_0001819810_Genesis Park Acquisition Corp [Member] | 5 Months Ended |
Dec. 31, 2020shares | |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Redeemable warrants | 8,188,811 |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Redeemable warrants | 7,732,168 |
Restatement of Previously iss_4
Restatement of Previously issued Financial Statements - Summary Of Effect Of Restatement On Financial Statement (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 27, 2020 | Jul. 28, 2020 | Feb. 09, 2020 | Dec. 31, 2018 | |
Balance Sheet at : | ||||||||||||
Total liabilities | $ 184,085,000 | $ 117,579,000 | $ 184,085,000 | $ 117,579,000 | $ 14,286,000 | |||||||
Members' contribution/Additional paid-in capital | 55,173,000 | 53,063,000 | 55,173,000 | 53,063,000 | 10,000 | |||||||
Accumulated deficit | (37,949,000) | (14,374,000) | (37,949,000) | (14,374,000) | (13,198,000) | |||||||
Total shareholders' equity | 17,551,000 | 39,195,000 | 17,551,000 | $ (13,530,000) | 39,195,000 | (4,181,000) | $ 0 | $ (3,104,000) | ||||
Statement of Operations for the period from July 29, 2020 (inception) through December 31, 2020 | ||||||||||||
Total other income/(expense) | $ (12,000) | 23,000 | 23,000 | 15,000 | 24,000 | |||||||
Net Income (loss) | $ (4,972,000) | $ (23,575,000) | (1,334,000) | $ (14,374,000) | (3,357,000) | |||||||
Basic and diluted net loss per share, Class B Ordinary shares | $ (50) | $ (236) | $ (144) | |||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net Income (loss) | $ (4,972,000) | $ (23,575,000) | (1,334,000) | $ (14,374,000) | (3,357,000) | |||||||
Net cash used in operating activities | $ (7,564,000) | (20,083,000) | $ 3,162,000 | (15,650,000) | $ 5,665,000 | |||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Balance Sheet at : | ||||||||||||
Warrant liability | 41,166,837 | 36,549,753 | 41,166,837 | 36,549,753 | $ 36,549,753 | |||||||
Total liabilities | 47,147,750 | 42,409,421 | 47,147,750 | 42,409,421 | ||||||||
Members' contribution/Additional paid-in capital | 22,752,692 | 17,260,671 | 22,752,692 | 17,260,671 | ||||||||
Accumulated deficit | (17,753,600) | (12,261,549) | (17,753,600) | (12,261,549) | ||||||||
Total shareholders' equity | 5,000,008 | $ 5,000,010 | 5,000,006 | 5,000,008 | 5,000,006 | $ 0 | ||||||
Statement of Operations for the period from July 29, 2020 (inception) through December 31, 2020 | ||||||||||||
Excess of fair value of Private Placement Warrants | (5,062,749) | (11,211,642) | (4,617,084) | |||||||||
Transaction costs | 1,021,001 | |||||||||||
Total other income/(expense) | (5,044,564) | (12,221,892) | (4,570,441) | |||||||||
Net Income (loss) | (5,752,200) | 260,149 | (12,261,549) | (5,492,051) | ||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net Income (loss) | (5,752,200) | $ 260,149 | (12,261,549) | (5,492,051) | ||||||||
Change in fair value | $ 5,062,749 | 11,211,642 | 4,617,084 | |||||||||
Net cash used in operating activities | (97,168) | (789,626) | ||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Class A ordinary shares subject to possible redemption | (21,295) | $ 5,492,053 | ||||||||||
Initial classification of warrant liability | 36,549,753 | |||||||||||
As Previously Reported [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Balance Sheet at : | ||||||||||||
Total liabilities | 5,859,668 | 5,859,668 | 5,680,163 | |||||||||
Class A ordinary shares subject to possible redemption | 156,864,332 | 156,864,332 | 156,885,627 | |||||||||
Common stock value | 93 | 93 | 92 | |||||||||
Members' contribution/Additional paid-in capital | 5,028,387 | 5,028,387 | 5,007,093 | |||||||||
Accumulated deficit | (28,906) | (28,906) | (7,611) | |||||||||
Total shareholders' equity | 5,000,005 | 5,000,005 | 5,000,005 | |||||||||
Statement of Operations for the period from July 29, 2020 (inception) through December 31, 2020 | ||||||||||||
Total other income/(expense) | 10,751 | |||||||||||
Net Income (loss) | $ (28,906) | |||||||||||
Basic and diluted net loss per share, Class B Ordinary shares | $ 0 | |||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net Income (loss) | $ (28,906) | |||||||||||
Net cash used in operating activities | (97,168) | |||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Class A ordinary shares subject to possible redemption | 156,864,332 | |||||||||||
Adjustment [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Balance Sheet at : | ||||||||||||
Warrant liability | 36,549,753 | 36,549,753 | 36,549,753 | |||||||||
Total liabilities | 36,549,753 | 36,549,753 | 36,549,753 | |||||||||
Class A ordinary shares subject to possible redemption | (36,549,754) | (36,549,754) | (36,549,754) | |||||||||
Common stock value | 360 | 360 | 360 | |||||||||
Members' contribution/Additional paid-in capital | 12,232,284 | 12,232,284 | 12,232,284 | |||||||||
Accumulated deficit | (12,232,643) | (12,232,643) | (12,232,643) | |||||||||
Total shareholders' equity | 1 | 1 | 1 | |||||||||
Statement of Operations for the period from July 29, 2020 (inception) through December 31, 2020 | ||||||||||||
Excess of fair value of Private Placement Warrants | (11,211,642) | |||||||||||
Transaction costs | (1,021,001) | |||||||||||
Total other income/(expense) | (12,232,643) | |||||||||||
Net Income (loss) | $ (12,232,643) | |||||||||||
Basic and diluted net loss per share, Class B Ordinary shares | $ (3.20) | |||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net Income (loss) | $ (12,232,643) | |||||||||||
Change in fair value | 11,211,642 | |||||||||||
Transaction costs | 1,021,001 | |||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Class A ordinary shares subject to possible redemption | (36,549,754) | |||||||||||
Initial classification of warrant liability | 36,549,753 | |||||||||||
As restated [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Balance Sheet at : | ||||||||||||
Warrant liability | 36,549,753 | 36,549,753 | 36,549,753 | |||||||||
Total liabilities | 42,409,421 | 42,409,421 | 42,229,916 | |||||||||
Class A ordinary shares subject to possible redemption | 120,314,578 | 120,314,578 | 120,335,873 | |||||||||
Common stock value | 453 | 453 | 442 | |||||||||
Members' contribution/Additional paid-in capital | 17,260,671 | 17,260,671 | 17,239,377 | |||||||||
Accumulated deficit | (12,261,549) | (12,261,549) | (12,240,254) | |||||||||
Total shareholders' equity | 5,000,006 | $ 5,000,006 | $ 5,000,006 | |||||||||
Statement of Operations for the period from July 29, 2020 (inception) through December 31, 2020 | ||||||||||||
Excess of fair value of Private Placement Warrants | (11,211,642) | |||||||||||
Transaction costs | (1,021,001) | |||||||||||
Total other income/(expense) | (12,221,892) | |||||||||||
Net Income (loss) | $ (12,261,549) | |||||||||||
Basic and diluted net loss per share, Class B Ordinary shares | $ (3.20) | |||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net Income (loss) | $ (12,261,549) | |||||||||||
Change in fair value | 11,211,642 | |||||||||||
Transaction costs | 1,021,001 | |||||||||||
Net cash used in operating activities | (97,168) | |||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Class A ordinary shares subject to possible redemption | 120,314,578 | |||||||||||
Initial classification of warrant liability | $ 36,549,753 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Nov. 27, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Feb. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Line Items] | ||||||||
Unrecognized tax benefits | $ 1,671,000 | $ 1,671,000 | $ 1,671,000 | $ 1,671,000 | $ 1,275,000 | $ 639,000 | ||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Cash | 1,295,380 | 1,295,380 | $ 557,200 | |||||
Adjustments to additional paid in capital stock issuance costs | 8,619,144 | |||||||
Unrecognized tax benefits | 0 | 0 | 0 | |||||
Accrued interest and penalties | 0 | 0 | 0 | |||||
Cash subject to federal depository insurance | 250,000 | 250,000 | $ 250,000 | |||||
Offering costs in transaction costs on the Statement of Operations | 1,021,001 | 1,021,001 | ||||||
Offering costs in transaction costs on equity | 8,619,144 | 8,619,144 | ||||||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Adjustments to additional paid in capital stock issuance costs | 9,640,145 | $ 9,640,145 | ||||||
Underwriting discount | 3,275,524 | 3,275,524 | ||||||
Deferred underwriting fees | 5,732,168 | 5,732,168 | $ 5,732,168 | |||||
Other offering costs | $ 632,453 | $ 632,453 | ||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 267,135 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of the Net Earnings (Loss) per Common Share (Detail) - USD ($) | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Net Earnings (Loss) | $ (6,238,000) | $ (22,795,000) | $ (1,619,000) | $ (16,946,000) | $ (3,216,000) | ||||
Net loss | $ (4,972,000) | $ (23,575,000) | $ (1,334,000) | $ (14,374,000) | $ (3,357,000) | ||||
Basic and diluted | 100 | 100 | 100 | ||||||
Earnings/Income/Loss/Basic and Diluted | $ (50) | $ (236) | $ (144) | ||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Interest Income | $ 18,185 | $ 10,751 | $ 46,643 | ||||||
Net Earnings (Loss) | (707,636) | (39,657) | (921,610) | ||||||
Net loss | (5,752,200) | $ 260,149 | $ (12,261,549) | (5,492,051) | |||||
Class A Redeemable Ordinary Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Interest Income | $ 10,751 | 18,185 | 46,643 | ||||||
Net Earnings (Loss) | $ 10,751 | $ 18,185 | $ 46,643 | ||||||
Basic and diluted | 16,377,622 | 16,377,622 | 16,377,622 | ||||||
Earnings/Income/Loss/Basic and Diluted | $ 0 | $ 0 | $ 0 | ||||||
Non Redeemable Class B Ordinary Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Net Earnings (Loss) | $ (12,272,300) | ||||||||
Net loss | $ (12,272,300) | $ (5,770,385) | $ (5,538,694) | ||||||
Basic and diluted | 3,827,271 | 4,094,406 | 4,094,406 | ||||||
Earnings/Income/Loss/Basic and Diluted | $ (3.20) | $ (1.41) | $ (1.35) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Nov. 27, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 05, 2020 |
Initial Public Offer [Line Items] | ||||
Sale of stock issue price per share | $ 1 | |||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Stock issued during the period shares new issues | 16,377,622 | |||
Public Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Class of warrant or right redemption threshold consecutive trading days | trading days | 30 days | 30 days | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | 12 months | ||
Term of warrants | 5 years | 5 years | ||
Public Warrants [Member] | Share Trigger Price [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Class Of Warrants Redemption Price Per Unit | 0.01% | 0.01% | ||
Class Of Warrants Redemption Notice Period | 30 days | 30 days | ||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Stock issued during the period shares new issues | 16,377,622 | 16,377,622 | ||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Stock issued during the period shares new issues | 1,377,622 | |||
Common Class A [Member] | Share Trigger Price [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Share Redemption Trigger Price Per Share | $ 18 | |||
Warrant instrument redemption threshold consecutive trading days | 20 days | |||
Warrant instrument redemption threshold trading days | 30 days | |||
Common Class A [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Stock issued during the period shares new issues | 16,377,622 | |||
Sale of stock issue price per share | $ 10 | |||
Class of warrants or rights exercise price | $ 11.50 | |||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||
Initial Public Offer [Line Items] | ||||
Stock issued during the period shares new issues | 1,377,622 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | Nov. 27, 2020USD ($)$ / sharesshares |
Sponsor Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issued during the period shares | shares | 7,292,541 |
Jefferies Private Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issued during the period shares | shares | 439,627 |
Sponsor And Jefferies Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issue price per share | $ 1 |
Proceeds from issuance of warrants | $ | $ 7,732,168 |
Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights exercise price | $ 11.50 |
Private Placement [Member] | Sponsor Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issued during the period shares | shares | 7,292,541 |
Class of warrants or rights issue price per share | $ 1 |
Private Placement [Member] | Jefferies Private Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issued during the period shares | shares | 439,627 |
Private Placement [Member] | Sponsor And Jefferies Private Placement Warrants [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issue price per share | $ 1 |
Private Placement [Member] | Sponsor And Jefferies Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issue price per share | $ 1 |
Proceeds from issuance of warrants | $ | $ 7,732,168 |
Private Placement [Member] | Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights exercise price | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 02, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | Nov. 27, 2020 | Nov. 16, 2020 | Jul. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 22, 2020 | Jun. 21, 2020 |
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 0 | |||||||||||||
Face amount of debt | $ 1,022,000 | |||||||||||||
Fees paid to related party | $ 2,726,000 | |||||||||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||||||
Proceeds from related party debt | 30,000 | |||||||||||||
Fees and expenses related party transactions | $ 15,000 | |||||||||||||
Number of shares issued | 16,377,622 | |||||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | |||||||||||||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 218,094 | |||||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||||||||
Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Percentage of common stock outstanding | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | |||||||
Sponsor [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock shares issued during the period for services value | $ 25,000 | $ 25,000 | ||||||||||||
Sale of stock for services received issue price per share | $ 0.004 | |||||||||||||
Face amount of debt | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | |||||||
Debt instrument maturity date | Mar. 31, 2021 | Mar. 31, 2021 | ||||||||||||
Related party transaction amounts of transaction | 53,329 | $ 2,500 | $ 53,329 | |||||||||||
Sponsor [Member] | Working Capital Loan [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction amounts of transaction | 2,500 | |||||||||||||
Working capital loans outstanding | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | |||||||
Sponsor [Member] | Promissory Note [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 30,000 | |||||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fees paid to related party | $ 15,000 | |||||||||||||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 1,377,622 | |||||||||||||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||||||||
Common stock shares subject to forfeiture | 218,094 | |||||||||||||
Number of trading days for determining the share price | 45 days | 45 days | 45 days | |||||||||||
Number of shares issued | 218,094 | |||||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares subject to forfeiture | 562,500 | |||||||||||||
Percentage of common stock outstanding | 20.00% | |||||||||||||
Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 37,200,000 | |||||||||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares outstanding | 4,523,969 | 4,523,969 | 5,065,058 | 4,523,969 | 4,523,969 | 5,065,058 | 4,523,969 | |||||||
Share Price | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | |||||||
Number of consecutive trading days for determining the share price | 20 days | 20 days | ||||||||||||
Number of trading days for determining the share price | 30 days | 30 days | ||||||||||||
Common Class A [Member] | Lock In Period Two [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lock in period of shares held by the initial shareholders | 150 days | 150 days | ||||||||||||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 1,377,622 | |||||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | Working Capital Loan [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument convertible into shares amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Debt instrument, convertible, conversion price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||
Founder Shares Class B Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock shares issued during the period for services shares | 5,750,000 | |||||||||||||
Founder Shares Class B Common Stock [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock shares issued during the period for services shares | 5,750,000 | |||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||
Founder Shares Class B Common Stock [Member] | Lock In Period One [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lock in period of shares held by the initial shareholders | 1 year | 1 year | ||||||||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares issued share based payment arrangement forfeited | 1,437,500 | |||||||||||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,094,406 | 4,312,500 | 4,312,500 | 4,094,406 | 4,312,500 | ||||||
Common Class B [Member] | Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued share based payment arrangement forfeited | 218,094 | 218,094 | ||||||||||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | |||||||||
Common Class B [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||||||||
Common stock shares no longer subject to forfeiture | 344,406 | |||||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of trading days for determining the share price | 45 days | |||||||||||||
Number of shares issued | 218,094 | |||||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Additional Information (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 27, 2020 |
Fair Value | $ 166,243,614 | ||
Warrant liability | $ 41,166,837 | 36,549,753 | $ 36,549,753 |
U S Money Market [Member] | |||
Fair Value | 95 | ||
US Treasury Securities [Member] | |||
Fair Value | $ 166,243,519 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Held To Maturity Securities (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] | Dec. 31, 2020USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | $ 166,243,614 |
Gross Unrealized Gains | 10,751 |
Gross Unrealized Losses | (12,968) |
Fair Value | 166,230,646 |
U S Money Market [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | 95 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 95 |
US Treasury Securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | 166,243,519 |
Gross Unrealized Gains | 10,751 |
Gross Unrealized Losses | (12,968) |
Fair Value | $ 166,230,551 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of Financial Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Recurring - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Public Warrants [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ 0 | |
Public Warrants [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | |
Public Warrants [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 17,605,944 | |
Private Placement [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | |
Private Placement [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | |
Private Placement [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 18,943,809 | |
U.S. Money Market [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 166,290,257 | 95 |
U.S. Money Market [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
U.S. Money Market [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 0 | 0 |
US Treasury Securities [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 166,230,551 | |
US Treasury Securities [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | |
US Treasury Securities [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 0 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Summary of Key Inputs in Monte Carlo Simulation Model (Detail) - $ / shares | Nov. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 0.25% | ||||
Range of expected time to exit (years) | 3 years 6 months | ||||
Expected volatility | 70.10% | ||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Probability of completing a Business Combination | 80.00% | 80.00% | |||
Dividend yield | 0.00% | 0.00% | |||
Monte Carlo Simulation Model [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 0.44% | 0.43% | 0.43% | 0.90% | |
Range of expected time to exit (years) | 5 years | 5 years | 5 years | 5 years 2 months 1 day | |
Expected volatility | 40.00% | 40.00% | 40.00% | 32.50% | |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Dividend yield | 0.00% | 0.00% | |||
Expected stock price at De-SPAC | $ 10 | $ 10 | $ 10 | $ 10.31 | $ 10 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements - Summary of Change in Fair Value of Warrant Liabilities (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Changes In Fair Value Of Warrant Liabilities | |||
Fair value at beginning balance | $ 36,549,753 | ||
Change in fair value | $ 5,062,749 | $ 11,211,642 | 4,617,084 |
Fair Value at Ending balance | $ 41,166,837 | $ 36,549,753 | $ 41,166,837 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Nov. 27, 2020 | Dec. 31, 2020 |
Other Commitments [Line Items] | ||
Number of shares issued | 16,377,622 | |
Payment of stock issuance costs | $ 607,453 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Number of days given to the underwriters to exercise over allotment option | 45 days | |
Common stock subscribed but not yet issued | 2,250,000 | |
Number of shares issued | 1,377,622 | |
IPO [Member] | ||
Other Commitments [Line Items] | ||
Common stock subscribed but not yet issued | 2,250,000 | |
Number of shares issued | 16,377,622 | 16,377,622 |
Payment of stock issuance costs | $ 3,275,524 | |
Stock issuance costs as percentage of gross proceeds from initial public offer | 2.00% | |
Deferred underwriting fee payable per share | $ 0.35 | |
Deferred underwriting fees | $ 5,732,168 | $ 5,732,168 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - USD ($) | Sep. 02, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | Nov. 27, 2020 | Nov. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 22, 2020 |
Preferred stock shares issued | 0 | ||||||||
Preferred stock shares outstanding | 0 | ||||||||
Common stock shares issued | 0 | ||||||||
Common stock shares outstanding | 0 | ||||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred stock shares issued | 0 | 0 | 0 | 0 | |||||
Preferred stock shares outstanding | 0 | 0 | 0 | 0 | |||||
Number of shares issued | 16,377,622 | ||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | ||||||||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Number of shares issued | 218,094 | ||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | ||||||||
Public Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Preferred stock shares authorized | 2,000,000 | ||||||||
Subsequent Event | |||||||||
Number of shares issued | 37,200,000 | ||||||||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Number of shares issued | 16,377,622 | 16,377,622 | |||||||
Number of trading days for determining the share price | 45 days | ||||||||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Number of shares issued | 1,377,622 | ||||||||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Shares issued share based payment arrangement forfeited | 218,094 | ||||||||
Number of shares issued | 218,094 | ||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | ||||||||
Number of trading days for determining the share price | 45 days | 45 days | 45 days | ||||||
Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Percentage of common stock outstanding | 20.00% | 20.00% | 20.00% | 20.00% | |||||
Founder Shares [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Percentage of common stock outstanding | 20.00% | ||||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Preferred stock par value | $ 0.0001 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 230,000,000 | 230,000,000 | 230,000,000 | 230,000,000 | |||||
Common stock shares issued | 4,523,969 | 4,523,969 | 4,523,969 | 5,065,058 | |||||
Common stock shares outstanding | 4,523,969 | 4,523,969 | 4,523,969 | 5,065,058 | |||||
Common stock shares subject to redemption | 11,853,653 | 11,853,653 | 11,312,564 | ||||||
Number of trading days for determining the share price | 30 days | 30 days | |||||||
Common Class A [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Number of shares issued | 16,377,622 | ||||||||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Number of shares issued | 1,377,622 | ||||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock shares issued | 4,312,500 | 4,312,500 | 4,312,500 | 4,094,406 | |||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,094,406 | ||||
Shares issued share based payment arrangement forfeited | 1,437,500 | ||||||||
Common Class B [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Percentage of common stock outstanding | 20.00% | 20.00% | 20.00% | ||||||
Common Class B [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Shares issued share based payment arrangement forfeited | 218,094 | ||||||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Number of shares issued | 218,094 | ||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | ||||||||
Number of trading days for determining the share price | 45 days | ||||||||
Common Class B [Member] | Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | ||||||
Shares issued share based payment arrangement forfeited | 218,094 | 218,094 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Jan. 07, 2021 | Nov. 27, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | ||
Founder Shares Subject To Forfeiture [Member] | |||
Subsequent Event [Line Items] | |||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | ||
IPO [Member] | |||
Subsequent Event [Line Items] | |||
Number of trading days for determining the share price | 45 days | ||
Stock issued during the period shares new issues | 2,250,000 | ||
Over-Allotment Option [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during the period shares new issues | 2,250,000 | ||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | |||
Subsequent Event [Line Items] | |||
Number of trading days for determining the share price | 45 days | 45 days | 45 days |
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 28, 2020 | Jun. 21, 2020 | Feb. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Assets | ||||||||||
Prepaid expenses and other current assets | $ 5,122,000 | $ 1,109,000 | $ 158,000 | |||||||
Total current assets | 35,518,000 | 39,306,000 | 9,750,000 | |||||||
Total assets | 201,636,000 | 156,774,000 | 10,105,000 | |||||||
Current liabilities: | ||||||||||
Accounts payable | 5,954,000 | 7,158,000 | 1,647,000 | |||||||
Total current liabilities | 53,566,000 | 33,564,000 | 8,610,000 | |||||||
Total liabilities | 184,085,000 | 117,579,000 | 14,286,000 | |||||||
Commitments and Contingencies | ||||||||||
Shareholders' Equity: | ||||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 9,015,000 | |||||||||
Members' contribution/Additional paid-in capital | 55,173,000 | 53,063,000 | 10,000 | |||||||
Accumulated deficit | (37,949,000) | (14,374,000) | (13,198,000) | |||||||
Members' equity | 17,551,000 | 39,195,000 | $ (13,530,000) | $ 0 | (4,181,000) | $ (3,104,000) | ||||
Total liabilities and members' equity | 201,636,000 | 156,774,000 | $ 10,105,000 | |||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||
Assets | ||||||||||
Cash | 557,200 | 1,295,380 | ||||||||
Prepaid expenses and other current assets | 122,826 | 185,011 | ||||||||
Total current assets | 680,026 | 1,480,391 | ||||||||
Cash and marketable securities held in Trust Account | 166,290,257 | 166,243,614 | ||||||||
Total assets | 166,970,283 | 167,724,005 | ||||||||
Current liabilities: | ||||||||||
Accounts payable | 194,799 | 125,000 | ||||||||
Due to related party | 53,946 | 2,500 | ||||||||
Total current liabilities | 248,745 | 127,500 | ||||||||
Warrant liability | 41,166,837 | 36,549,753 | ||||||||
Deferred underwriting discount | 5,732,168 | 5,732,168 | ||||||||
Total liabilities | 47,147,750 | 42,409,421 | ||||||||
Commitments and Contingencies | ||||||||||
Class A ordinary shares subject to possible redemption, 11,312,564 and 11,853,653 shares at $10.15 per share, respectively | 114,822,525 | 120,314,578 | ||||||||
Shareholders' Equity: | ||||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||||||||
Members' contribution/Additional paid-in capital | 22,752,692 | 17,260,671 | ||||||||
Accumulated deficit | (17,753,600) | (12,261,549) | ||||||||
Members' equity | 5,000,008 | $ 5,000,010 | 5,000,006 | $ 0 | ||||||
Total liabilities and members' equity | 166,970,283 | 167,724,005 | [1] | |||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||
Shareholders' Equity: | ||||||||||
Common stock value | 507 | 453 | ||||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||
Shareholders' Equity: | ||||||||||
Common stock value | [2] | $ 409 | $ 431 | |||||||
[1] | Includes up to 218,094 Class B ordinary shares that were forfeited to the Company for no consideration due to the over-allotment option expiring unused on January 7, 2021. (See Note 4) | |||||||||
[2] | On January 7, 2021, 218,094 Class B ordinary shares were forfeited to the Company for no consideration due to the over-allotment option expiring partially unused. (See Note 6) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 07, 2021 | Dec. 31, 2020 | Nov. 16, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Nov. 27, 2020 | Jun. 22, 2020 | Dec. 31, 2019 |
Preferred stock shares issued | 0 | |||||||
Preferred stock shares outstanding | 0 | |||||||
Common stock shares issued | 0 | |||||||
Common stock shares outstanding | 0 | |||||||
Common stock shares subject to redemption | 526,587 | |||||||
Temporary equity, par or stated value per share | $ 0.0001 | |||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred stock shares issued | 0 | 0 | 0 | |||||
Preferred stock shares outstanding | 0 | 0 | 0 | |||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | |||||||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Preferred stock par value | $ 0.0001 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 230,000,000 | 230,000,000 | 230,000,000 | |||||
Common stock shares issued | 4,523,969 | 4,523,969 | 5,065,058 | |||||
Common stock shares outstanding | 4,523,969 | 4,523,969 | 5,065,058 | |||||
Common stock shares subject to redemption | 11,853,653 | 11,853,653 | 11,312,564 | |||||
Temporary equity, par or stated value per share | $ 10.15 | $ 10.15 | $ 10.15 | |||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock shares issued | 4,312,500 | 4,312,500 | 4,094,406 | |||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,094,406 | ||||
Shares issued share based payment arrangement forfeited | 1,437,500 | |||||||
Common Class B [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating loss | $ (6,238,000) | $ (22,795,000) | $ (1,619,000) | $ (16,946,000) | $ (3,216,000) | |||
Total other expense | (12,000) | 23,000 | 23,000 | 15,000 | 24,000 | |||
Net loss | $ (4,972,000) | $ (23,575,000) | $ (1,334,000) | $ (14,374,000) | $ (3,357,000) | |||
Weighted average ordinary shares outstanding, basic and diluted | 100 | 100 | 100 | |||||
Basic and diluted net income (loss) per Unit | $ (50) | $ (236) | $ (144) | |||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
General and administrative expenses | $ 707,636 | $ 39,657 | $ 921,610 | |||||
Operating loss | (707,636) | (39,657) | (921,610) | |||||
Change in fair value of warrant liability | (5,062,749) | (11,211,642) | (4,617,084) | |||||
Interest earned on marketable securities held in Trust Account | 18,185 | 10,751 | 46,643 | |||||
Total other expense | (5,044,564) | (12,221,892) | (4,570,441) | |||||
Net loss | $ (5,752,200) | $ 260,149 | $ (12,261,549) | $ (5,492,051) | ||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 16,377,622 | |||||||
Basic and diluted net income (loss) per Unit | $ 0 | $ 0 | $ 0 | |||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 4,094,406 | 3,827,271 | 4,094,406 | |||||
Basic and diluted net income (loss) per Unit | $ (1.40) | $ (3.20) | $ (1.35) | |||||
Redeemable Class A Common Stock [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Weighted average ordinary shares outstanding, basic and diluted | 16,377,622 | 16,377,622 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Shareholders' Equity - USD ($) | Common StockCommon Class A [Member]CIK_0001819810_Genesis Park Acquisition Corp [Member] | Common StockCommon Class B [Member]CIK_0001819810_Genesis Park Acquisition Corp [Member] | Common Stock | Additional Paid-in CapitalCIK_0001819810_Genesis Park Acquisition Corp [Member] | Additional Paid-in Capital | Accumulated DeficitCIK_0001819810_Genesis Park Acquisition Corp [Member] | Accumulated Deficit | CIK_0001819810_Genesis Park Acquisition Corp [Member] | Total | ||
As of beginning at Dec. 31, 2018 | $ 519,000 | $ (3,623,000) | $ (3,104,000) | ||||||||
As of beginning (in shares) at Dec. 31, 2018 | 3,628,585 | ||||||||||
Net Income (loss) | (3,357,000) | (3,357,000) | |||||||||
As of ending (in shares) at Dec. 31, 2019 | 2,401,881 | ||||||||||
As of ending at Dec. 31, 2019 | 10,000 | (13,198,000) | (4,181,000) | ||||||||
As of beginning at Dec. 31, 2019 | 10,000 | (13,198,000) | (4,181,000) | ||||||||
As of beginning (in shares) at Dec. 31, 2019 | 2,401,881 | ||||||||||
Net Income (loss) | (1,334,000) | (1,334,000) | |||||||||
As of ending (in shares) at Jun. 21, 2020 | 2,401,881 | ||||||||||
As of ending at Jun. 21, 2020 | $ 1,008,000 | (14,532,000) | (13,530,000) | ||||||||
As of beginning at Feb. 09, 2020 | 0 | 0 | |||||||||
Net Income (loss) | (4,972,000) | ||||||||||
As of beginning at Feb. 09, 2020 | 0 | 0 | |||||||||
Net Income (loss) | (14,374,000) | (14,374,000) | |||||||||
As of ending (in shares) at Dec. 31, 2020 | 4,523,969 | 4,312,500 | [1] | ||||||||
As of ending at Dec. 31, 2020 | $ 453 | $ 431 | $ 17,260,671 | $ (12,261,549) | (14,374,000) | $ 5,000,006 | 39,195,000 | ||||
As of beginning at Jul. 28, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
As of beginning (in shares) at Jul. 28, 2020 | 0 | 0 | [1] | ||||||||
Net Income (loss) | (12,261,549) | (12,261,549) | |||||||||
As of ending (in shares) at Dec. 31, 2020 | 4,523,969 | 4,312,500 | [1] | ||||||||
As of ending at Dec. 31, 2020 | $ 453 | $ 431 | 17,260,671 | (12,261,549) | (14,374,000) | 5,000,006 | 39,195,000 | ||||
Change in Class A ordinary shares subject to possible redemption, Value | $ (3) | (260,142) | (260,145) | ||||||||
Change in Class A ordinary shares subject to possible redemption, Shares | (25,630) | ||||||||||
Forfeiture of Class B ordinary shares on January 7, 2021, Value | $ (22) | 22 | |||||||||
Forfeiture of Class B ordinary shares on January 7, 2021, Shares | [2] | (218,094) | |||||||||
Net Income (loss) | 260,149 | 260,149 | |||||||||
As of ending (in shares) at Mar. 31, 2021 | 4,498,339 | 4,094,406 | |||||||||
As of ending at Mar. 31, 2021 | $ 450 | $ 409 | 17,000,551 | (12,001,400) | 5,000,010 | ||||||
As of beginning at Dec. 31, 2020 | $ 453 | $ 431 | 17,260,671 | (12,261,549) | $ (14,374,000) | 5,000,006 | 39,195,000 | ||||
As of beginning (in shares) at Dec. 31, 2020 | 4,523,969 | 4,312,500 | [1] | ||||||||
Net Income (loss) | (5,492,051) | (23,575,000) | |||||||||
As of ending (in shares) at Jun. 30, 2021 | 5,065,058 | 4,094,406 | |||||||||
As of ending at Jun. 30, 2021 | $ 507 | $ 409 | 22,752,692 | (17,753,600) | 5,000,008 | 17,551,000 | |||||
As of beginning at Mar. 31, 2021 | $ 450 | $ 409 | 17,000,551 | (12,001,400) | 5,000,010 | ||||||
As of beginning (in shares) at Mar. 31, 2021 | 4,498,339 | 4,094,406 | |||||||||
Change in Class A ordinary shares subject to possible redemption, Value | $ 57 | 5,752,141 | 5,752,198 | ||||||||
Change in Class A ordinary shares subject to possible redemption, Shares | 566,719 | ||||||||||
Net Income (loss) | (5,752,200) | (5,752,200) | |||||||||
As of ending (in shares) at Jun. 30, 2021 | 5,065,058 | 4,094,406 | |||||||||
As of ending at Jun. 30, 2021 | $ 507 | $ 409 | $ 22,752,692 | $ (17,753,600) | $ 5,000,008 | $ 17,551,000 | |||||
[1] | Includes up to 218,094 Class B ordinary shares that were forfeited to the Company for no consideration due to the over-allotment option expiring unused on January 7, 2021. (See Note 4) | ||||||||||
[2] | On January 7, 2021, 218,094 Class B ordinary shares were forfeited to the Company for no consideration due to the over-allotment option expiring unused. (See Note 6) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes In Shareholders' Equity (Parenthetical) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Jan. 07, 2021 | Dec. 31, 2020 |
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | |
Founder Shares Subject To Forfeiture [Member] | ||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | ||
Common stock shares subject to forfeiture | 218,094 | |
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (23,575,000) |
Changes in current assets and current liabilities: | |
Net cash (used in) provided by operating activities | (20,083,000) |
Cash Flows from Financing activities: | |
Net cash provided by financing activities | 40,714,000 |
Cash, beginning of the period | 22,076,000 |
Cash, end of period | 7,390,000 |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Cash Flows from Operating Activities: | |
Net loss | (5,492,051) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (46,643) |
Change in fair value of warrant liability | 4,617,084 |
Changes in current assets and current liabilities: | |
Prepaid expenses and other current assets | 62,185 |
Accounts payable | 69,799 |
Net cash (used in) provided by operating activities | (789,626) |
Cash Flows from Financing activities: | |
Due to related party | 51,446 |
Net cash provided by financing activities | 51,446 |
Net Change in Cash | (738,180) |
Cash, beginning of the period | 1,295,380 |
Cash, end of period | 557,200 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Change in value of Class A ordinary shares subject to possible redemption | $ 5,492,053 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Description of Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Genesis Park Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from July 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of the warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2020 (the “Effective Date”). On November 27, 2020, the Company consummated the IPO of 16,377,622 units (the “Units”), including the issuance of 1,377,622 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Ordinary Share”), and one-half of one redeemable warrant (“Warrant”) entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $163,776,220 (Note 4). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with Genesis Park Holdings (“Sponsor”) for an aggregate of 7,292,541 warrants (“Sponsor Private Warrants”), each at a price of $1.00 per Sponsor Private Warrant, generating total proceeds of $7,292,541 and with Jefferies LLC (“Jefferies”), underwriter for the IPO, of an aggregate of 439,627 warrants (the “Jefferies Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”), each at a price of $1.00 per Jefferies Private Warrant, generating total proceeds of $439,627, which is described in Note 5. Offering costs amounted to $9,640,145 consisting of $3,275,524 of upfront underwriting discount, $5,732,168 deferred underwriter’s discount and $632,453 of other offering costs. Of the offering costs, $1,021,001 is included in transaction costs on the Statement of Operations and $8,619,144 is included in equity. Trust Account Following the closing of the IPO on November 27, 2020, an amount of $ 166,232,863 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrant was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “ Investment Company Act”), with a maturity of 185 days or less. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination within 18 months from November 27, 2020 (the “Combination Period”), the closing of the IPO. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the Company’s prior consent. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose any amendment to Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination within 18 months from the closing of the Proposed Public Offering (the “Combination Period”) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete its initial business combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial shareholders acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination the Combination Period. On January 13, 2021, the Company announced that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on January 14, 2021. Those Units not separated will continue to trade on The New York Stock Exchange under the symbol “GNPK.U,” and the Class A Ordinary Shares and Warrants that are separated will trade on The New York Stock Exchange under the symbols “GNPK” and “GNPK WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants. (See Note 4) Liquidity and Capital Resources As of December 31, 2020, the Company had cash outside the Trust Account of $1,295,380 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination, pay tax obligations or to redeem ordinary share. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, in exchange for the founder shares (see Note 6), the loan under an unsecured promissory note from the Sponsor of $30,000 (see Note 6), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The promissory note from the Sponsor was paid in full on November 27, 2020. The Company anticipates that the $1,295,380 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. | Note 1 - Description of Organization and Business Operations Organization and General Genesis Park Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. As of June 30, 2021, the Company had not yet commenced any operations. All activity for the period from July 29, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the Initial Public Offering (“IPO”) described below and its efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of the warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2020 (the “Effective Date”). On November 27, 2020, the Company consummated the IPO of 16,377,622 units (the “Units”), including the issuance of 1,377,622 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Ordinary Share”), and one-half of one redeemable warrant (“Warrant”) entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $163,776,220. On January 7, 2021, 218,094 Class B ordinary shares were forfeited to the Company for no consideration due to the over-allotment option expiring partially unused. (See Note 6). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with Genesis Park Holdings (“Sponsor”) for an aggregate of 7,292,541 warrants (“Sponsor Private Warrants”), each at a price of $1.00 per Sponsor Private Warrant, generating total proceeds of $7,292,541 and with Jefferies LLC (“Jefferies”), underwriter for the IPO, of an aggregate of 439,627 warrants (the “Jefferies Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”), each at a price of $1.00 per Jefferies Private Warrant, generating total proceeds of $439,627, which is described in Note 5. Trust Account Following the closing of the IPO on November 27, 2020, an amount of $166,232,863 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination by May 27, 2022 or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination by May 27, 2022 (the “Combination Period”), the eighteen month anniversary of the closing of the IPO. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the Company’s prior consent. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose any amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial business combination by May 27, 2022 (the “Combination Period”) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete its initial business combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial shareholders acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the Combination Period. On January 13, 2021, the Company announced that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on January 14, 2021. Those Units not separated will continue to trade on The New York Stock Exchange under the symbol “GNPK.U,” and the Class A Ordinary Shares and Warrants that are separated will trade on The New York Stock Exchange under the symbols “GNPK” and “GNPK WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants. (See Note 6) Liquidity, Capital Resources and Going Concern As of June 30, 2021, the Company had cash outside the Trust Account of $557,200 available for working capital needs. All remaining funds held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination, to pay tax obligations or to redeem ordinary shares. As of June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Proposed Business Combination On March 25, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (as defined herein) (“Redwire”), and Redwire, LLC, a Delaware limited liability company (“Holdings”). Pursuant to the Merger Agreement, the parties thereto will enter into a Business Combination by which, (i) the Company shall domesticate 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,” and the Company after giving effect to the Domestication, “New Redwire”), (ii) Merger Sub will merge with and into Redwire, with Redwire being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, Redwire will merge with and into the Company, with the Company being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). The proposed Business Combination is expected to be consummated after the required approval by the shareholders of the Company and the satisfaction of certain closing conditions described in the Company’s Current Report on Form 8-K, as filed with the SEC on March 25, 2021. On August 11, 2021 the SEC declared effective the registration statement filed by the Company in relation to the Business Combination, which allowed the Company to proceed with soliciting a shareholder vote on the transaction. The aggregate consideration to be paid to Holdings (the “Closing Merger Consideration”) will be paid in a combination of stock and cash consideration. The cash consideration will be an amount equal to $75,000,000 (such amount, the “Closing Cash Consideration”). The remainder of the Closing Merger Consideration will be paid in (i) 37,200,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock,” and such shares, the “Closing Share Consideration”) and (ii) 2,000,000 warrants to purchase one share of Class A Common Stock per warrant (the “Closing Warrant Consideration”), with such amount of warrants corresponding to the forfeiture of certain warrants acquired by the Sponsor and Jefferies in connection with the IPO. In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to subscribe for and purchase, an aggregate of 10,000,000 shares of Class A Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”). The closing of the PIPE Financing is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the Transactions will be consummated immediately following the closing of the PIPE Financing. The Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Merger Agreement and (ii) the mutual written agreement of the parties thereto. The counterparties to certain of the Subscription Agreements are directors, officers or affiliates of the Company and such Subscription Agreements have been approved by the Company’s audit committee and board of directors in accordance with the company’s related persons transaction policy. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) | Note B – Summary of Significant Accounting Policies Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. 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, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Contingent consideration is 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 period using Level 3 unobservable inputs (Level 3). Any changes in the fair value of these contingent consideration payments are included in operating income in the consolidated statements of operations. Revenue Recognition Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers 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 under the guidance of ASC 606 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 within the context to which the transaction price is assigned and for which revenue is recognized over time. Once the Company identifies the performance obligations, the Company 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. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. 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. 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 fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material (“T&M”) contracts. 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: 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 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 over time 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. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component; the Company expects, at contract inception, 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 Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s consolidated balance sheets were $4,172 thousand as of December 31, 2020 (Successor), compared to $232 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract asset balances related to MIS only. Contract liability balances included in deferred revenue on the Company’s consolidated balance sheets were $15,665 thousand as of the December 31, 2020 (Successor), compared to $6,316 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract liability balances related to MIS only. Revenue recognized in the Successor 2020 and the Predecessor 2020 Period that was included in the contract liability balance as of December 31, 2019 (Predecessor) was $1,792 thousand and $4,551 thousand, respectively. Remaining Performance Obligations 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 those contracts accounted for under the “right to invoice” practical expedient. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $122,019 thousand. The Company expects to recognize approximately 60% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. Inventory 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 included in cost of sales in the consolidated statements of operations. Segment Information 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. Goodwill and Indefinite-Lived Assets 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 (see Note G). 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 the fair value of a reporting unit does not exceed its carrying value, the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. Long-Lived Assets The Company regularly evaluates its property, plant and equipment and intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment ASC 350, Intangibles—Goodwill and Other expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. Property, Plant and Equipment 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 are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under capital leases. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Property, plant and equipment life in years Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term 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 the results of operations. Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations (see Note C) and consist of identifiable finite-lived intangible assets, including technology, trademarks, and customer relationships. These 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 asset are consumed. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Research and Development Costs 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. Advertising Costs All advertising, promotional and marketing costs are expensed when incurred. During the Successor 2020 Period, Predecessor 2020 Period and Predecessor 2019 Period, advertising costs were $147 thousand, $86 thousand, and $155 thousand, respectively, and are including in Selling, general and administrative within the consolidated statements of operations. Equity-based Compensation The Company has a written compensatory benefit plan to provide incentives to existing or new employees, officers, managers, directors, and other service providers of the Company. Equity-based compensation cost is measured at the grant date based on the fair value of the award, which is calculated using the Black-Scholes Option Pricing Model (“OPM”). The vesting of the incentives is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation cost is deferred until the performance conditions are met. Once the performance conditions are met, unrecognized compensation cost is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation cost is recognized regardless of market conditions being met. Forfeitures are recognized in the period they occur. Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share Foreign Currency The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. The accounts of foreign subsidiaries are translated using exchange rates in effect at the end of the reporting period for assets and liabilities on the consolidated balance sheets and at average exchange rates during the reporting period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI”) includes foreign currency translation adjustments.The components of AOCI included $506 thousand, $1 thousand, $(8) thousand of foreign currency translation adjustments for the Successor 2020 Period, the Predecessor 2020 Period and the Predecessor 2019 Period, respectively. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and cash flows will be generally consistent with the current guidance. The new lease guidance will be effective for the year ending December 31, 2022 and will be applied using a modified retrospective transition method to either the beginning of the earliest period presented or the beginning of the year of adoption. The Company is currently evaluating the impact of adopting the new standard. The adoption of this standard will require the recognition of a right of use asset and liability on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,295,380 in cash at December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the Statement of Operations. Interest income is recognized when earned. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to shareholders’ equity or the Statement of Operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $9,640,145 (consisting of $3,275,524 of underwriting fee, $5,732,168 of deferred underwriting fee and $632,453 of other offering costs) were recognized with $1,021,001 allocated to the Public Warrants and Private Warrants, included in the Statement of Operations as a component of other income/(expense) and $8,619,144 included in shareholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, which were previously charged to shareholders’ equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the Statement of Operations. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. See Note 7 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Loss Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s Statement of Operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net loss per ordinary share: For the period ended December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,751 Net Earnings 10,751 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (1) $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (12,272,300) Non-Redeemable Net Loss $ (12,272,300) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 3,827,271 Loss/Basic and Diluted Non-Redeemable Ordinary Shares (1) $ (3.20) (1) Calculated from original date of issuance Weighted average shares were reduced for the effect of an aggregate of 267,135 shares of Class B ordinary shares that were forfeited since the over-allotment option was not exercised by the underwriters (see Note 6). As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $557,200 and $1,295,380 in cash at June 30, 2021 and December 31, 2020. Investments Held in Trust Account Investments held in Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (other than the Warrants), which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instnunents in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its o-wn assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are mwbservable. See Note 7 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income (loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with (i) the IPO, and (ii) the Private Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net income per ordinary share: Six months ended Three months ended June 30, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 46,643 $ 18,185 Net Earnings 46,643 18,185 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss Non-Redeemable Net Income $ (5,538,694) $ (5,770,385) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 4,094,406 $ 4,094,406 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ (1.35) $ (1.41) As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Initial Public Offering_2
Initial Public Offering | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 16,377,622 Units, including 1,377,622 Units as a result of the underwriter’s partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 4). Warrants Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination or within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each warrantholder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. ● If and when the warrants become redeemable by the Company, the Company may exercise its redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were initially offered by the Company in IPO. | Note 3 - Initial Public Offering Pursuant to the IPO, the Company sold 16,377,622 Units, including 1,377,622 Units as a result of the underwriter’s partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |
Warrants | Note 4 - Warrants As of June 30, 2021 and December 31, 2020 there were 8,188,811 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of the initial Business Combination or (b) 12 months from the closing of the IPO. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination or within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each warrantholder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were initially offered by the Company in the IPO. |
Private Placement_2
Private Placement | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,292,541 Sponsor Private Warrants and Jefferies, an underwriter for the IPO, purchased an aggregate of 439,627 Jefferies Private Warrants, at a price of $1.00 per unit, for an aggregate purchase price of $7,732,168. A portion of the proceeds from the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | Note 5 - Private Placement As of June 30, 2021 and December 31, 2020 there were 7,732,168 Private Warrants outstanding. Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,292,541 Sponsor Private Warrants and Jefferies, an underwriter for the IPO, purchased an aggregate of 439,627 Jefferies Private Warrants, at a price of $1.00 per Warrant, for an aggregate purchase price of $7,732,168. A portion of the proceeds from the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. |
Related Party Transactions_2
Related Party Transactions | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | Note S — Related Parties During the Successor 2021 Period, Cosmos Intermediate, LLC paid $1,224 thousand in fees to AEI, of which $324 thousand related to management fees and $900 thousand related to transaction fees. As of June 30, 2021, $162 thousand of the related party management fees is included in accounts payable on the condensed consolidated balance sheet. AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP and AE Industrial Partners Fund II-B, LP, the Company’s majority owners (collectively, “AE”), entered into a written support letter, dated as of July 6, 2021, with the Company to provide additional funding of up to $20,000 thousand to support its operating, investing and financing activities, in each case to the extent the Company is unable to obtain such support from another source. This additional liquidity commitment extends through the earlier of July 15, 2022, or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. The letter was renewed on August 20, 2021 with the same terms through the earlier of September 15, 2022 or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. During the Successor Q2 2020 Period, the Successor paid $1,860 thousand in fees to AEI, of which $200 thousand related to an annual management fee and $1,660 thousand related to transaction fees. The Company made a $4,874 thousand payment to AEI in October 2020, which was reflected as an intercompany receivable due from AEI on the consolidated balance sheet as of December 31, 2020. This amount was repaid in February 2021. | Note T – Related Parties On June 5, 2020, Cosmos Parent, LLC acquired the customer contracts and all intellectual property, including the name “Redwire”, and all of Redwire’s trademarks and goodwill associated therewith, from certain officers of the Company in exchange for 300,000 Parent Units valued at $1.00 each. The Company made $4,874 thousand payment to AE in October 2020, which is reflected as an intercompany receivable due from AE on the consolidated balance sheet as of December 31, 2020 (Successor). This amount was repaid in February 2021. The Company paid $2,726 thousand in acquisition support fees to AE, of which $500 thousand related to an annual management fee and $2,226 thousand related to deal closing fees from the acquisition funds flow statements. | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On July 30, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On November 16, 2020, the Sponsor surrendered an aggregate of 1,437,500 founder shares, which were cancelled, resulting in an aggregate of 4,312,500 shares outstanding and held by the Sponsor. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. On November 27, 2020, the underwriter partially exercised the over-allotment option resulting in 344,406 Founder Shares no longer subject to forfeiture. The underwriter has a 45-day option to exercise the over-allotment. At December 31, 2020, 218,094 shares remain subject to forfeiture. On January 7, 2021 the underwriter’s 45-day over-allotment option expired resulting in 218,094 founder shares forfeited to the company for no consideration. (See Note 4) The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, (1) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and due on the earlier of March 31, 2021 or the closing of the IPO. As of December 31, 2020, the Company had repaid in full $30,000 in borrowings that was outstanding under the promissory note. The loan was repaid out of the offering proceeds not held in the Trust Account. Due to Related Party The balance of $2,500 represents the amount accrued for the administrative support services provided by Sponsor. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space, secretarial and administrative services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from November 27, 2020 (date of the IPO) to December 31, 2020 the Company has incurred $15,000 in fees for these services, of which $2,500 of such amount is included in due to related party on the accompanying balance sheet. | Note 6 - Related Party Transactions Founder Shares On July 30, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On November 16, 2020, the Sponsor surrendered an aggregate of 1,437,500 founder shares, which were cancelled, resulting in an aggregate of 4,312,500 shares outstanding and held by the Sponsor. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. On November 27, 2020, the underwriter partially exercised the over-allotment option resulting in 344,406 Founder Shares no longer subject to forfeiture. The underwriter had a 45-day option to exercise the over-allotment. On January 7, 2021 the underwriter’s 45-day over-allotment option expired resulting in 218,094 founder shares forfeited to the Company for no consideration. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, (1) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and due on the earlier of March 31, 2021 or the closing of the IPO. These loans were repaid in full on November 27, 2020. The Promissory Note is no longer available to the Company. Due to Related Party The Sponsor or an affiliate of the sponsor occasionally incurs expenses on behalf of the Company. The liability is non-interest bearing, due on demand, and as of June 30, 2021 and December 31, 2020, an aggregate of $53,946 and $2,500, respectively remains payable. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company entered into an agreement to pay monthly expenses for office space, administrative services, and support services to the Sponsor. The agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company. For the three and six month ended June 30, 2021, $53,329 was paid by a related party. Units The managing member of the Company’s sponsor, Genesis Park II, LP (“Genesis Park”), purchased 1,000,000 units in the IPO at the public offering price of $10.00 per unit, generating total proceeds of $10,000,000. Genesis Park has agreed to vote the Class A ordinary shares underlying such units in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting. Accordingly, it is possible that other public shareholders holding only 5,141,609 of the other public shares would be required to approve the Business Combination, depending on the number of shares that are present at the meeting to approve such transaction. Of this amount, 145,000 public shares may be held by certain of our directors who purchased such number of units in the IPO at the public offering price of $10.00 per unit, including Mr. Hobby, who purchased 100,000 of such shares and 50,000 public shares may be held by a manager of the general partner of Genesis Park. In addition, 2,547,125 public shares may be held by funds managed by Crescent Park (the “Crescent Park Funds”), which has, pursuant to a Voting and Support Agreement entered into with Holdings and Redwire, agreed, among other things, to vote all of the ordinary shares held by the Crescent Park Funds in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As a result of the fmmder shares, private placement warrants and units that Genesis Park may hold (directly or indirectly), it may have different interests with respect to a vote on an initial business combination than other public shareholders. Registration and Shareholder Rights Agreement The Company has previously entered into a registration and shareholder rights agreement pursuant to which its initial shareholders and their permitted transferees, if any, are entitled to certain registration rights with respect to the private placement warrants, the securities issuable upon conversion of working capital loans (if any), and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares. Pursuant to such registration and shareholder rights agreement, the Sponsor, upon and following consummation of a Business Combination, will be entitled to nominate three individuals for election to the board of directors of the surviving company, as long as the Sponsor holds any securities covered by such registration and shareholder rights agreement. Genesis Park Investments in New Redwire In connection with the execution of the Merger Agreement, the Company entered into a subscription agreement with Genesis Park pursuant to which (i) the Company has agreed to issue and sell to Genesis Park, and Genesis Park has agreed to subscribe for and purchase from the Company, an aggregate of 1,000,000 shares of common stock of New Redwire (as defined herein) (“New Redwire Common Stock”) at a purchase price of $10.00 per share for aggregate gross proceeds of $10,000,000 and (ii) the Company entered into a subscription agreement with each of Mr. Hobby and Mr. Gibson, each of whom is a manager of the general partner of Genesis Park, and GP Three Holdings GP, LLC an entity controlled by Mr. Hobby (“GP III”) pursuant to which the Company has agreed to issue and sell to Mr. Hobby, Mr. Gibson and GP III, and each of Mr. Hobby, Mr. Gibson and GP III has agreed to subscribe for and purchase from the Company, an aggregate of 300,000 shares of New Redwire Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of $3,000,000. The obligation of each of (i) the Company, on the one hand, and Genesis Park, Mr. Hobby, Mr. Gibson and GP III, on the other hand, to consummate the purchase and sale of such 1,300,000 shares of New Redwire Common Stock pursuant to such subscription agreements, is in each case conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions. Each such subscription agreement has been approved by the Company’s audit committee in accordance with the Company’s related persons transaction policy and will terminate upon the earlier to occur of (i) the termination of the Merger Agreement and (ii) the mutual written agreement of the parties thereto. Following the consummation of the Business Combination, Genesis Park, Mr. Hobby, Mr. Gibson, GP III and the Sponsor will collectively own 6,544,406 shares of New Redwire Common Stock, which collectively will represent approximately 10.8% of the outstanding shares of New Redwire Common Stock, assuming that the maximum number of the Company’s Class A ordinary shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Minimum Closing Cash Condition of $185,000,000. |
Recurring Fair Value Measurem_8
Recurring Fair Value Measurements | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements Investment Held in Trust Account As of December 31, 2020, the investments in the Company’s Trust Account consisted of $95 in U.S. Money Market funds and $166,243,519 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on May 27, 2021. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Fair Value Carrying Gross Gross as of Value/Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 Fair values of its investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At December 31, 2020, the Company’s warrant liability was valued at $36,549,753. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s Statement of Operations. Recurring Fair Value Measurements The following table presents fair value information as of December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of U. S. Treasury Bills or U.S. Money Market, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. For the period ending December 31, 2020 there were to transfers into or out of Level 1, Level 2 or Level 3 classification. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Significant Significant Other Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 95 $ — $ — Investments held in Trust Account—U.S. Treasury $ 166,230,551 $ — $ — Liabilities Public Warrants $ — $ — $ 17,605,944 Private Warrants $ — $ — $ 18,943,809 Measurement The Company established the initial fair value for the Warrants on November 27, 2020, the date of the consummation of the Company’s IPO. On December 31, 2020 the fair value was remeasured. For both periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market. As such, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), Class A ordinary shares (permanent equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model and the modified Black-Scholes model were as follows at initial measurement and at December 31, 2020: November 27, 2020 Input (Initial Measurement) December 31, 2020 Risk-free interest rate 0.44 % 0.43 % Expected term (years) 5.0 5.0 Expected volatility 40.0 % 40.0 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % 80 % Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.00 The change in the fair value of the warrant liabilities for the period ended December 31, 2020 is summarized as follows: Fair value at issuance November 27, 2020 $ 36,549,753 Change in fair value — Fair Value at December 31, 2020 $ 36,549,753 | Note 7 — Recurring Fair Value Measurements Investments Held in Trust Account As of December 31, 2020, the investments in the Company’s Trust Account consisted of $95 in U.S. Money Market funds and $166,243,519 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on May 27, 2021. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Fair Value Value/ Gross Gross as of Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 At June 30, 2021, all of the Company’s trust assets on the consolidated balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At June 30, 2021 and December 31, 2020, the Company’s warrant liability was valued at $41,166,837 and $36,549,753, respectively. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Recurring Fair Value Measurements The following tables presents fair value information as of June 30, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist U.S. Money Market funds, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 2 of the fair value hierarchy. For the period ending June 30, 2021 the Public Warrants were reclassified from a Level 3 to a Level 2 classification. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: June 30, 2021 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 166,290,257 $ — $ — Invest Liabilities Public Warrants $ — $ 19,980,699 $ — Private Warrants $ — $ — $ 21,186,138 December 31, 2020 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—T-Bills $ 166,232,864 $ — $ — Invest Liabilities Public Warrants $ — $ 17,605,944 $ — Private Warrants $ — $ — $ 18,943,809 Measurement On June 30, 2021 and December 31, 2020, the Company used a modified Black-Scholes model to value the Private Warrants. The warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the modified Black Scholes model were as follows at December 31, 2020 and at June 30, 2021: Input December 31, 2020 June 30, 2021 Risk-free interest rate 0.43 % 0.90 % Expected term (years) 5.0 5.17 Expected volatility 40.0 % 32.5 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % N/A Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.31 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Warrants classified as Level 3: Fair value at December 31, 2020 $ 36,549,753 Public Warrants reclassified to level 2 (1) (17,933,496) Change in fair value 2,569,881 Fair Value at June 30, 2021 $ 21,186,138 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Commitments and Contingencies_2
Commitments and Contingencies | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | Note N — Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s condensed consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. | Note N – Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) private placement warrants, which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such private placement warrants, (iii) private placement warrants that may be issued upon conversion of working capital loans (and the securities underlying such warrants) and (iv) the units purchased by Genesis Park in this offering and the Class A ordinary shares and warrants comprising the units (including the Class A ordinary shares underlying the warrants in the units) will have registration rights to require the Company to register a sale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration and shareholder rights agreement. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriter had a 45-day On November 27, 2020, the underwriter was paid a cash underwriting fee of 2% of the gross proceeds of the Initial Public Offering, $3,275,524. In addition, $0.35 per unit, or $5,732,168 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. As of December 31, 2020, the remaining overallotment option was not exercised. (See Note 4) | Note 8 – Commitments and Contingencies Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such private placement warrants, (iii) private placement warrants that may be issued upon conversion of working capital loans (and the securities underlying such warrants) and (iv) the units purchased by Genesis Park in the IPO and the Class A ordinary shares and warrants comprising the units (including the Class A ordinary shares underlying the warrants in the units) have registration rights to require the Company to register a sale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration and shareholder rights agreement. These holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriter had a 45-day option beginning November 27, 2020 to purchase up to an additional 2,250,000 additional Units to cover over-allotments. On November 27, 2020, the underwriter partially exercised its over-allotment option and purchased an additional 1,377,622 Units. In January 2021 the option to purchase the remaining Units expired unused. In addition, $0.35 per unit, or $5,732,168 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholder's Equity_2
Shareholder's Equity | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Shareholder's Equity | Note O — Equity The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding as of June 30, 2021 and as of December 31, 2020. Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The Cosmos Intermediate LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. | Note O – Equity Predecessor Prior to October 11, 2019 the Predecessor had one class of issued and outstanding shares of common stock (“Common Stock”). On October 11, 2019 the Predecessor filed an amended and restated certificate of incorporation that reallocated the Predecessor’s Common Stock to a new class of common stock: Class F common stock (“Class F Common Stock”). Effective October 11, 2019 two and one half-tenth outstanding Profits, losses, and distributions of the Predecessor were allocated among the classes of shares, as provided for in the amended and restated certificate of incorporation. Pursuant to the Successor’s acquisition of MIS on June 22, 2020, there were no shares Common Class issued outstanding Successor The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Shareholder's Equity | Note 9 — Shareholders’ Equity Preference shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding 45-day Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon the consummation of the IPO, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to one. | Note 9 – Shareholders’ Equity Preference shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon the consummation of the IPO, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. On August 12, 2021, the Sponsor, as the holder of all of the Class B ordinary shares, waived the foregoing anti-dilution rights in connection with the issuances contemplated by the Merger Agreement and the Subscription Agreements. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to one. |
Subsequent Events_2
Subsequent Events | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | Note T — Subsequent Events On July 6, 2021, AE entered into a written support letter with the Company. The letter was renewed on August 20, 2021. Refer to Note S — Related Parties for further details. On August 20, 2021, the Company executed a settlement agreement with the sellers of MIS regarding the contingent earnout payment set forth in the purchase agreement. The total fair value of the contingent earnout payment as of June 30, 2021, including the equity component is $11,491 thousand. Refer to Note C — MIS Acquisition for further details. On August 31, 2021, the Company repaid $172 thousand of outstanding principal on the SVB Loan. On September 2, 2021, the Company consummated the previously announced Merger pursuant to the business combination agreement dated March 25, 2021 by and among Genesis Park Acquisition Corp, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park Acquisition Corp, Cosmos and Holdings. Upon the closing of the Merger, Genesis Park Acquisition Corp was renamed to Redwire Corporation (“New Redwire”). The Merger is accounted for as a reverse recapitalization in which Genesis Park Acquisition Corp 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 was deemed the accounting predecessor and the combined entity will be the successor SEC registrant, New Redwire. As a result of the Merger, New Redwire issued 37,200,000 shares of common stock and paid $75,000 thousand to the Parent in exchange for units of the Company. New Redwire received aggregate gross proceeds of $110,583 thousand from the trust account and PIPE proceeds. Proceeds from the Merger were partially used to fund the $41,555 thousand repayment of the SVB Loan, including interest of $102 thousand, and transaction costs of $38,747 thousand. As the remaining proceeds increased New Redwire's cash balance in excess of the terms of the support letter, the AE liquidity commitment is no longer binding. On September 2, 2021, 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 purposes of the Financial Covenant, to redefine “Consolidated EBITDA”, and to reset the call protection terms. The Company has evaluated subsequent events after the condensed consolidated balance sheet of June 30, 2021 through the condensed consolidated financial statement issuance date and there were no additional subsequent events that required disclosure. | Note U – Subsequent Events The Successor has evaluated subsequent events from the date of the consolidated balance sheet through the date the consolidated financial statements were issued on May 11, 2021. On January 15, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Oakman Aerospace, Inc. (“Oakman”) in exchange for cash and equity. Oakman’s proprietary digital engineering modular, open systems software environment, ACORN, enables the next generation of digitally engineered spacecraft that optimizes the balance between cost and tailorability in spacecraft design and development. Under the terms of the securities purchase agreement, Oakman’s shareholders received purchase consideration of $15,159 thousand, $14,159 thousand of which was paid in cash and $1,000 thousand in equity. The Company drew $15,000 thousand on the Adams Street Delayed Draw Term Loan to finance the Oakman acquisition. On February 17, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Deployable Space Systems, Inc. (“DPSS”) in exchange for cash. DPSS’s mission is to develop new and enabling deployable technologies for space applications, transition emerging technologies to industry for infusion into future Department of Defense, NASA, and commercial programs and design, analyze, build, test and deliver on-time the highest quality deployable solar arrays, deployable structures and space system products available. Under the terms of the securities purchase agreement, DPSS’s shareholders received purchase consideration of $24,773 thousand in cash. The Company amended the Adams Street Capital Credit Agreement to increase the principal amount by an additional $32,000 thousand on the Adams Street Term Loan to finance the DPSS acquisition. On April 2, 2021, the Company subsequently amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. On March 24, 2021, the Company’s Parent amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021. The Company’s Parent also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of the Parent, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As of March 24, 2021, there was approximately $27,942 thousand of unrecognized compensation costs related to Incentive Units. On March 25, 2021, the Company’s Parent entered into the Merger Agreement by and among Genesis Park Acquisition Corp. (“Genesis Park”), Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park (“Merger Sub”), the Company, and the Company’s Parent. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which Merger Sub will merge with and into the Company, with the Company being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, the Company will merge with and into Genesis Park, with Genesis Park being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers”). | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any other subsequent events, other than as described below, that would have required adjustment or disclosure in the financial statements that are not already previously disclosed. The underwriter of the IPO was granted a 45-day Redwire Business Combination On March 25, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (“Cosmos”), and Redwire, LLC. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which, (i) the Company shall domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Companies Act of the Cayman Islands, (ii) Merger Sub will merge with and into Cosmos, with Cosmos being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, Cosmos will merge with and into the Company, with the Company being the surviving entity in the merger. For additional information regarding the Business Combination and the Merger Agreement and related agreements, see the Current Report on Form 8-K filed by the Company with the SEC on March 25, 2021. | Note 10– Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. The Company did not identify any other subsequent events, other than as described above, that would have required adjustment or disclosure in the consolidated financial statements that are not already previously disclosed. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Policies) | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. | Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. | |
Emerging Growth Company Status | Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. | ||
Net Income (Loss) per Unit | Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share | ||
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. | ||
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | ||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,295,380 in cash at December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $557,200 and $1,295,380 in cash at June 30, 2021 and December 31, 2020. | |
Investments Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the Statement of Operations. Interest income is recognized when earned. | Investments Held in Trust Account Investments held in Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. See Note 7 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (other than the Warrants), which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, which were previously charged to shareholders’ equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the Statement of Operations. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (November 27, 2020) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instnunents in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its o-wn assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are mwbservable. See Note 7 for additional information on assets and liabilities measured at fair value. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Net Income (Loss) per Unit | Net Loss Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s Statement of Operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net loss per ordinary share: For the period ended December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,751 Net Earnings 10,751 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (1) $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (12,272,300) Non-Redeemable Net Loss $ (12,272,300) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 3,827,271 Loss/Basic and Diluted Non-Redeemable Ordinary Shares (1) $ (3.20) (1) Calculated from original date of issuance Weighted average shares were reduced for the effect of an aggregate of 267,135 shares of Class B ordinary shares that were forfeited since the over-allotment option was not exercised by the underwriters (see Note 6). As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with (i) the IPO, and (ii) the Private Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Class A Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class B Ordinary Shares is calculated by dividing the net income (loss), by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. Below is a reconciliation of the net income per ordinary share: Six months ended Three months ended June 30, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 46,643 $ 18,185 Net Earnings 46,643 18,185 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss Non-Redeemable Net Income $ (5,538,694) $ (5,770,385) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 4,094,406 $ 4,094,406 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ (1.35) $ (1.41) As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. | |
Risks and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Tables) | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of the basic and diluted net loss per Unit | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Six month period Period from ended June 30, February 10, 2020 2021 to June 30, 2020 Numerator: Net loss $ (23,575) $ (4,972) Denominator: Weighted average Units outstanding – basic and diluted 100 100 Basic and diluted loss per Unit $ (236) $ (50) | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Period from February 10, 2020 to December 31, 2020 Basic and diluted net income (loss) per Unit Numerator: Net loss $ (14,374) Denominator: Weighted average Units outstanding – basic and diluted 100 Basic and diluted net income (loss) per Unit (144) | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Schedule of the basic and diluted net loss per Unit | For the period ended December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 10,751 Net Earnings 10,751 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (1) $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (12,272,300) Non-Redeemable Net Loss $ (12,272,300) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 3,827,271 Loss/Basic and Diluted Non-Redeemable Ordinary Shares (1) $ (3.20) (1) Calculated from original date of issuance | Six months ended Three months ended June 30, 2021 June 30, 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 46,643 $ 18,185 Net Earnings 46,643 18,185 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 16,377,622 16,377,622 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss Non-Redeemable Net Income $ (5,538,694) $ (5,770,385) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 4,094,406 $ 4,094,406 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ (1.35) $ (1.41) |
Recurring Fair Value Measurem_9
Recurring Fair Value Measurements (Tables) - CIK_0001819810_Genesis Park Acquisition Corp [Member] | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of Held To Maturity Securities | Fair Value Carrying Gross Gross as of Value/Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 | Carrying Fair Value Value/ Gross Gross as of Amortized Unrealized Unrealized December 31, Cost Gains Losses 2020 U.S. Money Market $ 95 $ — $ — $ 95 U.S. Treasury Securities 166,243,519 10,751 (12,968) 166,230,551 $ 166,243,614 $ 10,751 $ (12,968) $ 166,230,646 |
Summary of Financial Assets and Liabilities at Fair Value on Recurring Basis | Significant Significant Other Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 95 $ — $ — Investments held in Trust Account—U.S. Treasury $ 166,230,551 $ — $ — Liabilities Public Warrants $ — $ — $ 17,605,944 Private Warrants $ — $ — $ 18,943,809 | |
Summary of Key Inputs in Monte Carlo simulation model | November 27, 2020 Input (Initial Measurement) December 31, 2020 Risk-free interest rate 0.44 % 0.43 % Expected term (years) 5.0 5.0 Expected volatility 40.0 % 40.0 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % 80 % Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.00 | Input December 31, 2020 June 30, 2021 Risk-free interest rate 0.43 % 0.90 % Expected term (years) 5.0 5.17 Expected volatility 40.0 % 32.5 % Exercise price $ 11.50 $ 11.50 Probability of completing a Business Combination 80 % N/A Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.31 |
Summary of Change in Fair Value of Warrant Liabilities | Fair value at issuance November 27, 2020 $ 36,549,753 Change in fair value — Fair Value at December 31, 2020 $ 36,549,753 | Fair value at December 31, 2020 $ 36,549,753 Public Warrants reclassified to level 2 (1) (17,933,496) Change in fair value 2,569,881 Fair Value at June 30, 2021 $ 21,186,138 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of Financial Assets and Liabilities at Fair Value on Recurring Basis | June 30, 2021 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—U.S. Money Market $ 166,290,257 $ — $ — Invest Liabilities Public Warrants $ — $ 19,980,699 $ — Private Warrants $ — $ — $ 21,186,138 December 31, 2020 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account—T-Bills $ 166,232,864 $ — $ — Invest Liabilities Public Warrants $ — $ 17,605,944 $ — Private Warrants $ — $ — $ 18,943,809 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jan. 07, 2021 | Nov. 27, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 05, 2020 |
Nature Of Organization And Business Operations [Line Items] | ||||||
Sale of stock issue price per share | $ 1 | |||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 16,377,622 | |||||
Proceeds from initial public offering | $ 160,500,696 | |||||
Cash in hand | $ 1,295,380 | $ 557,200 | ||||
Payment to acquire restricted investments | $ 166,232,863 | |||||
Term of restricted investments | 185 days | |||||
Investment per share in restricted investment | $ 10.15 | |||||
Net worth needed to effect business combination | $ 5,000,001 | |||||
Percentage of public shareholding that can be redeemed without any restriction | 15.00% | |||||
Percentage of public shareholding to be redeemed in case business combination is not consummated | 100.00% | |||||
Estimated expenses payable on dissolution | $ 100,000 | |||||
Merger Agreement [Member] | Cosmos Intermediate, LLC [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Cash Consideration | $ 75,000,000 | |||||
Class Of warrant or right , Issued per warrant | 1 | |||||
Number of warrants issued for consideration | 2,000,000 | |||||
Subscription Agreement [Member] | PIPE Financing [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Proceeds from issuance of common stock | $ 100,000,000 | |||||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 16,377,622 | 16,377,622 | ||||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 1,377,622 | |||||
Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights exercise price | $ 11.50 | |||||
Minimum | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Percentage of the assets in trust account of the prospective acquire | 80.00% | |||||
Equity method investment ownership percentage | 50.00% | |||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Proceeds from initial public offering | $ 163,776,220 | |||||
Share Price | 12 | 12 | ||||
Common Class A [Member] | Merger Agreement [Member] | Cosmos Intermediate, LLC [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued for consideration | 37,200,000 | |||||
Share Price | $ 0.0001 | |||||
Common Class A [Member] | Subscription Agreement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 10,000,000 | |||||
Share Price | $ 10 | |||||
Common Class A [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 16,377,622 | |||||
Class of warrants or rights exercise price | $ 11.50 | |||||
Sale of stock issue price per share | $ 10 | |||||
Proceeds from initial public offering | $ 163,776,220 | |||||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Number of shares issued | 1,377,622 | |||||
Common Class A [Member] | Minimum | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Temporary equity redemption price per share | $ 10.15 | |||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Forfeited of Shares | $ 218,094 | |||||
Sponsor Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 7,292,541 | |||||
Sponsor Private Placement Warrants [Member] | Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 7,292,541 | |||||
Class of warrants or rights issue price per share | $ 1 | |||||
Class of warrants or rights issued during the period values | $ 7,292,541 | |||||
Jefferies Private Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 439,627 | |||||
Jefferies Private Warrants [Member] | Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 439,627 | |||||
Class of warrants or rights issued during the period values | $ 439,627 | |||||
Sponsor And Jefferies Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issue price per share | $ 1 | |||||
Sponsor And Jefferies Private Placement Warrants [Member] | Private Placement [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issue price per share | 1 | |||||
Sponsor And Jefferies Private Placement Warrants [Member] | Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Nature Of Organization And Business Operations [Line Items] | ||||||
Class of warrants or rights issue price per share | $ 1 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 21, 2020 | Feb. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Line Items] | ||||||
Unrecognized tax benefits | $ 1,671,000 | $ 1,671,000 | $ 1,671,000 | $ 1,275,000 | $ 639,000 | |
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Cash | $ 557,200 | 1,295,380 | ||||
Unrecognized tax benefits | 0 | 0 | ||||
Accrued interest and penalties | 0 | 0 | ||||
Cash subject to federal depository insurance | $ 250,000 | $ 250,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Reconciliation of the Net Earnings (Loss) per Common Share (Detail) - USD ($) | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Net Earnings | $ (6,238,000) | $ (22,795,000) | $ (1,619,000) | $ (16,946,000) | $ (3,216,000) | ||||
Net Loss | $ (4,972,000) | $ (23,575,000) | $ (1,334,000) | $ (14,374,000) | $ (3,357,000) | ||||
Basic and diluted | 100 | 100 | 100 | ||||||
Earnings/Income/Loss/Basic and Diluted | $ (50) | $ (236) | $ (144) | ||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Interest Income | $ 18,185 | $ 10,751 | $ 46,643 | ||||||
Net Earnings | (707,636) | (39,657) | (921,610) | ||||||
Net Loss | (5,752,200) | $ 260,149 | $ (12,261,549) | (5,492,051) | |||||
Class A Redeemable Ordinary Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Interest Income | $ 10,751 | 18,185 | 46,643 | ||||||
Net Earnings | $ 10,751 | $ 18,185 | $ 46,643 | ||||||
Basic and diluted | 16,377,622 | 16,377,622 | 16,377,622 | ||||||
Earnings/Income/Loss/Basic and Diluted | $ 0 | $ 0 | $ 0 | ||||||
Non Redeemable Class B Ordinary Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Net Earnings | $ (12,272,300) | ||||||||
Net Loss | $ (12,272,300) | $ (5,770,385) | $ (5,538,694) | ||||||
Basic and diluted | 3,827,271 | 4,094,406 | 4,094,406 | ||||||
Earnings/Income/Loss/Basic and Diluted | $ (3.20) | $ (1.41) | $ (1.35) |
Initial Public Offering (Detail
Initial Public Offering (Detail) - $ / shares | Nov. 27, 2020 | Dec. 31, 2020 | Jun. 05, 2020 |
Initial Public Offer [Line Items] | |||
Sale of stock issue price per share | $ 1 | ||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Initial Public Offer [Line Items] | |||
Stock issued during the period shares new issues | 16,377,622 | ||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Initial Public Offer [Line Items] | |||
Stock issued during the period shares new issues | 16,377,622 | 16,377,622 | |
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Initial Public Offer [Line Items] | |||
Stock issued during the period shares new issues | 1,377,622 | ||
Common Class A [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Initial Public Offer [Line Items] | |||
Stock issued during the period shares new issues | 16,377,622 | ||
Sale of stock issue price per share | $ 10 | ||
Class of warrants or rights exercise price | $ 11.50 | ||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Initial Public Offer [Line Items] | |||
Stock issued during the period shares new issues | 1,377,622 |
Warrants (Detail)
Warrants (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - $ / shares | Nov. 27, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Share Trigger Price [Member] | Common Class A [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share redemption trigger price per share | $ 18 | ||
Warrant instrument redemption threshold consecutive trading days | 20 days | ||
Warrant instrument redemption threshold trading days | 30 days | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | trading days | 30 days | 30 days | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | 12 months | |
Term of warrants | 5 years | 5 years | |
Public Warrants outstanding | 8,188,811 | 8,188,811 | |
Public Warrants [Member] | Share Trigger Price [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants redemption price per unit | 0.01% | 0.01% | |
Class of warrants redemption notice period | 30 days | 30 days |
Private Placement (Detail)
Private Placement (Detail) - USD ($) | Nov. 27, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Private Placement Warrants [Member] | Private Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Private Warrants outstanding | 7,732,168 | 7,732,168 | |
Sponsor Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights issued during the period shares | 7,292,541 | ||
Jefferies Private Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights issued during the period shares | 439,627 | ||
Sponsor And Jefferies Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights issue price per share | $ 1 | ||
Proceeds from issuance of warrants | $ 7,732,168 | ||
Private Placement [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights exercise price | $ 11.50 | ||
Private Placement [Member] | Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights exercise price | $ 11.50 | ||
Private Placement [Member] | Sponsor Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights issued during the period shares | 7,292,541 | ||
Class of warrants or rights issue price per share | $ 1 | ||
Private Placement [Member] | Jefferies Private Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights issued during the period shares | 439,627 | ||
Private Placement [Member] | Sponsor And Jefferies Private Placement Warrants [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights issue price per share | $ 1 | ||
Private Placement [Member] | Sponsor And Jefferies Private Placement Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights issue price per share | $ 1 | ||
Proceeds from issuance of warrants | $ 7,732,168 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 07, 2021 | Dec. 31, 2020 | Nov. 27, 2020 | Nov. 16, 2020 | Jul. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 22, 2020 | Jun. 21, 2020 | Jun. 05, 2020 |
Related Party Transaction [Line Items] | ||||||||||||
Common stock shares outstanding | 0 | |||||||||||
Face amount of debt | $ 1,022,000 | |||||||||||
Sale of Stock, Price Per Share | $ 1 | |||||||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||||
Number of shares issued | 16,377,622 | |||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | 146,170,277 | |||||||||||
Proceeds from Issuance Initial Public Offering | $ 160,500,696 | |||||||||||
Minimum cash to satisfy cash condition | $ 185,000,000 | $ 185,000,000 | ||||||||||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 218,094 | |||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||||||
Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of common stock outstanding | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | |||||||
Sponsor [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services value | $ 25,000 | $ 25,000 | ||||||||||
Sale of stock for services received issue price per share | $ 0.004 | |||||||||||
Face amount of debt | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | |||||||
Debt instrument maturity date | Mar. 31, 2021 | Mar. 31, 2021 | ||||||||||
Debt Instrument Repayment Date | Nov. 27, 2020 | |||||||||||
Non-interest bearing liabilities | 2,500 | 53,946 | 2,500 | $ 2,500 | $ 53,946 | |||||||
Non-interest bearing paid | 53,329 | 2,500 | 53,329 | |||||||||
Sponsor [Member] | Working Capital Loan [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Working capital loans outstanding | $ 0 | $ 0 | $ 0 | 0 | $ 0 | |||||||
Non-interest bearing paid | $ 2,500 | |||||||||||
Other Public Shareholder [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of public shares require to approval the business combination | 5,141,609 | |||||||||||
Crescent Park Funds [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 2,547,125 | |||||||||||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 1,377,622 | |||||||||||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||||||
Common stock shares subject to forfeiture | 218,094 | |||||||||||
Number of trading days for determining the share price | 45 days | 45 days | 45 days | |||||||||
Number of shares issued | 218,094 | |||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock shares subject to forfeiture | 562,500 | |||||||||||
Percentage of common stock outstanding | 20.00% | |||||||||||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of trading days for determining the share price | 45 days | |||||||||||
Number of shares issued | 16,377,622 | 16,377,622 | ||||||||||
IPO [Member] | Genesis Park IILP [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 1,000,000 | |||||||||||
Sale of Stock, Price Per Share | $ 10 | $ 10 | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 10,000,000 | |||||||||||
Maximum | Hobby Member [Member] | Director [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 100,000 | |||||||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares issued share based payment arrangement forfeited | 1,437,500 | |||||||||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,094,406 | 4,312,500 | 4,312,500 | 4,094,406 | ||||||
Common Class B [Member] | Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued share based payment arrangement forfeited | 218,094 | 218,094 | ||||||||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | |||||||||
Common Class B [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||||||
Common stock shares no longer subject to forfeiture | 344,406 | |||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of trading days for determining the share price | 45 days | |||||||||||
Number of shares issued | 218,094 | |||||||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||||||
Common Class B [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of common stock outstanding | 20.00% | 20.00% | 20.00% | |||||||||
Founder Shares Class B Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services shares | 5,750,000 | |||||||||||
Founder Shares Class B Common Stock [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services shares | 5,750,000 | |||||||||||
Common stock par value | $ 0.0001 | |||||||||||
Founder Shares Class B Common Stock [Member] | Lock In Period One [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Lock in period of shares held by the initial shareholders | 1 year | 1 year | ||||||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares outstanding | 4,523,969 | 5,065,058 | 4,523,969 | 4,523,969 | 5,065,058 | |||||||
Share Price | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | |||||||
Number of consecutive trading days for determining the share price | 20 days | 20 days | ||||||||||
Number of trading days for determining the share price | 30 days | 30 days | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 163,776,220 | |||||||||||
Common Class A [Member] | HobbyGibson and GP III [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services shares | 1,000,000 | |||||||||||
Sale of Stock, Price Per Share | $ 10 | $ 10 | ||||||||||
Proceeds from Issuance of Common Stock | $ 10,000,000 | |||||||||||
Common Class A [Member] | Lock In Period Two [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Lock in period of shares held by the initial shareholders | 150 days | 150 days | ||||||||||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 1,377,622 | |||||||||||
Common Class A [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 16,377,622 | |||||||||||
Sale of Stock, Price Per Share | $ 10 | |||||||||||
Proceeds from Issuance Initial Public Offering | $ 163,776,220 | |||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | Working Capital Loan [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument convertible into shares amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Debt instrument, convertible, conversion price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||
Redwire Common Stock [Members] | HobbyGibson and GP III [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services shares | 300,000 | |||||||||||
Sale of Stock, Price Per Share | $ 10 | $ 10 | ||||||||||
Proceeds from Issuance of Common Stock | $ 3,000,000 | |||||||||||
Number of shares consummate the purchase and sale | 1,300,000 | |||||||||||
Redwire Common Stock [Members] | Hobby gibson Gp Iii And Sponsor [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services shares | 6,544,406 | |||||||||||
Percentage of common stock outstanding | 10.80% | 10.80% | ||||||||||
Public Share [Member] | Hobby Member [Member] | Director [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 50,000 | |||||||||||
Public Share [Member] | Public Shareholder [Member] | Director [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale of Stock, Price Per Share | $ 10 | $ 10 | ||||||||||
Public Share [Member] | Maximum | Public Shareholder [Member] | Director [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 145,000 |
Recurring Fair Value Measure_10
Recurring Fair Value Measurements (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 27, 2020 |
Fair Value | $ 166,243,614 | ||
Warrant liability | $ 41,166,837 | 36,549,753 | $ 36,549,753 |
U S Money Market [Member] | |||
Fair Value | 95 | ||
US Treasury Securities [Member] | |||
Fair Value | $ 166,243,519 |
Recurring Fair Value Measure_11
Recurring Fair Value Measurements - Summary of Held To Maturity Securities (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] | Dec. 31, 2020USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | $ 166,243,614 |
Gross Unrealized Gains | 10,751 |
Gross Unrealized Losses | (12,968) |
Fair Value | 166,230,646 |
U S Money Market [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | 95 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 95 |
US Treasury Securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | 166,243,519 |
Gross Unrealized Gains | 10,751 |
Gross Unrealized Losses | (12,968) |
Fair Value | $ 166,230,551 |
Recurring Fair Value Measure_12
Recurring Fair Value Measurements - Summary of Financial Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Recurring - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Public Warrants [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Public Warrants [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 19,980,699 | 17,605,944 |
Public Warrants [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | 0 |
Private Placement [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | 0 |
Private Placement [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | 0 |
Private Placement [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 21,186,138 | 18,943,809 |
U.S. Money Market [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 166,290,257 | 95 |
U.S. Money Market [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
U.S. Money Market [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 0 | 0 |
US Treasury Bill Securities [Member] | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 166,232,864 | |
US Treasury Bill Securities [Member] | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | |
US Treasury Bill Securities [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 0 |
Recurring Fair Value Measure_13
Recurring Fair Value Measurements - Summary of Key Inputs in Monte Carlo Simulation Model (Detail) - $ / shares | Nov. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 0.25% | ||||
Range of expected time to exit (years) | 3 years 6 months | ||||
Expected volatility | 70.10% | ||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Dividend yield | 0.00% | 0.00% | |||
Monte Carlo Simulation Model [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 0.44% | 0.43% | 0.43% | 0.90% | |
Range of expected time to exit (years) | 5 years | 5 years | 5 years | 5 years 2 months 1 day | |
Expected volatility | 40.00% | 40.00% | 40.00% | 32.50% | |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Probability of completing a Business Combination | 80.00% | ||||
Dividend yield | 0.00% | 0.00% | |||
Expected stock price at De-SPAC | $ 10 | $ 10 | $ 10 | $ 10.31 | $ 10 |
Recurring Fair Value Measure_14
Recurring Fair Value Measurements - Summary of Change in Fair Value of Warrant Liabilities (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Changes In Fair Value Of Warrant Liabilities | |||
Fair value at beginning balance | $ 36,549,753 | ||
Change in fair value | $ 5,062,749 | $ 11,211,642 | 4,617,084 |
Fair Value at Ending balance | 41,166,837 | 36,549,753 | 41,166,837 |
Level 3 | |||
Changes In Fair Value Of Warrant Liabilities | |||
Fair value at beginning balance | 36,549,753 | ||
Public Warrants reclassified to level 2 | (17,933,496) | ||
Change in fair value | 2,569,881 | ||
Fair Value at Ending balance | $ 21,186,138 | $ 36,549,753 | $ 21,186,138 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - CIK_0001819810_Genesis Park Acquisition Corp [Member] - USD ($) | Nov. 27, 2020 | Dec. 31, 2020 |
Other Commitments [Line Items] | ||
Number of shares issued | 16,377,622 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Number of days given to the underwriters to exercise over allotment option | 45 days | |
Common stock subscribed but not yet issued | 2,250,000 | |
Number of shares issued | 1,377,622 | |
IPO [Member] | ||
Other Commitments [Line Items] | ||
Common stock subscribed but not yet issued | 2,250,000 | |
Number of shares issued | 16,377,622 | 16,377,622 |
Deferred underwriting fee payable per share | $ 0.35 | |
Deferred underwriting fees | $ 5,732,168 | $ 5,732,168 |
Shareholder's Equity (Detail)
Shareholder's Equity (Detail) - USD ($) | Jan. 07, 2021 | Dec. 31, 2020 | Nov. 27, 2020 | Nov. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 22, 2020 |
Preferred stock shares issued | 0 | |||||||
Preferred stock shares outstanding | 0 | |||||||
Common stock shares issued | 0 | |||||||
Common stock shares outstanding | 0 | |||||||
CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Preferred stock shares issued | 0 | 0 | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | 0 | 0 | ||||
Number of shares issued | 16,377,622 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 146,170,277 | |||||||
Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 218,094 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||
Public Warrants [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Preferred stock shares authorized | 2,000,000 | |||||||
IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 16,377,622 | 16,377,622 | ||||||
Number of trading days for determining the share price | 45 days | |||||||
Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 1,377,622 | |||||||
Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||
Number of shares issued | 218,094 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||
Number of trading days for determining the share price | 45 days | 45 days | 45 days | |||||
Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Percentage of common stock outstanding | 20.00% | 20.00% | 20.00% | 20.00% | ||||
Founder Shares [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Percentage of common stock outstanding | 20.00% | |||||||
Common Class A [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Preferred stock par value | $ 0.0001 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 230,000,000 | 230,000,000 | 230,000,000 | 230,000,000 | ||||
Common stock shares issued | 4,523,969 | 4,523,969 | 4,523,969 | 5,065,058 | ||||
Common stock shares outstanding | 4,523,969 | 4,523,969 | 4,523,969 | 5,065,058 | ||||
Common stock shares subject to redemption | 11,853,653 | 11,853,653 | 11,312,564 | |||||
Number of trading days for determining the share price | 30 days | 30 days | ||||||
Common Class A [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 16,377,622 | |||||||
Common Class A [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 1,377,622 | |||||||
Common Class B [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Common stock shares issued | 4,312,500 | 4,312,500 | 4,312,500 | 4,094,406 | ||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,094,406 | |||
Shares issued share based payment arrangement forfeited | 1,437,500 | |||||||
Common Class B [Member] | IPO [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Percentage of common stock outstanding | 20.00% | 20.00% | 20.00% | |||||
Common Class B [Member] | Over-Allotment Option [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Shares issued share based payment arrangement forfeited | 218,094 | |||||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares Subject To Forfeiture [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Number of shares issued | 218,094 | |||||||
Sale of 16,377,622 Units at IPO net of Public Warrant initial fair value | $ 0 | |||||||
Number of trading days for determining the share price | 45 days | |||||||
Common Class B [Member] | Founder Shares [Member] | CIK_0001819810_Genesis Park Acquisition Corp [Member] | ||||||||
Common stock shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | |||||
Shares issued share based payment arrangement forfeited | 218,094 | 218,094 |
CONSOLIDATED BALANCE SHEETS_2
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 21, 2020 | Feb. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||||
Cash and cash equivalents | $ 7,390 | $ 22,076 | $ 9,292 | |||
Accounts receivable, net | 12,478 | 6,057 | 6 | |||
Contract assets | 9,363 | 4,172 | 232 | |||
Inventory | 477 | 330 | 0 | |||
Income tax receivable | 688 | 688 | 62 | |||
Related party receivable | 4,874 | |||||
Prepaid expenses and other current assets | 5,122 | 1,109 | 158 | |||
Total current assets | 35,518 | 39,306 | 9,750 | |||
Property, plant and equipment, net | 5,115 | 3,262 | 253 | |||
Goodwill | 69,333 | 52,711 | ||||
Intangible assets, net | 91,552 | 60,961 | ||||
Other non-current assets | 118 | 534 | 102 | |||
Total assets | 201,636 | 156,774 | 10,105 | |||
Current liabilities: | ||||||
Accounts payable | 5,954 | 7,158 | 1,647 | |||
Notes payable to sellers | 12,874 | 1,827 | ||||
Short-term debt, including current portion of long-term debt | 1,230 | 1,074 | 208 | |||
Accrued expenses | 17,234 | 7,462 | 43 | |||
Deferred revenue | 15,225 | 15,665 | 6,316 | |||
Other current liabilities | 1,049 | 378 | 395 | |||
Total current liabilities | 53,566 | 33,564 | 8,610 | |||
Long-term debt | 116,724 | 76,642 | 3,096 | |||
Deferred tax liabilities | 13,795 | 7,367 | ||||
Non-current deferred revenue | 1,398 | |||||
Other non-current liabilities | 6 | 1,183 | ||||
Total liabilities | 184,085 | 117,579 | 14,286 | |||
Commitments and contingencies (Note M) | ||||||
Preferred Stock - $0.0001 par value per share, 526,587 shares authorized, issued, and outstanding at December 31, 2019 (Predecessor) (liquidation preference of $9,015) | 9,015 | |||||
Equity: | ||||||
Members' contribution/Additional paid-in capital | 55,173 | 53,063 | 10 | |||
Accumulated deficit | (37,949) | (14,374) | (13,198) | |||
Accumulated other comprehensive income (loss) | 327 | 506 | (8) | |||
Members' equity | 17,551 | 39,195 | $ (13,530) | $ 0 | (4,181) | $ (3,104) |
Total liabilities and members' equity | $ 201,636 | 156,774 | 10,105 | |||
Class F Common Stock | ||||||
Equity: | ||||||
Common Stock | 0 | 0 | ||||
Common Stock | ||||||
Equity: | ||||||
Common Stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2019USD ($)$ / sharesshares |
Preferred Stock, par value | $ / shares | $ 0.0001 |
Preferred Stock, shares authorized | 526,587 |
Preferred Stock, shares issued | 526,587 |
Preferred Stock, shares outstanding | 526,587 |
Preferred Stock, liquidation preference | $ | $ 9,015 |
Class F Common Stock | |
Common Stock, par value | $ / shares | $ 0.0001 |
Common Stock, shares authorized | 1,316,467 |
Common stock, shares issued | 1,316,467 |
Common stock, shares outstanding | 1,316,467 |
Common Stock | |
Common Stock, par value | $ / shares | $ 0.0001 |
Common Stock, shares authorized | 2,401,881 |
Common stock, shares issued | 2,401,881 |
Common stock, shares outstanding | 2,401,881 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||
Revenues | $ 5,171 | $ 63,846 | $ 16,651 | $ 16,651 | $ 40,785 | $ 19,013 |
Cost of sales | 3,481 | 47,755 | 12,623 | 32,676 | 15,019 | |
Gross margin | 1,690 | 16,091 | 4,028 | 8,109 | 3,994 | |
Operating expenses: | ||||||
Selling, general and administrative | 1,941 | 23,399 | 5,260 | 13,103 | 6,320 | |
Research and development | 528 | 1,954 | 387 | 2,008 | 890 | |
Transaction expenses (includes payments to related parties of $2,726) | 5,459 | 2,419 | 9,944 | |||
Operating loss | (6,238) | (22,795) | (1,619) | (16,946) | (3,216) | |
Interest income | (1) | (7) | (2) | (27) | ||
Interest expense | 3,192 | 83 | 1,074 | 134 | ||
Loss before income taxes | (6,250) | (25,963) | (1,718) | (18,033) | (3,347) | |
Income tax (benefit) expense | (1,278) | (2,388) | (384) | (3,659) | 10 | |
Net loss | (4,972) | (23,575) | (1,334) | $ (14,374) | (3,357) | |
Basic net loss per Unit | $ (144) | |||||
Diluted net loss per Unit | $ (144) | |||||
Weighted-average Units outstanding: | ||||||
Diluted | 100 | |||||
Comprehensive (loss) income: | ||||||
Net Income (loss) | (4,972) | (23,575) | (1,334) | $ (14,374) | (3,357) | |
Foreign currency translation (loss) gain, net of tax | 38 | (179) | 2 | 506 | (8) | |
Total other comprehensive (loss) income, net of tax | 38 | (179) | 2 | 506 | (8) | |
Total comprehensive loss | $ (4,934) | $ (23,754) | $ (1,332) | $ (13,868) | $ (3,365) |
CONSOLIDATED STATEMENTS OF OP_3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |
Payments related to related parties | $ 2,726 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Class F Common Stock | Total |
As of beginning at Dec. 31, 2018 | $ 519 | $ (3,623) | $ (3,104) | |||
As of beginning (par value) at Dec. 31, 2018 | $ 0.0001 | $ 0.0001 | ||||
As of beginning (in shares) at Dec. 31, 2018 | 3,628,585 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of equity-based compensation awards | 62,389 | |||||
Equity-based compensation expense | 2,288 | 2,888 | ||||
Recapitalization, including transfer to temporary equity | (2,797) | (6,218) | (9,015) | |||
Recapitalization, including transfer to temporary equity (in shares) | (1,289,093) | 1,316,467 | ||||
Foreign currency translation, net of tax | $ (8) | (8) | ||||
Net Income (loss) | (3,357) | (3,357) | ||||
As of ending at Dec. 31, 2019 | 10 | (13,198) | (8) | (4,181) | ||
As of ending at Dec. 31, 2019 | (13,196) | |||||
As of ending (par value) at Dec. 31, 2019 | $ 0.0001 | $ 0.0001 | ||||
As of ending (in shares) at Dec. 31, 2019 | 2,401,881 | 1,316,467 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Recapitalization, including transfer to temporary equity | (9,015) | |||||
As of beginning at Dec. 31, 2019 | 10 | (13,198) | (8) | (4,181) | ||
As of beginning (par value) at Dec. 31, 2019 | $ 0.0001 | $ 0.0001 | ||||
As of beginning (in shares) at Dec. 31, 2019 | 2,401,881 | 1,316,467 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation expense | 998 | 998 | ||||
Foreign currency translation, net of tax | 2 | 2 | ||||
Net Income (loss) | (1,334) | (1,334) | ||||
As of ending at Jun. 21, 2020 | $ 1,008 | (14,532) | (6) | (13,530) | ||
As of ending (in shares) at Jun. 21, 2020 | 2,401,881 | 1,316,467 | ||||
As of beginning at Feb. 09, 2020 | 0 | 0 | 0 | |||
As of beginning at Feb. 09, 2020 | $ 0 | |||||
As of beginning (in shares) at Feb. 09, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Foreign currency translation, net of tax | $ 38 | |||||
Net Income (loss) | (4,972) | |||||
As of beginning at Feb. 09, 2020 | 0 | 0 | 0 | |||
As of beginning at Feb. 09, 2020 | $ 0 | |||||
As of beginning (in shares) at Feb. 09, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Parent's contributions | $ 47,082 | |||||
Parent's contributions (in shares) | 100 | |||||
Parent contributions for acquisitions | $ 5,981 | |||||
Foreign currency translation, net of tax | 506 | 506 | ||||
Net Income (loss) | (14,374) | (14,374) | ||||
As of ending at Dec. 31, 2020 | $ 53,063 | |||||
As of ending (in shares) at Dec. 31, 2020 | 100 | |||||
As of ending at Dec. 31, 2020 | (14,374) | 506 | $ 39,195 | |||
As of ending at Dec. 31, 2020 | $ 53,063 | |||||
As of ending (in shares) at Dec. 31, 2020 | 100 | |||||
As of ending at Dec. 31, 2020 | (14,374) | 506 | $ 39,195 | |||
As of beginning at Dec. 31, 2020 | $ (14,374) | $ 506 | 39,195 | |||
As of beginning at Dec. 31, 2020 | $ 53,063 | |||||
As of beginning (in shares) at Dec. 31, 2020 | 100 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Foreign currency translation, net of tax | $ (179) | |||||
Net Income (loss) | (23,575) | |||||
As of ending at Jun. 30, 2021 | 17,551 | |||||
As of ending at Jun. 30, 2021 | $ 17,551 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (1,334) | $ (14,374) | $ (3,357) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization expense | 59 | 3,107 | 66 |
Amortization of debt issuance costs and discount | 134 | 30 | 27 |
Parent's contributions for acquisitions | 705 | ||
Loss on disposal of property and equipment | 227 | ||
Equity-based compensation expense | 997 | 2,288 | |
Deferred income tax benefits | (3,658) | ||
Changes in assets and liabilities: | |||
Accounts receivable | (548) | (1,625) | 2,295 |
Contract assets | (433) | 11 | 37 |
Inventory | (30) | (67) | |
Prepaid expenses and other assets | (354) | (568) | (115) |
Accounts payable and accrued expenses | 4,647 | 2,647 | 674 |
Deferred revenue | 64 | 3,621 | 3,613 |
Other liabilities | (40) | (5,706) | 137 |
Net cash (used in) provided by operating activities | 3,162 | (15,650) | 5,665 |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | (79,531) | ||
Purchase of property, plant and equipment, net | (250) | (917) | (191) |
Advance to related party | (4,874) | ||
Net cash used in investing activities | (250) | (85,322) | (191) |
Cash flows from financing activities: | |||
Repayments of term loans | (102) | (4,661) | (182) |
Proceeds from term loans | 1,463 | 81,289 | 1,000 |
Parent's contribution | 46,077 | ||
Net cash provided by financing activities | 1,361 | 122,705 | 818 |
Effect of foreign currency rate changes on cash and cash equivalents | (6) | 343 | (13) |
Net (decrease) increase in cash and cash equivalents | 4,267 | 22,076 | 6,279 |
Cash and cash equivalents at beginning of period | 9,292 | 3,013 | |
Cash and cash equivalents at end of period | 13,559 | 22,076 | 9,292 |
Cash paid during the period for: | |||
Interest | 70 | 196 | 109 |
Income taxes | $ 41 | 135 | (9) |
Non-cash investing activity | |||
Parent's contribution for acquisition of businesses | (5,981) | ||
Purchase of intangible assets settled by Parent | (300) | ||
Purchase of property, plant and equipment directly settled by term loan | $ (72) | ||
Property, plant and equipment expenditures included in accounts payable or accrued liabilities | $ 83 |
Description of the Business
Description of the Business | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Description of the Business | ||
Description of the Business | Note A — Description of the Business AE Industrial Partners Fund II, LP (“AEI”), a private equity firm specializing in aerospace, defense, and government services, formed a series of acquisition vehicles on February 10, 2020, which included Cosmos Parent, LLC, Cosmos Intermediate, LLC, Cosmos Finance, LLC and Cosmos Acquisition, LLC, with Cosmos Parent, LLC being the top holding company. Cosmos Parent, LLC owned 100% of the equity in Cosmos Intermediate, LLC; Cosmos Intermediate, LLC owned 100% of the equity in Cosmos Finance, LLC; Cosmos Finance, LLC owned 100% of the equity in Cosmos Acquisition, LLC. Upon the formation of these acquisition vehicles, Cosmos Intermediate, LLC (“Successor”) effected a number of acquisitions through its wholly owned subsidiary, Cosmos Acquisition, LLC. These acquisitions included Adcole Space, LLC (“Adcole”), Deep Space Systems, Inc. (“DSS”), In Space Group, Inc. and its subsidiaries (collectively “MIS” or “Predecessor”), Roccor, LLC (“Roccor”), and LoadPath, LLC (“LoadPath”) as of December 31, 2020. The Successor is a wholly owned subsidiary of Redwire, LLC (“Parent”). The Predecessor, which is comprised of MIS before its acquisition date, and the Successor, including Adcole, DSS, MIS, Roccor, LoadPath, Oakman, and DPSS, after the acquisition of each, respectively, are collectively referred to as “the Company.” The Company develops and manufactures a wide array of space infrastructure solutions and provides advanced engineering, modeling and simulation services to enable future space missions. Many of these products and services have been enabling space missions since the 1960s and have been flight-proven on over 150 satellite missions, including high-priority missions such as the GPS constellation, New Horizons and Perseverance. The Company also is a provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization During the six month period ended June 30, 2021, the following acquisitions were completed: ● On January 15, 2021, the Company acquired Oakman Aerospace, Inc. (“Oakman”), which was established in 2012. Oakman specializes in the development of modular open system architecture, rapid spacecraft design and development, and custom missions, payloads, and applications. Oakman’s proprietary digital engineering modular, open systems software environment, ACORN, enables the next generation of digitally engineered spacecraft that optimizes the balance between cost and tailoring capability in spacecraft design and development. ● On February 17, 2021, the Company acquired Deployable Space Systems, Inc. (“DPSS”), which was established in 2008. DPSS’ mission is to develop new and enabling deployable technologies for space applications, transition emerging technologies to industry for infusion into future Department of Defense (“DoD”), NASA, and/or commercial programs and design, analyze, build, test and deliver on-time the deployable solar arrays, deployable structures and space system products. DPSS has developed a one of a kind, patented roll out solar array (“ROSA”) technology which is a new and innovative mission-enabling rolled flexible blanket solar array system that offers greatly improved performance over state-of-the-art rigid panel solar arrays. | Note A – Description of the Business AE Industrial Partners Fund II, LP (“AE”), a private equity firm specializing in aerospace, defense, and government services, formed a series of acquisition vehicles on February 10, 2020, which included Cosmos Parent, LLC, Cosmos Intermediate, LLC, Cosmos Finance, LLC and Cosmos Acquisition, LLC, with Cosmos Parent, LLC being the top holding company. Cosmos Parent, LLC owned 100% of the equity in Cosmos Intermediate, LLC; Cosmos Intermediate, LLC owned 100% of the equity in Cosmos Finance, LLC; Cosmos Finance, LLC owned 100% of the equity in Cosmos Acquisition, LLC. Upon the formation of these acquisition vehicles, Cosmos Intermediate, LLC (“Successor”) effected a number of acquisitions through its wholly owned subsidiary, Cosmos Acquisition, LLC. ● On March 2, 2020, Cosmos Acquisition, LLC acquired a business unit of Adcole Corporation, Adcole Space, LLC (“Adcole”). Adcole was established in 1957 and has been at the forefront of space exploration since its beginning, providing satellite components that are integral to the mission success of hundreds of low-earth orbit (“LEO”), geosynchronous (“GEO”) and interplanetary spacecraft. The company’s core capabilities include the design and manufacture of mission-critical, high reliability optical sensors for satellites providing guidance, navigation, situational awareness, and control capabilities. Key products include sun sensors, star trackers, and star cameras. ● On June 1, 2020, Cosmos Acquisition, LLC acquired Deep Space Systems, Inc. (“DSS”). DSS was established in 2001 and provides systems engineering solutions that support the design, development, integration, testing, and operations of science and exploration spacecraft. DSS provides critical systems engineering support to next generation space exploration programs such as Dream Chaser and Orion, and is a prime contractor on the National Aeronautics and Space Administration (“NASA”)’s highly competitive Commercial Lunar Payload Services (“CLPS”) contract. ● On June 22, 2020, Cosmos Acquisition, LLC acquired In Space Group, Inc. and its subsidiaries (collectively “MIS” or “Predecessor”). MIS was established in 2010. MIS is the industry leader for space manufacturing technologies, delivering next-generation capabilities in orbit to support exploration objectives and national security priorities. As the first commercial company to additively manufacture in space, MIS’s vision is to sustainably develop off-Earth manufacturing capabilities to enable the future of space exploration. With a focus on industrializing the space environment, MIS specializes in on-orbit manufacturing, space-enabled materials development, and exploration manufacturing technology. ● On June 22, 2020, the name of Cosmos Parent, LLC was changed to Redwire, LLC. ● On October 28, 2020 Cosmos Acquisition, LLC acquired Roccor, LLC (“Roccor”). Roccor was established in 2012. Roccor specializes in deployable structure systems, thermal management systems, and advanced manufacturing in the aerospace industry. Roccor develops a variety of products including solar arrays, antennas, and thermal management solutions. Roccor was selected by NASA to develop a first of a kind deployable structure for a nearly 18,000 square foot solar sail. ● On December 11, 2020 Cosmos Acquisition, LLC acquired LoadPath, LLC (“LoadPath”). LoadPath was established in 2009. LoadPath specializes in the development and delivery of aerospace structures, mechanisms, and thermal control solutions. The company performs design, analysis, testing, and fabrication to advanced technologies through the complete concept-to-flight development cycle. Specific product and services include multiple payload adapters, deployable structures and booms, thermal management technology, spacecraft mechanisms, CubeSat components and launch accommodations, Veritrek, ground support equipment, and testing services. The Successor is a wholly owned subsidiary of Redwire, LLC (“Parent”). The Predecessor comprised of MIS before its acquisition date, and the Successor, including Adcole, DSS, MIS, Roccor, and LoadPath, after the acquisition date of each, are collectively “the Company.” The Company develops and manufactures a wide array of space infrastructure solutions and provides advanced engineering, modeling and simulation services to enable future space missions. Some of these products and services have been enabling space missions since the 1960s and have been flight-proven on over 150 satellite missions, including high-priority missions such as the GPS constellation, New Horizons and Perseverance. The Company is also a leading provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) | Note B – Summary of Significant Accounting Policies Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. 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, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Contingent consideration is 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 period using Level 3 unobservable inputs (Level 3). Any changes in the fair value of these contingent consideration payments are included in operating income in the consolidated statements of operations. Revenue Recognition Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers 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 under the guidance of ASC 606 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 within the context to which the transaction price is assigned and for which revenue is recognized over time. Once the Company identifies the performance obligations, the Company 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. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. 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. 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 fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material (“T&M”) contracts. 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: 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 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 over time 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. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component; the Company expects, at contract inception, 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 Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s consolidated balance sheets were $4,172 thousand as of December 31, 2020 (Successor), compared to $232 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract asset balances related to MIS only. Contract liability balances included in deferred revenue on the Company’s consolidated balance sheets were $15,665 thousand as of the December 31, 2020 (Successor), compared to $6,316 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract liability balances related to MIS only. Revenue recognized in the Successor 2020 and the Predecessor 2020 Period that was included in the contract liability balance as of December 31, 2019 (Predecessor) was $1,792 thousand and $4,551 thousand, respectively. Remaining Performance Obligations 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 those contracts accounted for under the “right to invoice” practical expedient. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $122,019 thousand. The Company expects to recognize approximately 60% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. Inventory 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 included in cost of sales in the consolidated statements of operations. Segment Information 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. Goodwill and Indefinite-Lived Assets 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 (see Note G). 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 the fair value of a reporting unit does not exceed its carrying value, the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. Long-Lived Assets The Company regularly evaluates its property, plant and equipment and intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment ASC 350, Intangibles—Goodwill and Other expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. Property, Plant and Equipment 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 are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under capital leases. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Property, plant and equipment life in years Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term 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 the results of operations. Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations (see Note C) and consist of identifiable finite-lived intangible assets, including technology, trademarks, and customer relationships. These 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 asset are consumed. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Research and Development Costs 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. Advertising Costs All advertising, promotional and marketing costs are expensed when incurred. During the Successor 2020 Period, Predecessor 2020 Period and Predecessor 2019 Period, advertising costs were $147 thousand, $86 thousand, and $155 thousand, respectively, and are including in Selling, general and administrative within the consolidated statements of operations. Equity-based Compensation The Company has a written compensatory benefit plan to provide incentives to existing or new employees, officers, managers, directors, and other service providers of the Company. Equity-based compensation cost is measured at the grant date based on the fair value of the award, which is calculated using the Black-Scholes Option Pricing Model (“OPM”). The vesting of the incentives is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation cost is deferred until the performance conditions are met. Once the performance conditions are met, unrecognized compensation cost is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation cost is recognized regardless of market conditions being met. Forfeitures are recognized in the period they occur. Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share Foreign Currency The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. The accounts of foreign subsidiaries are translated using exchange rates in effect at the end of the reporting period for assets and liabilities on the consolidated balance sheets and at average exchange rates during the reporting period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI”) includes foreign currency translation adjustments.The components of AOCI included $506 thousand, $1 thousand, $(8) thousand of foreign currency translation adjustments for the Successor 2020 Period, the Predecessor 2020 Period and the Predecessor 2019 Period, respectively. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and cash flows will be generally consistent with the current guidance. The new lease guidance will be effective for the year ending December 31, 2022 and will be applied using a modified retrospective transition method to either the beginning of the earliest period presented or the beginning of the year of adoption. The Company is currently evaluating the impact of adopting the new standard. The adoption of this standard will require the recognition of a right of use asset and liability on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Business Combinations
Business Combinations | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combinations | ||
Business Combinations | Note C — Business Combinations Adcole Acquisition On March 2, 2020, the Successor acquired 100% of the equity interest of Adcole in exchange for cash. The acquisition supports the Company’s growth in its offering of space structures. The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 The following table summarizes the intangible assets acquired by class: March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 The fair value of the acquired trademark and technology 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 was estimated using the replacement cost 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. The results of operations of the acquired businesses for the period from March 2, 2020 to June 30, 2020 have been included in the results of operations for the Successor Q2 2020 Period; the post-acquisition revenues and net loss included in the Successor Q2 2020 Period were $3,373 thousand and ($279) thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor Q2 2020 Period were $2,055 thousand. DSS Acquisition On June 1, 2020, the Successor acquired 100% of the equity interest of DSS in exchange for cash and 1,000,000 units of the Successor’s Parent’s equity (“Parent Units”). The acquisition supports the Company’s growth in its offering of engineering solutions. The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. 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 $ 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 $ 3,081 Fair value of net identifiable assets acquired 1,041 Goodwill $ 3,899 The following table summarizes the intangible assets acquired by class: June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 The fair value of the acquired trademark was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 1, 2020 to June 30, 2020 have been included in the results of operations for the Successor Q2 2020 Period; the post-acquisition revenues and net loss included in the Successor Q2 2020 Period were $808 thousand and ($27) thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor Q2 2020 Period were $434 thousand. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $85 thousand, decreasing the balance to $3,899 thousand. Refer to Footnote H — Goodwill for further discussion. MIS Acquisition On June 22, 2020, the Successor acquired 100% of the equity interest of MIS in exchange for cash and 2,615,726 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of MIS has a contingent earnout payment from the Company upon the achievement of certain revenue milestones over the year ended December 31, 2020. The earnout amount is computed at $1.50 for every $1.00 of MIS revenue, as defined in the purchase agreement, in excess of $40,000 thousand for the year ended December 31, 2020, and the contingent earnout shall not exceed $15,000 thousand or be less than $0. The Company executed a settlement agreement on August 20, 2021 with the sellers. Per the settlement agreement, the Company agreed to issue 1,354,088 Class A units of the Parent and pay $1,552 thousand in cash. The fair value of the Class A units as of June 30, 2021 is $9,939 thousand. The fair value is arrived at using the following assumptions: MIS Black-Scholes Option Pricing Model Assumptions Risk-free interest rate 0.05 % Revenue volatility 51.7 % The total fair value of the contingent earnout payment as of June 30, 2021, including the equity component is $11,491 thousand. The change in the fair value of the earnout payment, $10,889 thousand, is reflected in contingent earnout expense on the condensed consolidated statement of operations for the Successor 2021 Period as the adjustment in fair value occurred subsequent to the MIS measurement period. The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. 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 $ 51,448 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,585 Goodwill $ 14,808 The following table summarizes the intangible assets acquired by class: June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 22, 2020 to June 30, 2020 have been included in the results of operations for the Successor Q2 2020 Period; the post-acquisition revenues and net income included in the Successor Q2 2020 Period were $990 thousand and $793 thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor Q2 2020 Period were $4,132 thousand. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $512 thousand, decreasing the balance to $14,808 thousand. Refer to Footnote H — Goodwill for further discussion. Roccor Acquisition On October 28, 2020, the Successor acquired 100% of the equity interest of Roccor in exchange for cash and 1,564,531 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of Roccor awarded such sellers with a contingent right to an earnout payment from the Company upon the achievement of certain revenue milestones for the year ended December 31, 2021. The earnout amount would be based on one of the following: (i) $0 if Roccor revenue for the year ended December 31, 2021 is less than $30,000 thousand, (ii) $1,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $30,000 thousand but less than $40,000 thousand, (iii) $2,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $40,000 thousand. The fair value of the Roccor contingent earnout was estimated using the Black-Scholes OPM; the fair value of the Roccor contingent earnout was $550 thousand as of the acquisition date. The assumptions used in the Black-Scholes OPM were as follows: 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 % During the Successor 2021 Period, the revenue based earnout of $225 thousand was recorded in contingent earnout expense on the condensed consolidated statement of operations. The purchase agreement also stipulated that certain funds in the amount of $466 thousand were to be held in escrow (the “PBR Escrow”), subject to a variance (the “PBR Variance”), for the benefit of the sellers. The PBR Variance was defined as the excess revenue recorded by Roccor for the year ended December 31, 2020, based on the difference between Roccor’s forecasted revenues and Roccor’s actual revenues for the eight months ended August 31, 2020. Upon determination of the PBR Variance, an amount equal to (i) the PBR Escrow less (ii) the PBR Variance will be disbursed to the sellers of Roccor; any remaining PBR Escrow funds will be disbursed to the Company. Since the transfer of the PBR Escrow funds is contingent upon the PBR Variance, the Company’s obligation to deliver the PBR Escrow funds net of PBR Variance was determined to be a contingent consideration. The fair value of the PBR Variance was determined to be $359 thousand as of the acquisition date, therefore contingent consideration related to PBR Escrow was determined to be $107 thousand. PBR Escrow amount of $107 thousand was paid to sellers of Roccor in March 2021. 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. October 28, 2020 Cash paid $ 14,999 Equity issued 1,565 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,041 The following table summarizes the intangible assets acquired by class: October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $684 thousand, decreasing the balance to $6,041 thousand. Refer to Footnote H — Goodwill for further discussion. LoadPath Acquisition On December 11, 2020, the Successor acquired 100% of the equity interest of LoadPath in exchange for cash and 800,000 Parent Units. The acquisition supports the Company’s growth in its offering of engineering solutions. 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. December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 The following table summarizes the intangible assets acquired by class: December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. Oakman Acquisition On January 15, 2021, the Successor acquired 100% of the equity interest of Oakman for cash and 1,000,000 Parent Units. The acquisition supports the Company’s growth in its offering of engineering solutions. 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. January 15, 2021 Cash paid $ 12,142 Equity issued 2,110 Purchase consideration $ 14,252 Assets: Accounts receivable $ 1,279 Contract assets 121 Inventory 40 Prepaid expenses and other current assets 50 Property, plant and equipment 493 Intangible assets 10,600 $ 12,583 Liabilities: Accounts payable $ 46 Accrued expenses 2,022 Deferred revenue 253 Other current liabilities 45 Deferred tax liabilities 2,831 $ 5,197 Fair value of net identifiable assets acquired 7,386 Goodwill $ 6,866 The following table summarizes the intangible assets acquired by class: January 15, 2021 Trademark $ 100 Technology 5,600 Customer relationships 4,900 Total intangible assets $ 10,600 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings 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 not deductible. The results of operations of the acquired businesses for the period from January 15, 2021 to June 30, 2021 have been included in the results of operations for the Successor 2021 Period; the post-acquisition revenues and net loss included in the period were $2,688 thousand and ($564) thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor 2021 Period were $657 thousand. DPSS Acquisition On February 17, 2021, the Successor acquired 100% of the equity interest of DPSS in exchange for cash. The acquisition supports the Company’s growth in its offering of deployable technology. 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. February 17, 2021 Cash paid $ 27,305 Purchase consideration $ 27,305 Assets: Cash $ 711 Accounts receivable 1,270 Contract assets 1,534 Inventory 3 Prepaid expenses and other current assets 53 Property, plant and equipment 734 Intangible assets 24,160 Other non-current assets 48 $ 28,513 Liabilities: Accounts payable $ 1,186 Accrued expenses 1,282 Deferred revenue 3,830 Deferred tax liabilities 6,058 $ 12,356 Fair value of net identifiable assets acquired 16,157 Goodwill $ 11,148 The following table summarizes the intangible assets acquired by class: February 17, 2021 Trademark $ 160 Technology 11,900 Customer relationships 12,100 Total intangible assets $ 24,160 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $244 thousand, increasing the balance to $11,148 thousand. The change primarily related to the settlement of net working capital adjustments. Refer to Footnote H — Goodwill for further discussion. The results of operations of the acquired businesses for the period from February 17, 2021 to June 30, 2021 have been included in the results of operations for the Successor 2021 Period; the post-acquisition revenues and net loss included in the Successor 2021 Period were $10,888 thousand and ($294) thousand, respectively. The acquisition-related costs, which are included in transaction expenses in the condensed consolidated statement of operations for the Successor 2021 Period were $1,566 thousand. Pro Forma Financial Data (Unaudited) The following table presents the pro forma combined results of operations for the business combinations for the six month periods ended June 30, 2021 and 2020 as though the acquisitions of Adcole, DSS, MIS, Roccor, and LoadPath (the “2020 business combinations”) had been completed as of January 1, 2019, and the acquisitions of Oakman and DPSS (the “2021 business combinations”) had been completed as of January 1, 2020. The pro forma six month period ended June 30, 2021 includes the pre-acquisition 2021 period, and Successor 2021 period for all entities. The pro forma six month period ended June 30, 2020 includes the Predecessor 2020 Period, the Successor Q2 2020 Period, and the pre-acquisition period for all business combinations. Pro forma for the six month period ended June 30, 2021 June 30, 2020 Revenues $ 68,153 $ 57,290 Net (loss) income (22,066) (3,908) 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 2021 business combinations had taken place as of January 1, 2020 and the 2020 business combinations had taken place as of January 1, 2019, 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 have been realized had the business combination occurred as of the date indicated or that may be achieved in the future. During the Successor 2021 Period, the Company incurred $2,419 thousand of acquisition related costs attributable to the business combinations, included in the Successor 2021 Period transaction expenses on the condensed consolidated statement of operations. These expenses are reflected in the pro forma earnings for the six month period ended June 30, 2020, in the table above. | Note C – Business Combinations Adcole Acquisition On March 2, 2020, the Successor acquired 100% of the equity interest of Adcole for cash. The acquisition supports the Company’s growth in its offering of space structures. 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. March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 The following table summarizes the intangible assets acquired by class: March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 The fair value of the acquired trademark and technology 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 was estimated using the replacement cost 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. The results of operations of the acquired businesses for the period from March 2, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $8,096 thousand and ($1,878) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $2,055 thousand. DSS Acquisition On June 1, 2020, the Successor acquired 100% of the equity interest of DSS for cash and 1,000,000 units of the Successor’s Parent’s equity (“Parent Units”). The acquisition supports the Company’s growth in its offering of engineering solutions. 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. 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 $ 4,122 Liabilities: Accounts payable $ 284 Deferred revenue 188 Current Portion of long-term debt 353 Other current liabilities 1,178 Long-term debt 705 Deferred tax liabilities 458 $ 3,166 Fair value of net identifiable assets acquired 956 Goodwill $ 3,984 The following table summarizes the intangible assets acquired by class: June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 1, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $5,381 thousand and ($1,707) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $434 thousand. MIS Acquisition On June 22, 2020, the Successor acquired 100% of the equity interest of MIS for cash and 2,615,726 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of MIS awarded them a contingent right to an earnout payment from the Company upon the achievement of certain revenue milestones over the year ended December 31, 2020. The earnout amount would be computed as $1.50 for every $1.00 of MIS revenue, as defined in the purchase agreement with the sellers of MIS, in excess of $40,000 thousand for the year ended December 31, 2020; the contingent earnout shall not exceed $15,000 thousand or be less than $0. The fair value of the MIS contingent earnout was estimated using the Black-Scholes OPM. The assumptions used in the Black-Scholes OPM were as follows: MIS Black-Scholes OPM Assumptions Risk-free interest rate 0.2 % Revenue discount rate 6.5 % Revenue volatility 30.0 % Earnout payment discount rate 5.9 % 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. June 22, 2020 Cash paid $ 42,177 Equity issued 2,616 Contingent consideration 600 Purchase consideration $ 45,393 Assets: Cash $ 13,559 Accounts receivable 585 Contract assets 665 Property, plant and equipment 451 Intangible assets 35,000 Other non-current assets 676 $ 50,936 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,073 Goodwill $ 15,320 The following table summarizes the intangible assets acquired by class: June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 22, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $22,061 thousand and $(1,186) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $4,132 thousand. Roccor Acquisition On October 28, 2020, the Company acquired 100% of the equity interest of Roccor for cash and 1,564,531 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of Roccor awarded them a contingent right to an earnout payment from the Company upon the achievement of certain revenue milestones for the year ended December 31, 2021. The earnout amount would be based on one of the following: (i) $0 if Roccor revenue for the year ended December 31, 2021 is less than $30,000 thousand, (ii) $1,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $30,000 thousand but less than $40,000 thousand, (iii) $2,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $40,000 thousand. The fair value of the Roccor contingent earnout was estimated using the Black-Scholes OPM; the fair value of the Roccor contingent earnout was $550 thousand as of the acquisition date. The assumptions used in the Black-Scholes OPM were as follows: Roccor Risk-free interest rate 0.1 % Revenue discount rate 7.0 % Revenue volatility 30.0 % Earnout payment discount rate 4.0 % The purchase agreement with the sellers of Roccor also stipulated that certain funds in the amount of $466 thousand were to be held in escrow (the “PBR Escrow”), subject to a variance (the “PBR Variance”), for the benefit of the sellers. The PBR Variance was defined as the excess revenue recorded by Roccor for the year ended December 31, 2020, based on the difference between Roccor’s forecasted revenues and Roccor’s actual revenues for the eight months ended August 31, 2020. Upon determination of the PBR Variance, an amount equal to (i) the PBR Escrow less (ii) the PBR Variance will be disbursed to the sellers of Roccor; any remaining PBR Escrow funds will be disbursed to the Company. Since the transfer of the PBR Escrow funds is contingent upon the PBR Variance, the Company’s obligation to deliver the PBR Escrow funds net of PBR Variance was determined to be a contingent consideration. The fair value of the PBR Variance was determined to be $359 thousand as of the acquisition date, therefore contingent consideration related to PBR Escrow was determined to be $107 thousand. PBR Escrow amount of $107 thousand was paid to sellers of Roccor in March 2021. 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. October 28, 2020 Cash paid $ 15,683 Equity issued 1,565 Contingent consideration 657 Purchase consideration $ 17,905 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,725 The following table summarizes the intangible assets acquired by class: October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from October 28, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net income included in the Successor 2020 Period were $5,003 thousand and $338 thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $1,838 thousand. LoadPath Acquisition On December 11, 2020, the Successor acquired 100% of the equity interest of LoadPath for cash and 800,000 Parent Units. The acquisition supports the Company’s growth in its offering of engineering solutions. 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. December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 The following table summarizes the intangible assets acquired by class: December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from December 11, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $245 thousand and $(32) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $1,485 thousand. Pro Forma Financial Data (Unaudited) The following table presents the pro forma combined results of operations for the business combinations for the years ended December 31, 2020 and December 31, 2019 as though the acquisitions had been completed as of January 1, 2019. The year ended December 31, 2020 includes the pre-acquisition 2020 period, the Predecessor 2020 Period, and the Successor 2020 Period. The year ended December 31, 2019 includes the pre-acquisition 2019 period and the Predecessor 2019 Period. Pro forma for the year ended December 31, December 31, 2020 2019 Net revenues $ 84,770 $ 56,129 Net loss $ (9,131) $ (12,978) The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if all the business combinations had taken place as of January 1, 2019, 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 have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future. Transaction expenses of $9,944 incurred in the Successor 2020 period are reflected in the pro forma net loss for the year ended December 31, 2019. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value of Financial Instruments | ||
Fair Value of Financial Instruments | Note D — Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable, salaries and benefits payable, accrued interest, and other accrued expenses and current liabilities are reflected on the condensed consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. As of June 30, 2021, the fair value of the Company’s debt approximates its carrying value and is classified as a Level 2 fair value in the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. Contingent consideration consists of estimated future payments related to the Successor’s acquisitions of MIS and Roccor. As certain inputs are not observable in the market, contingent consideration payments are classified as Level 3 instruments and included in notes payable to seller on the Successor’s condensed consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes OPM used to determine the fair value of contingent consideration would result in a significantly lower or higher fair value measurement. The Company adjusts the previous fair value estimate of contingent consideration at each reporting period while considering changes in forecasted financial performance and overall change in risk based on the period of time elapsed. Financial liabilities measured at fair value on a recurring basis are as follows: Successor June 30, 2021 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 12,266 12,266 The changes in the fair value of contingent consideration are as follows: Level 3 December 31, 2020 $ 1,257 Additions 227 Changes in fair value 10,889 Settlements (107) June 30, 2021 $ 12,266 See Note C — MIS Acquisition for a detailed discussion of the changes in fair value during the Successor 2021 Period. | Note D – Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable, salaries and benefits payable, accrued interest, and other accrued expenses and current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. As of December 31, 2019 (Predecessor), the Predecessor held a $126 thousand certificate of deposit that was not carried at fair value on the consolidated balance sheets because it was classified as a held-to-maturity security. As of December 31, 2020 (Successor), the Company had no securities it was holding to maturity. As of December 31, 2020 (Successor), the fair value of the Successor’s debt approximates its carrying value and is classified as a Level 2 fair value in the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. Contingent consideration consists of estimated future payments related to the Successor’s acquisitions of MIS and Roccor. As certain inputs are not observable in the market, contingent consideration payments are classified as Level 3 instruments and included in note payable to seller on the Successor’s consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes OPM used to determine the fair value of contingent consideration would result in a significantly lower or higher fair value measurement. The Company adjusts the previous fair value estimate of contingent consideration at each reporting period while considering changes in forecasted financial performance and overall change in risk based on the period of time elapsed. Financial liabilities measured at fair value on a recurring basis are as follows: Successor December 31, 2020 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 1,257 1,257 The changes in the fair value of contingent consideration are as follows: Level 3 February 10, 2020 $ — Additions 1,257 Changes in fair value — Settlements — December 31, 2020 $ 1,257 |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable, net | ||
Accounts Receivable, net | Note E — Accounts Receivable, net The accounts receivable balance is composed as follows: Successor June 30, December 31, 2021 2020 Accounts Receivable, net Billed receivables $ 10,735 $ 5,352 Unbilled receivables 1,743 705 Total $ 12,478 $ 6,057 Accounts receivable are recorded for amounts to which the Company is entitled and has invoiced to the customer. Allowance for doubtful accounts was not material in any period and therefore not presented in the financial statements. The Company identified a portion of accounts receivable that was unbilled to the customer at June 30, 2021 and at December 31, 2020 but was subsequently invoiced in July 2021 and January 2021, respectively. | Note E – Accounts Receivable, net The accounts receivable balance is composed as follows: Successor Predecessor December 31, December 31, 2020 2019 Accounts Receivable, net: Billed receivables $ 5,352 $ 6 Unbilled receivables 705 — Total $ 6,057 $ 6 Accounts receivable are recorded for amounts to which the Company is entitled and has invoiced to the customer. Allowance for doubtful accounts was not material in any period and therefore not presented on the face of the financial statements. The Company identified a portion of accounts receivable that were unbilled to the customer at December 31, 2020 (Successor) but was subsequently invoiced in January 2021. |
Inventory
Inventory | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory | ||
Inventory | Note F — Inventory The inventory balances of $477 thousand as of June 30, 2021 and $330 thousand as of December 31, 2020 related to raw materials. The Company did not have inventory reserves as of June 30, 2021 or December 31, 2020. | Note F – Inventory The inventory balance of $330 thousand as of December 31, 2020 (Successor) related to raw materials; there was no inventory balance as of December 31, 2019 (Predecessor). The Company did not have inventory reserves as of December 31, 2020 (Successor). |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, net | ||
Property, Plant and Equipment, net | Note G — Property, Plant and Equipment, net The property, plant and equipment, net balances are as follows: Successor June 30, December 31, 2021 2020 Computer equipment $ 1,103 $ 739 Furniture and fixtures 626 442 Laboratory equipment 2,009 1,357 Software 736 359 Leasehold improvements 1,447 672 Construction in process 304 — Less: accumulated depreciation (1,110) (307) $ 5,115 $ 3,262 Depreciation expense related to property, plant and equipment was $797 thousand, $41 thousand and $59 thousand for the Successor 2021 Period, Successor Q2 2020 Period, and Predecessor 2020 Period, respectively. 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 capitalized as construction in progress. No provision for depreciation is made on construction in progress until the related assets are completed and placed in service. | Note G – Property, Plant and Equipment, net The property, plant and equipment, net balances are as follows: Successor Predecessor December 31, December 31, 2020 2019 Computer equipment $ 739 $ 128 Furniture and fixtures 442 43 Laboratory equipment 1,357 13 Software 359 36 Leasehold improvements 672 103 Less: accumulated depreciation (307) (70) $ 3,262 $ 253 Depreciation expense related to property, plant and equipment was $307 thousand, $59 thousand and $66 thousand for the Successor 2020 Period, the Predecessor 2020 Period, and the Predecessor 2019 Period respectively. |
Goodwill
Goodwill | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Goodwill | Note H — Goodwill The Company performed an annual qualitative assessment of impairment as of October 1, 2020 for each of the three reporting units, Mission Solutions, Space Components, and Engineering Services, concluding there was no impairment. The Company also concluded that there were no indicators of impairment requiring further testing during the six month period ended June 30, 2021. The changes in the carrying amount of goodwill are as follows: Successor June 30, 2021 Beginning Balance at January 1, 2021 $ 52,711 Goodwill arising from the Oakman acquisition 6,866 Goodwill arising from the DPSS acquisition 11,148 Measurement period adjustment – DSS acquisition (85) Measurement period adjustment – MIS acquisition (512) Measurement period adjustment – Roccor acquisition (684) Change arising from impact of foreign currency (111) Ending Balance $ 69,333 The Company’s estimate of the amount payable to/receivable from the seller as of the acquisition date changed during the Successor 2021 Period. These changes primarily related to settlement of net working capital adjustments. These changes were caused by new information becoming available during the Successor 2021 Period relating to events and circumstances existing at the acquisition date, therefore measurement period adjustments were recorded. Successor December 31, 2020 Beginning Balance at February 10, 2020 $ — Goodwill arising from the Adcole acquisition 21,525 Goodwill arising from the DSS acquisition 3.984 Goodwill arising from the MIS acquisition 15,320 Goodwill arising from the Roccor acquisition 6,725 Goodwill arising from the LoadPath acquisition 4,813 Change arising from impact of foreign currency 344 Ending Balance $ 52,711 | Note H – Goodwill The Company performed an annual qualitative assessment of impairment as of October 1 for each of the three reporting units, Mission Solutions, Space Components, and Engineering Services, concluding that it was not more likely than not that the fair value of each reporting unit was less than its carrying value. The Company also concluded that there were no indicators of impairment requiring further testing as of December 31, 2020 (Successor). The changes in the carrying amount of goodwill are as follows: Successor Predecessor December 31, December 31, 2020 2019 Beginning Balance $ — $ — Goodwill arising from the Adcole acquisition 21,525 — Goodwill arising from the DSS acquisition 3,984 — Goodwill arising from the MIS acquisition 15,320 — Goodwill arising from the Roccor acquisition 6,725 — Goodwill arising from the LoadPath acquisition 4,813 — Change arising from impact of foreign currency 344 — Ending Balance $ 52,711 $ — |
Intangible Assets
Intangible Assets | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Intangible Assets | ||
Intangible Assets | Note I — Intangible Assets The intangible asset balances and accumulated amortization are as follows: Successor As of June 30, 2021 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 48,485 $ (2,246) $ 46,239 19 Technology 42,812 (3,677) 39,135 14 Trademarks 6,591 (969) 5,622 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 256 — 256 Total $ 98,444 $ (6,892) $ 91,552 Successor December 31, 2020 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 Amortization expense related to intangible assets was $4,092 thousand, $379 thousand, and $0 thousand for the Successor 2021 Period, Successor Q2 2020 Period, and Predecessor 2020 Period, respectively. | Note I – Intangible Assets The intangible asset balances and accumulated amortization are as follows: Successor December 31, 2020 Weighted useful Gross Net average carrying Accumulated carrying life in amount amortization amount years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 Amortization expense related to intangible assets was $2,800 thousand, $0 thousand, and $0 thousand for the Successor 2020 Period, Predecessor 2020 Period, and Predecessor 2019 Period, respectively. Estimated amortization expense for the next five years is $6,274 thousand, $6,111 thousand, $5,957 thousand, $5,570 thousand, $5,145 thousand, respectively. |
Debt
Debt | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Debt | Note J — Debt Adams Street Capital Credit Agreement On October 28, 2020, the Company entered into a credit agreement with Adams Street Capital (the “Adams Street Credit Agreement”). The Adams Street Credit Agreement includes a $31,000 thousand term loan commitment, $5,000 thousand revolving credit facility commitment, and $15,000 thousand delayed draw term loan, all of which mature on October 28, 2026. On January 15, 2021, the Company drew $15,000 thousand on the delayed draw term loan to finance the Oakman acquisition. On February 17, 2021, the Company amended the Adams Street Capital Credit Agreement to increase the principal amount of the Adams Street Term Loan by an additional $32,000 thousand, which was incurred to finance the DPSS acquisition. Silicon Valley Bank Loan Agreement On August 31, 2020, the Company entered into a $45,350 thousand loan agreement with Silicon Valley Bank, which was subsequently modified to increase the principal on October 28, 2020 (the “SVB Loan”). On April 2, 2021, the Company subsequently amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. As of June 30, 2021 and as of December 31, 2020, the Company remained compliant with the covenant requirements. Paycheck Protection Program (“PPP”) Loans On May 1, 2020, prior to its acquisition, DSS received a PPP Loan for $1,058 thousand (the “DSS PPP Loan”). Under the terms of the DSS PPP Loan, DSS could apply for forgiveness under the PPP regulations if DSS used the proceeds of the loan for its payroll costs and other expenses in accordance with the requirements of the PPP. Proceeds from the DSS PPP loan, including interest calculated at a nominal and effective interest rate of 1.00% per annum, were included in a DSS savings account as of the DSS acquisition date. Any amount of the DSS PPP Loan forgiven and proportionate interest amount will be released to the seller of DSS. The Company has not and does not plan to use any of the DSS PPP Loan funds assumed as part of the DSS acquisition. On June 18, 2021, $608 thousand was forgiven and as a result was reclassified as a note payable to the seller of DSS. The remaining unforgiven balance of the loan will be paid according to the terms of DSS PPP Loan. The debt balances are summarized as follows: Successor June 30, December 31, 2021 2020 2Adams Street Term Loan $ 30,845 $ 31,000 Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan 14,925 — Adams Street Incremental Term Loan 31,920 — SVB Loan Agreement 41,626 46,500 DSS PPP Loan 450 1,058 Total debt $ 119,766 $ 78,558 Less: unamortized discounts and issuance costs 1,812 842 Total debt, net $ 117,954 $ 77,716 Less: current portion 1,230 1,074 Long-term debt, net $ 116,724 $ 76,642 The maturities of the Company’s long-term debt outstanding as of June 30, 2021 are as follows: 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan $ 155 $ 310 $ 310 $ 310 $ 310 $ 29,450 $ 30,845 Adams Street Incremental Term Loan 160 320 320 320 320 30,480 31,920 Adams Street Delayed Draw Term Loan 75 150 150 150 150 14,250 14,925 SVB Loan Agreement — 41,626 — — — — 41,626 DSS PPP Loan 450 — — — — — 450 Total $ 840 $ 42,406 $ 780 $ 780 $ 780 $ 74,180 $ 119,766 Subsequent to the six month period ended June 30, 2021, the outstanding principal balance of $41,626 thousand under the SVB Loan was repaid. See Note T — Subsequent Events for further details. Interest expense, including the amortization of debt issuance costs, charged for the Successor 2021 Period was $3,190 thousand. | Note J – Debt Predecessor Debt Crestmark Equipment Finance Agreement On May 13, 2017 the Predecessor entered into a financing agreement with Crestmark Equipment Finance, Inc. (the “Crestmark Equipment Finance Agreement”) for $715 thousand to finance equipment. The Crestmark Equipment Finance Agreement had a nominal and effective interest rate of 8.88% per annum and a maturity date of May 1, 2021. The Crestmark Equipment Finance Agreement was collateralized by various assets including (a) space-ready AMF 3D printers, (b) an earth-ready AMF 3D printer, (c) Dimension Elite 3D printers, and (d) a 12x12 clean room. As of June 22, 2020, the Predecessor repaid the $187 thousand outstanding balance under the Crestmark Equipment Finance Agreement with the proceeds from the sale of MIS. Navitas Credit Corp. Equipment Finance Agreement On December 4, 2019 the Predecessor entered into a financing agreement with Navitas Credit Corporation (the “Navitas Credit Corp. Equipment Finance Agreement”) for $72 thousand to finance office furniture. The Navitas Credit Corp. Equipment Finance Agreement had a nominal and effective interest rate of 6.74% per annum and a maturity date of November 1, 2024. As of June 22, 2020 the Predecessor repaid the $64 thousand outstanding balance under the Navitas Credit Corp. Equipment Finance Agreement with the proceeds from the sale of MIS. Space Florida Loans The Predecessor entered into certain loan agreements with Space Florida (the “Space Florida Loans”) as follows: (i) On March 29, 2017, the Predecessor entered into a loan agreement for $1,000 thousand (the “2017 Space Florida Loan”) to fund a portion of the development of the Predecessor’s space-based optical fiber manufacturing business. The 2017 Space Florida Loan had a nominal and effective interest rate of 5.00% per annum and a maturity date of March 1, 2022. (ii) On December 17, 2018, the Predecessor entered into a second loan agreement for $1,000 thousand (the “2018 Space Florida Loan”) to fund a portion of the Predecessor’s space manufacturing business. The 2018 Space Florida Loan had a nominal and effective interest rate of 5.00% per annum and a maturity date of December 1, 2023. The loan was collateralized by various equipment including (a) an in-space recycler and (b) an additive manufacturing filament production unit. (iii) On October 23, 2019, the Predecessor entered into a third loan agreement for $1,000 thousand (the “2019 Space Florida Loan”) to fund a portion of the development of the Predecessor’s space manufacturing business. The 2019 Space Florida Loan had a nominal and effective interest rate of 5.00% per annum and a maturity date of October 1, 2024. The loan was collateralized by a turbine ceramic manufacturing module as well as the properties collateralized in the previous loans. As of June 22, 2020, the Predecessor repaid the $3,000 thousand outstanding balance under the Space Florida Loans with the proceeds from the sale of MIS. Interest expense in relation to the Predecessor debt (the Crestmark Equipment Finance Agreement, the Navitas Credit Corp., Equipment Finance Agreement, and the Space Florida Loans) was $0, $83 thousand, and $139 thousand for the Successor 2020 Period, Predecessor 2020 Period, and Predecessor 2019 Period, respectively. Successor Debt Adams Street Capital Credit Agreement On October 28, 2020, the Company entered into a credit agreement with Adams Street Capital (the “Adams Street Credit Agreement”). The Adams Street Credit Agreement includes the following: (i) A $31,000 thousand term loan (the “Adams Street Term Loan”) that matures on October 28, 2026 with a nominal interest rate of 7.00% , based on an applicable spread of 6.00% and a London Interbank Offered Rate (“LIBOR”) floor of 1.00% , and an effective interest rate of 7.23% per annum. Proceeds from the loan were used to finance the acquisition of Roccor, pay acquisition-related costs, fund working capital needs (including the payment of any working capital adjustment pursuant to the acquisition agreement), and other general corporate purposes. (ii) A $5,000 thousand revolving credit facility (the “Adams Street Revolving Credit Facility”) that matures on October 28, 2026 with a nominal interest rate of 7.00% , per annum based on an applicable spread of 6.00% and a LIBOR floor of 1.00% , and an effective interest rate of 7.23% . The Company is also subject to undrawn commitment fees of 0.50% and had not drawn on the available commitment as of December 31, 2020 (Successor); proceeds from the revolving credit facility will be used to fund working capital needs, and other general corporate purposes. (iii) A $15,000 thousand delayed draw term loan (the “Adams Street Delayed Draw Term Loan”) that matures on October 28, 2026 with a nominal and effective interest rate of 7.00% per annum, based on an applicable spread of 6.00% and a LIBOR floor of 1.00% , and an effective interest rate of 7.23% . The Company had not drawn on the available commitment as of December 31, 2020 (Successor); proceeds will be used to finance acquisitions. The Adams Street Credit Agreement requires the Company to meet certain financial and other covenants and is secured by a security interest in all right, title or interest in or to certain assets and properties owned by the Company and the guarantors included in the Adams Street Credit Agreement. As of December 31, 2020 (Successor), the Company remained compliant with the covenant requirements. Silicon Valley Bank Loan Agreement On August 31, 2020, the Company entered into a $45,350 thousand loan agreement with Silicon Valley Bank (the “Original SVB Loan”), which was subsequently modified on October 28, 2020 to (i) increase the available commitment by $5,718 thousand and (ii) apply a $568 thousand principal payment toward the outstanding balance of the Original SVB Loan; this resulted in a modified loan (the “SVB Loan”) for $50,500 thousand. On October 30, 2020, the Company made a $4,000 thousand principal payment. The balance as of December 31, 2020 (Successor) is $46,500 thousand. The SVB Loan has a nominal interest rate of 2.75% per annum, an effective interest rate of 2.78%, and a maturity date of August 31, 2021. Proceeds from the SVB Loan were used to repay certain obligations due to AE, finance the MIS acquisition, contribute to working capital, and fund the Company’s general business requirements. The SVB Loan requires the Company to meet certain financial and other covenants and is guaranteed by AE. The SVB Loan is included within long-term debt on the Company’s consolidated balance sheets as the Company amended the term to September 30, 2022. Paycheck Protection Program (“PPP”) Loans Prior to their acquisition dates, MIS and LoadPath received PPP Loans for $1,463 thousand (the “MIS PPP Loan”) and $339 thousand (the “LoadPath PPP Loan”), respectively. Under the terms of the MIS PPP Loan and LoadPath PPP Loan, MIS and LoadPath could apply for forgiveness under the PPP regulations if MIS and LoadPath used the proceeds of the loan for their payroll costs and other expenses in accordance with the requirements of the PPP. MIS and LoadPath used the entire available commitment for qualifying expenses; MIS applied for forgiveness on December 16, 2020. The purchase agreement with the sellers of MIS and LoadPath stipulated that the MIS PPP Loan and the LoadPath PPP Loan would be settled from funds held in escrow as part of the acquisition; as such, the MIS PPP Loan and the LoadPath PPP Loan are not an obligation of the Company and did not have a balance on the opening balance sheets as of the respective acquisition dates. The funds to settle the portion of the MIS PPP Loan and LoadPath PPP Loan, if any, which is not forgiven by the Small Business Administration (“SBA”) were placed in an escrow account prior to the MIS and the LoadPath acquisitions. After final determination by the SBA of the amount deemed forgivable, the forgiveness amount shall be disbursed to the sellers of MIS and LoadPath and any forgivable loan escrow funds remaining shall be paid to the Company. On May 1, 2020, prior to its acquisition, DSS received a PPP Loan for $1,058 thousand (the “DSS PPP Loan”). Under the terms of the DSS PPP Loan, DSS could apply for forgiveness under the PPP regulations if DSS used the proceeds of the loan for its payroll costs and other expenses in accordance with the requirements of the PPP. Proceeds from the DSS PPP loan, including interest calculated at a nominal and effective interest rate of 1.00% per annum, were included in a DSS savings account as of the DSS acquisition date. Any amount of the DSS PPP Loan forgiven and proportionate interest amount will be released to the seller of DSS. The Company has not and does not plan to use any of the DSS PPP Loan funds assumed as part of the DSS acquisition; the remaining unforgiven balance of the loan will be paid according to the terms of DSS PPP Loan. The Company has not and does not plan to seek forgiveness for any of qualifying expenses incurred subsequent to the DSS acquisition under the DSS PPP Loan funds assumed as part of the DSS acquisition; any remaining unforgiven balance of the loan will be paid according to the terms of DSS PPP Loan. The Predecessor and the Successor debt balances are summarized as follows: Successor Predecessor December 31, December 31, 2020 2019 Crestmark Equipment Finance Agreement $ — $ 283 Navitas Credit Corp. Equipment Finance Agreement — 71 2017 Space Florida Loan — 1,000 2018 Space Florida Loan — 1,000 2019 Space Florida Loan — 1,000 Adams Street Term Loan 31,000 — Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan — — SVB Loan Agreement 46,500 — DSS PPP Loan 1,058 — Total debt $ 78,558 $ 3,354 Less: unamortized discounts and issuance costs 842 50 Total debt, net $ 77,716 $ 3,304 Less: current portion 1,074 208 Long-term debt, net $ 76,642 $ 3,096 The maturities of the Company’s long-term debt outstanding as of December 31, 2020 (Successor) are as follows: 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan 310 310 310 310 310 29,450 31,000 SVB Loan Agreement — 46,500 — — — — 46,500 DSS PPP Loan 764 294 — — — — 1,058 Total 1,074 47,104 310 310 310 29,450 78,558 Interest expense, including the amortization of debt issuance costs, charged for the Successor 2020 Period was $878 thousand. |
Leases
Leases | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Leases | Note K — Leases The Company is obligated under certain operating leases for its facilities and office equipment. Certain facility leases contained predetermined fixed escalation of minimum rents at rates ranging from 1.50% to 4.17% per annum and renewal options that could extend certain leases to up to five As of June 30, 2021, the future annual minimum lease payments for operating leases are as follows: Fiscal Year Total 2021 Remaining $ 1,427 2022 3,320 2023 3,553 2024 3,525 2025 2,578 Thereafter 3,385 Total $ 17,788 The Company records rent expense on a straight-line basis over the life of the lease. Rent expense under all leases for the Successor 2021 Period, Successor Q2 2020 Period, and Predecessor 2020 Period was $777 thousand, $106 thousand, and $228 thousand, respectively. | Note K – Leases The Company is obligated under certain operating leases for its facilities and office equipment. Certain facility leases contained predetermined fixed escalation of minimum rents at rates ranging from 1.50% to 3.23% per annum and renewal options that could extend certain leases to up to five additional years; the office equipment lease contained a renewal option that could extend the lease to consecutive 60-day terms and a purchase option. As of December 31, 2020 (Successor), the future annual minimum lease payments for operating leases are as follows: Fiscal Year Total 2021 $ 1,620 2022 1,633 2023 1,647 2024 1,675 2025 1,363 Thereafter 570 Total $ 8,508 The Company records rent expense on a straight-line basis over the life of the lease. Rent expense under all leases for the Successor Period 2020, Predecessor 2020 Period, and Predecessor 2019 Period was $1,091 thousand, $228 thousand, and $625 thousand, respectively. |
Income Taxes
Income Taxes | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income Taxes | Note L — Income Taxes The Company’s effective income tax rate on pre-tax income from continuing operations is as follows: Successor Predecessor Six month Period from Period from period ended February 10, January 1, June 30, 2020 to June 30, 2020 to June 21, 2021 2020 2020 Effective tax rate 9.2 % 20.5 % 22.4 % The effective tax rate for the Successor 2021 Period differs from the U.S. federal income tax rate of 21.0% primarily due to nondeductible transaction costs, contingent earnout payments from the MIS acquisition, and changes in the estimated state income tax rate in connection with the acquisition of Oakman and DPSS partially offset by the estimated research and development income tax credit. The effective tax rate for the Successor Q2 2020 Period differs from the U.S. federal income tax rate of 21.0% primarily due to a full valuation allowance of the net deferred tax asset. The effective tax rate for the Predecessor 2020 Period differs from the U.S. federal income tax rate of 21.0% primarily due to the full valuation allowance of the net deferred tax asset offset by the income tax benefit of the carry back of net operating losses under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The Company assesses the deferred tax assets for recoverability on a quarterly basis. In assessing the realizability of deferred income tax assets, the Company considers whether it is more-likely-than-not that some or all of the deferred income tax assets will not be realized. 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 periods ended June 30, 2021 and June 30, 2020, the Successor has concluded that substantially all of the deferred tax assets are more-likely-than-not realizable. For the period ended June 21, 2020, the Predecessor maintained a full valuation allowance to reduce the net deferred tax asset to | Note L – Income Taxes The components of income before income taxes and income tax expense were as follows: Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Income before income taxes: U.S. $ (18,017) $ (1,783) $ (2,976) Foreign (16) 65 (371) $ (18,033) $ (1,718) $ (3,347) Income tax expense (benefit): Federal: Current — (387) 7 Deferred (3,064) — — (3,064) (387) 7 State: Current — 3 3 Deferred (595) — — (595) 3 3 Foreign: Current — — — Deferred — — — — — — $ (3,659) $ (384) $ 10 The following is the reconciliation of the amounts computed using the federal statutory income tax rate and the amounts computed using the effective income tax rate: Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Tax (benefit) at federal statutory rates $ (3,787) $ (361) $ (703) State income tax (benefit), net of federal tax benefit (595) 29 (30) Research and development tax credits (20) (460) (636) Permanent differences 57 (17) 44 Tax (benefits) /non-deductible expense related to stock compensation — (119) 458 Acquisition costs 685 — — Reserves for unrecognized income tax benefits 1 386 644 Change in valuation allowance — 129 166 Other — 29 67 $ (3,659) $ (384) $ 10 The components of net deferred tax assets (liabilities) are as follows: Successor Predecessor December 31, December 31, 2020 2019 Deferred tax assets: Accrued expenses and reserves $ 493 $ 5 Deferred rent 82 50 Tax credit carryforwards 346 6 Deferred revenue 1,168 1,006 Net operating loss carryforwards 3,467 325 Interest disallowance 271 — Equity-based compensation — 142 Total deferred tax assets 5,827 1,534 Valuation allowance (57) (1,505) Net deferred tax assets 5,770 29 Deferred tax liabilities: Depreciation and amortization (12,949) (1) Other (188) (28) Total deferred tax liabilities (13,137) (29) As reported: Net deferred tax assets (liabilities) $ (7,367) $ — The changes in valuation allowance were as follows: Provision Balance Balance at Charged at Beginning (Credited) End of of Year to Expense Acquired Year Description Successor period from February 10, 2020 to December 31, 2020 $ — $ (20) $ 77 $ 57 Predecessor period from January 1, 2020 to June 21, 2020 $ 1,505 $ 112 $ — $ 1,617 Predecessor year ended December 31, 2019 $ 1,244 $ 261 $ — $ 1,505 In assessing the realizability of deferred income tax assets, the Company considers whether it is more-likely- than-not that some or all of the deferred income tax assets will not be realized. 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. As of December 31, 2020 (Successor) and 2019 (Predecessor), the Company’s valuation allowance was $57 and $1,505, respectively. The change in the valuation allowance is primarily as a result of the recording of deferred tax liabilities for fixed and intangible assets in connection with the acquisitions discussed in Note C Business Combinations. As of December 31, 2020 (Successor), the Company has determined that it is more-likely-than-not that the deferred tax assets will be utilized. The Company has federal and state NOLs and other tax credit carryforwards. Due to changes in the Company’s ownership, the utilization of NOL carryforwards and research and development credit carryforwards, that can be used to offset future taxable income, are subject to annual limits in accordance with Internal Revenue Code (“IRC”) Section 382, as well as similar state provisions. The Company does not expect Section 382 to limit the Company’s ability to realize its deferred tax assets. As of December 31, 2020 (Successor), the Company’s Federal NOL carryforwards are $13,202 resulting in a deferred tax asset of $2,772. The Company has deferred tax assets from state NOL carryforwards of $639 thousand. The Company has deferred tax assets from foreign NOLs of $56 thousand. U.S federal NOL can be carried forward indefinitely, and state NOL carryforwards will expire in various years beginning in 2034. Foreign NOLs begin expiring in 2036. As of December 31, 2020 (Successor), the Company has available Federal research and development credit carryforwards of $344 which will expire if unused starting in 2035 and $2 of foreign tax credit carry forwards which do not expire. As of December 31, 2020 (Successor), the Company is no longer subject to U.S. Federal income tax examinations for years prior to 2017. Operating loss or tax credit carryforwards generated prior to 2017 may be subject to tax audit adjustment. The Company accounts for uncertain income tax positions pursuant to the guidance in ASC Topic 740, Income Taxes The changes in reserves for unrecognized income tax benefits are as follows: Successor Predecessor Period from February 10, Period from 2020 to January 1, 2020 Year ended December 31, to June 21, December 31, 2020 2020 2019 Unrecognized tax benefits, beginning of period $ 1,671 $ 1,275 $ 639 Increases for tax positions taken related to a prior period — 105 — Increases for tax positions taken during the current period — 291 636 Unrecognized tax benefits, end of period $ 1,671 $ 1,671 $ 1,275 The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expenses. The Company does not anticipate a material impact to the consolidated financial statements in the next 12 months as a result of uncertain tax positions and expiring statutes of limitation. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act is an emergency economic stimulus package that includes spending and tax incentives to strengthen the U.S. economy and fund a nationwide effort to curtail the effect of the COVID-19 pandemic. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions which are expected to impact the Company’s consolidated financial statements include 5-year carryback of NOLs generated in 2018, 2019 and 2020, the removal of certain limitations on the utilization of NOLs, increasing the ability to deduct interest expense, and amending certain provisions of the previously enacted Tax Cuts and Jobs Act. As of December 31, 2020 (Successor) the impact of the CARES Act included a refund of $406 for NOL carrybacks in the Company’s income tax provision. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | ||
Employee Benefit Plans | Note M — Employee Benefit Plans 401(k) Plan The Company maintains five qualified 401(k) plans for its U.S. employees: the Redwire 401(k) plan, the Roccor 401(k) plan, the LoadPath 401(k) plan, the Oakman 401(k) plan, and the DPSS 401(k) plan. During the Successor 2021 Period, the Company matched employee contributions 50% up to 6% for the Redwire 401 (k) plan and matched employee contributions 100% up to 4% for the Roccor 401(k) plan, 100% up to 6% for the LoadPath Oakman DPSS The Predecessor maintained a qualified 401(k) plan (the “Predecessor 401(k) Plan”) for its U.S. employees. The Predecessor did not make any contributions to the plan for the Predecessor 2020 Period. | Note M – Employee Benefit Plans 401(k) Plan The Predecessor maintained a qualified 401(k) plan (the “Predecessor 401(k) Plan”) for its U.S. employees. The Predecessor did not make any contributions to the plan for the Predecessor 2019 Period or the Predecessor 2020 Period. The Company maintains three qualified 401(k) plans for its U.S. employees: the Redwire 401(k) plan, the Roccor 401(k) plan, and the LoadPath 401(k) plan. During the Successor 2020 Period, the Company matched employee contributions up to 50% for the Redwire 401(k) plan; the Company matched employee contributions up to 100% for the Roccor 401(k) plan and the LoadPath |
Commitments and Contingencies_3
Commitments and Contingencies | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note N — Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s condensed consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. | Note N – Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. |
Equity
Equity | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity | ||
Equity | Note O — Equity The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding as of June 30, 2021 and as of December 31, 2020. Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The Cosmos Intermediate LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. | Note O – Equity Predecessor Prior to October 11, 2019 the Predecessor had one class of issued and outstanding shares of common stock (“Common Stock”). On October 11, 2019 the Predecessor filed an amended and restated certificate of incorporation that reallocated the Predecessor’s Common Stock to a new class of common stock: Class F common stock (“Class F Common Stock”). Effective October 11, 2019 two and one half-tenth outstanding Profits, losses, and distributions of the Predecessor were allocated among the classes of shares, as provided for in the amended and restated certificate of incorporation. Pursuant to the Successor’s acquisition of MIS on June 22, 2020, there were no shares Common Class issued outstanding Successor The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 11 Months Ended |
Dec. 31, 2020 | |
Redeemable Preferred Stock | |
Redeemable Preferred Stock | Note P – Redeemable Preferred Stock Concurrent with the Common Stock Recapitalization, one-tenth of the Predecessor’s issued and outstanding Common Stock was reallocated to issued and outstanding preferred stock (“Preferred Stock” in the “Preferred Stock Recapitalization”). Preferred Stock shares were convertible to Common Stock shares at the option of the holder and had preference in the event of any liquidation, either voluntary or involuntary, in excess of the stated par value of the Preferred Stock shares; Preferred Stock holders were entitled to receive dividends on a pro rata basis with the Class F Common Stock holders and the Common Stock holders. The Common Stock Recapitalization and the Preferred Stock Recapitalization are, collectively, the “Recapitalization.” The Preferred Stock shares are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event, which is outside the Company’s control. Therefore, they are presented as temporary equity in the mezzanine section of the consolidated balance sheet for the Predecessor 2019 Period. The Preferred Stock shares have been recorded at their issuance date fair value. As the Preferred Stock shares were not redeemable and not probable of becoming redeemable, adjustment to the initial carrying amount to the liquidation value of $9,015 thousand was not necessary. The changes in the redeemable Preferred Stock balance for the Predecessor 2020 Period and the Predecessor 2019 Period are as follows: Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Balance at beginning of period 9,015 — Recapitalization — 9,015 Balance at end of period 9,015 9,015 |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity-Based Compensation | ||
Equity-Based Compensation | Note P — Equity-Based Compensation Class P Unit Incentive Plan The Company’s Parent adopted a written compensatory benefit plan (the “Class P Unit Incentive Plan”) to provide incentives to existing or new employees, officers, managers, directors, or other service providers of the Company or its subsidiaries in the form of the Parent’s class P Units (“Incentive Units”). Incentive Units have a participation threshold of $1.00 and are divided into three tranches (“Tranche I,” “Tranche II,” and “Tranche III”): Tranche I, Tranche II, and Tranche III Incentive Units are subject to performance-based, service-based, and market-based conditions. On March 24, 2021, the Company’s Parent amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021. The Company’s Parent also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of the Parent, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As of June 30, 2021, there was approximately $27,942 thousand of unrecognized compensation costs related to Incentive Units. | Note Q – Equity-Based Compensation Predecessor 2011 Equity Incentive Plan Prior to June 22, 2020 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. ISOs and NQSOs had a four-year graded vesting period, with a quarter of each grant vesting one year from the grant date and 2.08% vesting monthly thereafter over 36 months; the vesting of ISOs was subject to continued employment. The maximum term over which ISOs and NQSOs were exercisable was 10 years from the date the ISOs or the NQSOs were granted. Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Grant date fair value of options granted $ — $ 17 Intrinsic value of options exercised — 62 Grant date fair value of shares vested 9 23 Cash received from options exercised — 16 Tax benefit from options exercised — (3) The Predecessor recognized the equity-based compensation cost related to the 2011 Equity Incentive Plan over the requisite service period using the straight-line attribution method. The Predecessor used the Black-Scholes OPM for measuring the fair value of the awards for which equity-based compensation cost was recognized under the 2011 Equity Incentive Plan. The assumptions used in determining the fair value of ISOs and NQSOs for the Predecessor 2020 Period and the Predecessor 2019 Period are as follows: Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Range of expected time to exit (years) 3-5 3-5 Range of volatilities 55.00-63.09 % 55.00-63.09 % Range of risk-free interest rates 1.33-2.51 % 1.33-2.51 % The expected time to exit used in the determination of the fair value of the ISOs and NQSOs was based on the expected time to liquidity assessed by the Predecessor. The historical volatility used in the determination of the fair value of the ISOs and NQSOs was based on analysis of the historical volatility of comparable public companies and factors specific to the Predecessor. Selling, general and administrative for the Predecessor 2020 Period and the Predecessor 2019 Period included approximately $7 thousand and $22 thousand of equity-based compensation related to ISOs and NQSOs. The related tax benefit for the Predecessor 2020 Period and the Predecessor 2019 Period was $1 thousand and $5 thousand, respectively. Certain unvested ISOs and NQSOs became fully vested and were settled for $523 thousand of the purchase consideration on the MIS acquisition date. Accelerated vesting was triggered by the actions of the Successor, therefore fair value of the consideration attributable to the accelerated equity-based awards relating to post-acquisition services of $102 thousand has been recognized in the Successor 2020 Period; the related tax benefit for the Successor 2020 Period was $21 thousand. The component relating to pre-acquisition services has been included as part of the MIS purchase consideration. There were no remaining ISOs and NQSOs outstanding as of December 31, 2020 (Successor). Weighted ISOs average exercise and NQSOs price Outstanding as of December 31, 2019 133,661 $ 1.47 Forfeited (2,900) $ 1.80 Settled or cancelled (130,761) $ 1.46 Outstanding as of December 31, 2020 — Predecessor Promissory Notes Between 2014 and 2017, the Predecessor extended loans to three key members of management for the purchase of Predecessor shares for a principal of $1,022 thousand (the “Predecessor Promissory Notes”). The Predecessor Promissory Notes were secured by the underlying shares and were nonrecourse to the respective debtor’s personal assets. The Predecessor Promissory Notes carried interest at between 1.85% and 1.91% per annum, and were expected to mature between April 2020 and June 2023 or earlier upon the occurrence of certain events specified in the Predecessor Promissory Notes. The Predecessor Promissory Notes represented in-substance ISOs with a grant date fair value of $520 thousand and the equity-based compensation expense related to them was recognized over the requisite service period of four years. Pursuant to the Recapitalization, a Release of Security Interest Agreement, dated October 17, 2019, was executed between the three debtors of the Predecessor Promissory Notes and the Predecessor. The Release of Security Interest Agreement stipulated the release of the Predecessor’s security interest in the portion of the Common Stock issued to each debtor of the Predecessor Promissory Notes that was reclassified to Class F Common Stock and to Preferred Stock in the Recapitalization, while retaining the security interest in the portion that remained as Common Stock after the Recapitalization. These events resulted in a modification of the original in-substance options associated with the Predecessor Promissory Notes; the total incremental cost resulting from this modification was $2,170 thousand. Selling, general and administrative for the Predecessor 2020 Period and the Predecessor 2019 Period included approximately $988 thousand and $2,267 thousand of equity-based compensation related to Predecessor Promissory Notes, including the incremental cost related to the modification resulting from the Release of Security Interest Agreement. The Predecessor 2020 Period equity-based compensation expense also includes the expense related to the accelerated vesting of the Predecessor Promissory Notes; in accordance with the original terms of the grants, on June 22, 2020, the Successor’s acquisition of MIS accelerated the vesting of the Predecessor Promissory Notes in-substance options, and the related principal and interest outstanding on the such notes was forgiven. The tax benefit of equity-based compensation related to the Predecessor Promissory Notes for the Predecessor 2020 Period and the 2019 Predecessor Period was $208 thousand and $476 thousand, respectively. The assumptions used in determining the fair value of the in-substance ISOs represented by the Predecessor Promissory Notes for the Predecessor 2020 Period and the Predecessor 2019 Period are as follows: Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Range of expected time to exit (years) 3-5 3-5 Range of volatilities 55.00-63.09 % 55.00-63.09 % Range of Predecessor Promissory Notes interest rates 1.85-1.91 % 1.85-1.91 % Range of risk-free interest rates 1.33-1.62 % 1.33-1.62 % The expected time to exit used in the determination of the fair value of the Predecessor Promissory Notes was based on the expected time to liquidity assessed by the Predecessor. The historical volatility used in the determination of the fair value of the in-substance ISOs represented by the Predecessor Promissory Notes was based on analysis of the historical volatility of comparable public companies and factors specific to the Predecessor. Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Grant date fair value of shares vested 12 228 In-substance ISOs represented by the Weighted- Predecessor average Promissory exercise Notes price Outstanding as of December 31, 2019 1,028,784 $ 0.99 Settled or cancelled (1,028,784) $ 0.99 Outstanding as of December 31, 2020 — Successor Class P Unit Incentive Plan The Company’s Parent adopted a written compensatory benefit plan (the “Class P Unit Incentive Plan”) to provide incentives to existing or new employees, officers, managers, directors, or other service providers of the Company or its subsidiaries in the form of the Parent’s class P Units (“Incentive Units”). Incentive Units have a participation threshold of $1.00 and are divided into three tranches (“Tranche I,” “Tranche II,” and “Tranche III”): Tranche I, Tranche II, and Tranche III Incentive Units are subject to performance-based, service-based, and market-based conditions. ● The performance condition relates to the sale of the Parent or the occurrence of a liquidity event for Tranche I and sale of the Parent for Tranche II and Tranche III ● The service condition relates to the five-year required service period of the grantee for Tranche I and continued employment of the grantee through the performance condition achievement date for Tranche II and Tranche III ● The market-based condition relates to a target internal rate of return, as defined in the Class P Unit Incentive Plan, required from the sale of the Parent or liquidity event, for Tranche I, Tranche II, and Tranche III Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The vesting for each tranche of the Incentive Units is contingent on the sale of the Parent or a liquidity event. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the sale of the Parent or a liquidity event occurs. Once the event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their grant date fair value) will be recognized based on the portion of the requisite service period that has been rendered. The grant date fair value of the Incentive Units was $1,900 thousand for the Successor 2020 Period. There was no equity-based compensation recognized for the Successor 2020 Period; as of December 31, 2020 (Successor), there was approximately $1,894 thousand of unrecognized compensation costs related to Incentive Units. Certain information related to the Incentive Units is presented as follows: Incentive Units Unvested and outstanding as of December 31, 2019 — Granted 6,170,000 Forfeited (18,750) Unvested and outstanding as of December 31, 2020 6,151,250 The assumptions used in determining the fair value of the Incentive Units for the Successor 2020 Period are as follows: Successor Period from February 10, 2020 to December 31, 2020 Volatility $ 70.1 % Risk-free interest rate 0.25 % Expected time to exit (years) 3.50 The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Successor. |
Net Loss per Unit
Net Loss per Unit | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Net Loss per Unit | ||
Net Loss per Unit | Note Q — Net Loss per Unit The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Six month period Period from ended June 30, February 10, 2020 2021 to June 30, 2020 Numerator: Net loss $ (23,575) $ (4,972) Denominator: Weighted average Units outstanding – basic and diluted 100 100 Basic and diluted loss per Unit $ (236) $ (50) There were no potentially issuable Units or other dilutive securities in the Successor 2021 Period or for the Successor Q2 2020 Period. | Note R – Net Loss per Unit The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Period from February 10, 2020 to December 31, 2020 Basic and diluted net income (loss) per Unit Numerator: Net loss $ (14,374) Denominator: Weighted average Units outstanding – basic and diluted 100 Basic and diluted net income (loss) per Unit (144) There were no potentially issuable Units or other dilutive securities in the Successor 2020 Period. |
Geographic Information and Sign
Geographic Information and Significant Customers | 11 Months Ended |
Dec. 31, 2020 | |
Geographic Information and Significant Customers | |
Geographic Information and Significant Customers | Note S – Geographic Information and Significant Customers The Company has customers located in the United States, Luxembourg, Germany, Japan, Korea, Poland, and Taiwan. Revenues based on the geographic location of the Company’s customers are as follows: Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 U.S. $ 38,774 $ 15,856 $ 18,795 Luxembourg 1,535 795 218 Germany 46 — — Japan 62 — — Korea 147 — — Poland 169 — — Taiwan 52 — — Total net revenues $ 40,785 $ 16,651 $ 19,013 Substantially all of the Company’s property, plant and equipment were in the U.S. as of December 31, 2020 (Successor) and 2019 (Predecessor), respectively. Net revenues by customer grouping are as follows: Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Civil Space $ 23,571 $ 15,844 $ 17,751 National security 7,034 684 1,043 Commercial and other 10,180 123 219 Total net revenues $ 40,785 $ 16,651 $ 19,013 The majority of the Company’s net revenues are derived from government contracts. Customers comprising 10% or more of net revenues are as follows: Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 NASA $ 21,352 $ 15,020 $ 17,393 $ 21,352 $ 15,020 $ 17,393 |
Related Parties
Related Parties | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Parties | ||
Related Parties | Note S — Related Parties During the Successor 2021 Period, Cosmos Intermediate, LLC paid $1,224 thousand in fees to AEI, of which $324 thousand related to management fees and $900 thousand related to transaction fees. As of June 30, 2021, $162 thousand of the related party management fees is included in accounts payable on the condensed consolidated balance sheet. AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP and AE Industrial Partners Fund II-B, LP, the Company’s majority owners (collectively, “AE”), entered into a written support letter, dated as of July 6, 2021, with the Company to provide additional funding of up to $20,000 thousand to support its operating, investing and financing activities, in each case to the extent the Company is unable to obtain such support from another source. This additional liquidity commitment extends through the earlier of July 15, 2022, or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. The letter was renewed on August 20, 2021 with the same terms through the earlier of September 15, 2022 or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. During the Successor Q2 2020 Period, the Successor paid $1,860 thousand in fees to AEI, of which $200 thousand related to an annual management fee and $1,660 thousand related to transaction fees. The Company made a $4,874 thousand payment to AEI in October 2020, which was reflected as an intercompany receivable due from AEI on the consolidated balance sheet as of December 31, 2020. This amount was repaid in February 2021. | Note T – Related Parties On June 5, 2020, Cosmos Parent, LLC acquired the customer contracts and all intellectual property, including the name “Redwire”, and all of Redwire’s trademarks and goodwill associated therewith, from certain officers of the Company in exchange for 300,000 Parent Units valued at $1.00 each. The Company made $4,874 thousand payment to AE in October 2020, which is reflected as an intercompany receivable due from AE on the consolidated balance sheet as of December 31, 2020 (Successor). This amount was repaid in February 2021. The Company paid $2,726 thousand in acquisition support fees to AE, of which $500 thousand related to an annual management fee and $2,226 thousand related to deal closing fees from the acquisition funds flow statements. |
Subsequent Events_2_3
Subsequent Events | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Events | Note T — Subsequent Events On July 6, 2021, AE entered into a written support letter with the Company. The letter was renewed on August 20, 2021. Refer to Note S — Related Parties for further details. On August 20, 2021, the Company executed a settlement agreement with the sellers of MIS regarding the contingent earnout payment set forth in the purchase agreement. The total fair value of the contingent earnout payment as of June 30, 2021, including the equity component is $11,491 thousand. Refer to Note C — MIS Acquisition for further details. On August 31, 2021, the Company repaid $172 thousand of outstanding principal on the SVB Loan. On September 2, 2021, the Company consummated the previously announced Merger pursuant to the business combination agreement dated March 25, 2021 by and among Genesis Park Acquisition Corp, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park Acquisition Corp, Cosmos and Holdings. Upon the closing of the Merger, Genesis Park Acquisition Corp was renamed to Redwire Corporation (“New Redwire”). The Merger is accounted for as a reverse recapitalization in which Genesis Park Acquisition Corp 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 was deemed the accounting predecessor and the combined entity will be the successor SEC registrant, New Redwire. As a result of the Merger, New Redwire issued 37,200,000 shares of common stock and paid $75,000 thousand to the Parent in exchange for units of the Company. New Redwire received aggregate gross proceeds of $110,583 thousand from the trust account and PIPE proceeds. Proceeds from the Merger were partially used to fund the $41,555 thousand repayment of the SVB Loan, including interest of $102 thousand, and transaction costs of $38,747 thousand. As the remaining proceeds increased New Redwire's cash balance in excess of the terms of the support letter, the AE liquidity commitment is no longer binding. On September 2, 2021, 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 purposes of the Financial Covenant, to redefine “Consolidated EBITDA”, and to reset the call protection terms. The Company has evaluated subsequent events after the condensed consolidated balance sheet of June 30, 2021 through the condensed consolidated financial statement issuance date and there were no additional subsequent events that required disclosure. | Note U – Subsequent Events The Successor has evaluated subsequent events from the date of the consolidated balance sheet through the date the consolidated financial statements were issued on May 11, 2021. On January 15, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Oakman Aerospace, Inc. (“Oakman”) in exchange for cash and equity. Oakman’s proprietary digital engineering modular, open systems software environment, ACORN, enables the next generation of digitally engineered spacecraft that optimizes the balance between cost and tailorability in spacecraft design and development. Under the terms of the securities purchase agreement, Oakman’s shareholders received purchase consideration of $15,159 thousand, $14,159 thousand of which was paid in cash and $1,000 thousand in equity. The Company drew $15,000 thousand on the Adams Street Delayed Draw Term Loan to finance the Oakman acquisition. On February 17, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Deployable Space Systems, Inc. (“DPSS”) in exchange for cash. DPSS’s mission is to develop new and enabling deployable technologies for space applications, transition emerging technologies to industry for infusion into future Department of Defense, NASA, and commercial programs and design, analyze, build, test and deliver on-time the highest quality deployable solar arrays, deployable structures and space system products available. Under the terms of the securities purchase agreement, DPSS’s shareholders received purchase consideration of $24,773 thousand in cash. The Company amended the Adams Street Capital Credit Agreement to increase the principal amount by an additional $32,000 thousand on the Adams Street Term Loan to finance the DPSS acquisition. On April 2, 2021, the Company subsequently amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. On March 24, 2021, the Company’s Parent amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021. The Company’s Parent also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of the Parent, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As of March 24, 2021, there was approximately $27,942 thousand of unrecognized compensation costs related to Incentive Units. On March 25, 2021, the Company’s Parent entered into the Merger Agreement by and among Genesis Park Acquisition Corp. (“Genesis Park”), Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park (“Merger Sub”), the Company, and the Company’s Parent. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which Merger Sub will merge with and into the Company, with the Company being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, the Company will merge with and into Genesis Park, with Genesis Park being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers”). |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. | Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. |
Emerging Growth Company | Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. |
Business Combinations | Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. 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, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Contingent consideration is 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 period using Level 3 unobservable inputs (Level 3). Any changes in the fair value of these contingent consideration payments are included in operating income in the consolidated statements of operations. | |
Revenue Recognition | Revenue Recognition Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers 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 under the guidance of ASC 606 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 within the context to which the transaction price is assigned and for which revenue is recognized over time. Once the Company identifies the performance obligations, the Company 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. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. 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. 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 fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material (“T&M”) contracts. 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: 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 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 over time 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. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component; the Company expects, at contract inception, 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 Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s consolidated balance sheets were $4,172 thousand as of December 31, 2020 (Successor), compared to $232 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract asset balances related to MIS only. Contract liability balances included in deferred revenue on the Company’s consolidated balance sheets were $15,665 thousand as of the December 31, 2020 (Successor), compared to $6,316 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract liability balances related to MIS only. Revenue recognized in the Successor 2020 and the Predecessor 2020 Period that was included in the contract liability balance as of December 31, 2019 (Predecessor) was $1,792 thousand and $4,551 thousand, respectively. Remaining Performance Obligations 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 those contracts accounted for under the “right to invoice” practical expedient. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $122,019 thousand. The Company expects to recognize approximately 60% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. | |
Inventory | Inventory 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 included in cost of sales in the consolidated statements of operations. | |
Segment Information | Segment Information 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. | |
Goodwill and Indefinite-Lived Assets | Goodwill and Indefinite-Lived Assets 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 (see Note G). 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 the fair value of a reporting unit does not exceed its carrying value, the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. | |
Long-Lived Assets | Long-Lived Assets The Company regularly evaluates its property, plant and equipment and intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment ASC 350, Intangibles—Goodwill and Other expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. Property, Plant and Equipment 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 are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under capital leases. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Property, plant and equipment life in years Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term 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 the results of operations. Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations (see Note C) and consist of identifiable finite-lived intangible assets, including technology, trademarks, and customer relationships. These 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 asset are consumed. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. | |
Research and Development Costs | Research and Development Costs 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. | |
Advertising Costs | Advertising Costs All advertising, promotional and marketing costs are expensed when incurred. During the Successor 2020 Period, Predecessor 2020 Period and Predecessor 2019 Period, advertising costs were $147 thousand, $86 thousand, and $155 thousand, respectively, and are including in Selling, general and administrative within the consolidated statements of operations. | |
Equity-based Compensation | Equity-based Compensation The Company has a written compensatory benefit plan to provide incentives to existing or new employees, officers, managers, directors, and other service providers of the Company. Equity-based compensation cost is measured at the grant date based on the fair value of the award, which is calculated using the Black-Scholes Option Pricing Model (“OPM”). The vesting of the incentives is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation cost is deferred until the performance conditions are met. Once the performance conditions are met, unrecognized compensation cost is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation cost is recognized regardless of market conditions being met. Forfeitures are recognized in the period they occur. | |
Net Income (Loss) per Unit | Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share | |
Foreign Currency | Foreign Currency The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. The accounts of foreign subsidiaries are translated using exchange rates in effect at the end of the reporting period for assets and liabilities on the consolidated balance sheets and at average exchange rates during the reporting period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income. | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI”) includes foreign currency translation adjustments.The components of AOCI included $506 thousand, $1 thousand, $(8) thousand of foreign currency translation adjustments for the Successor 2020 Period, the Predecessor 2020 Period and the Predecessor 2019 Period, respectively. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) | Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and cash flows will be generally consistent with the current guidance. The new lease guidance will be effective for the year ending December 31, 2022 and will be applied using a modified retrospective transition method to either the beginning of the earliest period presented or the beginning of the year of adoption. The Company is currently evaluating the impact of adopting the new standard. The adoption of this standard will require the recognition of a right of use asset and liability on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives | Estimated useful Property, plant and equipment life in years Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Schedule of pro forma combined results of operations for the business combinations | Pro forma for the six month period ended June 30, 2021 June 30, 2020 Revenues $ 68,153 $ 57,290 Net (loss) income (22,066) (3,908) | Pro forma for the year ended December 31, December 31, 2020 2019 Net revenues $ 84,770 $ 56,129 Net loss $ (9,131) $ (12,978) |
Adcole Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 | March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 |
Schedule of the intangible assets acquired by class | March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 | March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 |
DSS Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | 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 $ 4,122 Liabilities: Accounts payable $ 284 Deferred revenue 188 Current Portion of long-term debt 353 Other current liabilities 1,178 Long-term debt 705 Deferred tax liabilities 458 $ 3,166 Fair value of net identifiable assets acquired 956 Goodwill $ 3,984 | |
Schedule of the intangible assets acquired by class | June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 | June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 |
MIS Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of assumptions used in the Black-Scholes OPM | MIS Black-Scholes Option Pricing Model Assumptions Risk-free interest rate 0.05 % Revenue volatility 51.7 % | MIS Black-Scholes OPM Assumptions Risk-free interest rate 0.2 % Revenue discount rate 6.5 % Revenue volatility 30.0 % Earnout payment discount rate 5.9 % |
Schedule of 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 | 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 $ 51,448 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,585 Goodwill $ 14,808 | June 22, 2020 Cash paid $ 42,177 Equity issued 2,616 Contingent consideration 600 Purchase consideration $ 45,393 Assets: Cash $ 13,559 Accounts receivable 585 Contract assets 665 Property, plant and equipment 451 Intangible assets 35,000 Other non-current assets 676 $ 50,936 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,073 Goodwill $ 15,320 |
Schedule of the intangible assets acquired by class | June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 | June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 |
Roccor Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of assumptions used in the Black-Scholes OPM | 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 % | Roccor Risk-free interest rate 0.1 % Revenue discount rate 7.0 % Revenue volatility 30.0 % Earnout payment discount rate 4.0 % |
Schedule of 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 | October 28, 2020 Cash paid $ 14,999 Equity issued 1,565 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,041 | October 28, 2020 Cash paid $ 15,683 Equity issued 1,565 Contingent consideration 657 Purchase consideration $ 17,905 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,725 |
Schedule of the intangible assets acquired by class | October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 | October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 |
LoadPath Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 | December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 |
Schedule of the intangible assets acquired by class | December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 | December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value of Financial Instruments | ||
Schedule of financial liabilities measured at fair value on a recurring basis | Financial liabilities measured at fair value on a recurring basis are as follows: Successor June 30, 2021 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 12,266 12,266 | Successor December 31, 2020 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 1,257 1,257 |
Schedule of changes in the fair value of contingent consideration | The changes in the fair value of contingent consideration are as follows: Level 3 December 31, 2020 $ 1,257 Additions 227 Changes in fair value 10,889 Settlements (107) June 30, 2021 $ 12,266 | Level 3 February 10, 2020 $ — Additions 1,257 Changes in fair value — Settlements — December 31, 2020 $ 1,257 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable, net | ||
Schedule of accounts receivable balance | The accounts receivable balance is composed as follows: Successor June 30, December 31, 2021 2020 Accounts Receivable, net Billed receivables $ 10,735 $ 5,352 Unbilled receivables 1,743 705 Total $ 12,478 $ 6,057 | The accounts receivable balance is composed as follows: Successor Predecessor December 31, December 31, 2020 2019 Accounts Receivable, net: Billed receivables $ 5,352 $ 6 Unbilled receivables 705 — Total $ 6,057 $ 6 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, net | ||
Schedule of property, plant and equipment, net balances | The property, plant and equipment, net balances are as follows: Successor June 30, December 31, 2021 2020 Computer equipment $ 1,103 $ 739 Furniture and fixtures 626 442 Laboratory equipment 2,009 1,357 Software 736 359 Leasehold improvements 1,447 672 Construction in process 304 — Less: accumulated depreciation (1,110) (307) $ 5,115 $ 3,262 | The property, plant and equipment, net balances are as follows: Successor Predecessor December 31, December 31, 2020 2019 Computer equipment $ 739 $ 128 Furniture and fixtures 442 43 Laboratory equipment 1,357 13 Software 359 36 Leasehold improvements 672 103 Less: accumulated depreciation (307) (70) $ 3,262 $ 253 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are as follows: Successor June 30, 2021 Beginning Balance at January 1, 2021 $ 52,711 Goodwill arising from the Oakman acquisition 6,866 Goodwill arising from the DPSS acquisition 11,148 Measurement period adjustment – DSS acquisition (85) Measurement period adjustment – MIS acquisition (512) Measurement period adjustment – Roccor acquisition (684) Change arising from impact of foreign currency (111) Ending Balance $ 69,333 Successor December 31, 2020 Beginning Balance at February 10, 2020 $ — Goodwill arising from the Adcole acquisition 21,525 Goodwill arising from the DSS acquisition 3.984 Goodwill arising from the MIS acquisition 15,320 Goodwill arising from the Roccor acquisition 6,725 Goodwill arising from the LoadPath acquisition 4,813 Change arising from impact of foreign currency 344 Ending Balance $ 52,711 | The changes in the carrying amount of goodwill are as follows: Successor Predecessor December 31, December 31, 2020 2019 Beginning Balance $ — $ — Goodwill arising from the Adcole acquisition 21,525 — Goodwill arising from the DSS acquisition 3,984 — Goodwill arising from the MIS acquisition 15,320 — Goodwill arising from the Roccor acquisition 6,725 — Goodwill arising from the LoadPath acquisition 4,813 — Change arising from impact of foreign currency 344 — Ending Balance $ 52,711 $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Intangible Assets | ||
Schedule of intangible asset balances and accumulated amortization | Successor As of June 30, 2021 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 48,485 $ (2,246) $ 46,239 19 Technology 42,812 (3,677) 39,135 14 Trademarks 6,591 (969) 5,622 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 256 — 256 Total $ 98,444 $ (6,892) $ 91,552 Successor December 31, 2020 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 | Successor December 31, 2020 Weighted useful Gross Net average carrying Accumulated carrying life in amount amortization amount years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Schedule of longterm debt | Successor June 30, December 31, 2021 2020 2Adams Street Term Loan $ 30,845 $ 31,000 Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan 14,925 — Adams Street Incremental Term Loan 31,920 — SVB Loan Agreement 41,626 46,500 DSS PPP Loan 450 1,058 Total debt $ 119,766 $ 78,558 Less: unamortized discounts and issuance costs 1,812 842 Total debt, net $ 117,954 $ 77,716 Less: current portion 1,230 1,074 Long-term debt, net $ 116,724 $ 76,642 | The Predecessor and the Successor debt balances are summarized as follows: Successor Predecessor December 31, December 31, 2020 2019 Crestmark Equipment Finance Agreement $ — $ 283 Navitas Credit Corp. Equipment Finance Agreement — 71 2017 Space Florida Loan — 1,000 2018 Space Florida Loan — 1,000 2019 Space Florida Loan — 1,000 Adams Street Term Loan 31,000 — Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan — — SVB Loan Agreement 46,500 — DSS PPP Loan 1,058 — Total debt $ 78,558 $ 3,354 Less: unamortized discounts and issuance costs 842 50 Total debt, net $ 77,716 $ 3,304 Less: current portion 1,074 208 Long-term debt, net $ 76,642 $ 3,096 |
Schedule of maturities of long term debt | 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan $ 155 $ 310 $ 310 $ 310 $ 310 $ 29,450 $ 30,845 Adams Street Incremental Term Loan 160 320 320 320 320 30,480 31,920 Adams Street Delayed Draw Term Loan 75 150 150 150 150 14,250 14,925 SVB Loan Agreement — 41,626 — — — — 41,626 DSS PPP Loan 450 — — — — — 450 Total $ 840 $ 42,406 $ 780 $ 780 $ 780 $ 74,180 $ 119,766 | The maturities of the Company’s long-term debt outstanding as of December 31, 2020 (Successor) are as follows: 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan 310 310 310 310 310 29,450 31,000 SVB Loan Agreement — 46,500 — — — — 46,500 DSS PPP Loan 764 294 — — — — 1,058 Total 1,074 47,104 310 310 310 29,450 78,558 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Summary of the future annual minimum lease payments for operating leases | Fiscal Year Total 2021 Remaining $ 1,427 2022 3,320 2023 3,553 2024 3,525 2025 2,578 Thereafter 3,385 Total $ 17,788 | Fiscal Year Total 2021 $ 1,620 2022 1,633 2023 1,647 2024 1,675 2025 1,363 Thereafter 570 Total $ 8,508 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Schedule of components of income before income taxes and income tax expense | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Income before income taxes: U.S. $ (18,017) $ (1,783) $ (2,976) Foreign (16) 65 (371) $ (18,033) $ (1,718) $ (3,347) Income tax expense (benefit): Federal: Current — (387) 7 Deferred (3,064) — — (3,064) (387) 7 State: Current — 3 3 Deferred (595) — — (595) 3 3 Foreign: Current — — — Deferred — — — — — — $ (3,659) $ (384) $ 10 | |
Schedule of reconciliation of the amounts computed using the federal statutory income tax rate and the amounts computed using the effective income tax rate | Successor Predecessor Six month Period from Period from period ended February 10, January 1, June 30, 2020 to June 30, 2020 to June 21, 2021 2020 2020 Effective tax rate 9.2 % 20.5 % 22.4 % | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Tax (benefit) at federal statutory rates $ (3,787) $ (361) $ (703) State income tax (benefit), net of federal tax benefit (595) 29 (30) Research and development tax credits (20) (460) (636) Permanent differences 57 (17) 44 Tax (benefits) /non-deductible expense related to stock compensation — (119) 458 Acquisition costs 685 — — Reserves for unrecognized income tax benefits 1 386 644 Change in valuation allowance — 129 166 Other — 29 67 $ (3,659) $ (384) $ 10 |
Schedule of components of net deferred tax assets (liabilities) | Successor Predecessor December 31, December 31, 2020 2019 Deferred tax assets: Accrued expenses and reserves $ 493 $ 5 Deferred rent 82 50 Tax credit carryforwards 346 6 Deferred revenue 1,168 1,006 Net operating loss carryforwards 3,467 325 Interest disallowance 271 — Equity-based compensation — 142 Total deferred tax assets 5,827 1,534 Valuation allowance (57) (1,505) Net deferred tax assets 5,770 29 Deferred tax liabilities: Depreciation and amortization (12,949) (1) Other (188) (28) Total deferred tax liabilities (13,137) (29) As reported: Net deferred tax assets (liabilities) $ (7,367) $ — | |
Schedule of changes in valuation allowance | Provision Balance Balance at Charged at Beginning (Credited) End of of Year to Expense Acquired Year Description Successor period from February 10, 2020 to December 31, 2020 $ — $ (20) $ 77 $ 57 Predecessor period from January 1, 2020 to June 21, 2020 $ 1,505 $ 112 $ — $ 1,617 Predecessor year ended December 31, 2019 $ 1,244 $ 261 $ — $ 1,505 | |
Schedule of changes in reserves for unrecognized income tax benefits | Successor Predecessor Period from February 10, Period from 2020 to January 1, 2020 Year ended December 31, to June 21, December 31, 2020 2020 2019 Unrecognized tax benefits, beginning of period $ 1,671 $ 1,275 $ 639 Increases for tax positions taken related to a prior period — 105 — Increases for tax positions taken during the current period — 291 636 Unrecognized tax benefits, end of period $ 1,671 $ 1,671 $ 1,275 |
Redeemable Preferred Stocks (Ta
Redeemable Preferred Stocks (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Redeemable Preferred Stock | |
Temporary Equity [Table Text Block] | Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Balance at beginning of period 9,015 — Recapitalization — 9,015 Balance at end of period 9,015 9,015 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock options granted, exercised, and vested | Weighted ISOs average exercise and NQSOs price Outstanding as of December 31, 2019 133,661 $ 1.47 Forfeited (2,900) $ 1.80 Settled or cancelled (130,761) $ 1.46 Outstanding as of December 31, 2020 — |
Predecessor Promissory Notes | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock options activity | Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Range of expected time to exit (years) 3-5 3-5 Range of volatilities 55.00-63.09 % 55.00-63.09 % Range of Predecessor Promissory Notes interest rates 1.85-1.91 % 1.85-1.91 % Range of risk-free interest rates 1.33-1.62 % 1.33-1.62 % Successor Period from February 10, 2020 to December 31, 2020 Volatility $ 70.1 % Risk-free interest rate 0.25 % Expected time to exit (years) 3.50 |
Schedule of nonvested share activity | Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Grant date fair value of shares vested 12 228 In-substance ISOs represented by the Weighted- Predecessor average Promissory exercise Notes price Outstanding as of December 31, 2019 1,028,784 $ 0.99 Settled or cancelled (1,028,784) $ 0.99 Outstanding as of December 31, 2020 — |
2011 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock options granted, exercised, and vested | Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Grant date fair value of options granted $ — $ 17 Intrinsic value of options exercised — 62 Grant date fair value of shares vested 9 23 Cash received from options exercised — 16 Tax benefit from options exercised — (3) |
Schedule of stock purchase plan valuation assumptions | Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Range of expected time to exit (years) 3-5 3-5 Range of volatilities 55.00-63.09 % 55.00-63.09 % Range of risk-free interest rates 1.33-2.51 % 1.33-2.51 % |
Incentive Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of nonvested share activity | Incentive Units Unvested and outstanding as of December 31, 2019 — Granted 6,170,000 Forfeited (18,750) Unvested and outstanding as of December 31, 2020 6,151,250 |
Net Loss per Unit (Tables)
Net Loss per Unit (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Net Loss per Unit | ||
Schedule of the basic and diluted net loss per Unit | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Six month period Period from ended June 30, February 10, 2020 2021 to June 30, 2020 Numerator: Net loss $ (23,575) $ (4,972) Denominator: Weighted average Units outstanding – basic and diluted 100 100 Basic and diluted loss per Unit $ (236) $ (50) | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Period from February 10, 2020 to December 31, 2020 Basic and diluted net income (loss) per Unit Numerator: Net loss $ (14,374) Denominator: Weighted average Units outstanding – basic and diluted 100 Basic and diluted net income (loss) per Unit (144) |
Geographic Information and Si_2
Geographic Information and Significant Customers (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Geographic Information and Significant Customers | ||
Schedule of revenue by geographical area | Revenues based on the geographic location of the Company’s customers are as follows: Successor Predecessor Period from Period from January 1, Six months February 10, 2020 to 2020 period ended June 30, to June 21, June 30, 2021 2020 2020 U.S. $ 61,838 $ 5,004 $ 15,856 Luxembourg 1,915 51 795 Germany 17 — — Japan — 10 — South Korea 76 32 — Poland — 74 — Total revenues $ 63,846 $ 5,171 $ 16,651 | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 U.S. $ 38,774 $ 15,856 $ 18,795 Luxembourg 1,535 795 218 Germany 46 — — Japan 62 — — Korea 147 — — Poland 169 — — Taiwan 52 — — Total net revenues $ 40,785 $ 16,651 $ 19,013 |
Schedule of revenue by customer group | Revenues by customer grouping are as follows: Successor Predecessor Six month period Period from Period from ended June 30, February 10, 2020 to January 1, 2020 2021 June 30, 2020 to June 21, 2020 Civil space $ 30,850 $ 1,531 $ 15,844 National security 15,780 1,629 684 Commercial and other 17,216 2,011 123 Total revenues $ 63,846 $ 5,171 $ 16,651 | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Civil Space $ 23,571 $ 15,844 $ 17,751 National security 7,034 684 1,043 Commercial and other 10,180 123 219 Total net revenues $ 40,785 $ 16,651 $ 19,013 |
Schedule of revenue by major customers | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 NASA $ 21,352 $ 15,020 $ 17,393 $ 21,352 $ 15,020 $ 17,393 |
Description of the Business (De
Description of the Business (Details) | Jun. 30, 2021 | Dec. 31, 2020item | Oct. 28, 2020ft² | Feb. 10, 2020 |
Description of the Business | ||||
Number of minimum flight proven satellite missions | item | 150 | |||
Roccor, LLC | ||||
Description of the Business | ||||
Area of deployable structure of solar sail | ft² | 18,000 | |||
Cosmos Intermediate, LLC | Cosmos Parent, LLC | ||||
Description of the Business | ||||
Percentage of equity owned | 100.00% | 100.00% | ||
Cosmos Finance, LLC | ||||
Description of the Business | ||||
Percentage of equity owned | 100.00% | 100.00% | ||
Cosmos Acquisition, LLC | Cosmos Finance, LLC | ||||
Description of the Business | ||||
Percentage of equity owned | 100.00% | 100.00% |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Details) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Jun. 30, 2021USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract asset balances | $ 4,172 | $ 232 | $ 9,363 |
Contract liability balances | 15,665 | 6,316 | 15,225 |
Revenue recognized that was included in the contract liability balance | $ 1,792 | 4,551 | |
Remaining performance obligations, percent | 60.00% | ||
Cash and cash equivalents on deposit or invested with financial and lending institutions | $ 22,076 | $ 9,292 | 7,390 |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-30 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligations | $ 122,436 | ||
Remaining performance obligations, percent | 78.00% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligations | $ 122,019 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Property, Plant And Equipment (Details) | 11 Months Ended |
Dec. 31, 2020 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 7 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Minimum | Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Minimum | Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Maximum | Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Maximum | Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 09, 2020 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |||||||
Unrecognized tax benefits | $ 1,671 | $ 1,671 | $ 1,275 | $ 1,671 | $ 639 | ||
Unrecognized tax benefits that would impact future earnings | 1,586 | ||||||
Advertising costs | 86 | 147 | 155 | ||||
Foreign currency translation, net of tax | $ 38 | $ (179) | 2 | $ 506 | $ (8) | ||
Foreign currency translation, net of tax. | $ 1 |
Business Combinations (Details)
Business Combinations (Details) $ / shares in Units, $ in Thousands | Aug. 20, 2021shares | Feb. 17, 2021USD ($) | Dec. 11, 2020USD ($)shares | Oct. 28, 2020USD ($)shares | Jun. 30, 2020USD ($) | Jun. 22, 2020USD ($)shares | Jun. 01, 2020USD ($)shares | Mar. 02, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) |
Liabilities: | |||||||||||||||||||||
Goodwill | $ 52,711 | $ 52,711 | $ 69,333 | $ 52,711 | $ 52,711 | $ 52,711 | $ 52,711 | $ 52,711 | |||||||||||||
Total intangible assets | $ 24,160 | ||||||||||||||||||||
Acquisition-related costs included in transaction expenses | 2,419 | 9,944 | |||||||||||||||||||
Pro Forma Financial Data (Unaudited) | |||||||||||||||||||||
Net revenues | 68,153 | $ 57,290 | 84,770 | $ 56,129 | |||||||||||||||||
Net loss | $ (22,066) | $ (3,908) | (9,131) | $ (12,978) | |||||||||||||||||
Revenue volatility | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 13,400 | ||||||||||||||||||||
Trademarks | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 160 | ||||||||||||||||||||
Trademarks | Revenue volatility | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 1,200 | ||||||||||||||||||||
Technology | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 11,900 | ||||||||||||||||||||
Technology | Revenue volatility | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 6,500 | ||||||||||||||||||||
Customer relationships | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 12,100 | ||||||||||||||||||||
Customer relationships | Revenue volatility | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 5,700 | ||||||||||||||||||||
Adcole Acquisition | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||
Cash paid | $ 32,640 | ||||||||||||||||||||
Purchase consideration | 32,640 | ||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash | 156 | ||||||||||||||||||||
Accounts receivable | 840 | ||||||||||||||||||||
Contract assets | 1,427 | ||||||||||||||||||||
Inventory | 212 | ||||||||||||||||||||
Prepaid expenses and other current assets | 661 | ||||||||||||||||||||
Property, plant and equipment | 444 | ||||||||||||||||||||
Intangible assets | 9,690 | ||||||||||||||||||||
Total | 13,430 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 894 | ||||||||||||||||||||
Accrued expenses | 644 | ||||||||||||||||||||
Deferred revenue | 777 | ||||||||||||||||||||
Total | 2,315 | ||||||||||||||||||||
Fair value of net identifiable assets acquired | 11,115 | ||||||||||||||||||||
Goodwill | 21,525 | ||||||||||||||||||||
Total intangible assets | $ 9,690 | ||||||||||||||||||||
Goodwill deductible period | 15 years | 15 years | |||||||||||||||||||
Post-acquisition net revenues | $ 3,373 | 8,096 | |||||||||||||||||||
Post-acquisition net income (loss) | 279 | (1,878) | |||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 2,055 | 2,055 | |||||||||||||||||||
Adcole Acquisition | Trademarks | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 1,000 | ||||||||||||||||||||
Adcole Acquisition | Technology | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 2,400 | ||||||||||||||||||||
Adcole Acquisition | Customer relationships | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 6,100 | ||||||||||||||||||||
Adcole Acquisition | In-process research and development ("IPR&D") | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 190 | ||||||||||||||||||||
DSS Acquisition | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||
Number of Units issued | shares | 1,000,000 | ||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||
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 | 4,122 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 284 | ||||||||||||||||||||
Deferred revenue | 188 | ||||||||||||||||||||
Current Portion of long-term debt | 353 | ||||||||||||||||||||
Other current liabilities | 1,178 | ||||||||||||||||||||
Long-term debt | 705 | ||||||||||||||||||||
Deferred tax liabilities | 458 | ||||||||||||||||||||
Total | 3,166 | ||||||||||||||||||||
Fair value of net identifiable assets acquired | 956 | ||||||||||||||||||||
Goodwill | 3,984 | $ 3,899 | |||||||||||||||||||
Total intangible assets | 850 | ||||||||||||||||||||
Post-acquisition net revenues | 5,381 | ||||||||||||||||||||
Post-acquisition net income (loss) | (1,707) | ||||||||||||||||||||
Acquisition-related costs included in transaction expenses | 434 | ||||||||||||||||||||
DSS Acquisition | Trademarks | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 150 | ||||||||||||||||||||
DSS Acquisition | Customer relationships | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 700 | ||||||||||||||||||||
MIS Acquisition | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||
Number of Units issued | shares | 1,354,088 | 2,615,726 | |||||||||||||||||||
Earnout amount per share | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||||||||
Maximum MIS revenue for earnout amount | $ 40,000 | $ 40,000 | |||||||||||||||||||
Maximum contingent earnout | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | ||||||||||||||
Minimum contingent earnout | 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Earnout amount | 9,939 | ||||||||||||||||||||
Fair value of the contingent earnout | 10,889 | ||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||
Cash paid | $ 42,177 | ||||||||||||||||||||
Equity issued | 2,616 | ||||||||||||||||||||
Contingent consideration | 600 | ||||||||||||||||||||
Purchase consideration | 45,393 | ||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash | 13,559 | ||||||||||||||||||||
Accounts receivable | 585 | ||||||||||||||||||||
Contract assets | 665 | ||||||||||||||||||||
Property, plant and equipment | 451 | ||||||||||||||||||||
Intangible assets | 35,000 | ||||||||||||||||||||
Other non-current assets | 676 | ||||||||||||||||||||
Total | 50,936 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 3,689 | ||||||||||||||||||||
Deferred revenue | 7,128 | ||||||||||||||||||||
Other current liabilities | 2,749 | ||||||||||||||||||||
Deferred tax liabilities | 7,297 | ||||||||||||||||||||
Total | 20,863 | ||||||||||||||||||||
Fair value of net identifiable assets acquired | 30,073 | ||||||||||||||||||||
Goodwill | 15,320 | $ 14,808 | |||||||||||||||||||
Total intangible assets | $ 35,000 | ||||||||||||||||||||
Post-acquisition net revenues | $ 990 | 22,061 | |||||||||||||||||||
Post-acquisition net income (loss) | 793 | (1,186) | |||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 4,132 | $ 4,132 | |||||||||||||||||||
MIS Acquisition | Risk-free interest rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 0.2 | 0.05 | |||||||||||||||||||
MIS Acquisition | Revenue discount rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 6.5 | ||||||||||||||||||||
MIS Acquisition | Revenue volatility | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 30 | 51.7 | |||||||||||||||||||
MIS Acquisition | Earnout payment discount rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 5.9 | ||||||||||||||||||||
MIS Acquisition | Trademarks | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Intangible assets | $ 3,400 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 3,400 | ||||||||||||||||||||
MIS Acquisition | Technology | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Intangible assets | 16,000 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 16,000 | ||||||||||||||||||||
MIS Acquisition | Customer relationships | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Intangible assets | 15,600 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 15,600 | ||||||||||||||||||||
Roccor Acquisition | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||
Number of Units issued | shares | 1,564,531 | ||||||||||||||||||||
Earnout amount | $ 225 | ||||||||||||||||||||
Fair value of the contingent earnout | $ 550 | 550 | |||||||||||||||||||
PBR Escrow amount | 466 | 466 | |||||||||||||||||||
PBR Variance amount | 359 | 359 | |||||||||||||||||||
PBR Escrow contingent consideration | 107 | 107 | |||||||||||||||||||
PBR Escrow amount paid | $ 107 | 107 | |||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||
Cash paid | 15,683 | ||||||||||||||||||||
Equity issued | 1,565 | ||||||||||||||||||||
Contingent consideration | 657 | ||||||||||||||||||||
Purchase consideration | 17,905 | ||||||||||||||||||||
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 | 23,364 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 1,880 | ||||||||||||||||||||
Deferred revenue | 3,240 | ||||||||||||||||||||
Other current liabilities | 5,112 | ||||||||||||||||||||
Deferred tax liabilities | 1,952 | ||||||||||||||||||||
Total | 12,184 | ||||||||||||||||||||
Fair value of net identifiable assets acquired | 11,180 | ||||||||||||||||||||
Goodwill | 6,725 | $ 6,041 | |||||||||||||||||||
Total intangible assets | $ 13,400 | ||||||||||||||||||||
Post-acquisition net revenues | 5,003 | ||||||||||||||||||||
Post-acquisition net income (loss) | 338 | ||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 1,838 | ||||||||||||||||||||
Roccor Acquisition | Risk-free interest rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 0.1 | 0.1 | |||||||||||||||||||
Roccor Acquisition | Revenue discount rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 7 | 7 | |||||||||||||||||||
Roccor Acquisition | Revenue volatility | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 30 | 30 | |||||||||||||||||||
Roccor Acquisition | Earnout payment discount rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 4 | 4 | |||||||||||||||||||
Roccor Acquisition | Revenue less than $30,000 | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Earnout amount | $ 0 | $ 0 | |||||||||||||||||||
Roccor Acquisition | Revenue equal to or greater than $30,000 thousand but less than $40,000 thousand | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Earnout amount | 1,000 | 1,000 | |||||||||||||||||||
Roccor Acquisition | Revenue equal to or greater than $40,000 thousand | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Earnout amount | 2,000 | $ 2,000 | |||||||||||||||||||
Roccor Acquisition | Trademarks | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 1,200 | ||||||||||||||||||||
Roccor Acquisition | Technology | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 6,500 | ||||||||||||||||||||
Roccor Acquisition | Customer relationships | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 5,700 | ||||||||||||||||||||
LoadPath Acquisition | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||
Number of Units issued | shares | 800,000 | ||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||
Cash paid | $ 7,598 | ||||||||||||||||||||
Equity issued | 800 | ||||||||||||||||||||
Purchase consideration | 8,398 | ||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash | 995 | ||||||||||||||||||||
Accounts receivable | 1,208 | ||||||||||||||||||||
Contract assets | 187 | ||||||||||||||||||||
Prepaid expenses and other current assets | 2 | ||||||||||||||||||||
Property, plant and equipment | 42 | ||||||||||||||||||||
Intangible assets | 4,230 | ||||||||||||||||||||
Total | 6,664 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 334 | ||||||||||||||||||||
Deferred revenue | 394 | ||||||||||||||||||||
Other current liabilities | 1,203 | ||||||||||||||||||||
Deferred tax liabilities | 1,148 | ||||||||||||||||||||
Total | 3,079 | ||||||||||||||||||||
Fair value of net identifiable assets acquired | 3,585 | ||||||||||||||||||||
Goodwill | 4,813 | ||||||||||||||||||||
Total intangible assets | 4,230 | ||||||||||||||||||||
Post-acquisition net revenues | 245 | ||||||||||||||||||||
Post-acquisition net income (loss) | (32) | ||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 1,485 | ||||||||||||||||||||
LoadPath Acquisition | Trademarks | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 560 | ||||||||||||||||||||
LoadPath Acquisition | Technology | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | 370 | ||||||||||||||||||||
LoadPath Acquisition | Customer relationships | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Total intangible assets | $ 3,300 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Fair Value of Financial Instruments | |
Certificate of deposit | $ 126 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Financial liabilities measured at fair value on a recurring basis (Details) - Recurring - Notes payable to sellers - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Financial liabilities measured at fair value on a recurring basis | ||
Contingent consideration | $ 12,266 | $ 1,257 |
Level 3 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent consideration | $ 12,266 | $ 1,257 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Changes in the fair value of contingent consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Changes in the fair value of contingent consideration | ||
December 31, 2020 | $ 1,257 | |
Additions | 227 | $ 1,257 |
Changes in fair value | 10,889 | |
Settlements | (107) | |
June 30, 2021 | $ 12,266 | $ 1,257 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, net: | |||
Total | $ 12,478 | $ 6,057 | $ 6 |
Billed receivables | |||
Accounts Receivable, net: | |||
Total | 10,735 | 5,352 | $ 6 |
Unbilled receivables | |||
Accounts Receivable, net: | |||
Total | $ 1,743 | $ 705 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory | |||
Inventory balance | $ 477 | $ 330 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | |
Property, Plant and Equipment, net | ||||
Less: accumulated depreciation | $ (307) | $ (70) | $ (1,110) | |
Property, plant and equipment, net | 3,262 | 253 | 5,115 | |
Depreciation expense | $ 59 | 307 | 66 | |
Computer equipment | ||||
Property, Plant and Equipment, net | ||||
Property, plant and equipment, gross | 739 | 128 | 1,103 | |
Furniture and fixtures | ||||
Property, Plant and Equipment, net | ||||
Property, plant and equipment, gross | 442 | 43 | 626 | |
Laboratory equipment | ||||
Property, Plant and Equipment, net | ||||
Property, plant and equipment, gross | 1,357 | 13 | 2,009 | |
Software | ||||
Property, Plant and Equipment, net | ||||
Property, plant and equipment, gross | 359 | 36 | 736 | |
Leasehold improvements | ||||
Property, Plant and Equipment, net | ||||
Property, plant and equipment, gross | $ 672 | $ 103 | $ 1,447 |
Goodwill (Details)
Goodwill (Details) | Oct. 01, 2020segment | Jun. 30, 2021item |
Goodwill | ||
Number of Reporting Units | 3 | 3 |
Goodwill - Changes in the carry
Goodwill - Changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Begining Balance | $ 52,711 | |
Change arising from impact of foreign currency | $ 344 | |
Ending Balance | 69,333 | 52,711 |
Adcole Acquisition | ||
Goodwill | ||
Goodwill arising from the acquisition | 21,525 | |
DSS Acquisition | ||
Goodwill | ||
Goodwill arising from the acquisition | 3,984 | |
Ending Balance | 3,899 | |
MIS Acquisition | ||
Goodwill | ||
Goodwill arising from the acquisition | 15,320 | |
Ending Balance | 14,808 | |
Roccor Acquisition | ||
Goodwill | ||
Goodwill arising from the acquisition | 6,725 | |
Ending Balance | $ 6,041 | |
LoadPath Acquisition | ||
Goodwill | ||
Goodwill arising from the acquisition | $ 4,813 |
Intangible Assets - Intangible
Intangible Assets - Intangible asset balances and accumulated amortization (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible asset balances and accumulated amortization | |||||
Intangible assets subject to amortization, Accumulated amortization | $ (6,892) | $ (2,800) | |||
Gross carrying amount | 98,444 | 63,761 | |||
Accumulated amortization | $ (379) | (4,092) | $ 0 | (2,800) | $ 0 |
Net carrying amount | 91,552 | 60,961 | |||
Customer relationships | |||||
Intangible asset balances and accumulated amortization | |||||
Intangible assets subject to amortization, Gross carrying amount | 48,485 | 31,541 | |||
Intangible assets subject to amortization, Accumulated amortization | (2,246) | (899) | |||
Intangible assets subject to amortization, Net carrying amount | $ 46,239 | $ 30,642 | |||
Intangible assets subject to amortization, Weighted useful average life in years | 19 years | 19 years | |||
Technology | |||||
Intangible asset balances and accumulated amortization | |||||
Intangible assets subject to amortization, Gross carrying amount | $ 42,812 | $ 25,368 | |||
Intangible assets subject to amortization, Accumulated amortization | (3,677) | (1,508) | |||
Intangible assets subject to amortization, Net carrying amount | $ 39,135 | $ 23,860 | |||
Intangible assets subject to amortization, Weighted useful average life in years | 14 years | 12 years | |||
Trademarks | |||||
Intangible asset balances and accumulated amortization | |||||
Intangible assets subject to amortization, Gross carrying amount | $ 6,591 | $ 6,344 | |||
Intangible assets subject to amortization, Accumulated amortization | (969) | (393) | |||
Intangible assets subject to amortization, Net carrying amount | $ 5,622 | $ 5,951 | |||
Intangible assets subject to amortization, Weighted useful average life in years | 9 years | 9 years | |||
Cosmos Tradename | |||||
Intangible asset balances and accumulated amortization | |||||
Intangible assets subject to amortization, Accumulated amortization | $ 0 | ||||
Intangible assets not subject to amortization, Carrying amount | $ 300 | 300 | |||
IPR&D | |||||
Intangible asset balances and accumulated amortization | |||||
Intangible assets subject to amortization, Accumulated amortization | 0 | ||||
Intangible assets not subject to amortization, Carrying amount | $ 256 | $ 208 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets | |||||
Amortization expense | $ 379 | $ 4,092 | $ 0 | $ 2,800 | $ 0 |
Estimated amortization expense year 1 | 6,274 | ||||
Estimated amortization expense year 2 | 6,111 | ||||
Estimated amortization expense year 3 | 5,957 | ||||
Estimated amortization expense year 4 | 5,570 | ||||
Estimated amortization expense year 5 | $ 5,145 |
Debt - Predecessor and Successo
Debt - Predecessor and Successor Debt (Details) - USD ($) | Oct. 30, 2020 | Oct. 28, 2020 | Jun. 22, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | Dec. 04, 2019 | Oct. 23, 2019 | Dec. 17, 2018 | May 13, 2017 | Mar. 29, 2017 |
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 119,766,000 | $ 78,558,000 | $ 3,354,000 | ||||||||||
Repayments of term loans | 5,194,000 | $ 102,000 | 4,661,000 | 182,000 | |||||||||
Interest expense | 3,192,000 | 83,000 | $ 1,074,000 | 134,000 | |||||||||
Debt instrument spread rate | 6.00% | ||||||||||||
Effective interest rate | 2.78% | ||||||||||||
Increase in principal amount | 1,022,000 | ||||||||||||
Crestmark Equipment Finance Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 283,000 | $ 715,000 | |||||||||||
Interest rate | 8.88% | ||||||||||||
Repayments of term loans | $ 187,000 | ||||||||||||
Interest expense | $ 0 | ||||||||||||
Navitas Credit Corp. Equipment Finance Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 71,000 | $ 72,000 | |||||||||||
Interest rate | 6.74% | ||||||||||||
Repayments of term loans | 64,000 | ||||||||||||
Interest expense | $ 83,000 | ||||||||||||
Space Florida Loans | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 3,000,000 | ||||||||||||
Interest expense | 139,000 | ||||||||||||
2017 Space Florida Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 1,000,000 | $ 1,000,000 | |||||||||||
Interest rate | 5.00% | ||||||||||||
2018 Space Florida Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 1,000,000 | $ 1,000,000 | |||||||||||
Interest rate | 5.00% | ||||||||||||
2019 Space Florida Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 1,000,000 | $ 1,000,000 | |||||||||||
Interest rate | 5.00% | ||||||||||||
Adams Street Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 31,000,000 | 30,845,000 | 31,000,000 | ||||||||||
Interest rate | 7.00% | ||||||||||||
Debt instrument spread rate | 6.00% | ||||||||||||
Effective interest rate | 7.23% | ||||||||||||
Adams Street Term Loan | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument floor rate | 1.00% | ||||||||||||
Adams Street Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 5,000,000 | ||||||||||||
Interest rate | 7.00% | ||||||||||||
Debt instrument spread rate | 6.00% | ||||||||||||
Effective interest rate | 7.23% | ||||||||||||
Undrawn commitment fees (in percentage) | 0.50% | ||||||||||||
Adams Street Revolving Credit Facility | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument floor rate | 1.00% | ||||||||||||
Adams Street Delayed Draw Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 15,000,000 | 14,925,000 | |||||||||||
Interest rate | 7.00% | ||||||||||||
Effective interest rate | 7.23% | ||||||||||||
Adams Street Delayed Draw Term Loan | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument floor rate | 1.00% | ||||||||||||
SVB Loan Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 568,000 | 41,626,000 | $ 46,500,000 | $ 45,350,000 | |||||||||
Interest rate | 2.75% | ||||||||||||
Repayments of term loans | $ 4,000,000 | ||||||||||||
Increase in principal amount | 5,718,000 | $ 41,626,000 | |||||||||||
Modified loan | $ 50,500,000 |
Debt - Paycheck Protection Prog
Debt - Paycheck Protection Program ("PPP") Loans (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 18, 2021 | Dec. 31, 2020 | May 01, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Debt amount | $ 119,766 | $ 78,558 | $ 3,354 | ||
MIS PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt amount | 1,463 | ||||
LoadPath PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt amount | 339 | ||||
DSS PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt amount | $ 450 | $ 608 | $ 1,058 | $ 1,058 | |
Interest rate | 1.00% |
Debt - Predecessor and Succes_2
Debt - Predecessor and Successor Debt Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 18, 2021 | Dec. 31, 2020 | Oct. 28, 2020 | Aug. 31, 2020 | May 01, 2020 | Dec. 31, 2019 | Dec. 04, 2019 | Oct. 23, 2019 | Dec. 17, 2018 | May 13, 2017 | Mar. 29, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 119,766 | $ 78,558 | $ 3,354 | |||||||||
Less: unamortized discounts and issuance costs | 1,812 | 842 | 50 | |||||||||
Total debt, net | 117,954 | 77,716 | 3,304 | |||||||||
Less: current portion | 1,230 | 1,074 | 208 | |||||||||
Long-term debt | 116,724 | 76,642 | 3,096 | |||||||||
Crestmark Equipment Finance Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 283 | $ 715 | ||||||||||
Navitas Credit Corp. Equipment Finance Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 71 | $ 72 | ||||||||||
2017 Space Florida Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 1,000 | $ 1,000 | ||||||||||
2018 Space Florida Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 1,000 | $ 1,000 | ||||||||||
2019 Space Florida Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 1,000 | $ 1,000 | ||||||||||
Adams Street Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 30,845 | 31,000 | $ 31,000 | |||||||||
Adams Street Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 5,000 | |||||||||||
Adams Street Delayed Draw Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 14,925 | 15,000 | ||||||||||
SVB Loan Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 41,626 | 46,500 | $ 568 | $ 45,350 | ||||||||
DSS PPP Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 450 | $ 608 | $ 1,058 | $ 1,058 |
Debt - Long-Term Debt Outstandi
Debt - Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | |||||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 18, 2021 | Oct. 28, 2020 | Aug. 31, 2020 | May 01, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||
2021 | $ 840 | $ 1,074 | |||||
2022 | 42,406 | 47,104 | |||||
2023 | 780 | 310 | |||||
2024 | 780 | 310 | |||||
2025 | 780 | 310 | |||||
Thereafter | 74,180 | 29,450 | |||||
Total debt | 119,766 | 78,558 | $ 3,354 | ||||
Amortization of debt issuance costs | 3,190 | 878 | |||||
Adams Street Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
2021 | 155 | 310 | |||||
2022 | 310 | 310 | |||||
2023 | 310 | 310 | |||||
2024 | 310 | 310 | |||||
2025 | 310 | 310 | |||||
Thereafter | 29,450 | 29,450 | |||||
Total debt | 30,845 | 31,000 | $ 31,000 | ||||
SVB Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
2022 | 41,626 | 46,500 | |||||
Total debt | 41,626 | 46,500 | $ 568 | $ 45,350 | |||
DSS PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
2021 | 450 | 764 | |||||
2022 | 294 | ||||||
Total debt | $ 450 | $ 1,058 | $ 608 | $ 1,058 |
Leases (Details)
Leases (Details) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Option to extend | true | |||
Lessee, Operating Lease, Renewal Term | 60 days | |||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||||
2021 | $ 3,320 | $ 1,620 | ||
2022 | 3,553 | 1,633 | ||
2023 | 3,525 | 1,647 | ||
2024 | 2,578 | 1,675 | ||
2025 | 1,363 | |||
Thereafter | 570 | |||
Total | $ 17,788 | 8,508 | ||
Lease rent expense | $ 228 | $ 1,091 | $ 625 | |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent escalation | 1.50 | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent escalation | 3.23 | |||
Facilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Option to extend | true | |||
Lessee, Operating Lease, Renewal Term | 5 years | |||
Facilities | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent escalation | 1.50 | |||
Facilities | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent escalation | 4.17 | |||
Office Equipment | ||||
Lessee, Lease, Description [Line Items] | ||||
Option to extend | true | |||
Lessee, Operating Lease, Renewal Term | 60 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income before income taxes: | |||||
U.S. | $ (1,783) | $ (18,017) | $ (2,976) | ||
Foreign | 65 | (16) | (371) | ||
Income before income taxes | (1,718) | (18,033) | (3,347) | ||
Federal: | |||||
Current | (387) | 7 | |||
Deferred | (3,064) | ||||
Federal Income Tax Expense (Benefit) | (387) | (3,064) | 7 | ||
State: | |||||
Current | 3 | 3 | |||
Deferred | (595) | ||||
State and Local Income Tax Expense (Benefit) | 3 | (595) | 3 | ||
Income Tax Expense (Benefit) | $ (1,278) | $ (2,388) | $ (384) | $ (3,659) | $ 10 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the amounts computed using the federal statutory income tax rate (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the amounts computed using the federal statutory income tax rate and the amounts computed using the effective income tax rate | |||||
Tax (benefit) at federal statutory rates | $ (361) | $ (3,787) | $ (703) | ||
State income tax (benefit), net of federal tax benefit | 29 | (595) | (30) | ||
Research and development tax credits | (460) | (20) | (636) | ||
Permanent differences | (17) | 57 | 44 | ||
Tax (benefits) /non-deductible expense related to stock compensation | (119) | 458 | |||
Acquisition costs | 685 | ||||
Reserves for unrecognized income tax benefits | 386 | 1 | 644 | ||
Change in valuation allowance | 129 | 166 | |||
Other | 29 | 67 | |||
Income Tax Expense (Benefit) | $ (1,278) | $ (2,388) | $ (384) | $ (3,659) | $ 10 |
Income Taxes - Components of ne
Income Taxes - Components of net deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 21, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||||
Accrued expenses and reserves | $ 493 | $ 5 | |||
Deferred rent | 82 | 50 | |||
Tax credit carryforwards | 346 | 6 | |||
Deferred revenue | 1,168 | 1,006 | |||
Net operating loss carryforwards | 3,467 | 325 | |||
Interest disallowance | 271 | ||||
Equity-based compensation | 142 | ||||
Total deferred tax assets | 5,827 | 1,534 | |||
Valuation allowance | (57) | $ (1,617) | (1,505) | $ (1,244) | |
Net deferred tax assets | 5,770 | 29 | |||
Deferred tax liabilities: | |||||
Depreciation and amortization | (12,949) | (1) | |||
Other | (188) | (28) | |||
Total deferred tax liabilities | $ (13,795) | (7,367) | |||
Total deferred tax liabilities | (13,137) | $ (29) | |||
Net deferred tax assets (liabilities) | $ (7,367) |
Income Taxes - Changes in valua
Income Taxes - Changes in valuation allowance (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Balance at Beginning of Year | $ 1,505 | $ 1,244 | |
Provision Charged (Credited ) to Expense | 112 | $ (20) | 261 |
Acquired | 77 | ||
Balance at End of Year | $ 1,617 | $ 57 | $ 1,505 |
Income Taxes - Reserves for unr
Income Taxes - Reserves for unrecognized income tax benefits (Details) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Unrecognized tax benefits, beginning of period | $ 1,275,000 | $ 1,671,000 | $ 639,000 |
Increases for tax positions taken related to a prior period | 105,000 | ||
Increases for tax positions taken during the current period | 291,000 | 636,000 | |
Unrecognized tax benefits, end of period | $ 1,671,000 | 1,671,000 | $ 1,275,000 |
Refund for NOL carrybacks, CARES Act | $ 406 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | $ 57 | $ 1,505 |
Deferred tax asset from NOL carryforwards | 3,467,000 | $ 325,000 |
Research and development credit carryforwards | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 344 | |
Tax credit carry forwards | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 2 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | 13,202 | |
Deferred tax asset from NOL carryforwards | 2,772 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax asset from NOL carryforwards | 639,000 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax asset from NOL carryforwards | $ 56,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)plan | Dec. 31, 2020USD ($)plan | |
Employee Benefit Plans | |||
Number of plans | plan | 5 | 3 | |
Expense recognized for matching contribution | $ | $ 0 | $ 591 | $ 187 |
Redwire plan | |||
Employee Benefit Plans | |||
Matching contribution (in percent) | 50.00% | 50.00% | |
Roccor plan | |||
Employee Benefit Plans | |||
Matching contribution (in percent) | 4.00% | 100.00% | |
LoadPath plan | |||
Employee Benefit Plans | |||
Matching contribution (in percent) | 100.00% | 100.00% |
Equity (Details)
Equity (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 22, 2020 | Oct. 11, 2019 |
Class of Stock [Line Items] | ||||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 | |||
Preferred stock shares issued | 0 | |||
Preferred stock shares outstanding | 0 | |||
Number of units issued | 100 | 100 | ||
Number of units outstanding | 100 | 100 | ||
Class F Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock reallocated issued ( in percentage) | 2.50% | |||
Common stock reallocated outstanding ( in percentage) | 2.50% | |||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 |
Redeemable Preferred Stocks (De
Redeemable Preferred Stocks (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 21, 2020 | May 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Balance at beginning of period | $ 9,015 | $ 9,015 | $ 9,015 | $ 0 |
Recapitalization, including transfer to temporary equity | 0 | 0 | $ 9,015 | 9,015 |
Balance at end of period | $ 9,015 | $ 9,015 | $ 9,015 |
Equity-Based Compensation - 201
Equity-Based Compensation - 2011 Equity Incentive Plan Options Granted and Exercised (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 21, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Jun. 22, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value of options granted | $ 520,000 | $ 17,000 | $ 1,900,000 | |
Intrinsic value of options exercised | 62,000 | |||
Grant date fair value of shares vested | $ 9,000 | 23,000 | ||
Cash received from options exercised | 16,000 | |||
Tax benefit from options exercised | (3,000) | |||
2011 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant | 1,000,000 | |||
Maximum exercisable period | 10 years | |||
Tax benefit from options exercised | $ (1,000) | $ (5,000) | ||
2011 Equity Incentive Plan | One year from grant date | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2011 Equity Incentive Plan | Over 36 Months | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 2.08% |
Equity-Based Compensation - 2_2
Equity-Based Compensation - 2011 Equity Incentive Plan Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 3 years 6 months | ||
Range of volatilities, Minimum | 55.00% | 55.00% | |
Range of volatilities, Maximum | 63.09% | 63.09% | |
Range of risk-free interest rates, Minimum | 1.33% | 1.33% | |
Range of risk-free interest rates, Maximum | 1.62% | 1.62% | |
Equity-based compensation | $ 988 | $ 0 | $ 2,267 |
Tax benefit from options exercised | $ 3 | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 5 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 3 years | ||
2011 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of volatilities, Minimum | 55.00% | 55.00% | |
Range of volatilities, Maximum | 63.09% | 63.09% | |
Range of risk-free interest rates, Minimum | 1.33% | 1.33% | |
Range of risk-free interest rates, Maximum | 2.51% | 2.51% | |
Equity-based compensation | $ 7 | $ 22 | |
Tax benefit from options exercised | $ 1 | $ 5 | |
2011 Equity Incentive Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 5 years | 5 years | |
2011 Equity Incentive Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 3 years | 3 years |
Equity-Based Compensation - 2_3
Equity-Based Compensation - 2011 Equity Incentive Plan Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 11 Months Ended | |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested amount settled for purchase consideration | $ 523 | ||
Fair value of the consideration attributable to the accelerated equity-based awards | 102 | ||
Tax benefit related to accelerated equity based awards | $ 21 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares outstanding as of December 31, 2019 | 133,661 | ||
Forfeited | (2,900) | ||
Settled or cancelled | (130,761) | ||
Weighted average exercise price, Beginning balance | $ 0.99 | ||
Settled or cancelled | $ 0.99 | ||
2011 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Weighted average exercise price, Beginning balance | $ 1.47 | ||
Forfeited | $ 1.80 | ||
Settled or cancelled | $ 1.46 |
Equity-Based Compensation - Pre
Equity-Based Compensation - Predecessor Promissory Notes (Details) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Face amount of debt | $ 1,022,000 | ||
Grant date fair value of options granted | 520,000 | $ 1,900,000 | $ 17,000 |
Incremental cost resulting from modification | 2,170,000 | ||
Equity-based compensation | 988,000 | $ 0 | 2,267,000 |
Tax benefit from options exercised | 3,000 | ||
Predecessor Promissory Notes | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefit from options exercised | $ 208,000 | $ 476,000 | |
Predecessor Promissory Notes | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Interest rate | 1.85% | ||
Predecessor Promissory Notes | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Interest rate | 1.91% |
Equity-Based Compensation - P_2
Equity-Based Compensation - Predecessor Promissory Notes Fair Value Measurements (Details) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 3 years 6 months | ||
Range of volatilities, Minimum | 55.00% | 55.00% | |
Range of volatilities, Maximum | 63.09% | 63.09% | |
Range of risk-free interest rates, Minimum | 1.33% | 1.33% | |
Range of risk-free interest rates, Maximum | 1.62% | 1.62% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 5 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 3 years | ||
Predecessor Promissory Notes | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of risk-free interest rates, Minimum | 1.85% | 1.85% | |
Range of risk-free interest rates, Maximum | 1.91% | 1.91% | |
Predecessor Promissory Notes | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 5 years | ||
Predecessor Promissory Notes | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected time to exit (years) | 3 years |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Value of the Predecessor Promissory Notes (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date fair value of shares vested | $ 9 | $ 23 |
Predecessor Promissory Notes | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date fair value of shares vested | $ 12 | $ 228 |
Equity-Based Compensation - P_3
Equity-Based Compensation - Predecessor Promissory Notes Fair Value of ISO (Details) - $ / shares | 6 Months Ended | 11 Months Ended | |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares outstanding as of December 31, 2019 | 133,661 | ||
Forfeited | 2,900 | ||
Settled or cancelled | (2,900) | ||
Weighted average exercise price, Beginning balance | $ 0.99 | ||
Settled or cancelled | $ 0.99 | ||
Predecessor Promissory Notes | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Forfeited | 1,028,784 | ||
Settled or cancelled | (1,028,784) | ||
Number of shares outstanding as of December 31, 2020 | 1,028,784 |
Equity-Based Compensation - Suc
Equity-Based Compensation - Successor Class P Unit Incentive Plan (Details) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020USD ($) | Dec. 31, 2020USD ($)tranche$ / sharesshares | Dec. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value | $ | $ 520,000 | $ 1,900,000 | $ 17,000 |
Equity-based compensation | $ | $ 988,000 | 0 | $ 2,267,000 |
Unrecognized compensation costs | $ | $ 1,894,000 | ||
Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Incentive units threshold price per unit | $ / shares | $ 1 | ||
Number of tranches | tranche | 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted | shares | 6,170,000 | ||
Forfeited | shares | (18,750) | ||
Unvested and outstanding as of December 31, 2020 | shares | 6,151,250 |
Equity-Based Compensation - F_2
Equity-Based Compensation - Fair value of the Incentive Units for the Successor (Details) | 11 Months Ended |
Dec. 31, 2020 | |
Equity-Based Compensation | |
Volatility | 70.10% |
Risk-free interest rate | 0.25% |
Expected time to exit (years) | 3 years 6 months |
Net Loss per Unit (Details)
Net Loss per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||
Net Income (loss) | $ (4,972) | $ (23,575) | $ (1,334) | $ (14,374) | $ (3,357) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||||
Weighted average Units outstanding - basic and diluted | 100 | 100 | 100 | ||
Basic and diluted net income (loss) per Unit | $ (50) | $ (236) | $ (144) |
Geographic Information and Si_3
Geographic Information and Significant Customers (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | $ 5,171 | $ 63,846 | $ 16,651 | $ 16,651 | $ 40,785 | $ 19,013 |
U.S. | ||||||
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | 5,004 | 61,838 | 15,856 | 38,774 | 18,795 | |
Luxembourg | ||||||
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | 51 | 1,915 | $ 795 | 1,535 | $ 218 | |
Germany | ||||||
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | 17 | 46 | ||||
Japan | ||||||
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | 10 | 62 | ||||
South Korea | ||||||
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | 32 | $ 76 | 147 | |||
Poland | ||||||
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | $ 74 | 169 | ||||
Taiwan | ||||||
Revenues By Geographical Areas [Line Items] | ||||||
Total net revenues | $ 52 |
Geographic Information and Si_4
Geographic Information and Significant Customers - Net Revenues by Customers (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues By Customer Grouping [Line Items] | ||||||
Total net revenues | $ 5,171 | $ 63,846 | $ 16,651 | $ 16,651 | $ 40,785 | $ 19,013 |
Civil Space | ||||||
Revenues By Customer Grouping [Line Items] | ||||||
Total net revenues | 1,531 | 30,850 | 15,844 | 23,571 | 17,751 | |
National security | ||||||
Revenues By Customer Grouping [Line Items] | ||||||
Total net revenues | 1,629 | 15,780 | 684 | 7,034 | 1,043 | |
Commercial and other | ||||||
Revenues By Customer Grouping [Line Items] | ||||||
Total net revenues | $ 2,011 | $ 17,216 | $ 123 | $ 10,180 | $ 219 |
Geographic Information and Si_5
Geographic Information and Significant Customers - Net Revenues by Majority Companies (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Major Customer [Line Items] | |||
Revenues | $ 15,020 | $ 21,352 | $ 17,393 |
NASA | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 15,020 | $ 21,352 | $ 17,393 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 05, 2020 | Dec. 31, 2020 |
Related Parties | ||
Parent units exchange | 300,000 | |
Price per share | $ 1 | |
payment to related party | $ 4,874 | |
Support Fee | 2,726 | |
Management Fee | 500 | |
Deal closing fees | $ 2,226 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 15, 2021 | Jun. 30, 2021 | Mar. 24, 2021 | Feb. 17, 2021 | Jun. 21, 2020 |
Subsequent Event [Line Items] | |||||
Increase in principal amount | $ 1,022,000 | ||||
Unrecognized compensation costs | $ 27,942,000 | ||||
Incentive Units | |||||
Subsequent Event [Line Items] | |||||
Unrecognized compensation costs | $ 27,942,000 | ||||
Oakman | |||||
Subsequent Event [Line Items] | |||||
Equity interests, percentage | 100.00% | ||||
Purchase consideration | $ 15,159,000 | ||||
Purchase consideration in cash | 14,159,000 | ||||
Purchase consideration in equity | 1,000,000 | ||||
Cash | 14,159,000 | ||||
Oakman | Adams Street Delayed Draw Term Loan | |||||
Subsequent Event [Line Items] | |||||
Drew amount | $ 15,000,000 | ||||
DPSS | |||||
Subsequent Event [Line Items] | |||||
Equity interests, percentage | 100.00% | ||||
Purchase consideration in cash | $ 24,773,000 | ||||
Cash | 24,773,000 | ||||
DPSS | Adams Street Term Loan | |||||
Subsequent Event [Line Items] | |||||
Increase in principal amount | $ 32,000,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 21, 2020 | Feb. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||||
Cash and cash equivalents | $ 7,390 | $ 22,076 | $ 9,292 | |||
Accounts receivable, net | 12,478 | 6,057 | 6 | |||
Contract assets | 9,363 | 4,172 | 232 | |||
Inventory | 477 | 330 | 0 | |||
Income tax receivable | 688 | 688 | 62 | |||
Related party receivable | 4,874 | |||||
Prepaid expenses and other current assets | 5,122 | 1,109 | 158 | |||
Total current assets | 35,518 | 39,306 | 9,750 | |||
Property, plant and equipment, net | 5,115 | 3,262 | 253 | |||
Goodwill | 69,333 | 52,711 | ||||
Intangible assets, net | 91,552 | 60,961 | ||||
Other non-current assets | 118 | 534 | 102 | |||
Total assets | 201,636 | 156,774 | 10,105 | |||
Current liabilities: | ||||||
Accounts payable | 5,954 | 7,158 | 1,647 | |||
Notes payable to sellers | 12,874 | 1,827 | ||||
Short-term debt, including current portion of long-term debt | 1,230 | 1,074 | 208 | |||
Accrued expenses | 17,234 | 7,462 | 43 | |||
Deferred revenue | 15,225 | 15,665 | 6,316 | |||
Other current liabilities | 1,049 | 378 | 395 | |||
Total current liabilities | 53,566 | 33,564 | 8,610 | |||
Long-term debt | 116,724 | 76,642 | 3,096 | |||
Deferred tax liabilities | 13,795 | 7,367 | ||||
Non-current deferred revenue | 1,398 | |||||
Other non-current liabilities | 6 | 1,183 | ||||
Total liabilities | 184,085 | 117,579 | 14,286 | |||
Commitments and contingencies (Note M) | ||||||
Preferred Stock - $0.0001 par value per share, 526,587 shares authorized, issued, and outstanding at December 31, 2019 (Predecessor) (liquidation preference of $9,015) | 9,015 | |||||
Equity: | ||||||
Additional paid-in capital | 55,173 | 53,063 | 10 | |||
Accumulated deficit | (37,949) | (14,374) | (13,198) | |||
Accumulated other comprehensive income | 327 | 506 | (8) | |||
Members' equity | 17,551 | 39,195 | $ (13,530) | $ 0 | (4,181) | $ (3,104) |
Total liabilities and members' equity | $ 201,636 | 156,774 | 10,105 | |||
Class F Common Stock | ||||||
Equity: | ||||||
Common Stock | 0 | 0 | ||||
Common Stock | ||||||
Equity: | ||||||
Common Stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||
Revenues | $ 5,171 | $ 63,846 | $ 16,651 | $ 16,651 | $ 40,785 | $ 19,013 |
Cost of sales | 3,481 | 47,755 | 12,623 | 32,676 | 15,019 | |
Gross margin | 1,690 | 16,091 | 4,028 | 8,109 | 3,994 | |
Operating expenses: | ||||||
Selling, general and administrative | 1,941 | 23,399 | 5,260 | 13,103 | 6,320 | |
Contingent earnout expense | 11,114 | |||||
Transaction expense | 5,459 | 2,419 | 9,944 | |||
Research and development | 528 | 1,954 | 387 | 2,008 | 890 | |
Operating loss | (6,238) | (22,795) | (1,619) | (16,946) | (3,216) | |
Interest income | (1) | (7) | (2) | (27) | ||
Interest expense | 3,192 | 83 | 1,074 | 134 | ||
Other (income) expense, net | 12 | (23) | (23) | (15) | (24) | |
Loss before income taxes | (6,250) | (25,963) | (1,718) | (18,033) | (3,347) | |
Income tax benefit | (1,278) | (2,388) | (384) | (3,659) | 10 | |
Net loss | $ (4,972) | $ (23,575) | (1,334) | $ (14,374) | (3,357) | |
Basic net loss per Unit | $ (144) | |||||
Diluted net loss per Unit | (144) | |||||
Basic and diluted net loss per Unit | $ (50) | $ (236) | $ (144) | |||
Weighted-average Units outstanding: | ||||||
Diluted | 100 | |||||
Basic and diluted | 100 | 100 | 100 | |||
Comprehensive (loss) income: | ||||||
Net loss | $ (4,972) | $ (23,575) | (1,334) | $ (14,374) | (3,357) | |
Foreign currency translation (loss) gain, net of tax | 38 | (179) | 2 | 506 | (8) | |
Total other comprehensive (loss) income, net of tax | 38 | (179) | 2 | 506 | (8) | |
Total comprehensive loss | $ (4,934) | $ (23,754) | $ (1,332) | $ (13,868) | $ (3,365) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common StockPredecessor | Common Stock | UnitsSuccessor | Additional Paid-in CapitalPredecessor | Additional Paid-in Capital | Accumulated DeficitPredecessor | Accumulated DeficitSuccessor | Accumulated Deficit | Accumulated Other Comprehensive LossPredecessor | Accumulated Other Comprehensive LossSuccessor | Accumulated Other Comprehensive Loss | Total Members Equity (Deficit)Predecessor | Total Members Equity (Deficit)Successor | PredecessorClass F Common Stock | Class F Common Stock | Total |
As of beginning at Dec. 31, 2018 | $ 519 | $ (3,623) | $ (3,104) | |||||||||||||
As of beginning (par value) at Dec. 31, 2018 | $ 0.0001 | $ 0.0001 | ||||||||||||||
As of beginning (in shares) at Dec. 31, 2018 | 3,628,585 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock upon exercise of equity-based compensation awards | 62,389 | |||||||||||||||
Equity-based compensation expense | 2,288 | 2,888 | ||||||||||||||
Recaptalization | 2,797 | 6,218 | 9,015 | |||||||||||||
Recapitalization, including transfer to temporary equity (in shares) | (1,289,093) | 1,316,467 | ||||||||||||||
Foreign currency translation, net of tax | $ (8) | (8) | ||||||||||||||
Net loss | (3,357) | (3,357) | ||||||||||||||
As of ending at Dec. 31, 2019 | $ 10 | 10 | $ (13,198) | (13,198) | $ (8) | (8) | $ (13,196) | (4,181) | ||||||||
As of ending (par value) at Dec. 31, 2019 | $ 0.0001 | $ 0.0001 | ||||||||||||||
As of ending (in shares) at Dec. 31, 2019 | 2,401,881 | 2,401,881 | 1,316,467 | 1,316,467 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Equity-based compensation expense | 998 | 998 | ||||||||||||||
Recaptalization | 9,015 | |||||||||||||||
Foreign currency translation, net of tax | 2 | 2 | ||||||||||||||
Net loss | (1,334) | (1,334) | ||||||||||||||
As of ending at Jun. 30, 2020 | $ 45,070 | 1,008 | (14,532) | $ (4,972) | (6) | $ 38 | (13,530) | $ (40,136) | ||||||||
As of ending (in shares) at Jun. 30, 2020 | 2,401,881 | 100 | 1,316,467 | |||||||||||||
As of beginning at Dec. 31, 2019 | 10 | 10 | (13,198) | (13,198) | (8) | (8) | (13,196) | (4,181) | ||||||||
As of beginning (par value) at Dec. 31, 2019 | $ 0.0001 | $ 0.0001 | ||||||||||||||
As of beginning (in shares) at Dec. 31, 2019 | 2,401,881 | 2,401,881 | 1,316,467 | 1,316,467 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Equity-based compensation expense | 998 | 998 | ||||||||||||||
Foreign currency translation, net of tax | 2 | 2 | ||||||||||||||
Net loss | (1,334) | (1,334) | ||||||||||||||
As of ending at Jun. 21, 2020 | $ 1,008 | (14,532) | (6) | (13,530) | ||||||||||||
As of ending (in shares) at Jun. 21, 2020 | 2,401,881 | 1,316,467 | ||||||||||||||
As of beginning at Feb. 09, 2020 | 0 | 0 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Parent's contributions | $ 45,070 | 45,070 | ||||||||||||||
Parent's contributions (in shares) | 100 | |||||||||||||||
Foreign currency translation, net of tax | 38 | 38 | 38 | |||||||||||||
Net loss | (4,972) | (4,972) | (4,972) | |||||||||||||
As of ending at Jun. 30, 2020 | $ 45,070 | $ 1,008 | $ (14,532) | (4,972) | $ (6) | 38 | $ (13,530) | (40,136) | ||||||||
As of ending (in shares) at Jun. 30, 2020 | 2,401,881 | 100 | 1,316,467 | |||||||||||||
As of beginning at Feb. 09, 2020 | 0 | 0 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Parent's contributions | $ 47,082 | |||||||||||||||
Parent's contributions (in shares) | 100 | |||||||||||||||
Parent contributions for acquisitions | $ 5,981 | |||||||||||||||
Foreign currency translation, net of tax | 506 | 506 | ||||||||||||||
Net loss | (14,374) | (14,374) | ||||||||||||||
As of ending at Dec. 31, 2020 | $ 53,063 | (14,374) | (14,374) | 506 | 506 | 39,195 | 39,195 | |||||||||
As of ending (in shares) at Dec. 31, 2020 | 100 | |||||||||||||||
As of ending at Dec. 31, 2020 | $ 53,063 | (14,374) | (14,374) | 506 | 506 | 39,195 | 39,195 | |||||||||
As of ending (in shares) at Dec. 31, 2020 | 100 | |||||||||||||||
As of beginning at Dec. 31, 2020 | $ 53,063 | (14,374) | $ (14,374) | 506 | $ 506 | 39,195 | 39,195 | |||||||||
As of beginning (in shares) at Dec. 31, 2020 | 100 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Parent's contributions | $ 2,110 | 2,110 | ||||||||||||||
Foreign currency translation, net of tax | (179) | (179) | (179) | |||||||||||||
Net loss | (23,575) | (23,575) | (23,575) | |||||||||||||
As of ending at Jun. 30, 2021 | $ 55,173 | (37,949) | 327 | 17,551 | 17,551 | |||||||||||
As of ending (in shares) at Jun. 30, 2021 | 100 | |||||||||||||||
As of ending at Jun. 30, 2021 | $ 55,173 | $ (37,949) | $ 327 | $ 17,551 | $ 17,551 | |||||||||||
As of ending (in shares) at Jun. 30, 2021 | 100 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (4,972) | $ (23,575) | $ (1,334) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization expense | 420 | 4,889 | 59 |
Amortization of debt issuance costs and discount | 132 | 134 | |
Loss on disposal of property and equipment | 227 | ||
Contingent earnout expense | 11,114 | ||
Equity based compensation expense | 997 | ||
Income tax benefits | (1,278) | (2,476) | |
Other | 65 | ||
Changes in assets and liabilities: | |||
Accounts receivable | 467 | (3,361) | (548) |
Contract assets | 254 | (3,535) | (433) |
Inventory | 23 | (104) | (30) |
Prepaid expenses and other assets | 330 | (3,446) | (354) |
Accounts payable and accrued expenses | 853 | 5,916 | 4,647 |
Deferred revenue | (594) | (4,289) | 64 |
Other liabilities | (3,294) | (1,413) | (40) |
Net cash (used in) provided by operating activities | (7,564) | (20,083) | 3,162 |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | (63,983) | (38,735) | |
Purchases of property, plant and equipment | (59) | (1,324) | (250) |
Settlement of related party receivable | 4,874 | ||
Net cash used in investing activities | (64,042) | (35,185) | (250) |
Cash flows from financing activities: | |||
Repayments of term loans | (5,194) | (102) | |
Payment of term loan fees to third parties | (62) | ||
Proceeds from term loans | 45,350 | 45,970 | 1,463 |
Parent's contribution | 41,154 | ||
Net cash provided by financing activities | 86,504 | 40,714 | 1,361 |
Effect of foreign currency rate changes on cash and cash equivalents | 2 | (132) | (6) |
Net (decrease) increase in cash and cash equivalents | 14,900 | (14,686) | 4,267 |
Cash and cash equivalents at beginning of period | 22,076 | 9,292 | |
Cash and cash equivalents at end of period | 14,900 | 7,390 | 13,559 |
Cash paid during the period for: | |||
Interest | 1,694 | 2,892 | 70 |
Income taxes | $ 41 | ||
Non-cash investing activity | |||
Parent's contribution for acquisition of businesses | (3,616) | (2,110) | |
Purchase of intangible assets settled by Parent | $ (300) | ||
Property, plant and equipment expenditures included in accounts payable or accrued liabilities | $ 154 |
Description of the Business_2
Description of the Business | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Description of the Business | ||
Description of the Business | Note A — Description of the Business AE Industrial Partners Fund II, LP (“AEI”), a private equity firm specializing in aerospace, defense, and government services, formed a series of acquisition vehicles on February 10, 2020, which included Cosmos Parent, LLC, Cosmos Intermediate, LLC, Cosmos Finance, LLC and Cosmos Acquisition, LLC, with Cosmos Parent, LLC being the top holding company. Cosmos Parent, LLC owned 100% of the equity in Cosmos Intermediate, LLC; Cosmos Intermediate, LLC owned 100% of the equity in Cosmos Finance, LLC; Cosmos Finance, LLC owned 100% of the equity in Cosmos Acquisition, LLC. Upon the formation of these acquisition vehicles, Cosmos Intermediate, LLC (“Successor”) effected a number of acquisitions through its wholly owned subsidiary, Cosmos Acquisition, LLC. These acquisitions included Adcole Space, LLC (“Adcole”), Deep Space Systems, Inc. (“DSS”), In Space Group, Inc. and its subsidiaries (collectively “MIS” or “Predecessor”), Roccor, LLC (“Roccor”), and LoadPath, LLC (“LoadPath”) as of December 31, 2020. The Successor is a wholly owned subsidiary of Redwire, LLC (“Parent”). The Predecessor, which is comprised of MIS before its acquisition date, and the Successor, including Adcole, DSS, MIS, Roccor, LoadPath, Oakman, and DPSS, after the acquisition of each, respectively, are collectively referred to as “the Company.” The Company develops and manufactures a wide array of space infrastructure solutions and provides advanced engineering, modeling and simulation services to enable future space missions. Many of these products and services have been enabling space missions since the 1960s and have been flight-proven on over 150 satellite missions, including high-priority missions such as the GPS constellation, New Horizons and Perseverance. The Company also is a provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization During the six month period ended June 30, 2021, the following acquisitions were completed: ● On January 15, 2021, the Company acquired Oakman Aerospace, Inc. (“Oakman”), which was established in 2012. Oakman specializes in the development of modular open system architecture, rapid spacecraft design and development, and custom missions, payloads, and applications. Oakman’s proprietary digital engineering modular, open systems software environment, ACORN, enables the next generation of digitally engineered spacecraft that optimizes the balance between cost and tailoring capability in spacecraft design and development. ● On February 17, 2021, the Company acquired Deployable Space Systems, Inc. (“DPSS”), which was established in 2008. DPSS’ mission is to develop new and enabling deployable technologies for space applications, transition emerging technologies to industry for infusion into future Department of Defense (“DoD”), NASA, and/or commercial programs and design, analyze, build, test and deliver on-time the deployable solar arrays, deployable structures and space system products. DPSS has developed a one of a kind, patented roll out solar array (“ROSA”) technology which is a new and innovative mission-enabling rolled flexible blanket solar array system that offers greatly improved performance over state-of-the-art rigid panel solar arrays. | Note A – Description of the Business AE Industrial Partners Fund II, LP (“AE”), a private equity firm specializing in aerospace, defense, and government services, formed a series of acquisition vehicles on February 10, 2020, which included Cosmos Parent, LLC, Cosmos Intermediate, LLC, Cosmos Finance, LLC and Cosmos Acquisition, LLC, with Cosmos Parent, LLC being the top holding company. Cosmos Parent, LLC owned 100% of the equity in Cosmos Intermediate, LLC; Cosmos Intermediate, LLC owned 100% of the equity in Cosmos Finance, LLC; Cosmos Finance, LLC owned 100% of the equity in Cosmos Acquisition, LLC. Upon the formation of these acquisition vehicles, Cosmos Intermediate, LLC (“Successor”) effected a number of acquisitions through its wholly owned subsidiary, Cosmos Acquisition, LLC. ● On March 2, 2020, Cosmos Acquisition, LLC acquired a business unit of Adcole Corporation, Adcole Space, LLC (“Adcole”). Adcole was established in 1957 and has been at the forefront of space exploration since its beginning, providing satellite components that are integral to the mission success of hundreds of low-earth orbit (“LEO”), geosynchronous (“GEO”) and interplanetary spacecraft. The company’s core capabilities include the design and manufacture of mission-critical, high reliability optical sensors for satellites providing guidance, navigation, situational awareness, and control capabilities. Key products include sun sensors, star trackers, and star cameras. ● On June 1, 2020, Cosmos Acquisition, LLC acquired Deep Space Systems, Inc. (“DSS”). DSS was established in 2001 and provides systems engineering solutions that support the design, development, integration, testing, and operations of science and exploration spacecraft. DSS provides critical systems engineering support to next generation space exploration programs such as Dream Chaser and Orion, and is a prime contractor on the National Aeronautics and Space Administration (“NASA”)’s highly competitive Commercial Lunar Payload Services (“CLPS”) contract. ● On June 22, 2020, Cosmos Acquisition, LLC acquired In Space Group, Inc. and its subsidiaries (collectively “MIS” or “Predecessor”). MIS was established in 2010. MIS is the industry leader for space manufacturing technologies, delivering next-generation capabilities in orbit to support exploration objectives and national security priorities. As the first commercial company to additively manufacture in space, MIS’s vision is to sustainably develop off-Earth manufacturing capabilities to enable the future of space exploration. With a focus on industrializing the space environment, MIS specializes in on-orbit manufacturing, space-enabled materials development, and exploration manufacturing technology. ● On June 22, 2020, the name of Cosmos Parent, LLC was changed to Redwire, LLC. ● On October 28, 2020 Cosmos Acquisition, LLC acquired Roccor, LLC (“Roccor”). Roccor was established in 2012. Roccor specializes in deployable structure systems, thermal management systems, and advanced manufacturing in the aerospace industry. Roccor develops a variety of products including solar arrays, antennas, and thermal management solutions. Roccor was selected by NASA to develop a first of a kind deployable structure for a nearly 18,000 square foot solar sail. ● On December 11, 2020 Cosmos Acquisition, LLC acquired LoadPath, LLC (“LoadPath”). LoadPath was established in 2009. LoadPath specializes in the development and delivery of aerospace structures, mechanisms, and thermal control solutions. The company performs design, analysis, testing, and fabrication to advanced technologies through the complete concept-to-flight development cycle. Specific product and services include multiple payload adapters, deployable structures and booms, thermal management technology, spacecraft mechanisms, CubeSat components and launch accommodations, Veritrek, ground support equipment, and testing services. The Successor is a wholly owned subsidiary of Redwire, LLC (“Parent”). The Predecessor comprised of MIS before its acquisition date, and the Successor, including Adcole, DSS, MIS, Roccor, and LoadPath, after the acquisition date of each, are collectively “the Company.” The Company develops and manufactures a wide array of space infrastructure solutions and provides advanced engineering, modeling and simulation services to enable future space missions. Some of these products and services have been enabling space missions since the 1960s and have been flight-proven on over 150 satellite missions, including high-priority missions such as the GPS constellation, New Horizons and Perseverance. The Company is also a leading provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization. |
Summary of Significant Accou_17
Summary of Significant Accounting Policies | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) | Note B – Summary of Significant Accounting Policies Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. 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, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Contingent consideration is 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 period using Level 3 unobservable inputs (Level 3). Any changes in the fair value of these contingent consideration payments are included in operating income in the consolidated statements of operations. Revenue Recognition Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers 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 under the guidance of ASC 606 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 within the context to which the transaction price is assigned and for which revenue is recognized over time. Once the Company identifies the performance obligations, the Company 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. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. 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. 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 fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material (“T&M”) contracts. 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: 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 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 over time 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. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component; the Company expects, at contract inception, 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 Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s consolidated balance sheets were $4,172 thousand as of December 31, 2020 (Successor), compared to $232 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract asset balances related to MIS only. Contract liability balances included in deferred revenue on the Company’s consolidated balance sheets were $15,665 thousand as of the December 31, 2020 (Successor), compared to $6,316 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract liability balances related to MIS only. Revenue recognized in the Successor 2020 and the Predecessor 2020 Period that was included in the contract liability balance as of December 31, 2019 (Predecessor) was $1,792 thousand and $4,551 thousand, respectively. Remaining Performance Obligations 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 those contracts accounted for under the “right to invoice” practical expedient. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $122,019 thousand. The Company expects to recognize approximately 60% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. Inventory 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 included in cost of sales in the consolidated statements of operations. Segment Information 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. Goodwill and Indefinite-Lived Assets 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 (see Note G). 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 the fair value of a reporting unit does not exceed its carrying value, the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. Long-Lived Assets The Company regularly evaluates its property, plant and equipment and intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment ASC 350, Intangibles—Goodwill and Other expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. Property, Plant and Equipment 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 are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under capital leases. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Property, plant and equipment life in years Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term 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 the results of operations. Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations (see Note C) and consist of identifiable finite-lived intangible assets, including technology, trademarks, and customer relationships. These 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 asset are consumed. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Research and Development Costs 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. Advertising Costs All advertising, promotional and marketing costs are expensed when incurred. During the Successor 2020 Period, Predecessor 2020 Period and Predecessor 2019 Period, advertising costs were $147 thousand, $86 thousand, and $155 thousand, respectively, and are including in Selling, general and administrative within the consolidated statements of operations. Equity-based Compensation The Company has a written compensatory benefit plan to provide incentives to existing or new employees, officers, managers, directors, and other service providers of the Company. Equity-based compensation cost is measured at the grant date based on the fair value of the award, which is calculated using the Black-Scholes Option Pricing Model (“OPM”). The vesting of the incentives is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation cost is deferred until the performance conditions are met. Once the performance conditions are met, unrecognized compensation cost is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation cost is recognized regardless of market conditions being met. Forfeitures are recognized in the period they occur. Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share Foreign Currency The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. The accounts of foreign subsidiaries are translated using exchange rates in effect at the end of the reporting period for assets and liabilities on the consolidated balance sheets and at average exchange rates during the reporting period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI”) includes foreign currency translation adjustments.The components of AOCI included $506 thousand, $1 thousand, $(8) thousand of foreign currency translation adjustments for the Successor 2020 Period, the Predecessor 2020 Period and the Predecessor 2019 Period, respectively. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and cash flows will be generally consistent with the current guidance. The new lease guidance will be effective for the year ending December 31, 2022 and will be applied using a modified retrospective transition method to either the beginning of the earliest period presented or the beginning of the year of adoption. The Company is currently evaluating the impact of adopting the new standard. The adoption of this standard will require the recognition of a right of use asset and liability on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Business Combinations_2
Business Combinations | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combinations | ||
Business Combinations | Note C — Business Combinations Adcole Acquisition On March 2, 2020, the Successor acquired 100% of the equity interest of Adcole in exchange for cash. The acquisition supports the Company’s growth in its offering of space structures. The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 The following table summarizes the intangible assets acquired by class: March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 The fair value of the acquired trademark and technology 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 was estimated using the replacement cost 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. The results of operations of the acquired businesses for the period from March 2, 2020 to June 30, 2020 have been included in the results of operations for the Successor Q2 2020 Period; the post-acquisition revenues and net loss included in the Successor Q2 2020 Period were $3,373 thousand and ($279) thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor Q2 2020 Period were $2,055 thousand. DSS Acquisition On June 1, 2020, the Successor acquired 100% of the equity interest of DSS in exchange for cash and 1,000,000 units of the Successor’s Parent’s equity (“Parent Units”). The acquisition supports the Company’s growth in its offering of engineering solutions. The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. 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 $ 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 $ 3,081 Fair value of net identifiable assets acquired 1,041 Goodwill $ 3,899 The following table summarizes the intangible assets acquired by class: June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 The fair value of the acquired trademark was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 1, 2020 to June 30, 2020 have been included in the results of operations for the Successor Q2 2020 Period; the post-acquisition revenues and net loss included in the Successor Q2 2020 Period were $808 thousand and ($27) thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor Q2 2020 Period were $434 thousand. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $85 thousand, decreasing the balance to $3,899 thousand. Refer to Footnote H — Goodwill for further discussion. MIS Acquisition On June 22, 2020, the Successor acquired 100% of the equity interest of MIS in exchange for cash and 2,615,726 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of MIS has a contingent earnout payment from the Company upon the achievement of certain revenue milestones over the year ended December 31, 2020. The earnout amount is computed at $1.50 for every $1.00 of MIS revenue, as defined in the purchase agreement, in excess of $40,000 thousand for the year ended December 31, 2020, and the contingent earnout shall not exceed $15,000 thousand or be less than $0. The Company executed a settlement agreement on August 20, 2021 with the sellers. Per the settlement agreement, the Company agreed to issue 1,354,088 Class A units of the Parent and pay $1,552 thousand in cash. The fair value of the Class A units as of June 30, 2021 is $9,939 thousand. The fair value is arrived at using the following assumptions: MIS Black-Scholes Option Pricing Model Assumptions Risk-free interest rate 0.05 % Revenue volatility 51.7 % The total fair value of the contingent earnout payment as of June 30, 2021, including the equity component is $11,491 thousand. The change in the fair value of the earnout payment, $10,889 thousand, is reflected in contingent earnout expense on the condensed consolidated statement of operations for the Successor 2021 Period as the adjustment in fair value occurred subsequent to the MIS measurement period. The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. 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 $ 51,448 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,585 Goodwill $ 14,808 The following table summarizes the intangible assets acquired by class: June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 22, 2020 to June 30, 2020 have been included in the results of operations for the Successor Q2 2020 Period; the post-acquisition revenues and net income included in the Successor Q2 2020 Period were $990 thousand and $793 thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor Q2 2020 Period were $4,132 thousand. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $512 thousand, decreasing the balance to $14,808 thousand. Refer to Footnote H — Goodwill for further discussion. Roccor Acquisition On October 28, 2020, the Successor acquired 100% of the equity interest of Roccor in exchange for cash and 1,564,531 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of Roccor awarded such sellers with a contingent right to an earnout payment from the Company upon the achievement of certain revenue milestones for the year ended December 31, 2021. The earnout amount would be based on one of the following: (i) $0 if Roccor revenue for the year ended December 31, 2021 is less than $30,000 thousand, (ii) $1,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $30,000 thousand but less than $40,000 thousand, (iii) $2,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $40,000 thousand. The fair value of the Roccor contingent earnout was estimated using the Black-Scholes OPM; the fair value of the Roccor contingent earnout was $550 thousand as of the acquisition date. The assumptions used in the Black-Scholes OPM were as follows: 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 % During the Successor 2021 Period, the revenue based earnout of $225 thousand was recorded in contingent earnout expense on the condensed consolidated statement of operations. The purchase agreement also stipulated that certain funds in the amount of $466 thousand were to be held in escrow (the “PBR Escrow”), subject to a variance (the “PBR Variance”), for the benefit of the sellers. The PBR Variance was defined as the excess revenue recorded by Roccor for the year ended December 31, 2020, based on the difference between Roccor’s forecasted revenues and Roccor’s actual revenues for the eight months ended August 31, 2020. Upon determination of the PBR Variance, an amount equal to (i) the PBR Escrow less (ii) the PBR Variance will be disbursed to the sellers of Roccor; any remaining PBR Escrow funds will be disbursed to the Company. Since the transfer of the PBR Escrow funds is contingent upon the PBR Variance, the Company’s obligation to deliver the PBR Escrow funds net of PBR Variance was determined to be a contingent consideration. The fair value of the PBR Variance was determined to be $359 thousand as of the acquisition date, therefore contingent consideration related to PBR Escrow was determined to be $107 thousand. PBR Escrow amount of $107 thousand was paid to sellers of Roccor in March 2021. 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. October 28, 2020 Cash paid $ 14,999 Equity issued 1,565 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,041 The following table summarizes the intangible assets acquired by class: October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $684 thousand, decreasing the balance to $6,041 thousand. Refer to Footnote H — Goodwill for further discussion. LoadPath Acquisition On December 11, 2020, the Successor acquired 100% of the equity interest of LoadPath in exchange for cash and 800,000 Parent Units. The acquisition supports the Company’s growth in its offering of engineering solutions. 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. December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 The following table summarizes the intangible assets acquired by class: December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. Oakman Acquisition On January 15, 2021, the Successor acquired 100% of the equity interest of Oakman for cash and 1,000,000 Parent Units. The acquisition supports the Company’s growth in its offering of engineering solutions. 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. January 15, 2021 Cash paid $ 12,142 Equity issued 2,110 Purchase consideration $ 14,252 Assets: Accounts receivable $ 1,279 Contract assets 121 Inventory 40 Prepaid expenses and other current assets 50 Property, plant and equipment 493 Intangible assets 10,600 $ 12,583 Liabilities: Accounts payable $ 46 Accrued expenses 2,022 Deferred revenue 253 Other current liabilities 45 Deferred tax liabilities 2,831 $ 5,197 Fair value of net identifiable assets acquired 7,386 Goodwill $ 6,866 The following table summarizes the intangible assets acquired by class: January 15, 2021 Trademark $ 100 Technology 5,600 Customer relationships 4,900 Total intangible assets $ 10,600 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings 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 not deductible. The results of operations of the acquired businesses for the period from January 15, 2021 to June 30, 2021 have been included in the results of operations for the Successor 2021 Period; the post-acquisition revenues and net loss included in the period were $2,688 thousand and ($564) thousand, respectively. The acquisition-related costs included in transaction expenses in the condensed consolidated statement of operations for the Successor 2021 Period were $657 thousand. DPSS Acquisition On February 17, 2021, the Successor acquired 100% of the equity interest of DPSS in exchange for cash. The acquisition supports the Company’s growth in its offering of deployable technology. 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. February 17, 2021 Cash paid $ 27,305 Purchase consideration $ 27,305 Assets: Cash $ 711 Accounts receivable 1,270 Contract assets 1,534 Inventory 3 Prepaid expenses and other current assets 53 Property, plant and equipment 734 Intangible assets 24,160 Other non-current assets 48 $ 28,513 Liabilities: Accounts payable $ 1,186 Accrued expenses 1,282 Deferred revenue 3,830 Deferred tax liabilities 6,058 $ 12,356 Fair value of net identifiable assets acquired 16,157 Goodwill $ 11,148 The following table summarizes the intangible assets acquired by class: February 17, 2021 Trademark $ 160 Technology 11,900 Customer relationships 12,100 Total intangible assets $ 24,160 The amounts above represent the current preliminary fair value estimates but the measurement period is still open and subject to further adjustments as additional information becomes available and as additional analyses and final allocations are completed. The fair value of the acquired trademark was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $244 thousand, increasing the balance to $11,148 thousand. The change primarily related to the settlement of net working capital adjustments. Refer to Footnote H — Goodwill for further discussion. The results of operations of the acquired businesses for the period from February 17, 2021 to June 30, 2021 have been included in the results of operations for the Successor 2021 Period; the post-acquisition revenues and net loss included in the Successor 2021 Period were $10,888 thousand and ($294) thousand, respectively. The acquisition-related costs, which are included in transaction expenses in the condensed consolidated statement of operations for the Successor 2021 Period were $1,566 thousand. Pro Forma Financial Data (Unaudited) The following table presents the pro forma combined results of operations for the business combinations for the six month periods ended June 30, 2021 and 2020 as though the acquisitions of Adcole, DSS, MIS, Roccor, and LoadPath (the “2020 business combinations”) had been completed as of January 1, 2019, and the acquisitions of Oakman and DPSS (the “2021 business combinations”) had been completed as of January 1, 2020. The pro forma six month period ended June 30, 2021 includes the pre-acquisition 2021 period, and Successor 2021 period for all entities. The pro forma six month period ended June 30, 2020 includes the Predecessor 2020 Period, the Successor Q2 2020 Period, and the pre-acquisition period for all business combinations. Pro forma for the six month period ended June 30, 2021 June 30, 2020 Revenues $ 68,153 $ 57,290 Net (loss) income (22,066) (3,908) 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 2021 business combinations had taken place as of January 1, 2020 and the 2020 business combinations had taken place as of January 1, 2019, 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 have been realized had the business combination occurred as of the date indicated or that may be achieved in the future. During the Successor 2021 Period, the Company incurred $2,419 thousand of acquisition related costs attributable to the business combinations, included in the Successor 2021 Period transaction expenses on the condensed consolidated statement of operations. These expenses are reflected in the pro forma earnings for the six month period ended June 30, 2020, in the table above. | Note C – Business Combinations Adcole Acquisition On March 2, 2020, the Successor acquired 100% of the equity interest of Adcole for cash. The acquisition supports the Company’s growth in its offering of space structures. 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. March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 The following table summarizes the intangible assets acquired by class: March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 The fair value of the acquired trademark and technology 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 was estimated using the replacement cost 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. The results of operations of the acquired businesses for the period from March 2, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $8,096 thousand and ($1,878) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $2,055 thousand. DSS Acquisition On June 1, 2020, the Successor acquired 100% of the equity interest of DSS for cash and 1,000,000 units of the Successor’s Parent’s equity (“Parent Units”). The acquisition supports the Company’s growth in its offering of engineering solutions. 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. 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 $ 4,122 Liabilities: Accounts payable $ 284 Deferred revenue 188 Current Portion of long-term debt 353 Other current liabilities 1,178 Long-term debt 705 Deferred tax liabilities 458 $ 3,166 Fair value of net identifiable assets acquired 956 Goodwill $ 3,984 The following table summarizes the intangible assets acquired by class: June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 1, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $5,381 thousand and ($1,707) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $434 thousand. MIS Acquisition On June 22, 2020, the Successor acquired 100% of the equity interest of MIS for cash and 2,615,726 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of MIS awarded them a contingent right to an earnout payment from the Company upon the achievement of certain revenue milestones over the year ended December 31, 2020. The earnout amount would be computed as $1.50 for every $1.00 of MIS revenue, as defined in the purchase agreement with the sellers of MIS, in excess of $40,000 thousand for the year ended December 31, 2020; the contingent earnout shall not exceed $15,000 thousand or be less than $0. The fair value of the MIS contingent earnout was estimated using the Black-Scholes OPM. The assumptions used in the Black-Scholes OPM were as follows: MIS Black-Scholes OPM Assumptions Risk-free interest rate 0.2 % Revenue discount rate 6.5 % Revenue volatility 30.0 % Earnout payment discount rate 5.9 % 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. June 22, 2020 Cash paid $ 42,177 Equity issued 2,616 Contingent consideration 600 Purchase consideration $ 45,393 Assets: Cash $ 13,559 Accounts receivable 585 Contract assets 665 Property, plant and equipment 451 Intangible assets 35,000 Other non-current assets 676 $ 50,936 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,073 Goodwill $ 15,320 The following table summarizes the intangible assets acquired by class: June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from June 22, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $22,061 thousand and $(1,186) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $4,132 thousand. Roccor Acquisition On October 28, 2020, the Company acquired 100% of the equity interest of Roccor for cash and 1,564,531 Parent Units. The acquisition supports the Company’s growth in its offering of space structures. The purchase agreement with the sellers of Roccor awarded them a contingent right to an earnout payment from the Company upon the achievement of certain revenue milestones for the year ended December 31, 2021. The earnout amount would be based on one of the following: (i) $0 if Roccor revenue for the year ended December 31, 2021 is less than $30,000 thousand, (ii) $1,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $30,000 thousand but less than $40,000 thousand, (iii) $2,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $40,000 thousand. The fair value of the Roccor contingent earnout was estimated using the Black-Scholes OPM; the fair value of the Roccor contingent earnout was $550 thousand as of the acquisition date. The assumptions used in the Black-Scholes OPM were as follows: Roccor Risk-free interest rate 0.1 % Revenue discount rate 7.0 % Revenue volatility 30.0 % Earnout payment discount rate 4.0 % The purchase agreement with the sellers of Roccor also stipulated that certain funds in the amount of $466 thousand were to be held in escrow (the “PBR Escrow”), subject to a variance (the “PBR Variance”), for the benefit of the sellers. The PBR Variance was defined as the excess revenue recorded by Roccor for the year ended December 31, 2020, based on the difference between Roccor’s forecasted revenues and Roccor’s actual revenues for the eight months ended August 31, 2020. Upon determination of the PBR Variance, an amount equal to (i) the PBR Escrow less (ii) the PBR Variance will be disbursed to the sellers of Roccor; any remaining PBR Escrow funds will be disbursed to the Company. Since the transfer of the PBR Escrow funds is contingent upon the PBR Variance, the Company’s obligation to deliver the PBR Escrow funds net of PBR Variance was determined to be a contingent consideration. The fair value of the PBR Variance was determined to be $359 thousand as of the acquisition date, therefore contingent consideration related to PBR Escrow was determined to be $107 thousand. PBR Escrow amount of $107 thousand was paid to sellers of Roccor in March 2021. 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. October 28, 2020 Cash paid $ 15,683 Equity issued 1,565 Contingent consideration 657 Purchase consideration $ 17,905 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,725 The following table summarizes the intangible assets acquired by class: October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from October 28, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net income included in the Successor 2020 Period were $5,003 thousand and $338 thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $1,838 thousand. LoadPath Acquisition On December 11, 2020, the Successor acquired 100% of the equity interest of LoadPath for cash and 800,000 Parent Units. The acquisition supports the Company’s growth in its offering of engineering solutions. 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. December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 The following table summarizes the intangible assets acquired by class: December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 The amounts above represent the current preliminary fair value estimates but the measurement period is still open. The fair value of the acquired trademark and technology was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of the acquired businesses for the period from December 11, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $245 thousand and $(32) thousand, respectively. The acquisition-related costs included in transaction expenses in the consolidated statement of operations for the Successor 2020 Period were $1,485 thousand. Pro Forma Financial Data (Unaudited) The following table presents the pro forma combined results of operations for the business combinations for the years ended December 31, 2020 and December 31, 2019 as though the acquisitions had been completed as of January 1, 2019. The year ended December 31, 2020 includes the pre-acquisition 2020 period, the Predecessor 2020 Period, and the Successor 2020 Period. The year ended December 31, 2019 includes the pre-acquisition 2019 period and the Predecessor 2019 Period. Pro forma for the year ended December 31, December 31, 2020 2019 Net revenues $ 84,770 $ 56,129 Net loss $ (9,131) $ (12,978) The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if all the business combinations had taken place as of January 1, 2019, 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 have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future. Transaction expenses of $9,944 incurred in the Successor 2020 period are reflected in the pro forma net loss for the year ended December 31, 2019. |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value of Financial Instruments | ||
Fair Value of Financial Instruments | Note D — Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable, salaries and benefits payable, accrued interest, and other accrued expenses and current liabilities are reflected on the condensed consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. As of June 30, 2021, the fair value of the Company’s debt approximates its carrying value and is classified as a Level 2 fair value in the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. Contingent consideration consists of estimated future payments related to the Successor’s acquisitions of MIS and Roccor. As certain inputs are not observable in the market, contingent consideration payments are classified as Level 3 instruments and included in notes payable to seller on the Successor’s condensed consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes OPM used to determine the fair value of contingent consideration would result in a significantly lower or higher fair value measurement. The Company adjusts the previous fair value estimate of contingent consideration at each reporting period while considering changes in forecasted financial performance and overall change in risk based on the period of time elapsed. Financial liabilities measured at fair value on a recurring basis are as follows: Successor June 30, 2021 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 12,266 12,266 The changes in the fair value of contingent consideration are as follows: Level 3 December 31, 2020 $ 1,257 Additions 227 Changes in fair value 10,889 Settlements (107) June 30, 2021 $ 12,266 See Note C — MIS Acquisition for a detailed discussion of the changes in fair value during the Successor 2021 Period. | Note D – Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable, salaries and benefits payable, accrued interest, and other accrued expenses and current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. As of December 31, 2019 (Predecessor), the Predecessor held a $126 thousand certificate of deposit that was not carried at fair value on the consolidated balance sheets because it was classified as a held-to-maturity security. As of December 31, 2020 (Successor), the Company had no securities it was holding to maturity. As of December 31, 2020 (Successor), the fair value of the Successor’s debt approximates its carrying value and is classified as a Level 2 fair value in the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. Contingent consideration consists of estimated future payments related to the Successor’s acquisitions of MIS and Roccor. As certain inputs are not observable in the market, contingent consideration payments are classified as Level 3 instruments and included in note payable to seller on the Successor’s consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes OPM used to determine the fair value of contingent consideration would result in a significantly lower or higher fair value measurement. The Company adjusts the previous fair value estimate of contingent consideration at each reporting period while considering changes in forecasted financial performance and overall change in risk based on the period of time elapsed. Financial liabilities measured at fair value on a recurring basis are as follows: Successor December 31, 2020 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 1,257 1,257 The changes in the fair value of contingent consideration are as follows: Level 3 February 10, 2020 $ — Additions 1,257 Changes in fair value — Settlements — December 31, 2020 $ 1,257 |
Accounts Receivable, net_2
Accounts Receivable, net | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable, net | ||
Accounts Receivable, net | Note E — Accounts Receivable, net The accounts receivable balance is composed as follows: Successor June 30, December 31, 2021 2020 Accounts Receivable, net Billed receivables $ 10,735 $ 5,352 Unbilled receivables 1,743 705 Total $ 12,478 $ 6,057 Accounts receivable are recorded for amounts to which the Company is entitled and has invoiced to the customer. Allowance for doubtful accounts was not material in any period and therefore not presented in the financial statements. The Company identified a portion of accounts receivable that was unbilled to the customer at June 30, 2021 and at December 31, 2020 but was subsequently invoiced in July 2021 and January 2021, respectively. | Note E – Accounts Receivable, net The accounts receivable balance is composed as follows: Successor Predecessor December 31, December 31, 2020 2019 Accounts Receivable, net: Billed receivables $ 5,352 $ 6 Unbilled receivables 705 — Total $ 6,057 $ 6 Accounts receivable are recorded for amounts to which the Company is entitled and has invoiced to the customer. Allowance for doubtful accounts was not material in any period and therefore not presented on the face of the financial statements. The Company identified a portion of accounts receivable that were unbilled to the customer at December 31, 2020 (Successor) but was subsequently invoiced in January 2021. |
Inventory_2
Inventory | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory | ||
Inventory | Note F — Inventory The inventory balances of $477 thousand as of June 30, 2021 and $330 thousand as of December 31, 2020 related to raw materials. The Company did not have inventory reserves as of June 30, 2021 or December 31, 2020. | Note F – Inventory The inventory balance of $330 thousand as of December 31, 2020 (Successor) related to raw materials; there was no inventory balance as of December 31, 2019 (Predecessor). The Company did not have inventory reserves as of December 31, 2020 (Successor). |
Property, Plant and Equipment_4
Property, Plant and Equipment, net | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, net | ||
Property, Plant and Equipment, net | Note G — Property, Plant and Equipment, net The property, plant and equipment, net balances are as follows: Successor June 30, December 31, 2021 2020 Computer equipment $ 1,103 $ 739 Furniture and fixtures 626 442 Laboratory equipment 2,009 1,357 Software 736 359 Leasehold improvements 1,447 672 Construction in process 304 — Less: accumulated depreciation (1,110) (307) $ 5,115 $ 3,262 Depreciation expense related to property, plant and equipment was $797 thousand, $41 thousand and $59 thousand for the Successor 2021 Period, Successor Q2 2020 Period, and Predecessor 2020 Period, respectively. 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 capitalized as construction in progress. No provision for depreciation is made on construction in progress until the related assets are completed and placed in service. | Note G – Property, Plant and Equipment, net The property, plant and equipment, net balances are as follows: Successor Predecessor December 31, December 31, 2020 2019 Computer equipment $ 739 $ 128 Furniture and fixtures 442 43 Laboratory equipment 1,357 13 Software 359 36 Leasehold improvements 672 103 Less: accumulated depreciation (307) (70) $ 3,262 $ 253 Depreciation expense related to property, plant and equipment was $307 thousand, $59 thousand and $66 thousand for the Successor 2020 Period, the Predecessor 2020 Period, and the Predecessor 2019 Period respectively. |
Goodwill_2
Goodwill | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Goodwill | Note H — Goodwill The Company performed an annual qualitative assessment of impairment as of October 1, 2020 for each of the three reporting units, Mission Solutions, Space Components, and Engineering Services, concluding there was no impairment. The Company also concluded that there were no indicators of impairment requiring further testing during the six month period ended June 30, 2021. The changes in the carrying amount of goodwill are as follows: Successor June 30, 2021 Beginning Balance at January 1, 2021 $ 52,711 Goodwill arising from the Oakman acquisition 6,866 Goodwill arising from the DPSS acquisition 11,148 Measurement period adjustment – DSS acquisition (85) Measurement period adjustment – MIS acquisition (512) Measurement period adjustment – Roccor acquisition (684) Change arising from impact of foreign currency (111) Ending Balance $ 69,333 The Company’s estimate of the amount payable to/receivable from the seller as of the acquisition date changed during the Successor 2021 Period. These changes primarily related to settlement of net working capital adjustments. These changes were caused by new information becoming available during the Successor 2021 Period relating to events and circumstances existing at the acquisition date, therefore measurement period adjustments were recorded. Successor December 31, 2020 Beginning Balance at February 10, 2020 $ — Goodwill arising from the Adcole acquisition 21,525 Goodwill arising from the DSS acquisition 3.984 Goodwill arising from the MIS acquisition 15,320 Goodwill arising from the Roccor acquisition 6,725 Goodwill arising from the LoadPath acquisition 4,813 Change arising from impact of foreign currency 344 Ending Balance $ 52,711 | Note H – Goodwill The Company performed an annual qualitative assessment of impairment as of October 1 for each of the three reporting units, Mission Solutions, Space Components, and Engineering Services, concluding that it was not more likely than not that the fair value of each reporting unit was less than its carrying value. The Company also concluded that there were no indicators of impairment requiring further testing as of December 31, 2020 (Successor). The changes in the carrying amount of goodwill are as follows: Successor Predecessor December 31, December 31, 2020 2019 Beginning Balance $ — $ — Goodwill arising from the Adcole acquisition 21,525 — Goodwill arising from the DSS acquisition 3,984 — Goodwill arising from the MIS acquisition 15,320 — Goodwill arising from the Roccor acquisition 6,725 — Goodwill arising from the LoadPath acquisition 4,813 — Change arising from impact of foreign currency 344 — Ending Balance $ 52,711 $ — |
Intangible Assets_2
Intangible Assets | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Intangible Assets | ||
Intangible Assets | Note I — Intangible Assets The intangible asset balances and accumulated amortization are as follows: Successor As of June 30, 2021 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 48,485 $ (2,246) $ 46,239 19 Technology 42,812 (3,677) 39,135 14 Trademarks 6,591 (969) 5,622 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 256 — 256 Total $ 98,444 $ (6,892) $ 91,552 Successor December 31, 2020 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 Amortization expense related to intangible assets was $4,092 thousand, $379 thousand, and $0 thousand for the Successor 2021 Period, Successor Q2 2020 Period, and Predecessor 2020 Period, respectively. | Note I – Intangible Assets The intangible asset balances and accumulated amortization are as follows: Successor December 31, 2020 Weighted useful Gross Net average carrying Accumulated carrying life in amount amortization amount years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 Amortization expense related to intangible assets was $2,800 thousand, $0 thousand, and $0 thousand for the Successor 2020 Period, Predecessor 2020 Period, and Predecessor 2019 Period, respectively. Estimated amortization expense for the next five years is $6,274 thousand, $6,111 thousand, $5,957 thousand, $5,570 thousand, $5,145 thousand, respectively. |
Debt_2
Debt | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Debt | Note J — Debt Adams Street Capital Credit Agreement On October 28, 2020, the Company entered into a credit agreement with Adams Street Capital (the “Adams Street Credit Agreement”). The Adams Street Credit Agreement includes a $31,000 thousand term loan commitment, $5,000 thousand revolving credit facility commitment, and $15,000 thousand delayed draw term loan, all of which mature on October 28, 2026. On January 15, 2021, the Company drew $15,000 thousand on the delayed draw term loan to finance the Oakman acquisition. On February 17, 2021, the Company amended the Adams Street Capital Credit Agreement to increase the principal amount of the Adams Street Term Loan by an additional $32,000 thousand, which was incurred to finance the DPSS acquisition. Silicon Valley Bank Loan Agreement On August 31, 2020, the Company entered into a $45,350 thousand loan agreement with Silicon Valley Bank, which was subsequently modified to increase the principal on October 28, 2020 (the “SVB Loan”). On April 2, 2021, the Company subsequently amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. As of June 30, 2021 and as of December 31, 2020, the Company remained compliant with the covenant requirements. Paycheck Protection Program (“PPP”) Loans On May 1, 2020, prior to its acquisition, DSS received a PPP Loan for $1,058 thousand (the “DSS PPP Loan”). Under the terms of the DSS PPP Loan, DSS could apply for forgiveness under the PPP regulations if DSS used the proceeds of the loan for its payroll costs and other expenses in accordance with the requirements of the PPP. Proceeds from the DSS PPP loan, including interest calculated at a nominal and effective interest rate of 1.00% per annum, were included in a DSS savings account as of the DSS acquisition date. Any amount of the DSS PPP Loan forgiven and proportionate interest amount will be released to the seller of DSS. The Company has not and does not plan to use any of the DSS PPP Loan funds assumed as part of the DSS acquisition. On June 18, 2021, $608 thousand was forgiven and as a result was reclassified as a note payable to the seller of DSS. The remaining unforgiven balance of the loan will be paid according to the terms of DSS PPP Loan. The debt balances are summarized as follows: Successor June 30, December 31, 2021 2020 2Adams Street Term Loan $ 30,845 $ 31,000 Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan 14,925 — Adams Street Incremental Term Loan 31,920 — SVB Loan Agreement 41,626 46,500 DSS PPP Loan 450 1,058 Total debt $ 119,766 $ 78,558 Less: unamortized discounts and issuance costs 1,812 842 Total debt, net $ 117,954 $ 77,716 Less: current portion 1,230 1,074 Long-term debt, net $ 116,724 $ 76,642 The maturities of the Company’s long-term debt outstanding as of June 30, 2021 are as follows: 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan $ 155 $ 310 $ 310 $ 310 $ 310 $ 29,450 $ 30,845 Adams Street Incremental Term Loan 160 320 320 320 320 30,480 31,920 Adams Street Delayed Draw Term Loan 75 150 150 150 150 14,250 14,925 SVB Loan Agreement — 41,626 — — — — 41,626 DSS PPP Loan 450 — — — — — 450 Total $ 840 $ 42,406 $ 780 $ 780 $ 780 $ 74,180 $ 119,766 Subsequent to the six month period ended June 30, 2021, the outstanding principal balance of $41,626 thousand under the SVB Loan was repaid. See Note T — Subsequent Events for further details. Interest expense, including the amortization of debt issuance costs, charged for the Successor 2021 Period was $3,190 thousand. | Note J – Debt Predecessor Debt Crestmark Equipment Finance Agreement On May 13, 2017 the Predecessor entered into a financing agreement with Crestmark Equipment Finance, Inc. (the “Crestmark Equipment Finance Agreement”) for $715 thousand to finance equipment. The Crestmark Equipment Finance Agreement had a nominal and effective interest rate of 8.88% per annum and a maturity date of May 1, 2021. The Crestmark Equipment Finance Agreement was collateralized by various assets including (a) space-ready AMF 3D printers, (b) an earth-ready AMF 3D printer, (c) Dimension Elite 3D printers, and (d) a 12x12 clean room. As of June 22, 2020, the Predecessor repaid the $187 thousand outstanding balance under the Crestmark Equipment Finance Agreement with the proceeds from the sale of MIS. Navitas Credit Corp. Equipment Finance Agreement On December 4, 2019 the Predecessor entered into a financing agreement with Navitas Credit Corporation (the “Navitas Credit Corp. Equipment Finance Agreement”) for $72 thousand to finance office furniture. The Navitas Credit Corp. Equipment Finance Agreement had a nominal and effective interest rate of 6.74% per annum and a maturity date of November 1, 2024. As of June 22, 2020 the Predecessor repaid the $64 thousand outstanding balance under the Navitas Credit Corp. Equipment Finance Agreement with the proceeds from the sale of MIS. Space Florida Loans The Predecessor entered into certain loan agreements with Space Florida (the “Space Florida Loans”) as follows: (i) On March 29, 2017, the Predecessor entered into a loan agreement for $1,000 thousand (the “2017 Space Florida Loan”) to fund a portion of the development of the Predecessor’s space-based optical fiber manufacturing business. The 2017 Space Florida Loan had a nominal and effective interest rate of 5.00% per annum and a maturity date of March 1, 2022. (ii) On December 17, 2018, the Predecessor entered into a second loan agreement for $1,000 thousand (the “2018 Space Florida Loan”) to fund a portion of the Predecessor’s space manufacturing business. The 2018 Space Florida Loan had a nominal and effective interest rate of 5.00% per annum and a maturity date of December 1, 2023. The loan was collateralized by various equipment including (a) an in-space recycler and (b) an additive manufacturing filament production unit. (iii) On October 23, 2019, the Predecessor entered into a third loan agreement for $1,000 thousand (the “2019 Space Florida Loan”) to fund a portion of the development of the Predecessor’s space manufacturing business. The 2019 Space Florida Loan had a nominal and effective interest rate of 5.00% per annum and a maturity date of October 1, 2024. The loan was collateralized by a turbine ceramic manufacturing module as well as the properties collateralized in the previous loans. As of June 22, 2020, the Predecessor repaid the $3,000 thousand outstanding balance under the Space Florida Loans with the proceeds from the sale of MIS. Interest expense in relation to the Predecessor debt (the Crestmark Equipment Finance Agreement, the Navitas Credit Corp., Equipment Finance Agreement, and the Space Florida Loans) was $0, $83 thousand, and $139 thousand for the Successor 2020 Period, Predecessor 2020 Period, and Predecessor 2019 Period, respectively. Successor Debt Adams Street Capital Credit Agreement On October 28, 2020, the Company entered into a credit agreement with Adams Street Capital (the “Adams Street Credit Agreement”). The Adams Street Credit Agreement includes the following: (i) A $31,000 thousand term loan (the “Adams Street Term Loan”) that matures on October 28, 2026 with a nominal interest rate of 7.00% , based on an applicable spread of 6.00% and a London Interbank Offered Rate (“LIBOR”) floor of 1.00% , and an effective interest rate of 7.23% per annum. Proceeds from the loan were used to finance the acquisition of Roccor, pay acquisition-related costs, fund working capital needs (including the payment of any working capital adjustment pursuant to the acquisition agreement), and other general corporate purposes. (ii) A $5,000 thousand revolving credit facility (the “Adams Street Revolving Credit Facility”) that matures on October 28, 2026 with a nominal interest rate of 7.00% , per annum based on an applicable spread of 6.00% and a LIBOR floor of 1.00% , and an effective interest rate of 7.23% . The Company is also subject to undrawn commitment fees of 0.50% and had not drawn on the available commitment as of December 31, 2020 (Successor); proceeds from the revolving credit facility will be used to fund working capital needs, and other general corporate purposes. (iii) A $15,000 thousand delayed draw term loan (the “Adams Street Delayed Draw Term Loan”) that matures on October 28, 2026 with a nominal and effective interest rate of 7.00% per annum, based on an applicable spread of 6.00% and a LIBOR floor of 1.00% , and an effective interest rate of 7.23% . The Company had not drawn on the available commitment as of December 31, 2020 (Successor); proceeds will be used to finance acquisitions. The Adams Street Credit Agreement requires the Company to meet certain financial and other covenants and is secured by a security interest in all right, title or interest in or to certain assets and properties owned by the Company and the guarantors included in the Adams Street Credit Agreement. As of December 31, 2020 (Successor), the Company remained compliant with the covenant requirements. Silicon Valley Bank Loan Agreement On August 31, 2020, the Company entered into a $45,350 thousand loan agreement with Silicon Valley Bank (the “Original SVB Loan”), which was subsequently modified on October 28, 2020 to (i) increase the available commitment by $5,718 thousand and (ii) apply a $568 thousand principal payment toward the outstanding balance of the Original SVB Loan; this resulted in a modified loan (the “SVB Loan”) for $50,500 thousand. On October 30, 2020, the Company made a $4,000 thousand principal payment. The balance as of December 31, 2020 (Successor) is $46,500 thousand. The SVB Loan has a nominal interest rate of 2.75% per annum, an effective interest rate of 2.78%, and a maturity date of August 31, 2021. Proceeds from the SVB Loan were used to repay certain obligations due to AE, finance the MIS acquisition, contribute to working capital, and fund the Company’s general business requirements. The SVB Loan requires the Company to meet certain financial and other covenants and is guaranteed by AE. The SVB Loan is included within long-term debt on the Company’s consolidated balance sheets as the Company amended the term to September 30, 2022. Paycheck Protection Program (“PPP”) Loans Prior to their acquisition dates, MIS and LoadPath received PPP Loans for $1,463 thousand (the “MIS PPP Loan”) and $339 thousand (the “LoadPath PPP Loan”), respectively. Under the terms of the MIS PPP Loan and LoadPath PPP Loan, MIS and LoadPath could apply for forgiveness under the PPP regulations if MIS and LoadPath used the proceeds of the loan for their payroll costs and other expenses in accordance with the requirements of the PPP. MIS and LoadPath used the entire available commitment for qualifying expenses; MIS applied for forgiveness on December 16, 2020. The purchase agreement with the sellers of MIS and LoadPath stipulated that the MIS PPP Loan and the LoadPath PPP Loan would be settled from funds held in escrow as part of the acquisition; as such, the MIS PPP Loan and the LoadPath PPP Loan are not an obligation of the Company and did not have a balance on the opening balance sheets as of the respective acquisition dates. The funds to settle the portion of the MIS PPP Loan and LoadPath PPP Loan, if any, which is not forgiven by the Small Business Administration (“SBA”) were placed in an escrow account prior to the MIS and the LoadPath acquisitions. After final determination by the SBA of the amount deemed forgivable, the forgiveness amount shall be disbursed to the sellers of MIS and LoadPath and any forgivable loan escrow funds remaining shall be paid to the Company. On May 1, 2020, prior to its acquisition, DSS received a PPP Loan for $1,058 thousand (the “DSS PPP Loan”). Under the terms of the DSS PPP Loan, DSS could apply for forgiveness under the PPP regulations if DSS used the proceeds of the loan for its payroll costs and other expenses in accordance with the requirements of the PPP. Proceeds from the DSS PPP loan, including interest calculated at a nominal and effective interest rate of 1.00% per annum, were included in a DSS savings account as of the DSS acquisition date. Any amount of the DSS PPP Loan forgiven and proportionate interest amount will be released to the seller of DSS. The Company has not and does not plan to use any of the DSS PPP Loan funds assumed as part of the DSS acquisition; the remaining unforgiven balance of the loan will be paid according to the terms of DSS PPP Loan. The Company has not and does not plan to seek forgiveness for any of qualifying expenses incurred subsequent to the DSS acquisition under the DSS PPP Loan funds assumed as part of the DSS acquisition; any remaining unforgiven balance of the loan will be paid according to the terms of DSS PPP Loan. The Predecessor and the Successor debt balances are summarized as follows: Successor Predecessor December 31, December 31, 2020 2019 Crestmark Equipment Finance Agreement $ — $ 283 Navitas Credit Corp. Equipment Finance Agreement — 71 2017 Space Florida Loan — 1,000 2018 Space Florida Loan — 1,000 2019 Space Florida Loan — 1,000 Adams Street Term Loan 31,000 — Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan — — SVB Loan Agreement 46,500 — DSS PPP Loan 1,058 — Total debt $ 78,558 $ 3,354 Less: unamortized discounts and issuance costs 842 50 Total debt, net $ 77,716 $ 3,304 Less: current portion 1,074 208 Long-term debt, net $ 76,642 $ 3,096 The maturities of the Company’s long-term debt outstanding as of December 31, 2020 (Successor) are as follows: 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan 310 310 310 310 310 29,450 31,000 SVB Loan Agreement — 46,500 — — — — 46,500 DSS PPP Loan 764 294 — — — — 1,058 Total 1,074 47,104 310 310 310 29,450 78,558 Interest expense, including the amortization of debt issuance costs, charged for the Successor 2020 Period was $878 thousand. |
Leases_2
Leases | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Leases | Note K — Leases The Company is obligated under certain operating leases for its facilities and office equipment. Certain facility leases contained predetermined fixed escalation of minimum rents at rates ranging from 1.50% to 4.17% per annum and renewal options that could extend certain leases to up to five As of June 30, 2021, the future annual minimum lease payments for operating leases are as follows: Fiscal Year Total 2021 Remaining $ 1,427 2022 3,320 2023 3,553 2024 3,525 2025 2,578 Thereafter 3,385 Total $ 17,788 The Company records rent expense on a straight-line basis over the life of the lease. Rent expense under all leases for the Successor 2021 Period, Successor Q2 2020 Period, and Predecessor 2020 Period was $777 thousand, $106 thousand, and $228 thousand, respectively. | Note K – Leases The Company is obligated under certain operating leases for its facilities and office equipment. Certain facility leases contained predetermined fixed escalation of minimum rents at rates ranging from 1.50% to 3.23% per annum and renewal options that could extend certain leases to up to five additional years; the office equipment lease contained a renewal option that could extend the lease to consecutive 60-day terms and a purchase option. As of December 31, 2020 (Successor), the future annual minimum lease payments for operating leases are as follows: Fiscal Year Total 2021 $ 1,620 2022 1,633 2023 1,647 2024 1,675 2025 1,363 Thereafter 570 Total $ 8,508 The Company records rent expense on a straight-line basis over the life of the lease. Rent expense under all leases for the Successor Period 2020, Predecessor 2020 Period, and Predecessor 2019 Period was $1,091 thousand, $228 thousand, and $625 thousand, respectively. |
Income Taxes_2
Income Taxes | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income Taxes | Note L — Income Taxes The Company’s effective income tax rate on pre-tax income from continuing operations is as follows: Successor Predecessor Six month Period from Period from period ended February 10, January 1, June 30, 2020 to June 30, 2020 to June 21, 2021 2020 2020 Effective tax rate 9.2 % 20.5 % 22.4 % The effective tax rate for the Successor 2021 Period differs from the U.S. federal income tax rate of 21.0% primarily due to nondeductible transaction costs, contingent earnout payments from the MIS acquisition, and changes in the estimated state income tax rate in connection with the acquisition of Oakman and DPSS partially offset by the estimated research and development income tax credit. The effective tax rate for the Successor Q2 2020 Period differs from the U.S. federal income tax rate of 21.0% primarily due to a full valuation allowance of the net deferred tax asset. The effective tax rate for the Predecessor 2020 Period differs from the U.S. federal income tax rate of 21.0% primarily due to the full valuation allowance of the net deferred tax asset offset by the income tax benefit of the carry back of net operating losses under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The Company assesses the deferred tax assets for recoverability on a quarterly basis. In assessing the realizability of deferred income tax assets, the Company considers whether it is more-likely-than-not that some or all of the deferred income tax assets will not be realized. 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 periods ended June 30, 2021 and June 30, 2020, the Successor has concluded that substantially all of the deferred tax assets are more-likely-than-not realizable. For the period ended June 21, 2020, the Predecessor maintained a full valuation allowance to reduce the net deferred tax asset to | Note L – Income Taxes The components of income before income taxes and income tax expense were as follows: Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Income before income taxes: U.S. $ (18,017) $ (1,783) $ (2,976) Foreign (16) 65 (371) $ (18,033) $ (1,718) $ (3,347) Income tax expense (benefit): Federal: Current — (387) 7 Deferred (3,064) — — (3,064) (387) 7 State: Current — 3 3 Deferred (595) — — (595) 3 3 Foreign: Current — — — Deferred — — — — — — $ (3,659) $ (384) $ 10 The following is the reconciliation of the amounts computed using the federal statutory income tax rate and the amounts computed using the effective income tax rate: Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Tax (benefit) at federal statutory rates $ (3,787) $ (361) $ (703) State income tax (benefit), net of federal tax benefit (595) 29 (30) Research and development tax credits (20) (460) (636) Permanent differences 57 (17) 44 Tax (benefits) /non-deductible expense related to stock compensation — (119) 458 Acquisition costs 685 — — Reserves for unrecognized income tax benefits 1 386 644 Change in valuation allowance — 129 166 Other — 29 67 $ (3,659) $ (384) $ 10 The components of net deferred tax assets (liabilities) are as follows: Successor Predecessor December 31, December 31, 2020 2019 Deferred tax assets: Accrued expenses and reserves $ 493 $ 5 Deferred rent 82 50 Tax credit carryforwards 346 6 Deferred revenue 1,168 1,006 Net operating loss carryforwards 3,467 325 Interest disallowance 271 — Equity-based compensation — 142 Total deferred tax assets 5,827 1,534 Valuation allowance (57) (1,505) Net deferred tax assets 5,770 29 Deferred tax liabilities: Depreciation and amortization (12,949) (1) Other (188) (28) Total deferred tax liabilities (13,137) (29) As reported: Net deferred tax assets (liabilities) $ (7,367) $ — The changes in valuation allowance were as follows: Provision Balance Balance at Charged at Beginning (Credited) End of of Year to Expense Acquired Year Description Successor period from February 10, 2020 to December 31, 2020 $ — $ (20) $ 77 $ 57 Predecessor period from January 1, 2020 to June 21, 2020 $ 1,505 $ 112 $ — $ 1,617 Predecessor year ended December 31, 2019 $ 1,244 $ 261 $ — $ 1,505 In assessing the realizability of deferred income tax assets, the Company considers whether it is more-likely- than-not that some or all of the deferred income tax assets will not be realized. 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. As of December 31, 2020 (Successor) and 2019 (Predecessor), the Company’s valuation allowance was $57 and $1,505, respectively. The change in the valuation allowance is primarily as a result of the recording of deferred tax liabilities for fixed and intangible assets in connection with the acquisitions discussed in Note C Business Combinations. As of December 31, 2020 (Successor), the Company has determined that it is more-likely-than-not that the deferred tax assets will be utilized. The Company has federal and state NOLs and other tax credit carryforwards. Due to changes in the Company’s ownership, the utilization of NOL carryforwards and research and development credit carryforwards, that can be used to offset future taxable income, are subject to annual limits in accordance with Internal Revenue Code (“IRC”) Section 382, as well as similar state provisions. The Company does not expect Section 382 to limit the Company’s ability to realize its deferred tax assets. As of December 31, 2020 (Successor), the Company’s Federal NOL carryforwards are $13,202 resulting in a deferred tax asset of $2,772. The Company has deferred tax assets from state NOL carryforwards of $639 thousand. The Company has deferred tax assets from foreign NOLs of $56 thousand. U.S federal NOL can be carried forward indefinitely, and state NOL carryforwards will expire in various years beginning in 2034. Foreign NOLs begin expiring in 2036. As of December 31, 2020 (Successor), the Company has available Federal research and development credit carryforwards of $344 which will expire if unused starting in 2035 and $2 of foreign tax credit carry forwards which do not expire. As of December 31, 2020 (Successor), the Company is no longer subject to U.S. Federal income tax examinations for years prior to 2017. Operating loss or tax credit carryforwards generated prior to 2017 may be subject to tax audit adjustment. The Company accounts for uncertain income tax positions pursuant to the guidance in ASC Topic 740, Income Taxes The changes in reserves for unrecognized income tax benefits are as follows: Successor Predecessor Period from February 10, Period from 2020 to January 1, 2020 Year ended December 31, to June 21, December 31, 2020 2020 2019 Unrecognized tax benefits, beginning of period $ 1,671 $ 1,275 $ 639 Increases for tax positions taken related to a prior period — 105 — Increases for tax positions taken during the current period — 291 636 Unrecognized tax benefits, end of period $ 1,671 $ 1,671 $ 1,275 The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expenses. The Company does not anticipate a material impact to the consolidated financial statements in the next 12 months as a result of uncertain tax positions and expiring statutes of limitation. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act is an emergency economic stimulus package that includes spending and tax incentives to strengthen the U.S. economy and fund a nationwide effort to curtail the effect of the COVID-19 pandemic. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions which are expected to impact the Company’s consolidated financial statements include 5-year carryback of NOLs generated in 2018, 2019 and 2020, the removal of certain limitations on the utilization of NOLs, increasing the ability to deduct interest expense, and amending certain provisions of the previously enacted Tax Cuts and Jobs Act. As of December 31, 2020 (Successor) the impact of the CARES Act included a refund of $406 for NOL carrybacks in the Company’s income tax provision. |
Employee Benefit Plans_2
Employee Benefit Plans | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | ||
Employee Benefit Plans | Note M — Employee Benefit Plans 401(k) Plan The Company maintains five qualified 401(k) plans for its U.S. employees: the Redwire 401(k) plan, the Roccor 401(k) plan, the LoadPath 401(k) plan, the Oakman 401(k) plan, and the DPSS 401(k) plan. During the Successor 2021 Period, the Company matched employee contributions 50% up to 6% for the Redwire 401 (k) plan and matched employee contributions 100% up to 4% for the Roccor 401(k) plan, 100% up to 6% for the LoadPath Oakman DPSS The Predecessor maintained a qualified 401(k) plan (the “Predecessor 401(k) Plan”) for its U.S. employees. The Predecessor did not make any contributions to the plan for the Predecessor 2020 Period. | Note M – Employee Benefit Plans 401(k) Plan The Predecessor maintained a qualified 401(k) plan (the “Predecessor 401(k) Plan”) for its U.S. employees. The Predecessor did not make any contributions to the plan for the Predecessor 2019 Period or the Predecessor 2020 Period. The Company maintains three qualified 401(k) plans for its U.S. employees: the Redwire 401(k) plan, the Roccor 401(k) plan, and the LoadPath 401(k) plan. During the Successor 2020 Period, the Company matched employee contributions up to 50% for the Redwire 401(k) plan; the Company matched employee contributions up to 100% for the Roccor 401(k) plan and the LoadPath |
Commitments and Contingencies_4
Commitments and Contingencies | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note N — Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s condensed consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. | Note N – Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. |
Equity_2
Equity | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity | ||
Equity | Note O — Equity The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding as of June 30, 2021 and as of December 31, 2020. Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The Cosmos Intermediate LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. | Note O – Equity Predecessor Prior to October 11, 2019 the Predecessor had one class of issued and outstanding shares of common stock (“Common Stock”). On October 11, 2019 the Predecessor filed an amended and restated certificate of incorporation that reallocated the Predecessor’s Common Stock to a new class of common stock: Class F common stock (“Class F Common Stock”). Effective October 11, 2019 two and one half-tenth outstanding Profits, losses, and distributions of the Predecessor were allocated among the classes of shares, as provided for in the amended and restated certificate of incorporation. Pursuant to the Successor’s acquisition of MIS on June 22, 2020, there were no shares Common Class issued outstanding Successor The Successor has an unlimited number of authorized Successor units (“Units”), of which 100 Units are issued and outstanding Profits and losses of the Successor are allocated among the Units based on the allocation of such profits and losses for purposes of calculating the Unit holders’ capital account balances; distributions are made to Unit holders based on their percentage interests at the times and in the aggregate amounts determined by the Successor’s board of managers (the “Board”). The LLC agreement stipulates that any indemnity by the Successor shall be provided out of and to the extent of the Successor’s assets only; members do not have personal liability for any such indemnity. |
Equity-Based Compensation_2
Equity-Based Compensation | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity-Based Compensation | ||
Equity-Based Compensation | Note P — Equity-Based Compensation Class P Unit Incentive Plan The Company’s Parent adopted a written compensatory benefit plan (the “Class P Unit Incentive Plan”) to provide incentives to existing or new employees, officers, managers, directors, or other service providers of the Company or its subsidiaries in the form of the Parent’s class P Units (“Incentive Units”). Incentive Units have a participation threshold of $1.00 and are divided into three tranches (“Tranche I,” “Tranche II,” and “Tranche III”): Tranche I, Tranche II, and Tranche III Incentive Units are subject to performance-based, service-based, and market-based conditions. On March 24, 2021, the Company’s Parent amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021. The Company’s Parent also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of the Parent, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As of June 30, 2021, there was approximately $27,942 thousand of unrecognized compensation costs related to Incentive Units. | Note Q – Equity-Based Compensation Predecessor 2011 Equity Incentive Plan Prior to June 22, 2020 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. ISOs and NQSOs had a four-year graded vesting period, with a quarter of each grant vesting one year from the grant date and 2.08% vesting monthly thereafter over 36 months; the vesting of ISOs was subject to continued employment. The maximum term over which ISOs and NQSOs were exercisable was 10 years from the date the ISOs or the NQSOs were granted. Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Grant date fair value of options granted $ — $ 17 Intrinsic value of options exercised — 62 Grant date fair value of shares vested 9 23 Cash received from options exercised — 16 Tax benefit from options exercised — (3) The Predecessor recognized the equity-based compensation cost related to the 2011 Equity Incentive Plan over the requisite service period using the straight-line attribution method. The Predecessor used the Black-Scholes OPM for measuring the fair value of the awards for which equity-based compensation cost was recognized under the 2011 Equity Incentive Plan. The assumptions used in determining the fair value of ISOs and NQSOs for the Predecessor 2020 Period and the Predecessor 2019 Period are as follows: Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Range of expected time to exit (years) 3-5 3-5 Range of volatilities 55.00-63.09 % 55.00-63.09 % Range of risk-free interest rates 1.33-2.51 % 1.33-2.51 % The expected time to exit used in the determination of the fair value of the ISOs and NQSOs was based on the expected time to liquidity assessed by the Predecessor. The historical volatility used in the determination of the fair value of the ISOs and NQSOs was based on analysis of the historical volatility of comparable public companies and factors specific to the Predecessor. Selling, general and administrative for the Predecessor 2020 Period and the Predecessor 2019 Period included approximately $7 thousand and $22 thousand of equity-based compensation related to ISOs and NQSOs. The related tax benefit for the Predecessor 2020 Period and the Predecessor 2019 Period was $1 thousand and $5 thousand, respectively. Certain unvested ISOs and NQSOs became fully vested and were settled for $523 thousand of the purchase consideration on the MIS acquisition date. Accelerated vesting was triggered by the actions of the Successor, therefore fair value of the consideration attributable to the accelerated equity-based awards relating to post-acquisition services of $102 thousand has been recognized in the Successor 2020 Period; the related tax benefit for the Successor 2020 Period was $21 thousand. The component relating to pre-acquisition services has been included as part of the MIS purchase consideration. There were no remaining ISOs and NQSOs outstanding as of December 31, 2020 (Successor). Weighted ISOs average exercise and NQSOs price Outstanding as of December 31, 2019 133,661 $ 1.47 Forfeited (2,900) $ 1.80 Settled or cancelled (130,761) $ 1.46 Outstanding as of December 31, 2020 — Predecessor Promissory Notes Between 2014 and 2017, the Predecessor extended loans to three key members of management for the purchase of Predecessor shares for a principal of $1,022 thousand (the “Predecessor Promissory Notes”). The Predecessor Promissory Notes were secured by the underlying shares and were nonrecourse to the respective debtor’s personal assets. The Predecessor Promissory Notes carried interest at between 1.85% and 1.91% per annum, and were expected to mature between April 2020 and June 2023 or earlier upon the occurrence of certain events specified in the Predecessor Promissory Notes. The Predecessor Promissory Notes represented in-substance ISOs with a grant date fair value of $520 thousand and the equity-based compensation expense related to them was recognized over the requisite service period of four years. Pursuant to the Recapitalization, a Release of Security Interest Agreement, dated October 17, 2019, was executed between the three debtors of the Predecessor Promissory Notes and the Predecessor. The Release of Security Interest Agreement stipulated the release of the Predecessor’s security interest in the portion of the Common Stock issued to each debtor of the Predecessor Promissory Notes that was reclassified to Class F Common Stock and to Preferred Stock in the Recapitalization, while retaining the security interest in the portion that remained as Common Stock after the Recapitalization. These events resulted in a modification of the original in-substance options associated with the Predecessor Promissory Notes; the total incremental cost resulting from this modification was $2,170 thousand. Selling, general and administrative for the Predecessor 2020 Period and the Predecessor 2019 Period included approximately $988 thousand and $2,267 thousand of equity-based compensation related to Predecessor Promissory Notes, including the incremental cost related to the modification resulting from the Release of Security Interest Agreement. The Predecessor 2020 Period equity-based compensation expense also includes the expense related to the accelerated vesting of the Predecessor Promissory Notes; in accordance with the original terms of the grants, on June 22, 2020, the Successor’s acquisition of MIS accelerated the vesting of the Predecessor Promissory Notes in-substance options, and the related principal and interest outstanding on the such notes was forgiven. The tax benefit of equity-based compensation related to the Predecessor Promissory Notes for the Predecessor 2020 Period and the 2019 Predecessor Period was $208 thousand and $476 thousand, respectively. The assumptions used in determining the fair value of the in-substance ISOs represented by the Predecessor Promissory Notes for the Predecessor 2020 Period and the Predecessor 2019 Period are as follows: Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Range of expected time to exit (years) 3-5 3-5 Range of volatilities 55.00-63.09 % 55.00-63.09 % Range of Predecessor Promissory Notes interest rates 1.85-1.91 % 1.85-1.91 % Range of risk-free interest rates 1.33-1.62 % 1.33-1.62 % The expected time to exit used in the determination of the fair value of the Predecessor Promissory Notes was based on the expected time to liquidity assessed by the Predecessor. The historical volatility used in the determination of the fair value of the in-substance ISOs represented by the Predecessor Promissory Notes was based on analysis of the historical volatility of comparable public companies and factors specific to the Predecessor. Predecessor Period from January 1, 2020 Year ended to June 21, December 31, 2020 2019 Grant date fair value of shares vested 12 228 In-substance ISOs represented by the Weighted- Predecessor average Promissory exercise Notes price Outstanding as of December 31, 2019 1,028,784 $ 0.99 Settled or cancelled (1,028,784) $ 0.99 Outstanding as of December 31, 2020 — Successor Class P Unit Incentive Plan The Company’s Parent adopted a written compensatory benefit plan (the “Class P Unit Incentive Plan”) to provide incentives to existing or new employees, officers, managers, directors, or other service providers of the Company or its subsidiaries in the form of the Parent’s class P Units (“Incentive Units”). Incentive Units have a participation threshold of $1.00 and are divided into three tranches (“Tranche I,” “Tranche II,” and “Tranche III”): Tranche I, Tranche II, and Tranche III Incentive Units are subject to performance-based, service-based, and market-based conditions. ● The performance condition relates to the sale of the Parent or the occurrence of a liquidity event for Tranche I and sale of the Parent for Tranche II and Tranche III ● The service condition relates to the five-year required service period of the grantee for Tranche I and continued employment of the grantee through the performance condition achievement date for Tranche II and Tranche III ● The market-based condition relates to a target internal rate of return, as defined in the Class P Unit Incentive Plan, required from the sale of the Parent or liquidity event, for Tranche I, Tranche II, and Tranche III Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The vesting for each tranche of the Incentive Units is contingent on the sale of the Parent or a liquidity event. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the sale of the Parent or a liquidity event occurs. Once the event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their grant date fair value) will be recognized based on the portion of the requisite service period that has been rendered. The grant date fair value of the Incentive Units was $1,900 thousand for the Successor 2020 Period. There was no equity-based compensation recognized for the Successor 2020 Period; as of December 31, 2020 (Successor), there was approximately $1,894 thousand of unrecognized compensation costs related to Incentive Units. Certain information related to the Incentive Units is presented as follows: Incentive Units Unvested and outstanding as of December 31, 2019 — Granted 6,170,000 Forfeited (18,750) Unvested and outstanding as of December 31, 2020 6,151,250 The assumptions used in determining the fair value of the Incentive Units for the Successor 2020 Period are as follows: Successor Period from February 10, 2020 to December 31, 2020 Volatility $ 70.1 % Risk-free interest rate 0.25 % Expected time to exit (years) 3.50 The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Successor. |
Net Loss per Unit_2
Net Loss per Unit | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Net Loss per Unit | ||
Net Loss per Unit | Note Q — Net Loss per Unit The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Six month period Period from ended June 30, February 10, 2020 2021 to June 30, 2020 Numerator: Net loss $ (23,575) $ (4,972) Denominator: Weighted average Units outstanding – basic and diluted 100 100 Basic and diluted loss per Unit $ (236) $ (50) There were no potentially issuable Units or other dilutive securities in the Successor 2021 Period or for the Successor Q2 2020 Period. | Note R – Net Loss per Unit The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Period from February 10, 2020 to December 31, 2020 Basic and diluted net income (loss) per Unit Numerator: Net loss $ (14,374) Denominator: Weighted average Units outstanding – basic and diluted 100 Basic and diluted net income (loss) per Unit (144) There were no potentially issuable Units or other dilutive securities in the Successor 2020 Period. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Revenue | Note R — Revenue Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers The Company engages in long-term contracts for production and service activities and recognizes revenue for performance obligations over time. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. 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. 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 fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material (“T&M”) contracts. Revenues by customer grouping are as follows: Successor Predecessor Six month period Period from Period from ended June 30, February 10, 2020 to January 1, 2020 2021 June 30, 2020 to June 21, 2020 Civil space $ 30,850 $ 1,531 $ 15,844 National security 15,780 1,629 684 Commercial and other 17,216 2,011 123 Total revenues $ 63,846 $ 5,171 $ 16,651 Contract Balances Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s condensed consolidated balance sheets and consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s condensed consolidated balance sheets were $9,363 thousand as of June 30, 2021, compared to $4,172 thousand as of December 31, 2020. The increase in contract assets was primarily driven by growth in revenue recognized and timing of billable milestones occurring during the Successor 2021 Period ended June 30, 2021, and also by the acquisitions of Oakman and DPSS compared to December 31, 2020 before they were acquired. Contract liability balances included in deferred revenue on the Company’s condensed consolidated balance sheets were $15,225 thousand as of June 30, 2021, compared to $15,665 thousand as of December 31, 2020. The decrease in contract liabilities was related to timing of billable milestones occurring during the Successor 2021 Period, partially offset by an increase related to the acquisitions of Oakman and DPSS during the Successor 2021 Period ending June 30, 2021, compared to December 31, 2020 before they were acquired. Revenue recognized in the Successor 2021 Period that was included in the contract liability balance as of December 31, 2020 was $11,423 thousand. Remaining Performance Obligations 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 those contracts accounted for under the “right to invoice” practical expedient. As of June 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $122,436 thousand. The Company expects to recognize approximately 78% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. Geographic Information and Significant Customers The Company has customers located in the United States, Luxembourg, Germany, and South Korea. Revenues based on the geographic location of the Company’s customers are as follows: Successor Predecessor Period from Period from January 1, Six months February 10, 2020 to 2020 period ended June 30, to June 21, June 30, 2021 2020 2020 U.S. $ 61,838 $ 5,004 $ 15,856 Luxembourg 1,915 51 795 Germany 17 — — Japan — 10 — South Korea 76 32 — Poland — 74 — Total revenues $ 63,846 $ 5,171 $ 16,651 The majority of the Company’s revenues are derived from government contracts. Customers comprising 10% or more of revenues are as follows: Successor Predecessor Period from Period from January 1, Six months February 10, 2020 to 2020 period ended June 30, to June 21, June 30, 2021 2020 2020 Air Force Research Laboratory $ 6,545 $ — $ — Boeing 9,049 — — Lockheed Martin — 1,291 — Loral — 551 — NASA 19,057 1,282 15,020 $ 34,651 $ 3,124 $ 15,020 |
Related Parties_2
Related Parties | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Parties | ||
Related Parties | Note S — Related Parties During the Successor 2021 Period, Cosmos Intermediate, LLC paid $1,224 thousand in fees to AEI, of which $324 thousand related to management fees and $900 thousand related to transaction fees. As of June 30, 2021, $162 thousand of the related party management fees is included in accounts payable on the condensed consolidated balance sheet. AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP and AE Industrial Partners Fund II-B, LP, the Company’s majority owners (collectively, “AE”), entered into a written support letter, dated as of July 6, 2021, with the Company to provide additional funding of up to $20,000 thousand to support its operating, investing and financing activities, in each case to the extent the Company is unable to obtain such support from another source. This additional liquidity commitment extends through the earlier of July 15, 2022, or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. The letter was renewed on August 20, 2021 with the same terms through the earlier of September 15, 2022 or up to the point at which the Company’s unencumbered cash balance first exceeds $30,000 thousand, including as a result of a capital transaction at an earlier date. During the Successor Q2 2020 Period, the Successor paid $1,860 thousand in fees to AEI, of which $200 thousand related to an annual management fee and $1,660 thousand related to transaction fees. The Company made a $4,874 thousand payment to AEI in October 2020, which was reflected as an intercompany receivable due from AEI on the consolidated balance sheet as of December 31, 2020. This amount was repaid in February 2021. | Note T – Related Parties On June 5, 2020, Cosmos Parent, LLC acquired the customer contracts and all intellectual property, including the name “Redwire”, and all of Redwire’s trademarks and goodwill associated therewith, from certain officers of the Company in exchange for 300,000 Parent Units valued at $1.00 each. The Company made $4,874 thousand payment to AE in October 2020, which is reflected as an intercompany receivable due from AE on the consolidated balance sheet as of December 31, 2020 (Successor). This amount was repaid in February 2021. The Company paid $2,726 thousand in acquisition support fees to AE, of which $500 thousand related to an annual management fee and $2,226 thousand related to deal closing fees from the acquisition funds flow statements. |
Subsequent Events_2_3_4
Subsequent Events | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Events | Note T — Subsequent Events On July 6, 2021, AE entered into a written support letter with the Company. The letter was renewed on August 20, 2021. Refer to Note S — Related Parties for further details. On August 20, 2021, the Company executed a settlement agreement with the sellers of MIS regarding the contingent earnout payment set forth in the purchase agreement. The total fair value of the contingent earnout payment as of June 30, 2021, including the equity component is $11,491 thousand. Refer to Note C — MIS Acquisition for further details. On August 31, 2021, the Company repaid $172 thousand of outstanding principal on the SVB Loan. On September 2, 2021, the Company consummated the previously announced Merger pursuant to the business combination agreement dated March 25, 2021 by and among Genesis Park Acquisition Corp, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park Acquisition Corp, Cosmos and Holdings. Upon the closing of the Merger, Genesis Park Acquisition Corp was renamed to Redwire Corporation (“New Redwire”). The Merger is accounted for as a reverse recapitalization in which Genesis Park Acquisition Corp 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 was deemed the accounting predecessor and the combined entity will be the successor SEC registrant, New Redwire. As a result of the Merger, New Redwire issued 37,200,000 shares of common stock and paid $75,000 thousand to the Parent in exchange for units of the Company. New Redwire received aggregate gross proceeds of $110,583 thousand from the trust account and PIPE proceeds. Proceeds from the Merger were partially used to fund the $41,555 thousand repayment of the SVB Loan, including interest of $102 thousand, and transaction costs of $38,747 thousand. As the remaining proceeds increased New Redwire's cash balance in excess of the terms of the support letter, the AE liquidity commitment is no longer binding. On September 2, 2021, 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 purposes of the Financial Covenant, to redefine “Consolidated EBITDA”, and to reset the call protection terms. The Company has evaluated subsequent events after the condensed consolidated balance sheet of June 30, 2021 through the condensed consolidated financial statement issuance date and there were no additional subsequent events that required disclosure. | Note U – Subsequent Events The Successor has evaluated subsequent events from the date of the consolidated balance sheet through the date the consolidated financial statements were issued on May 11, 2021. On January 15, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Oakman Aerospace, Inc. (“Oakman”) in exchange for cash and equity. Oakman’s proprietary digital engineering modular, open systems software environment, ACORN, enables the next generation of digitally engineered spacecraft that optimizes the balance between cost and tailorability in spacecraft design and development. Under the terms of the securities purchase agreement, Oakman’s shareholders received purchase consideration of $15,159 thousand, $14,159 thousand of which was paid in cash and $1,000 thousand in equity. The Company drew $15,000 thousand on the Adams Street Delayed Draw Term Loan to finance the Oakman acquisition. On February 17, 2021, the Cosmos Acquisition, LLC acquired 100% of the equity interests of Deployable Space Systems, Inc. (“DPSS”) in exchange for cash. DPSS’s mission is to develop new and enabling deployable technologies for space applications, transition emerging technologies to industry for infusion into future Department of Defense, NASA, and commercial programs and design, analyze, build, test and deliver on-time the highest quality deployable solar arrays, deployable structures and space system products available. Under the terms of the securities purchase agreement, DPSS’s shareholders received purchase consideration of $24,773 thousand in cash. The Company amended the Adams Street Capital Credit Agreement to increase the principal amount by an additional $32,000 thousand on the Adams Street Term Loan to finance the DPSS acquisition. On April 2, 2021, the Company subsequently amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. On March 24, 2021, the Company’s Parent amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021. The Company’s Parent also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of the Parent, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As of March 24, 2021, there was approximately $27,942 thousand of unrecognized compensation costs related to Incentive Units. On March 25, 2021, the Company’s Parent entered into the Merger Agreement by and among Genesis Park Acquisition Corp. (“Genesis Park”), Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Genesis Park (“Merger Sub”), the Company, and the Company’s Parent. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which Merger Sub will merge with and into the Company, with the Company being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, the Company will merge with and into Genesis Park, with Genesis Park being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers”). |
Summary of Significant Accou_18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The six month period ended June 30, 2021 (the “Successor 2021 Period”), and the period from February 10, 2020 (inception) to June 30, 2020 (the “Successor Q2 2020 Period”) relate to the activity of Cosmos Intermediate, LLC and its subsidiaries. MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order in which the acquired entities were acquired. The year to date period ended June 21, 2020 (the “Predecessor 2020 Period”) relates to the activity of MIS and its subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statement information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the period ended December 31, 2020. Interim results are not necessarily indicative of the results for a full year. There have been no significant changes from the significant accounting policies disclosed in Note B of the “Notes to Consolidated Financial Statements” included in the annual consolidated financial statements for the period ended December 31, 2020. | Basis of Presentation MIS was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, ongoing management, and order of the acquired entities. As of December 31, 2019 and for the year ended December 31, 2019 (collectively, the “Predecessor 2019 Period”) and the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period for Cosmos and includes all of the accounts of only MIS and its subsidiaries. As of December 31, 2020 and for the period from February 10, 2020 (inception) through December 31, 2020 (collectively, the “Successor 2020 Period”) relate to activity of Cosmos Intermediate, LLC and its subsidiaries. The Successor 2020 Period begins before the Predecessor 2020 Period ends due to the acquisitions that took place prior to the acquisition of MIS. The Adcole, DSS, MIS, Roccor, and LoadPath acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within tables in the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars, with the exception of percentages, unit, share, per unit, and per share amounts. |
Emerging Growth Company | Emerging Growth Company 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 registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Accounting policies subject to estimates include valuation of intangible assets and contingent consideration, revenue recognition, income taxes, and equity-based compensation. |
Business Combinations | Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. 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, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Contingent consideration is 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 period using Level 3 unobservable inputs (Level 3). Any changes in the fair value of these contingent consideration payments are included in operating income in the consolidated statements of operations. | |
Revenue Recognition | Revenue Recognition Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers 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 under the guidance of ASC 606 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 within the context to which the transaction price is assigned and for which revenue is recognized over time. Once the Company identifies the performance obligations, the Company 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. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. 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. 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 fixed-price and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material (“T&M”) contracts. 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: 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 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 over time 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. On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component; the Company expects, at contract inception, 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 Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and consist of deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s consolidated balance sheets were $4,172 thousand as of December 31, 2020 (Successor), compared to $232 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract asset balances related to MIS only. Contract liability balances included in deferred revenue on the Company’s consolidated balance sheets were $15,665 thousand as of the December 31, 2020 (Successor), compared to $6,316 thousand as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to Adcole, MIS, DSS, Roccor, and LoadPath, while the Predecessor 2019 Period included contract liability balances related to MIS only. Revenue recognized in the Successor 2020 and the Predecessor 2020 Period that was included in the contract liability balance as of December 31, 2019 (Predecessor) was $1,792 thousand and $4,551 thousand, respectively. Remaining Performance Obligations 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 those contracts accounted for under the “right to invoice” practical expedient. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $122,019 thousand. The Company expects to recognize approximately 60% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents is comprised of 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 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures 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. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificate of deposits, and accounts receivable. 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 $22,076 thousand and $9,292 thousand, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. | |
Inventory | Inventory 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 included in cost of sales in the consolidated statements of operations. | |
Segment Information | Segment Information 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. | |
Goodwill and Indefinite-Lived Assets | Goodwill and Indefinite-Lived Assets 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 (see Note G). 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 the fair value of a reporting unit does not exceed its carrying value, the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. | |
Long-Lived Assets | Long-Lived Assets The Company regularly evaluates its property, plant and equipment and intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment ASC 350, Intangibles—Goodwill and Other expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. Property, Plant and Equipment 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 are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under capital leases. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Property, plant and equipment life in years Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term 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 the results of operations. Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations (see Note C) and consist of identifiable finite-lived intangible assets, including technology, trademarks, and customer relationships. These 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 asset are consumed. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 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. As of December 31, 2020 (Successor), the Company’s estimated gross unrecognized tax benefits were $1,671 thousand, of which $1,586 thousand if recognized would favorably impact the Company’s future earnings. 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. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. | |
Research and Development Costs | Research and Development Costs 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. | |
Advertising Costs | Advertising Costs All advertising, promotional and marketing costs are expensed when incurred. During the Successor 2020 Period, Predecessor 2020 Period and Predecessor 2019 Period, advertising costs were $147 thousand, $86 thousand, and $155 thousand, respectively, and are including in Selling, general and administrative within the consolidated statements of operations. | |
Equity-based Compensation | Equity-based Compensation The Company has a written compensatory benefit plan to provide incentives to existing or new employees, officers, managers, directors, and other service providers of the Company. Equity-based compensation cost is measured at the grant date based on the fair value of the award, which is calculated using the Black-Scholes Option Pricing Model (“OPM”). The vesting of the incentives is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation cost is deferred until the performance conditions are met. Once the performance conditions are met, unrecognized compensation cost is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation cost is recognized regardless of market conditions being met. Forfeitures are recognized in the period they occur. | |
Net Income (Loss) per Unit | Net Income (Loss) per Unit The Company has one class of limited liability company units (“Units”). Basic net income (loss) per Unit is computed by dividing income available to Unit holders by the number of weighted average Units outstanding during the period. Diluted net income (loss) per Unit is computed by dividing income available to Unit holders, adjusted for the effects of the presumed issuance of potential Units, if any, by the number of (1) weighted average Units outstanding, plus (2) potentially issuable Units. The Company’s consolidated statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Net loss per share data has not been presented for the Predecessor 2020 Period and the Predecessor 2019 Period in accordance with ASC 260, Earnings per Share | |
Foreign Currency | Foreign Currency The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. The accounts of foreign subsidiaries are translated using exchange rates in effect at the end of the reporting period for assets and liabilities on the consolidated balance sheets and at average exchange rates during the reporting period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income. | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI”) includes foreign currency translation adjustments.The components of AOCI included $506 thousand, $1 thousand, $(8) thousand of foreign currency translation adjustments for the Successor 2020 Period, the Predecessor 2020 Period and the Predecessor 2019 Period, respectively. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) | Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) Leases capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and cash flows will be generally consistent with the current guidance. The new lease guidance will be effective for the year ending December 31, 2022 and will be applied using a modified retrospective transition method to either the beginning of the earliest period presented or the beginning of the year of adoption. The Company is currently evaluating the impact of adopting the new standard. The adoption of this standard will require the recognition of a right of use asset and liability on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Effective January 1, 2019, the Predecessor adopted the requirements of ASU 2014-09 using the modified retrospective method. The Company identified key factors from the five-step model to recognize revenue as prescribed by the new standard that may be applicable to each of the Company’s contract types. Significant customers and contracts were identified, and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company concluded the adoption of the requirements of ASU 2014-09 did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) determine whether to capitalize implementation costs of a cloud computing arrangement that is a service contract or expense as incurred. Costs of arrangements that do not include a software license should be accounted for as a service contract and expensed as incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. ASU 2018-15 permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or retrospectively to each prior reporting period presented. The Company concluded that there is no impact to its consolidated financial statements from adopting this guidance on January 1, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Business Combinations (Tables_2
Business Combinations (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Schedule of pro forma combined results of operations for the business combinations | Pro forma for the six month period ended June 30, 2021 June 30, 2020 Revenues $ 68,153 $ 57,290 Net (loss) income (22,066) (3,908) | Pro forma for the year ended December 31, December 31, 2020 2019 Net revenues $ 84,770 $ 56,129 Net loss $ (9,131) $ (12,978) |
Adcole Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 | March 2, 2020 Cash paid $ 32,640 Purchase consideration $ 32,640 Assets: Cash $ 156 Accounts receivable 840 Contract assets 1,427 Inventory 212 Prepaid expenses and other current assets 661 Property, plant and equipment 444 Intangible assets 9,690 $ 13,430 Liabilities: Accounts payable $ 894 Accrued expenses 644 Deferred revenue 777 $ 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 |
Schedule of the intangible assets acquired by class | March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 | March 2, 2020 Trademark $ 1,000 Technology 2,400 Customer relationships 6,100 In-process research and development (“IPR&D”) 190 Total intangible assets $ 9,690 |
DSS Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | 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 $ 4,122 Liabilities: Accounts payable $ 284 Deferred revenue 188 Current Portion of long-term debt 353 Other current liabilities 1,178 Long-term debt 705 Deferred tax liabilities 458 $ 3,166 Fair value of net identifiable assets acquired 956 Goodwill $ 3,984 | |
Schedule of the intangible assets acquired by class | June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 | June 1, 2020 Trademark $ 150 Customer relationships 700 Total intangible assets $ 850 |
MIS Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | 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 $ 51,448 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,585 Goodwill $ 14,808 | June 22, 2020 Cash paid $ 42,177 Equity issued 2,616 Contingent consideration 600 Purchase consideration $ 45,393 Assets: Cash $ 13,559 Accounts receivable 585 Contract assets 665 Property, plant and equipment 451 Intangible assets 35,000 Other non-current assets 676 $ 50,936 Liabilities: Accounts payable $ 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 $ 20,863 Fair value of net identifiable assets acquired 30,073 Goodwill $ 15,320 |
Schedule of the intangible assets acquired by class | June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 | June 22, 2020 Trademarks $ 3,400 Technology 16,000 Customer relationships 15,600 Total intangible assets $ 35,000 |
Schedule of assumptions used in the Black-Scholes OPM | MIS Black-Scholes Option Pricing Model Assumptions Risk-free interest rate 0.05 % Revenue volatility 51.7 % | MIS Black-Scholes OPM Assumptions Risk-free interest rate 0.2 % Revenue discount rate 6.5 % Revenue volatility 30.0 % Earnout payment discount rate 5.9 % |
Roccor Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | October 28, 2020 Cash paid $ 14,999 Equity issued 1,565 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,041 | October 28, 2020 Cash paid $ 15,683 Equity issued 1,565 Contingent consideration 657 Purchase consideration $ 17,905 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 $ 23,364 Liabilities: Accounts payable $ 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 $ 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,725 |
Schedule of the intangible assets acquired by class | October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 | October 28, 2020 Trademarks $ 1,200 Technology 6,500 Customer relationships 5,700 Total intangible assets $ 13,400 |
Schedule of assumptions used in the Black-Scholes OPM | 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 % | Roccor Risk-free interest rate 0.1 % Revenue discount rate 7.0 % Revenue volatility 30.0 % Earnout payment discount rate 4.0 % |
LoadPath Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 | December 11, 2020 Cash paid $ 7,598 Equity issued 800 Purchase consideration $ 8,398 Assets Cash $ 995 Accounts receivable 1,208 Contract assets 187 Prepaid expenses and other current assets 2 Property, plant and equipment 42 Intangible assets 4,230 $ 6,664 Liabilities Accounts payable $ 334 Deferred revenue 394 Other current liabilities 1,203 Deferred tax liabilities 1,148 $ 3,079 Fair value of net identifiable assets acquired 3,585 Goodwill $ 4,813 |
Schedule of the intangible assets acquired by class | December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 | December 11, 2020 Trademarks $ 560 Technology 370 Customer relationships 3,300 Total intangible assets $ 4,230 |
Oakman acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | January 15, 2021 Cash paid $ 12,142 Equity issued 2,110 Purchase consideration $ 14,252 Assets: Accounts receivable $ 1,279 Contract assets 121 Inventory 40 Prepaid expenses and other current assets 50 Property, plant and equipment 493 Intangible assets 10,600 $ 12,583 Liabilities: Accounts payable $ 46 Accrued expenses 2,022 Deferred revenue 253 Other current liabilities 45 Deferred tax liabilities 2,831 $ 5,197 Fair value of net identifiable assets acquired 7,386 Goodwill $ 6,866 | |
Schedule of the intangible assets acquired by class | January 15, 2021 Trademark $ 100 Technology 5,600 Customer relationships 4,900 Total intangible assets $ 10,600 | |
DPSS acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of 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 | February 17, 2021 Cash paid $ 27,305 Purchase consideration $ 27,305 Assets: Cash $ 711 Accounts receivable 1,270 Contract assets 1,534 Inventory 3 Prepaid expenses and other current assets 53 Property, plant and equipment 734 Intangible assets 24,160 Other non-current assets 48 $ 28,513 Liabilities: Accounts payable $ 1,186 Accrued expenses 1,282 Deferred revenue 3,830 Deferred tax liabilities 6,058 $ 12,356 Fair value of net identifiable assets acquired 16,157 Goodwill $ 11,148 | |
Schedule of the intangible assets acquired by class | February 17, 2021 Trademark $ 160 Technology 11,900 Customer relationships 12,100 Total intangible assets $ 24,160 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value of Financial Instruments | ||
Schedule of Company's liabilities that are measured at fair value on a recurring basis | Financial liabilities measured at fair value on a recurring basis are as follows: Successor June 30, 2021 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 12,266 12,266 | Successor December 31, 2020 Balance Sheet Location Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration Notes payable to sellers 1,257 1,257 |
Schedule of changes in the fair value of contingent consideration | The changes in the fair value of contingent consideration are as follows: Level 3 December 31, 2020 $ 1,257 Additions 227 Changes in fair value 10,889 Settlements (107) June 30, 2021 $ 12,266 | Level 3 February 10, 2020 $ — Additions 1,257 Changes in fair value — Settlements — December 31, 2020 $ 1,257 |
Accounts Receivable, net (Tab_2
Accounts Receivable, net (Table) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable, net | ||
Schedule of accounts receivable balance | The accounts receivable balance is composed as follows: Successor June 30, December 31, 2021 2020 Accounts Receivable, net Billed receivables $ 10,735 $ 5,352 Unbilled receivables 1,743 705 Total $ 12,478 $ 6,057 | The accounts receivable balance is composed as follows: Successor Predecessor December 31, December 31, 2020 2019 Accounts Receivable, net: Billed receivables $ 5,352 $ 6 Unbilled receivables 705 — Total $ 6,057 $ 6 |
Property, Plant and Equipment_5
Property, Plant and Equipment, net (Table) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, net | ||
Schedule of property, plant and equipment, net balances | The property, plant and equipment, net balances are as follows: Successor June 30, December 31, 2021 2020 Computer equipment $ 1,103 $ 739 Furniture and fixtures 626 442 Laboratory equipment 2,009 1,357 Software 736 359 Leasehold improvements 1,447 672 Construction in process 304 — Less: accumulated depreciation (1,110) (307) $ 5,115 $ 3,262 | The property, plant and equipment, net balances are as follows: Successor Predecessor December 31, December 31, 2020 2019 Computer equipment $ 739 $ 128 Furniture and fixtures 442 43 Laboratory equipment 1,357 13 Software 359 36 Leasehold improvements 672 103 Less: accumulated depreciation (307) (70) $ 3,262 $ 253 |
Goodwill (Tables)_2
Goodwill (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are as follows: Successor June 30, 2021 Beginning Balance at January 1, 2021 $ 52,711 Goodwill arising from the Oakman acquisition 6,866 Goodwill arising from the DPSS acquisition 11,148 Measurement period adjustment – DSS acquisition (85) Measurement period adjustment – MIS acquisition (512) Measurement period adjustment – Roccor acquisition (684) Change arising from impact of foreign currency (111) Ending Balance $ 69,333 Successor December 31, 2020 Beginning Balance at February 10, 2020 $ — Goodwill arising from the Adcole acquisition 21,525 Goodwill arising from the DSS acquisition 3.984 Goodwill arising from the MIS acquisition 15,320 Goodwill arising from the Roccor acquisition 6,725 Goodwill arising from the LoadPath acquisition 4,813 Change arising from impact of foreign currency 344 Ending Balance $ 52,711 | The changes in the carrying amount of goodwill are as follows: Successor Predecessor December 31, December 31, 2020 2019 Beginning Balance $ — $ — Goodwill arising from the Adcole acquisition 21,525 — Goodwill arising from the DSS acquisition 3,984 — Goodwill arising from the MIS acquisition 15,320 — Goodwill arising from the Roccor acquisition 6,725 — Goodwill arising from the LoadPath acquisition 4,813 — Change arising from impact of foreign currency 344 — Ending Balance $ 52,711 $ — |
Intangible Assets (Tables)_2
Intangible Assets (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Intangible Assets | ||
Schedule of intangible asset balances and accumulated amortization | Successor As of June 30, 2021 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 48,485 $ (2,246) $ 46,239 19 Technology 42,812 (3,677) 39,135 14 Trademarks 6,591 (969) 5,622 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 256 — 256 Total $ 98,444 $ (6,892) $ 91,552 Successor December 31, 2020 Weighted Gross Net average carrying Accumulated carrying useful life amount amortization amount in years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 | Successor December 31, 2020 Weighted useful Gross Net average carrying Accumulated carrying life in amount amortization amount years Intangible assets subject to amortization: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Intangible assets not subject to amortization: Cosmos Tradename 300 — 300 IPR&D 208 — 208 Total $ 63,761 $ (2,800) $ 60,961 |
Debt (Tables)_2
Debt (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Schedule of long-term debt | Successor June 30, December 31, 2021 2020 2Adams Street Term Loan $ 30,845 $ 31,000 Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan 14,925 — Adams Street Incremental Term Loan 31,920 — SVB Loan Agreement 41,626 46,500 DSS PPP Loan 450 1,058 Total debt $ 119,766 $ 78,558 Less: unamortized discounts and issuance costs 1,812 842 Total debt, net $ 117,954 $ 77,716 Less: current portion 1,230 1,074 Long-term debt, net $ 116,724 $ 76,642 | The Predecessor and the Successor debt balances are summarized as follows: Successor Predecessor December 31, December 31, 2020 2019 Crestmark Equipment Finance Agreement $ — $ 283 Navitas Credit Corp. Equipment Finance Agreement — 71 2017 Space Florida Loan — 1,000 2018 Space Florida Loan — 1,000 2019 Space Florida Loan — 1,000 Adams Street Term Loan 31,000 — Adams Street Revolving Credit Facility — — Adams Street Delayed Draw Term Loan — — SVB Loan Agreement 46,500 — DSS PPP Loan 1,058 — Total debt $ 78,558 $ 3,354 Less: unamortized discounts and issuance costs 842 50 Total debt, net $ 77,716 $ 3,304 Less: current portion 1,074 208 Long-term debt, net $ 76,642 $ 3,096 |
Schedule of maturities of long term debt | 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan $ 155 $ 310 $ 310 $ 310 $ 310 $ 29,450 $ 30,845 Adams Street Incremental Term Loan 160 320 320 320 320 30,480 31,920 Adams Street Delayed Draw Term Loan 75 150 150 150 150 14,250 14,925 SVB Loan Agreement — 41,626 — — — — 41,626 DSS PPP Loan 450 — — — — — 450 Total $ 840 $ 42,406 $ 780 $ 780 $ 780 $ 74,180 $ 119,766 | The maturities of the Company’s long-term debt outstanding as of December 31, 2020 (Successor) are as follows: 2021 2022 2023 2024 2025 Thereafter Total Adams Street Term Loan 310 310 310 310 310 29,450 31,000 SVB Loan Agreement — 46,500 — — — — 46,500 DSS PPP Loan 764 294 — — — — 1,058 Total 1,074 47,104 310 310 310 29,450 78,558 |
Leases (Tables)_2
Leases (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Summary of the future annual minimum lease payments for operating leases | Fiscal Year Total 2021 Remaining $ 1,427 2022 3,320 2023 3,553 2024 3,525 2025 2,578 Thereafter 3,385 Total $ 17,788 | Fiscal Year Total 2021 $ 1,620 2022 1,633 2023 1,647 2024 1,675 2025 1,363 Thereafter 570 Total $ 8,508 |
Income Taxes (Tables)_2
Income Taxes (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Summary of effective income tax rate on pre-tax income from continuing operations | Successor Predecessor Six month Period from Period from period ended February 10, January 1, June 30, 2020 to June 30, 2020 to June 21, 2021 2020 2020 Effective tax rate 9.2 % 20.5 % 22.4 % | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Tax (benefit) at federal statutory rates $ (3,787) $ (361) $ (703) State income tax (benefit), net of federal tax benefit (595) 29 (30) Research and development tax credits (20) (460) (636) Permanent differences 57 (17) 44 Tax (benefits) /non-deductible expense related to stock compensation — (119) 458 Acquisition costs 685 — — Reserves for unrecognized income tax benefits 1 386 644 Change in valuation allowance — 129 166 Other — 29 67 $ (3,659) $ (384) $ 10 |
Schedule of components of income before income taxes and income tax expense | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Income before income taxes: U.S. $ (18,017) $ (1,783) $ (2,976) Foreign (16) 65 (371) $ (18,033) $ (1,718) $ (3,347) Income tax expense (benefit): Federal: Current — (387) 7 Deferred (3,064) — — (3,064) (387) 7 State: Current — 3 3 Deferred (595) — — (595) 3 3 Foreign: Current — — — Deferred — — — — — — $ (3,659) $ (384) $ 10 | |
Schedule of components of net deferred tax assets (liabilities) | Successor Predecessor December 31, December 31, 2020 2019 Deferred tax assets: Accrued expenses and reserves $ 493 $ 5 Deferred rent 82 50 Tax credit carryforwards 346 6 Deferred revenue 1,168 1,006 Net operating loss carryforwards 3,467 325 Interest disallowance 271 — Equity-based compensation — 142 Total deferred tax assets 5,827 1,534 Valuation allowance (57) (1,505) Net deferred tax assets 5,770 29 Deferred tax liabilities: Depreciation and amortization (12,949) (1) Other (188) (28) Total deferred tax liabilities (13,137) (29) As reported: Net deferred tax assets (liabilities) $ (7,367) $ — | |
Schedule of changes in valuation allowance | Provision Balance Balance at Charged at Beginning (Credited) End of of Year to Expense Acquired Year Description Successor period from February 10, 2020 to December 31, 2020 $ — $ (20) $ 77 $ 57 Predecessor period from January 1, 2020 to June 21, 2020 $ 1,505 $ 112 $ — $ 1,617 Predecessor year ended December 31, 2019 $ 1,244 $ 261 $ — $ 1,505 | |
Schedule of changes in reserves for unrecognized income tax benefits | Successor Predecessor Period from February 10, Period from 2020 to January 1, 2020 Year ended December 31, to June 21, December 31, 2020 2020 2019 Unrecognized tax benefits, beginning of period $ 1,671 $ 1,275 $ 639 Increases for tax positions taken related to a prior period — 105 — Increases for tax positions taken during the current period — 291 636 Unrecognized tax benefits, end of period $ 1,671 $ 1,671 $ 1,275 |
Net Loss per Unit (Tables)_2
Net Loss per Unit (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Net Loss per Unit | ||
Shedule of the basic and diluted net loss per Unit | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Six month period Period from ended June 30, February 10, 2020 2021 to June 30, 2020 Numerator: Net loss $ (23,575) $ (4,972) Denominator: Weighted average Units outstanding – basic and diluted 100 100 Basic and diluted loss per Unit $ (236) $ (50) | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except for Unit data): Successor Period from February 10, 2020 to December 31, 2020 Basic and diluted net income (loss) per Unit Numerator: Net loss $ (14,374) Denominator: Weighted average Units outstanding – basic and diluted 100 Basic and diluted net income (loss) per Unit (144) |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue | ||
Schedule of revenue by customer group | Revenues by customer grouping are as follows: Successor Predecessor Six month period Period from Period from ended June 30, February 10, 2020 to January 1, 2020 2021 June 30, 2020 to June 21, 2020 Civil space $ 30,850 $ 1,531 $ 15,844 National security 15,780 1,629 684 Commercial and other 17,216 2,011 123 Total revenues $ 63,846 $ 5,171 $ 16,651 | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 Civil Space $ 23,571 $ 15,844 $ 17,751 National security 7,034 684 1,043 Commercial and other 10,180 123 219 Total net revenues $ 40,785 $ 16,651 $ 19,013 |
Schedule of revenue by geographical area | Revenues based on the geographic location of the Company’s customers are as follows: Successor Predecessor Period from Period from January 1, Six months February 10, 2020 to 2020 period ended June 30, to June 21, June 30, 2021 2020 2020 U.S. $ 61,838 $ 5,004 $ 15,856 Luxembourg 1,915 51 795 Germany 17 — — Japan — 10 — South Korea 76 32 — Poland — 74 — Total revenues $ 63,846 $ 5,171 $ 16,651 | Successor Predecessor Period from Period from February 10, 2020 January 1, 2020 Year ended to December 31, to June 21, December 31, 2020 2020 2019 U.S. $ 38,774 $ 15,856 $ 18,795 Luxembourg 1,535 795 218 Germany 46 — — Japan 62 — — Korea 147 — — Poland 169 — — Taiwan 52 — — Total net revenues $ 40,785 $ 16,651 $ 19,013 |
Schedule of customers comprising 10% or more of revenues | The majority of the Company’s revenues are derived from government contracts. Customers comprising 10% or more of revenues are as follows: Successor Predecessor Period from Period from January 1, Six months February 10, 2020 to 2020 period ended June 30, to June 21, June 30, 2021 2020 2020 Air Force Research Laboratory $ 6,545 $ — $ — Boeing 9,049 — — Lockheed Martin — 1,291 — Loral — 551 — NASA 19,057 1,282 15,020 $ 34,651 $ 3,124 $ 15,020 |
Description of the Business (_2
Description of the Business (Details) - item | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 10, 2020 |
Product Information [Line Items] | |||
Number of minimum flight proven satellite missions | 150 | ||
Cosmos Intermediate, LLC | Cosmos Parent, LLC | |||
Product Information [Line Items] | |||
Percentage of equity owned | 100.00% | 100.00% | |
Cosmos Finance, LLC | |||
Product Information [Line Items] | |||
Percentage of equity owned | 100.00% | 100.00% | |
Cosmos Acquisition, LLC | Cosmos Finance, LLC | |||
Product Information [Line Items] | |||
Percentage of equity owned | 100.00% | 100.00% |
Business Combinations (Detail_2
Business Combinations (Details) $ / shares in Units, $ in Thousands | Aug. 20, 2021USD ($)shares | Feb. 17, 2021USD ($) | Jan. 15, 2021USD ($)shares | Dec. 11, 2020USD ($)shares | Oct. 28, 2020USD ($)shares | Jun. 30, 2020USD ($) | Jun. 22, 2020USD ($)shares | Jun. 01, 2020USD ($)shares | Mar. 02, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) |
Liabilities: | |||||||||||||||||||||||||
Goodwill | $ 69,333 | $ 52,711 | $ 52,711 | $ 69,333 | $ 69,333 | $ 69,333 | $ 52,711 | $ 52,711 | $ 52,711 | $ 52,711 | $ 52,711 | ||||||||||||||
Total intangible assets | $ 24,160 | ||||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | 2,419 | 9,944 | |||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Revenues | 68,153 | $ 57,290 | 84,770 | $ 56,129 | |||||||||||||||||||||
Net (loss) income | $ (22,066) | $ (3,908) | (9,131) | $ (12,978) | |||||||||||||||||||||
Achievement of revenue milestones | (i) $0 if Roccor revenue for the year ended December 31, 2021 is less than $30,000 thousand, (ii) $1,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $30,000 thousand but less than $40,000 thousand, (iii) $2,000 thousand if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $40,000 thousand. | ||||||||||||||||||||||||
Goodwill | 69,333 | 52,711 | 52,711 | 69,333 | 69,333 | $ 69,333 | 52,711 | 52,711 | 52,711 | 52,711 | $ 52,711 | ||||||||||||||
Revenue volatility | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 13,400 | ||||||||||||||||||||||||
Adcole Acquisition | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
Cash paid | $ 32,640 | ||||||||||||||||||||||||
Purchase consideration | 32,640 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash | 156 | ||||||||||||||||||||||||
Accounts receivable | 840 | ||||||||||||||||||||||||
Contract assets | 1,427 | ||||||||||||||||||||||||
Inventory | 212 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 661 | ||||||||||||||||||||||||
Property, plant and equipment | 444 | ||||||||||||||||||||||||
Intangible assets | 9,690 | ||||||||||||||||||||||||
Total | 13,430 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 894 | ||||||||||||||||||||||||
Accrued expenses | 644 | ||||||||||||||||||||||||
Deferred revenue | 777 | ||||||||||||||||||||||||
Total | 2,315 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 11,115 | ||||||||||||||||||||||||
Goodwill | 21,525 | ||||||||||||||||||||||||
Total intangible assets | $ 9,690 | ||||||||||||||||||||||||
Goodwill deductible period | 15 years | 15 years | |||||||||||||||||||||||
Post-acquisition net revenues | $ 3,373 | 8,096 | |||||||||||||||||||||||
Post-acquisition net loss | 279 | (1,878) | |||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 2,055 | 2,055 | |||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||||||
Goodwill | $ 21,525 | ||||||||||||||||||||||||
DSS Acquisition | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
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 | 4,122 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 284 | ||||||||||||||||||||||||
Deferred revenue | 188 | ||||||||||||||||||||||||
Current Portion of long-term debt | 353 | ||||||||||||||||||||||||
Other current liabilities | 1,178 | ||||||||||||||||||||||||
Long-term debt | 705 | ||||||||||||||||||||||||
Deferred tax liabilities | 458 | ||||||||||||||||||||||||
Total | 3,166 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 956 | ||||||||||||||||||||||||
Goodwill | 3,984 | 3,899 | 3,899 | 3,899 | $ 3,899 | ||||||||||||||||||||
Total intangible assets | $ 850 | ||||||||||||||||||||||||
Post-acquisition net revenues | 5,381 | ||||||||||||||||||||||||
Post-acquisition net loss | (1,707) | ||||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | 434 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||||||
Number of Units issued | shares | 1,000,000 | ||||||||||||||||||||||||
Measurement period adjustment to goodwill | (85) | ||||||||||||||||||||||||
Goodwill | $ 3,984 | 3,899 | 3,899 | 3,899 | 3,899 | ||||||||||||||||||||
MIS Acquisition | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
Cash paid | $ 42,177 | ||||||||||||||||||||||||
Equity issued | 2,616 | ||||||||||||||||||||||||
Contingent consideration | 600 | ||||||||||||||||||||||||
Purchase consideration | 45,393 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash | 13,559 | ||||||||||||||||||||||||
Accounts receivable | 585 | ||||||||||||||||||||||||
Contract assets | 665 | ||||||||||||||||||||||||
Property, plant and equipment | 451 | ||||||||||||||||||||||||
Intangible assets | 35,000 | ||||||||||||||||||||||||
Other non-current assets | 676 | ||||||||||||||||||||||||
Total | 50,936 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 3,689 | ||||||||||||||||||||||||
Deferred revenue | 7,128 | ||||||||||||||||||||||||
Other current liabilities | 2,749 | ||||||||||||||||||||||||
Deferred tax liabilities | 7,297 | ||||||||||||||||||||||||
Total | 20,863 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 30,073 | ||||||||||||||||||||||||
Goodwill | 15,320 | 14,808 | 14,808 | 14,808 | 14,808 | ||||||||||||||||||||
Total intangible assets | $ 35,000 | ||||||||||||||||||||||||
Post-acquisition net revenues | $ 990 | 22,061 | |||||||||||||||||||||||
Post-acquisition net loss | 793 | (1,186) | |||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 4,132 | $ 4,132 | |||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Cash paid for shares | $ 1,552 | ||||||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||||||
Number of Units issued | shares | 1,354,088 | 2,615,726 | |||||||||||||||||||||||
Earnout amount per share | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
Maximum MIS revenue for earnout amount | $ 40,000 | $ 40,000 | |||||||||||||||||||||||
Maximum contingent earnout | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | ||||||||||||||||||
Minimum contingent earnout | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Earnout amount | 9,939 | ||||||||||||||||||||||||
Fair value of the contingent earnout including equity | 11,491 | 11,491 | 11,491 | 11,491 | |||||||||||||||||||||
Fair value of the contingent earnout | 10,889 | 10,889 | 10,889 | 10,889 | |||||||||||||||||||||
Measurement period adjustment to goodwill | (512) | ||||||||||||||||||||||||
Goodwill | $ 15,320 | $ 14,808 | $ 14,808 | $ 14,808 | $ 14,808 | ||||||||||||||||||||
MIS Acquisition | Risk-free interest rate | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 0.2 | 0.05 | 0.05 | 0.05 | 0.05 | ||||||||||||||||||||
MIS Acquisition | Revenue discount rate | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 6.5 | ||||||||||||||||||||||||
MIS Acquisition | Revenue volatility | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 30 | 51.7 | 51.7 | 51.7 | 51.7 | ||||||||||||||||||||
MIS Acquisition | Earnout payment discount rate | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 5.9 | ||||||||||||||||||||||||
Roccor Acquisition | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
Cash paid | 15,683 | ||||||||||||||||||||||||
Equity issued | 1,565 | ||||||||||||||||||||||||
Contingent consideration | 657 | ||||||||||||||||||||||||
Purchase consideration | 17,905 | ||||||||||||||||||||||||
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 | 23,364 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 1,880 | ||||||||||||||||||||||||
Deferred revenue | 3,240 | ||||||||||||||||||||||||
Other current liabilities | 5,112 | ||||||||||||||||||||||||
Deferred tax liabilities | 1,952 | ||||||||||||||||||||||||
Total | 12,184 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 11,180 | ||||||||||||||||||||||||
Goodwill | 6,725 | $ 6,041 | $ 6,041 | $ 6,041 | $ 6,041 | ||||||||||||||||||||
Total intangible assets | $ 13,400 | ||||||||||||||||||||||||
Post-acquisition net revenues | 5,003 | ||||||||||||||||||||||||
Post-acquisition net loss | 338 | ||||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 1,838 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||||||
Number of Units issued | shares | 1,564,531 | ||||||||||||||||||||||||
Earnout amount | 225 | ||||||||||||||||||||||||
Fair value of the contingent earnout | $ 550 | 550 | 550 | 550 | 550 | ||||||||||||||||||||
Measurement period adjustment to goodwill | (684) | ||||||||||||||||||||||||
Goodwill | 6,725 | $ 6,041 | $ 6,041 | $ 6,041 | 6,041 | ||||||||||||||||||||
PBR Escrow amount | 466 | 466 | |||||||||||||||||||||||
PBR Variance amount | 359 | 359 | |||||||||||||||||||||||
PBR Escrow contingent consideration | 107 | 107 | |||||||||||||||||||||||
PBR Escrow amount paid | $ 107 | $ 107 | |||||||||||||||||||||||
Roccor Acquisition | Revenue less than $30,000 | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Earnout amount | 0 | $ 0 | |||||||||||||||||||||||
Roccor Acquisition | Revenue equal to or greater than $30,000 thousand but less than $40,000 thousand | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Earnout amount | 1,000 | 1,000 | |||||||||||||||||||||||
Roccor Acquisition | Revenue equal to or greater than $40,000 thousand | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Earnout amount | $ 2,000 | $ 2,000 | |||||||||||||||||||||||
Roccor Acquisition | Risk-free interest rate | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | ||||||||||||||||||||
Roccor Acquisition | Revenue discount rate | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 7 | 7 | 7 | 7 | 7 | ||||||||||||||||||||
Roccor Acquisition | Revenue volatility | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 30 | 30 | 30 | 30 | 30 | ||||||||||||||||||||
Roccor Acquisition | Earnout payment discount rate | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
MIS Black-Scholes OPM Assumption | 4 | 4 | 4 | 4 | 4 | ||||||||||||||||||||
LoadPath Acquisition | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
Cash paid | $ 7,598 | ||||||||||||||||||||||||
Equity issued | 800 | ||||||||||||||||||||||||
Purchase consideration | 8,398 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash | 995 | ||||||||||||||||||||||||
Accounts receivable | 1,208 | ||||||||||||||||||||||||
Contract assets | 187 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 2 | ||||||||||||||||||||||||
Property, plant and equipment | 42 | ||||||||||||||||||||||||
Intangible assets | 4,230 | ||||||||||||||||||||||||
Total | 6,664 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 334 | ||||||||||||||||||||||||
Deferred revenue | 394 | ||||||||||||||||||||||||
Other current liabilities | 1,203 | ||||||||||||||||||||||||
Deferred tax liabilities | 1,148 | ||||||||||||||||||||||||
Total | 3,079 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 3,585 | ||||||||||||||||||||||||
Goodwill | 4,813 | ||||||||||||||||||||||||
Total intangible assets | $ 4,230 | ||||||||||||||||||||||||
Post-acquisition net revenues | 245 | ||||||||||||||||||||||||
Post-acquisition net loss | (32) | ||||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 1,485 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||||||
Number of Units issued | shares | 800,000 | ||||||||||||||||||||||||
Goodwill | $ 4,813 | ||||||||||||||||||||||||
Oakman acquisition | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
Cash paid | $ 12,142 | ||||||||||||||||||||||||
Equity issued | 2,110 | ||||||||||||||||||||||||
Purchase consideration | 14,252 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Accounts receivable | 1,279 | ||||||||||||||||||||||||
Contract assets | 121 | ||||||||||||||||||||||||
Inventory | 40 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 50 | ||||||||||||||||||||||||
Property, plant and equipment | 493 | ||||||||||||||||||||||||
Intangible assets | 10,600 | ||||||||||||||||||||||||
Total | 12,583 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 46 | ||||||||||||||||||||||||
Accrued expenses | 2,022 | ||||||||||||||||||||||||
Deferred revenue | 253 | ||||||||||||||||||||||||
Other current liabilities | 45 | ||||||||||||||||||||||||
Deferred tax liabilities | 2,831 | ||||||||||||||||||||||||
Total | 5,197 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 7,386 | ||||||||||||||||||||||||
Goodwill | 6,866 | ||||||||||||||||||||||||
Total intangible assets | $ 10,600 | ||||||||||||||||||||||||
Post-acquisition net revenues | $ 2,688 | ||||||||||||||||||||||||
Post-acquisition net loss | 564 | ||||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 657 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||||||
Number of Units issued | shares | 1,000,000 | ||||||||||||||||||||||||
Goodwill | $ 6,866 | ||||||||||||||||||||||||
DPSS acquisition | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
Cash paid | 27,305 | ||||||||||||||||||||||||
Purchase consideration | 27,305 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash | 711 | ||||||||||||||||||||||||
Accounts receivable | 1,270 | ||||||||||||||||||||||||
Contract assets | 1,534 | ||||||||||||||||||||||||
Inventory | 3 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 53 | ||||||||||||||||||||||||
Property, plant and equipment | 734 | ||||||||||||||||||||||||
Intangible assets | 24,160 | ||||||||||||||||||||||||
Other non-current assets | 48 | ||||||||||||||||||||||||
Total | 28,513 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 1,186 | ||||||||||||||||||||||||
Accrued expenses | 1,282 | ||||||||||||||||||||||||
Deferred revenue | 3,830 | ||||||||||||||||||||||||
Deferred tax liabilities | 6,058 | ||||||||||||||||||||||||
Total | 12,356 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 16,157 | ||||||||||||||||||||||||
Goodwill | $ 11,148 | ||||||||||||||||||||||||
Post-acquisition net revenues | $ 808 | $ 10,888 | |||||||||||||||||||||||
Post-acquisition net loss | 27 | (294) | |||||||||||||||||||||||
Acquisition-related costs included in transaction expenses | $ 434 | $ 1,566 | |||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Equity interest acquired (in percent) | 100.00% | ||||||||||||||||||||||||
Goodwill | $ 11,148 | ||||||||||||||||||||||||
DPSS acquisition | Minimum | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Goodwill measurement period adjustment | $ 244 | ||||||||||||||||||||||||
DPSS acquisition | Maximum | |||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Goodwill measurement period adjustment | $ 11,148 | ||||||||||||||||||||||||
MIS Acquisition. | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
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 | 51,448 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 3,689 | ||||||||||||||||||||||||
Deferred revenue | 7,128 | ||||||||||||||||||||||||
Other current liabilities | 2,749 | ||||||||||||||||||||||||
Deferred tax liabilities | 7,297 | ||||||||||||||||||||||||
Total | 20,863 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 30,585 | ||||||||||||||||||||||||
Goodwill | 14,808 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Goodwill | 14,808 | ||||||||||||||||||||||||
DSS Acquisition. | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
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 | 4,122 | ||||||||||||||||||||||||
Roccor Acquisition. | |||||||||||||||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||||||||||||||
Cash paid | $ 14,999 | ||||||||||||||||||||||||
Equity issued | 1,565 | ||||||||||||||||||||||||
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 | 23,364 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Accounts payable | 1,880 | ||||||||||||||||||||||||
Deferred revenue | 3,240 | ||||||||||||||||||||||||
Other current liabilities | 5,112 | ||||||||||||||||||||||||
Deferred tax liabilities | 1,952 | ||||||||||||||||||||||||
Total | 12,184 | ||||||||||||||||||||||||
Fair value of net identifiable assets acquired | 11,180 | ||||||||||||||||||||||||
Goodwill | 6,041 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||||||||||||||
Goodwill | 6,041 | ||||||||||||||||||||||||
Trademarks | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 160 | ||||||||||||||||||||||||
Trademarks | Revenue volatility | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 1,200 | ||||||||||||||||||||||||
Trademarks | Adcole Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 1,000 | ||||||||||||||||||||||||
Trademarks | DSS Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 150 | ||||||||||||||||||||||||
Trademarks | MIS Acquisition | |||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Intangible assets | 3,400 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 3,400 | ||||||||||||||||||||||||
Trademarks | Roccor Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 1,200 | ||||||||||||||||||||||||
Trademarks | LoadPath Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 560 | ||||||||||||||||||||||||
Trademarks | Oakman acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 100 | ||||||||||||||||||||||||
Technology | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 11,900 | ||||||||||||||||||||||||
Technology | Revenue volatility | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 6,500 | ||||||||||||||||||||||||
Technology | Adcole Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 2,400 | ||||||||||||||||||||||||
Technology | MIS Acquisition | |||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Intangible assets | 16,000 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 16,000 | ||||||||||||||||||||||||
Technology | Roccor Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 6,500 | ||||||||||||||||||||||||
Technology | LoadPath Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 370 | ||||||||||||||||||||||||
Technology | Oakman acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 5,600 | ||||||||||||||||||||||||
Customer relationships | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 12,100 | ||||||||||||||||||||||||
Customer relationships | Revenue volatility | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 5,700 | ||||||||||||||||||||||||
Customer relationships | Adcole Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | 6,100 | ||||||||||||||||||||||||
Customer relationships | DSS Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 700 | ||||||||||||||||||||||||
Customer relationships | MIS Acquisition | |||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Intangible assets | 15,600 | ||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 15,600 | ||||||||||||||||||||||||
Customer relationships | Roccor Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 5,700 | ||||||||||||||||||||||||
Customer relationships | LoadPath Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 3,300 | ||||||||||||||||||||||||
Customer relationships | Oakman acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 4,900 | ||||||||||||||||||||||||
In-process research and development ("IPR&D") | Adcole Acquisition | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Total intangible assets | $ 190 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Financial liabilities that are measured at fair value on a recurring basis (Details) - Recurring - Notes payable to sellers - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 12,266 | $ 1,257 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 12,266 | $ 1,257 |
Fair Value of Financial Instr_9
Fair Value of Financial Instruments - Changes in the fair value of contingent consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Changes in the fair value of contingent consideration | ||
December 31, 2020 | $ 1,257 | |
Additions | 227 | $ 1,257 |
Changes in fair value | 10,889 | |
Settlements | (107) | |
June 30, 2021 | $ 12,266 | $ 1,257 |
Fair Value of Financial Inst_10
Fair Value of Financial Instruments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Fair Value of Financial Instruments | |
Certificate of deposit | $ 126 |
Accounts Receivable, net (Det_2
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, net: | |||
Total | $ 12,478 | $ 6,057 | $ 6 |
Billed receivables | |||
Accounts Receivable, net: | |||
Total | 10,735 | 5,352 | $ 6 |
Unbilled receivables | |||
Accounts Receivable, net: | |||
Total | $ 1,743 | $ 705 |
Inventory (Details)_2
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory | |||
Inventory balance | $ 477 | $ 330 | $ 0 |
Property, Plant and Equipment_6
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Less: accumulated depreciation | $ (1,110) | $ (307) | $ (70) | |
Property, plant and equipment, net | 5,115 | 3,262 | 253 | |
Depreciation expense | $ 41 | 797 | 59 | |
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 1,103 | 739 | 128 | |
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 626 | 442 | 43 | |
Laboratory equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 2,009 | 1,357 | 13 | |
Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 736 | 359 | 36 | |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | 1,447 | $ 672 | $ 103 | |
Construction in process | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, Gross | $ 304 |
Goodwill - Changes in carrying
Goodwill - Changes in carrying amount (Details) - USD ($) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Begining Balance | $ 52,711,000 | |
Change arising from impact of foreign currency | $ 344,000 | |
Ending Balance | 69,333,000 | 52,711,000 |
Adcole Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 21,525,000 | |
DSS Acquisition | ||
Goodwill [Roll Forward] | ||
Measurement period adjustment | (85,000) | |
Goodwill arising from acquisition | 3,984 | |
Ending Balance | 3,899,000 | |
MIS Acquisition | ||
Goodwill [Roll Forward] | ||
Measurement period adjustment | (512,000) | |
Goodwill arising from acquisition | 15,320,000 | |
Ending Balance | 14,808,000 | |
Roccor Acquisition | ||
Goodwill [Roll Forward] | ||
Measurement period adjustment | (684,000) | |
Goodwill arising from acquisition | 6,725,000 | |
Ending Balance | 6,041,000 | |
LoadPath Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | $ 4,813,000 | |
Oakman acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 6,866,000 | |
DPSS acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 11,148,000 | |
Change arising from impact of foreign currency | $ (111,000) |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | Oct. 01, 2020segment | Jun. 30, 2021item |
Goodwill | ||
Number of Reporting Units | 3 | 3 |
Intangible Assets - Intangibl_2
Intangible Assets - Intangible asset balances and accumulated amortization (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, Accumulated amortization | $ (6,892) | $ (2,800) | |||
Gross carrying amount | 98,444 | 63,761 | |||
Accumulated amortization | $ (379) | (4,092) | $ 0 | (2,800) | $ 0 |
Net carrying amount | 91,552 | 60,961 | |||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, Gross carrying amount | 48,485 | 31,541 | |||
Intangible assets subject to amortization, Accumulated amortization | (2,246) | (899) | |||
Intangible assets subject to amortization, Net carrying amount | $ 46,239 | $ 30,642 | |||
Intangible assets subject to amortization, Weighted useful average life in years | 19 years | 19 years | |||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, Gross carrying amount | $ 42,812 | $ 25,368 | |||
Intangible assets subject to amortization, Accumulated amortization | (3,677) | (1,508) | |||
Intangible assets subject to amortization, Net carrying amount | $ 39,135 | $ 23,860 | |||
Intangible assets subject to amortization, Weighted useful average life in years | 14 years | 12 years | |||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, Gross carrying amount | $ 6,591 | $ 6,344 | |||
Intangible assets subject to amortization, Accumulated amortization | (969) | (393) | |||
Intangible assets subject to amortization, Net carrying amount | $ 5,622 | $ 5,951 | |||
Intangible assets subject to amortization, Weighted useful average life in years | 9 years | 9 years | |||
Cosmos Tradename | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, Accumulated amortization | $ 0 | ||||
Intangible assets not subject to amortization, Carrying amount | $ 300 | 300 | |||
IPR&D | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, Accumulated amortization | 0 | ||||
Intangible assets not subject to amortization, Carrying amount | $ 256 | $ 208 |
Intangible Assets (Details)_2
Intangible Assets (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets | |||||
Amortization expense | $ 379 | $ 4,092 | $ 0 | $ 2,800 | $ 0 |
Estimated amortization expense year 1 | 6,274 | ||||
Estimated amortization expense year 2 | 6,111 | ||||
Estimated amortization expense year 3 | 5,957 | ||||
Estimated amortization expense year 4 | 5,570 | ||||
Estimated amortization expense year 5 | $ 5,145 |
Debt - Adams Capital Credit Agr
Debt - Adams Capital Credit Agreement and Silicon Valley Bank Loan Agreement (Details) - USD ($) | Jan. 15, 2021 | Oct. 28, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 17, 2021 | Jun. 22, 2020 | Dec. 04, 2019 | Oct. 23, 2019 | Dec. 17, 2018 | May 13, 2017 | Mar. 29, 2017 |
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 119,766,000 | $ 78,558,000 | $ 3,354,000 | ||||||||||
Face amount of debt | $ 1,022,000 | ||||||||||||
Interest expense | 3,192,000 | 83,000 | $ 1,074,000 | 134,000 | |||||||||
Debt instrument spread rate | 6.00% | ||||||||||||
Effective interest rate | 2.78% | ||||||||||||
Crestmark Equipment Finance Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 283,000 | $ 715,000 | |||||||||||
Interest expense | $ 0 | ||||||||||||
Navitas Credit Corp. Equipment Finance Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 71,000 | $ 72,000 | |||||||||||
Interest expense | $ 83,000 | ||||||||||||
Space Florida Loans | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 3,000,000 | ||||||||||||
Interest expense | 139,000 | ||||||||||||
2017 Space Florida Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 1,000,000 | $ 1,000,000 | |||||||||||
2018 Space Florida Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | 1,000,000 | $ 1,000,000 | |||||||||||
2019 Space Florida Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 1,000,000 | $ 1,000,000 | |||||||||||
Adams Street Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 31,000,000 | 30,845,000 | $ 31,000,000 | ||||||||||
Debt instrument spread rate | 6.00% | ||||||||||||
Effective interest rate | 7.23% | ||||||||||||
Adams Street Term Loan | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument floor rate | 1.00% | ||||||||||||
Adams Street Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 5,000,000 | ||||||||||||
Debt instrument spread rate | 6.00% | ||||||||||||
Effective interest rate | 7.23% | ||||||||||||
Undrawn commitment fees (in percentage) | 0.50% | ||||||||||||
Adams Street Revolving Credit Facility | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument floor rate | 1.00% | ||||||||||||
Adams Street Delayed Draw Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 15,000,000 | 14,925,000 | |||||||||||
Amount drawn | $ 15,000,000 | ||||||||||||
Effective interest rate | 7.23% | ||||||||||||
Adams Street Delayed Draw Term Loan | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument floor rate | 1.00% | ||||||||||||
Adams Street Incremental Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt amount | $ 31,920,000 | ||||||||||||
Face amount of debt | $ 32,000,000 |
Debt - Paycheck Protection Pr_2
Debt - Paycheck Protection Program ("PPP") Loans (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 18, 2021 | Dec. 31, 2020 | May 01, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Debt amount | $ 119,766 | $ 78,558 | $ 3,354 | ||
MIS PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt amount | 1,463 | ||||
LoadPath PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt amount | 339 | ||||
DSS PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Debt amount | $ 450 | $ 608 | $ 1,058 | $ 1,058 | |
Interest rate | 1.00% |
Debt - Successor Debt Balances
Debt - Successor Debt Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 18, 2021 | Dec. 31, 2020 | Oct. 28, 2020 | Aug. 31, 2020 | May 01, 2020 | Dec. 31, 2019 | Dec. 04, 2019 | Oct. 23, 2019 | Dec. 17, 2018 | May 13, 2017 | Mar. 29, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 119,766 | $ 78,558 | $ 3,354 | |||||||||
Less: unamortized discounts and issuance costs | (1,812) | (842) | (50) | |||||||||
Total debt, net | 117,954 | 77,716 | 3,304 | |||||||||
Less: current portion | 1,230 | 1,074 | 208 | |||||||||
Long-term debt | 116,724 | 76,642 | 3,096 | |||||||||
Crestmark Equipment Finance Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 283 | $ 715 | ||||||||||
Navitas Credit Corp. Equipment Finance Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 71 | $ 72 | ||||||||||
2017 Space Florida Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 1,000 | $ 1,000 | ||||||||||
2018 Space Florida Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 1,000 | $ 1,000 | ||||||||||
2019 Space Florida Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 1,000 | $ 1,000 | ||||||||||
Adams Street Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 30,845 | 31,000 | $ 31,000 | |||||||||
Adams Street Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 5,000 | |||||||||||
Adams Street Delayed Draw Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 14,925 | 15,000 | ||||||||||
Adams Street Incremental Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 31,920 | |||||||||||
SVB Loan Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 41,626 | 46,500 | $ 568 | $ 45,350 | ||||||||
DSS PPP Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | $ 450 | $ 608 | $ 1,058 | $ 1,058 |
Debt - Long-Term Debt Outstan_2
Debt - Long-Term Debt Outstanding (Details) - USD ($) | 6 Months Ended | 11 Months Ended | |||||||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 18, 2021 | Feb. 17, 2021 | Oct. 28, 2020 | Aug. 31, 2020 | Jun. 21, 2020 | May 01, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||
2021 | $ 840,000 | $ 1,074,000 | |||||||
2022 | 42,406,000 | 47,104,000 | |||||||
2023 | 780,000 | 310,000 | |||||||
2024 | 780,000 | 310,000 | |||||||
2025 | 780,000 | 310,000 | |||||||
Thereafter | 74,180,000 | 29,450,000 | |||||||
Total debt | 119,766,000 | 78,558,000 | $ 3,354,000 | ||||||
Increase in principal amount | $ 1,022,000 | ||||||||
Amortization of debt issuance costs | 3,190,000 | 878,000 | |||||||
Adams Street Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
2021 | 155,000 | 310,000 | |||||||
2022 | 310,000 | 310,000 | |||||||
2023 | 310,000 | 310,000 | |||||||
2024 | 310,000 | 310,000 | |||||||
2025 | 310,000 | 310,000 | |||||||
Thereafter | 29,450,000 | 29,450,000 | |||||||
Total debt | 30,845,000 | 31,000,000 | $ 31,000,000 | ||||||
Adams Street Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 5,000,000 | ||||||||
Adams Street Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
2021 | 75,000 | ||||||||
2022 | 150,000 | ||||||||
2023 | 150,000 | ||||||||
2024 | 150,000 | ||||||||
2025 | 150,000 | ||||||||
Thereafter | 14,250,000 | ||||||||
Total debt | 14,925,000 | 15,000,000 | |||||||
Adams Street Incremental Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
2021 | 160,000 | ||||||||
2022 | 320,000 | ||||||||
2023 | 320,000 | ||||||||
2024 | 320,000 | ||||||||
2025 | 320,000 | ||||||||
Thereafter | 30,480,000 | ||||||||
Total debt | 31,920,000 | ||||||||
Increase in principal amount | $ 32,000,000 | ||||||||
SVB Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
2022 | 41,626,000 | 46,500,000 | |||||||
Total debt | 41,626,000 | 46,500,000 | 568,000 | $ 45,350,000 | |||||
Increase in principal amount | 41,626,000 | $ 5,718,000 | |||||||
DSS PPP Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
2021 | 450,000 | 764,000 | |||||||
2022 | 294,000 | ||||||||
Total debt | $ 450,000 | $ 1,058,000 | $ 608,000 | $ 1,058,000 |
Leases (Details)_2
Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 Remaining | $ 1,427 | |
2022 | 3,320 | $ 1,620 |
2023 | 3,553 | 1,633 |
2024 | 3,525 | 1,647 |
2025 | 2,578 | 1,675 |
2025 | 1,363 | |
Thereafter | 570 | |
Thereafter | 3,385 | |
Total | $ 17,788 | $ 8,508 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Option to extend | true | |||||
Lessee, Operating Lease, Renewal Term | 60 days | 60 days | ||||
Lease rent expense | $ 228 | $ 1,091 | $ 625 | |||
Lease rent expense | $ 106 | $ 777 | $ 228 | |||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Rent escalation | 1.50 | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Rent escalation | 3.23 | |||||
Office Equipment | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Option to extend | true | |||||
Lessee, Operating Lease, Renewal Term | 60 days | |||||
Facilities | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Option to extend | true | |||||
Lessee, Operating Lease, Renewal Term | 5 years | |||||
Facilities | Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Rent escalation | 1.50 | |||||
Facilities | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Rent escalation | 4.17 |
Income Taxes - Pre-tax Income f
Income Taxes - Pre-tax Income from Continuing Operations (Details) | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | |
Income Taxes | |||
Effective tax rate | 20.50% | 9.20% | 22.40% |
Income Taxes - Additional Inf_2
Income Taxes - Additional Information (Details) - USD ($) | 5 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||
Federal income tax rate | 21.00% | 21.00% | 21.00% | ||
Net deferred tax asset | $ 0 | $ 0 | $ 0 | ||
NOL carryforwards | $ 57 | $ 1,505 | |||
Deferred tax asset from NOL carryforwards | 3,467,000 | $ 325,000 | |||
Research and development credit carryforwards | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforwards | 344 | ||||
Tax credit carry forwards | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforwards | 2 | ||||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 13,202 | ||||
Deferred tax asset from NOL carryforwards | 2,772 | ||||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax asset from NOL carryforwards | 639,000 | ||||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax asset from NOL carryforwards | $ 56,000 |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)plan | Dec. 31, 2020USD ($)plan | |
Defined Contribution Plan Disclosure [Line Items] | |||
Number of Plans | plan | 5 | 3 | |
Expense recognized for matching contribution | $ | $ 0 | $ 591 | $ 187 |
Redwire plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Matching contribution (Percentage) | 50.00% | 50.00% | |
Roccor plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Matching contribution (Percentage) | 4.00% | 100.00% | |
LoadPath plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Matching contribution (Percentage) | 100.00% | 100.00% | |
Oakman Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Matching contribution (Percentage) | 100.00% | ||
DPSS Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Matching contribution (Percentage) | 100.00% |
Equity (Details)_2
Equity (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 22, 2020 | Oct. 11, 2019 |
Class of Stock [Line Items] | ||||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 | |||
Preferred stock shares issued | 0 | |||
Preferred stock shares outstanding | 0 | |||
Number of units issued | 100 | 100 | ||
number of units outstanding | 100 | 100 | ||
Class F Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock reallocated issued ( in percentage) | 2.50% | |||
Common stock reallocated outstanding ( in percentage) | 2.50% | |||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) $ / shares in Units, $ in Thousands | Jun. 30, 2021USD ($)tranche$ / shares |
Equity-Based Compensation | |
Participation threshold | $ / shares | $ 1 |
Number of tranches | tranche | 3 |
Unrecognized compensation costs | $ | $ 27,942 |
Net Loss per Unit (Details)_2
Net Loss per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||
Net Income (loss) | $ (4,972) | $ (23,575) | $ (1,334) | $ (14,374) | $ (3,357) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||||
Weighted average Units outstanding - basic and diluted | 100 | 100 | 100 | ||
Basic and diluted net income (loss) per Unit | $ (50) | $ (236) | $ (144) |
Revenue - Revenue By Customer G
Revenue - Revenue By Customer Group (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue [Line Items] | ||||||
Revenues | $ 5,171 | $ 63,846 | $ 16,651 | $ 16,651 | $ 40,785 | $ 19,013 |
Civil Space | ||||||
Revenue [Line Items] | ||||||
Revenues | 1,531 | 30,850 | 15,844 | 23,571 | 17,751 | |
National security | ||||||
Revenue [Line Items] | ||||||
Revenues | 1,629 | 15,780 | 684 | 7,034 | 1,043 | |
Commercial and other | ||||||
Revenue [Line Items] | ||||||
Revenues | $ 2,011 | $ 17,216 | $ 123 | $ 10,180 | $ 219 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2019 | |
Revenue | |||
Contract asset | $ 4,172 | $ 9,363 | |
Contract liability | 15,665 | $ 15,225 | $ 6,316 |
Contract with Customer, Liability, Increase (Decrease) for Contract Acquired in Business Combination | $ 11,423 |
Revenue - Performance Remaining
Revenue - Performance Remaining Obligation (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percentage of remaining performance obligations | 60.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-30 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Transaction price allocated to remaining performance obligations | $ 122,436 | |
Percentage of remaining performance obligations | 78.00% | |
Expected timing of satisfaction | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Transaction price allocated to remaining performance obligations | $ 122,019 | |
Expected timing of satisfaction | 12 months |
Revenue - Revenue By Geographic
Revenue - Revenue By Geographic Location (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue [Line Items] | ||||||
Total revenues | $ 5,171 | $ 63,846 | $ 16,651 | $ 16,651 | $ 40,785 | $ 19,013 |
U.S. | ||||||
Revenue [Line Items] | ||||||
Total revenues | 5,004 | 61,838 | 15,856 | 38,774 | 18,795 | |
Luxembourg | ||||||
Revenue [Line Items] | ||||||
Total revenues | 51 | 1,915 | $ 795 | 1,535 | $ 218 | |
Germany | ||||||
Revenue [Line Items] | ||||||
Total revenues | 17 | 46 | ||||
Japan | ||||||
Revenue [Line Items] | ||||||
Total revenues | 10 | 62 | ||||
South Korea | ||||||
Revenue [Line Items] | ||||||
Total revenues | 32 | $ 76 | 147 | |||
Poland | ||||||
Revenue [Line Items] | ||||||
Total revenues | $ 74 | $ 169 |
Revenue - Net Revenues by Major
Revenue - Net Revenues by Majority Companies (Details) $ in Thousands | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 21, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Concentration Risk [Line Items] | ||||||
Revenues | $ 5,171 | $ 63,846 | $ 16,651 | $ 16,651 | $ 40,785 | $ 19,013 |
Customer concentration | Revenue from contract with customer | ||||||
Concentration Risk [Line Items] | ||||||
Revenues | 3,124 | 34,651 | $ 15,020 | |||
Concentration risk (as a percent) | 10 | |||||
Customer concentration | Revenue from contract with customer | Air Force Research Laboratory | ||||||
Concentration Risk [Line Items] | ||||||
Revenues | 6,545 | |||||
Customer concentration | Revenue from contract with customer | Boeing | ||||||
Concentration Risk [Line Items] | ||||||
Revenues | 9,049 | |||||
Customer concentration | Revenue from contract with customer | Lockheed Martin | ||||||
Concentration Risk [Line Items] | ||||||
Revenues | 1,291 | |||||
Customer concentration | Revenue from contract with customer | Loral | ||||||
Concentration Risk [Line Items] | ||||||
Revenues | 551 | |||||
Customer concentration | Revenue from contract with customer | NASA | ||||||
Concentration Risk [Line Items] | ||||||
Revenues | $ 1,282 | $ 19,057 | $ 15,020 |
Related Parties (Details)_2
Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Jun. 05, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 15, 2022 | Jul. 15, 2022 | Jul. 06, 2021 |
Related Party Transaction [Line Items] | ||||||||
Parent units exchange | 300,000 | |||||||
Price per share | $ 1 | |||||||
payment to related party | $ 4,874 | |||||||
Support Fee | 2,726 | |||||||
Management Fee | 500 | |||||||
Deal closing fees | 2,226 | |||||||
Fees paid to related party | $ 2,726 | |||||||
Maximum additional funding to support operating, investing and financing activities | $ 20,000 | |||||||
Minimum Unencumbered Cash Balance | $ 30,000 | $ 30,000 | ||||||
Management fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related party | $ 200 | $ 324 | ||||||
Transaction fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related party | 1,660 | 900 | ||||||
Accounts Payable [Member] | Management fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related party | 162 | |||||||
AEI | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related party | $ 4,874 | $ 1,860 | $ 1,224 |
Subsequent Events (Details)_2
Subsequent Events (Details) $ in Thousands | Sep. 02, 2021USD ($)shares | Aug. 31, 2021USD ($) | Oct. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 21, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 17, 2021 | Jan. 15, 2021 |
Subsequent Event [Line Items] | |||||||||
Repayments of term loans | $ 5,194 | $ 102 | $ 4,661 | $ 182 | |||||
SVB Loan Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayments of term loans | $ 4,000 | ||||||||
Adams Street Term Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Consolidated total net leverage ratio | 6.50 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock issued by New Redwire | shares | 37,200,000 | ||||||||
Amount paid to parent in exchange for units | $ 75,000 | ||||||||
Proceeds from trust account and PIPE financing | 110,583 | ||||||||
Subsequent Event | SVB Loan Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayments of term loans | 41,555 | $ 172 | |||||||
Interest paid | 102 | ||||||||
Transaction cost paid | $ 38,747 | ||||||||
Oakman | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interests, percentage | 100.00% | ||||||||
DPSS | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interests, percentage | 100.00% | ||||||||
MIS Acquisition | |||||||||
Subsequent Event [Line Items] | |||||||||
Fair value of the contingent earnout including equity | $ 11,491 |