Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | $ 62.1 | ||
Entity Common Stock, Shares Outstanding | 64,280,631 | ||
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 2023 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 | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | RDW | ||
Security Exchange Name | NYSE | ||
Warrant liabilities | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each to purchase one share of Common Stock | ||
Trading Symbol | RDW WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Jacksonville, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 28,316 | $ 20,523 | |
Accounts receivable, net | 26,726 | 16,262 | |
Contract assets | 31,041 | 11,748 | |
Inventory | 1,469 | 688 | |
Income tax receivable | 688 | 688 | |
Prepaid insurance | 2,240 | 2,819 | |
Prepaid expenses and other current assets | 5,687 | 2,488 | |
Total current assets | 96,167 | 55,216 | |
Property, plant and equipment, net | 12,761 | 19,384 | |
Right-of-use assets | 13,103 | ||
Intangible assets, net | 66,871 | 90,842 | |
Goodwill | 64,618 | 96,314 | |
Equity method investments | 3,269 | 0 | |
Other non-current assets | 909 | 0 | |
Total assets | 257,698 | 261,756 | |
Current liabilities: | |||
Accounts payable | 17,584 | 13,131 | |
Notes payable to sellers | 1,000 | 1,000 | |
Short-term debt, including current portion of long-term debt | 2,578 | 2,684 | |
Short-term operating lease liabilities | 3,214 | ||
Short-term finance lease liabilities | 299 | ||
Accrued expenses | 36,581 | 17,118 | |
Deferred revenue | 29,817 | 15,734 | |
Other current liabilities | 3,666 | 1,571 | |
Total current liabilities | 94,739 | 51,238 | |
Long-term debt | 74,745 | 74,867 | |
Long-term operating lease liabilities | 12,670 | ||
Long-term finance lease liabilities | 579 | ||
Warrant liabilities | 1,314 | 19,098 | |
Deferred tax liabilities | 3,255 | 8,601 | |
Other non-current liabilities | 506 | 730 | |
Total liabilities | 187,808 | 154,534 | |
Commitments and contingencies (Note N) | |||
Convertible preferred stock, $0.0001 par value, 88,000 shares authorized; 81,250 and none issued and outstanding as of December 31, 2022 and December 31, 2021, respectively. Liquidation preference of $162,500 and zero as of December 31, 2022 and December 31, 2021, respectively | [1] | 76,365 | 0 |
Shareholders’ Equity (Deficit): | |||
Preferred stock, $0.0001 par value, 99,912,000 shares authorized; none issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 0 | 0 | |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 64,280,631 and 62,690,869 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 6 | 6 | |
Treasury stock | (381) | 0 | |
Additional paid-in capital | 198,126 | 183,024 | |
Accumulated deficit | (206,528) | (75,911) | |
Accumulated other comprehensive income (loss) | 2,076 | 103 | |
Total shareholders’ equity (deficit) | (6,701) | 107,222 | |
Noncontrolling interests | 226 | 0 | |
Total equity (deficit) | (6,475) | 107,222 | |
Total liabilities, convertible preferred stock and equity (deficit) | $ 257,698 | $ 261,756 | |
[1] Please refer to Note O for additional information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities, Convertible Preferred Stock and Equity (Deficit) | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 88,000 | 88,000 |
Convertible preferred stock issued (in shares) | 81,250 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 81,250 | 0 |
Convertible preferred stock, liquidation preference | $ 162,500 | $ 0 |
Shareholders’ Equity (Deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 99,912,000 | 99,912,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 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) | 64,280,631 | 62,690,869 |
Common stock, shares outstanding (in shares) | 64,280,631 | 62,690,869 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenues | $ 160,549 | $ 137,601 | |
Cost of sales | 131,854 | 108,224 | |
Gross margin | 28,695 | 29,377 | |
Operating expenses: | |||
Selling, general and administrative expenses | 70,342 | 78,695 | |
Contingent earnout expense | 0 | 11,337 | |
Transaction expenses | 3,237 | 5,016 | |
Total impairment expense | [1] | 96,623 | 0 |
Research and development | 4,941 | 4,516 | |
Operating income (loss) | (146,448) | (70,187) | |
Interest expense, net | 8,219 | 6,456 | |
Other (income) expense, net | (16,075) | (3,837) | |
Income (loss) before income taxes | (138,592) | (72,806) | |
Income tax expense (benefit) | (7,972) | (11,269) | |
Net income (loss) | (130,620) | (61,537) | |
Net income (loss) attributable to noncontrolling interests | (3) | 0 | |
Net income (loss) attributable to Redwire Corporation | $ (130,617) | $ (61,537) | |
Net income (loss) per common share: | |||
Net income (loss) per share, basic (in dollars per share) | [2] | $ (2.09) | $ (1.36) |
Net income (loss) per share, diluted (in dollars per share) | [2] | $ (2.09) | $ (1.36) |
Comprehensive income (loss): | |||
Net income (loss) | $ (130,617) | $ (61,537) | |
Foreign currency translation gain (loss), net of tax | 1,987 | (403) | |
Total other comprehensive income (loss), net of tax | 1,987 | (403) | |
Total comprehensive income (loss) | $ (128,630) | $ (61,940) | |
[1] Please refer to Note G, Note H, Note I, Note K and Note T Please refer to Note U for additional information. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Total Shareholders’ Equity (Deficit) | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | |
Common stock, beginning balance (in shares) at Dec. 31, 2020 | [1] | 37,200,000 | |||||||
Beginning balance at Dec. 31, 2020 | [1] | $ 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 costs (in shares) | 22,461,273 | ||||||||
GPAC shares net of redemptions, including PIPE, warrant liability, and Merger costs | 52,921 | $ 2 | 52,919 | ||||||
Parent’s contributions (in shares) | 3,029,596 | ||||||||
Parent’s contributions | 40,646 | 40,646 | |||||||
Earnout settlement in Parent’s 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) | ||||||||
Net income (loss) | $ (61,537) | (61,537) | |||||||
Common stock, ending balance (in shares) at Dec. 31, 2021 | 62,690,869 | 62,690,869 | |||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 107,222 | $ 107,222 | $ 6 | $ 0 | 183,024 | (75,911) | 103 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation expense | 10,786 | 10,786 | 10,786 | ||||||
Common stock issued under the committed equity facility (in shares) | 909,669 | ||||||||
Common stock issued under the committed equity facility | 3,047 | 3,047 | 3,047 | ||||||
Committed equity facility fee settled in common stock (in shares) | 127,751 | ||||||||
Committed equity facility fee settled in common stock | 756 | 756 | 756 | ||||||
Common stock issued for share-based awards (in shares) | 427,941 | ||||||||
Shares repurchased for settlement of employee tax withholdings on share-based awards (in shares) | 141,811 | ||||||||
Shares repurchased for settlement of employee tax withholdings on share-based awards | (381) | (381) | $ (381) | ||||||
Noncontrolling interests acquired in business combination | 215 | 215 | |||||||
Foreign currency translation, net of tax | 1,987 | 1,973 | 1,973 | 14 | |||||
Net income (loss) | (130,620) | (130,617) | (130,617) | (3) | |||||
Net income (loss) | (130,617) | ||||||||
Other (in shares) | 124,401 | ||||||||
Other | $ 513 | 513 | 513 | ||||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 64,280,631 | 64,280,631 | |||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2022 | 141,811 | ||||||||
Ending balance at Dec. 31, 2022 | $ (6,475) | $ (6,701) | $ 6 | $ (381) | $ 198,126 | $ (206,528) | $ 2,076 | $ 226 | |
[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 CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 02, 2021 | Sep. 01, 2021 |
Units outstanding (in shares) | 64,280,631 | 62,690,869 | 59,661,273 | |
Genesis Park Acquisition Corp | ||||
Units outstanding (in shares) | 13,961,273 | |||
Cosmos Intermediate, LLC | ||||
Units outstanding (in shares) | 37,200,000 | |||
Cosmos Intermediate, LLC | Genesis Park Acquisition Corp | ||||
Units issued (in shares) | 100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from operating activities: | |||
Net income (loss) attributable to Redwire Corporation | $ (130,617) | $ (61,537) | |
Net income (loss) attributable to noncontrolling interests | (3) | 0 | |
Net income (loss) | (130,620) | (61,537) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 11,288 | 10,584 | |
Amortization of debt issuance costs and discount | 490 | 304 | |
Equity-based compensation expense | 10,786 | 27,112 | |
Contingent earnout expense not yet settled | 0 | 448 | |
Earnout settlement in Holdings’ equity | 0 | 9,288 | |
Loss on change in fair value of committed equity facility | 631 | 0 | |
Gain on change in fair value of warrants | (17,784) | (2,629) | |
Deferred provision (benefit) for income taxes | (8,238) | (11,405) | |
Impairment expense | [1] | 96,623 | 0 |
Income from equity method investments | (58) | 0 | |
Non-cash lease expense | 264 | ||
Non-cash interest expense | 690 | 0 | |
Other | 208 | (6) | |
Changes in assets and liabilities: | |||
(Increase) decrease in accounts receivable | (6,646) | (6,819) | |
(Increase) decrease in contract assets | 813 | (4,995) | |
(Increase) decrease in inventory | (978) | (195) | |
(Increase) decrease in prepaid insurance | 579 | (2,819) | |
(Increase) decrease in prepaid expenses and other assets | 266 | (527) | |
Increase (decrease) in accounts payable and accrued expenses | (1) | 10,379 | |
Increase (decrease) in deferred revenue | 8,270 | (4,497) | |
Increase (decrease) in other liabilities | 1,760 | 564 | |
Increase (decrease) in notes payable to seller | 0 | (608) | |
Net cash provided by (used in) by operating activities | (31,657) | (37,358) | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | (33,230) | (40,558) | |
Purchases of property, plant and equipment, net | (3,626) | (2,094) | |
Purchase of intangible assets | (526) | (763) | |
Settlement of related party receivable | 0 | 4,874 | |
Net cash provided by (used in) investing activities | (37,382) | (38,541) | |
Cash flows from financing activities: | |||
Repayments of debt | (23,658) | (52,800) | |
Payment of debt issuance fees to third parties | (1,254) | (62) | |
Proceeds received from debt | 22,696 | 53,024 | |
Repayment of finance leases | (55) | 0 | |
Proceeds from issuance of common stock | 2,956 | 0 | |
Payment of committed equity facility transaction costs | (161) | 0 | |
Proceeds from issuance of convertible preferred stock | 81,250 | 0 | |
Payments of issuance costs related to convertible preferred stock | (4,833) | 0 | |
Shares repurchased for settlement of employee tax withholdings on share-based awards | (381) | 0 | |
Payments for the Merger transaction costs | 0 | (35,935) | |
Proceeds from the Merger | 0 | 110,583 | |
Payment of contingent earnout | 0 | (600) | |
Net cash provided by (used in) financing activities | 76,560 | 74,210 | |
Effect of foreign currency rate changes on cash and cash equivalents | 272 | 136 | |
Net increase (decrease) in cash and cash equivalents | 7,793 | (1,553) | |
Cash and cash equivalents at beginning of period | 20,523 | 22,076 | |
Cash and cash equivalents at end of period | $ 28,316 | $ 20,523 | |
[1] Please refer to Note G, Note H, Note I, Note K and Note T |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note A – 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. From March 2020 through December 31, 2022, the Company has completed nine acquisitions, which collectively have provided a wide variety of complementary technologies and solutions to serve the Company’s target markets and customers. As of December 31, 2021, 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”), LoadPath, LLC (“LoadPath”), Oakman Aerospace, Inc. (“Oakman”), Deployable Space Systems, Inc. (“DPSS”) and Techshot, Inc. (“Techshot”). On October 31, 2022, the Company completed the acquisition of Redwire Space NV (f/k/a Qinetiq Space NV) (“Space NV”) as described in Note C. Through the acquisition of Space NV, the Company participates in a joint venture operation with SES Techcom S.A.for the purpose of performing maintenance and operations services (“M&O Services”) to the European Space Agency, among others. Pursuant to a shareholders agreement dated June 28, 2007, this joint venture was created under the form of two companies: Redu Space Service SA/NV (“RSS”) and Redu Operations Services SA/NV (“ROS”), both governed by Belgian law. Please refer to Note V for additional information. Merger with Genesis Park Acquisition Corp. (“GPAC”) On September 2, 2021, the 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 canceled 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). Impact of Macroeconomic Environment and COVID-19 Adverse macroeconomic conditions including, among others, heightened inflation, rising interest rates, volatility in capital markets, supply chain disruptions, labor shortages, regulatory challenges, and the ongoing impact of the COVID-19 pandemic have affected the Company’s cost of capital, financial condition and results of operations. 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 macroeconomic conditions and COVID-19 on government budgets and other funding priorities are difficult to predict and could continue to 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 macroeconomic conditions and COVID-19. Committed Equity Facility On April 14, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital, LLC (“B. Riley”). Pursuant to the Purchase Agreement, the Company has the right to sell to B. Riley up to $80.0 million of newly issued shares of the Company’s common stock, subject to certain conditions and limitations. The Purchase Agreement governs a committed equity facility that will be used to further support the Company’s growth strategy through initiatives such as accretive acquisitions and internal investments, to bolster working capital, and/or for general corporate purposes. Please refer to Note D and Note P for additional information. Convertible Preferred Stock Offering On October 28, 2022, the Company filed a Certificate of Designation describing the terms and conditions of newly issued Series A convertible preferred stock of the Company, par value $0.0001 (the “Convertible Preferred Stock”), with 88,000 total shares constituting the series. On the same date, the Company entered into (i) an investment agreement (the “AEI Investment Agreement”) with AE Industrial Partners Fund II, LP (“AEI Fund II”) and AE Industrial Partners Structured Solutions I, LP (“AEI Structured Solutions”, and together with AEI Fund II, (“AEI”), and (ii) an investment agreement (the “Bain Capital Investment Agreement,” and together with the AEI Investment Agreement, the “Investment Agreements”) with BCC Redwire Aggregator, LP (“Bain Capital”). Pursuant to the Investment Agreements, the Company sold an aggregate of 80,000 shares (the “Purchased Shares”) of the Convertible Preferred Stock to AEI and Bain Capital, for an aggregate purchase price of $80.0 million. The Company used a portion of the proceeds from the sale of the Purchased Shares to finance the acquisition of Space NV. In addition, the Company intends to use the remaining proceeds for certain corporate purposes, which may include (i) investing in current capabilities which the Company believes will assist in meeting customer demand and in expanding current Company offerings; (ii) expanding and diversifying the Company’s global infrastructure offerings; and (iii) increasing the total available liquidity of the Company. In addition, on November 7 and 8, 2022, the Company entered into additional investment agreements (the “Additional Investment Agreements”) with various investors (collectively, the “Additional Investors,” and together with AEI and Bain Capital, the “Investors”) pursuant to which the Company issued and sold a total of 1,250 shares of the Convertible Preferred Stock to the Additional Investors for an aggregate purchase price of $1.25 million. Please refer to Note P for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The Company uses a fiscal year ending on December 31 st of each year. The Company consolidates all entities that are controlled by ownership of a majority voting interest. Additionally, there are situations in which consolidation is required even though the usual condition of consolidation does not apply. Generally, this occurs when an entity holds an interest in another business entity that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity’s voting interests in, and its exposure to the economic risks and potential rewards of, the other business entity. This disproportionate relationship results in what is known as a variable interest, and the entity in which the Company has the variable interest is referred to as a Variable Interest Entity (“VIE”). An entity must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Please refer to Note V for additional information. 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. 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. 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 (as defined in the Fair Value of Financial Instruments policy below). When reported, any changes in the fair value of these contingent consideration payments are included in contingent earnout expense on the consolidated statements of operations and comprehensive income (loss). Please refer to Note C for additional information related to the Company’s business combinations. 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. 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 and Belgium, the euro, is considered to be the functional currency of those operations. Assets and liabilities of the Company's foreign subsidiaries, where the functional currency is the local currency, are translated into USD at exchange rates effective as of the balance sheet date. Revenues and expenses are translated using average exchange rates in effect for the periods presented. Balance sheet translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, cash balances with banks and similar institutions and all highly liquid investments with an original maturity of three months or less. The table below presents supplemental cash flow information during the following periods: Year Ended December 31, 2022 December 31, 2021 Supplemental cash flow information: Cash paid (received) during the period for: Interest $ 6,868 $ 6,017 Income taxes — — Earnout settlement — 1,602 Non-Cash Investing and Financing Activities: Holdings’ contribution for acquisition of businesses $ — $ 40,646 Initial fair value of warrants at closing of Merger — 21,727 Capital expenditures not yet paid 1,209 1,576 Equity financing transaction costs not yet paid 622 — 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 $28.3 million and $20.5 million, as of December 31, 2022 and December 31, 2021, 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). 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. 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. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative expenses or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under finance leases. Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease 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). The Company regularly evaluates its property, plant and equipment 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”). 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. During 2022, the Company identified triggering events and performed impairment assessments on its long-lived asset groups in accordance with ASC 360. Please refer to Note G and Note T for additional information. Leases The Company is obligated under certain operating and finance leases for its facilities, vehicles and office equipment. The Company assesses whether an arrangement is a lease or contains a lease at inception of the arrangement. For arrangements considered leases, the Company assesses the lease for finance or operating classification and records a right-of-use (ROU) asset and lease liability as of the commencement date. The Company uses the date of initial possession as the lease commencement date, which is generally when the underlying asset becomes available for the Company’s specific use. The Company’s operating leases are included in right-of-use assets, short-term operating lease liabilities and long-term operating lease liabilities on the consolidated balance sheets. The Company’s finance leases consist primarily of vehicles and are included in property, plant and equipment, net, short-term finance lease liabilities and long-term finance lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use the underlying asset for the lease term and are depreciated over the shorter of the useful life of the asset and the lease term. Lease liabilities represent the present value of the Company’s obligations to make payments arising over the lease term. The present value of the lease payments is calculated using the incremental borrowing rate as of the lease commencement date, which reflects the fixed rate the Company would have to pay to borrow an amount equal to the future minimum lease payments over a similar term. Operating lease expense includes the sum of imputed interest expense and depreciation. For finance leases, interest is recognized and presented separately in Interest expense, net on the consolidated statements of operations and comprehensive income (loss). The lease term includes renewal options which are reasonably certain to be exercised. Lease and non-lease related components, such as common area maintenance costs, obligations to return the underlying asset to its original condition, or costs to dismantle and remove the underlying asset at the end of the term, are accounted for separately. Certain leasing arrangements contain predetermined fixed escalation of minimum rents and/or require variable payments, such as insurance and tax payments. Variable lease payments which depend on an index or other rate are initially measured using the index or rate at the commencement date and included in the measurement of the ROU asset and lease liability. The subsequent change in lease payments as a result of a change in the index or other rate are recognized as expense in the period in which the payment occurs. The Company does not have any material restrictions or covenants in its lease agreements, sale leaseback transactions or residual value guarantees. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets and are recognized as lease expense on a straight-line basis in the consolidated statements of operations and comprehensive income (loss). During 2022, the Company identified triggering events and performed impairment assessments on its long-lived asset groups, including right-of-used assets, in accordance with ASC 360. Please refer to Note K and Note T for additional information. Intangible Assets, including Goodwill The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Intangible assets include those acquired from the Company’s various business combinations as well as licensed software for internal-use. Licensed software is acquired solely to meet the Company’s internal needs which provides the right to take possession of the software and is hosted on the Company’s specific hardware components as well as the capitalization of qualifying costs during the application development stage. Indefinite-lived intangible assets include tradenames and in-process research and development (“IPR&D”). Finite-lived intangible assets include customer relationships, technology, trademarks, and internal-use software. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible assets are consumed. IPR&D is recognized as an indefinite-lived intangible asset until completion or abandonment of the related project, then reclassified as a finite-lived intangible asset and amortized over the remaining useful life. Acquired intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing or more frequently if events or a change in circumstance indicate that it is more likely than not that the asset is impaired. This testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired, consistent with the methodologies previously disclosed for Property, plant and equipment. Goodwill is the amount by which the purchase price exceeded the fair value of the net identifiable assets acquired and liabilities assumed in a business combination on the date of acquisition. The Company’s goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit. The Company has four reporting units, Mission Solutions, Space Components, Engineering Services and Redwire Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings. The Company tests goodwill for impairment annually as of October 1st or when events and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company first assesses goodwill for impairment on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where the qualitative analysis (Step 0) 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 (Step 1) 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. In general, the Company performs a quantitative test for most reporting units at least once every three years, or more frequently if deemed necessary by Management. For Step 1, the Company compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. In general, the Company estimates the fair value of each reporting unit using a combination of a discounted cash flow (DCF) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and transaction multiples. The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and cash flows with consideration for other factors, such as general market conditions, U.S. and foreign Government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance. The discount rates utilized in the DCF analysis are based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of debt and equity components within the Company’s existing capital structure and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit includes the assets and liabilities employed in its operations, goodwill and allocations of certain assets and liabilities held at the corporate level. During 2022, the Company performed its annual impairment tests as well as an interim assessment on its intangible assets, including goodwill, in accordance with ASC 350 and ASC 360. Please refer to Note H, Note K and Note T for additional information. During 2021, the Company performed its annual impairment tests, which indicated that no impairment existed. Equity Method Investments Investments where the Company has the ability to exercise significant influence, but does not have control of the investee, are accounted for under the equity method of accounting and presented as equity method investments on the consolidated balance sheets. Significant influence typically exists if the Company has a 20% to 50% ownership interest in the investee. Under this method of accounting, the Company’s share of the net earnings or losses of the investee is included in other income, net on the consolidated statements of operations and comprehensive income (loss) since the activities of the investee are not closely aligned with the operations of the business. The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Please refer to Note V for additional information. Derivative Financial Instruments The Company evaluates its convertible instruments, options, warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, Derivatives and Hedging . The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities, or equity, is reassessed at the end of each reporting period. For equity-linked financial instruments, the Company must determine whether the underlying instrument is indexed to its own common stock in order to classify the derivative instrument as equity. Otherwise, the derivative asset or liability, including embedded derivatives discussed below, is recognized at fair value with subsequent changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss). For hybrid instruments issued in the form of a share, ASC 815-15 requires bifurcation of embedded features if (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The nature of the host instrument is therefore evaluated to determine if it is more akin to a debt-like or equity-like host. In this assessment, the Company considers the stated and implied substantive features of the contract as well as the economic characteristics and risks of the hybrid instrument. Each term and feature is then weighed based on the relevant facts and circumstances to determine the nature of the host contract. Terms and features of the hybrid instrument (i.e. embedded derivatives) are then assessed to determine if they must be bifurcated and separately accounted for as freestanding derivatives. Examples of embedded derivatives include, among others, conversion options, redemption features, make-whole provisions, contingent increases in dividend rates and participation rights. Convertible Preferred Stock Accounting for convertible instruments and contracts in the Company’s own equity, requires an evaluation of the hybrid security to determine if liability classification is required under ASC 480-10. Liability classification is required for freestanding financial instruments that are not debt in legal form and are: (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets (i.e. mandatorily redeemable), (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives (if any). Subsequent measurement of the carrying value is not required until such time that the contingencies are resolved and reclassification as a liability is required. 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. F |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Note C – Business Combinations Oakman Acquisition On January 15, 2021, the Company acquired 100% of the equity interest of Oakman for cash and 1,000,000 units of Holdings’ equity. This 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 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. During the year ended December 31, 2021, there was a measurement period adjustment to goodwill of $1.9 million, increasing the balance to $8.8 million. Please refer to Note I for additional information. 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 year-ended December 31, 2021. 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: Year Ended December 31, 2021 Post-acquisition revenues $ 4,531 Net income (loss) $ (1,762) Transaction expenses $ 657 DPSS Acquisition On February 17, 2021, the Company 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 Other current liabilities 63 Deferred revenue 4,003 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 year ended December 31, 2021, there was a measurement period adjustment to goodwill of $0.4 million , increasing the balance to $11.3 million. Please refer to Note I for additional information. 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 year ended December 31, 2021. 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: Year Ended December 31, 2021 Post-acquisition revenues $ 26,678 Net income (loss) $ (554) Transaction expenses $ 1,605 Techshot Acquisition On November 1, 2021, the Company 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: November 1, 2021 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 fair value of the acquired trademark, technology, and IPR&D was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the consideration paid over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of Techshot for the period from November 1, 2021 to December 31, 2021 have been included in the results of operations for the year ended December 31, 2021. 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: Year Ended December 31, 2021 Post-acquisition revenues $ 1,563 Net income (loss) $ (392) Transaction expenses $ 1,620 QinetiQ Space NV Acquisition On October 31, 2022, the Company acquired 100% of the equity interests in QinetiQ Space NV (“Space NV”) for $36.9 million (€37 million) in cash. The acquisition supports the Company’s growth in its offering of satellite technologies, berthing and docking equipment, space instruments and advanced payloads, as well as expanding its global footprint. 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 31, 2022 Cash paid $ 36,930 Less: Note receivable from seller 501 Purchase consideration $ 36,429 October 31, 2022 Assets: Cash $ 3,700 Accounts receivable and other receivable 3,556 Contract assets 18,830 Prepaid expenses and other current assets 3,140 Property, plant and equipment 5,656 Right-of-use assets 1,166 Intangible assets 13,935 Equity method investments 3,000 Total assets 52,983 Liabilities: Accounts payable 4,110 Short-term operating lease liabilities 199 Short-term finance lease liabilities 279 Accrued expenses 18,646 Deferred revenue 5,513 Other current liabilities 426 Long-term operating lease liabilities 908 Long-term finance lease liabilities 563 Deferred tax liabilities 2,727 Other non-current liabilities 281 Total liabilities 33,652 Fair value of net identifiable assets acquired 19,331 Less: Fair value of noncontrolling interests in ROS 215 Goodwill $ 17,313 The following table summarizes the intangible assets acquired by class: October 31, 2022 Weighted average Technology $ 4,700 7 Customer relationships 7,400 30 Software 235 2 IPR&D 1,600 Total intangible assets $ 13,935 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 technology and IPR&D was estimated using the RFR method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The fair value of the acquired noncontrolling interests in RSS was estimated using the guideline public company method. The acquisition was accounted for as a business combination, whereby the excess of the consideration paid over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. The results of operations of Space NV for the period from October 31, 2022 to December 31, 2022 have been included in the results of operations for the 2022 Period. The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Space NV included in the consolidated statements of operations and comprehensive income (loss) for the following period: December 31, 2022 Post-acquisition revenues $ 11,658 Net income (loss) attributable to Redwire Corporation $ (294) Transaction expenses $ 3,112 Pro Forma Financial Data (Unaudited) The table below presents the pro forma combined results of operations for the business combinations for the year ended December 31, 2022 and 2021 as though the acquisitions of Oakman, DPSS, and Techshot (the “2021 Acquisitions”) had been completed as of January 1, 2020, and the acquisition of Space NV had been completed as of January 1, 2021. Year Ended December 31, 2022 December 31, 2021 Revenues $ 207,761 $ 206,204 Net income (loss) attributable to Redwire Corporation (129,645) (57,407) 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 Space NV acquisition had taken place as of January 1, 2021 and the 2021 Acquisitions had taken place as of January 1, 2020, 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. The Company incurred $3.2 million and $5.0 million of costs related to completed acquisitions during the year ended December 31, 2022 and December 31, 2021, respectively. Costs related to completed acquisitions in 2022 were primarily attributable to the Techshot and Space NV acquisitions, while such costs in 2021 were attributable to the 2021 Acquisitions. These expenses are included in transaction expenses on the consolidated statements of operations and comprehensive income (loss) and are also reflected in the pro forma results for the periods presented in the table above. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
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 Level 2 within the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. Contingent Consideration As of December 31, 2022 and December 31, 2021, contingent consideration consisted of estimated future payments related to the Company’s acquisition of Roccor in October 2020. 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 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 based on changes in forecasted financial performance and overall risk as well as the period of time elapsed. 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 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 first quarter of 2023, the Company paid the Roccor sellers the contingent earnout in accordance with the acquisition agreement. Committed Equity Facility During the second quarter of 2022, the Company evaluated the Purchase Agreement with B. Riley and determined that the committed equity facility was not indexed to the Company’s own common stock and, therefore, should be accounted for in accordance with ASC 815. Accordingly, the Company recorded a derivative asset with an initial fair value of $0.8 million based on the 127,751 shares of common stock issued to B. Riley as consideration for its irrevocable commitment to purchase up to $80.0 million in shares of the Company’s common stock. Subsequent changes in the fair value of the derivative asset are dependent upon, among other things, changes in the closing share price of the Company’s common stock, the quantity and purchase price of shares purchased by B. Riley during the reporting period, the unused capacity under the committed equity facility as of the balance sheet date and the cost of raising other forms of capital. The Company adjusts the previous fair value estimate of the committed equity facility at each reporting period based on changes in the weighted average purchase price of shares purchased by B. Riley during the period, the unused capacity available under the committed equity facility, expected stock price volatility and other macroeconomic factors which impact the cost of raising comparable forms of capital. The changes in the fair value of the committed equity facility were a decrease of $0.5 million for the year ended December 31, 2022, which is included in other (income) expense, net Pursuant to the Purchase Agreement, the purchase price for each share of common stock is equal to 97% of the volume weighted average price (“VWAP”) on the applicable purchase date, which results in a 3% fee on the purchase of the Company’s common stock. During the year ended December 31, 2022, the VWAP of shares purchased by B. Riley ranged from $2.73 to $4.29 per share. Based on the December 31, 2022 closing price of $1.98 per share and registered shares available for purchase under the committed equity facility of 8,090,331, the Company had $16.0 million of unused capacity under the committed equity facility as of December 31, 2022. Please refer to Note P for additional information. Private Warrants As part of the Merger, the private warrants were established as a liability and the public warrants were established as equity. Classification of the private warrants as liability instruments and public warrants as equity instruments was based on management’s analysis of the guidance in ASC 815 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). The private warrants were valued using a modified Black-Scholes OPM, which is classified as Level 3 within the fair value hierarchy. The following table presents the fair value per warrant and the valuation assumptions under the Black-Scholes OPM as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Fair value $ 0.17 $ 2.47 Exercise price $ 11.50 $ 11.50 Common stock price $ 1.98 $ 6.75 Expected option term (years) 3.67 years 4.67 years Expected volatility 60.70 % 60.50 % Risk-free rate of return 4.10 % 1.21 % Expected annual dividend yield — % — % The changes in the fair value of the private warrant liability were a decrease of $17.8 million and $2.6 million for the years ended December 31, 2022 and December 31, 2021 respectively, which are included in other (income) expense, net The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 were as follows: December 31, 2022 Balance Sheet Level 1 Level 2 Level 3 Total Assets: Committed equity facility Other non-current assets $ — $ — $ 216 $ 216 Total assets $ — $ — $ 216 $ 216 Liabilities: Private warrants Warrant liabilities $ — $ — $ 1,314 $ 1,314 Contingent consideration Notes payable to sellers — — 1,000 1,000 Total liabilities $ — $ — $ 2,314 $ 2,314 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 liabilities $ — $ — $ 20,098 $ 20,098 Changes in the fair value of Level 3 financial assets and liabilities were as follows: Assets: Committed Equity Facility Total December 31, 2020 $ — $ — Additions — — Changes in fair value — — Settlements — — December 31, 2021 $ — $ — Additions 756 756 Changes in fair value (540) (540) Settlements — — December 31, 2022 $ 216 $ 216 Liabilities: Contingent Consideration Private Total December 31, 2020 $ 1,257 $ — $ 1,257 Additions 450 21,727 22,177 Changes in fair value 10,891 (2,629) 8,262 Settlements (11,598) — (11,598) December 31, 2021 $ 1,000 $ 19,098 $ 20,098 Additions — — — Changes in fair value — (17,784) (17,784) Settlements — — — December 31, 2022 $ 1,000 $ 1,314 $ 2,314 |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, net | Note E – Accounts Receivable, net The accounts receivable, net balance was as follows: December 31, December 31, Billed receivables $ 25,518 $ 14,820 Unbilled receivables 1,208 1,442 Total accounts receivable, net $ 26,726 $ 16,262 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, 2022 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, 2022 and December 31, 2021. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note F – Inventory The inventory balance was as follows: December 31, December 31, Raw materials $ 995 $ 414 Work in process 474 117 Finished goods — 157 Inventory $ 1,469 $ 688 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note G – Property, Plant and Equipment Property, plant and equipment were as follows: December 31, 2022 December 31, 2021 United States Europe Total United States Europe Total Computer equipment $ 1,256 $ 252 $ 1,508 $ 1,273 $ 107 $ 1,380 Furniture and fixtures 1,062 38 1,100 783 — 783 Laboratory equipment 3,646 483 4,129 16,550 306 16,856 Leasehold improvements 2,229 4,475 6,704 2,205 — 2,205 Finance lease ROU assets — 944 944 — — — Construction in process 1,408 — 1,408 415 — 415 Property, plant and equipment, gross 9,601 6,192 15,793 21,226 413 21,639 Less: accumulated depreciation (2,785) (247) (3,032) (1,919) (336) (2,255) Total property, plant and equipment, net $ 6,816 $ 5,945 $ 12,761 $ 19,307 $ 77 $ 19,384 During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $13.1 million related to property and equipment on certain asset groups within the Mission Solutions reporting unit. Please refer to Note T for additional information related to this impairment. The table below presents the depreciation expense related to property, plant and equipment for the following periods: Year Ended December 31, 2022 December 31, 2021 Depreciation expense $ 3,325 $ 1,944 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note H – Intangible Assets, net The intangible asset gross carrying amount and accumulated amortization were as follows: December 31, 2022 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,593 $ (4,037) $ 35,556 21 Technology 30,954 (5,012) 25,942 13 Trademarks 3,172 (1,278) 1,894 7 Internal-use software licenses 2,387 (920) 1,467 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 1,712 — 1,712 Total intangible assets $ 78,118 $ (11,247) $ 66,871 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 During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $30.9 million related to intangible assets on certain asset groups within the Mission Solutions reporting unit. Please refer to Note T for additional information related to this impairment. The table below presents the amortization expense related to intangible assets for the following periods: Year Ended December 31, 2022 December 31, 2021 Amortization expense $ 7,963 $ 8,640 The table below presents the future amortization expense on intangible assets as of December 31, 2022: Year Total 2023 $ 7,003 2024 6,327 2025 5,552 2026 5,057 2027 4,576 Thereafter 36,344 Total future amortization expense on intangible assets $ 64,859 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note I – Goodwill The changes in the carrying amount of goodwill were as follows: 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 Goodwill arising from the Space NV acquisition 17,313 Impairment expense (49,916) Change arising from impact of foreign currency 907 Balance of goodwill as of December 31, 2022 $ 64,618 During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $49.9 million related to goodwill on the Mission Solutions reporting unit. Please refer to Note T for additional information related to this impairment. As of December 31, 2022, the Company’s gross goodwill balance and accumulated impairment was $114.5 million and $49.9 million, respectively. In comparison, the Company’s goodwill balance was $96.3 million with no accumulated impairment as of December 31, 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note J – Debt The table below presents details of the Company’s debt as of the following periods including the effective interest rate as of December 31, 2022: Effective interest rate December 31, December 31, Adams Street Term Loan 11.13 % $ 30,626 $ 30,690 Adams Street Revolving Credit Facility — — — Adams Street Delayed Draw Term Loan 11.13 14,819 14,850 Adams Street Incremental Term Loan 11.26 31,695 31,760 D&O Financing Loans 1.92 1,798 1,904 Total debt 78,938 79,204 Less: unamortized discounts and issuance costs 1,615 1,653 Total debt, net 77,323 77,551 Less: Short-term debt, including current portion of long-term debt 2,578 2,684 Total long-term debt, net $ 74,745 $ 74,867 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 originally included 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 Adams Street Capital Credit Agreement was amended 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. The Company had no borrowings outstanding under the revolving credit facility as of December 31, 2022 and December 31, 2021, respectively. 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. On March 25, 2022, the Company entered into a Third Amendment (the “Third 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 Third 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. In connection with the entry into the Third 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 at their discretion. On August 8, 2022, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to the Adams Street Capital Credit Agreement. The Fourth Amendment, among other things, suspended the requirement to comply with the consolidated total net leverage ratio, commencing with the quarter ended June 30, 2022 through June 30, 2023, and resuming with the first test period ending September 30, 2023. The Company is required to maintain a minimum liquidity covenant of $5.0 million measured on the last day of each fiscal month c ommencing with the month ending September 30, 2022 through September 30, 2023. In addition, the Fourth Amendment increased the per annum interest rate with respect to the initial term loans, delayed draw term loans, incremental term loans and revolving loans by 2.00%, which interest shall accrue and be paid in kind, until the Company is in compliance with the consolidated total net leverage ratio. Accrued interest to be paid in kind is added to the outstanding principal balance for the respective debt instruments. During the year ended ended December 31, 2022, total accrued interest to be paid in kind on the Adams Street Credit Agreement was $0.7 million. In connection with the execution of the Fourth Amendment, the AEI Guarantors provided a limited guarantee for the payment of outstanding term loans of up to $7.5 million which followed the same terms and conditions as those of the guarantee to the Third Amendment described above. On October 28, 2022, the Company entered into the Fifth Amendment to the Adams Street Capital Credit Agreement. The Fifth Amendment (i) permitted the investments by the Company in connection with the Space NV acquisition, (ii) removed references to the limited guarantee provided by the AEI Guarantors to the Company for the payment of outstanding term loans, as the AEI Guarantors are no longer providing such limited guarantee; and (iii) other amendments related thereto. Under the terms of the Fifth Amendment, the requirement to comply with the consolidated total net leverage ratio was further suspended through September 30, 2023, and such compliance resumes with the fiscal quarter ending December 31, 2023, which was contingent upon the completion of the Convertible Preferred Stock offering that occurred during the fourth quarter of 2022. The Fifth Amendment amended the financial covenant to require the Company to maintain a maximum total net leverage ratio of 7.50 to 1.00 from the fiscal quarter ended December 31, 2023 through the fiscal quarter ending September 30, 2024 and 6.50 to 1.00 from the fiscal quarter ending December 31, 2024 and thereafter. The Adams Street Capital Credit Agreement, as amended, contains certain customary representations and warranties, affirmative and other covenants and events of default, including among other things, payment defaults, breach of representations and warranties, and covenant defaults. As of December 31, 2022 and December 31, 2021, the Company was in compliance with its covenant requirements, as amended on the respective dates. 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. Subsequent to the repayment, the Company does not have any other financial dealings with SVB. 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 year ended December 31, 2021, 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 “2021 D&O Financing Loan”) with BankDirect Capital Finance to finance the Company’s directors and officers insurance premium. The 2021 D&O Financing Loan has an interest rate of 1.74% per annum and a maturity date of May 3, 2022. In May 2022, the Company repaid the full outstanding principal and interest on the 2021 D&O Financing Loan. On September 3, 2022, the Company entered into a $2.7 million loan with AFCO Credit Corporation (the “2022 D&O Financing Loan”) to finance the Company’s directors and officers insurance premium. The 2022 D&O Financing Loan has an interest rate of 4.59% per annum and a maturity date of June 3, 2023. The maturities of the Company’s long-term debt outstanding as of December 31, 2022 are as follows: 2023 2024 2025 2026 2027 Thereafter Total Adams Street Term Loan $ 310 $ 310 $ 310 $ 29,696 $ — $ — $ 30,626 Adams Street Delayed Draw Term Loan 150 150 150 14,369 — — 14,819 Adams Street Incremental Term Loan 320 320 320 30,735 — — 31,695 Adams Street Revolving Credit Facility — — — — — — — 2022 D&O Financing Loan 1,798 — — — — — 1,798 Total long-term debt maturities $ 2,578 $ 780 $ 780 $ 74,800 $ — $ — $ 78,938 The table below presents the interest expense on debt, including the amortization of discounts and issuance costs for the following periods: Year Ended December 31, 2022 December 31, 2021 Interest expense on debt $ 8,220 $ 6,458 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 any future sales of common stock under the B. Riley committed equity facility (discussed in Note P). 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, 2022 | |
Leases [Abstract] | |
Leases | Note K – Leases The Company has entered into and acquired long-term leasing arrangements for the right to use various classes of underlying assets including facilities, vehicles and office equipment. Certain facility leases contain predetermined fixed escalation of minimum rents at stated rates ranging from 1.96% to 4.00% per annum and three leases with annual escalations based on certain price indices. In addition, certain facility leases include renewal options that could extend the lease term for 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. Total Lease Costs The following table summarizes total lease costs for the period. As the Company adopted ASC 842 as of January 1, 2022, rent expense recognized in accordance with ASC 840 is reported as operating lease cost for the comparative period in 2021. Year Ended December 31, 2022 December 31, 2021 Finance lease cost: Amortization of ROU assets $ 54 $ — Interest on lease liabilities 6 — Operating lease costs 3,339 3,424 Variable lease costs — — Short-term lease costs 251 — Total lease costs $ 3,650 $ 3,424 Total lease costs are included in selling, general and administrative expenses and cost of sales on the consolidated statements of operations and comprehensive income (loss). During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $2.7 million related to right-of-use assets on certain asset groups within the Mission Solutions reporting unit. Please refer to Note T for additional information related to this impairment. Supplemental Balance Sheet Information The following table presents supplemental balance sheet information related to the Company’s operating and finance leases: December 31, 2022 December 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Right-of-use assets, net reflected in the following balance sheet line items: Property, plant and equipment, net $ — $ 889 $ — $ — Right-of-use assets 13,103 — — — Total ROU assets $ 13,103 $ 889 $ — $ — Current lease balance reflected in the following balance sheet line items: Short-term operating lease liabilities $ 3,214 $ — $ — $ — Short-term finance lease liabilities — 299 — — Noncurrent lease balance reflected in the following balance sheet line items: Long-term operating lease liabilities 12,670 — — — Long-term finance lease liabilities — 579 $ — — Total lease liabilities $ 15,884 $ 878 $ — $ — Other Supplemental Information The following table presents other supplemental information related to the Company’s leases: Year Ended December 31, 2022 Operating Leases Finance Leases Cash paid for lease liabilities $ 3,076 $ 61 Right-of-use assets obtained in exchange for new lease liabilities 8,615 944 Weighted average remaining lease term (in years) 4.8 3.1 Weighted average discount rate 5.6 % 9.3 % Future Lease Obligations As of December 31, 2021, the remaining lease obligation for operating leases under ASC 840 was $26.3 million. As of December 31, 2022, the future annual minimum lease payments for lease liabilities under ASC 842 are as follows: Year Operating Leases Finance Leases 2023 $ 4,026 $ 368 2024 3,823 310 2025 3,261 222 2026 2,644 95 2027 2,553 25 Thereafter 2,260 — Total lease payments $ 18,567 $ 1,020 Less: imputed interest 2,683 142 Present value of operating lease liabilities $ 15,884 $ 878 As of December 31, 2022, the Company had one facility lease that had not yet commenced but created significant future lease obligations in the amount of $1.5 million. The contract was determined to be an operating lease, whereby the Company is not required to make rent payments prior to the lease commencement date while construction is completed on the underlying asset. Due to the |
Leases | Note K – Leases The Company has entered into and acquired long-term leasing arrangements for the right to use various classes of underlying assets including facilities, vehicles and office equipment. Certain facility leases contain predetermined fixed escalation of minimum rents at stated rates ranging from 1.96% to 4.00% per annum and three leases with annual escalations based on certain price indices. In addition, certain facility leases include renewal options that could extend the lease term for 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. Total Lease Costs The following table summarizes total lease costs for the period. As the Company adopted ASC 842 as of January 1, 2022, rent expense recognized in accordance with ASC 840 is reported as operating lease cost for the comparative period in 2021. Year Ended December 31, 2022 December 31, 2021 Finance lease cost: Amortization of ROU assets $ 54 $ — Interest on lease liabilities 6 — Operating lease costs 3,339 3,424 Variable lease costs — — Short-term lease costs 251 — Total lease costs $ 3,650 $ 3,424 Total lease costs are included in selling, general and administrative expenses and cost of sales on the consolidated statements of operations and comprehensive income (loss). During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $2.7 million related to right-of-use assets on certain asset groups within the Mission Solutions reporting unit. Please refer to Note T for additional information related to this impairment. Supplemental Balance Sheet Information The following table presents supplemental balance sheet information related to the Company’s operating and finance leases: December 31, 2022 December 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Right-of-use assets, net reflected in the following balance sheet line items: Property, plant and equipment, net $ — $ 889 $ — $ — Right-of-use assets 13,103 — — — Total ROU assets $ 13,103 $ 889 $ — $ — Current lease balance reflected in the following balance sheet line items: Short-term operating lease liabilities $ 3,214 $ — $ — $ — Short-term finance lease liabilities — 299 — — Noncurrent lease balance reflected in the following balance sheet line items: Long-term operating lease liabilities 12,670 — — — Long-term finance lease liabilities — 579 $ — — Total lease liabilities $ 15,884 $ 878 $ — $ — Other Supplemental Information The following table presents other supplemental information related to the Company’s leases: Year Ended December 31, 2022 Operating Leases Finance Leases Cash paid for lease liabilities $ 3,076 $ 61 Right-of-use assets obtained in exchange for new lease liabilities 8,615 944 Weighted average remaining lease term (in years) 4.8 3.1 Weighted average discount rate 5.6 % 9.3 % Future Lease Obligations As of December 31, 2021, the remaining lease obligation for operating leases under ASC 840 was $26.3 million. As of December 31, 2022, the future annual minimum lease payments for lease liabilities under ASC 842 are as follows: Year Operating Leases Finance Leases 2023 $ 4,026 $ 368 2024 3,823 310 2025 3,261 222 2026 2,644 95 2027 2,553 25 Thereafter 2,260 — Total lease payments $ 18,567 $ 1,020 Less: imputed interest 2,683 142 Present value of operating lease liabilities $ 15,884 $ 878 As of December 31, 2022, the Company had one facility lease that had not yet commenced but created significant future lease obligations in the amount of $1.5 million. The contract was determined to be an operating lease, whereby the Company is not required to make rent payments prior to the lease commencement date while construction is completed on the underlying asset. Due to the |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Warrants | Note L – 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, 2022 and December 31, 2021, there were 8,188,811, respectively, of 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. As of December 31, 2022 and December 31, 2021, there were 7,732,168, respectively, of private warrants issued and outstanding . Refer to Note D for information on the Level 3 inputs used to value the private warrants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note M – Income Taxes The table below presents the current and deferred components of income tax expense (benefit) for the following periods: Year Ended December 31, 2022 December 31, 2021 Current: Federal $ — $ — State 33 — Foreign 259 — Total current income tax expense (benefit) 292 — Deferred: Federal (6,317) (9,376) State (1,963) (1,893) Foreign 16 — Total deferred income tax expense (benefit) (8,264) (11,269) Total income tax expense (benefit) $ (7,972) $ (11,269) A reconciliation of the U.S. federal statutory income tax expense to actual income tax expense is as follows: Year Ended December 31, 2022 December 31, 2021 Income (loss) before income taxes $ (138,592) $ (72,806) Federal statutory income tax rate 21.0 % 21.0 % Expected federal provision (benefit) for income taxes at the federal statutory income tax rate (29,104) (15,289) State income tax (benefit), net of federal tax benefit (5,394) (1,946) Change in fair value of warrants (3,735) (552) Nondeductible impairment of goodwill 10,483 — Permanent differences 226 2,483 Tax (benefits) / non-deductible expenses related to equity-based compensation 1,784 5,228 Acquisition costs 620 (1,106) Change in valuation allowance 18,498 458 Other (1,350) (545) Total tax expense (benefit) $ (7,972) $ (11,269) Effective tax rate 5.8 % 15.5 % The effective tax rate for 2022 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 and other equity-based compensation, state income tax expense, valuation allowance, and non-deductible impairment of goodwill. The effective tax rate for 2021 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 and state income tax expense. The table below presents the components of the deferred tax assets, net and deferred tax liabilities: December 31, 2022 December 31, 2021 Deferred tax assets: Accrued expenses and reserves $ 4,997 $ 1,106 Capitalized research and development expenses 1,182 — Deferred rent — 58 Tax credit carryforwards 230 226 Deferred revenue — 636 Net operating loss carryforwards 19,303 12,052 Interest disallowance 4,046 1,921 Equity-based compensation 1,053 566 Lease liability 4,293 — Other assets 19 14 Total deferred tax assets 35,123 16,579 Less: valuation allowance (19,013) (515) Deferred tax assets, net of valuation allowance 16,110 16,064 Deferred tax liabilities: Right-of-use asset $ (3,584) $ — Deferred Revenue (1,498) — Depreciation and amortization (13,712) (23,922) Other (571) (743) Deferred tax liabilities (19,365) (24,665) Total net deferred tax assets (liabilities) $ (3,255) $ (8,601) The Company assesses the deferred tax assets for recoverability on a quarterly basis. In assessing the realizability of deferred income tax assets, the Company considers whether it is more-likely-than-not that some or all of the deferred income tax assets will not be realized. The ultimate realization of the deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss (“NOL”) and tax credit carryforwards are available. For the year ended December 31, 2022, the valuation allowance on deferred tax assets increased by $18.5 million as the Company concluded that only a portion of the deferred tax assets are more-likely-than-not realizable. For the year ended December 31, 2021 the Company concluded that substantially all of the deferred tax assets are more-likely-than-not realizable. The table below presents the change in valuation allowance for the following periods: Valuation allowance as of December 31, 2020 $ (57) Income tax expense (458) Valuation allowance as of December 31, 2021 (515) Income tax expense (18,498) Valuation allowance as of December 31, 2022 $ (19,013) As of December 31, 2022, the Company had $69.1 million of U.S. federal net operating losses resulting in U.S. federal, state (net), and foreign deferred tax assets of $14.5 million, $3.4 million, and $1.4 million, respectively. The $14.5 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 and foreign net operating losses begin to expire in 2037. The table below presents changes in reserves for unrecognized income tax benefits for the periods presented: Year Ended December 31, 2022 December 31, 2021 Unrecognized tax benefits, beginning of period $ 1,380 $ 1,671 Increase (decrease) for tax positions taken related to a prior period — (291) Increase (decrease) for tax positions taken during the current period — — Unrecognized tax benefits, end of period $ 1,380 $ 1,380 During the year ended December 31, 2022 and December 31, 2021, the Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. As of December 31, 2022, 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 December 31, 2022 and December 31, 2021, 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, 2022, the Company is subject to examination by the IRS for tax years beginning in 2019. The Company is open to state income tax examinations until the applicable statute of limitations expires, generally four years after tax return filing; however, the ability for the taxing authority to adjust tax attribute carryforwards will continue until the applicable statute of limitations expires after tax attribute utilization or expiration. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note N – Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. 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 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 SEC on November 8, 2021 and continues to cooperate with any requests from the SEC. On December 17, 2021, the Company, our CEO, Peter Cannito, and our former CFO, William Read, were named as defendants in a putative class action complaint filed in the United States District Court for the Middle District of Florida. That litigation is captioned Lemen v. Redwire Corp. et al., Case No. 3:21-cv-01254-TJC-PDB (M.D. Fla.). On March 7, 2022, the Court appointed a lead plaintiff. On June 17, 2022, the lead plaintiff filed an amended complaint. In the amended complaint, the lead 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 Exchange Act. As relief, the plaintiffs are seeking, among other things, compensatory damages. The defendants believe the allegations are without merit and intend to defend the suit vigorously. On August 16, 2022, the defendants moved to dismiss the complaint in its entirety, and such motion was denied by the Court on March 22, 2023. 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. On May 25, 2022, a plaintiff commenced derivative litigation in the United States District Court for the District of Delaware on behalf of the Company against Peter Cannito, Les Daniels, Reggie Brothers, Joanne Isham, Kirk Konert, Jonathan Baliff, and John S. Bolton. That litigation is captioned Yingling v. Cannito, et al., Case No. 1:22-cv-00684-MN (D. Del.). The complaint’s allegations are similar to those of the class action lawsuit filed in December 2021, namely, that statements about Redwire’s business and operations were misleading due to alleged material weaknesses in the Company’s financial reporting internal controls. The plaintiff alleges the defendants violated Section 10(b) (and Rule 10b-5 promulgated thereunder) and Section 20(a) of the Exchange Act, breached their fiduciary duty by allowing misleading disclosures to be made, and caused the Company to overpay compensation and bonuses tied to the Company’s financial performance. As relief, the plaintiffs are seeking, among other things, compensatory and punitive damages. This litigation has been stayed until April 6, 2023. The defendants believe the allegations are without merit and intend to defend the lawsuit 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. On January 23, 2023, the Company received a Civil Investigative Demand from the antitrust division of the U.S. Department of Justice (“DOJ”) regarding potential violations of Section 1 of the Sherman Act and Section 8 of the Clayton Act. No suit has been filed, and we intend to fully cooperate with the DOJ. Although a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this early stage, we do not believe that any of our practices violated the Sherman Act or the Clayton Act. 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. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Note O – Convertible Preferred Stock The table below presents details of the Company’s Convertible Preferred Stock during the year ended December 31, 2022. There was no related activity during the year ended December 31, 2021. Shares Amount Balance as of December 31, 2021 — $ — Convertible preferred stock issued 81,250 81,250 Issuance costs related to convertible preferred stock — (4,885) Balance as of December 31, 2022 81,250 $ 76,365 On October 28, 2022, the Company filed a Certificate of Designation describing the terms and conditions of the newly issued Convertible Preferred Stock, with 88,000 total shares constituting the series. On the same date, the Company entered into the AEI Investment Agreement and the Bain Capital Investment Agreement. Pursuant to (i) the AEI Investment Agreement, the Company sold an aggregate of 40,000 shares (the “AEI Purchased Shares”) of the Convertible Preferred Stock to AEI, for an aggregate purchase price of $40.0 million and (ii) the Bain Capital Investment Agreement, the Company sold 40,000 shares of the Convertible Preferred Stock (the “Bain Capital Purchased Shares,” and together with the AEI Purchased Shares, the “Purchased Shares”) to Bain Capital for a purchase price of $40.0 million. The closing of the purchase and sale to AEI occurred simultaneously with the signing of the AEI Investment Agreement on October 28, 2022. The purchase and sale to Bain Capital occurred on November 3, 2022 (the “Bain Capital Closing”). On November 3, 2022, simultaneously with the Bain Capital Closing, AEI transferred 10,000 of the AEI Purchased Shares to Bain Capital, which Bain Capital purchased from AEI for $10.0 million. After the transfer, Bain Capital and AEI hold, in the aggregate, 80,000 shares of the Convertible Preferred Stock, with Bain Capital and AEI holding 50,000 and 30,000 shares of Convertible Preferred Stock, respectively. In addition, on November 7 and 8, 2022, we entered into additional investment agreements (the “Additional Investment Agreements”) with various investors (collectively, the “Additional Investors,” and together with AEI and Bain Capital, the “Investors”) pursuant to which the Company issued and sold a total of 1,250 shares of the Convertible Preferred Stock to the Additional Investors for an aggregate purchase price of $1.25 million. The Investment Agreements and the Additional Investment Agreements contain customary representations, warranties and covenants of the Company and Investors. Bain Capital Director and Nominees Within 30 days following the Bain Capital Closing, for so long as Bain Capital has record and beneficial ownership of at least 50% of the Purchased Shares issued to it at the time of the Bain Capital Closing, Bain Capital will have the right to designate one member to the Board of Directors of the Company. Convertible Preferred Stock Features No holder of Convertible Preferred Stock may transfer any of their shares to any unaffiliated person for twelve (12) months following the closing date of the applicable investment agreement, except for certain exceptions, including that Bain Capital and AEI may transfer shares to each other. Bain Capital and AEI have been provided customary preemptive rights with respect to the Convertible Preferred Stock and, after the seventh anniversary of their respective closing dates, for so long as each holder has record and beneficial ownership of at least 50% of the Purchased Shares initially issued to them, may cause the Company to retain an investment banker to identify and conduct a potential sale of the Company. The Convertible Preferred Stock is convertible into shares of Common Stock at an initial conversion price of $3.05 per share, subject to customary anti-dilution and price protective adjustments. As of December 31, 2022, the 81,250 outstanding shares of Convertible Preferred Stock was convertible into approximately 26,639,346 shares of the Company’s Common Stock. The holders of Convertible Preferred Stock are entitled to vote with the holders of Common Stock, on an as-converted basis have the right, at their option and at any time, to convert their shares into shares of the Common Stock. Each share of Convertible Preferred Stock will mandatorily convert upon achieving thresholds related to the Company’s market capitalization and profitability metrics and the Company is required to make an offer to repurchase the outstanding Convertible Preferred Stock upon a fundamental change. Dividends on the Convertible Preferred Stock can be paid in either cash or in kind in the form of additional shares of Convertible Preferred Stock (such payment in kind, “PIK”), at the option of the Company, subject to certain exceptions. If paid in cash, such dividends will be paid at a rate of 13% per annum, subject to certain adjustments and exceptions or, if the Company issues PIK dividends, at a rate of 15% per annum, subject to certain adjustments and exceptions. Each holder of Convertible Preferred Stock has been given certain registration rights pursuant to the Registration Rights Agreement, dated October 28, 2022. As of December 31, 2022, the accumulated but not declared or paid dividends on the Convertible Preferred Stock were $1.8 million. Based on an evaluation of the Investment Agreements, the Company determined that the Convertible Preferred Stock is contingently or optionally redeemable and, therefore, does not require liability classification under ASC 480, Distinguishing Liabilities from Equity . However, due to the shares being redeemable at the option of the holder or upon a fundamental change, which includes events that are not fully within the Company’s control, it was determined that the Convertible Preferred Stock should be classified as one line item in temporary (mezzanine) equity on the Company’s consolidated balance sheets. Liquidation Preference The Convertible Preferred Stock ranks senior to the Company’s common stock. In the event of any liquidation or winding up of the Company, the holders of the Convertible Preferred Stock shall be entitled to receive in preference to the holders of the Company’s Common Stock the greater of (a) the greater of (i) two times the Initial Value, defined as $1,000 per share and (ii) the Initial Value plus accrued and unpaid dividends, whether or not declared, and (b) the amount that would have been received based on the if-converted Accrued Value, defined as Initial Value plus accrued and unpaid dividends, whether or not declared. As of December 31, 2022, the liquidation preference of the Convertible Preferred Stock was $162.5 million, with no corresponding amount as of December 31, 2021. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note P – Shareholders’ Equity As part of the closing of the Merger, the units of the Company that were previously issued and outstanding as of December 31, 2020 were canceled and exchanged for shares of common stock. Accordingly, 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). 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. Committed Equity Facility with B. Riley Principal Capital, LLC On April 14, 2022, the Company entered into the Purchase Agreement and a Registration Rights Agreement with B. Riley. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to direct B. Riley to purchase a specified amount of shares (each, a “Purchase”) over the 24-month period from Commencement (as defined in the Purchase Agreement). Shares issued to B. Riley under the Purchase Agreement cannot exceed 19.99% of the shares outstanding prior to the execution of the Purchase Agreement. In addition, the number of shares eligible to be purchased by B. Riley in a single Purchase may not exceed the lesser of (i) 50% of the Purchase Volume Reference Amount, defined as the total aggregate volume of the Company’s shares traded on the NYSE during ten Pursuant to a Registration Rights Agreement entered into with B. Riley, the Company filed a registration statement on Form S-1 with the SEC on April 22, 2022, which registered an initial 9,000,000 shares of common stock to permit the subsequent resale of shares purchased under the committed equity facility. The Company controls the timing and amount of any sales to B. Riley, which depend on a variety of factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, B. Riley’s obligation to purchase shares is subject to certain conditions. In all instances, the Company may not sell shares of its common stock under the Purchase Agreement if it would result in B. Riley beneficially owning more than 4.99% of its common stock at any one point in time. The Company incurred costs associated with the committed equity facility, of which $0.8 million represented consideration to B. Riley for its irrevocable commitment to purchase shares under the Purchase Agreement and was recorded as a derivative asset. Refer to Note D for information on the fair value of the derivative asset. Third-party costs of $0.7 million were included in other (income) expense, net in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022. During the year ended December 31, 2022, the Company sold a total of 909,669 shares of the Company’s common stock for proceeds of $3.0 million pursuant to the Purchase Agreement. Based on the December 31, 2022 closing price of $1.98 per share and registered shares available for purchase under the committed equity facility of 8,090,331, the Company had $16.0 million of unused capacity under the committed equity facility as of December 31, 2022. Common Stock The Company had 64,280,631 and 62,690,869 shares of common stock outstanding as of December 31, 2022 and December 31, 2021, 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 pro-rata 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, 2022 and December 31, 2021, respectively. The Company’s Board may, without further action by the Company’s shareholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which maybe greater than the rights of the Company’s common stock. Satisfaction of any dividend preferences of outstanding shares of the Company’s preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Upon the affirmative vote of a majority of the total number of directors then in office, the Company’s Board may issue shares of the Company’s preferred stock with voting and conversion rights which could adversely affect the holders of shares of the Company’s common stock. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note Q – Revenues The table below presents revenues by customer grouping for the following periods: Year Ended December 31, 2022 December 31, 2021 Civil space $ 63,003 $ 60,052 National security 43,906 29,833 Commercial and other 53,640 47,716 Total revenues $ 160,549 $ 137,601 Contract Balances The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: December 31, December 31, Contract assets $ 31,041 $ 11,748 Contract liabilities $ 29,817 $ 15,734 The increase in contract assets was primarily driven by the acquisition of Space NV as well as revenue growth and the timing of billable milestones occurring during the year ended December 31, 2022. The change in contract liabilities was primarily driven by the acquisition of Space NV and the timing of billable milestones occurring during the year ended December 31, 2022. Revenue recognized in the year ended December 31, 2022 that was included in the contract liability balance as of December 31, 2021 was $15.2 million. Revenue recognized in the year ended December 31, 2021 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 and 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 favorable (unfavorable) impact of the net EAC adjustments for the periods presented: Year Ended December 31, 2022 December 31, 2021 Net EAC adjustments, before income taxes $ (9,953) $ (1,835) Net EAC adjustments, net of income taxes (9,376) (1,551) Net EAC adjustments, net of income taxes, per diluted share (0.15) (0.03) The change in net EAC adjustments in both 2022 and 2021 were primarily due to unfavorable changes within the Mission Solutions reporting unit driven by increased production cost contributed by continued supply chain and labor market constraints. Remaining Performance Obligations As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $275.7 million. The Company expects to recognize approximately 62% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. Geographic Information and Significant Customers The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Year Ended December 31, 2022 December 31, 2021 U.S. $ 142,867 $ 133,309 Netherlands 5,166 — Luxembourg 3,211 3,724 United Kingdom 3,237 — Italy 2,570 — Germany 2,069 140 Spain 706 — South Korea 269 272 Poland — 138 Other 454 18 Total revenues $ 160,549 $ 137,601 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: Year Ended December 31, 2022 December 31, 2021 Customer A $ 21,705 $ 17,753 Customer B 20,048 48,476 Customer C 17,131 — Total $ 58,884 $ 66,229 (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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note R – Employee Benefit Plans 401(k) Plans The Company maintains two qualified 401(k) plans for its U.S. employees as of December 31, 2022: the Redwire 401(k) plan and the Techshot 401(k) plan. During the year ended December 31, 2022, the Company matched employee contributions 50% up to 6% for the Redwire 401(k) plan and 50% up to 8% for the Techshot 401(k) plan. The Company maintained six qualified 401(k) plans for its U.S. employees as of December 31, 2021: 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 year ended December 31, 2021, the Company matched employee contributions 50% up to 6% for the Redwire 401(k) plan, 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 2022, the Roccor 401(k) plan, the LoadPath 401(k) plan, the Oakman 401(k) plan, and the DPSS 401(k) plan were merged into the Redwire 401(k) plan. The table below presents the expense for matching contributions for the following periods: Year Ended December 31, 2022 December 31, 2021 Total expense for matching contributions $ 2,002 $ 2,299 Post-Retirement Benefit Plans As a result of the Space NV acquisition, the Company sponsors various post-retirement benefit plans for certain non-U.S. employees including two cash balance plans: (i) a defined benefit pension plan with risk-based coverage for death and disability benefits (collectively, the “Base Plan”) and (ii) a supplementary pension bonus plan that provides variable remuneration linked to employees’ performance (the “Performance Plan”). These cash balance plans are defined benefit plans which provide for post-retirement benefits based on employee and employer contributions and prescribed rates of return in accordance with Belgium Regulation. Accordingly, all Space NV employees are eligible to participate in the supplementary pensions immediately upon entry into service and until the legal retirement age of 65 years (in 2022). The Company is also required to maintain dormant accounts for former employees who have elected not to transfer plan contributions to their new employer. In addition, Belgium Regulation currently provides for statutory minimum guaranteed returns on employee and employer contributions up to a specified annual rate. The Company has taken actions to mitigate the risk related to its post-retirement benefit plans through pension risk transfer transactions whereby the Company subscribes to group insurance policies, which are funded by employee and employer premiums determined at the beginning of each plan year. Although under the majority of these group insurance policies the Company is relieved of a substantial portion of its responsibility for the associated pension obligations, the Company ultimately remains responsible for paying benefits under the plans in the event that the insurance company defaults on its obligations in future periods. Under the Company’s group insurance policies, the insurance company guarantees minimum statutory reserves, employee and employer contributions, and specified annual rates of return. Combined employee and employer premiums are invested by the insurance company in Branch 21 investment funds in accordance with Belgium Regulation, which are mainly comprised of fixed income assets, which are commingled with the plan assets of other group insurances for the purpose of providing guaranteed returns. The insurance company has fiduciary responsibility for making investment decisions related to Branch 21 and there is no contractual requirement to legally separate the plan assets by individual account or group policy. As a result of the foregoing, the Company has determined that the unit of account is the insurance contract and therefore, on a plan-by-plan basis, recognizes the net funded status as either an asset recorded within other non-current assets or a liability recorded within other non-current liabilities within the consolidated balance sheets. A net liability is recorded to the extent that the benefit obligation exceeds the fair value of plan assets or a net asset is recorded to the extent that the fair value of plan assets exceeds the benefit obligation. As of December 31, 2022 and October 31, 2022, the Company maintained two dormant pension accounts for former ROS employees who have chosen not to transfer their contributions to a new employer as of the respective date. The Company’s obligations under these plans were not significant individually or in the aggregate and, as such, are not included in the following tables. Prior to the acquisition of Space NV on October 31, 2022, the Company did not participate in any defined benefit plans. Therefore, there were no corresponding amounts reflected in the Company’s consolidated financial statements prior to that date. Balance Sheet Information The following table provides a summary of the funded status of the Company’s post-retirement benefit plans and the presentation of such balances within the consolidated balance sheets: December 31, 2022 October 31, 2022 Base Plan Performance Plan Base Plan Performance Plan Projected benefit obligations $ 5,963 $ 2,486 $ 5,473 $ 2,314 Fair value of plan assets 5,795 2,352 5,314 2,193 Funded (underfunded) status $ (168) $ (134) $ (159) $ (121) Consolidated Balance Sheet line item amounts: Other non-current liabilities $ (168) $ (134) $ (159) $ (121) There were no projected benefit obligations included in accumulated other comprehensive income (loss) as of December 31, 2022 and December 31, 2021, respectively. Funded Status The following table provides a reconciliation of benefit obligations, plan assets and net funded (unfunded) status of our qualified defined benefit pension plans and our retiree medical and life insurance plans: Base Plan Performance Plan Change in benefit obligations Beginning balance as of October 31, 2022 $ 5,473 $ 2,314 Service cost 43 — Interest cost 35 14 Employee contributions 35 — Employer contributions — — Benefits paid — — Actuarial (gain) loss (8) (4) Foreign currency translation 385 162 Ending Balance as of December 31, 2022 $ 5,963 $ 2,486 Change in plan assets Beginning balance as of October 31, 2022 $ 5,314 $ 2,193 Expected return on plan assets 34 14 Employee contributions 35 — Employer contributions 61 — Benefits paid — — Actuarial gain (loss) (5) (8) Expenses paid (18) — Foreign currency translation 374 153 Ending Balance as of December 31, 2022 $ 5,795 $ 2,352 Funded (underfunded) status as of October 31, 2022 $ (159) $ (121) Funded (underfunded) status as of December 31, 2022 (168) (134) Income Statement Information The following table provides the components of net periodic benefit cost and other amounts recognized in the consolidated statements of operations during the periods presented: Two Months Ended December 31, 2022 Base Plan Performance Plan Net periodic benefit cost: Service cost $ 43 $ — Interest cost 35 14 Expected return on plan assets (34) (14) Amortization of net actuarial (gain) loss (3) 4 Net periodic benefit cost $ 41 $ 4 Fair Value Measurements The benefit obligations and assets of the Company’s defined benefit pension plans are measured using actuarial valuations, which are derived based on the terms of the insurance contract and other key assumptions provided for under Belgium Regulation. The assumptions made in this analysis affect both the calculation of the benefit obligations as of the measurement date and the calculation of net periodic pension costs in subsequent periods. When reassessing these assumptions, the Company considers past and current market conditions and makes judgments about future market trends. The Company also considers factors such as the timing and amounts of expected contributions to the plans and expected benefit payments to plan participants. The following disclosures include information related to key assumptions used to determine the projected benefit obligation and plan assets, which drive the net funded status recognized on the Company’s consolidated balance sheets. Assumptions are reviewed at least annually and adjusted as appropriate. The following tables provide the assumptions used to determine the fair value of projected benefit obligations and the net periodic benefit cost, as they pertain to the Company’s cash balance plans as of December 31, 2022 and October 31, 2022: Base Plan Performance Plan Discount rate 3.75 % 3.65 % Expected return on plan assets 3.75 % 3.65 % Retirement age 65 65 For the calculation of the projected benefit obligation, all statutory minimum reserves are based on premiums paid by the employee and employer, plus guaranteed returns provided for under Belgium Regulation. Under the terms of the insurance contracts, all minimum reserves are provided 100% coverage while the return on plan assets is guaranteed for an additional amount plus opportunities for profit sharing as determined by the insurance entity. The difference between historical guaranteed rates of return and the guarantee provided by the insurance entity plus any profit sharing allocated to the participant accounts results in an unfunded or funded status that represents the Company’s projected benefit obligation for the respective plans. The amount of plan assets includes amounts contributed by the employee and employer and amounts earned from investing the contributions, less benefits paid. In accordance with the Company’s group insurance policies, contributions are invested in commingled investment funds, consisting of underlying equity and fixed income securities, respectively. In accordance with Belgium Regulation, a member of a supplementary pension plan whose employment contract comes to an end has the right to transfer their vested reserves to the pension institution of their new employer, contingent upon certain conditions. Accordingly, for ASC 715 purposes, the best evidence of fair value for plan assets is the cash surrender value as of the Measurement Date. The following table presents the fair value of the plan assets, represented by the Company’s investment in insurance contracts as of the respective dates, which are not separately recorded on the Company’s consolidated balance sheets nor subject to leveling in accordance with ASC 820. December 31, 2022 October 31, 2022 Base Plan Performance Plan Base Plan Performance Plan Insurance contracts at cash surrender value $ 5,795 $ 2,352 $ 5,314 $ 2,193 The Company’s exposure to actuarial gains or losses is limited due to the fact that the assumptions underlying the actuarial analysis, including those presented in the table above, are provisioned for under Belgium Regulation. Similarly, the guarantees provided by the insurance company are based on minimum statutory reserve requirements which results in the same discount rate used to determine both the fair value of the projected benefit obligation as well as the expected (guaranteed) rate of return on plan assets. Investment Policy The providers of the Company’s group insurance policies have the fiduciary responsibility for making investment decisions related to the assets of the Company’s defined benefit pension plans. Investment objectives for the assets of these plans are (1) to minimize the net present value of expected funding contributions; (2) to ensure there is a high probability that each plan meets or exceeds our actuarial long-term rate of return assumptions; and (3) to diversify assets to minimize the risk of large losses. The nature and duration of benefit obligations, along with assumptions concerning asset class returns and return correlations, are considered when determining an appropriate asset allocation to achieve the investment objectives. Investment policies and strategies governing the assets of the plans are designed to achieve investment objectives within prudent risk parameters and in accordance with Belgium Regulations. Risk management practices include the use of external investment managers; the maintenance of a portfolio diversified by asset class, investment approach and security holdings; and the maintenance of sufficient liquidity to meet benefit obligations as they come due. Contributions and Estimated Future Benefit Payments The required funding of our qualified defined benefit pension plans is determined in accordance with Belgium Regulation. The following table presents contributions made by the employee and employer for the period presented as well as the following year: Two Months Ended December 31, 2022 Contributions by: Base Plan Performance Plan Employee $ 35 $ — Employer 61 — Contributions expected to be made in 2023: Employee $ 313 $ — Employer 380 — The following table provides the projected timing of payments for benefits earned to date and benefits expected to be earned for future service by current active employees under our defined benefit plan: Year Base Plan Performance Plan 2023 $ 3 $ — 2024 87 — 2025 68 — 2026 446 — 2027 — — Years 2028 - 2032 1,973 2,326 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note S – Equity-Based Compensation 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 initially reserved an aggregate of 7,936,136 shares (subject to annual increases on January 1 of each year beginning in 2022 and ending with a final increase on January 1, 2031) of the Company’s common stock for grants under the Plan. Shares of the Company’s stock reserved for grants under the Plan were 9,189,953 and 7,936,136 as of December 31, 2022 and December 31, 2021, respectively. 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 initially reserved an aggregate of 755,822 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. Shares of the Company’s stock reserved for grants under the ESPP were 1,382,731 and 755,822 as of December 31, 2022 and December 31, 2021, respectively. The ESPP appoints the Compensation Committee (the “Committee”) to administer the ESPP. Awards under the ESPP will contain such terms and conditions not inconsistent with the ESPP as the 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, 2022, no shares had been issued under the ESPP. 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 was 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 as of December 31, 2021 and $2.4 million of compensation expense being recognized during the year ended December 31, 2022. As of December 31, 2022, there was no unrecognized compensation costs related to Tranche II Incentive Units. Stock Options 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 canceled 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. On July 1, 2022, the Company’s board of directors approved the grant of up to 959,618 stock options to certain officers, managers and other eligible employees pursuant to the Plan. The contractual terms and vesting conditions for these awards are consistent with previous grants described above. The fair value of options granted under the Plan was estimated on the grant date under the Black-Scholes OPM using the following assumptions: 2022 Grants 2021 Grants Expected option term (years) 6 6 Expected volatility 59.50%-72.20% 32.80 % Risk-free rate of return 2.90%-3.95% 0.93%-1.15% Expected annual dividend yield — % — % A summary of stock options activity under the Plan as of December 31, 2022 and December 31, 2021, and changes during the years then ended is presented as follows: Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (Years) Outstanding at December 31, 2020 — — — Granted 1,546,400 3.32 10.00 Exercised — — — Forfeited — — — Outstanding at December 31, 2021 1,546,400 $ 3.32 $ 10.00 9.67 Granted 995,118 1.78 3.09 Expired (33,834) 3.31 10.00 Forfeited (354,093) 2.76 7.48 Outstanding at December 31, 2022 2,153,591 $ 2.70 $ 7.22 8.60 As of December 31, 2022, there were 2,153,591 stock options outstanding and $3.3 million of unrecognized compensation cost related to unvested stock options granted under the Plan. There were 480,472 stock options that vested and became exercisable during the year ended December 31, 2022. Restricted Stock Units Restricted stock units awarded under the Plan are generally 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. On May 18, 2022, the Company granted 124,401 restricted stock units of the Company’s common stock to certain members of the Company’s senior management in lieu of cash to settle the 2021 annual bonus. The restricted stock units immediately vested and the weighted average grant date fair value of these awards was 4.12 per share. Because the service inception date preceded the grant date, the Company recognized additional bonus expense of $15 thousand measured as the excess of the grant date fair value over amounts previously accrued as of December 31, 2021. These costs were included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022. On May 26, 2022, the Company granted 164,475 restricted stock units of the Company’s common stock to non-employee directors. The restricted stock units vest over one year. The weighted average grant date fair value of these awards was $4.02 per share. On July 1, 2022, the Company granted 1,366,034 restricted stock units to certain officers, managers and other eligible employees. The restricted stock units follow the same contractual terms and vesting conditions as the options described above. The weighted average grant date fair value of these awards was $3.13 per share. Also on this date, the Company granted 39,936 restricted stock units to a recently appointed non-employee director pursuant to the Non-Employee Director Compensation Policy. The weighted average grant date fair value was $3.13 per share. The restricted stock units vest over one year. A summary of the status of the Company’s restricted stock units as of December 31, 2022 and December 31, 2021, and changes during the years then ended 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 Granted 1,710,596 3.27 Vested (694,153) 9.91 Forfeited (451,615) 8.81 Unvested at December 31, 2022 2,282,778 $ 6.30 1.3 $ 4,520 As of December 31, 2022, there was approximately $12.3 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 2.0 years. The table below presents the equity-based compensation expense recorded during the following periods: Year Ended December 31, 2022 December 31, 2021 Cost of Sales Incentive Units $ 181 $ 1,635 Stock Options 63 15 Restricted Stock Units 2,386 466 Total cost of sales $ 2,630 $ 2,116 Selling, general and administrative expenses Incentive Units 2,171 23,260 Stock Options 1,578 542 Restricted Stock Units 4,407 1,194 Total selling, general and administrative expenses $ 8,156 $ 24,996 Total equity-based compensation expense $ 10,786 $ 27,112 |
Impairment Expense
Impairment Expense | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Expense | Note T – Impairment Expense The table below presents the impairment expense recorded during the following periods: Year Ended December 31, 2022 December 31, 2021 Property, plant and equipment, net $ 13,112 $ — Intangible assets, net 30,871 — Right-of-use assets 2,724 — Goodwill 49,916 — Total impairment expense $ 96,623 $ — During the second quarter of 2022, there was a significant and prolonged decline in the Company’s market capitalization driven by general economic conditions, including heightened inflation, rising interest rates and volatility in the capital markets. Specifically for the Mission Solutions reporting unit, the Company observed a significant decline in discounted future cash flows, primarily attributable to a decrease in forecasted revenues as well as increased production costs and subcontractor delays that have extended the timeline for fulfillment of existing performance obligations and deferred pipeline realization. After considering the totality of events and circumstances, the Company determined that these triggering events indicated that certain recorded intangible assets, including goodwill, and property, plant and equipment may be impaired. After considering the totality of events and circumstances described above, the Company performed an interim quantitative impairment assessment of all reporting units and asset groups as of June 30, 2022, which resulted in a partial impairment of goodwill and certain tangible and intangible assets recorded on the Mission Solutions reporting unit and its underlying asset groups. During the fourth quarter of 2022, the Company’s market capitalization continued to decline alongside other macroeconomic factors discussed in the previous paragraph. For purposes of its annual goodwill impairment test as of October 1, 2022, the Company performed a qualitative assessment of goodwill at the Space Components and Engineering Services reporting units and concluded that it was not more likely than not that the carrying value of each of those reporting units was in excess of its fair value. However, due to the aforementioned partial impairment and underperformance relative to previously forecasted results, the Company elected to proceed directly to a quantitative impairment test of the Mission Solutions reporting unit and underlying asset groups during the fourth quarter of 2022. As a result of the quantitative impairment test, the remaining balance of goodwill on the Mission Solutions reporting unit was reduced to zero and a full impairment was also recognized on certain tangible and intangible assets for certain asset groups within the reporting unit. Fair value estimates used in the Company’s quantitative impairment assessments result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by management as of the measurement date. Additional information related to these impairment activities is provided below. Impairment activities during the year ended December 31, 2022 did not have any impact on the Company’s compliance with the Adams Street Credit Agreement or other contract related covenants. Property, plant and equipment, net As a result of the qualitative factors described above, the Company performed an annual and interim quantitative impairment test in accordance with ASC 360 and determined that the carrying value of three asset groups within the Mission Solutions reporting unit were not recoverable based on entity-specific, undiscounted net cash flows. Accordingly, impairment expense was measured as the amount by which the carrying value of the asset groups exceeded their fair value as of the respective reporting dates. The fair value of the three asset groups was determined using an income approach based on a discounted cash flow model. Impairment expense was measured as the amount by which the carrying value of the asset groups exceeded their fair value as of the respective reporting dates. Based on the results of the quantitative impairment tests performed during 2022, the Company recognized impairment expense related to personal property and equipment, leasehold improvements and construction in progress of $13.1 million. Right-of-use assets Impairment testing for right of use assets is consistent with the methodologies previously discussed for ASC 360. Based on the results of the quantitative impairment tests performed during 2022, the Company recognized impairment expense related to right-of-use assets of $2.7 million. Intangible assets, net As a result of the qualitative factors described above, the Company performed an annual and interim quantitative impairment test of certain indefinite-lived intangible assets and definite-lived intangible assets in accordance with ASC 350 and ASC 360, respectively. Under ASC 350, the fair value of the Company’s indefinite-lived intangible assets was determined using the relief from royalty method, which assumes that the asset’s fair value is the present value of license fees avoided by owning it. Please refer to the discussions above regarding the methodologies prescribed under ASC 360. Impairment expense was measured as the amount by which the carrying value of the intangible assets exceeded their fair value as of the respective reporting dates. Based on the results of the quantitative impairment tests, the Company recognized impairment expense related to customer relationships, technology, trademarks, internal-use software licenses and IPR&D of $30.9 million during the year ended December 31, 2022. Goodwill As a result of the qualitative factors described above, the Company performed an annual and interim quantitative goodwill impairment test in accordance with ASC 350. The fair value of the Company’s reporting units was determined using a combination and applied weighting of an income approach based on a discounted cash flow model as well as two market approaches based on (i) guideline public company revenues and earnings before interest, tax, depreciation and amortization multiples and (ii) guideline transactions, whereby consideration is given to prices paid in market comparable transactions. Based on the interim and annual impairment tests, the Company determined that the estimated fair value of the Mission Solutions reporting unit was lower than its carrying value as of June 30, 2022 and October 1, 2022. Accordingly, the Company recorded total non-cash, pre-tax and post-tax impairment charges of $49.9 million during the year ended December 31, 2022, which reduced the reporting unit’s goodwill balance to zero as of December 31, 2022. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note U – Net Income (Loss) per Common Share A reconciliation of the basic and diluted net income (loss) per share were computed for the periods presented is as follows: Year Ended December 31, 2022 December 31, 2021 Numerator: Net income (loss) attributable to Redwire Corporation $ (130,617) $ (61,537) Less: dividends on Convertible Preferred Stock 1,760 — Net income (loss) available to common shareholders (132,377) (61,537) Denominator: Weighted-average common shares outstanding: Basic 63,324,416 45,082,544 Diluted 63,324,416 45,082,544 Net income (loss) per common share: Basic and diluted $ (2.09) $ (1.36) Basic and diluted net income (loss) per common share are calculated by dividing net income (loss) available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Net income (loss) available to common shareholders (the numerator) is calculated by deducting both dividends declared and accumulated, regardless of the form of payment, during the period from Net income (loss) attributable to Redwire Corporation as presented on the consolidated statements of operations and comprehensive income (loss). Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares and common equivalent shares outstanding for the periods presented using the treasury-stock method or, for participating securities, the if-converted method or two-class method, whichever is more dilutive. Common equivalent shares outstanding includes the dilutive effects from the assumed issuance, exercise or conversion of warrants, equity-based awards, and the Convertible Preferred Stock, except when antidilutive. 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 common share is the same as basic net income (loss) per common share for the periods presented. Please refer to Note O, Note L and Note S for further information on the Company’s Convertible Preferred Stock, warrants and equity- |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Note V – Joint Venture Through the acquisition of Space NV, the Company participates in a joint venture operation with SES Techcom S.A. (“Techcom”) for the purpose of performing M&O Services to the European Space Agency, among others. Pursuant to a shareholders agreement dated June 28, 2007, this joint venture was created under the form of two companies: RSS and ROS, both governed by Belgian law. Total authorized share capital for RSS and ROS was €250 thousand. The Company has an ownership interest in RSS and ROS of 48% and 52%, respectively, while Techcom has ownership interests in RSS and ROS of 52% and 48%, respectively. Voting rights, board representation and distribution of residual returns is proportionate to these equity interests. M&O Services provided under the joint venture include development, operation and maintenance of satellite communication systems and ground facilities as well as in-orbit testing and educational support services on delivered infrastructure. These services are jointly performed with ROS serving as a subcontractor to RSS. Pursuant to an agreement dated April 1, 2022 (the “Transfer Agreement”), all M&O activities were transferred from ROS to RSS, including personnel, and the subcontractor relationship between ROS and RSS was terminated on the same date. Subsequent to this transfer, ROS continues to exhibit a significant influence over the joint venture operations and receives a management fee in exchange for administrative services. The acquisition of Space NV by the Company did not result in any changes to the joint venture or ownership interests in the underlying legal entities. The joint venture automatically terminates on the earlier of: (i) the expiration of the M&O Service agreement with ESA, unless other business is conducted by either company at the time of expiration, (ii) complete withdrawal of ownership interests held by Space NV or Techcom, or (iii) unanimous consent by the shareholders that both RSS and ROS are dissolved. In accordance with ASC 810, Consolidation , both RSS and ROS are accounted for under the variable interest entity (“VIE”) model due to insufficient equity investment at risk to finance operations without subordinated financial support. Additional information with regard to these entities is provided below. Consolidated Variable Interest Entity ROS was formed with an initial issued share capital of €0.1 million representing 1,000 shares of €100 par value each. The shares were fully paid upon incorporation with Space NV and Techcom owning 52% and 48%, respectively. ROS’s board of directors is composed of five members elected for renewable terms of 2 years. As previously noted, board representation under the joint venture is proportionate to equity ownership with Space NV holding a majority as of October 31, 2022, the acquisition date of Space NV, and December 31, 2022. The Company evaluated its interests in the joint venture and determined that Space NV had a variable interest in ROS as of October 31, 2022 and December 31, 2022. Due to their power to direct activities of the VIE that most significantly impact its economic performance, Space NV was determined to be the primary beneficiary and, therefore, consolidated ROS as of October 31, 2022 and December 31, 2022. Total assets and total liabilities for ROS as of December 31, 2022 were $1.6 million and $1.1 million, respectively. As a result of the Transfer Agreement, net income from ROS for the two months ended December 31, 2022 was de minimis for disclosure. Nonconsolidated Variable Interest Entity RSS was also formed with an initial issued share capital of €0.1 million representing 1,000 shares of €100 par value each. The shares were fully paid upon incorporation with Techcom and Space NV owning 52% and 48%, respectively. RSS’s board of directors is composed of five members elected for renewable terms of 2 years. As previously noted, board representation under the joint venture is proportionate to equity ownership with Techcom holding a majority as of October 31, 2022, the acquisition date of Space NV, and December 31, 2022. The Company determined that Space NV was not the primary beneficiary of RSS due to Techcom having the power to direct the activities of the VIE that most significantly impact its economic performance. As a result of having greater than 20% ownership but less than 50% and holding two of five board seats, Space NV has the ability to exercise significant influence over the entity. Accordingly, RSS is accounted for as an equity method investment. As part of purchase accounting, the equity method investment was measured at its fair value of $3.0 million as of October 31, 2022. Subsequent to the acquisition, the Company recognized income from RSS of $0.1 million which is included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). The carrying value of the equity method investment was $3.3 million as of December 31, 2022. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note W – 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: Year Ended December 31, 2022 December 31, 2021 Management fees paid to AEI $ — $ 477 Transaction fees paid to AEI — 1,019 Total fees paid to AEI $ — $ 1,496 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 repaid in February 2021. As of December 31, 2022, Peter Cannito, the Company’s Chairman and Chief Executive Officer, and Kirk Konert, a member of the Company’s board of directors, also served on the board of directors for a current customer of the Company. During the year ended December 31, 2022 and December 31, 2021, the Company recognized related revenues of $2.0 million and $6.7 million, respectively. As of December 31, 2022 and December 31, 2021, The Company had related outstanding receivables of none and $1.3 million, respectively. During the fourth quarter of 2022, AEI acquired a majority interest in a customer of the Company and Kirk Konert, a member of the Company’s board of directors, also joined the customer’s board of directors. During the year ended December 31, 2022 and December 31, 2021, the Company recognized related revenues of $7.7 million and $2.6 million, respectively. As of December 31, 2022 and December 31, 2021, The Company had related outstanding receivables of $0.3 million and $2.6 million, respectively. In the normal course of business, the Company participates in related party transactions with certain vendors and customers where AEI maintains a significant ownership interest and/or can exhibit significant influence on the operations of such parties. For the year ended December 31, 2022 and December 31, 2021, transactions with other companies in AEI’s investment portfolio, not separately disclosed, did not have a material impact on the Company’s consolidated financial statements. During the year ended December 31, 2022, the Company issued 40,000 shares of the Convertible Preferred Stock to AEI, for an aggregate purchase price of $40.0 million. During the year ended December 31, 2022, the Company also issued 40,000 shares of the Convertible Preferred Stock to Bain Capital, for an aggregate purchase price of $40.0 million, and Bain Capital subsequently acquired an additional 10,000 shares of Convertible Preferred Stock from AEI for an aggregate purchase price of $10.0 million. Following the foregoing transactions, Bain Capital holds 50,000 shares of Convertible Preferred Stock and AEI holds 30,000 shares of Convertible Preferred Stock. For more information on the Convertible Preferred Stock, including AEI’s and Bain Capital’s rights thereunder, please refer to Note O. Please refer to Note J, for related party transactions associated with the Company’s debt obligations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note X – Subsequent Events The Company has evaluated subsequent events after the consolidated balance sheet as of December 31, 2022 through the consolidated financial statements issuance date and there were no additional subsequent events that required disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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. |
Basis of Presentation | The Company uses a fiscal year ending on December 31 st |
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. |
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. |
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. |
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 Level 2 within the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. |
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 and Belgium, the euro, is considered to be the functional currency of those operations. Assets and liabilities of the Company's foreign subsidiaries, where the functional currency is the local currency, are translated into USD at exchange rates effective as of the balance sheet date. Revenues and expenses are translated using average exchange rates in effect for the periods presented. Balance sheet translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). |
Cash and Cash Equivalents | 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. |
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). |
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. 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. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative expenses or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under finance leases. Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease 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). The Company regularly evaluates its property, plant and equipment 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”). 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. |
Leases | The Company is obligated under certain operating and finance leases for its facilities, vehicles and office equipment. The Company assesses whether an arrangement is a lease or contains a lease at inception of the arrangement. For arrangements considered leases, the Company assesses the lease for finance or operating classification and records a right-of-use (ROU) asset and lease liability as of the commencement date. The Company uses the date of initial possession as the lease commencement date, which is generally when the underlying asset becomes available for the Company’s specific use. The Company’s operating leases are included in right-of-use assets, short-term operating lease liabilities and long-term operating lease liabilities on the consolidated balance sheets. The Company’s finance leases consist primarily of vehicles and are included in property, plant and equipment, net, short-term finance lease liabilities and long-term finance lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use the underlying asset for the lease term and are depreciated over the shorter of the useful life of the asset and the lease term. Lease liabilities represent the present value of the Company’s obligations to make payments arising over the lease term. The present value of the lease payments is calculated using the incremental borrowing rate as of the lease commencement date, which reflects the fixed rate the Company would have to pay to borrow an amount equal to the future minimum lease payments over a similar term. Operating lease expense includes the sum of imputed interest expense and depreciation. For finance leases, interest is recognized and presented separately in Interest expense, net on the consolidated statements of operations and comprehensive income (loss). The lease term includes renewal options which are reasonably certain to be exercised. Lease and non-lease related components, such as common area maintenance costs, obligations to return the underlying asset to its original condition, or costs to dismantle and remove the underlying asset at the end of the term, are accounted for separately. Certain leasing arrangements contain predetermined fixed escalation of minimum rents and/or require variable payments, such as insurance and tax payments. Variable lease payments which depend on an index or other rate are initially measured using the index or rate at the commencement date and included in the measurement of the ROU asset and lease liability. The subsequent change in lease payments as a result of a change in the index or other rate are recognized as expense in the period in which the payment occurs. The Company does not have any material restrictions or covenants in its lease agreements, sale leaseback transactions or residual value guarantees. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets and are recognized as lease expense on a straight-line basis in the consolidated statements of operations and comprehensive income (loss). |
Intangible Assets, including Goodwill | The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Intangible assets include those acquired from the Company’s various business combinations as well as licensed software for internal-use. Licensed software is acquired solely to meet the Company’s internal needs which provides the right to take possession of the software and is hosted on the Company’s specific hardware components as well as the capitalization of qualifying costs during the application development stage. Indefinite-lived intangible assets include tradenames and in-process research and development (“IPR&D”). Finite-lived intangible assets include customer relationships, technology, trademarks, and internal-use software. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible assets are consumed. IPR&D is recognized as an indefinite-lived intangible asset until completion or abandonment of the related project, then reclassified as a finite-lived intangible asset and amortized over the remaining useful life. Acquired intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing or more frequently if events or a change in circumstance indicate that it is more likely than not that the asset is impaired. This testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired, consistent with the methodologies previously disclosed for Property, plant and equipment. Goodwill is the amount by which the purchase price exceeded the fair value of the net identifiable assets acquired and liabilities assumed in a business combination on the date of acquisition. The Company’s goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit. The Company has four reporting units, Mission Solutions, Space Components, Engineering Services and Redwire Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings. The Company tests goodwill for impairment annually as of October 1st or when events and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company first assesses goodwill for impairment on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where the qualitative analysis (Step 0) 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 (Step 1) 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. In general, the Company performs a quantitative test for most reporting units at least once every three years, or more frequently if deemed necessary by Management. For Step 1, the Company compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. In general, the Company estimates the fair value of each reporting unit using a combination of a discounted cash flow (DCF) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and transaction multiples. The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and cash flows with consideration for other factors, such as general market conditions, U.S. and foreign Government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance. The discount rates utilized in the DCF analysis are based on the respective reporting unit’s weighted average |
Equity Method Investments | Investments where the Company has the ability to exercise significant influence, but does not have control of the investee, are accounted for under the equity method of accounting and presented as equity method investments on the consolidated balance sheets. Significant influence typically exists if the Company has a 20% to 50% ownership interest in the investee. Under this method of accounting, the Company’s share of the net earnings or losses of the investee is included in other income, net on the consolidated statements of operations and comprehensive income (loss) since the activities of the investee are not closely aligned with the operations of the business. The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. |
Derivative Financial Instruments | The Company evaluates its convertible instruments, options, warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, Derivatives and Hedging . The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities, or equity, is reassessed at the end of each reporting period. For equity-linked financial instruments, the Company must determine whether the underlying instrument is indexed to its own common stock in order to classify the derivative instrument as equity. Otherwise, the derivative asset or liability, including embedded derivatives discussed below, is recognized at fair value with subsequent changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss). |
Convertible Preferred Stock | Accounting for convertible instruments and contracts in the Company’s own equity, requires an evaluation of the hybrid security to determine if liability classification is required under ASC 480-10. Liability classification is required for freestanding financial instruments that are not debt in legal form and are: (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets (i.e. mandatorily redeemable), (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives (if any). Subsequent measurement of the carrying value is not required until such time that the contingencies are resolved and reclassification as a liability is required. |
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 long term contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable. Accounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods. 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 solely 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 |
Advertising Costs | All advertising, promotional and marketing costs are expensed when incurred and are included in Selling, general and administrative expenses within the consolidated statements of operations and comprehensive income (loss). |
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. |
Post-retirement Benefit Plans | These cash balance plans are defined benefit plans which provide for post-retirement benefits based on employee and employer contributions and prescribed rates of return in accordance with Belgium Regulation. Based on the Company’s policy to cover 100% of all benefit obligations associated with supplementary pensions, bonus pensions, and other post-retirement benefits (i.e., death and disability) through group insurance policies, these post-retirement benefit plans are accounted for as insurance contracts in accordance with ASC 715. Accordingly, the Company recognizes the net funded status on a plan-by-plan basis as either an asset recorded within other non-current assets or a liability recorded within other non-current liabilities within the consolidated balance sheets. The net funded status is measured on a plan-by-plan basis as the difference between the fair value of each plan’s assets and the benefit obligation. The net funded status is measured on December 31st (the “Measurement Date”), consistent with the Company’s fiscal year end, or more frequently, upon the occurrence of certain events such as a significant plan amendment, settlement, or curtailment. Fair value is determined on a plan-by-plan basis and reflects key assumptions in effect as of the Measurement Date. Obligations recorded in connection with the Company’s post-retirement benefit plans are computed based on service and contributions to date, using actuarial valuations that are based in part on certain key economic assumptions, including the discount rates and the expected long-term rate of return on plan assets as of the Measurement Date. The assumptions made in this analysis affect both the calculation of the benefit obligations as of the Measurement Date and the calculation of net periodic benefit costs in subsequent periods. The fair value of plan assets includes amounts contributed by the employee and employer and amounts earned from investing the contributions, less benefits paid. Differences between the actual return and expected return on plan assets during the year and changes in the benefit obligation for the Company’s defined benefit pension plans due to changes in the annual valuation assumptions generate actuarial gains or losses. Actuarial gains or losses are amortized for each plan into (expense) or income on a straight-line basis either over the average remaining life expectancy of plan participants or over the average remaining service period of plan participants, subject to certain thresholds. |
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. |
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. |
Recently Adopted/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). Under ASC 840, 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 ASC 840 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. As a result of adoption, the Company recognized right of use assets and lease liabilities of $10.1 million and $10.2 million, respectively. Adoption of this standard did not have a material impact on the Company’s results of operations or cash flows. Recently Issued Accounting Pronouncements 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 is finalizing its analysis and adoption of this guidance which is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures. In January 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Subsequent to the issuance of ASU 2020-04, there were various updates that amended and clarified the impact of ASU 2020-04, including an update in December 2022, which deferred the sunset date in Topic 848 from December 31, 2022 to December 31, 2024. ASU 2020-04 provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at modification date or reassess a previous accounting determination. The amendments in this ASU apply to all entities (subject to meeting certain criteria) that have contracts, hedging relationships, or other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company is currently evaluating the impact of adoption which is not expected to have a material impact on the Company’s 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 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 SEC on November 8, 2021 and continues to cooperate with any requests from the SEC. On December 17, 2021, the Company, our CEO, Peter Cannito, and our former CFO, William Read, were named as defendants in a putative class action complaint filed in the United States District Court for the Middle District of Florida. That litigation is captioned Lemen v. Redwire Corp. et al., Case No. 3:21-cv-01254-TJC-PDB (M.D. Fla.). On March 7, 2022, the Court appointed a lead plaintiff. On June 17, 2022, the lead plaintiff filed an amended complaint. In the amended complaint, the lead 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 Exchange Act. As relief, the plaintiffs are seeking, among other things, compensatory damages. The defendants believe the allegations are without merit and intend to defend the suit vigorously. On August 16, 2022, the defendants moved to dismiss the complaint in its entirety, and such motion was denied by the Court on March 22, 2023. 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. On May 25, 2022, a plaintiff commenced derivative litigation in the United States District Court for the District of Delaware on behalf of the Company against Peter Cannito, Les Daniels, Reggie Brothers, Joanne Isham, Kirk Konert, Jonathan Baliff, and John S. Bolton. That litigation is captioned Yingling v. Cannito, et al., Case No. 1:22-cv-00684-MN (D. Del.). The complaint’s allegations are similar to those of the class action lawsuit filed in December 2021, namely, that statements about Redwire’s business and operations were misleading due to alleged material weaknesses in the Company’s financial reporting internal controls. The plaintiff alleges the defendants violated Section 10(b) (and Rule 10b-5 promulgated thereunder) and Section 20(a) of the Exchange Act, breached their fiduciary duty by allowing misleading disclosures to be made, and caused the Company to overpay compensation and bonuses tied to the Company’s financial performance. As relief, the plaintiffs are seeking, among other things, compensatory and punitive damages. This litigation has been stayed until April 6, 2023. The defendants believe the allegations are without merit and intend to defend the lawsuit 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. On January 23, 2023, the Company received a Civil Investigative Demand from the antitrust division of the U.S. Department of Justice (“DOJ”) regarding potential violations of Section 1 of the Sherman Act and Section 8 of the Clayton Act. No suit has been filed, and we intend to fully cooperate with the DOJ. Although a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this early stage, we do not believe that any of our practices violated the Sherman Act or the Clayton Act. 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, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value 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. 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 % December 31, 2022 December 31, 2021 Fair value $ 0.17 $ 2.47 Exercise price $ 11.50 $ 11.50 Common stock price $ 1.98 $ 6.75 Expected option term (years) 3.67 years 4.67 years Expected volatility 60.70 % 60.50 % Risk-free rate of return 4.10 % 1.21 % Expected annual dividend yield — % — % |
Schedule of Supplemental Cash Flow Information | The table below presents supplemental cash flow information during the following periods: Year Ended December 31, 2022 December 31, 2021 Supplemental cash flow information: Cash paid (received) during the period for: Interest $ 6,868 $ 6,017 Income taxes — — Earnout settlement — 1,602 Non-Cash Investing and Financing Activities: Holdings’ contribution for acquisition of businesses $ — $ 40,646 Initial fair value of warrants at closing of Merger — 21,727 Capital expenditures not yet paid 1,209 1,576 Equity financing transaction costs not yet paid 622 — |
Property, Plant and Equipment, net | Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease lease term Property, plant and equipment were as follows: December 31, 2022 December 31, 2021 United States Europe Total United States Europe Total Computer equipment $ 1,256 $ 252 $ 1,508 $ 1,273 $ 107 $ 1,380 Furniture and fixtures 1,062 38 1,100 783 — 783 Laboratory equipment 3,646 483 4,129 16,550 306 16,856 Leasehold improvements 2,229 4,475 6,704 2,205 — 2,205 Finance lease ROU assets — 944 944 — — — Construction in process 1,408 — 1,408 415 — 415 Property, plant and equipment, gross 9,601 6,192 15,793 21,226 413 21,639 Less: accumulated depreciation (2,785) (247) (3,032) (1,919) (336) (2,255) Total property, plant and equipment, net $ 6,816 $ 5,945 $ 12,761 $ 19,307 $ 77 $ 19,384 The table below presents the depreciation expense related to property, plant and equipment for the following periods: Year Ended December 31, 2022 December 31, 2021 Depreciation expense $ 3,325 $ 1,944 |
Schedule of Advertising Costs | The table below presents the advertising cost for the following periods: Year Ended December 31, 2022 December 31, 2021 Advertising costs $ 1,306 $ 1,156 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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. 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 Other current liabilities 63 Deferred revenue 4,003 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: November 1, 2021 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 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 31, 2022 Cash paid $ 36,930 Less: Note receivable from seller 501 Purchase consideration $ 36,429 October 31, 2022 Assets: Cash $ 3,700 Accounts receivable and other receivable 3,556 Contract assets 18,830 Prepaid expenses and other current assets 3,140 Property, plant and equipment 5,656 Right-of-use assets 1,166 Intangible assets 13,935 Equity method investments 3,000 Total assets 52,983 Liabilities: Accounts payable 4,110 Short-term operating lease liabilities 199 Short-term finance lease liabilities 279 Accrued expenses 18,646 Deferred revenue 5,513 Other current liabilities 426 Long-term operating lease liabilities 908 Long-term finance lease liabilities 563 Deferred tax liabilities 2,727 Other non-current liabilities 281 Total liabilities 33,652 Fair value of net identifiable assets acquired 19,331 Less: Fair value of noncontrolling interests in ROS 215 Goodwill $ 17,313 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | 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 The following table summarizes the intangible assets acquired by class: October 31, 2022 Weighted average Technology $ 4,700 7 Customer relationships 7,400 30 Software 235 2 IPR&D 1,600 Total intangible assets $ 13,935 |
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 Oakman included in the consolidated statements of operations and comprehensive income (loss) for the following period: Year Ended December 31, 2021 Post-acquisition revenues $ 4,531 Net income (loss) $ (1,762) Transaction expenses $ 657 Year Ended December 31, 2021 Post-acquisition revenues $ 26,678 Net income (loss) $ (554) Transaction expenses $ 1,605 Year Ended December 31, 2021 Post-acquisition revenues $ 1,563 Net income (loss) $ (392) Transaction expenses $ 1,620 December 31, 2022 Post-acquisition revenues $ 11,658 Net income (loss) attributable to Redwire Corporation $ (294) Transaction expenses $ 3,112 The table below presents the pro forma combined results of operations for the business combinations for the year ended December 31, 2022 and 2021 as though the acquisitions of Oakman, DPSS, and Techshot (the “2021 Acquisitions”) had been completed as of January 1, 2020, and the acquisition of Space NV had been completed as of January 1, 2021. Year Ended December 31, 2022 December 31, 2021 Revenues $ 207,761 $ 206,204 Net income (loss) attributable to Redwire Corporation (129,645) (57,407) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value 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. 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 % December 31, 2022 December 31, 2021 Fair value $ 0.17 $ 2.47 Exercise price $ 11.50 $ 11.50 Common stock price $ 1.98 $ 6.75 Expected option term (years) 3.67 years 4.67 years Expected volatility 60.70 % 60.50 % Risk-free rate of return 4.10 % 1.21 % Expected annual dividend yield — % — % |
Schedule of Liabilities Measured at Fair Value | The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 were as follows: December 31, 2022 Balance Sheet Level 1 Level 2 Level 3 Total Assets: Committed equity facility Other non-current assets $ — $ — $ 216 $ 216 Total assets $ — $ — $ 216 $ 216 Liabilities: Private warrants Warrant liabilities $ — $ — $ 1,314 $ 1,314 Contingent consideration Notes payable to sellers — — 1,000 1,000 Total liabilities $ — $ — $ 2,314 $ 2,314 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 liabilities $ — $ — $ 20,098 $ 20,098 |
Changes in the Fair Value of Level 3 Financial Assets | Changes in the fair value of Level 3 financial assets and liabilities were as follows: Assets: Committed Equity Facility Total December 31, 2020 $ — $ — Additions — — Changes in fair value — — Settlements — — December 31, 2021 $ — $ — Additions 756 756 Changes in fair value (540) (540) Settlements — — December 31, 2022 $ 216 $ 216 Liabilities: Contingent Consideration Private Total December 31, 2020 $ 1,257 $ — $ 1,257 Additions 450 21,727 22,177 Changes in fair value 10,891 (2,629) 8,262 Settlements (11,598) — (11,598) December 31, 2021 $ 1,000 $ 19,098 $ 20,098 Additions — — — Changes in fair value — (17,784) (17,784) Settlements — — — December 31, 2022 $ 1,000 $ 1,314 $ 2,314 |
Changes in the Fair Value of Level 3 Financial Liabilities | Changes in the fair value of Level 3 financial assets and liabilities were as follows: Assets: Committed Equity Facility Total December 31, 2020 $ — $ — Additions — — Changes in fair value — — Settlements — — December 31, 2021 $ — $ — Additions 756 756 Changes in fair value (540) (540) Settlements — — December 31, 2022 $ 216 $ 216 Liabilities: Contingent Consideration Private Total December 31, 2020 $ 1,257 $ — $ 1,257 Additions 450 21,727 22,177 Changes in fair value 10,891 (2,629) 8,262 Settlements (11,598) — (11,598) December 31, 2021 $ 1,000 $ 19,098 $ 20,098 Additions — — — Changes in fair value — (17,784) (17,784) Settlements — — — December 31, 2022 $ 1,000 $ 1,314 $ 2,314 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | The accounts receivable, net balance was as follows: December 31, December 31, Billed receivables $ 25,518 $ 14,820 Unbilled receivables 1,208 1,442 Total accounts receivable, net $ 26,726 $ 16,262 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The inventory balance was as follows: December 31, December 31, Raw materials $ 995 $ 414 Work in process 474 117 Finished goods — 157 Inventory $ 1,469 $ 688 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease lease term Property, plant and equipment were as follows: December 31, 2022 December 31, 2021 United States Europe Total United States Europe Total Computer equipment $ 1,256 $ 252 $ 1,508 $ 1,273 $ 107 $ 1,380 Furniture and fixtures 1,062 38 1,100 783 — 783 Laboratory equipment 3,646 483 4,129 16,550 306 16,856 Leasehold improvements 2,229 4,475 6,704 2,205 — 2,205 Finance lease ROU assets — 944 944 — — — Construction in process 1,408 — 1,408 415 — 415 Property, plant and equipment, gross 9,601 6,192 15,793 21,226 413 21,639 Less: accumulated depreciation (2,785) (247) (3,032) (1,919) (336) (2,255) Total property, plant and equipment, net $ 6,816 $ 5,945 $ 12,761 $ 19,307 $ 77 $ 19,384 The table below presents the depreciation expense related to property, plant and equipment for the following periods: Year Ended December 31, 2022 December 31, 2021 Depreciation expense $ 3,325 $ 1,944 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The intangible asset gross carrying amount and accumulated amortization were as follows: December 31, 2022 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,593 $ (4,037) $ 35,556 21 Technology 30,954 (5,012) 25,942 13 Trademarks 3,172 (1,278) 1,894 7 Internal-use software licenses 2,387 (920) 1,467 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 1,712 — 1,712 Total intangible assets $ 78,118 $ (11,247) $ 66,871 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 |
Schedule of Indefinite-Lived Intangible Assets | The intangible asset gross carrying amount and accumulated amortization were as follows: December 31, 2022 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,593 $ (4,037) $ 35,556 21 Technology 30,954 (5,012) 25,942 13 Trademarks 3,172 (1,278) 1,894 7 Internal-use software licenses 2,387 (920) 1,467 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 1,712 — 1,712 Total intangible assets $ 78,118 $ (11,247) $ 66,871 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 |
Schedule of Amortization Expense | The table below presents the amortization expense related to intangible assets for the following periods: Year Ended December 31, 2022 December 31, 2021 Amortization expense $ 7,963 $ 8,640 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents the future amortization expense on intangible assets as of December 31, 2022: Year Total 2023 $ 7,003 2024 6,327 2025 5,552 2026 5,057 2027 4,576 Thereafter 36,344 Total future amortization expense on intangible assets $ 64,859 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows: 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 Goodwill arising from the Space NV acquisition 17,313 Impairment expense (49,916) Change arising from impact of foreign currency 907 Balance of goodwill as of December 31, 2022 $ 64,618 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022: Effective interest rate December 31, December 31, Adams Street Term Loan 11.13 % $ 30,626 $ 30,690 Adams Street Revolving Credit Facility — — — Adams Street Delayed Draw Term Loan 11.13 14,819 14,850 Adams Street Incremental Term Loan 11.26 31,695 31,760 D&O Financing Loans 1.92 1,798 1,904 Total debt 78,938 79,204 Less: unamortized discounts and issuance costs 1,615 1,653 Total debt, net 77,323 77,551 Less: Short-term debt, including current portion of long-term debt 2,578 2,684 Total long-term debt, net $ 74,745 $ 74,867 |
Schedule of Maturities of Long-term Debt | The maturities of the Company’s long-term debt outstanding as of December 31, 2022 are as follows: 2023 2024 2025 2026 2027 Thereafter Total Adams Street Term Loan $ 310 $ 310 $ 310 $ 29,696 $ — $ — $ 30,626 Adams Street Delayed Draw Term Loan 150 150 150 14,369 — — 14,819 Adams Street Incremental Term Loan 320 320 320 30,735 — — 31,695 Adams Street Revolving Credit Facility — — — — — — — 2022 D&O Financing Loan 1,798 — — — — — 1,798 Total long-term debt maturities $ 2,578 $ 780 $ 780 $ 74,800 $ — $ — $ 78,938 |
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: Year Ended December 31, 2022 December 31, 2021 Interest expense on debt $ 8,220 $ 6,458 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Information | The following table summarizes total lease costs for the period. As the Company adopted ASC 842 as of January 1, 2022, rent expense recognized in accordance with ASC 840 is reported as operating lease cost for the comparative period in 2021. Year Ended December 31, 2022 December 31, 2021 Finance lease cost: Amortization of ROU assets $ 54 $ — Interest on lease liabilities 6 — Operating lease costs 3,339 3,424 Variable lease costs — — Short-term lease costs 251 — Total lease costs $ 3,650 $ 3,424 The following table presents other supplemental information related to the Company’s leases: Year Ended December 31, 2022 Operating Leases Finance Leases Cash paid for lease liabilities $ 3,076 $ 61 Right-of-use assets obtained in exchange for new lease liabilities 8,615 944 Weighted average remaining lease term (in years) 4.8 3.1 Weighted average discount rate 5.6 % 9.3 % |
Supplemental Balance Sheet Information | The following table presents supplemental balance sheet information related to the Company’s operating and finance leases: December 31, 2022 December 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Right-of-use assets, net reflected in the following balance sheet line items: Property, plant and equipment, net $ — $ 889 $ — $ — Right-of-use assets 13,103 — — — Total ROU assets $ 13,103 $ 889 $ — $ — Current lease balance reflected in the following balance sheet line items: Short-term operating lease liabilities $ 3,214 $ — $ — $ — Short-term finance lease liabilities — 299 — — Noncurrent lease balance reflected in the following balance sheet line items: Long-term operating lease liabilities 12,670 — — — Long-term finance lease liabilities — 579 $ — — Total lease liabilities $ 15,884 $ 878 $ — $ — |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2022, the future annual minimum lease payments for lease liabilities under ASC 842 are as follows: Year Operating Leases Finance Leases 2023 $ 4,026 $ 368 2024 3,823 310 2025 3,261 222 2026 2,644 95 2027 2,553 25 Thereafter 2,260 — Total lease payments $ 18,567 $ 1,020 Less: imputed interest 2,683 142 Present value of operating lease liabilities $ 15,884 $ 878 |
Schedule of Future Minimum Rental Payments for Finance Leases | As of December 31, 2022, the future annual minimum lease payments for lease liabilities under ASC 842 are as follows: Year Operating Leases Finance Leases 2023 $ 4,026 $ 368 2024 3,823 310 2025 3,261 222 2026 2,644 95 2027 2,553 25 Thereafter 2,260 — Total lease payments $ 18,567 $ 1,020 Less: imputed interest 2,683 142 Present value of operating lease liabilities $ 15,884 $ 878 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, 2022 December 31, 2021 Current: Federal $ — $ — State 33 — Foreign 259 — Total current income tax expense (benefit) 292 — Deferred: Federal (6,317) (9,376) State (1,963) (1,893) Foreign 16 — Total deferred income tax expense (benefit) (8,264) (11,269) Total income tax expense (benefit) $ (7,972) $ (11,269) |
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: Year Ended December 31, 2022 December 31, 2021 Income (loss) before income taxes $ (138,592) $ (72,806) Federal statutory income tax rate 21.0 % 21.0 % Expected federal provision (benefit) for income taxes at the federal statutory income tax rate (29,104) (15,289) State income tax (benefit), net of federal tax benefit (5,394) (1,946) Change in fair value of warrants (3,735) (552) Nondeductible impairment of goodwill 10,483 — Permanent differences 226 2,483 Tax (benefits) / non-deductible expenses related to equity-based compensation 1,784 5,228 Acquisition costs 620 (1,106) Change in valuation allowance 18,498 458 Other (1,350) (545) Total tax expense (benefit) $ (7,972) $ (11,269) Effective tax rate 5.8 % 15.5 % |
Schedule of Deferred Tax Assets and Liabilities | The table below presents the components of the deferred tax assets, net and deferred tax liabilities: December 31, 2022 December 31, 2021 Deferred tax assets: Accrued expenses and reserves $ 4,997 $ 1,106 Capitalized research and development expenses 1,182 — Deferred rent — 58 Tax credit carryforwards 230 226 Deferred revenue — 636 Net operating loss carryforwards 19,303 12,052 Interest disallowance 4,046 1,921 Equity-based compensation 1,053 566 Lease liability 4,293 — Other assets 19 14 Total deferred tax assets 35,123 16,579 Less: valuation allowance (19,013) (515) Deferred tax assets, net of valuation allowance 16,110 16,064 Deferred tax liabilities: Right-of-use asset $ (3,584) $ — Deferred Revenue (1,498) — Depreciation and amortization (13,712) (23,922) Other (571) (743) Deferred tax liabilities (19,365) (24,665) Total net deferred tax assets (liabilities) $ (3,255) $ (8,601) |
Schedule of Change In Valuation Allowance | The table below presents the change in valuation allowance for the following periods: Valuation allowance as of December 31, 2020 $ (57) Income tax expense (458) Valuation allowance as of December 31, 2021 (515) Income tax expense (18,498) Valuation allowance as of December 31, 2022 $ (19,013) |
Schedule of Unrecognized Tax Benefits Roll Forward | The table below presents changes in reserves for unrecognized income tax benefits for the periods presented: Year Ended December 31, 2022 December 31, 2021 Unrecognized tax benefits, beginning of period $ 1,380 $ 1,671 Increase (decrease) for tax positions taken related to a prior period — (291) Increase (decrease) for tax positions taken during the current period — — Unrecognized tax benefits, end of period $ 1,380 $ 1,380 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | The table below presents details of the Company’s Convertible Preferred Stock during the year ended December 31, 2022. There was no related activity during the year ended December 31, 2021. Shares Amount Balance as of December 31, 2021 — $ — Convertible preferred stock issued 81,250 81,250 Issuance costs related to convertible preferred stock — (4,885) Balance as of December 31, 2022 81,250 $ 76,365 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The table below presents revenues by customer grouping for the following periods: Year Ended December 31, 2022 December 31, 2021 Civil space $ 63,003 $ 60,052 National security 43,906 29,833 Commercial and other 53,640 47,716 Total revenues $ 160,549 $ 137,601 The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Year Ended December 31, 2022 December 31, 2021 U.S. $ 142,867 $ 133,309 Netherlands 5,166 — Luxembourg 3,211 3,724 United Kingdom 3,237 — Italy 2,570 — Germany 2,069 140 Spain 706 — South Korea 269 272 Poland — 138 Other 454 18 Total revenues $ 160,549 $ 137,601 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: Year Ended December 31, 2022 December 31, 2021 Customer A $ 21,705 $ 17,753 Customer B 20,048 48,476 Customer C 17,131 — Total $ 58,884 $ 66,229 (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: December 31, December 31, Contract assets $ 31,041 $ 11,748 Contract liabilities $ 29,817 $ 15,734 |
Schedule of Change in Accounting Estimate | The following table summarizes the favorable (unfavorable) impact of the net EAC adjustments for the periods presented: Year Ended December 31, 2022 December 31, 2021 Net EAC adjustments, before income taxes $ (9,953) $ (1,835) Net EAC adjustments, net of income taxes (9,376) (1,551) Net EAC adjustments, net of income taxes, per diluted share (0.15) (0.03) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan Disclosures | The table below presents the expense for matching contributions for the following periods: Year Ended December 31, 2022 December 31, 2021 Total expense for matching contributions $ 2,002 $ 2,299 |
Schedule of Defined Benefit Plans Disclosures | The following table provides a summary of the funded status of the Company’s post-retirement benefit plans and the presentation of such balances within the consolidated balance sheets: December 31, 2022 October 31, 2022 Base Plan Performance Plan Base Plan Performance Plan Projected benefit obligations $ 5,963 $ 2,486 $ 5,473 $ 2,314 Fair value of plan assets 5,795 2,352 5,314 2,193 Funded (underfunded) status $ (168) $ (134) $ (159) $ (121) Consolidated Balance Sheet line item amounts: Other non-current liabilities $ (168) $ (134) $ (159) $ (121) |
Reconciliation of Benefit Obligations, Plan Assets and Net Funded (Unfunded) Status | The following table provides a reconciliation of benefit obligations, plan assets and net funded (unfunded) status of our qualified defined benefit pension plans and our retiree medical and life insurance plans: Base Plan Performance Plan Change in benefit obligations Beginning balance as of October 31, 2022 $ 5,473 $ 2,314 Service cost 43 — Interest cost 35 14 Employee contributions 35 — Employer contributions — — Benefits paid — — Actuarial (gain) loss (8) (4) Foreign currency translation 385 162 Ending Balance as of December 31, 2022 $ 5,963 $ 2,486 Change in plan assets Beginning balance as of October 31, 2022 $ 5,314 $ 2,193 Expected return on plan assets 34 14 Employee contributions 35 — Employer contributions 61 — Benefits paid — — Actuarial gain (loss) (5) (8) Expenses paid (18) — Foreign currency translation 374 153 Ending Balance as of December 31, 2022 $ 5,795 $ 2,352 Funded (underfunded) status as of October 31, 2022 $ (159) $ (121) Funded (underfunded) status as of December 31, 2022 (168) (134) |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | The following table provides the components of net periodic benefit cost and other amounts recognized in the consolidated statements of operations during the periods presented: Two Months Ended December 31, 2022 Base Plan Performance Plan Net periodic benefit cost: Service cost $ 43 $ — Interest cost 35 14 Expected return on plan assets (34) (14) Amortization of net actuarial (gain) loss (3) 4 Net periodic benefit cost $ 41 $ 4 |
Schedule of Changes in Projected Benefit Obligations | The following tables provide the assumptions used to determine the fair value of projected benefit obligations and the net periodic benefit cost, as they pertain to the Company’s cash balance plans as of December 31, 2022 and October 31, 2022: Base Plan Performance Plan Discount rate 3.75 % 3.65 % Expected return on plan assets 3.75 % 3.65 % Retirement age 65 65 |
Schedule of Company's Consolidated Balance Sheet | The following table presents the fair value of the plan assets, represented by the Company’s investment in insurance contracts as of the respective dates, which are not separately recorded on the Company’s consolidated balance sheets nor subject to leveling in accordance with ASC 820. December 31, 2022 October 31, 2022 Base Plan Performance Plan Base Plan Performance Plan Insurance contracts at cash surrender value $ 5,795 $ 2,352 $ 5,314 $ 2,193 |
Schedule of Expected Benefit Payments | The following table presents contributions made by the employee and employer for the period presented as well as the following year: Two Months Ended December 31, 2022 Contributions by: Base Plan Performance Plan Employee $ 35 $ — Employer 61 — Contributions expected to be made in 2023: Employee $ 313 $ — Employer 380 — |
Defined Benefit Plan, Earned For Future Service | The following table provides the projected timing of payments for benefits earned to date and benefits expected to be earned for future service by current active employees under our defined benefit plan: Year Base Plan Performance Plan 2023 $ 3 $ — 2024 87 — 2025 68 — 2026 446 — 2027 — — Years 2028 - 2032 1,973 2,326 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions | The fair value of options granted under the Plan was estimated on the grant date under the Black-Scholes OPM using the following assumptions: 2022 Grants 2021 Grants Expected option term (years) 6 6 Expected volatility 59.50%-72.20% 32.80 % Risk-free rate of return 2.90%-3.95% 0.93%-1.15% Expected annual dividend yield — % — % |
Summary of Option Activity | A summary of stock options activity under the Plan as of December 31, 2022 and December 31, 2021, and changes during the years then ended is presented as follows: Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (Years) Outstanding at December 31, 2020 — — — Granted 1,546,400 3.32 10.00 Exercised — — — Forfeited — — — Outstanding at December 31, 2021 1,546,400 $ 3.32 $ 10.00 9.67 Granted 995,118 1.78 3.09 Expired (33,834) 3.31 10.00 Forfeited (354,093) 2.76 7.48 Outstanding at December 31, 2022 2,153,591 $ 2.70 $ 7.22 8.60 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the status of the Company’s restricted stock units as of December 31, 2022 and December 31, 2021, and changes during the years then ended 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 Granted 1,710,596 3.27 Vested (694,153) 9.91 Forfeited (451,615) 8.81 Unvested at December 31, 2022 2,282,778 $ 6.30 1.3 $ 4,520 |
Summary of Stock Compensation Expense | The table below presents the equity-based compensation expense recorded during the following periods: Year Ended December 31, 2022 December 31, 2021 Cost of Sales Incentive Units $ 181 $ 1,635 Stock Options 63 15 Restricted Stock Units 2,386 466 Total cost of sales $ 2,630 $ 2,116 Selling, general and administrative expenses Incentive Units 2,171 23,260 Stock Options 1,578 542 Restricted Stock Units 4,407 1,194 Total selling, general and administrative expenses $ 8,156 $ 24,996 Total equity-based compensation expense $ 10,786 $ 27,112 |
Impairment Expense (Tables)
Impairment Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impairment Expense | The table below presents the impairment expense recorded during the following periods: Year Ended December 31, 2022 December 31, 2021 Property, plant and equipment, net $ 13,112 $ — Intangible assets, net 30,871 — Right-of-use assets 2,724 — Goodwill 49,916 — Total impairment expense $ 96,623 $ — |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | A reconciliation of the basic and diluted net income (loss) per share were computed for the periods presented is as follows: Year Ended December 31, 2022 December 31, 2021 Numerator: Net income (loss) attributable to Redwire Corporation $ (130,617) $ (61,537) Less: dividends on Convertible Preferred Stock 1,760 — Net income (loss) available to common shareholders (132,377) (61,537) Denominator: Weighted-average common shares outstanding: Basic 63,324,416 45,082,544 Diluted 63,324,416 45,082,544 Net income (loss) per common share: Basic and diluted $ (2.09) $ (1.36) |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, 2022 December 31, 2021 Management fees paid to AEI $ — $ 477 Transaction fees paid to AEI — 1,019 Total fees paid to AEI $ — $ 1,496 |
Description of the Business (De
Description of the Business (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | 27 Months Ended | 33 Months Ended | ||||||
Nov. 08, 2022 USD ($) shares | Oct. 28, 2022 USD ($) $ / shares shares | Sep. 02, 2021 USD ($) $ / shares shares | Sep. 01, 2021 $ / shares shares | Dec. 31, 2022 USD ($) company $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2022 acquisition $ / shares shares | Apr. 14, 2022 USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Number of businesses acquired | acquisition | 9 | ||||||||
Number of companies under the joint venture | company | 2 | ||||||||
Proceeds from the merger | $ | $ 110,600 | $ 0 | $ 110,583 | ||||||
Interest expense on debt | $ | $ 8,220 | $ 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 | 99,912,000 | 99,912,000 | 99,912,000 | ||||
Aggregate gross proceeds | $ | $ 75,000 | ||||||||
Units outstanding (in shares) | 59,661,273 | 64,280,631 | 62,690,869 | 64,280,631 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Shares authorized (in shares) | 88,000 | 88,000 | 88,000 | ||||||
Preferred stock purchase price | $ | $ 81,250 | ||||||||
[Derivative Convert PFD stock] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Shares authorized (in shares) | 88,000 | ||||||||
Preferred stock purchase price | $ | $ 1,250 | ||||||||
[Derivative Convert PFD stock] | TowerView LLC | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Shares issued (in shares) | 1,250 | ||||||||
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 | ||||||||
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 | ||||||||
Committed Equity Facility | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Shares from transaction (in shares) | 8,500,000 | 909,669 | 127,751 | ||||||
Sale of stock, amount authorized to issue and sell | $ | $ 80,000 | ||||||||
AEI and Bain Investment Agreements | [Derivative Convert PFD stock] | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Shares issued (in shares) | 80,000 | ||||||||
Preferred stock purchase price | $ | $ 80,000 | ||||||||
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 | ||||||||
Exchange ratio | 372,000 | ||||||||
Cosmos Intermediate, LLC | Cosmos Parent, LLC | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Ownership interest | 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% | ||||||||
Cosmos Acquisition, LLC | Cosmos Finance, LLC | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Ownership interest | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) reportingUnit segment | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 28,316 | $ 20,523 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Number of reporting units | reportingUnit | 4 | ||
Vesting period | 3 years | ||
Operating lease right-of-use assets | $ 13,103 | $ 10,100 | |
Present value of operating lease liabilities | $ 15,884 | $ 10,200 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid (received) during the period for: | ||
Interest | $ 6,868 | $ 6,017 |
Income taxes | 0 | 0 |
Earnout settlement | 0 | 1,602 |
Non-Cash Investing and Financing Activities: | ||
Holdings’ contribution for acquisition of businesses | 0 | 40,646 |
Initial fair value of warrants at closing of Merger | 0 | 21,727 |
Capital expenditures not yet paid | 1,209 | 1,576 |
Equity financing transaction costs not yet paid | $ 622 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 1,306 | $ 1,156 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||||
Oct. 31, 2022 USD ($) | Oct. 31, 2022 EUR (€) | Nov. 01, 2021 USD ($) shares | Feb. 17, 2021 USD ($) | Jan. 15, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 64,618 | $ 96,314 | $ 52,711 | |||||
Transaction expenses | 3,200 | 5,000 | ||||||
Oakman | ||||||||
Business Acquisition [Line Items] | ||||||||
Percent of ownership acquired | 100% | |||||||
Number of units acquired (in shares) | shares | 1,000,000 | |||||||
Measurement period adjustment - acquisition | 1,917 | |||||||
Goodwill | $ 8,783 | |||||||
Cash paid | $ 12,142 | |||||||
Transaction expenses | 657 | |||||||
DPSS | ||||||||
Business Acquisition [Line Items] | ||||||||
Percent of ownership acquired | 100% | |||||||
Measurement period adjustment - acquisition | 350 | |||||||
Goodwill | $ 11,254 | 11,300 | ||||||
Cash paid | $ 27,305 | |||||||
Transaction expenses | 1,605 | |||||||
Techshot | ||||||||
Business Acquisition [Line Items] | ||||||||
Percent of ownership acquired | 100% | |||||||
Number of units acquired (in shares) | shares | 3,029,596 | |||||||
Goodwill | $ 26,521 | |||||||
Cash paid | $ 2,228 | |||||||
Transaction expenses | $ 1,620 | |||||||
Space NV | ||||||||
Business Acquisition [Line Items] | ||||||||
Percent of ownership acquired | 100% | |||||||
Goodwill | $ 17,313 | |||||||
Cash paid | $ 36,930 | € 37 | ||||||
Transaction expenses | $ 3,112 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, € in Millions | Oct. 31, 2022 USD ($) | Oct. 31, 2022 EUR (€) | Nov. 01, 2021 USD ($) | Feb. 17, 2021 USD ($) | Jan. 15, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Liabilities: | ||||||||
Goodwill | $ 64,618 | $ 96,314 | $ 52,711 | |||||
Oakman | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid | $ 12,142 | |||||||
Common stock issued | 2,110 | |||||||
Purchase consideration | 14,252 | |||||||
Assets: | ||||||||
Accounts receivable and other 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 and other 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 | |||||||
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 | |||||||
Space NV | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid | $ 36,930 | € 37 | ||||||
Less: Note receivable from seller | 501 | |||||||
Purchase consideration | 36,429 | |||||||
Assets: | ||||||||
Cash | 3,700 | |||||||
Accounts receivable and other receivable | 3,556 | |||||||
Contract assets | 18,830 | |||||||
Prepaid expenses and other current assets | 3,140 | |||||||
Property, plant and equipment | 5,656 | |||||||
Right-of-use assets | 1,166 | |||||||
Intangible assets | 13,935 | |||||||
Equity method investments | 3,000 | |||||||
Total assets | 52,983 | |||||||
Liabilities: | ||||||||
Accounts payable | 4,110 | |||||||
Short-term operating lease liabilities | 199 | |||||||
Short-term finance lease liabilities | 279 | |||||||
Accrued expenses | 18,646 | |||||||
Deferred revenue | 5,513 | |||||||
Other current liabilities | 426 | |||||||
Long-term operating lease liabilities | 908 | |||||||
Long-term finance lease liabilities | 563 | |||||||
Deferred tax liabilities | 2,727 | |||||||
Other non-current liabilities | 281 | |||||||
Total liabilities | 33,652 | |||||||
Fair value of net identifiable assets acquired | 19,331 | |||||||
Less: Fair value of noncontrolling interests in ROS | 215 | |||||||
Goodwill | $ 17,313 |
Business Combinations - Intangi
Business Combinations - Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Nov. 01, 2021 | Feb. 17, 2021 | Jan. 15, 2021 |
Software | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets | $ 235 | |||
Weighted average useful life in years | 2 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 | IPR&D | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets | $ 680 | |||
Space NV | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets | $ 13,935 | |||
Space NV | Technology | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets | $ 4,700 | |||
Weighted average useful life in years | 7 years | |||
Space NV | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets | $ 7,400 | |||
Weighted average useful life in years | 30 years | |||
Space NV | IPR&D | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets | $ 1,600 |
Business Combinations - Post-Ac
Business Combinations - Post-Acquisition Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Transaction expenses | $ 3,200 | $ 5,000 |
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 | |
Space NV | ||
Business Acquisition [Line Items] | ||
Post-acquisition revenues | 11,658 | |
Net income (loss) | (294) | |
Transaction expenses | $ 3,112 |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Data (Details) - Business Combinations 2021 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenues | $ 207,761 | $ 206,204 |
Net income (loss) attributable to Redwire Corporation | $ (129,645) | $ (57,407) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Valuation Assumptions (Details) - Roccor | Oct. 28, 2020 |
Risk-free interest rate | |
Business Acquisition [Line Items] | |
Measurement input | 0.001 |
Revenue discount rate | |
Business Acquisition [Line Items] | |
Measurement input | 0.070 |
Revenue volatility | |
Business Acquisition [Line Items] | |
Measurement input | 0.300 |
Earnout payment discount rate | |
Business Acquisition [Line Items] | |
Measurement input | 0.040 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 27 Months Ended | |||
Sep. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Apr. 14, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Decrease of fair value in the committed equity facility | $ 540 | $ 0 | |||
Fair value, asset, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income | Other Nonoperating Income (Expense) | ||||
Price per share (in dollars per share) | $ 1.98 | ||||
Unused capacity | $ 16,000 | ||||
Decrease in fair value of private warrant liability | $ 17,784 | $ (8,262) | |||
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |||
Private Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Decrease in fair value of private warrant liability | $ 17,784 | $ 2,629 | |||
Committed Equity Facility | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Derivative asset | $ 800 | ||||
Shares from transaction (in shares) | 8,500,000 | 909,669 | 127,751 | ||
Sale of stock, amount authorized to issue and sell | $ 80,000 | ||||
Decrease of fair value in the committed equity facility | $ 540 | 0 | |||
Percentage of purchase price per share | 97% | ||||
Percentage of commission on gross proceeds | 3% | ||||
Remaining shares available | 8,090,331 | ||||
Committed Equity Facility | Minimum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Price per share (in dollars per share) | $ 2.73 | ||||
Committed Equity Facility | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Price per share (in dollars per share) | $ 4.29 | ||||
Roccor | Earnout Scenario One | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Contingent earnout, not less than | 0 | ||||
Roccor | Earnout Scenario One | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Contingent earnout amount, threshold one | 30,000 | ||||
Roccor | Earnout Scenario Two | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Contingent earnout amount, median | 1,000 | ||||
Roccor | Earnout Scenario Two | Minimum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Contingent earnout amount, threshold one | 30,000 | ||||
Roccor | Earnout Scenario Two | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Contingent earnout amount, threshold one | 40,000 | ||||
Roccor | Earnout Scenario Three | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Contingent earnout not to exceed | 2,000 | ||||
Roccor | Earnout Scenario Three | Minimum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Contingent earnout amount, threshold one | $ 40,000 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Private Warrants Assumptions (Details) - Private Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Fair value (in dollars per share) | $ 0.17 | $ 2.47 |
Exercise price (in dollars per share) | 11.50 | 11.50 |
Common stock price (in dollars per share) | $ 1.98 | $ 6.75 |
Expected option term (years) | 3 years 8 months 1 day | 4 years 8 months 1 day |
Expected volatility | 60.70% | 60.50% |
Risk-free rate of return | 4.10% | 1.21% |
Expected annual dividend yield | 0% | 0% |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Private warrants | $ 1,314 | $ 19,098 |
Contingent consideration | $ 1,000 | 1,000 |
Derivative asset, statement of financial position | Other non-current assets | |
Fair Value, Recurring | ||
Assets: | ||
Total assets | $ 216 | |
Liabilities: | ||
Private warrants | 1,314 | 19,098 |
Contingent consideration | 1,000 | 1,000 |
Total liabilities | 2,314 | 20,098 |
Fair Value, Recurring | Committed Equity Facility | ||
Assets: | ||
Committed equity facility | 216 | |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | |
Liabilities: | ||
Private warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | Committed Equity Facility | ||
Assets: | ||
Committed equity facility | 0 | |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | |
Liabilities: | ||
Private warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Committed Equity Facility | ||
Assets: | ||
Committed equity facility | 0 | |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 216 | |
Liabilities: | ||
Private warrants | 1,314 | 19,098 |
Contingent consideration | 1,000 | 1,000 |
Total liabilities | 2,314 | $ 20,098 |
Level 3 | Fair Value, Recurring | Committed Equity Facility | ||
Assets: | ||
Committed equity facility | $ 216 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Changes in Financial Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | ||
Beginning balance | $ 0 | $ 0 |
Additions | 756 | 0 |
Changes in fair value | (540) | 0 |
Settlements | 0 | 0 |
Ending balance | 216 | 0 |
Committed Equity Facility | ||
Assets: | ||
Beginning balance | 0 | 0 |
Additions | 756 | 0 |
Changes in fair value | (540) | 0 |
Settlements | 0 | 0 |
Ending balance | $ 216 | $ 0 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Changes in Financial Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | ||
Beginning balance | $ 20,098 | $ 1,257 |
Additions | 0 | 22,177 |
Changes in fair value | (17,784) | 8,262 |
Settlements | 0 | (11,598) |
Ending balance | 2,314 | 20,098 |
Private Warrants | ||
Liabilities: | ||
Beginning balance | 19,098 | 0 |
Additions | 0 | 21,727 |
Changes in fair value | (17,784) | (2,629) |
Settlements | 0 | 0 |
Ending balance | 1,314 | 19,098 |
Contingent Consideration | ||
Liabilities: | ||
Beginning balance | 1,000 | 1,257 |
Additions | 0 | 450 |
Changes in fair value | 0 | 10,891 |
Settlements | 0 | (11,598) |
Ending balance | $ 1,000 | $ 1,000 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Billed receivables | $ 25,518 | $ 14,820 |
Unbilled receivables | 1,208 | 1,442 |
Total accounts receivable, net | 26,726 | 16,262 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 995 | $ 414 |
Work in process | 474 | 117 |
Finished goods | 0 | 157 |
Inventory | $ 1,469 | $ 688 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 15,793 | $ 21,639 | |
Less: accumulated depreciation | (3,032) | (2,255) | |
Total property, plant and equipment, net | 12,761 | 19,384 | |
Total impairment expense | [1] | 96,623 | 0 |
Impairment expense, property and equipment | 13,112 | 0 | |
Depreciation expense | 3,325 | 1,944 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,508 | 1,380 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,100 | 783 | |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,129 | 16,856 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,704 | 2,205 | |
Finance lease ROU assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 944 | 0 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,408 | 415 | |
United States | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 9,601 | 21,226 | |
Less: accumulated depreciation | (2,785) | (1,919) | |
Total property, plant and equipment, net | 6,816 | 19,307 | |
United States | Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,256 | 1,273 | |
United States | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,062 | 783 | |
United States | Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,646 | 16,550 | |
United States | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,229 | 2,205 | |
United States | Finance lease ROU assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 0 | 0 | |
United States | Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,408 | 415 | |
Europe | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,192 | 413 | |
Less: accumulated depreciation | (247) | (336) | |
Total property, plant and equipment, net | 5,945 | 77 | |
Europe | Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 252 | 107 | |
Europe | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 38 | 0 | |
Europe | Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 483 | 306 | |
Europe | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,475 | 0 | |
Europe | Finance lease ROU assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 944 | 0 | |
Europe | Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 0 | $ 0 | |
[1] Please refer to Note G, Note H, Note I, Note K and Note T |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (11,247) | $ (11,443) |
Net carrying amount | 64,859 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 78,118 | 102,285 |
Accumulated amortization | (11,247) | (11,443) |
Net carrying amount | 66,871 | 90,842 |
Amortization expense | 7,963 | 8,640 |
Future Amortization Expense on Intangible Assets | ||
2023 | 7,003 | |
2024 | 6,327 | |
2025 | 5,552 | |
2026 | 5,057 | |
2027 | 4,576 | |
Thereafter | 36,344 | |
Cosmos Tradename | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Carrying amount | 300 | 300 |
IPR&D | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Carrying amount | 1,712 | 935 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 39,593 | 48,612 |
Accumulated amortization | (4,037) | (3,592) |
Net carrying amount | $ 35,556 | $ 45,020 |
Weighted average useful life in years | 21 years | 19 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (4,037) | $ (3,592) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 30,954 | 43,339 |
Accumulated amortization | (5,012) | (5,894) |
Net carrying amount | $ 25,942 | $ 37,445 |
Weighted average useful life in years | 13 years | 14 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (5,012) | $ (5,894) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,172 | 6,807 |
Accumulated amortization | (1,278) | (1,572) |
Net carrying amount | $ 1,894 | $ 5,235 |
Weighted average useful life in years | 7 years | 7 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (1,278) | $ (1,572) |
Internal-use software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,387 | 2,292 |
Accumulated amortization | (920) | (385) |
Net carrying amount | $ 1,467 | $ 1,907 |
Weighted average useful life in years | 3 years | 3 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (920) | $ (385) |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Total impairment expense | [1] | $ 96,623 | $ 0 |
Impairment expense, intangible assets | $ 30,871 | $ 0 | |
[1] Please refer to Note G, Note H, Note I, Note K and Note T |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2022 | Nov. 01, 2021 | Feb. 17, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||||||
Goodwill | $ 64,618 | $ 96,314 | $ 52,711 | ||||
Change arising from impact of foreign currency | 907 | (247) | |||||
Impairment expense | (49,916) | 0 | |||||
Oakman | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 8,783 | ||||||
Goodwill arising from acquisition | 6,866 | ||||||
Measurement period adjustment - acquisition | 1,917 | ||||||
DPSS | |||||||
Goodwill [Line Items] | |||||||
Goodwill | 11,300 | $ 11,254 | |||||
Goodwill arising from acquisition | 10,904 | ||||||
Measurement period adjustment - acquisition | 350 | ||||||
Techshot | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 26,521 | ||||||
Goodwill arising from acquisition | 26,521 | ||||||
DSS | |||||||
Goodwill [Line Items] | |||||||
Measurement period adjustment - acquisition | (85) | ||||||
MIS | |||||||
Goodwill [Line Items] | |||||||
Measurement period adjustment - acquisition | (512) | ||||||
Roccor | |||||||
Goodwill [Line Items] | |||||||
Measurement period adjustment - acquisition | (684) | ||||||
LoadPath | |||||||
Goodwill [Line Items] | |||||||
Measurement period adjustment - acquisition | $ (1,427) | ||||||
Space NV | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 17,313 | ||||||
Goodwill arising from acquisition | $ 17,313 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Total impairment expense | [1] | $ 96,623 | $ 0 | |
Impairment expense | (49,916) | 0 | ||
Goodwill | 64,618 | 96,314 | $ 52,711 | |
Gross goodwill | 114,500 | 96,300 | ||
Goodwill accumulated impairment | $ (49,900) | $ 0 | ||
[1] Please refer to Note G, Note H, Note I, Note K and Note T |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 78,938 | $ 79,204 |
Less: unamortized discounts and issuance costs | 1,615 | 1,653 |
Total | 77,323 | 77,551 |
Less: Short-term debt, including current portion of long-term debt | 2,578 | 2,684 |
Total long-term debt, net | $ 74,745 | 74,867 |
Adams Street Capital Agreement | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 11.13% | |
Total debt | $ 30,626 | 30,690 |
Adams Street Capital Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 0% | |
Total debt | $ 0 | 0 |
Adams Street Delayed Draw Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 11.13% | |
Total debt | $ 14,819 | 14,850 |
Adams Street Incremental Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 11.26% | |
Total debt | $ 31,695 | 31,760 |
D&O Financing Loans | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 1.92% | |
Total debt | $ 1,798 | $ 1,904 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 12 Months Ended | |||||||||||||
Aug. 08, 2022 USD ($) | Mar. 25, 2022 USD ($) | Sep. 02, 2021 USD ($) | Jun. 18, 2021 USD ($) | Jan. 15, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 28, 2022 | Sep. 03, 2022 USD ($) | Sep. 03, 2021 USD ($) | Feb. 17, 2021 USD ($) | Oct. 28, 2020 USD ($) | Aug. 31, 2020 USD ($) | May 01, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Draw down amount | $ 22,696,000 | $ 53,024,000 | ||||||||||||
Non-cash interest expense | 690,000 | 0 | ||||||||||||
Forgiveness amount | $ 600,000 | |||||||||||||
Available liquidity | 53,300,000 | |||||||||||||
Cash and cash equivalents | 28,316,000 | 20,523,000 | ||||||||||||
Line of credit | 25,000,000 | |||||||||||||
DSS PPP Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face amount | $ 1,100,000 | |||||||||||||
Interest rate | 1% | |||||||||||||
Repayments of debt | 500,000 | |||||||||||||
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 | |||||||||||||
Minimum liquidity covenant | $ 5,000,000 | |||||||||||||
Interest rate, increase | 2% | |||||||||||||
Non-cash interest expense | 700,000 | |||||||||||||
Limited guarantee for the payment of outstanding term loans | $ 7,500,000 | |||||||||||||
Medium-term Notes | Adams Street Capital Agreement | Scenario 1 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 7.50 | |||||||||||||
Medium-term Notes | Adams Street Capital Agreement | Scenario 2 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 6.50 | |||||||||||||
Medium-term Notes | Adams Street Delayed Draw Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit amount | 15,000,000 | |||||||||||||
Line of Credit | Adams Street Capital Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Borrowings outstanding under credit facility | $ 0 | 0 | ||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit amount | $ 25,000,000 | 5,000,000 | ||||||||||||
Current borrowing capacity | $ 10,000,000 | |||||||||||||
Commitment fee percentage | 2% | |||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Current borrowing capacity | $ 15,000,000 | |||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | First Covenant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Current borrowing capacity | $ 5,000,000 | |||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | First Covenant | Eurocurrency Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 6% | |||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | First Covenant | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 5% | |||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | Second Covenant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Current borrowing capacity | $ 5,000,000 | |||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | Second Covenant | Eurocurrency Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 7.50% | |||||||||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | Second Covenant | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 6.50% | |||||||||||||
Notes Payable to Banks | SVB Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face amount | $ 51,100,000 | $ 45,400,000 | ||||||||||||
Debt repayment | $ 41,600,000 | |||||||||||||
Notes Payable to Banks | D&O Financing Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face amount | $ 2,700,000 | $ 3,000,000 | ||||||||||||
Interest rate | 4.59% | 1.74% | ||||||||||||
Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt repayment | $ 600,000 |
Debt - Maturities of Long-Term
Debt - Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2023 | $ 2,578 | |
2024 | 780 | |
2025 | 780 | |
2026 | 74,800 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | 78,938 | $ 79,204 |
Adams Street Capital Agreement | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2023 | 310 | |
2024 | 310 | |
2025 | 310 | |
2026 | 29,696 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | 30,626 | 30,690 |
Adams Street Capital Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | 0 | 0 |
Adams Street Delayed Draw Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2023 | 150 | |
2024 | 150 | |
2025 | 150 | |
2026 | 14,369 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | 14,819 | 14,850 |
Adams Street Incremental Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2023 | 320 | |
2024 | 320 | |
2025 | 320 | |
2026 | 30,735 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | 31,695 | 31,760 |
2022 D&O Financing Loan | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
2023 | 1,798 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | $ 1,798 | $ 1,904 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Interest expense on debt | $ 8,220 | $ 6,458 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | ||
Operating Leased Assets [Line Items] | |||
Number of leases with annual escalations | lease | 3 | ||
Renewal term | 9 years | ||
Renewal term extension | 60 days | ||
Total impairment expense | [1] | $ 96,623 | $ 0 |
Right-of-use assets | $ 2,724 | ||
Future minimum lease obligations | $ 26,300 | ||
Number of leases not yet commenced | lease | 1,000 | ||
Lessee, operating lease, not yet commenced, amount | $ 1,500 | ||
Minimum | |||
Operating Leased Assets [Line Items] | |||
Minimum rent percentage | 1.96% | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Minimum rent percentage | 4% | ||
[1] Please refer to Note G, Note H, Note I, Note K and Note T |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost: | ||
Amortization of ROU assets | $ 54 | |
Interest on lease liabilities | 6 | |
Operating lease costs | 3,339 | |
Operating lease costs, topic 840 | $ 3,424 | |
Variable lease costs | 0 | |
Short-term lease costs | 251 | |
Total lease costs | $ 3,650 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Right-of-use assets, net reflected in the following balance sheet line items: | ||
Right-of-use assets | $ 13,103 | $ 10,100 |
Property, plant and equipment, net | 889 | |
Current lease balance reflected in the following balance sheet line items: | ||
Short-term operating lease liabilities | 3,214 | |
Short-term finance lease liabilities | 299 | |
Noncurrent lease balance reflected in the following balance sheet line items: | ||
Long-term operating lease liabilities | 12,670 | |
Long-term finance lease liabilities | 579 | |
Total lease liabilities | 15,884 | $ 10,200 |
Total lease liabilities | $ 878 | |
Finance lease, right-of-use asset, statement of financial position | Property, plant and equipment, net |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Leases | |
Cash paid for lease liabilities | $ 3,076 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 8,615 |
Weighted average remaining lease term (in years) | 4 years 9 months 18 days |
Weighted average discount rate | 5.60% |
Finance Leases | |
Cash paid for lease liabilities | $ 61 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 944 |
Weighted average remaining lease term (in years) | 3 years 1 month 6 days |
Weighted average discount rate | 9.30% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Operating Leases | ||
2023 | $ 4,026 | |
2024 | 3,823 | |
2025 | 3,261 | |
2026 | 2,644 | |
2027 | 2,553 | |
Thereafter | 2,260 | |
Total lease payments | 18,567 | |
Less: imputed interest | 2,683 | |
Present value of operating lease liabilities | 15,884 | $ 10,200 |
Finance Leases | ||
2023 | 368 | |
2024 | 310 | |
2025 | 222 | |
2026 | 95 | |
2027 | 25 | |
Thereafter | 0 | |
Total lease payments | 1,020 | |
Less: imputed interest | 142 | |
Present value of operating lease liabilities | $ 878 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase common stock (in shares) | 1 | |
Fair value (in dollars per share) | $ 11.50 | |
Redemption price (in dollars per share) | $ 0.01 | |
Written notice of redemption period | 30 days | |
Stock price trigger (in dollars per share) | $ 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] | ||
Fair value (in dollars per share) | $ 0.17 | $ 2.47 |
Warrants outstanding (in shares) | 7,732,168 | 7,732,168 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 33 | 0 |
Foreign | 259 | 0 |
Total current income tax expense (benefit) | 292 | 0 |
Deferred: | ||
Federal | (6,317) | (9,376) |
State | (1,963) | (1,893) |
Foreign | 16 | 0 |
Total deferred income tax expense (benefit) | (8,264) | (11,269) |
Total income tax expense (benefit) | $ (7,972) | $ (11,269) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before income taxes | $ (138,592) | $ (72,806) |
Federal statutory income tax rate | 21% | 21% |
Expected federal provision (benefit) for income taxes at the federal statutory income tax rate | $ (29,104) | $ (15,289) |
State income tax (benefit), net of federal tax benefit | (5,394) | (1,946) |
Change in fair value of warrants | (3,735) | (552) |
Nondeductible impairment of goodwill | 10,483 | 0 |
Permanent differences | 226 | 2,483 |
Tax (benefits) / non-deductible expenses related to equity-based compensation | 1,784 | 5,228 |
Acquisition costs | 620 | (1,106) |
Change in valuation allowance | 18,498 | 458 |
Other | (1,350) | (545) |
Total income tax expense (benefit) | $ (7,972) | $ (11,269) |
Effective tax rate | 5.80% | 15.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Accrued expenses and reserves | $ 4,997 | $ 1,106 | |
Capitalized research and development expenses | 1,182 | 0 | |
Deferred rent | 0 | 58 | |
Tax credit carryforwards | 230 | 226 | |
Deferred revenue | 0 | 636 | |
Net operating loss carryforwards | 19,303 | 12,052 | |
Interest disallowance | 4,046 | 1,921 | |
Equity-based compensation | 1,053 | 566 | |
Lease liability | 4,293 | 0 | |
Other assets | 19 | 14 | |
Total deferred tax assets | 35,123 | 16,579 | |
Less: valuation allowance | (19,013) | (515) | $ (57) |
Deferred tax assets, net of valuation allowance | 16,110 | 16,064 | |
Deferred tax liabilities: | |||
Right-of-use asset | (3,584) | 0 | |
Deferred Revenue | (1,498) | 0 | |
Depreciation and amortization | (13,712) | (23,922) | |
Other | (571) | (743) | |
Deferred tax liabilities | (19,365) | (24,665) | |
Total net deferred tax assets (liabilities) | $ (3,255) | $ (8,601) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Increase in valuation allowance | $ 18,498,000 | $ 458,000 | |
Net operating loss | 69,100,000 | ||
Uncertain tax positions | 1,380,000 | 1,380,000 | $ 1,671,000 |
Unrecognized tax benefits recognized | 1,300,000 | ||
Interest and penalty expense | 0 | $ 0 | |
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | 14,500,000 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | 3,400,000 | ||
Foreign Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | $ 1,400,000 |
Income Taxes - Change In Valuat
Income Taxes - Change In Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Valuation Allowance [Roll Forward] | ||
Beginning balance | $ (515) | $ (57) |
Income tax expense | (18,498) | (458) |
Ending balance | $ (19,013) | $ (515) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of period | $ 1,380 | $ 1,671 |
Increase (decrease) for tax positions taken related to a prior period | 0 | (291) |
Increase (decrease) for tax positions taken during the current period | 0 | 0 |
Unrecognized tax benefits, end of period | $ 1,380 | $ 1,380 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 0 | |
Convertible preferred stock issued | 81,250 | |
Issuance costs related to convertible preferred stock | (4,885) | |
Ending balance | $ 76,365 | |
Shares outstanding (in shares) | 81,250 | 0 |
Convertible preferred stock issued (in shares) | 81,250 | 0 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Nov. 08, 2022 | Nov. 03, 2022 | Oct. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 88,000 | 88,000 | |||
Preferred stock purchase price | $ 81,250,000 | ||||
Shares outstanding (in shares) | 81,250 | 0 | |||
Convertible preferred stock, conversion price (in dollar per share) | $ 3.05 | ||||
Convertible shares (in shares) | 26,639,346 | ||||
Liquidation preference, per share related feature | $ 1,000 | ||||
Convertible preferred stock, liquidation preference | 162,500,000 | $ 0 | |||
Bain Investment Agreement | |||||
Temporary Equity [Line Items] | |||||
Preferred stock purchase price | $ 10,000,000 | $ 10,000,000 | |||
Shares transferred (in shares) | 10,000 | 10,000 | |||
[Derivative Convert PFD stock] | |||||
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 88,000 | ||||
Preferred stock purchase price | $ 1,250,000 | ||||
Shares outstanding (in shares) | 80,000 | ||||
Dividend cash paid, interest rate | 13% | ||||
Dividend issued, interest rate | 15% | ||||
[Derivative Convert PFD stock] | TowerView LLC | |||||
Temporary Equity [Line Items] | |||||
Shares issued (in shares) | 1,250 | ||||
[Derivative Convert PFD stock] | AEI Investment Agreement | |||||
Temporary Equity [Line Items] | |||||
Shares issued (in shares) | 40,000 | 40,000 | |||
Preferred stock purchase price | $ 40,000,000 | $ 40,000,000 | |||
Shares outstanding (in shares) | 30,000 | 30,000 | |||
[Derivative Convert PFD stock] | Bain Investment Agreement | |||||
Temporary Equity [Line Items] | |||||
Shares issued (in shares) | 40,000 | 40,000 | |||
Preferred stock purchase price | $ 40,000,000 | $ 40,000,000 | |||
Shares outstanding (in shares) | 50,000 | 50,000 | |||
Period for beneficial ownership percentage | 30 days | ||||
Beneficial ownership percentage | 50% | ||||
[Derivative Convert PFD stock] | AEI and Bain Investment Agreements | |||||
Temporary Equity [Line Items] | |||||
Shares issued (in shares) | 80,000 | ||||
Preferred stock purchase price | $ 80,000,000 | ||||
Period for share transfer | 12 months | ||||
Beneficial ownership percentage | 50% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Millions | 12 Months Ended | 27 Months Ended | |||||
Apr. 14, 2022 USD ($) | Sep. 02, 2021 $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Jun. 30, 2022 shares | Apr. 22, 2022 shares | Dec. 31, 2021 $ / shares shares | Sep. 01, 2021 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 59,661,273 | 64,280,631 | 62,690,869 | ||||
Common stock authorized (in shares) | 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 | |||
Preferred stock authorized (in shares) | 100,000,000 | 99,912,000 | 99,912,000 | 100,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Price per share (in dollars per share) | $ / shares | $ 1.98 | ||||||
Unused capacity | $ | $ 16 | ||||||
Number of votes held | vote | 1 | ||||||
Preferred stock outstanding (in shares) | 0 | 0 | |||||
Genesis Park Acquisition Corp | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 13,961,273 | ||||||
Cosmos Intermediate, LLC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 37,200,000 | ||||||
Cosmos Intermediate, LLC | Genesis Park Acquisition Corp | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Units issued (in shares) | 100 | ||||||
Committed Equity Facility | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share purchase period | 24 months | ||||||
Percentage of share issued | 19.99% | ||||||
Percentage of share eligible to be purchased based on purchase volume reference amount | 50% | ||||||
Trading day period | 10 days | ||||||
Percentage of share eligible to be purchased based on shares traded | 20% | ||||||
Sale of stock, number of shares authorized for issuance (in shares) | 9,000,000 | ||||||
Beneficial ownership percentage | 4.99% | ||||||
Payments of stock issuance costs, settled in shares | $ | $ 0.8 | ||||||
Payments of stock issuance costs, settled in cash | $ | $ 0.7 | ||||||
Shares from transaction (in shares) | 8,500,000 | 909,669 | 127,751 | ||||
Net proceeds from sale of common stock | $ | $ 3 | ||||||
Remaining shares available (in shares) | 8,090,331 |
Revenues - Revenues by Customer
Revenues - Revenues by Customer Grouping (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 160,549 | $ 137,601 |
Civil space | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 63,003 | 60,052 |
National security | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 43,906 | 29,833 |
Commercial and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 53,640 | $ 47,716 |
Revenues - Contract Assets and
Revenues - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 31,041 | $ 11,748 |
Contract liabilities | $ 29,817 | $ 15,734 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liability, revenue recognized | $ 15.2 | $ 15.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 275.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 62% | |
Remaining performance obligation, period | 12 months |
Revenues - EAC Adjustments (Det
Revenues - EAC Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Net EAC adjustments, before income taxes | $ (138,592) | $ (72,806) | |
Net EAC adjustments, net of income taxes | $ (130,617) | $ (61,537) | |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | [1] | $ (2.09) | $ (1.36) |
Contracts Accounted for under Percentage of Completion | |||
Disaggregation of Revenue [Line Items] | |||
Net EAC adjustments, before income taxes | $ (9,953) | $ (1,835) | |
Net EAC adjustments, net of income taxes | $ (9,376) | $ (1,551) | |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ (0.15) | $ (0.03) | |
[1] Please refer to Note U for additional information. |
Revenues - Revenues by Geograph
Revenues - Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 160,549 | $ 137,601 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 142,867 | 133,309 |
Netherlands | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,166 | 0 |
Luxembourg | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,211 | 3,724 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,237 | 0 |
Italy | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,570 | 0 |
Germany | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,069 | 140 |
Spain | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 706 | 0 |
South Korea | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 269 | 272 |
Poland | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 138 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 454 | $ 18 |
Revenues - Revenues by Custom_2
Revenues - Revenues by Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 160,549 | $ 137,601 |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 58,884 | 66,229 |
Customer A | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 21,705 | 17,753 |
Customer B | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 20,048 | 48,476 |
Customer C | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 17,131 | $ 0 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) plan | Dec. 31, 2021 plan | |
Defined Contribution Plan Disclosure [Line Items] | |||
Number of contribution plans | plan | 2 | 6 | |
Percent of employee contributions | 50% | ||
Employer matching contributions of gross pay | 6% | ||
Expense for matching contributions, included in: | $ | $ 2,299 | $ 2,002 | |
Techshot 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employee contributions | 50% | ||
Employer matching contributions of gross pay | 8% | ||
Roccor 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employee contributions | 100% | ||
Employer matching contributions of gross pay | 4% | ||
LoadPath 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employee contributions | 100% | ||
Employer matching contributions of gross pay | 6% | ||
Oakman 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions, first threshold | 100% | ||
Employer matching contributions of gross pay, first threshold | 3% | ||
Employer contributions, second threshold | 50% | ||
Employer matching contributions of gross pay, second threshold | 2% | ||
DPSS 401(k) | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions, first threshold | 100% | ||
Employer matching contributions of gross pay, first threshold | 3% | ||
Employer contributions, second threshold | 50% | ||
Employer matching contributions of gross pay, second threshold | 2% |
Employee Benefit Plans - Post R
Employee Benefit Plans - Post Retirement Benefit Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 31, 2022 |
Base Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligations | $ 5,963 | $ 5,473 |
Fair value of plan assets | 5,795 | 5,314 |
Funded (underfunded) status | (168) | (159) |
Base Plan | Other non-current liabilities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded (underfunded) status | (168) | (159) |
Performance Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligations | 2,486 | 2,314 |
Fair value of plan assets | 2,352 | 2,193 |
Funded (underfunded) status | (134) | (121) |
Performance Plan | Other non-current liabilities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded (underfunded) status | $ (134) | $ (121) |
Employee Benefit Plans - Change
Employee Benefit Plans - Change In Benefit Obligation, Plan Assets And Net Funded (Unfunded) (Details) - USD ($) $ in Thousands | 2 Months Ended | |
Dec. 31, 2022 | Oct. 31, 2022 | |
Base Plan | ||
Change in benefit obligations | ||
Beginning balance as of October 31, 2022 | $ 5,473 | |
Service cost | 43 | |
Interest cost | 35 | |
Employee contributions | 35 | |
Employer contributions | 0 | |
Benefits paid | 0 | |
Actuarial (gain) loss | (8) | |
Foreign currency translation | 385 | |
Ending Balance as of December 31, 2022 | 5,963 | |
Change in plan assets | ||
Beginning balance as of October 31, 2022 | 5,314 | |
Expected return on plan assets | 34 | |
Employee contributions | 35 | |
Employer contributions | 61 | |
Benefits paid | 0 | |
Actuarial gain (loss) | (5) | |
Expenses paid | (18) | |
Foreign currency translation | 374 | |
Ending Balance as of December 31, 2022 | 5,795 | |
Funded (underfunded) status | (168) | $ (159) |
Performance Plan | ||
Change in benefit obligations | ||
Beginning balance as of October 31, 2022 | 2,314 | |
Service cost | 0 | |
Interest cost | 14 | |
Employee contributions | 0 | |
Employer contributions | 0 | |
Benefits paid | 0 | |
Actuarial (gain) loss | (4) | |
Foreign currency translation | 162 | |
Ending Balance as of December 31, 2022 | 2,486 | |
Change in plan assets | ||
Beginning balance as of October 31, 2022 | 2,193 | |
Expected return on plan assets | 14 | |
Employee contributions | 0 | |
Employer contributions | 0 | |
Benefits paid | 0 | |
Actuarial gain (loss) | (8) | |
Expenses paid | 0 | |
Foreign currency translation | 153 | |
Ending Balance as of December 31, 2022 | 2,352 | |
Funded (underfunded) status | $ (134) | $ (121) |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Benefit Income (Details) $ in Thousands | 2 Months Ended |
Dec. 31, 2022 USD ($) | |
Base Plan | |
Net periodic benefit cost: | |
Service cost | $ 43 |
Interest cost | 35 |
Expected return on plan assets | (34) |
Amortization of net actuarial (gain) loss | (3) |
Net periodic benefit cost | 41 |
Performance Plan | |
Net periodic benefit cost: | |
Service cost | 0 |
Interest cost | 14 |
Expected return on plan assets | (14) |
Amortization of net actuarial (gain) loss | 4 |
Net periodic benefit cost | $ 4 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Benefit Obligation And Periodic Benefit Cost (Details) | 2 Months Ended |
Dec. 31, 2022 age | |
Base Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.75% |
Expected return on plan assets | 3.75% |
Retirement age | 65 |
Performance Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.65% |
Expected return on plan assets | 3.65% |
Retirement age | 65 |
Employee Benefit Plans - Insura
Employee Benefit Plans - Insurance Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 31, 2022 |
Base Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Insurance contracts at cash surrender value | $ 5,795 | $ 5,314 |
Performance Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Insurance contracts at cash surrender value | $ 2,352 | $ 2,193 |
Employee Benefit Plans - Contri
Employee Benefit Plans - Contributions (Details) $ in Thousands | 2 Months Ended |
Dec. 31, 2022 USD ($) | |
Base Plan | |
Defined Contribution Plan Disclosure [Line Items] | |
Employee contributions | $ 35 |
Employer contributions | 61 |
Contributions expected to be made in 2023: | |
Employee | 313 |
Employer | 380 |
Performance Plan | |
Defined Contribution Plan Disclosure [Line Items] | |
Employee contributions | 0 |
Employer contributions | 0 |
Contributions expected to be made in 2023: | |
Employee | 0 |
Employer | $ 0 |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected To Be Earned For Future Service (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Base Plan | |
Year | |
2023 | $ 3 |
2024 | 87 |
2025 | 68 |
2026 | 446 |
2027 | 0 |
Years 2028 - 2032 | 1,973 |
Performance Plan | |
Year | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Years 2028 - 2032 | $ 2,326 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | 12 Months Ended | ||||||
Jul. 01, 2022 $ / shares shares | May 26, 2022 $ / shares shares | May 18, 2022 USD ($) $ / shares shares | Sep. 02, 2021 shares | Dec. 31, 2022 USD ($) tranche plan $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity-based compensation plans | plan | 3 | ||||||
Incentive units participation threshold (in dollars per share) | $ / shares | $ 1 | ||||||
Number of tranches | tranche | 3 | ||||||
Common stock shares reserved (in shares) | 7,936,136 | 9,189,953 | 7,936,136 | ||||
Service period | 12 months | ||||||
Percentage recognized | 75% | ||||||
Compensation expense | $ | $ 10,786,000 | $ 27,112,000 | |||||
Unrecognized compensation costs | $ | $ 0 | ||||||
Vesting period | 3 years | ||||||
Number of shares outstanding (in shares) | 2,153,591 | 1,546,400 | 0 | ||||
Unrecognized compensation costs | $ | $ 3,300,000 | ||||||
Vested options (in shares) | 480,472 | ||||||
Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares reserved (in shares) | 755,822 | 1,382,731 | 755,822 | ||||
Annual increase period | 10 years | ||||||
Awards granted (in shares) | 0 | ||||||
Incentive Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ | $ 2,400,000 | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 959,618 | ||||||
Contractual term | 10 years | ||||||
Vesting period | 3 years | ||||||
Stock Options | First Anniversary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 33.30% | ||||||
Stock Options | Second Anniversary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 33.30% | ||||||
Stock Options | Third Anniversary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 33.40% | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 1,366,034 | ||||||
Compensation expense | $ | $ 15,000 | ||||||
Unrecognized compensation costs | $ | $ 12,300,000 | ||||||
RSUs granted (in shares) | 124,401 | 1,710,596 | 1,734,600 | ||||
RSUs granted (in dollars per share) | $ / shares | $ 3.13 | $ 4.12 | $ 3.27 | $ 11.67 | |||
Expected period for recognition | 2 years | ||||||
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Nonemployee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | |||||
RSUs granted (in shares) | 39,936 | 164,475 | |||||
RSUs granted (in dollars per share) | $ / shares | $ 3.13 | $ 4.02 |
Equity-Based Compensation - Wei
Equity-Based Compensation - Weighted Average Assumptions (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 6 years | 6 years |
Expected volatility, minimum | 59.50% | |
Expected volatility, maximum | 72.20% | |
Expected volatility | 32.80% | |
Range of risk-free interest rates, minimum | 2.90% | 0.93% |
Range of risk-free interest rates, maximum | 3.95% | 1.15% |
Expected annual dividend yield | 0% | 0% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Outstanding, beginning balance (in shares) | 1,546,400 | 1,546,400 | 0 |
Granted options (in shares) | 995,118 | 1,546,400 | |
Exercised/Expired (in shares) | (33,834) | 0 | |
Forfeitures (in shares) | (354,093) | 0 | |
Outstanding, ending balance (in shares) | 2,153,591 | 1,546,400 | |
Weighted-Average Grant Date Fair Value per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 3.32 | $ 3.32 | $ 0 |
Granted (in dollars per share) | 1.78 | 3.32 | |
Exercised/Expired (in dollars per share) | 3.31 | 0 | |
Forfeited (in dollars per share) | 2.76 | 0 | |
Outstanding, ending balance (in dollars per share) | 2.70 | 3.32 | |
Weighted-Average Exercise Price per Share | |||
Outstanding, ending balance (in dollars per share) | 7.22 | 10 | |
Granted (in dollars per share) | 3.09 | 10 | |
Exercised/Expired (in dollars per share) | 10 | 0 | |
Forfeited (in dollars per share) | 7.48 | 0 | |
Outstanding, beginning balance (in dollars per share) | $ 10 | $ 10 | $ 0 |
Weighted-Average Remaining Contractual Term (Years) | 9 years 8 months 1 day | 8 years 7 months 6 days |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Restricted Stock (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 01, 2022 | May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Shares | ||||
Unvested, beginning balance (in shares) | 1,717,950 | 0 | ||
Granted (in shares) | 124,401 | 1,710,596 | 1,734,600 | |
Vested (in shares) | (694,153) | 0 | ||
Forfeited (in shares) | (451,615) | (16,650) | ||
Unvested, ending balance (in shares) | 2,282,778 | 1,717,950 | ||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested, beginning balance (in dollars per share) | $ 11.66 | $ 0 | ||
Granted (in dollars per share) | $ 3.13 | $ 4.12 | 3.27 | 11.67 |
Vested (in dollars per share) | 9.91 | 0 | ||
Forfeited (in dollars per share) | 8.81 | 12.72 | ||
Unvested, ending balance (in dollars per share) | $ 6.30 | $ 11.66 | ||
Weighted-Average Remaining Contractual Term (in Years) | 1 year 3 months 18 days | 1 year 9 months 18 days | ||
Aggregate Intrinsic Value | $ 4,520 | $ 11,596 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 10,786 | $ 27,112 | |
Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 2,630 | 2,116 | |
Selling, general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 8,156 | 24,996 | |
Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 2,400 | ||
Incentive Units | Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 181 | 1,635 | |
Incentive Units | Selling, general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 2,171 | 23,260 | |
Stock Options | Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 63 | 15 | |
Stock Options | Selling, general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 1,578 | 542 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 15 | ||
Restricted Stock Units | Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 2,386 | 466 | |
Restricted Stock Units | Selling, general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 4,407 | $ 1,194 |
Impairment Expense - Schedule (
Impairment Expense - Schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Property, plant and equipment, net | $ 13,112 | $ 0 | |
Intangible assets, net | 30,871 | 0 | |
Right-of-use assets | 2,724 | ||
Goodwill | 49,916 | 0 | |
Total impairment expense | [1] | $ 96,623 | $ 0 |
[1] Please refer to Note G, Note H, Note I, Note K and Note T |
Impairment Expense - Narrative
Impairment Expense - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment expense, property and equipment | $ 13,112 | $ 0 | |
Right-of-use assets | 2,724 | ||
Impairment expense, intangible assets | 30,871 | 0 | |
Impairment expense | (49,916) | 0 | |
Goodwill | 64,618 | $ 96,314 | $ 52,711 |
Mission Solutions | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 0 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | |||
Net income (loss) | $ (130,617) | $ (61,537) | |
Less: dividends on Convertible Preferred Stock | 1,760 | 0 | |
Net income (loss) available to common shareholders | $ (132,377) | $ (61,537) | |
Denominator: | |||
Weighted average shares outstanding – basic (in shares) | 63,324,416 | 45,082,544 | |
Weighted average shares outstanding – diluted (in shares) | 63,324,416 | 45,082,544 | |
Basic (in dollars per share) | [1] | $ (2.09) | $ (1.36) |
Diluted (in dollars per share) | [1] | $ (2.09) | $ (1.36) |
Antidilutive securities (in shares) | 0 | 0 | |
[1] Please refer to Note U for additional information. |
Joint Venture (Details)
Joint Venture (Details) $ / shares in Units, € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) company director $ / shares shares | Dec. 31, 2022 EUR (€) company shares | Dec. 31, 2021 USD ($) | Oct. 31, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of companies under the joint venture | company | 2 | 2 | ||
Authorized share capital | € | € 250 | |||
Initial issued share capital | $ 3,047 | |||
Assets | 257,698 | $ 261,756 | ||
Liabilities | 187,808 | 154,534 | ||
Equity method investment at fair value | $ 3,000 | |||
Income from equity method investments | (58) | 0 | ||
Equity method investments | $ 3,269 | $ 0 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage of VIE | 52% | 52% | ||
Number of directors | director | 5 | |||
Board of director renewable term | 2 years | 2 years | ||
Assets | $ 1,600 | |||
Liabilities | $ 1,100 | |||
SES Techcom S.A. | Variable Interest Entity, Primary Beneficiary | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage of VIE | 48% | 48% | ||
Redu Operations Services SA/NV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Initial issued share capital | € | € 100 | |||
Shares sold (in shares) | shares | 1,000 | 1,000 | ||
Shares issued (in dollars per share) | $ / shares | $ 100 | |||
Redu Space Service SA/NV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Initial issued share capital | € | € 100 | |||
Shares sold (in shares) | shares | 1,000 | 1,000 | ||
Shares issued (in dollars per share) | $ / shares | $ 100 | |||
Income from equity method investments | $ (100) | |||
Redu Space Service SA/NV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage of equity method investment | 48% | |||
Number of directors | director | 5 | |||
Board of director renewable term | 2 years | 2 years | ||
Redu Space Service SA/NV | SES Techcom S.A. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage of equity method investment | 52% |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 08, 2022 | Nov. 03, 2022 | Oct. 28, 2022 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Preferred stock purchase price | $ 81,250 | |||||
Shares outstanding (in shares) | 81,250 | 0 | ||||
Bain Investment Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred stock purchase price | $ 10,000 | $ 10,000 | ||||
Shares transferred (in shares) | 10,000 | 10,000 | ||||
[Derivative Convert PFD stock] | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred stock purchase price | $ 1,250 | |||||
Shares outstanding (in shares) | 80,000 | |||||
[Derivative Convert PFD stock] | AEI Investment Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued (in shares) | 40,000 | 40,000 | ||||
Preferred stock purchase price | $ 40,000 | $ 40,000 | ||||
Shares outstanding (in shares) | 30,000 | 30,000 | ||||
[Derivative Convert PFD stock] | Bain Investment Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued (in shares) | 40,000 | 40,000 | ||||
Preferred stock purchase price | $ 40,000 | $ 40,000 | ||||
Shares outstanding (in shares) | 50,000 | 50,000 | ||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Total fees paid to AEI | $ 0 | $ 1,496 | ||||
Receivable from related party | $ 4,900 | |||||
Due from related party | 4,900 | |||||
Chairman Chief Executive Officer and Member of Board of Directors | ||||||
Related Party Transaction [Line Items] | ||||||
Related parties revenue | 2,000 | 6,700 | ||||
Due from related party | 0 | 1,300 | ||||
Director | ||||||
Related Party Transaction [Line Items] | ||||||
Related parties revenue | 7,700 | 2,600 | ||||
Due from related party | 300 | 2,600 | ||||
Management fees paid to AEI | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Total fees paid to AEI | 0 | 477 | ||||
Transaction fees paid to AEI | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Total fees paid to AEI | $ 0 | $ 1,019 |