Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 04, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39733 | ||
Entity Registrant Name | Redwire Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1550429 | ||
Entity Address, Address Line One | 8226 Philips Highway | ||
Entity Address, Address Line Two | Suite 101 | ||
Entity Address, City or Town | Jacksonville | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32256 | ||
City Area Code | 650 | ||
Local Phone Number | 701-7722 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 132.2 | ||
Entity Common Stock, Shares Outstanding | 62,690,869 | ||
Documents Incorporated by Reference | Certain information in the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relating to the registrant’s 2022 Annual Meeting of Stockholders is incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001819810 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | RDW | ||
Security Exchange Name | NYSE | ||
Warrant liabilities | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each to purchase one share of Common Stock | ||
Trading Symbol | RDW WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor [Line Items] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Jacksonville, Florida |
Auditor Firm ID | 238 |
MIS | |
Auditor [Line Items] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Jacksonville, Florida |
Auditor Firm ID | 238 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 20,523 | $ 22,076 |
Accounts receivable, net | 16,262 | 6,057 |
Contract assets | 11,748 | 4,172 |
Inventory | 688 | 330 |
Income tax receivable | 688 | 688 |
Related party receivable | 0 | 4,874 |
Prepaid insurance | 2,819 | 0 |
Prepaid expenses and other current assets | 2,488 | 1,109 |
Total current assets | 55,216 | 39,306 |
Property, plant and equipment, net | 19,384 | 3,262 |
Goodwill | 96,314 | 52,711 |
Intangible assets, net | 90,842 | 60,961 |
Other non-current assets | 0 | 534 |
Total assets | 261,756 | 156,774 |
Current liabilities: | ||
Accounts payable | 13,131 | 7,158 |
Notes payable to sellers | 1,000 | 1,827 |
Short-term debt, including current portion of long-term debt | 2,684 | 1,074 |
Accrued expenses | 17,118 | 7,462 |
Deferred revenue | 15,734 | 15,665 |
Other current liabilities | 1,571 | 378 |
Total current liabilities | 51,238 | 33,564 |
Long-term debt | 74,867 | 76,642 |
Warrant liabilities | 19,098 | 0 |
Deferred tax liabilities | 8,601 | 7,367 |
Other non-current liabilities | 730 | 6 |
Total liabilities | 154,534 | 117,579 |
Shareholders’ Equity: | ||
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; none issued and outstanding as of December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 62,690,869 issued and outstanding as of December 31, 2021 and 37,200,000 issued and outstanding as of December 31, 2020 | 6 | 4 |
Additional paid-in capital | 183,024 | 53,059 |
Accumulated deficit | (75,911) | (14,374) |
Accumulated other comprehensive income (loss) | 103 | 506 |
Shareholders’ equity | 107,222 | 39,195 |
Total liabilities and shareholders’ equity | $ 261,756 | $ 156,774 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders’ Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock authorized (in shares) | 100,000,000 | |
Preferred stock outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 62,690,869 | 37,200,000 |
Common stock, shares outstanding (in shares) | 62,690,869 | 37,200,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 16,651 | $ 40,785 | $ 137,601 |
Cost of sales | 12,623 | 32,676 | 108,224 |
Gross margin | 4,028 | 8,109 | 29,377 |
Operating expenses: | |||
Selling, general and administrative | 5,260 | 13,103 | 78,695 |
Contingent earnout expense | 0 | 0 | 11,337 |
Transaction expenses | 0 | 9,944 | 5,016 |
Research and development | 387 | 2,008 | 4,516 |
Operating income (loss) | (1,619) | (16,946) | (70,187) |
Interest expense, net | 76 | 1,072 | 6,456 |
Other (income) expense, net | 23 | 15 | (3,837) |
Income (loss) before income taxes | (1,718) | (18,033) | (72,806) |
Income tax expense (benefit) | (384) | (3,659) | (11,269) |
Net income (loss) | $ (1,334) | $ (14,374) | $ (61,537) |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ 0 | $ (0.39) | $ (1.36) |
Net income (loss) per share, basic (in dollars per share) | $ 0 | $ (0.39) | $ (1.36) |
Weighted-average shares outstanding: | |||
Basic (in shares) | 0 | 37,200,000 | 45,082,544 |
Diluted (in shares) | 0 | 37,200,000 | 45,082,544 |
Comprehensive income (loss): | |||
Foreign currency translation gain (loss), net of tax | $ 2 | $ 506 | $ (403) |
Total other comprehensive income (loss), net of tax | 2 | 506 | (403) |
Total comprehensive income (loss) | $ (1,332) | $ (13,868) | $ (61,940) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Common StockClass F Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | |
Beginning balance (in shares) at Dec. 31, 2019 | 2,401,881 | 1,316,467 | |||||
Beginning balance at Dec. 31, 2019 | $ (13,196) | $ 0 | $ 0 | $ 10 | $ (13,198) | $ (8) | |
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) | |||||
Ending balance (in shares) at Jun. 21, 2020 | 2,401,881 | 1,316,467 | |||||
Ending balance at Jun. 21, 2020 | (13,530) | $ 0 | $ 0 | 1,008 | (14,532) | (6) | |
Beginning balance (in shares) at Feb. 09, 2020 | 0 | ||||||
Beginning balance at Feb. 09, 2020 | 0 | $ 0 | 0 | 0 | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Holdings' contributions (in shares) | [1] | 37,200,000 | |||||
Holdings’ contributions | [1] | 53,063 | $ 4 | 53,059 | |||
Foreign currency translation, net of tax | 506 | 506 | |||||
Net income (loss) | (14,374) | (14,374) | |||||
Ending balance (in shares) at Dec. 31, 2020 | 37,200,000 | ||||||
Ending balance at Dec. 31, 2020 | 39,195 | $ 4 | 53,059 | (14,374) | 506 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
GPAC shares net of redemptions, including PIPE, warrant liability, and Merger transaction costs (in shares) | 22,461,273 | ||||||
GPAC shares net of redemptions, including PIPE, warrant liability, and Merger transaction costs | 52,921 | $ 2 | 52,919 | ||||
Holdings' contributions (in shares) | 3,029,596 | ||||||
Holdings’ contributions | 40,646 | 40,646 | |||||
Earnout settlement in Holdings’ equity | 9,288 | 9,288 | |||||
Equity-based compensation expense | 27,112 | 27,112 | |||||
Foreign currency translation, net of tax | (403) | (403) | |||||
Net income (loss) | (61,537) | (61,537) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 62,690,869 | ||||||
Ending balance at Dec. 31, 2021 | $ 107,222 | $ 6 | $ 183,024 | $ (75,911) | $ 103 | ||
[1] | The units of the Company prior to the Merger (as defined in Note A) have been retroactively restated to reflect the exchange ratio established in the Merger (computed as 37,200,000 shares of common stock to 100 Company units). |
CONSOLIDATED STATEMENTS OF CASH
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, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (1,334) | $ (14,374) | $ (61,537) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 59 | 3,107 | 10,584 |
Amortization of debt issuance costs and discount | 134 | 30 | 304 |
Holdings’ contribution non-cash | 0 | 705 | 0 |
Equity-based compensation expense | 997 | 0 | 27,112 |
Loss on disposal of property and equipment | 0 | 227 | 0 |
Contingent earnout expense not yet settled | 0 | 0 | 448 |
Earnout settlement in Holdings’ equity | 0 | 0 | 9,288 |
Change in fair value of warrants | 0 | 0 | (2,629) |
Deferred provision (benefit) for income taxes | 0 | (3,658) | (11,405) |
Other | 0 | 0 | (6) |
Changes in assets and liabilities: | |||
(Increase) decrease in accounts receivable | (548) | (1,625) | (6,819) |
(Increase) decrease in contract assets | (433) | 11 | (4,995) |
(Increase) decrease in inventory | (30) | (67) | (195) |
(Increase) decrease in prepaid insurance | 0 | 0 | (2,819) |
(Increase) decrease in prepaid expenses and other assets | (354) | (568) | (527) |
Increase (decrease) in accounts payable and accrued expenses | 4,647 | 2,647 | 10,379 |
Increase (decrease) in deferred revenue | 64 | 3,621 | (4,497) |
Increase (decrease) in other liabilities | (40) | (5,706) | 564 |
Increase (decrease) in notes payable to seller | 0 | 0 | (608) |
Net cash provided by (used in) by operating activities | 3,162 | (15,650) | (37,358) |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | 0 | (79,531) | (40,558) |
Purchases of property, plant and equipment, net | (250) | (917) | (2,094) |
Purchase of intangible assets | 0 | 0 | (763) |
Advance to related party | 0 | (4,874) | 0 |
Settlement of related party receivable | 0 | 0 | 4,874 |
Net cash provided by (used in) investing activities | (250) | (85,322) | (38,541) |
Cash flows from financing activities: | |||
Repayments of loans | (102) | (4,661) | (52,800) |
Payment of loan fees to third parties | 0 | 0 | (62) |
Proceeds received from loans | 1,463 | 81,289 | 53,024 |
Payments for the Merger transaction costs | 0 | 0 | (35,935) |
Proceeds from the Merger | 0 | 0 | 110,583 |
Payment of contingent earnout | 0 | 0 | (600) |
Holdings’ contribution | 0 | 46,077 | 0 |
Net cash provided by (used in) financing activities | 1,361 | 122,705 | 74,210 |
Effect of foreign currency rate changes on cash and cash equivalents | (6) | 343 | 136 |
Net increase (decrease) in cash and cash equivalents | 4,267 | 22,076 | (1,553) |
Cash and cash equivalents at beginning of period | 9,292 | 0 | 22,076 |
Cash and cash equivalents at end of period | 13,559 | 22,076 | 20,523 |
Cash paid (received) during the period for: | |||
Interest | 70 | 196 | 6,017 |
Income taxes | 41 | 135 | 0 |
Earnout settlement | 0 | 0 | 1,602 |
Supplemental Schedule of Non-Cash Investing and Financing Activities: | |||
Holdings’ contribution for acquisition of businesses | 0 | (5,981) | 40,646 |
Purchase of intangible assets settled by Holdings | 0 | (300) | 0 |
Initial fair value of warrants at closing of Merger | 0 | 0 | 21,727 |
Capital expenditures not yet paid | $ 0 | $ 83 | $ 1,576 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Parenthetical) - shares | Dec. 31, 2021 | Sep. 02, 2021 | Sep. 01, 2021 | Dec. 31, 2020 |
Units outstanding (in shares) | 62,690,869 | 59,661,273 | 37,200,000 | |
Units issued (in shares) | 100 | |||
Cosmos Intermediate, LLC | ||||
Units outstanding (in shares) | 37,200,000 | |||
Genesis Park Acquisition Corp | ||||
Units outstanding (in shares) | 13,961,273 | |||
Genesis Park Acquisition Corp | Cosmos Intermediate, LLC | ||||
Units issued (in shares) | 100 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Redwire Corporation develops and manufactures mission critical space solutions and high reliability components for the next generation space economy. With decades of flight heritage combined with the agile and innovative culture of a commercial space platform, Redwire Corporation is uniquely positioned to assist our customers in solving the complex challenges of future space missions. 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. Following the acquisitions, the Successor became a wholly owned subsidiary of AE Red Holdings, LLC formerly known as Redwire, LLC (“Holdings”). Strategic acquisitions that augment our technology and product offerings are a key part of our growth strategy. The Company has completed eight acquisitions since March 2020, which collectively have provided us with a wide variety of complementary technologies and solutions to serve our target markets and customers. 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. During the year ended December 31, 2021, the following acquisitions were completed: • January 2021 – Acquired Oakman Aerospace, Inc. (“Oakman”), which specializes in the development of modular open system architecture, rapid spacecraft design and development, and custom missions, payloads, and data distribution services. • February 2021 – Acquired Deployable Space Systems, Inc. (“DPSS”), whose 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”), National Aeronautics and Space Administration (“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’s product portfolio includes the award-winning and patented ROSA (Roll-Out Solar Array), Integrated Modular Blanket Assembly; Rigid-Panel and Functional Advanced Concentrator Technology solar array technologies; a multitude of elastically and articulated deployable structures and booms, open-lattice booms, telescopic booms; and a variety of mission-enabling mechanisms for space applications. • November 2021 – Acquired Techshot, Inc. (“Techshot”), a leader in on-orbit manufacturing, biotechnology in microgravity, and bioprinting needed for commercial space-based biotechnology and pharmaceutical research and development. On September 2, 2021, the previously announced merger (the “Merger”) with Genesis Park Acquisition Corp. (“GPAC”) was consummated pursuant to the Agreement and Plan of Merger dated March 25, 2021 by and among GPAC, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of GPAC, Cosmos Intermediate, LLC and Holdings. Upon the closing of the Merger, GPAC was renamed to Redwire Corporation (“Redwire” or the “Company”), the SEC registrant. As a result of the Merger, the Company received aggregate gross proceeds of $110.6 million from the trust account of GPAC and PIPE proceeds. Proceeds from the Merger were partially used to repay the $41.6 million outstanding under the Silicon Valley Bank (“SVB”) Loan, including interest of $0.1 million, and Merger transaction costs and other costs paid through the funds flow of $38.7 million, consisting of marketing, legal and other professional fees. The Merger was accounted for as a reverse recapitalization in which GPAC was 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 Cosmos Intermediate, LLC in many respects. Immediately prior to the closing of the Merger, but following the consummation of the Company’s domestication to a Delaware corporation, the authorized capital stock of the Company consisted of 600,000,000 shares of capital stock, including (i) 500,000,000 shares of Redwire common stock with a par value $0.0001 per share and (ii) 100,000,000 shares of Redwire preferred stock. At the effective time of the Merger, the 100 company units of Cosmos Intermediate, LLC were cancelled and automatically deemed for all purposes to represent Holdings’ right to receive, in the aggregate, $75.0 million of cash, 37,200,000 shares of common stock and 2,000,000 warrants to purchase one share of common stock per warrant (with such amount of warrants corresponding to the forfeiture of certain private placement warrants acquired by Genesis Park Holdings (the “Sponsor”) and Jefferies LLC (“Jefferies”) in connection with GPAC’s initial public offering). The exchanged 37,200,000 shares of common stock consideration to Holdings, the GPAC common stock shares outstanding at the time of closing of 13,961,273, and the PIPE financing shares issued at closing of 8,500,000 made up the total of the 59,661,273 shares of common stock outstanding as of September 2, 2021. The 100 units of the Company prior to the Merger were retroactively restated to reflect the exchange ratio established in the Merger (computed as 37,200,000 shares of common stock to 100 Company units). The Company includes the Predecessor, which is comprised of MIS before its acquisition date, and the Successor, including Adcole, DSS, MIS, Roccor, LoadPath, Oakman, DPSS, and Techshot, after the acquisition of each, respectively. COVID-19 Operational Posture and Impact Since early 2020, the COVID-19 pandemic has created a climate of uncertainty which has significantly impacted global economies and the Company’s operating environment. Such impacts include, among others, supply chain disruptions, labor shortages, regulatory challenges, inflationary pressures, as well as market volatility. In addition, decreases in the availability, cost and delivery of supplies have caused shortages and delays for the procurement of raw materials, components and other supplies required to fulfill the Company’s performance obligations. The long-term impacts of COVID-19 on government budgets and other funding priorities are difficult to predict and could adversely affect the Company’s operations and financial results. There can be no assurances that actions or responsive measures taken on the part of the Company or governmental authorities will be successful in mitigating increased risks associated with COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented for the following periods: • as of December 31, 2021 and the year ended December 31, 2021 (the “Successor 2021 Period”), which includes the results of Adcole, DSS, MIS, Roccor and LoadPath from the beginning of the period as well as 2021 acquisitions Oakman, DPSS and Techshot from their respective acquisition dates. • as of December 31, 2020 and the period from February 10, 2020 (inception) to December 31, 2020 (the “Successor 2020 Period”), which includes the results of Adcole, DSS, MIS, Roccor and LoadPath from from their respective acquisition dates. • the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”), which only includes the results of MIS. 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 accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management has prepared the estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results could differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, valuation of goodwill and intangible assets, contingent consideration, revenue recognition, income taxes, and warrant liabilities. Business Combinations The Company utilizes the acquisition method of accounting in Accounting Standards Codification (“ASC”) 805, Business Combinations (“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 and comprehensive income (loss). 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 (“ASC 606”). Recognition under the ASC 606 five-step model involves (i) identification of the contract, (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations, and (v) revenue recognition as the performance obligations are satisfied. During step one of the five step model, the Company considers whether contracts should be combined or separated, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment is involved in determining whether a group of contracts may be combined or separated based on how the arrangement and the related performance criteria were negotiated. The conclusion to combine a group of contracts or separate a contract could change the amount of revenue and gross profit recorded in a given period. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company’s contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. The Company’s revenues are derived from the design and sales of components for spacecraft and satellites and the performance of engineering, modeling and simulation services related to spacecraft design and mission execution. Each promised good or service within a contract is accounted for separately 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 which are significantly customized and not distinct within the context of the contract. 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, but are not limited to, the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed; the cost and availability of materials; the availability of subcontractor services and materials; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on a fixed-price contract, which may cause profit levels to vary from period to period. For cost reimbursable contracts, the Company is reimbursed periodically for allowable costs and is paid a portion of the fee based on contract progress. In the limited instances where the Company enters into T&M contracts, revenue recognized reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs. For 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. At contract inception, the Company also expects that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. Contract Balances 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 represent milestone billing contracts where the billings of the contract exceed recognized revenues. 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. Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, cash balances with banks and similar institutions and all highly liquid investments with an original maturity of three months or less. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including, but not limited to, contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy: 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, certificates of deposit, 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 $20.5 million and $22.1 million, as of December 31, 2021 and December 31, 2020, 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, 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 and comprehensive income (loss). 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 I ntangible 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 (refer to Note H). Goodwill is assessed for impairment at least annually as of October 1, on a reporting unit basis, or when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company assesses impairment first on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where our qualitative analysis indicates that it is more likely than not that the fair value of a reporting unit does not exceed its carrying value, the Company would perform a quantitative analysis and the goodwill impairment loss, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Intangible assets include those acquired from the Company’s various business combinations (refer to Note C) as well as licensed software for internal-use. Licensed software is acquired solely to meet the Company’s internal needs which provides the right to take possession of the software and is hosted on the Company’s specific hardware components as well as the capitalization of qualifying costs during the application development stage. Indefinite-lived intangible assets include tradenames and in-process research and development (“IPR&D”), Finite-lived intangible assets include customer relationships, technology trademarks, and internal-use software. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible assets are consumed. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. 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: Property, plant and equipment Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 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 other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Finite-Lived Assets The Company regularly evaluates its property, plant and equipment and finite-lived intangible assets 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 360”) and ASC 350, Intangibles—Goodwill and Other (“ASC 350”). If the Company determines that the carrying amount of an asset or asset group is not recoverable based upon the undiscounted 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. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). The Company computes its provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the basis difference for financial reporting and tax basis of assets and liabilities using enacted tax rates for the year in which the differences are expected to reverse. All deferred income taxes are classified as non-current in the Company’s consolidated balance sheets. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. 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 and are included in Selling, general and administrative within the consolidated statements of operations and comprehensive income (loss). The table below presents the advertising cost for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Advertising costs $ 1,156 $ 147 $ 86 Equity-based Compensation The Company’s equity-based compensation plans are classified as equity plans and compensation expense is generally recognized over the vesting period of stock awards. The Company issues stock awards in the form of incentive units, non-qualified stock options and restricted stock units. The fair value of incentive units and stock options are calculated on the grant date using the Black-Scholes Option Pricing Model (“OPM”). Given the absence of adequate historical data, the Company uses the Simplified Method to estimate the term of stock options granted to employees. The fair value of the restricted stock units are calculated based on the closing market price of the Company’s common stock on the grant date. The vesting of the incentive units is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation expense is deferred until it is probable the performance conditions will be satisfied. Once it is probable that the performance conditions will be satisfied, unrecognized compensation expense is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation expense is recognized regardless of market conditions being met and recognizes forfeitures as they occur. For non-qualified stock options and restricted stock units, the Company recognizes the grant date fair value as compensation expense on a straight-line method over the vesting period (typically three years) and recognizes forfeitures as they occur. Warrants As part of the Merger, public warrants were established as equity and private warrants were established as a liability. Classification of the public warrants as equity instruments and the private warrants as liability instruments is based on management’s analysis of the guidance in ASC 815 Derivatives and Hedging and in a statement issued by the Staff of the SEC 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.” Management determined that while the public warrants meet the definition of a derivative, they meet the equity scope exception in ASC 815-10-15-74(a) to be classified in stockholders’ equity and are not subject to remeasurement provided that the Company continues to meet the criteria for equity classification. Management considered whether the private warrants display the three characteristics of a derivative under ASC 815, and concluded that the private warrants meet the definition of a derivative. However, the private warrants fail to meet the equity scope exception in ASC 815-10-15-74(a) and thus are classified as a liability measured at fair value, subject to remeasurement at each reporting period. The Company measured the private warrant liability at fair value at the closing of the Merger and then at each reporting period with changes in fair value recognized as other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Foreign Currency Translation The Company’s consolidated financial statements are presented in United States dollars (“USD”), which is the functional currency of the Company. The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. Assets and liabilities of the Company's foreign subsidiaries, where the functional currency is the local currency, are translated into USD at exchange rates effective as of the balance sheet date. Revenues and expenses are translated using average exchange rates in effect for the periods presented. Balance sheet translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). 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. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which supersedes the current lease requirements in ASC 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the consolidated statements of operations and comprehensive income (loss). Currently, leases are classified as either capital or operating, with any capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows will be generally consistent with the current guidance. Effective January 1, 2022, the Company adopted the new lease standard using a modified retrospective transition method with a cumulative effect adjustment in the period of adoption. In accordance with ASC 842, the Company elected the following package of practical expedients: (i) to use hindsight analysis on expired or existing leases as of the effective date; (ii) to not apply this standard to short-term leases (i.e. with a term less than 12 months); and (iii) to not reassess the lease classification for existing or expired contracts. The Company currently estimates that the adoption of this standard will result in the recognition of right of use assets and lease liabilities ranging from approximately $8.0 million to $11.0 million. Adoption of this standard is not expected to have a material impact on the Company’s results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) , an amendment of the FASB ASC. Subsequent to the issuance of ASU 2016-13, there were various updates that amended and clarified the impact of ASU 2016-13. ASU 2016-13 broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The amendments in ASU 2016-13 will require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including accounts receivable, based on expected losses rather than incurred losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The use of forecasted information incorporates more timely information in the estimate of expected credit losses. The new guidance will be effective for the year beginning January 1, 2023. The Company does not expect this guidance to have a material impact on its consolidated financial statements or related disclosures. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | 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 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 Total assets 13,430 Liabilities: Accounts payable 894 Accrued expenses 644 Deferred revenue 777 Total liabilities 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 Weighted average Trademark $ 1,000 10 Technology 2,400 10 Customer relationships 6,100 20 In-process research and development 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 Adcole 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 table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Adcole included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2020 Post-acquisition revenues $ 8,096 Net income (loss) $ (1,878) Transaction expenses $ 2,055 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 Holdings’ equity (“Parent Units”). The acquisition supported 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 Total assets 4,122 Liabilities: Accounts payable 284 Deferred revenue 103 Current portion of long-term debt 353 Other current liabilities 1,178 Long-term debt 705 Deferred tax liabilities 458 Total liabilities 3,081 Fair value of net identifiable assets acquired 1,041 Goodwill $ 3,899 The following table summarizes the intangible assets acquired by class: June 1, 2020 Weighted average Trademark $ 150 5 Customer relationships 700 20 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. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $0.1 million, decreasing the balance to $3.9 million. Refer to Note H for further discussion. The results of operations of DSS 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 table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of DSS included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2020 Post-acquisition revenues $ 5,381 Net income (loss) $ (1,707) Transaction expenses $ 434 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 awarded such sellers with 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), in excess of $40.0 million for the year ended December 31, 2020, and the contingent earnout would not exceed $15.0 million or be less than $0. The fair value of the earnout is arrived at using the Black-Scholes option pricing model (“OPM”) using the following assumptions: MIS Black-Scholes OPM Assumptions Risk-free interest rate 0.05 % Revenue volatility 51.7 % Including the equity component, the total fair value of the contingent earnout payment of $11.5 million was settled as of December 31, 2021 for $2.2 million in cash and $9.3 million in equity of Holdings of which $10.9 million was reflected in contingent earnout expense on the consolidated statements of operations and comprehensive income (loss) 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 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 Total assets 51,448 Liabilities: Accounts payable 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 Total liabilities 20,863 Fair value of net identifiable assets acquired 30,585 Goodwill $ 14,808 The following table summarizes the intangible assets acquired by class: June 22, 2020 Weighted average Trademarks $ 3,400 6 Technology 16,000 10 Customer relationships 15,600 20 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. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $0.5 million, decreasing the balance to $14.8 million. Refer to Note H for further discussion. The results of operations of MIS 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 table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of MIS included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2020 Post-acquisition revenues $ 22,061 Net income (loss) $ (1,186) Transaction expenses $ 4,132 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 $30.0 million, (ii) $1.0 million if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $30.0 million but less than $40.0 million, (iii) $2.0 million if Roccor revenue for the year ended December 31, 2021 is equal to or greater than $40.0 million. The fair value of the Roccor contingent earnout was estimated using the Black-Scholes OPM; the fair value of the Roccor contingent earnout was $0.6 million 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 described above and accrued to date of $0.5 million was recorded in contingent earnout expense on the consolidated statements of operations and comprehensive income (loss). As the Roccor revenue for the year ended December 31, 2021 is equal to or greater than $30.0 million but less than $40.0 million, the earnout to be paid to the sellers of Roccor is $1.0 million, which was fully accrued as of December 31, 2021 and reported as Notes payable to sellers on the consolidated balance sheets. The purchase agreement also stipulated that certain funds in the amount of $0.5 million 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 $0.4 million as of the acquisition date, therefore contingent consideration related to PBR Escrow was determined to be $0.1 million. PBR Escrow amount of $0.1 million 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 October 28, 2020 Contingent consideration 657 Purchase consideration $ 17,221 Assets: Cash $ 6,161 Accounts receivable 517 Contract assets 1,797 Property, plant and equipment 1,128 Intangible assets 13,400 Other non-current assets 361 Total assets 23,364 Liabilities: Accounts payable 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 Total liabilities 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,041 The following table summarizes the intangible assets acquired by class: October 28, 2020 Weighted average Trademarks $ 1,200 10 Technology 6,500 15 Customer relationships 5,700 20 Total intangible assets $ 13,400 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 $0.7 million, decreasing the balance to $6.0 million. Refer to Note H for further discussion. The results of operations of Roccor 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 table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of Roccor included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2020 Post-acquisition revenues $ 5,003 Net income (loss) $ 338 Transaction expenses $ 1,838 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 Total assets 6,664 Liabilities Accounts payable 334 Deferred revenue 115 Other current liabilities 1,203 Total liabilities 1,652 Fair value of net identifiable assets acquired 5,012 Goodwill $ 3,386 The following table summarizes the intangible assets acquired by class: December 11, 2020 Weighted average Trademarks $ 560 10 Technology 370 10 Customer relationships 3,300 15 Total intangible assets $ 4,230 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 deductible. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $1.4 million, decreasing the balance to $3.4 million. Refer to Note H for further discussion. The results of operations of LoadPath 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 table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of LoadPath included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2020 Post-acquisition revenues $ 245 Net income (loss) $ (32) Transaction expenses $ 1,485 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 7,980 Total assets 9,963 Liabilities: Accounts payable $ 46 Accrued expenses 2,022 Deferred revenue 253 Other current liabilities 45 Deferred tax liabilities 2,128 Total liabilities 4,494 Fair value of net identifiable assets acquired 5,469 Goodwill $ 8,783 The following table summarizes the intangible assets acquired by class: January 15, 2021 Weighted average Trademark $ 80 1 Technology 4,400 15 Customer relationships 3,500 20 Total intangible assets $ 7,980 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. During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $1.9 million, increasing the balance to $8.8 million. Refer to Note H for further discussion. The results of operations of Oakman for the period from January 15, 2021 to December 31, 2021 have been included in the results of operations for the Successor 2021 Period. The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Oakman included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2021 Post-acquisition revenues $ 4,531 Net income (loss) $ (1,762) Transaction expenses $ 657 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 24,370 Other non-current assets 48 Total assets 28,723 Liabilities: Accounts payable 1,186 Accrued expenses 1,282 Deferred revenue 4,003 Other current liabilities 63 Deferred tax liabilities 6,138 Total liabilities 12,672 Fair value of net identifiable assets acquired 16,051 Goodwill $ 11,254 The following table summarizes the intangible assets acquired by class: February 17, 2021 Weighted average Trademark $ 170 1 Technology 11,900 20 Customer relationships 12,300 20 Total intangible assets $ 24,370 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 $0.4 million, increasing the balance to $11.3 million. Refer to Note H for further discussion. The results of operations of DPSS for the period from February 17, 2021 to December 31, 2021 have been included in the results of operations for the Successor 2021 Period. The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of DPSS included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2021 Post-acquisition revenues $ 26,678 Net income (loss) $ (554) Transaction expenses $ 1,605 Techshot Acquisition On November 1, 2021, the Successor acquired 100% of the equity interest of Techshot in exchange for cash and 3,029,596 shares of common stock. The acquisition supports the Company’s growth in its offering of mission 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. November 1, 2021 Cash paid $ 2,228 Common stock issued 38,493 Purchase consideration $ 40,721 Assets: Cash $ 406 Accounts receivable and other receivable 287 Contract assets 926 Inventory 120 Prepaid expenses and other current assets 86 Property, plant and equipment 14,818 Intangible assets 4,120 Total assets 20,763 Liabilities: Accounts payable 39 Accrued expenses 293 Deferred revenue 675 Other current liabilities 35 Deferred tax liabilities 5,521 Total liabilities 6,563 Fair value of net identifiable assets acquired 14,200 Goodwill $ 26,521 The following table summarizes the intangible assets acquired by class: November 1, 2021 Weighted average Trademark $ 240 3 Technology 1,800 10 Customer relationships 1,400 9 IPR&D 680 Total intangible assets $ 4,120 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, technology, and IPR&D was estimated using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The 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 Techshot for the period from November 1, 2021 to December 31, 2021 have been included in the results of operations for the Successor 2021 Period. The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Techshot included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2021 Post-acquisition revenues $ 1,563 Net income (loss) ($392) Transaction expenses $ 1,620 Pro Forma Financial Data (Unaudited) The tables below present the pro forma combined results of operations for the business combinations for the years ended December 31, 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, DPSS, and Techshot (the “2021 business combinations”) had been completed as of January 1, 2020. The pro forma information for the year ended December 31, 2021 includes the Successor 2021 Period and the pre-acquisition 2021 results of Oakman, DPSS, and Techshot for the year ended December 31, 2021. The pro forma information for the year ended December 31, 2020 includes the Predecessor 2020 Period, the Successor 2020 Period, and the pre-acquisition results of Adcole, DSS, Roccor, LoadPath, Oakman, DPSS, and Techshot for the year ended December 31, 2020. Pro forma for Year Ended December 31, 2021 December 31, 2020 Revenues $ 149,295 $ 126,999 Net income (loss) (57,766) (7,902) 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 $5.0 million of acquisition related costs attributable to the business combinations, included in the Successor 2021 Period transaction expenses on the consolidated statements of operations and comprehensive income (loss). These expenses are reflected in the pro forma earnings for the year ended December 31, 2020, in the table above. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
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, 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. 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. The private warrants were valued using a modified Black-Scholes OPM, which is considered to be a Level 3 fair value measurement. Refer to Note P for information on the Level 3 inputs used to value the private warrants. As of December 31, 2021, contingent consideration consists of estimated future payments related to the Successor’s acquisition of 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 consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes OPM 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. Refer to Note C for information on the Level 3 inputs used to value the contingent consideration. Financial liabilities measured at fair value on a recurring basis are as follows: Successor December 31, 2021 Balance Sheet Level 1 Level 2 Level 3 Total Liabilities: Private warrants Warrant liabilities $ — $ — $ 19,098 $ 19,098 Contingent consideration Notes payable to sellers — — 1,000 1,000 Total $ — $ — $ 20,098 $ 20,098 Successor December 31, 2020 Balance Sheet Level 1 Level 2 Level 3 Total Liabilities: Private warrants Warrant liabilities $ — $ — $ — $ — Contingent consideration Notes payable to sellers — — 1,257 1,257 Total $ — $ — $ 1,257 $ 1,257 The changes in the Level 3 fair values of private warrants and contingent consideration are as follows: Private Contingent Consideration Total Predecessor January 1, 2020 $ — $ — $ — Additions — — — Changes in fair value — — — Settlements — — — June 21, 2020 $ — $ — $ — Successor February 10, 2020 $ — $ — $ — Additions — 1,257 1,257 Changes in fair value — — — Settlements — — — December 31, 2020 — 1,257 1,257 Additions 21,727 450 22,177 Changes in fair value (2,629) 10,891 8,262 Settlements — (11,598) (11,598) December 31, 2021 $ 19,098 $ 1,000 $ 20,098 |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net The accounts receivable, net balance was as follows: Successor December 31, December 31, Accounts receivable, net Billed receivables $ 14,820 $ 5,352 Unbilled receivables 1,442 705 Total accounts receivable, net $ 16,262 $ 6,057 Accounts receivable are recorded for amounts to which the Company is entitled and has invoiced to the customer. Unbilled receivables consist of unbilled amounts as of December 31, 2021 under T&M contracts where billing and payment is subject solely to the passage of time. There was no allowance for doubtful accounts as of December 31, 2021 and December 31, 2020. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The inventory balance was as follows: Successor December 31, December 31, Raw materials $ 414 $ 330 Work in process 117 — Finished goods 157 — Inventory, net $ 688 $ 330 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net The property, plant and equipment, net balances were as follows: Successor December 31, December 31, Computer equipment $ 1,380 $ 739 Furniture and fixtures 783 442 Laboratory equipment 16,856 1,357 Software — 359 Leasehold improvements 2,205 672 Construction in process 415 — Less: accumulated depreciation (2,255) (307) Total property, plant and equipment, net $ 19,384 $ 3,262 The table below presents the depreciation expense related to property, plant and equipment for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Depreciation expense $ 1,944 $ 307 $ 59 The depreciation expense for the Successor 2021 Period, included $0.1 million of accelerated depreciation due to a reduction of the estimated useful life for certain assets as a result of the early termination of the underlying lease. Refer to Note K for further information. 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. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The Company performed an annual qualitative assessment of impairment of goodwill as of October 1, 2021 and 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 goodwill impairment requiring further testing during the Successor 2021 Period. The changes in the carrying amount of goodwill were as follows: Successor Balance of goodwill as of 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 Balance of goodwill as of December 31, 2020 52,711 Goodwill arising from the Oakman acquisition 6,866 Goodwill arising from the DPSS acquisition 10,904 Goodwill arising from the Techshot acquisition 26,521 Measurement period adjustment — DSS acquisition (85) Measurement period adjustment — MIS acquisition (512) Measurement period adjustment — Roccor acquisition (684) Measurement period adjustment — DPSS acquisition 350 Measurement period adjustment — Oakman acquisition 1,917 Measurement period adjustment — LoadPath acquisition (1,427) Change arising from impact of foreign currency (247) Balance of goodwill as of December 31, 2021 $ 96,314 The Company’s estimate of the amount payable to/receivable from the seller as of the acquisition date changed during the Successor 2021 Period resulting in measurement period adjustments for DSS, MIS, Roccor and DPSS. These changes primarily related to the settlement of net working capital adjustments. During the Successor 2021 Period, LoadPath finalized its predecessor tax return which included an election for which assets and liabilities are recorded at fair value and no differences between book and tax basis exist at the acquisition date, resulting in a measurement period adjustment to the deferred tax liability recorded at acquisition. Based on the Company's continued refinement of estimates around the LoadPath percentage of completion calculation, during the Successor 2021 Period, the Company recorded a measurement period adjustment to reduce the deferred revenue balance with a corresponding reduction to the goodwill balance as of the acquisition date. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The intangible asset gross carrying amount and accumulated amortization were as follows: Successor December 31, 2021 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 48,612 $ (3,592) $ 45,020 19 Technology 43,339 (5,894) 37,445 14 Trademarks 6,807 (1,572) 5,235 7 Internal-use software licenses 2,292 (385) 1,907 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 935 — 935 Total intangible assets $ 102,285 $ (11,443) $ 90,842 Successor December 31, 2020 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 208 — 208 Total intangible assets $ 63,761 $ (2,800) $ 60,961 The table below presents the amortization expense related to intangible assets for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Amortization expense $ 8,640 $ 2,800 $ — The table below presents the future amortization expense on intangible assets as of December 31, 2021: Year Total 2022 $ 9,443 2023 9,304 2024 8,664 2025 7,768 2026 7,221 Thereafter 47,207 Total future amortization expense on intangible assets $ 89,607 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 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 $31.0 million term loan commitment, $5.0 million revolving credit facility commitment, and $15.0 million delayed draw term loan, all of which mature on October 28, 2026. On January 15, 2021, the Company drew $15.0 million 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 $32.0 million, which was incurred to finance the DPSS acquisition. On July 30, 2021, we drew $3.0 million on the revolving credit facility and repaid the $3.0 million draw down on September 23, 2021. There were no borrowings outstanding under the revolving credit facility as of December 31, 2021 and December 31, 2020. 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. In December 2021, the Company entered into a Consent to Credit Agreement whereby Adams Street Capital agreed to an extension of the delivery of periodic financial statements required under the Adams Street Credit Agreement. As of December 31, 2021 and December 31, 2020, the Company was in compliance with the covenant requirements. Silicon Valley Bank Loan Agreement On August 31, 2020, the Company entered into a $45.4 million loan agreement with Silicon Valley Bank, which was subsequently modified to increase the principal to $51.1 million on October 28, 2020 (the “SVB Loan”). On April 2, 2021, the Company amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. On September 2, 2021, the Company repaid the full outstanding principal and interest on the SVB Loan. Paycheck Protection Program (“PPP”) Loan On May 1, 2020, prior to its acquisition, DSS received a PPP Loan for $1.1 million (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 did not use any of the DSS PPP Loan funds assumed as part of the DSS acquisition. On June 18, 2021, $0.6 million of the DSS PPP Loan was forgiven and as a result was reclassified as a note payable to the seller of DSS. During the Successor 2021 Period, the Company repaid the $0.6 million note payable to the seller of DSS and the remaining outstanding principal and interest of $0.5 million on the DSS PPP loan. D&O Financing Loan On September 3, 2021, the Company entered into a $3.0 million loan (the “D&O Financing Loan”) with BankDirect Capital Finance to finance the Company’s directors and officers insurance premium. The D&O Financing Loan has an interest rate of 1.74% per annum and a maturity date of May 3, 2022. The table below presents details of the Company’s debt as of the following periods including the effective interest rate as of December 31, 2021: Successor Effective interest rate December 31, December 31, Adams Street Term Loan 7.58 % $ 30,690 $ 31,000 Adams Street Revolving Credit Facility 7.00 — — Adams Street Delayed Draw Term Loan 7.57 14,850 — Adams Street Incremental Term Loan 7.47 31,760 — SVB Loan — — 46,500 DSS PPP Loan — — 1,058 D&O Financing Loan 1.75 1,904 — Total debt 79,204 78,558 Less: unamortized discounts and issuance costs 1,653 842 Total debt, net 77,551 77,716 Less: Short-term debt, including current portion of long-term debt 2,684 1,074 Total long-term debt, net $ 74,867 $ 76,642 The maturities of the Company’s long-term debt outstanding as of December 31, 2021 are as follows: 2022 2023 2024 2025 2026 Thereafter Total Adams Street Term Loan $ 310 $ 310 $ 310 $ 310 $ 29,450 $ — $ 30,690 Adams Street Delayed Draw Term Loan 150 150 150 150 14,250 — 14,850 Adams Street Incremental Term Loan 320 320 320 320 30,480 — 31,760 D&O Financing Loan 1,904 — — — — — 1,904 Total long-term debt maturities $ 2,684 $ 780 $ 780 $ 780 $ 74,180 $ — $ 79,204 The table below presents the interest expense on debt, including the amortization of discounts and issuance costs for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Interest expense on debt $ 6,458 $ 878 $ 83 Liquidity Risks and Uncertainties The Company’s primary sources of liquidity are cash flows provided by operations, access to existing credit facilities and proceeds from the Merger. Prior to becoming a public company, in the Successor 2020 period, AEI provided an additional source of liquidity to facilitate the purchase of Adcole, DSS and MIS. Liquidity risk refers to the risk that the Company will be unable to finance its operations due to a loss of access to existing sources of liquidity and the Company’s ability to meet its financial obligations as they become due. Since its inception, the Company has incurred net losses and negative operating cash flows, in addition to other cash uses associated with capital expenditures, costs associated with the Company’s acquisitions, and costs associated with the Merger, among other uses. While some of these cash outflows have been non-recurring in nature, the Company has continued to experience net cash outflows from operating activities. While the Company believes its continued growth and cash flow management will result in improvements in cash flow usage from operating activities going forward, there can be no assurance these improvements will be achieved. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company is obligated under certain operating leases for its facilities and office equipment. Certain facility leases contain predetermined fixed escalation of minimum rents at rates ranging from 1.96% to 4.00% per annum and renewal options that could extend certain leases up to an additional nine years; the office equipment lease contains a renewal option that could extend the lease to consecutive 60-day terms and a purchase option. During the Successor 2021 Period, the Company negotiated the early termination of a lease agreement for office space located in Littleton, Colorado. With an original termination date in December 2027, the early termination reduced the Company’s total future minimum lease obligations by $1.6 million. As of December 31, 2021, the future annual minimum lease payments for operating leases are as follows: Year Total 2022 $ 4,330 2023 4,517 2024 4,625 2025 4,015 2026 3,030 Thereafter 5,772 Total future annual minimum lease payments $ 26,289 The Company records rent expense on a straight-line basis over the life of the lease. The table below presents the rent expense under all leases for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Rent expense on leases $ 3,424 $ 1,091 $ 228 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The table below presents the current and deferred components of income tax expense (benefit) for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Current: Federal $ — $ — $ (387) State — — 3 Foreign — — — Total current income tax expense (benefit) — — (384) Deferred: Federal (9,376) (3,064) — State (1,893) (595) — Foreign — — — Total deferred income tax expense (benefit) (11,269) (3,659) — Total income tax expense (benefit) $ (11,269) $ (3,659) $ (384) A reconciliation of the U.S. federal statutory income tax expense to actual income tax expense is as follows: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Income (loss) before income taxes $ (72,806) $ (18,033) $ (1,718) Federal statutory income tax rate 21.0 % 21.0 % 21.0 % Expected federal provision (benefit) for income taxes at the federal statutory income tax rate (15,289) (3,787) (361) State income tax (benefit), net of federal tax benefit (1,946) (595) 29 Research and development tax credits 324 (20) (460) Permanent differences 1,931 57 (17) Tax (benefits) / non-deductible expenses related to equity-based compensation 5,228 — (119) Acquisition costs (1,106) 685 — Reserves for unrecognized income tax benefits (273) 1 386 Change in valuation allowance 458 — 129 Other (596) — 29 Total tax expense (benefit) $ (11,269) $ (3,659) $ (384) Effective tax rate 15.5 % 20.3 % 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 compensation costs on the Class P Unit Incentive plan, contingent earnout payments from the MIS acquisition and state income tax expense. The effective tax rate for the Successor 2020 Period differs from the U.S. federal income tax rate of 21.0% primarily due to acquisition costs and state income tax expense. 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 table below presents the components of the deferred tax assets, net and deferred tax liabilities: Successor as of December 31, 2021 December 31, 2020 Deferred tax assets: Accrued expenses and reserves $ 1,106 $ 493 Deferred rent 58 82 Tax credit carryforwards 226 346 Deferred revenue 636 1,168 Net operating loss carryforwards 12,052 3,467 Interest disallowance 1,921 271 Equity-based compensation 566 — Other assets 14 — Total deferred tax assets 16,579 5,827 Less: valuation allowance (515) (57) Deferred tax assets, net of valuation allowance 16,064 5,770 Deferred tax liabilities: Depreciation and amortization (23,922) (12,949) Other (743) (188) Deferred tax liabilities (24,665) (13,137) Total net deferred tax assets (liabilities) $ (8,601) $ (7,367) 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”) carryforwards are available. For the Successor 2021 Period and Successor 2020 Period, the Company has concluded that substantially all of the deferred tax assets in the U.S. are more-likely-than-not realizable and that foreign deferred tax assets are more-likely-than not to expire before realization. As of December 31, 2021, the Company had $45.2 million of U.S. federal net operating losses resulting in U.S. federal, state (net), and foreign deferred tax assets of $9.5 million, $2.0 million, and $0.5 million, respectively. The $9.5 million in U.S. federal net operating loss carryforwards may be carried forward indefinitely to reduce future taxable income for U.S. federal tax purposes, while certain state net operating losses will begin to expire in 2038. Foreign net operating losses will begin to expire in 2036. The Company has federal and state NOL and other tax credit carryforwards. Due to changes in the Company’s ownership, the utilization of net operating loss 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. The table below presents changes in reserves for unrecognized income tax benefits for the periods presented: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Unrecognized tax benefits, beginning of period $ 1,671 $ 1,671 $ 1,275 Increase (decrease) for tax positions taken related to a prior period (291) — 105 Increase (decrease) for tax positions taken during the current period — — 291 Unrecognized tax benefits, end of period $ 1,380 $ 1,671 $ 1,671 During the Successor 2021 Period, Successor 2020 Period and Predecessor 2020 Period, the Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. As of December 31, 2021, the Company’s estimated gross unrecognized tax benefits were $1.4 million, of which $1.3 million if recognized would favorably impact the Company’s future earnings. The Company believes there will be no material changes to unrecognized tax benefits within the next twelve months. Due to uncertainties in any tax audit outcome, estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ from the estimates. During the Successor 2021 Period, Successor 2020 Period and Predecessor 2020 Period, the Company did not recognize any interest and penalties in the consolidated statements of operations. The Company and its subsidiaries file income tax returns in various U.S. and foreign jurisdictions. As of December 31, 2021, the Company is subject to examination by the IRS for tax years beginning in 2018. The Company is open to state and foreign income tax examinations until the applicable statute of limitations expires, generally four years after tax return filing for state income tax and five years for foreign income tax; however, the ability for the taxing authority to adjust tax attribute carryforwards will continue until the applicable statute of limitations expires after tax attribute utilization or expiration. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans 401(k) Plans The Company maintains six 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, the DPSS 401(k) plan and the Techshot 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 401(k) plan, 100% up to 3% and then 50% of the next 2% for the Oakman 401(k), 100% up to 3% and then 50% of the next 2% for the DPSS 401(k) plan, and 50% up to 8% for the Techshot 401(k) plan. During the Successor 2020 Period, the Company matched employee contributions up to 50% up to 6% for the Redwire 401(k) plan. The Predecessor maintained a qualified 401(k) plan (the “Predecessor 401(k) Plan”) for its U.S. employees. The table below presents the expense for matching contributions for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Expense for matching contributions, included in: Cost of sales $ 2,143 $ 187 $ — Selling, general and administrative 156 — — Total expense for matching contributions $ 2,299 $ 187 $ — |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Excluding pending matters disclosed below, the outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated financial statements. On November 5, 2021, the Company was notified of potential accounting issues with a business unit by an employee in connection with his resignation. Management promptly informed the independent Audit Committee and its independent registered public accounting firm. The timing of the investigation prevented the timely filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. The Audit Committee promptly engaged independent, external legal and accounting firms to complete an independent investigation. After completing its investigation, the Audit Committee concluded that the potential issues raised by the former employee did not require a restatement or adjustment of the Company’s previously issued consolidated financial statements relating to any prior periods. However, the results of the investigation confirmed the existence of previously identified internal control deficiencies as well as identified certain additional internal control deficiencies. The Company self-reported this matter to the Securities and Exchange Commission (“SEC”) on November 8, 2021 and intends to continue to cooperate with any requests from the SEC. Additionally, on December 17, 2021, the Company, our CEO, Peter Cannito, and our CFO, William Read, were named as defendants in a putative class action complaint filed in the United States District Court for the Middle District of Florida. In the complaint, the plaintiff alleges that the Company and certain of its directors and officers made misleading statements and/or failed to disclose material facts about the Company’s business, operations, and prospects, allegedly in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and Section 20(a) of the Securities Exchange Act of 1934. As relief, the plaintiffs are seeking, among other things, compensatory damages. The defendants believe the allegations are without merit and intend to defend the suit vigorously. However, given the early stage of the proceedings, a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. These acquisitions may have unknown or contingent liabilities, which the Company may become responsible for and could have a material impact on the Company’s future operating results and cash flows. In addition, the Company may incur acquisition costs, regardless of whether or not the acquisition is ultimately completed, which may be material to future periods. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity The Successor’s 100 issued and outstanding Successor units (“Units”) as of December 31, 2020 were cancelled and exchanged for 37,200,000 shares of common stock as part of the closing of the Merger. Refer to the consolidated statement of changes in shareholders’ equity for further details. On September 2, 2021, the Company approved the authorization to issue up to 500,000,000 shares of common stock at a $0.0001 par value per share and 100,000,000 shares of preferred stock at a $0.0001 par value per share. Common Stock The Company had 62,690,869 and 37,200,000 shares of common stock outstanding as of December 31, 2021 and December 31, 2020, respectively. The units of the Company prior to the Merger have been retroactively restated to reflect the exchange ratio established in the Merger (computed as 37,200,000 shares of common stock to 100 Company units). Dividend Rights Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company’s preferred stock or any class or series of stock having a preference over or the right to participate with the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company’s common stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Company’s Board in its discretion shall determine. Voting Rights Each outstanding share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of shareholders. Holders of shares of common stock do not have cumulative voting rights. Conversion or Redemption Rights The Company’s common stock is neither convertible nor redeemable. Liquidation Rights Upon the Company’s liquidation, the holders of the Company’s common stock are entitled to receive prorata the Company’s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company’s preferred stock then outstanding. Preferred Stock The Company had no shares of preferred stock outstanding as of December 31, 2021 and December 31, 2020, respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Warrants | Warrants Public Warrants Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on September 2, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days prior written notice of redemption; and (4) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the 3 rd trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including a consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares. As of December 31, 2021, there were 8,188,811 public warrants issued and outstanding . Private Warrants The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than Sponsor, Jefferies, Holdings or their respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The Sponsor, Jefferies, Holdings and their respective permitted transferees have the option to exercise the private placement warrants on a cashless basis. The private warrants were valued at $2.81 and $2.47 per warrant as of September 2, 2021 and December 31, 2021, respectively, under the Black-Scholes OPM using the following assumptions: September 2, December 31, 2021 Exercise price $ 11.50 $ 11.50 Common stock price $ 10.50 $ 6.75 Expected option term (years) 5 4.67 Expected volatility 32.80 % 60.50 % Risk-free rate of return 0.78 % 1.21 % Expected annual dividend yield — % — % The fair value of the private warrants decreased $2.6 million between the initial valuation as of the date the warrants were assumed on September 2, 2021 and December 31, 2021. The fair value decrease is reflected in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss) for the Successor 2021 Period. As of December 31, 2021, there were 7,732,168 private warrants issued and outstanding . |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Predecessor Plans Prior to June 22, 2020 the Predecessor maintained two equity-based compensation plans, which are described below. 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. Between 2014 and 2017, the Predecessor extended loans to three key members of management for the purchase of Predecessor shares for a principal of $1.0 million (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 $0.5 million 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 $2.2 million. Successor Plans On December 31, 2021, the Company has three equity-based compensation plans, which are described below. Holdings, the Company’s former 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 Holdings’ 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 were subject to performance-based, service-based, and market-based conditions. On September 2, 2021, the company’s board of directors adopted the Redwire Corporation 2021 Omnibus Incentive Plan (the “Plan”) which authorizes the grant of stock options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, and other cash or share-based awards to employees, officers, non-employee directors and consultants of the Company. The Company reserved an aggregate of 7,936,136 shares (subject to annual increases on January 1 of each year beginning in 2022 and ending with a final increase on January 1, 2031) of the Company’s common stock for grants under the Plan. Incentive stock options may only be granted to employees and officers employed by the Company. The Plan appoints the board of directors, the compensation committee or such other committee consisting of two or more individuals (the “Committee”) appointed by the board to administer the Plan. Awards under the Plan will contain such terms and conditions not inconsistent with the Plan as the Committee in its discretion approves. The Committee has discretion to administer the Plan in the manner which it determines, from time to time, is in the best interest of the Company. On September 2, 2021, the company’s board of directors adopted the Redwire Corporation 2021 Employee Stock Purchase Plan (the “ESPP”) which authorizes the grant of rights to purchase common stock of the Company to employees, officers and directors (if they are otherwise employees) of the Company. The Company reserved an aggregate of 755,822 common shares (subject to annual increases on January 1 of each year beginning in 2022 for a period of up to ten years) of the Company’s common stock for grants under the ESPP. The ESPP appoints the Compensation Committee (the “Committee”) to administer the ESPP. Awards under the ESPP will contain such terms and conditions not inconsistent with the ESPP as the Committee in its discretion approves. The Committee has discretion to administer the ESPP in the manner which it determines, from time to time, is in the best interest of the Company. As of December 31, 2021, no awards had been granted under the ESPP. Promissory Notes The assumptions used in determining the fair value of the in-substance ISOs represented by the Predecessor Promissory Notes for the Predecessor 2020 Period were as follows: Predecessor Period from January 1, 2020 to June 21, 2020 Range of expected time to exit (years) 3 to 5 Range of volatilities 55.00% to 63.09% Range of Predecessor Promissory Notes interest rates 1.85% to 1.91% Range of risk-free interest rates 1.33% to 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. The grant date fair value of the Predecessor in-substance shares vested was $12 thousand for the Predecessor 2020 Period. A summary of the activity of the Predecessor Promissory Notes is as follows: In-substance ISO’s represented by the Predecessor Promissory Notes Weighted-average exercise price Predecessor 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 $ — $ — Incentive Units On March 24, 2021 (“modification date”), Holdings, the Company’s former parent amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units became fully vested, upon the closing of the Merger. Holdings also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units would vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of Holdings, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As a result of the Merger, Tranches I and III Incentive Units vested on September 2, 2021 (“vesting date”) and the performance vesting condition was met for the Tranche II Incentive Units. The fair value determined at the date of the amendment of the Class P Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units is being recognized over the derived service period of twelve months from the modification date, which resulted in approximately seventy-five percent of the compensation expense for Tranche II being recognized during the Successor 2021 Period. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of three months. As of December 31, 2021, there was approximately $2.4 million of unrecognized compensation costs related to Tranche II Incentive Units. Stock Options Predecessor Pursuant to the 2011 Equity Incentive Plan , ISOs and NQSOs had a four-year graded vesting period, with a 25% 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. 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. Successor Pursuant to the Plan, the Company’s board of directors granted certain Grantees, options to purchase shares of the Company’s common stock with a contractual term of 10 years. The options vest over a three year term as follows: 33.3% on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date, and 33.4% on the third anniversary of the grant date. Vesting is contingent upon continued employment or service to the Company; both the vested and unvested portion of a Grantee’s option will be immediately forfeited and cancelled if the Grantee ceases employment or service to the Company. The Company recognizes equity-based compensation expense for the options equal to the fair value of the awards on a straight-line basis over the service based vesting period and recognizes forfeitures as they occur. The fair value of each option granted under the Predecessor 2011 Equity Incentive Plan and the Successor Plan was estimated on the grant date under the Black-Scholes OPM using the following assumptions: Successor Predecessor Expected option term (years) 6 3-5 Expected volatility 32.80 % 55.00%-63.09% Risk-free rate of return 0.93%-1.15% 1.33%-2.51% Expected annual dividend yield — % — % A summary of option activity under the Predecessor 2011 Equity Incentive Plan and the Successor Plan as of December 31, 2021 and December 31, 2020, and changes during the years then ended is presented as follows: Options Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (Years) Predecessor Outstanding at December 31, 2019 133,661 $ 0.66 $ 1.47 Forfeited (2,900) 0.77 1.80 Settled or cancelled (130,761) 0.66 1.46 Successor Outstanding at December 31, 2020 — — — Granted 1,546,400 3.32 10.00 Exercised — — — Forfeited — — — Successor Outstanding at December 31, 2021 1,546,400 $ 3.32 $ 10.00 9.67 Under the 2011 Equity Incentive Plan, certain unvested ISOs and NQSOs became fully vested and were settled for $0.5 million 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 $0.1 million was recognized in the Successor 2020 Period. 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 under the 2011 Equity Incentive Plan as of December 31, 2020 (Successor). As of December 31, 2021, there was $4.6 million of unrecognized compensation cost related to unvested stock options granted under the Plan. There were no shares that vested or were exercisable under the Plan during Successor 2021 Period. Restricted Stock Units Restricted stock units awarded under the Plan generally is subject to forfeiture in the event of termination of employment prior to vesting dates. The Company recognizes equity-based compensation expense for the restricted stock units equal to the fair value of the awards on a straight-line basis over the service based vesting period and recognizes forfeitures as they occur. Pursuant to the Plan, the Company granted 1,659,600 shares of restricted stock units of the Company’s common stock during the Successor 2021 Period to certain officers, managers and other employees. The shares of restricted stock units awarded follow the same vesting terms and conditions as the options set forth above. The weighted average grant date fair value of these awards was $11.72 per share. Pursuant to the Plan, the Company granted 75,000 shares of restricted stock units of the Company’s common stock during the Successor 2021 Period to non-employee directors. The shares of restricted stock units awarded vest over one year. The weighted average grant date fair value of these awards was $10.50 per share. A summary of the status of the Company’s restricted stock as of December 31, 2021, and changes during the Successor 2021 Period, is presented as follows: Restricted Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Unvested at December 31, 2020 — $ — Granted 1,734,600 11.67 Vested — — Forfeited (16,650) 12.72 Unvested at December 31, 2021 1,717,950 $ 11.66 1.8 $ 11,596 As of December 31, 2021, there was approximately $18.4 million of total unrecognized compensation cost related to unvested restricted stock units granted under the Plan. This cost is expected to be recognized over a weighted-average period of 1.8 years. There were no restricted stock units that vested during the Successor 2021 Period. The table below presents the equity-based compensation expense recorded during the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Cost of Sales Incentive Units $ 1,635 $ — $ — Stock Options 15 — — Restricted Stock Units 466 — — Total cost of sales $ 2,116 $ — $ — Selling, general and administrative Promissory Notes $ — $ — $ 988 Incentive Units 23,260 — — Stock Options 542 102 7 Restricted Stock units 1,194 — — Total selling, general and administrative $ 24,996 $ 102 $ 995 Total equity-based compensation expense $ 27,112 $ 102 $ 995 The tax benefit of equity-based compensation was $0.2 million and $1 thousand related to the Predecessor Promissory Notes and the Predecessor ISOs and NQSOs, respectively, for the Predecessor 2020 Period. The tax benefit of equity-based compensation was $21 thousand related to the Successor ISOs and NQSOs for the Successor 2020 Period. There was no similar benefit recognized for the Successor 2021 Period. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share Prior to the Merger, the membership structure of Cosmos included units which had profit interests. As a result of the Merger, which was accounted for as a reverse recapitalization, the Company has retroactively adjusted the weighted average shares outstanding prior to the Merger to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted and is reflected in the denominator of basic and diluted net income (loss) per share in the table below. The numerators and denominators of the basic and diluted net income (loss) per share were computed for the periods presented as follows: Successor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Numerator: Net income (loss) $ (61,537) $ (14,374) Denominator: Weighted average shares outstanding – basic and diluted 45,082,544 37,200,000 Basic and diluted net income (loss) per share $ (1.36) $ (0.39) Because the Company had a net loss for all periods presented, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The table below presents revenues by customer grouping for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Civil space $ 60,052 $ 23,571 $ 15,844 National security 29,833 7,034 684 Commercial and other 47,716 10,180 123 Total revenues $ 137,601 $ 40,785 $ 16,651 Contract Balances The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: Successor December 31, December 31, Contract assets $ 11,748 $ 4,172 Contract liabilities $ 15,734 $ 15,665 The increase in contract assets was primarily driven by growth in revenue recognized and timing of billable milestones occurring during the Successor 2021 Period, and also by the acquisitions of Oakman, DPSS, and Techshot compared to December 31, 2020 before they were acquired. 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 December 31, 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 $15.3 million. The Company evaluates the contract value and cost estimates at completion (“EAC”) for performance obligations at least quarterly and more frequently when circumstances significantly change. Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimate of total revenue and cost at completion is complex, subject to many variables and requires significant judgment by management on a contract by contract basis. As part of this process, management reviews information including, but not limited to, labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, volume assumptions, inflationary trends, and schedule and performance delays. Management’s judgment related to these considerations has become increasingly more significant given the current economic environment primarily caused by the COVID-19 pandemic. When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the expected revenue, the Company recognizes the loss immediately. When the Company determines that a change in estimate has an impact on the associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment to the statement of operations and comprehensive income (loss). Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results. The following table summarizes the impact of the net EAC adjustments for the periods presented: Successor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Net EAC adjustments, before income taxes $ (1,835) $ 728 Net EAC adjustments, net of income taxes (1,551) 580 Net EAC adjustments, net of income taxes, per diluted share (0.03) 0.02 Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $129.3 million. 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, Japan, South Korea, Poland, Taiwan, and France. The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 U.S. $ 133,309 $ 38,774 $ 15,856 Luxembourg 3,724 1,535 795 Germany 140 46 — South Korea 272 147 — Poland 138 169 — Other 18 114 — Total revenues $ 137,601 $ 40,785 $ 16,651 The majority of the Company’s revenues are derived from government contracts. Customers comprising 10% or more of revenues were as follows for the periods presented: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Boeing (1) $ 17,753 $ — $ — NASA 48,476 21,352 15,020 Total $ 66,229 $ 21,352 $ 15,020 (1) While revenue was generated in each of the periods presented, amounts are only disclosed for the periods in which revenue represented 10% or more of total revenue. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The table below presents details of the Company’s related party transactions with AEI included on the consolidated statements of operations and comprehensive income (loss) for the following periods: Successor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Management fees paid to AEI $ 477 $ 500 Transaction fees paid to AEI 1,019 2,226 Total fees paid to AEI $ 1,496 $ 2,726 All related party fees associated with AEI were incurred prior to the close of the Merger. Additionally, the Company made a $4.9 million payment to AEI in October 2020, which was reflected as a related party receivable due from AEI on the consolidated balance sheets as of December 31, 2020. This amount was repaid in February 2021. In November 2021, the Company granted 12,500 shares of common stock to Kirk Konert in his capacity as a member of the board of directors. Subject to his continued service, the common stock will vest in a single installment on November 1, 2022 and be assigned to AEI. Prior to such vesting and assignment, Kirk Konert will hold the securities for the benefit of AEI and he disclaims all right to title and interest in such securities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 25, 2022, Redwire Holdings, LLC, a wholly-owned subsidiary of the Company (the “Lead Borrower”), and certain other subsidiaries of the Company party thereto, entered into a Third Amendment (the “Amendment”) to the Adams Street Capital Credit Agreement to, among other things, increase commitments under the revolving credit facility from $5.0 million to $25.0 million. The Amendment also modified certain negative covenants and increased the per annum interest rate (i) with respect to revolving loans in an aggregate principal amount of $5.0 million or less, to 6.00% for Eurocurrency rate loans and 5.00% for Base Rate Loans, and (ii) with respect to revolving loans in an aggregate principal amount in excess of $5.0 million, to 7.50% for Eurocurrency rate loans and 6.50% for Base Rate Loans. The Adams Street Capital Credit Agreement, as amended, contains certain customary representations and warranties, affirmative and other covenants and events of default, including among other things, payment defaults, breach of representations and warranties, and covenant defaults. In connection with the entry into the Amendment, AEI and certain of its affiliates (the “AEI Guarantors”), provided a limited guarantee for the payment of outstanding revolving loans in excess of $10.0 million, with a $15.0 million cap in the aggregate. In the event that the AEI Guarantors are required to make payments to the lenders under the Adams Street Capital Credit Agreement pursuant to the terms of the limited guarantee, each AEI Guarantor would be subrogated to the rights of the lenders. In connection with the limited guarantee, the Lead Borrower agreed to pay to the AEI Guarantors, a fee equal to 2% of any amount actually paid by such guarantors under the limited guarantee. The fee is waivable by the AEI Guarantors in their discretion. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | • as of December 31, 2021 and the year ended December 31, 2021 (the “Successor 2021 Period”), which includes the results of Adcole, DSS, MIS, Roccor and LoadPath from the beginning of the period as well as 2021 acquisitions Oakman, DPSS and Techshot from their respective acquisition dates. • as of December 31, 2020 and the period from February 10, 2020 (inception) to December 31, 2020 (the “Successor 2020 Period”), which includes the results of Adcole, DSS, MIS, Roccor and LoadPath from from their respective acquisition dates. • the period from January 1, 2020 to June 21, 2020 (the “Predecessor 2020 Period”), which only includes the results of MIS. |
Basis of Consolidation | The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management has prepared the estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results could differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, valuation of goodwill and intangible assets, contingent consideration, revenue recognition, income taxes, and warrant liabilities. |
Business Combinations | The Company utilizes the acquisition method of accounting in Accounting Standards Codification (“ASC”) 805, Business Combinations (“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. |
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 (“ASC 606”). Recognition under the ASC 606 five-step model involves (i) identification of the contract, (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations, and (v) revenue recognition as the performance obligations are satisfied. During step one of the five step model, the Company considers whether contracts should be combined or separated, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment is involved in determining whether a group of contracts may be combined or separated based on how the arrangement and the related performance criteria were negotiated. The conclusion to combine a group of contracts or separate a contract could change the amount of revenue and gross profit recorded in a given period. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company’s contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. The Company’s revenues are derived from the design and sales of components for spacecraft and satellites and the performance of engineering, modeling and simulation services related to spacecraft design and mission execution. Each promised good or service within a contract is accounted for separately 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 which are significantly customized and not distinct within the context of the contract. 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, but are not limited to, the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed; the cost and availability of materials; the availability of subcontractor services and materials; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on a fixed-price contract, which may cause profit levels to vary from period to period. For cost reimbursable contracts, the Company is reimbursed periodically for allowable costs and is paid a portion of the fee based on contract progress. In the limited instances where the Company enters into T&M contracts, revenue recognized reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs. For 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. At contract inception, the Company also expects that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. Contract Balances 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 represent milestone billing contracts where the billings of the contract exceed recognized revenues. Remaining Performance Obligations |
Cash and Cash Equivalents | Cash and cash equivalents includes cash on hand, cash balances with banks and similar institutions and all highly liquid investments with an original maturity of three months or less. |
Fair Value of Financial Instruments | The Company measures certain financial assets and liabilities, including, but not limited to, contingent consideration, at fair value. ASC 820, Fair Value Measurement and Disclosures Cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable, salaries and benefits payable, accrued interest, 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. 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. The private warrants were valued using a modified Black-Scholes OPM, which is considered to be a Level 3 fair value measurement. Refer to Note P for information on the Level 3 inputs used to value the private warrants. As of December 31, 2021, contingent consideration consists of estimated future payments related to the Successor’s acquisition of 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 consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes OPM 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. Refer to Note C for information on the Level 3 inputs used to value the contingent consideration. |
Concentration of Credit Risk | Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificates of deposit, 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.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, 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 and comprehensive income (loss). |
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 Intangible 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 (refer to Note H). Goodwill is assessed for impairment at least annually as of October 1, on a reporting unit basis, or when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company assesses impairment first on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where our qualitative analysis indicates that it is more likely than not that the fair value of a reporting unit does not exceed its carrying value, the Company would perform a quantitative analysis and the goodwill impairment loss, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Intangible assets include those acquired from the Company’s various business combinations (refer to Note C) as well as licensed software for internal-use. Licensed software is acquired solely to meet the Company’s internal needs which provides the right to take possession of the software and is hosted on the Company’s specific hardware components as well as the capitalization of qualifying costs during the application development stage. Indefinite-lived intangible assets include tradenames and in-process research and development (“IPR&D”), Finite-lived intangible assets include customer relationships, technology trademarks, and internal-use software. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible assets are consumed. |
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: Property, plant and equipment Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Software 3-5 Leasehold improvements 5 or lease term |
Finite-lived Intangible Assets | The Company regularly evaluates its property, plant and equipment and finite-lived intangible assets 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 360”) and ASC 350, Intangibles—Goodwill and Other |
Income Taxes | The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). The Company computes its provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the basis difference for financial reporting and tax basis of assets and liabilities using enacted tax rates for the year in which the differences are expected to reverse. All deferred income taxes are classified as non-current in the Company’s consolidated balance sheets. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. |
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 and are included in Selling, general and administrative within the consolidated statements of operations and comprehensive income (loss). |
Equity-based Compensation | The Company’s equity-based compensation plans are classified as equity plans and compensation expense is generally recognized over the vesting period of stock awards. The Company issues stock awards in the form of incentive units, non-qualified stock options and restricted stock units. The fair value of incentive units and stock options are calculated on the grant date using the Black-Scholes Option Pricing Model (“OPM”). Given the absence of adequate historical data, the Company uses the Simplified Method to estimate the term of stock options granted to employees. The fair value of the restricted stock units are calculated based on the closing market price of the Company’s common stock on the grant date. The vesting of the incentive units is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation expense is deferred until it is probable the performance conditions will be satisfied. Once it is probable that the performance conditions will be satisfied, unrecognized compensation expense is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation expense is recognized regardless of market conditions being met and recognizes forfeitures as they occur. For non-qualified stock options and restricted stock units, the Company recognizes the grant date fair value as compensation expense on a straight-line method over the vesting period (typically three years) and recognizes forfeitures as they occur. |
Warrants | As part of the Merger, public warrants were established as equity and private warrants were established as a liability. Classification of the public warrants as equity instruments and the private warrants as liability instruments is based on management’s analysis of the guidance in ASC 815 Derivatives and Hedging and in a statement issued by the Staff of the SEC 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.” Management determined that while the public warrants meet the definition of a derivative, they meet the equity scope exception in ASC 815-10-15-74(a) to be classified in stockholders’ equity and are not subject to remeasurement provided that the Company continues to meet the criteria for equity classification. Management considered whether the private warrants display the three characteristics of a derivative under ASC 815, and concluded that the private warrants meet the definition of a derivative. However, the private warrants fail to meet the equity scope exception in ASC 815-10-15-74(a) and thus are classified as a liability measured at fair value, subject to remeasurement at each reporting period. The Company measured the private warrant liability at fair value at the closing of the Merger and then at each reporting period with changes in fair value recognized as other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). |
Foreign Currency Translation | The Company’s consolidated financial statements are presented in United States dollars (“USD”), which is the functional currency of the Company. The local currency of our operations in Luxembourg, the euro, is considered to be the functional currency of that operation. Assets and liabilities of the Company's foreign subsidiaries, where the functional currency is the local currency, are translated into USD at exchange rates effective as of the balance sheet date. Revenues and expenses are translated using average exchange rates in effect for the periods presented. Balance sheet translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). |
Recently Issued Accounting Pronouncements | 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. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which supersedes the current lease requirements in ASC 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the consolidated statements of operations and comprehensive income (loss). Currently, leases are classified as either capital or operating, with any capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows will be generally consistent with the current guidance. Effective January 1, 2022, the Company adopted the new lease standard using a modified retrospective transition method with a cumulative effect adjustment in the period of adoption. In accordance with ASC 842, the Company elected the following package of practical expedients: (i) to use hindsight analysis on expired or existing leases as of the effective date; (ii) to not apply this standard to short-term leases (i.e. with a term less than 12 months); and (iii) to not reassess the lease classification for existing or expired contracts. The Company currently estimates that the adoption of this standard will result in the recognition of right of use assets and lease liabilities ranging from approximately $8.0 million to $11.0 million. Adoption of this standard is not expected to have a material impact on the Company’s results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) , an amendment of the FASB ASC. Subsequent to the issuance of ASU 2016-13, there were various updates that amended and clarified the impact of ASU 2016-13. ASU 2016-13 broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The amendments in ASU 2016-13 will require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including accounts receivable, based on expected losses rather than incurred losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The use of forecasted information incorporates more timely information in the estimate of expected credit losses. The new guidance will be effective for the year beginning January 1, 2023. The Company does not expect this guidance to have a material impact on its consolidated financial statements or related disclosures. |
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. Excluding pending matters disclosed below, the outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated financial statements. On November 5, 2021, the Company was notified of potential accounting issues with a business unit by an employee in connection with his resignation. Management promptly informed the independent Audit Committee and its independent registered public accounting firm. The timing of the investigation prevented the timely filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. The Audit Committee promptly engaged independent, external legal and accounting firms to complete an independent investigation. After completing its investigation, the Audit Committee concluded that the potential issues raised by the former employee did not require a restatement or adjustment of the Company’s previously issued consolidated financial statements relating to any prior periods. However, the results of the investigation confirmed the existence of previously identified internal control deficiencies as well as identified certain additional internal control deficiencies. The Company self-reported this matter to the Securities and Exchange Commission (“SEC”) on November 8, 2021 and intends to continue to cooperate with any requests from the SEC. Additionally, on December 17, 2021, the Company, our CEO, Peter Cannito, and our CFO, William Read, were named as defendants in a putative class action complaint filed in the United States District Court for the Middle District of Florida. In the complaint, the plaintiff alleges that the Company and certain of its directors and officers made misleading statements and/or failed to disclose material facts about the Company’s business, operations, and prospects, allegedly in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and Section 20(a) of the Securities Exchange Act of 1934. As relief, the plaintiffs are seeking, among other things, compensatory damages. The defendants believe the allegations are without merit and intend to defend the suit vigorously. However, given the early stage of the proceedings, a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. These acquisitions may have unknown or contingent liabilities, which the Company may become responsible for and could have a material impact on the Company’s future operating results and cash flows. In addition, the Company may incur acquisition costs, regardless of whether or not the acquisition is ultimately completed, which may be material to future periods. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment, net | Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Property, plant and equipment Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Software 3-5 Leasehold improvements 5 or lease term The property, plant and equipment, net balances were as follows: Successor December 31, December 31, Computer equipment $ 1,380 $ 739 Furniture and fixtures 783 442 Laboratory equipment 16,856 1,357 Software — 359 Leasehold improvements 2,205 672 Construction in process 415 — Less: accumulated depreciation (2,255) (307) Total property, plant and equipment, net $ 19,384 $ 3,262 The table below presents the depreciation expense related to property, plant and equipment for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Depreciation expense $ 1,944 $ 307 $ 59 |
Schedule of Advertising Costs | The table below presents the advertising cost for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Advertising costs $ 1,156 $ 147 $ 86 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed as of the Acquisition | 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 Total assets 13,430 Liabilities: Accounts payable 894 Accrued expenses 644 Deferred revenue 777 Total liabilities 2,315 Fair value of net identifiable assets acquired 11,115 Goodwill $ 21,525 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 Total assets 4,122 Liabilities: Accounts payable 284 Deferred revenue 103 Current portion of long-term debt 353 Other current liabilities 1,178 Long-term debt 705 Deferred tax liabilities 458 Total liabilities 3,081 Fair value of net identifiable assets acquired 1,041 Goodwill $ 3,899 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 1,097 Contract assets 665 Property, plant and equipment 451 Intangible assets 35,000 Other non-current assets 676 Total assets 51,448 Liabilities: Accounts payable 3,689 Deferred revenue 7,128 Other current liabilities 2,749 Deferred tax liabilities 7,297 Total liabilities 20,863 Fair value of net identifiable assets acquired 30,585 Goodwill $ 14,808 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 October 28, 2020 Contingent consideration 657 Purchase consideration $ 17,221 Assets: Cash $ 6,161 Accounts receivable 517 Contract assets 1,797 Property, plant and equipment 1,128 Intangible assets 13,400 Other non-current assets 361 Total assets 23,364 Liabilities: Accounts payable 1,880 Deferred revenue 3,240 Other current liabilities 5,112 Deferred tax liabilities 1,952 Total liabilities 12,184 Fair value of net identifiable assets acquired 11,180 Goodwill $ 6,041 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 Total assets 6,664 Liabilities Accounts payable 334 Deferred revenue 115 Other current liabilities 1,203 Total liabilities 1,652 Fair value of net identifiable assets acquired 5,012 Goodwill $ 3,386 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 7,980 Total assets 9,963 Liabilities: Accounts payable $ 46 Accrued expenses 2,022 Deferred revenue 253 Other current liabilities 45 Deferred tax liabilities 2,128 Total liabilities 4,494 Fair value of net identifiable assets acquired 5,469 Goodwill $ 8,783 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 24,370 Other non-current assets 48 Total assets 28,723 Liabilities: Accounts payable 1,186 Accrued expenses 1,282 Deferred revenue 4,003 Other current liabilities 63 Deferred tax liabilities 6,138 Total liabilities 12,672 Fair value of net identifiable assets acquired 16,051 Goodwill $ 11,254 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. November 1, 2021 Cash paid $ 2,228 Common stock issued 38,493 Purchase consideration $ 40,721 Assets: Cash $ 406 Accounts receivable and other receivable 287 Contract assets 926 Inventory 120 Prepaid expenses and other current assets 86 Property, plant and equipment 14,818 Intangible assets 4,120 Total assets 20,763 Liabilities: Accounts payable 39 Accrued expenses 293 Deferred revenue 675 Other current liabilities 35 Deferred tax liabilities 5,521 Total liabilities 6,563 Fair value of net identifiable assets acquired 14,200 Goodwill $ 26,521 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the intangible assets acquired by class: March 2, 2020 Weighted average Trademark $ 1,000 10 Technology 2,400 10 Customer relationships 6,100 20 In-process research and development 190 Total intangible assets $ 9,690 The following table summarizes the intangible assets acquired by class: June 1, 2020 Weighted average Trademark $ 150 5 Customer relationships 700 20 Total intangible assets $ 850 The following table summarizes the intangible assets acquired by class: June 22, 2020 Weighted average Trademarks $ 3,400 6 Technology 16,000 10 Customer relationships 15,600 20 Total intangible assets $ 35,000 The following table summarizes the intangible assets acquired by class: October 28, 2020 Weighted average Trademarks $ 1,200 10 Technology 6,500 15 Customer relationships 5,700 20 Total intangible assets $ 13,400 The following table summarizes the intangible assets acquired by class: December 11, 2020 Weighted average Trademarks $ 560 10 Technology 370 10 Customer relationships 3,300 15 Total intangible assets $ 4,230 The following table summarizes the intangible assets acquired by class: January 15, 2021 Weighted average Trademark $ 80 1 Technology 4,400 15 Customer relationships 3,500 20 Total intangible assets $ 7,980 The following table summarizes the intangible assets acquired by class: February 17, 2021 Weighted average Trademark $ 170 1 Technology 11,900 20 Customer relationships 12,300 20 Total intangible assets $ 24,370 The following table summarizes the intangible assets acquired by class: November 1, 2021 Weighted average Trademark $ 240 3 Technology 1,800 10 Customer relationships 1,400 9 IPR&D 680 Total intangible assets $ 4,120 |
Schedule of Pro Forma Information | The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Adcole included in the consolidated statements of operations and comprehensive income (loss) for the following period: Successor Period Ended December 31, 2020 Post-acquisition revenues $ 8,096 Net income (loss) $ (1,878) Transaction expenses $ 2,055 Successor Period Ended December 31, 2020 Post-acquisition revenues $ 5,381 Net income (loss) $ (1,707) Transaction expenses $ 434 Successor Period Ended December 31, 2020 Post-acquisition revenues $ 22,061 Net income (loss) $ (1,186) Transaction expenses $ 4,132 Successor Period Ended December 31, 2020 Post-acquisition revenues $ 5,003 Net income (loss) $ 338 Transaction expenses $ 1,838 Successor Period Ended December 31, 2020 Post-acquisition revenues $ 245 Net income (loss) $ (32) Transaction expenses $ 1,485 Successor Period Ended December 31, 2021 Post-acquisition revenues $ 4,531 Net income (loss) $ (1,762) Transaction expenses $ 657 Successor Period Ended December 31, 2021 Post-acquisition revenues $ 26,678 Net income (loss) $ (554) Transaction expenses $ 1,605 Successor Period Ended December 31, 2021 Post-acquisition revenues $ 1,563 Net income (loss) ($392) Transaction expenses $ 1,620 The tables below present the pro forma combined results of operations for the business combinations for the years ended December 31, 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, DPSS, and Techshot (the “2021 business combinations”) had been completed as of January 1, 2020. The pro forma information for the year ended December 31, 2021 includes the Successor 2021 Period and the pre-acquisition 2021 results of Oakman, DPSS, and Techshot for the year ended December 31, 2021. The pro forma information for the year ended December 31, 2020 includes the Predecessor 2020 Period, the Successor 2020 Period, and the pre-acquisition results of Adcole, DSS, Roccor, LoadPath, Oakman, DPSS, and Techshot for the year ended December 31, 2020. Pro forma for Year Ended December 31, 2021 December 31, 2020 Revenues $ 149,295 $ 126,999 Net income (loss) (57,766) (7,902) |
Schedule of Fair Value Assumptions | The fair value of the earnout is arrived at using the Black-Scholes option pricing model (“OPM”) using the following assumptions: MIS Black-Scholes OPM Assumptions Risk-free interest rate 0.05 % Revenue volatility 51.7 % 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 % The private warrants were valued at $2.81 and $2.47 per warrant as of September 2, 2021 and December 31, 2021, respectively, under the Black-Scholes OPM using the following assumptions: September 2, December 31, 2021 Exercise price $ 11.50 $ 11.50 Common stock price $ 10.50 $ 6.75 Expected option term (years) 5 4.67 Expected volatility 32.80 % 60.50 % Risk-free rate of return 0.78 % 1.21 % Expected annual dividend yield — % — % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value | Financial liabilities measured at fair value on a recurring basis are as follows: Successor December 31, 2021 Balance Sheet Level 1 Level 2 Level 3 Total Liabilities: Private warrants Warrant liabilities $ — $ — $ 19,098 $ 19,098 Contingent consideration Notes payable to sellers — — 1,000 1,000 Total $ — $ — $ 20,098 $ 20,098 Successor December 31, 2020 Balance Sheet Level 1 Level 2 Level 3 Total Liabilities: Private warrants Warrant liabilities $ — $ — $ — $ — Contingent consideration Notes payable to sellers — — 1,257 1,257 Total $ — $ — $ 1,257 $ 1,257 |
Changes in the Fair Value of Contingent Consideration | The changes in the Level 3 fair values of private warrants and contingent consideration are as follows: Private Contingent Consideration Total Predecessor January 1, 2020 $ — $ — $ — Additions — — — Changes in fair value — — — Settlements — — — June 21, 2020 $ — $ — $ — Successor February 10, 2020 $ — $ — $ — Additions — 1,257 1,257 Changes in fair value — — — Settlements — — — December 31, 2020 — 1,257 1,257 Additions 21,727 450 22,177 Changes in fair value (2,629) 10,891 8,262 Settlements — (11,598) (11,598) December 31, 2021 $ 19,098 $ 1,000 $ 20,098 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | The accounts receivable, net balance was as follows: Successor December 31, December 31, Accounts receivable, net Billed receivables $ 14,820 $ 5,352 Unbilled receivables 1,442 705 Total accounts receivable, net $ 16,262 $ 6,057 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The inventory balance was as follows: Successor December 31, December 31, Raw materials $ 414 $ 330 Work in process 117 — Finished goods 157 — Inventory, net $ 688 $ 330 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Property, plant and equipment Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Software 3-5 Leasehold improvements 5 or lease term The property, plant and equipment, net balances were as follows: Successor December 31, December 31, Computer equipment $ 1,380 $ 739 Furniture and fixtures 783 442 Laboratory equipment 16,856 1,357 Software — 359 Leasehold improvements 2,205 672 Construction in process 415 — Less: accumulated depreciation (2,255) (307) Total property, plant and equipment, net $ 19,384 $ 3,262 The table below presents the depreciation expense related to property, plant and equipment for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Depreciation expense $ 1,944 $ 307 $ 59 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows: Successor Balance of goodwill as of 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 Balance of goodwill as of December 31, 2020 52,711 Goodwill arising from the Oakman acquisition 6,866 Goodwill arising from the DPSS acquisition 10,904 Goodwill arising from the Techshot acquisition 26,521 Measurement period adjustment — DSS acquisition (85) Measurement period adjustment — MIS acquisition (512) Measurement period adjustment — Roccor acquisition (684) Measurement period adjustment — DPSS acquisition 350 Measurement period adjustment — Oakman acquisition 1,917 Measurement period adjustment — LoadPath acquisition (1,427) Change arising from impact of foreign currency (247) Balance of goodwill as of December 31, 2021 $ 96,314 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The intangible asset gross carrying amount and accumulated amortization were as follows: Successor December 31, 2021 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 48,612 $ (3,592) $ 45,020 19 Technology 43,339 (5,894) 37,445 14 Trademarks 6,807 (1,572) 5,235 7 Internal-use software licenses 2,292 (385) 1,907 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 935 — 935 Total intangible assets $ 102,285 $ (11,443) $ 90,842 Successor December 31, 2020 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 208 — 208 Total intangible assets $ 63,761 $ (2,800) $ 60,961 |
Schedule of Indefinite-Lived Intangible Assets | The intangible asset gross carrying amount and accumulated amortization were as follows: Successor December 31, 2021 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 48,612 $ (3,592) $ 45,020 19 Technology 43,339 (5,894) 37,445 14 Trademarks 6,807 (1,572) 5,235 7 Internal-use software licenses 2,292 (385) 1,907 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 935 — 935 Total intangible assets $ 102,285 $ (11,443) $ 90,842 Successor December 31, 2020 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 31,541 $ (899) $ 30,642 19 Technology 25,368 (1,508) 23,860 12 Trademarks 6,344 (393) 5,951 9 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 208 — 208 Total intangible assets $ 63,761 $ (2,800) $ 60,961 |
Schedule of Amortization Expense | The table below presents the amortization expense related to intangible assets for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Amortization expense $ 8,640 $ 2,800 $ — |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents the future amortization expense on intangible assets as of December 31, 2021: Year Total 2022 $ 9,443 2023 9,304 2024 8,664 2025 7,768 2026 7,221 Thereafter 47,207 Total future amortization expense on intangible assets $ 89,607 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The table below presents details of the Company’s debt as of the following periods including the effective interest rate as of December 31, 2021: Successor Effective interest rate December 31, December 31, Adams Street Term Loan 7.58 % $ 30,690 $ 31,000 Adams Street Revolving Credit Facility 7.00 — — Adams Street Delayed Draw Term Loan 7.57 14,850 — Adams Street Incremental Term Loan 7.47 31,760 — SVB Loan — — 46,500 DSS PPP Loan — — 1,058 D&O Financing Loan 1.75 1,904 — Total debt 79,204 78,558 Less: unamortized discounts and issuance costs 1,653 842 Total debt, net 77,551 77,716 Less: Short-term debt, including current portion of long-term debt 2,684 1,074 Total long-term debt, net $ 74,867 $ 76,642 |
Schedule of Maturities of Long-term Debt | The maturities of the Company’s long-term debt outstanding as of December 31, 2021 are as follows: 2022 2023 2024 2025 2026 Thereafter Total Adams Street Term Loan $ 310 $ 310 $ 310 $ 310 $ 29,450 $ — $ 30,690 Adams Street Delayed Draw Term Loan 150 150 150 150 14,250 — 14,850 Adams Street Incremental Term Loan 320 320 320 320 30,480 — 31,760 D&O Financing Loan 1,904 — — — — — 1,904 Total long-term debt maturities $ 2,684 $ 780 $ 780 $ 780 $ 74,180 $ — $ 79,204 |
Interest Income and Interest Expense Disclosure | The table below presents the interest expense on debt, including the amortization of discounts and issuance costs for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Interest expense on debt $ 6,458 $ 878 $ 83 Liquidity Risks and Uncertainties The Company’s primary sources of liquidity are cash flows provided by operations, access to existing credit facilities and proceeds from the Merger. Prior to becoming a public company, in the Successor 2020 period, AEI provided an additional source of liquidity to facilitate the purchase of Adcole, DSS and MIS. Liquidity risk refers to the risk that the Company will be unable to finance its operations due to a loss of access to existing sources of liquidity and the Company’s ability to meet its financial obligations as they become due. Since its inception, the Company has incurred net losses and negative operating cash flows, in addition to other cash uses associated with capital expenditures, costs associated with the Company’s acquisitions, and costs associated with the Merger, among other uses. While some of these cash outflows have been non-recurring in nature, the Company has continued to experience net cash outflows from operating activities. While the Company believes its continued growth and cash flow management will result in improvements in cash flow usage from operating activities going forward, there can be no assurance these improvements will be achieved. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2021, the future annual minimum lease payments for operating leases are as follows: Year Total 2022 $ 4,330 2023 4,517 2024 4,625 2025 4,015 2026 3,030 Thereafter 5,772 Total future annual minimum lease payments $ 26,289 |
Schedule of Rent Expense | The table below presents the rent expense under all leases for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Rent expense on leases $ 3,424 $ 1,091 $ 228 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Current and Deferred Components of Income Tax Expense (Benefit) | The table below presents the current and deferred components of income tax expense (benefit) for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Current: Federal $ — $ — $ (387) State — — 3 Foreign — — — Total current income tax expense (benefit) — — (384) Deferred: Federal (9,376) (3,064) — State (1,893) (595) — Foreign — — — Total deferred income tax expense (benefit) (11,269) (3,659) — Total income tax expense (benefit) $ (11,269) $ (3,659) $ (384) |
Schedule of Effective Income Tax Rate | A reconciliation of the U.S. federal statutory income tax expense to actual income tax expense is as follows: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Income (loss) before income taxes $ (72,806) $ (18,033) $ (1,718) Federal statutory income tax rate 21.0 % 21.0 % 21.0 % Expected federal provision (benefit) for income taxes at the federal statutory income tax rate (15,289) (3,787) (361) State income tax (benefit), net of federal tax benefit (1,946) (595) 29 Research and development tax credits 324 (20) (460) Permanent differences 1,931 57 (17) Tax (benefits) / non-deductible expenses related to equity-based compensation 5,228 — (119) Acquisition costs (1,106) 685 — Reserves for unrecognized income tax benefits (273) 1 386 Change in valuation allowance 458 — 129 Other (596) — 29 Total tax expense (benefit) $ (11,269) $ (3,659) $ (384) Effective tax rate 15.5 % 20.3 % 22.4 % |
Schedule of Deferred Tax Assets and Liabilities | The table below presents the components of the deferred tax assets, net and deferred tax liabilities: Successor as of December 31, 2021 December 31, 2020 Deferred tax assets: Accrued expenses and reserves $ 1,106 $ 493 Deferred rent 58 82 Tax credit carryforwards 226 346 Deferred revenue 636 1,168 Net operating loss carryforwards 12,052 3,467 Interest disallowance 1,921 271 Equity-based compensation 566 — Other assets 14 — Total deferred tax assets 16,579 5,827 Less: valuation allowance (515) (57) Deferred tax assets, net of valuation allowance 16,064 5,770 Deferred tax liabilities: Depreciation and amortization (23,922) (12,949) Other (743) (188) Deferred tax liabilities (24,665) (13,137) Total net deferred tax assets (liabilities) $ (8,601) $ (7,367) |
Schedule of Unrecognized Tax Benefits Roll Forward | The table below presents changes in reserves for unrecognized income tax benefits for the periods presented: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Unrecognized tax benefits, beginning of period $ 1,671 $ 1,671 $ 1,275 Increase (decrease) for tax positions taken related to a prior period (291) — 105 Increase (decrease) for tax positions taken during the current period — — 291 Unrecognized tax benefits, end of period $ 1,380 $ 1,671 $ 1,671 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan Disclosures | The table below presents the expense for matching contributions for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Expense for matching contributions, included in: Cost of sales $ 2,143 $ 187 $ — Selling, general and administrative 156 — — Total expense for matching contributions $ 2,299 $ 187 $ — |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fair Value Assumptions | The fair value of the earnout is arrived at using the Black-Scholes option pricing model (“OPM”) using the following assumptions: MIS Black-Scholes OPM Assumptions Risk-free interest rate 0.05 % Revenue volatility 51.7 % 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 % The private warrants were valued at $2.81 and $2.47 per warrant as of September 2, 2021 and December 31, 2021, respectively, under the Black-Scholes OPM using the following assumptions: September 2, December 31, 2021 Exercise price $ 11.50 $ 11.50 Common stock price $ 10.50 $ 6.75 Expected option term (years) 5 4.67 Expected volatility 32.80 % 60.50 % Risk-free rate of return 0.78 % 1.21 % Expected annual dividend yield — % — % |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions | The assumptions used in determining the fair value of the in-substance ISOs represented by the Predecessor Promissory Notes for the Predecessor 2020 Period were as follows: Predecessor Period from January 1, 2020 to June 21, 2020 Range of expected time to exit (years) 3 to 5 Range of volatilities 55.00% to 63.09% Range of Predecessor Promissory Notes interest rates 1.85% to 1.91% Range of risk-free interest rates 1.33% to 1.62% The fair value of each option granted under the Predecessor 2011 Equity Incentive Plan and the Successor Plan was estimated on the grant date under the Black-Scholes OPM using the following assumptions: Successor Predecessor Expected option term (years) 6 3-5 Expected volatility 32.80 % 55.00%-63.09% Risk-free rate of return 0.93%-1.15% 1.33%-2.51% Expected annual dividend yield — % — % |
Summary of Option Activity | A summary of the activity of the Predecessor Promissory Notes is as follows: In-substance ISO’s represented by the Predecessor Promissory Notes Weighted-average exercise price Predecessor 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 $ — $ — A summary of option activity under the Predecessor 2011 Equity Incentive Plan and the Successor Plan as of December 31, 2021 and December 31, 2020, and changes during the years then ended is presented as follows: Options Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (Years) Predecessor Outstanding at December 31, 2019 133,661 $ 0.66 $ 1.47 Forfeited (2,900) 0.77 1.80 Settled or cancelled (130,761) 0.66 1.46 Successor Outstanding at December 31, 2020 — — — Granted 1,546,400 3.32 10.00 Exercised — — — Forfeited — — — Successor Outstanding at December 31, 2021 1,546,400 $ 3.32 $ 10.00 9.67 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the status of the Company’s restricted stock as of December 31, 2021, and changes during the Successor 2021 Period, is presented as follows: Restricted Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Unvested at December 31, 2020 — $ — Granted 1,734,600 11.67 Vested — — Forfeited (16,650) 12.72 Unvested at December 31, 2021 1,717,950 $ 11.66 1.8 $ 11,596 |
Summary of Stock Compensation Expense | The table below presents the equity-based compensation expense recorded during the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Cost of Sales Incentive Units $ 1,635 $ — $ — Stock Options 15 — — Restricted Stock Units 466 — — Total cost of sales $ 2,116 $ — $ — Selling, general and administrative Promissory Notes $ — $ — $ 988 Incentive Units 23,260 — — Stock Options 542 102 7 Restricted Stock units 1,194 — — Total selling, general and administrative $ 24,996 $ 102 $ 995 Total equity-based compensation expense $ 27,112 $ 102 $ 995 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The numerators and denominators of the basic and diluted net income (loss) per share were computed for the periods presented as follows: Successor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Numerator: Net income (loss) $ (61,537) $ (14,374) Denominator: Weighted average shares outstanding – basic and diluted 45,082,544 37,200,000 Basic and diluted net income (loss) per share $ (1.36) $ (0.39) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The table below presents revenues by customer grouping for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Civil space $ 60,052 $ 23,571 $ 15,844 National security 29,833 7,034 684 Commercial and other 47,716 10,180 123 Total revenues $ 137,601 $ 40,785 $ 16,651 The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 U.S. $ 133,309 $ 38,774 $ 15,856 Luxembourg 3,724 1,535 795 Germany 140 46 — South Korea 272 147 — Poland 138 169 — Other 18 114 — Total revenues $ 137,601 $ 40,785 $ 16,651 The majority of the Company’s revenues are derived from government contracts. Customers comprising 10% or more of revenues were as follows for the periods presented: Successor Predecessor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to June 21, 2020 Boeing (1) $ 17,753 $ — $ — NASA 48,476 21,352 15,020 Total $ 66,229 $ 21,352 $ 15,020 (1) While revenue was generated in each of the periods presented, amounts are only disclosed for the periods in which revenue represented 10% or more of total revenue. |
Schedule of Contract Assets and Contract Liabilities | The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: Successor December 31, December 31, Contract assets $ 11,748 $ 4,172 Contract liabilities $ 15,734 $ 15,665 |
Schedule of Change in Accounting Estimate | The following table summarizes the impact of the net EAC adjustments for the periods presented: Successor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Net EAC adjustments, before income taxes $ (1,835) $ 728 Net EAC adjustments, net of income taxes (1,551) 580 Net EAC adjustments, net of income taxes, per diluted share (0.03) 0.02 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The table below presents details of the Company’s related party transactions with AEI included on the consolidated statements of operations and comprehensive income (loss) for the following periods: Successor Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020 Management fees paid to AEI $ 477 $ 500 Transaction fees paid to AEI 1,019 2,226 Total fees paid to AEI $ 1,496 $ 2,726 |
Description of the Business (De
Description of the Business (Details) $ / shares in Units, $ in Thousands | Sep. 02, 2021USD ($)$ / sharesshares | Sep. 01, 2021$ / sharesshares | Jun. 21, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021acquisition$ / sharesshares |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Number of businesses acquired | acquisition | 8 | |||||
Proceeds from the Merger | $ | $ 110,600 | $ 0 | $ 0 | $ 110,583 | ||
Interest expense on debt | $ | $ 83 | $ 878 | $ 6,458 | |||
Merger transaction costs | $ | $ 38,700 | |||||
Shares from transaction (in shares) | 600,000,000 | |||||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||
Aggregate gross proceeds | $ | $ 75,000 | |||||
Units outstanding (in shares) | 59,661,273 | 37,200,000 | 62,690,869 | 62,690,869 | ||
Units issued (in shares) | 100 | |||||
Cosmos Intermediate, LLC | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Shares of common stock to receive (in shares) | 37,200,000 | |||||
Warrants outstanding (in shares) | 2,000,000 | |||||
Number of warrants to purchase common stock (in shares) | 1 | |||||
Genesis Park Acquisition Corp | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Units outstanding (in shares) | 13,961,273 | |||||
SVB Loan | Notes Payable to Banks | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Debt repayment | $ | $ 41,600 | |||||
Interest expense on debt | $ | $ 100 | |||||
Private Placement | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Shares from transaction (in shares) | 8,500,000 | |||||
Cosmos Intermediate, LLC | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Units sold (in shares) | 100 | |||||
Units outstanding (in shares) | 37,200,000 | |||||
Cosmos Intermediate, LLC | Genesis Park Acquisition Corp | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Units issued (in shares) | 100 | |||||
Cosmos Finance, LLC | Cosmos Intermediate, LLC | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Ownership interest | 100.00% | |||||
Cosmos Acquisition, LLC | Cosmos Finance, LLC | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Ownership interest | 100.00% | |||||
Cosmos Intermediate, LLC | Cosmos Parent, LLC | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Ownership interest | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Jan. 01, 2022USD ($) | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Cash and cash equivalents | $ 20,523 | $ 22,076 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Vesting period | 3 years | ||
Accounting Standards Update 2016-02 | Minimum | Subsequent Event | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease right-of-use assets | $ 8,000 | ||
Operating lease liability | 8,000 | ||
Accounting Standards Update 2016-02 | Maximum | Subsequent Event | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease right-of-use assets | 11,000 | ||
Operating lease liability | $ 11,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 7 years |
Laboratory equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 3 years |
Laboratory equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 10 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 86 | $ 147 | $ 1,156 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | Nov. 01, 2021 | Jan. 15, 2021 | Dec. 11, 2020 | Oct. 28, 2020 | Jun. 22, 2020 | Jun. 01, 2020 | Mar. 31, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 17, 2021 | Mar. 02, 2020 | Feb. 09, 2020 |
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 52,711,000 | $ 96,314,000 | $ 52,711,000 | $ 0 | ||||||||||
Contingent earnout expense | $ 0 | 0 | 11,337,000 | |||||||||||
Contingent earnout expense not yet settled | $ 0 | 0 | 448,000 | |||||||||||
Notes payable to sellers | 1,827,000 | 1,000,000 | 1,827,000 | |||||||||||
Adcole | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Goodwill | $ 21,525,000 | |||||||||||||
DSS | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Number of units acquired (in shares) | 1,000,000 | |||||||||||||
Measurement period adjustment - acquisition | (85,000) | |||||||||||||
Goodwill | $ 3,899,000 | 3,900,000 | ||||||||||||
MIS | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Number of units acquired (in shares) | 2,615,726 | |||||||||||||
Measurement period adjustment - acquisition | (512,000) | |||||||||||||
Goodwill | $ 14,808,000 | 14,800,000 | ||||||||||||
Earnout amount per dollar of acquiree revenue (in dollars per share) | 1.50 | |||||||||||||
Earnout amount | 40,000,000 | |||||||||||||
Contingent earnout not to exceed | 15,000,000 | 15,000,000 | ||||||||||||
Contingent earnout, not less than | $ 0 | $ 0 | ||||||||||||
Fair value of contingent earnout | 11,500,000 | |||||||||||||
MIS | Cash Consideration | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent earnout expense | 2,200,000 | |||||||||||||
MIS | Equity Consideration | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent earnout expense | 9,300,000 | |||||||||||||
Roccor | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Number of units acquired (in shares) | 1,564,531 | |||||||||||||
Measurement period adjustment - acquisition | (684,000) | |||||||||||||
Goodwill | $ 6,041,000 | 6,000,000 | ||||||||||||
Fair value of contingent earnout | 600,000 | |||||||||||||
Contingent earnout expense not yet settled | 500,000 | |||||||||||||
Funds held in escrow | 500,000 | |||||||||||||
Fair value of revenue variance | 400,000 | |||||||||||||
Escrow amount | 100,000 | |||||||||||||
Escrow amount paid to sellers | $ 100,000 | |||||||||||||
Roccor | Earnout Scenario One | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent earnout, not less than | 0 | |||||||||||||
Contingent earnout amount, threshold one | 30,000,000 | |||||||||||||
Roccor | Earnout Scenario Two | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent earnout amount, median | 1,000,000 | |||||||||||||
Contingent earnout amount, threshold two | 30,000,000 | |||||||||||||
Contingent earnout amount, threshold three | 40,000,000 | |||||||||||||
Notes payable to sellers | 1,000,000 | |||||||||||||
Roccor | Earnout Scenario Three | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent earnout not to exceed | 2,000,000 | |||||||||||||
Contingent earnout amount, threshold three | $ 40,000,000 | |||||||||||||
LoadPath | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Number of units acquired (in shares) | 800,000 | |||||||||||||
Measurement period adjustment - acquisition | (1,427,000) | |||||||||||||
Goodwill | $ 3,386,000 | 3,400,000 | ||||||||||||
Oakman | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Number of units acquired (in shares) | 1,000,000 | |||||||||||||
Measurement period adjustment - acquisition | 1,917,000 | |||||||||||||
Goodwill | $ 8,783,000 | |||||||||||||
DPSS | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Measurement period adjustment - acquisition | 350,000 | |||||||||||||
Goodwill | $ 11,300,000 | $ 11,254,000 | ||||||||||||
Techshot | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percent of ownership acquired | 100.00% | |||||||||||||
Number of units acquired (in shares) | 3,029,596 | |||||||||||||
Goodwill | $ 26,521,000 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Feb. 17, 2021 | Jan. 15, 2021 | Dec. 11, 2020 | Oct. 28, 2020 | Jun. 22, 2020 | Jun. 01, 2020 | Mar. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 09, 2020 |
Liabilities: | |||||||||||
Goodwill | $ 96,314 | $ 52,711 | $ 0 | ||||||||
Adcole | |||||||||||
Business Acquisition [Line Items] | |||||||||||
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 assets | 13,430 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 894 | ||||||||||
Accrued expenses | 644 | ||||||||||
Deferred revenue | 777 | ||||||||||
Total liabilities | 2,315 | ||||||||||
Fair value of net identifiable assets acquired | 11,115 | ||||||||||
Goodwill | $ 21,525 | ||||||||||
DSS | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid | $ 3,940 | ||||||||||
Equity issued | 1,000 | ||||||||||
Purchase consideration | 4,940 | ||||||||||
Assets: | |||||||||||
Cash | 1,071 | ||||||||||
Accounts receivable | 1,282 | ||||||||||
Contract assets | 107 | ||||||||||
Inventory | 39 | ||||||||||
Prepaid expenses and other current assets | 37 | ||||||||||
Property, plant and equipment | 710 | ||||||||||
Intangible assets | 850 | ||||||||||
Other non-current assets | 26 | ||||||||||
Total assets | 4,122 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 284 | ||||||||||
Deferred revenue | 103 | ||||||||||
Current portion of long-term debt | 353 | ||||||||||
Other current liabilities | 1,178 | ||||||||||
Long-term debt | 705 | ||||||||||
Deferred tax liabilities | 458 | ||||||||||
Total liabilities | 3,081 | ||||||||||
Fair value of net identifiable assets acquired | 1,041 | ||||||||||
Goodwill | $ 3,899 | 3,900 | |||||||||
MIS | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid | $ 42,177 | ||||||||||
Equity issued | 2,616 | ||||||||||
Contingent consideration | 600 | ||||||||||
Purchase consideration | 45,393 | ||||||||||
Assets: | |||||||||||
Cash | 13,559 | ||||||||||
Accounts receivable | 1,097 | ||||||||||
Contract assets | 665 | ||||||||||
Property, plant and equipment | 451 | ||||||||||
Intangible assets | 35,000 | ||||||||||
Other non-current assets | 676 | ||||||||||
Total assets | 51,448 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 3,689 | ||||||||||
Deferred revenue | 7,128 | ||||||||||
Other current liabilities | 2,749 | ||||||||||
Deferred tax liabilities | 7,297 | ||||||||||
Total liabilities | 20,863 | ||||||||||
Fair value of net identifiable assets acquired | 30,585 | ||||||||||
Goodwill | $ 14,808 | 14,800 | |||||||||
Roccor | |||||||||||
Business Acquisition [Line Items] | |||||||||||
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 assets | 23,364 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 1,880 | ||||||||||
Deferred revenue | 3,240 | ||||||||||
Other current liabilities | 5,112 | ||||||||||
Deferred tax liabilities | 1,952 | ||||||||||
Total liabilities | 12,184 | ||||||||||
Fair value of net identifiable assets acquired | 11,180 | ||||||||||
Goodwill | $ 6,041 | 6,000 | |||||||||
LoadPath | |||||||||||
Business Acquisition [Line Items] | |||||||||||
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 assets | 6,664 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 334 | ||||||||||
Deferred revenue | 115 | ||||||||||
Other current liabilities | 1,203 | ||||||||||
Total liabilities | 1,652 | ||||||||||
Fair value of net identifiable assets acquired | 5,012 | ||||||||||
Goodwill | $ 3,386 | 3,400 | |||||||||
Oakman | |||||||||||
Business Acquisition [Line Items] | |||||||||||
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 | 7,980 | ||||||||||
Total assets | 9,963 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 46 | ||||||||||
Accrued expenses | 2,022 | ||||||||||
Deferred revenue | 253 | ||||||||||
Other current liabilities | 45 | ||||||||||
Deferred tax liabilities | 2,128 | ||||||||||
Total liabilities | 4,494 | ||||||||||
Fair value of net identifiable assets acquired | 5,469 | ||||||||||
Goodwill | $ 8,783 | ||||||||||
DPSS | |||||||||||
Business Acquisition [Line Items] | |||||||||||
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 | 24,370 | ||||||||||
Other non-current assets | 48 | ||||||||||
Total assets | 28,723 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 1,186 | ||||||||||
Accrued expenses | 1,282 | ||||||||||
Deferred revenue | 4,003 | ||||||||||
Other current liabilities | 63 | ||||||||||
Deferred tax liabilities | 6,138 | ||||||||||
Total liabilities | 12,672 | ||||||||||
Fair value of net identifiable assets acquired | 16,051 | ||||||||||
Goodwill | $ 11,254 | $ 11,300 | |||||||||
Techshot | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid | $ 2,228 | ||||||||||
Equity issued | 38,493 | ||||||||||
Purchase consideration | 40,721 | ||||||||||
Assets: | |||||||||||
Cash | 406 | ||||||||||
Accounts receivable | 287 | ||||||||||
Contract assets | 926 | ||||||||||
Inventory | 120 | ||||||||||
Prepaid expenses and other current assets | 86 | ||||||||||
Property, plant and equipment | 14,818 | ||||||||||
Intangible assets | 4,120 | ||||||||||
Total assets | 20,763 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 39 | ||||||||||
Accrued expenses | 293 | ||||||||||
Deferred revenue | 675 | ||||||||||
Other current liabilities | 35 | ||||||||||
Deferred tax liabilities | 5,521 | ||||||||||
Total liabilities | 6,563 | ||||||||||
Fair value of net identifiable assets acquired | 14,200 | ||||||||||
Goodwill | $ 26,521 |
Business Combinations - Intangi
Business Combinations - Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Feb. 17, 2021 | Jan. 15, 2021 | Dec. 11, 2020 | Oct. 28, 2020 | Jun. 22, 2020 | Jun. 01, 2020 | Mar. 02, 2020 |
Adcole | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 9,690 | |||||||
Adcole | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 1,000 | |||||||
Weighted average useful life in years | 10 years | |||||||
Adcole | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 2,400 | |||||||
Weighted average useful life in years | 10 years | |||||||
Adcole | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 6,100 | |||||||
Weighted average useful life in years | 20 years | |||||||
Adcole | In-process research and development | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 190 | |||||||
DSS | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 850 | |||||||
DSS | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 150 | |||||||
Weighted average useful life in years | 5 years | |||||||
DSS | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 700 | |||||||
Weighted average useful life in years | 20 years | |||||||
MIS | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 35,000 | |||||||
MIS | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 3,400 | |||||||
Weighted average useful life in years | 6 years | |||||||
MIS | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 16,000 | |||||||
Weighted average useful life in years | 10 years | |||||||
MIS | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 15,600 | |||||||
Weighted average useful life in years | 20 years | |||||||
Roccor | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 13,400 | |||||||
Roccor | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 1,200 | |||||||
Weighted average useful life in years | 10 years | |||||||
Roccor | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 6,500 | |||||||
Weighted average useful life in years | 15 years | |||||||
Roccor | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 5,700 | |||||||
Weighted average useful life in years | 20 years | |||||||
LoadPath | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 4,230 | |||||||
LoadPath | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 560 | |||||||
Weighted average useful life in years | 10 years | |||||||
LoadPath | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 370 | |||||||
Weighted average useful life in years | 10 years | |||||||
LoadPath | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 3,300 | |||||||
Weighted average useful life in years | 15 years | |||||||
Oakman | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 7,980 | |||||||
Oakman | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 80 | |||||||
Weighted average useful life in years | 1 year | |||||||
Oakman | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 4,400 | |||||||
Weighted average useful life in years | 15 years | |||||||
Oakman | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 3,500 | |||||||
Weighted average useful life in years | 20 years | |||||||
DPSS | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 24,370 | |||||||
DPSS | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 170 | |||||||
Weighted average useful life in years | 1 year | |||||||
DPSS | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 11,900 | |||||||
Weighted average useful life in years | 20 years | |||||||
DPSS | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 12,300 | |||||||
Weighted average useful life in years | 20 years | |||||||
Techshot | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 4,120 | |||||||
Techshot | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 240 | |||||||
Weighted average useful life in years | 3 years | |||||||
Techshot | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 1,800 | |||||||
Weighted average useful life in years | 10 years | |||||||
Techshot | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 1,400 | |||||||
Weighted average useful life in years | 9 years | |||||||
Techshot | In-process research and development | ||||||||
Business Acquisition [Line Items] | ||||||||
Total intangible assets | $ 680 |
Business Combinations - Valuati
Business Combinations - Valuation Assumptions (Details) | Oct. 28, 2020 | Jun. 22, 2020 |
MIS | Risk-free interest rate | ||
Business Acquisition [Line Items] | ||
Measurement input | 0.0005 | |
MIS | Revenue volatility | ||
Business Acquisition [Line Items] | ||
Measurement input | 0.517 | |
Roccor | Risk-free interest rate | ||
Business Acquisition [Line Items] | ||
Measurement input | 0.001 | |
Roccor | Revenue discount rate | ||
Business Acquisition [Line Items] | ||
Measurement input | 0.070 | |
Roccor | Revenue volatility | ||
Business Acquisition [Line Items] | ||
Measurement input | 0.300 | |
Roccor | Earnout payment discount rate | ||
Business Acquisition [Line Items] | ||
Measurement input | 0.040 |
Business Combinations - Post-Ac
Business Combinations - Post-Acquisition Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 6 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Transaction expenses | $ 5,000 | ||||||
Adcole | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | $ 8,096 | ||||||
Net income (loss) | (1,878) | ||||||
Transaction expenses | $ 2,055 | ||||||
DSS | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | $ 5,381 | ||||||
Net income (loss) | (1,707) | ||||||
Transaction expenses | $ 434 | ||||||
MIS | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | $ 22,061 | ||||||
Net income (loss) | (1,186) | ||||||
Transaction expenses | $ 4,132 | ||||||
Roccor | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | $ 5,003 | ||||||
Net income (loss) | 338 | ||||||
Transaction expenses | $ 1,838 | ||||||
LoadPath | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | $ 245 | ||||||
Net income (loss) | (32) | ||||||
Transaction expenses | $ 1,485 | ||||||
Oakman | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | 4,531 | ||||||
Net income (loss) | (1,762) | ||||||
Transaction expenses | 657 | ||||||
DPSS | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | 26,678 | ||||||
Net income (loss) | (554) | ||||||
Transaction expenses | $ 1,605 | ||||||
Techshot | |||||||
Business Acquisition [Line Items] | |||||||
Post-acquisition revenues | $ 1,563 | ||||||
Net income (loss) | (392) | ||||||
Transaction expenses | $ 1,620 |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations 2021 | ||
Business Acquisition [Line Items] | ||
Revenues | $ 149,295 | |
Net income (loss) | $ (57,766) | |
Business Combinations 2020 | ||
Business Acquisition [Line Items] | ||
Revenues | $ 126,999 | |
Net income (loss) | $ (7,902) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Warrant liabilities | $ 19,098 | $ 0 |
Notes payable to sellers | 1,000 | 1,827 |
Fair Value, Recurring | ||
Liabilities: | ||
Warrant liabilities | 19,098 | 0 |
Notes payable to sellers | 1,000 | 1,257 |
Total | 20,098 | 1,257 |
Level 1 | Fair Value, Recurring | ||
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Notes payable to sellers | 0 | 0 |
Total | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Notes payable to sellers | 0 | 0 |
Total | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Liabilities: | ||
Warrant liabilities | 19,098 | 0 |
Notes payable to sellers | 1,000 | 1,257 |
Total | $ 20,098 | $ 1,257 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Changes in Fair Value (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 0 | $ 0 | $ 1,257 |
Additions | 0 | 1,257 | 22,177 |
Changes in fair value | 0 | 0 | 8,262 |
Settlements | 0 | 0 | (11,598) |
Ending balance | 0 | 1,257 | 20,098 |
Contingent Consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | 0 | 1,257 |
Additions | 0 | 1,257 | 450 |
Changes in fair value | 0 | 0 | 10,891 |
Settlements | 0 | 0 | (11,598) |
Ending balance | 0 | 1,257 | 1,000 |
Private Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Additions | 0 | 0 | 21,727 |
Changes in fair value | 0 | 0 | (2,629) |
Settlements | 0 | 0 | 0 |
Ending balance | $ 0 | $ 0 | $ 19,098 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net | ||
Billed receivables | $ 14,820,000 | $ 5,352,000 |
Unbilled receivables | 1,442,000 | 705,000 |
Total accounts receivable, net | 16,262,000 | 6,057,000 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 414 | $ 330 |
Work in process | 117 | 0 |
Finished goods | 157 | 0 |
Inventory | $ 688 | $ 330 |
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, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (307) | $ (2,255) | |
Property, plant and equipment, net | 3,262 | 19,384 | |
Depreciation expense | $ 59 | 307 | 1,944 |
Accelerated depreciation | 100 | ||
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 739 | 1,380 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 442 | 783 | |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,357 | 16,856 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 359 | 0 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 672 | 2,205 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 0 | $ 415 |
Goodwill (Details)
Goodwill (Details) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)reportingUnit | |
Goodwill [Line Items] | ||
Number of reporting units | reportingUnit | 3 | |
Goodwill [Roll Forward] | ||
Beginning balance of goodwill | $ 0 | $ 52,711,000 |
Change arising from impact of foreign currency | 344,000 | (247,000) |
Ending balance of goodwill | 52,711,000 | 96,314,000 |
Oakman | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 6,866,000 | |
Measurement period adjustment - acquisition | 1,917,000 | |
DPSS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 10,904,000 | |
Measurement period adjustment - acquisition | 350,000 | |
Ending balance of goodwill | 11,300,000 | |
Techshot | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 26,521,000 | |
Adcole | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 21,525,000 | |
DSS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 3,984,000 | |
Measurement period adjustment - acquisition | (85,000) | |
Ending balance of goodwill | 3,900,000 | |
MIS | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 15,320,000 | |
Measurement period adjustment - acquisition | (512,000) | |
Ending balance of goodwill | 14,800,000 | |
Roccor | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | 6,725,000 | |
Measurement period adjustment - acquisition | (684,000) | |
Ending balance of goodwill | 6,000,000 | |
LoadPath | ||
Goodwill [Roll Forward] | ||
Goodwill arising from acquisition | $ 4,813,000 | |
Measurement period adjustment - acquisition | (1,427,000) | |
Ending balance of goodwill | 3,400,000 | |
Mission Solutions Reporting Unit | ||
Goodwill [Line Items] | ||
Goodwill impairment | 0 | |
Space Components Reporting Unit | ||
Goodwill [Line Items] | ||
Goodwill impairment | 0 | |
Engineering Services Reporting Unit | ||
Goodwill [Line Items] | ||
Goodwill impairment | $ 0 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Accumulated amortization | $ (2,800) | $ (11,443) | $ (2,800) | |
Net carrying amount | 89,607 | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Gross carrying amount | 63,761 | 102,285 | 63,761 | |
Accumulated amortization | (2,800) | (11,443) | (2,800) | |
Net carrying amount | 60,961 | 90,842 | 60,961 | |
Amortization expense | $ 0 | 2,800 | 8,640 | |
Future Amortization Expense on Intangible Assets | ||||
2022 | 9,443 | |||
2023 | 9,304 | |||
2024 | 8,664 | |||
2025 | 7,768 | |||
2026 | 7,221 | |||
Thereafter | 47,207 | |||
Cosmos Tradename | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Carrying amount | 300 | 300 | 300 | |
IPR&D | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Carrying amount | 208 | 935 | 208 | |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 31,541 | 48,612 | 31,541 | |
Accumulated amortization | (899) | (3,592) | (899) | |
Net carrying amount | 30,642 | $ 45,020 | $ 30,642 | |
Weighted average useful life in years | 19 years | 19 years | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated amortization | (899) | $ (3,592) | $ (899) | |
Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 25,368 | 43,339 | 25,368 | |
Accumulated amortization | (1,508) | (5,894) | (1,508) | |
Net carrying amount | 23,860 | $ 37,445 | $ 23,860 | |
Weighted average useful life in years | 14 years | 12 years | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated amortization | (1,508) | $ (5,894) | $ (1,508) | |
Trademark | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 6,344 | 6,807 | 6,344 | |
Accumulated amortization | (393) | (1,572) | (393) | |
Net carrying amount | 5,951 | $ 5,235 | $ 5,951 | |
Weighted average useful life in years | 7 years | 9 years | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated amortization | $ (393) | $ (1,572) | $ (393) | |
Internal-use software licenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 2,292 | |||
Accumulated amortization | (385) | |||
Net carrying amount | $ 1,907 | |||
Weighted average useful life in years | 3 years | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated amortization | $ (385) |
Debt - Narrative (Details)
Debt - Narrative (Details) | Sep. 23, 2021USD ($) | Sep. 02, 2021USD ($) | Jul. 30, 2021USD ($) | Jun. 18, 2021USD ($) | Jan. 15, 2021USD ($) | Jun. 21, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Sep. 03, 2021USD ($) | Feb. 17, 2021USD ($) | Oct. 28, 2020USD ($) | Aug. 31, 2020USD ($) | May 01, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Draw down amount | $ 1,463,000 | $ 81,289,000 | $ 53,024,000 | ||||||||||
Principal amount | 77,716,000 | 77,551,000 | |||||||||||
Forgiveness amount | $ 600,000 | ||||||||||||
Available liquidity | 25,500,000 | ||||||||||||
Cash and cash equivalents | 22,076,000 | 20,523,000 | |||||||||||
Borrowings outstanding under credit facility | 5,000,000 | ||||||||||||
DSS PPP Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 1,100,000 | ||||||||||||
Interest rate | 1.00% | ||||||||||||
Repayments of debt | $ 500,000 | ||||||||||||
Effective interest rate | 0.00% | ||||||||||||
Medium-term Notes | Adams Street Capital Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit amount | $ 31,000,000 | ||||||||||||
Draw down amount | $ 15,000,000 | ||||||||||||
Additional borrowing capacity | $ 32,000,000 | ||||||||||||
Net leverage ratio | 6.50 | ||||||||||||
Effective interest rate | 7.58% | ||||||||||||
Medium-term Notes | Adams Street Delayed Draw Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit amount | 15,000,000 | ||||||||||||
Effective interest rate | 7.57% | ||||||||||||
Line of Credit | Adams Street Capital Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Draw down amount | $ 3,000,000 | ||||||||||||
Debt repayment | $ 3,000,000 | ||||||||||||
Principal amount | $ 0 | $ 0 | |||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit amount | 5,000,000 | ||||||||||||
Effective interest rate | 7.00% | ||||||||||||
Notes Payable to Banks | SVB Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt repayment | $ 41,600,000 | ||||||||||||
Face amount | $ 51,100,000 | $ 45,400,000 | |||||||||||
Effective interest rate | 0.00% | ||||||||||||
Notes Payable to Banks | D&O Financing Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 3,000,000 | ||||||||||||
Interest rate | 1.74% | ||||||||||||
Effective interest rate | 1.75% | ||||||||||||
Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt repayment | $ 600,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 79,204,000 | $ 78,558,000 |
Less: unamortized discounts and issuance costs | 1,653,000 | 842,000 |
Total | 77,551,000 | 77,716,000 |
Less: Short-term debt, including current portion of long-term debt | 2,684,000 | 1,074,000 |
Total long-term debt, net | $ 74,867,000 | 76,642,000 |
DSS PPP Loan | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 0.00% | |
Total debt | $ 0 | 1,058,000 |
Medium-term Notes | Adams Street Capital Agreement | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 7.58% | |
Total debt | $ 30,690,000 | 31,000,000 |
Medium-term Notes | Adams Street Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 7.57% | |
Total debt | $ 14,850,000 | 0 |
Medium-term Notes | Adams Street Incremental Term Loan | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 7.47% | |
Total debt | $ 31,760,000 | 0 |
Line of Credit | Adams Street Capital Agreement | ||
Debt Instrument [Line Items] | ||
Total | $ 0 | 0 |
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 7.00% | |
Total debt | $ 0 | 0 |
Notes Payable to Banks | SVB Loan | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 0.00% | |
Total debt | $ 0 | 46,500,000 |
Notes Payable to Banks | D&O Financing Loan | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 1.75% | |
Total debt | $ 1,904,000 | $ 0 |
Debt - Maturities of Long-Term
Debt - Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2022 | $ 2,684 | |
2023 | 780 | |
2024 | 780 | |
2025 | 780 | |
2026 | 74,180 | |
Thereafter | 0 | |
Total | 79,204 | $ 78,558 |
Adams Street Capital Agreement | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2022 | 310 | |
2023 | 310 | |
2024 | 310 | |
2025 | 310 | |
2026 | 29,450 | |
Thereafter | 0 | |
Total | 30,690 | 31,000 |
Adams Street Delayed Draw Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2022 | 150 | |
2023 | 150 | |
2024 | 150 | |
2025 | 150 | |
2026 | 14,250 | |
Thereafter | 0 | |
Total | 14,850 | 0 |
Adams Street Incremental Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2022 | 320 | |
2023 | 320 | |
2024 | 320 | |
2025 | 320 | |
2026 | 30,480 | |
Thereafter | 0 | |
Total | 31,760 | 0 |
D&O Financing Loan | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
2022 | 1,904 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total | $ 1,904 | $ 0 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Interest expense on debt | $ 83 | $ 878 | $ 6,458 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Leased Assets [Line Items] | |
Renewal term | 9 years |
Renewal term extension | 60 days |
Future minimum lease obligations | $ 1,600 |
Minimum | |
Operating Leased Assets [Line Items] | |
Minimum rent percentage | 1.96% |
Maximum | |
Operating Leased Assets [Line Items] | |
Minimum rent percentage | 4.00% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 4,330 |
2023 | 4,517 |
2024 | 4,625 |
2025 | 4,015 |
2026 | 3,030 |
Thereafter | 5,772 |
Total future annual minimum lease payments | $ 26,289 |
Leases - Rent Expense (Details)
Leases - Rent Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Rent expense on leases | $ 228 | $ 1,091 | $ 3,424 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (387) | $ 0 | $ 0 |
State | 3 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total current income tax expense (benefit) | (384) | 0 | 0 |
Deferred: | |||
Federal | 0 | (3,064) | (9,376) |
State | 0 | (595) | (1,893) |
Foreign | 0 | 0 | 0 |
Deferred provision (benefit) for income taxes | 0 | (3,659) | (11,269) |
Total income tax expense (benefit) | $ (384) | $ (3,659) | $ (11,269) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes | $ (1,718) | $ (18,033) | $ (72,806) |
Effective tax rate | 22.40% | 20.30% | 15.50% |
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
Expected federal provision (benefit) for income taxes at the federal statutory income tax rate | $ (361) | $ (3,787) | $ (15,289) |
State income tax (benefit), net of federal tax benefit | 29 | (595) | (1,946) |
Research and development tax credits | (460) | (20) | 324 |
Permanent differences | (17) | 57 | 1,931 |
Tax (benefits) / non-deductible expenses related to equity-based compensation | (119) | 0 | 5,228 |
Acquisition costs | 0 | 685 | (1,106) |
Reserves for unrecognized income tax benefits | 386 | 1 | (273) |
Change in valuation allowance | 129 | 0 | 458 |
Other | 29 | 0 | (596) |
Total income tax expense (benefit) | $ (384) | $ (3,659) | $ (11,269) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued expenses and reserves | $ 1,106 | $ 493 |
Deferred rent | 58 | 82 |
Tax credit carryforwards | 226 | 346 |
Deferred revenue | 636 | 1,168 |
Net operating loss carryforwards | 12,052 | 3,467 |
Interest disallowance | 1,921 | 271 |
Equity-based compensation | 566 | 0 |
Other assets | 14 | 0 |
Total deferred tax assets | 16,579 | 5,827 |
Less: valuation allowance | (515) | (57) |
Deferred tax assets, net of valuation allowance | 16,064 | 5,770 |
Deferred tax liabilities: | ||
Depreciation and amortization | (23,922) | (12,949) |
Other | (743) | (188) |
Deferred tax liabilities | (24,665) | (13,137) |
Total net deferred tax assets (liabilities) | $ (8,601) | $ (7,367) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 09, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||||
Net operating loss | $ 45,200,000 | ||||
Uncertain tax positions | $ 1,671,000 | $ 1,671,000 | 1,380,000 | $ 1,671,000 | $ 1,275,000 |
Unrecognized tax benefits recognized | 1,300,000 | ||||
Interest and penalty expense | $ 0 | $ 0 | 0 | ||
Domestic Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss | 9,500,000 | ||||
State and Local Jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss | 2,000,000 | ||||
Foreign Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss | $ 500,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 1,275 | $ 1,671 | $ 1,671 |
Increase for tax positions taken related to a prior period | 105 | ||
Decrease for tax positions taken related to a prior period | 0 | (291) | |
Increase (decrease) for tax positions taken during the current period | 291 | 0 | 0 |
Unrecognized tax benefits, end of period | $ 1,671 | $ 1,671 | $ 1,380 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)plan | |
Defined Contribution Plan Disclosure [Line Items] | |||
Number of contribution plans | plan | 6 | ||
Percent of employee contributions | 50.00% | ||
Employer matching contributions of gross pay | 6.00% | ||
Expense for matching contributions, included in: | $ 0 | $ 187 | $ 2,299 |
Cost of sales | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expense for matching contributions, included in: | 0 | 187 | 2,143 |
Selling, general and administrative | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expense for matching contributions, included in: | $ 0 | $ 0 | $ 156 |
Roccor 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employee contributions | 100.00% | ||
Employer matching contributions of gross pay | 4.00% | ||
LoadPath 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employee contributions | 100.00% | ||
Employer matching contributions of gross pay | 6.00% | ||
Oakman 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions, first threshold | 100.00% | ||
Employer matching contributions of gross pay, first threshold | 3.00% | ||
Employer contributions, second threshold | 50.00% | ||
Employer matching contributions of gross pay, second threshold | 2.00% | ||
DPSS 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions, first threshold | 100.00% | ||
Employer matching contributions of gross pay, first threshold | 3.00% | ||
Employer contributions, second threshold | 50.00% | ||
Employer matching contributions of gross pay, second threshold | 2.00% | ||
Techshot 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employee contributions | 50.00% | ||
Employer matching contributions of gross pay | 8.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 12 Months Ended | |||
Dec. 31, 2021vote$ / sharesshares | Sep. 02, 2021$ / sharesshares | Sep. 01, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | ||||
Units issued (in shares) | 100 | |||
Unites outstanding (in shares) | 100 | |||
Common stock, shares outstanding (in shares) | 62,690,869 | 59,661,273 | 37,200,000 | |
Authorized shares of Common Stock (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock pare value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Authorized shares of Preferred Stock (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred Stock par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes held | vote | 1 | |||
Preferred Stock outstanding at the period end (in shares) | 0 | 0 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 02, 2021 | |
Class of Warrant or Right [Line Items] | |||||
Change in fair value of warrants | $ 0 | $ 0 | $ (2,629) | ||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants to purchase common stock (in shares) | 1 | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |||
Redemption price (in dollars per share) | 0.01 | $ 0.01 | |||
Written notice of redemption period | 30 days | ||||
Stock price trigger (in dollars per share) | $ 18 | $ 18 | |||
Threshold trading days | 20 days | ||||
Threshold trading day period | 30 days | ||||
Business days prior to the notice of redemption | 3 days | ||||
Warrants outstanding (in shares) | 8,188,811 | 8,188,811 | |||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (in dollars per share) | $ 2.47 | $ 2.47 | $ 2.81 | ||
Warrants outstanding (in shares) | 7,732,168 | 7,732,168 | |||
Change in fair value of warrants | $ (2,600) |
Warrants - Private Warrants Ass
Warrants - Private Warrants Assumptions (Details) - Private Warrants - $ / shares | Sep. 02, 2021 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 |
Common stock price (in dollars per share) | $ 10.50 | $ 6.75 |
Expected option term (years) | 5 years | 4 years 8 months 1 day |
Expected volatility | 32.80% | 60.50% |
Risk-free rate of return | 0.78% | 1.21% |
Expected annual dividend yield | 0.00% | 0.00% |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | Sep. 02, 2021shares | Jun. 21, 2020USD ($)noteplanshares | Dec. 31, 2020USD ($)tranche$ / sharesshares | Dec. 31, 2021USD ($)plan$ / sharesshares | Dec. 31, 2017USD ($)member | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of equity-based compensation plans | plan | 2 | 3 | ||||
Common stock shares reserved (in shares) | shares | 7,936,136 | 1,000,000 | ||||
Principal amount | $ 77,716,000 | $ 77,551,000 | ||||
Grant date fair value of options | $ 500,000 | |||||
Service period | 12 months | 4 years | ||||
Number of promissory notes | note | 3 | |||||
Incremental cost resulting from plan modification | $ 2,200,000 | |||||
Incentive units participation threshold (in dollars per share) | $ / shares | $ 1 | |||||
Number of tranches | tranche | 3 | |||||
Grant date fair value amount | $ 12,000 | |||||
Percentage recognized | 75.00% | |||||
Remaining service period | 3 months | |||||
Unrecognized compensation costs | $ 2,400,000 | |||||
Vesting period | 3 years | |||||
Shares outstanding (in shares) | shares | 0 | 1,546,400 | 133,661 | |||
Unrecognized compensation costs | $ 4,600,000 | |||||
Shares vested that are exercisable (in shares) | shares | 0 | |||||
Promissory Notes | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of management members | member | 3 | |||||
Principal amount | $ 1,000,000 | |||||
Promissory Notes | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Effective interest rate | 1.85% | |||||
Promissory Notes | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Effective interest rate | 1.91% | |||||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock shares reserved (in shares) | shares | 755,822 | |||||
Annual increase period | 10 years | |||||
Awards granted (in shares) | shares | 0 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | 3 years | ||||
Contractual term | 10 years | 10 years | ||||
Stock Options | First Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Vesting percentage | 25.00% | 33.30% | ||||
Stock Options | Second Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 36 months | |||||
Vesting percentage | 2.08% | 33.30% | ||||
Stock Options | Third Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.40% | |||||
Incentive Stock Options and Non-Qualified Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value amount | $ 500,000 | |||||
Fair value of accelerated equity-based awards | 100,000 | |||||
Shares outstanding (in shares) | shares | 0 | |||||
Related tax benefit | $ 21,000 | |||||
Incentive Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares outstanding (in shares) | shares | 0 | 1,028,784 | ||||
Tax benefit of equity-based compensation | $ 200,000 | $ 0 | 0 | |||
Non-Qualified Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Tax benefit of equity-based compensation | $ 1,000 | $ 0 | 0 | |||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation costs | $ 18,400,000 | |||||
RSUs granted (in shares) | shares | 1,734,600 | |||||
RSUs granted (in dollars per share) | $ / shares | $ 11.67 | |||||
Weighted-average period | 1 year 9 months 18 days | |||||
Units vested (in shares) | shares | 0 | |||||
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | shares | 1,659,600 | |||||
RSUs granted (in dollars per share) | $ / shares | $ 11.72 | |||||
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
RSUs granted (in shares) | shares | 75,000 | |||||
RSUs granted (in dollars per share) | $ / shares | $ 10.50 |
Equity-Based Compensation - Wei
Equity-Based Compensation - Weighted Average Assumptions (Details) | 6 Months Ended | 11 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | |
Incentive Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of volatilities, minimum | 55.00% | |
Range of volatilities, maximum | 63.09% | |
Range of risk-free interest rates, minimum | 1.33% | |
Range of risk-free interest rates, maximum | 1.62% | |
Incentive Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 3 years | |
Range of Predecessor Promissory Notes interest rates | 1.85% | |
Incentive Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 5 years | |
Range of Predecessor Promissory Notes interest rates | 1.91% | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 6 years | |
Expected volatility | 32.80% | |
Range of volatilities, minimum | 55.00% | |
Range of volatilities, maximum | 63.09% | |
Range of risk-free interest rates, minimum | 1.33% | 0.93% |
Range of risk-free interest rates, maximum | 2.51% | 1.15% |
Expected annual dividend yield | 0.00% | 0.00% |
Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 3 years | |
Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 5 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Outstanding, beginning balance (in shares) | 0 | 133,661 |
Granted options (in shares) | 1,546,400 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | 0 | (2,900) |
Settled or cancelled (in shares) | (130,761) | |
Outstanding, ending balance (in shares) | 1,546,400 | 0 |
Weighted-Average Grant Date Fair Value per Share | ||
Outstanding, beginning balance (in dollars per share) | $ 0 | $ 0.66 |
Granted (in dollars per share) | 3.32 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | 0.77 |
Settled or cancelled (in dollars per share) | 0.66 | |
Outstanding, ending balance (in dollars per share) | 3.32 | 0 |
Weighted-average exercise price | ||
Outstanding, ending balance (in dollars per share) | 10 | 0 |
Granted (in dollars per share) | 10 | |
Forfeited (in dollars per share) | 0 | 1.80 |
Settled or cancelled (in dollars per share) | 1.46 | |
Exercised (in dollars per share) | 0 | |
Outstanding, beginning balance (in dollars per share) | $ 0 | $ 1.47 |
Weighted-Average Remaining Contractual Term (Years) | 9 years 8 months 1 day | |
Incentive Stock Options | ||
Shares | ||
Outstanding, beginning balance (in shares) | 0 | 1,028,784 |
Settled or cancelled (in shares) | (1,028,784) | |
Outstanding, ending balance (in shares) | 0 | |
Weighted-average exercise price | ||
Outstanding, ending balance (in dollars per share) | $ 0 | |
Settled or cancelled (in dollars per share) | 0.99 | |
Outstanding, beginning balance (in dollars per share) | $ 0 | $ 0.99 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Restricted Stock (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Restricted Shares | |
Unvested, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 1,734,600 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (16,650) |
Unvested, ending balance (in shares) | shares | 1,717,950 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 11.67 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 12.72 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 11.66 |
Weighted-Average Remaining Contractual Term (in Years) | 1 year 9 months 18 days |
Aggregate Intrinsic Value | $ | $ 11,596 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 995 | $ 102 | $ 27,112 |
Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 0 | 0 | 2,116 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 995 | 102 | 24,996 |
Selling, general and administrative | Promissory Notes | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 988 | 0 | 0 |
Incentive Units | Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 0 | 0 | 1,635 |
Incentive Units | Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 0 | 0 | 23,260 |
Stock Options | Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 0 | 0 | 15 |
Stock Options | Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 7 | 102 | 542 |
Restricted Stock Units | Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 0 | 0 | 466 |
Restricted Stock Units | Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 0 | $ 0 | $ 1,194 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | |||
Net income (loss) | $ (1,334) | $ (14,374) | $ (61,537) |
Denominator: | |||
Weighted average shares outstanding – basic (in shares) | 0 | 37,200,000 | 45,082,544 |
Weighted average shares outstanding – diluted (in shares) | 0 | 37,200,000 | 45,082,544 |
Basic net income (loss) per share (in dollars per share) | $ 0 | $ (0.39) | $ (1.36) |
Diluted net income (loss) per share (in dollars per share) | $ 0 | $ (0.39) | $ (1.36) |
Antidilutive securities (in shares) | 0 |
Revenue - Revenues by Customer
Revenue - Revenues by Customer Grouping (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 16,651 | $ 40,785 | $ 137,601 |
Civil space | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 15,844 | 23,571 | 60,052 |
National security | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 684 | 7,034 | 29,833 |
Commercial and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 123 | $ 10,180 | $ 47,716 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 11,748 | $ 4,172 |
Contract liabilities | $ 15,734 | $ 15,665 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liability, revenue recognized | $ 15,300 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 129,300 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 78.00% | |
Remaining performance obligation, period | 12 months |
Revenue - EAC Adjustments (Deta
Revenue - EAC Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net EAC adjustments, before income taxes | $ (1,718) | $ (18,033) | $ (72,806) |
Net EAC adjustments, net of income taxes | $ (1,334) | $ (14,374) | $ (61,537) |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ 0 | $ (0.39) | $ (1.36) |
Contracts Accounted for under Percentage of Completion | |||
Disaggregation of Revenue [Line Items] | |||
Net EAC adjustments, before income taxes | $ 728 | $ (1,835) | |
Net EAC adjustments, net of income taxes | $ 580 | $ (1,551) | |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ 0.02 | $ (0.03) |
Revenue - Revenues by Geographi
Revenue - Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 16,651 | $ 40,785 | $ 137,601 |
U.S. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 15,856 | 38,774 | 133,309 |
Luxembourg | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 795 | 1,535 | 3,724 |
Germany | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 46 | 140 |
South Korea | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 147 | 272 |
Poland | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 169 | 138 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 0 | $ 114 | $ 18 |
Revenue - Revenues by Customers
Revenue - Revenues by Customers (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 16,651 | $ 40,785 | $ 137,601 |
Boeing | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 0 | 17,753 |
NASA | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 15,020 | 21,352 | 48,476 |
Major Customers | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 15,020 | $ 21,352 | $ 66,229 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Total fees paid to AEI | $ 2,726 | $ 1,496 | ||
Receivable from related party | $ 4,900 | |||
Due from related party | 4,900 | |||
Director | ||||
Related Party Transaction [Line Items] | ||||
Shares granted to related party (in shares) | 12,500 | |||
Management fees paid to AEI | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Total fees paid to AEI | 500 | 477 | ||
Transaction fees paid to AEI | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Total fees paid to AEI | $ 2,226 | $ 1,019 |
Subsequent Events (Details)
Subsequent Events (Details) - Revolving Credit Facility - Line of Credit - USD ($) | Mar. 25, 2022 | Oct. 28, 2020 |
Subsequent Event | Financial Guarantee | ||
Subsequent Event [Line Items] | ||
Cap amount | $ 15,000,000 | |
Outstanding amount | 10,000,000 | |
Adams Street Capital Agreement | ||
Subsequent Event [Line Items] | ||
Credit amount | $ 5,000,000 | |
Adams Street Capital Agreement | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Credit amount | $ 25,000,000 | |
Commitment fee percentage | 2.00% | |
First Covenant | Adams Street Capital Agreement | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Current borrowing capacity | $ 5,000,000 | |
First Covenant | Adams Street Capital Agreement | Subsequent Event | Eurocurrency Rate | ||
Subsequent Event [Line Items] | ||
Interest rate | 6.00% | |
First Covenant | Adams Street Capital Agreement | Subsequent Event | Base Rate | ||
Subsequent Event [Line Items] | ||
Interest rate | 5.00% | |
Second Covenant | Adams Street Capital Agreement | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Current borrowing capacity | $ 5,000,000 | |
Second Covenant | Adams Street Capital Agreement | Subsequent Event | Eurocurrency Rate | ||
Subsequent Event [Line Items] | ||
Interest rate | 7.50% | |
Second Covenant | Adams Street Capital Agreement | Subsequent Event | Base Rate | ||
Subsequent Event [Line Items] | ||
Interest rate | 6.50% |