Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,765,529 | |
Entity Central Index Key | 0001819810 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RDW | |
Security Exchange Name | NYSE | |
Warrant liabilities | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each to purchase one share of Common Stock | |
Trading Symbol | RDW WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 11,231 | $ 28,316 | |
Accounts receivable, net | 25,492 | 26,726 | |
Contract assets | 43,290 | 31,041 | |
Inventory | 1,281 | 1,469 | |
Income tax receivable | 688 | 688 | |
Prepaid insurance | 636 | 2,240 | |
Prepaid expenses and other current assets | 6,545 | 5,687 | |
Total current assets | 89,163 | 96,167 | |
Property, plant and equipment, net of accumulated depreciation of $4,605 and $3,032, respectively | 13,874 | 12,761 | |
Right-of-use assets | 14,892 | 13,103 | |
Intangible assets, net of accumulated amortization of $14,786 and $11,247, respectively | 64,409 | 66,871 | |
Goodwill | 64,994 | 64,618 | |
Equity method investments | 3,495 | 3,269 | |
Other non-current assets | 570 | 909 | |
Total assets | 251,397 | 257,698 | |
Current liabilities: | |||
Accounts payable | 16,890 | 17,584 | |
Notes payable to sellers | 0 | 1,000 | |
Short-term debt, including current portion of long-term debt | 780 | 2,578 | |
Short-term operating lease liabilities | 3,614 | 3,214 | |
Short-term finance lease liabilities | 382 | 299 | |
Accrued expenses | 34,307 | 36,581 | |
Deferred revenue | 33,905 | 29,817 | |
Other current liabilities | 3,344 | 3,666 | |
Total current liabilities | 93,222 | 94,739 | |
Long-term debt | 75,046 | 74,745 | |
Long-term operating lease liabilities | 14,049 | 12,670 | |
Long-term finance lease liabilities | 806 | 579 | |
Warrant liabilities | 3,325 | 1,314 | |
Deferred tax liabilities | 2,985 | 3,255 | |
Other non-current liabilities | 375 | 506 | |
Total liabilities | 189,808 | 187,808 | |
Commitments and contingencies (Note J – Commitments and Contingencies) | |||
Convertible preferred stock, $0.0001 par value, 88,000.00 shares authorized; 87,289.66 and 81,250 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. Liquidation preference of $176,476 and $162,500 as of June 30, 2023 and December 31, 2022, respectively | [1] | 85,395 | 76,365 |
Shareholders’ Equity (Deficit): | |||
Preferred stock, $0.0001 par value, 99,912,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 0 | 0 | |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 64,445,106 and 64,280,631 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 6 | 6 | |
Treasury stock, 141,811 and 141,811 shares, at cost, as of June 30, 2023 and December 31, 2022, respectively | (381) | (381) | |
Additional paid-in capital | 192,962 | 198,126 | |
Accumulated deficit | (219,250) | (206,528) | |
Accumulated other comprehensive income (loss) | 2,629 | 2,076 | |
Total shareholders’ equity (deficit) | (24,034) | (6,701) | |
Noncontrolling interests | 228 | 226 | |
Total equity (deficit) | (23,806) | (6,475) | |
Total liabilities, convertible preferred stock and equity (deficit) | $ 251,397 | $ 257,698 | |
[1]Please refer to Note K – Convertible Preferred Stock for additional information. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Accumulated depreciation | $ 4,605 | $ 3,032 |
Accumulated amortization | $ 14,786 | $ 11,247 |
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) | 87,289.66 | 81,250 |
Convertible preferred stock, shares outstanding (in shares) | 87,289.66 | 81,250 |
Convertible preferred stock, liquidation preference | $ 176,476 | $ 162,500 |
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) | 64,445,106 | 64,280,631 |
Common stock, shares outstanding (in shares) | 64,445,106 | 64,280,631 |
Treasury stock (in shares) | 141,811 | 141,811 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenues | $ 60,098 | $ 36,728 | $ 117,703 | $ 69,595 | |
Cost of sales | 44,194 | 29,746 | 87,582 | 57,442 | |
Gross margin | 15,904 | 6,982 | 30,121 | 12,153 | |
Operating expenses: | |||||
Selling, general and administrative expenses | 17,686 | 17,562 | 33,724 | 38,513 | |
Transaction expenses | 4 | 48 | 13 | 94 | |
Impairment expense | [1] | 0 | 80,462 | 0 | 80,462 |
Research and development | 2,070 | 1,708 | 2,458 | 3,432 | |
Operating income (loss) | (3,856) | (92,798) | (6,074) | (110,348) | |
Interest expense, net | 2,664 | 1,670 | 5,308 | 3,122 | |
Other (income) expense, net | (970) | (15,515) | 1,457 | (14,335) | |
Income (loss) before income taxes | (5,550) | (78,953) | (12,839) | (99,135) | |
Income tax expense (benefit) | (85) | (1,925) | (116) | (4,814) | |
Net income (loss) | (5,465) | (77,028) | (12,723) | (94,321) | |
Net income (loss) attributable to noncontrolling interests | (1) | 0 | (1) | 0 | |
Net income (loss) attributable to Redwire Corporation | (5,464) | (77,028) | (12,722) | (94,321) | |
Less: dividends on Convertible Preferred Stock | 4,800 | 0 | 9,166 | 0 | |
Net income (loss) available to common shareholders | $ (10,264) | $ (77,028) | $ (21,888) | $ (94,321) | |
Net income (loss) per common share: | |||||
Net income (loss) per common share, basic (in dollars per share) | $ (0.16) | $ (1.22) | $ (0.34) | $ (1.50) | |
Net income (loss) per common share, diluted (in dollars per share) | $ (0.16) | $ (1.22) | $ (0.34) | $ (1.50) | |
Weighted-average shares outstanding: | |||||
Weighted average shares outstanding – basic (in shares) | 64,345,698 | 62,992,454 | 64,313,344 | 62,842,495 | |
Weighted average shares outstanding – diluted (in shares) | 64,345,698 | 62,992,454 | 64,313,344 | 62,842,495 | |
Comprehensive income (loss): | |||||
Net income (loss) | $ (5,464) | $ (77,028) | $ (12,722) | $ (94,321) | |
Foreign currency translation gain (loss), net of tax | 138 | (358) | 556 | (486) | |
Total other comprehensive income (loss), net of tax | 138 | (358) | 556 | (486) | |
Total comprehensive income (loss) | $ (5,326) | $ (77,386) | $ (12,166) | $ (94,807) | |
[1]Please refer to Note O – Impairment Expense for additional information. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN 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, 2021 | 62,690,869 | |||||||
Beginning balance at Dec. 31, 2021 | $ 107,222 | $ 6 | $ 183,024 | $ (75,911) | $ 103 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation expense | 6,154 | 6,154 | ||||||
Common stock issued under the committed equity facility (in shares) | 310,815 | |||||||
Common stock issued under the committed equity facility | 1,260 | 1,260 | ||||||
Committed equity facility fee settled in common stock (in shares) | 127,751 | |||||||
Committed equity facility fee settled in common stock | 756 | 756 | ||||||
Convertible preferred stock paid-in-kind dividend | 0 | |||||||
Foreign currency translation, net of tax | (486) | (486) | ||||||
Net loss | (94,321) | (94,321) | ||||||
Other (in shares) | 124,401 | |||||||
Other | 513 | 513 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 63,253,836 | |||||||
Ending balance at Jun. 30, 2022 | 21,098 | $ 6 | 191,707 | (170,232) | (383) | |||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 62,690,869 | |||||||
Beginning balance at Mar. 31, 2022 | 94,212 | $ 6 | 187,435 | (93,204) | (25) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation expense | 1,743 | 1,743 | ||||||
Common stock issued under the committed equity facility (in shares) | 310,815 | |||||||
Common stock issued under the committed equity facility | 1,260 | 1,260 | ||||||
Committed equity facility fee settled in common stock (in shares) | 127,751 | |||||||
Committed equity facility fee settled in common stock | 756 | 756 | ||||||
Foreign currency translation, net of tax | (358) | (358) | ||||||
Net loss | (77,028) | (77,028) | ||||||
Other (in shares) | 124,401 | |||||||
Other | 513 | 513 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 63,253,836 | |||||||
Ending balance at Jun. 30, 2022 | $ 21,098 | $ 6 | 191,707 | (170,232) | (383) | |||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 64,280,631 | 64,280,631 | ||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 141,811 | 141,811 | ||||||
Beginning balance at Dec. 31, 2022 | $ (6,475) | $ (6,701) | $ 6 | $ (381) | 198,126 | (206,528) | 2,076 | $ 226 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation expense | 3,866 | 3,866 | 3,866 | |||||
Common stock issued for shares vested (in shares) | 164,475 | |||||||
Convertible preferred stock paid-in-kind dividend | (9,030) | (9,030) | (9,030) | |||||
Foreign currency translation, net of tax | 556 | 553 | 553 | 3 | ||||
Net loss | $ (12,723) | (12,722) | (12,722) | (1) | ||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 64,445,106 | 64,445,106 | ||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 141,811 | 141,811 | ||||||
Ending balance at Jun. 30, 2023 | $ (23,806) | (24,034) | $ 6 | $ (381) | 192,962 | (219,250) | 2,629 | 228 |
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 64,280,631 | |||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | 141,811 | |||||||
Beginning balance at Mar. 31, 2023 | (11,357) | (11,585) | $ 6 | $ (381) | 200,084 | (213,786) | 2,492 | 228 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation expense | 1,908 | 1,908 | 1,908 | |||||
Common stock issued for shares vested (in shares) | 164,475 | |||||||
Convertible preferred stock paid-in-kind dividend | (9,030) | (9,030) | (9,030) | |||||
Foreign currency translation, net of tax | 138 | 137 | 137 | 1 | ||||
Net loss | $ (5,465) | (5,464) | (5,464) | (1) | ||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 64,445,106 | 64,445,106 | ||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 141,811 | 141,811 | ||||||
Ending balance at Jun. 30, 2023 | $ (23,806) | $ (24,034) | $ 6 | $ (381) | $ 192,962 | $ (219,250) | $ 2,629 | $ 228 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash flows from operating activities: | |||
Net income (loss) attributable to Redwire Corporation | $ (12,722) | $ (94,321) | |
Net income (loss) attributable to noncontrolling interests | (1) | 0 | |
Net income (loss) | (12,723) | (94,321) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 5,084 | 7,060 | |
Amortization of debt issuance costs and discount | 173 | 207 | |
Equity-based compensation expense | 3,866 | 6,154 | |
(Gain) loss on change in fair value of committed equity facility | (66) | 38 | |
(Gain) loss on change in fair value of warrants | 2,011 | (15,155) | |
Deferred provision (benefit) for income taxes | (333) | (4,828) | |
Impairment expense | [1] | 0 | 80,462 |
Non-cash lease expense | 103 | 187 | |
Non-cash interest expense | 525 | 0 | |
Other | (128) | 31 | |
Changes in assets and liabilities: | |||
(Increase) decrease in accounts receivable | 1,376 | 3,546 | |
(Increase) decrease in contract assets | (11,898) | (3,009) | |
(Increase) decrease in inventory | 188 | (1,003) | |
(Increase) decrease in prepaid insurance | 1,604 | 2,127 | |
(Increase) decrease in prepaid expenses and other assets | (592) | (827) | |
Increase (decrease) in accounts payable and accrued expenses | (3,262) | 3,514 | |
Increase (decrease) in deferred revenue | 4,025 | 101 | |
Increase (decrease) in operating lease liabilities | (160) | 0 | |
Increase (decrease) in other liabilities | (440) | 132 | |
Increase (decrease) in notes payable to sellers | (557) | 0 | |
Net cash provided by (used in) by operating activities | (11,204) | (15,584) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment, net | (2,223) | (1,898) | |
Purchase of intangible assets | (325) | (175) | |
Net cash provided by (used in) investing activities | (2,548) | (2,073) | |
Cash flows from financing activities: | |||
Proceeds received from debt | 11,500 | 10,000 | |
Repayments of debt | (13,695) | (2,294) | |
Payment of debt issuance fees to third parties | 0 | (770) | |
Repayment of finance leases | (175) | 0 | |
Proceeds from issuance of common stock | 0 | 1,222 | |
Payment of committed equity facility transaction costs | (571) | (81) | |
Payments of issuance costs related to convertible preferred stock | (52) | 0 | |
Payment of contingent earnout | (443) | 0 | |
Net cash provided by (used in) financing activities | (3,436) | 8,077 | |
Effect of foreign currency rate changes on cash and cash equivalents | 103 | (64) | |
Net increase (decrease) in cash and cash equivalents | (17,085) | (9,644) | |
Cash and cash equivalents at beginning of period | 28,316 | 20,523 | |
Cash and cash equivalents at end of period | $ 11,231 | $ 10,879 | |
[1]Please refer to Note O – Impairment Expense for additional information. |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note A – Description of the Business Redwire Corporation (the “Company”) develops and manufactures mission critical space solutions and high reliability components for the next generation space economy, with valuable intellectual property for solar power generation, in-space 3D printing and manufacturing, avionics, critical components, sensors, digital engineering and space-based biotechnology. The Company serves both U.S. and international customers with products and services that have civil space, national security and commercial applications, with principal customers being agencies of the U.S. and European governments. The Company’s wholly-owned subsidiary, Space NV, 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 (“ESA”), 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 of which are organized under Belgian law. Please refer to Note Q – Joint Venture for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statement information and the rules of the SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair presentation of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s 2022 Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. Interim results are not necessarily indicative of the results that may be expected for a full 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 Q – Joint Venture 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, post-retirement benefit plans, paid-in-kind dividends, and warrant liabilities. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that are 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. Foreign Currency Translation The Company’s condensed 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 condensed 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: Six Months Ended June 30, 2023 June 30, 2022 Supplemental cash flow information: Cash paid (received) during the period for: Interest $ 4,137 $ 2,759 Non-Cash Investing and Financing Activities: Convertible Preferred Stock dividend paid-in-kind $ 9,030 $ — Capital expenditures not yet paid $ 1,821 $ 1,252 Equity financing transaction costs not yet paid — 651 Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended, or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Boards (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments–Credit Losses (Topic 326), an amendment of the FASB Accounting Standards Codification (“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 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. Effective January 1, 2023, the Company adopted ASU 2016-13 using a modified retrospective transition method with a cumulative effect adjustment in the period of adoption. Adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements 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 the 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 condensed consolidated financial statements or related disclosures. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Note C – Business Combinations 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 expanded 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 Assets: Cash $ 3,700 Accounts receivable and other receivable 3,606 Contract assets 18,830 Prepaid expenses and other current assets 3,100 Property, plant and equipment 5,656 Right-of-use assets 1,166 Intangible assets 13,935 Equity method investments 3,000 Total assets 52,993 Liabilities: Accounts payable 4,201 Short-term operating lease liabilities 199 Short-term finance lease liabilities 279 Accrued expenses 18,636 Deferred revenue 5,513 Other current liabilities 399 Long-term operating lease liabilities 908 Long-term finance lease liabilities 563 October 31, 2022 Deferred tax liabilities 2,727 Other non-current liabilities 281 Total liabilities 33,706 Fair value of net identifiable assets acquired 19,287 Less: Fair value of noncontrolling interests in ROS 215 Goodwill $ 17,357 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. During the six months ended June 30, 2023, the Company recorded an immaterial measurement period adjustment to various assets and liabilities, which increased the balance of goodwill to $17.4 million as of June 30, 2023. The above amounts are preliminary and could be revised as a result of additional information obtained regarding the assets acquired and liabilities assumed, including, but not limited to, certain working capital items and residual goodwill. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of the assets and liabilities. The completion of the valuation will occur no later than one year from the acquisition date. The fair value of the acquired technology and IPR&D was estimated using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The fair value of the acquired investment 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. Pro Forma Financial Data (Unaudited) The table below presents the pro forma combined results of operations for the business combinations for the three and six months ended June 30, 2022 as though the acquisition of Space NV had been completed as of January 1, 2021. Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Revenues $ 51,365 $ 97,144 Net income (loss) attributable to Redwire Corporation (76,428) (93,412) 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, 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 nominal costs related to completed acquisitions during the three and six months ended June 30, 2023 and June 30, 2022, respectively. Costs related to completed acquisitions were primarily attributable to the Space NV, Techshot and Roccor acquisitions for each period. These expenses are included in transaction expenses on the condensed 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 | 6 Months Ended |
Jun. 30, 2023 | |
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, accrued expenses and current liabilities are reflected on the condensed consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. 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, 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 sellers on the condensed consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes Option Pricing Model (“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 is determined 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. In January 2023, the Company paid the contingent earnout to the Roccor sellers in the amount of $1.0 million in accordance with the purchase agreement. As of June 30, 2023, there was no additional contingent consideration payable to the Roccor sellers. Committed Equity Facility 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. At inception, the Company evaluated the Purchase Agreement with B. Riley and determined that the committed equity facility was not indexed to the Company’s own common stock and, therefore, measures the derivative asset at fair value based on the consideration transferred to B. Riley in exchange for its irrevocable commitment to purchase up to $80.0 million in shares of the Company’s common stock. Subsequent changes in the fair value of the 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. As certain inputs are not observable in the market, the derivative asset is classified as a Level 3 instrument within the fair value hierarchy. The Company adjusts the previous fair value estimate of the 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. 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. The Company did not sell shares to B. Riley during the three and six months ended June 30, 2023. Based on the June 30, 2023 closing price of $2.55 per share and registered shares available for purchase under the committed equity facility of 8,090,331, the Company had $20.6 million of unused capacity under the committed equity facility as of June 30, 2023. Private Warrants In September 2021, the Company issued 7,732,168 private warrants in a transaction exempt from registration under securities regulations. The warrants, which are not listed for trading on a stock exchange, entitle the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share, subject to adjustment. The warrants will expire on September 2, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The private warrants were established as a liability at issuance. Classification of the private warrants as liability instruments was based on an analysis of the guidance in accordance with U.S. GAAP 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.” The Company considered whether the private warrants display the three characteristics of a derivative, and concluded the private warrants meet the definition of a derivative. However, the private warrants fail to meet the equity scope exception and thus are classified as a liability measured at fair value, subject to remeasurement at each reporting period. The changes in fair value are recognized as other (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss). The private warrants were valued using a modified Black-Scholes OPM. As certain inputs are not observable in the market, the private warrants are classified as Level 3 instruments within the fair value hierarchy. The table below presents the fair value per warrant and the valuation assumptions under the Black-Scholes OPM: June 30, December 31, 2022 Fair value per share $ 0.43 $ 0.17 Warrants outstanding 7,732,168 7,732,168 Exercise price $ 11.50 $ 11.50 Common stock price $ 2.55 $ 1.98 Expected option term 3.17 years 3.67 years Expected volatility 72.80 % 60.70 % Risk-free rate of return 4.40 % 4.10 % Expected annual dividend yield — % — % The table below presents the Company’s financial instruments measured at fair value on a recurring basis: June 30, 2023 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Committed equity facility Other non-current assets $ — $ — $ 282 $ 282 Total assets $ — $ — $ 282 $ 282 Liabilities: Private warrants Warrant liabilities $ — $ — $ 3,325 $ 3,325 Contingent consideration Notes payable to sellers — — — — Total liabilities $ — $ — $ 3,325 $ 3,325 December 31, 2022 Balance Sheet Location 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 Changes in the fair value of Level 3 financial assets and liabilities were as follows: Assets: Committed Equity Facility Total December 31, 2022 $ 216 $ 216 Changes in fair value 66 66 Settlements — — June 30, 2023 $ 282 $ 282 Liabilities: Contingent Consideration Private Total December 31, 2022 $ 1,000 $ 1,314 $ 2,314 Additions — — — Changes in fair value — 2,011 2,011 Settlements (1,000) — (1,000) June 30, 2023 $ — $ 3,325 $ 3,325 |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, net | Note E – Accounts Receivable, net The accounts receivable, net balance was as follows: June 30, December 31, Billed receivables $ 24,851 $ 25,518 Unbilled receivables 641 1,208 Total accounts receivable, net $ 25,492 $ 26,726 Accounts receivable are recorded for amounts to which the Company is entitled and has invoiced to the customer. Unbilled receivables, presented in the table above, consist of unbilled amounts under T&M contracts where billing and payment is subject solely to the passage of time. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note F – Inventory The inventory balance was as follows: June 30, December 31, Raw materials $ 1,048 $ 995 Work in process 233 474 Inventory $ 1,281 $ 1,469 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note G – Debt The table below presents details of the Company’s debt as of the following periods and the effective interest rate as of June 30, 2023: Effective interest rate June 30, December 31, Adams Street Term Loan 12.00 % $ 30,677 $ 30,626 Adams Street Delayed Draw Term Loan 12.00 14,844 14,819 Adams Street Incremental Term Loan 11.95 31,748 31,695 D&O Financing Loans 1.92 — 1,798 Total debt 77,269 78,938 Less: unamortized discounts and issuance costs 1,443 1,615 Total debt, net 75,826 77,323 Less: Short-term debt, including current portion of long-term debt 780 2,578 Total long-term debt, net $ 75,046 $ 74,745 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 terms of which were subsequently modified by various amendments through June 30, 2023. As amended, the Adams Street Credit Agreement includes (i) a $31.0 million term loan commitment, (ii) a $15.0 million delayed draw term loan, (iii) a $32.0 million incremental term loan, and (iv) a $25.0 million revolving credit facility commitment, all of which mature on October 28, 2026. During the three and six months ended June 30, 2023, the Company borrowed and repaid $11.5 million on the revolving credit facility. As of June 30, 2023, there were no borrowings outstanding under the Company’s revolving credit facility and the remaining capacity was $25.0 million. As of June 30, 2023, the outstanding principal on the Adams Street Credit Agreement incurs cash interest in accordance with the prime rate plus the applicable rates as set forth in the table below: Eurocurrency Rate Base Rate Term loans 6.00 % 5.00 % Revolving credit facility: Aggregate principal of $5.0 million or less 6.00 5.00 Aggregate principal in excess of $5.0 million 7.50 6.50 As amended in August 2022, the outstanding principal on the term loans and revolving loans incurs additional interest to be paid-in-kind (“PIK”) of 2.00% per annum, which is accrued and added to the outstanding principal balance until the Company is in compliance with the consolidated total net leverage ratio. The requirement to comply with the consolidated total net leverage ratio was suspended through September 30, 2023, and such compliance resumes with the fiscal quarter ending December 31, 2023. In addition, 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. During the three and six months ended June 30, 2023, total accrued interest to be paid in kind on the Adams Street Credit Agreement was $0.1 million and $0.5 million, respectively. During the three months ended June 30, 2023, in accordance with the provisions of the Adams Street Credit Agreement, as amended, the Company met certain requirements to end the incremental 2.00% per annum PIK interest, effective May 1, 2023. The previously suspended requirement to comply with the consolidated total net leverage ratio as discussed above, remains in effect. Additionally, in June 2023, the Company entered into the Sixth Amendment to the Adams Street Credit Agreement, in which the LIBOR-based interest rate applicable to borrowings under the Adams Street Credit Agreement was replaced with a SOFR-based interest rate in advance of the cessation of LIBOR which occurred on June 30, 2023. 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 June 30, 2023 and December 31, 2022, the Company was in compliance with its covenant requirements, as amended. 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 had 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 had an interest rate of 4.59% per annum and a maturity date of June 3, 2023. In June 2023, the Company repaid the full outstanding principal and interest on the 2022 D&O Financing Loan. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Note H – 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. Total Lease Costs The table below summarizes total lease costs for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Finance lease cost: Amortization of ROU assets $ 107 $ — $ 192 $ — Interest on lease liabilities 24 — 44 — Operating lease costs 1,038 753 1,993 1,476 Variable lease costs 11 — 11 — Short-term lease costs 9 78 90 172 Total lease costs $ 1,189 $ 831 $ 2,330 $ 1,648 Total lease costs are included in selling, general and administrative expenses and cost of sales on the condensed consolidated statements of operations and comprehensive income (loss). Other Supplemental Information The table below presents other supplemental information related to the Company’s leases for the following periods: Three Months Ended June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 1,087 $ 118 $ 680 $ — Right-of-use assets obtained in exchange for new lease liabilities 2,757 151 — — Six Months Ended June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 2,060 $ 218 $ 1,287 $ — Right-of-use assets obtained in exchange for new lease liabilities 3,334 451 3,629 — June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term (in years) 4.7 3.5 3.0 0.0 Weighted average discount rate 6.4 % 8.8 % 4.2 % — % |
Leases | Note H – 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. Total Lease Costs The table below summarizes total lease costs for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Finance lease cost: Amortization of ROU assets $ 107 $ — $ 192 $ — Interest on lease liabilities 24 — 44 — Operating lease costs 1,038 753 1,993 1,476 Variable lease costs 11 — 11 — Short-term lease costs 9 78 90 172 Total lease costs $ 1,189 $ 831 $ 2,330 $ 1,648 Total lease costs are included in selling, general and administrative expenses and cost of sales on the condensed consolidated statements of operations and comprehensive income (loss). Other Supplemental Information The table below presents other supplemental information related to the Company’s leases for the following periods: Three Months Ended June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 1,087 $ 118 $ 680 $ — Right-of-use assets obtained in exchange for new lease liabilities 2,757 151 — — Six Months Ended June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 2,060 $ 218 $ 1,287 $ — Right-of-use assets obtained in exchange for new lease liabilities 3,334 451 3,629 — June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term (in years) 4.7 3.5 3.0 0.0 Weighted average discount rate 6.4 % 8.8 % 4.2 % — % |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note I – Income Taxes The table below presents the Company’s effective income tax rate on pre-tax income from continuing operations for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Effective tax rate 1.5 % 2.4 % 0.9 % 4.9 % The effective tax rate was 1.5% and 0.9% for the three and six months ended June 30, 2023, respectively, compared to 2.4% and 4.9% for the three and six months ended June 30, 2022, respectively. The difference in effective tax rate between periods was primarily related to an increase in the valuation allowance during the three and six months ended June 30, 2023. The effective tax rate for the three and six months ended June 30, 2023 differs from the U.S. federal income tax rate of 21.0% primarily due to the valuation allowance on the realization of deferred tax assets. The effective tax rate for the three and six months ended June 30, 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, the valuation of warrants, goodwill impairments, and a partial valuation allowance on the realization of the deferred tax assets. 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 tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss (“NOL”) carryforwards are available. For the six months ended June 30, 2023, the Company concluded that it is more-likely-than-not that substantially all of its deferred tax assets will not be realized and established a full valuation allowance, whereas the Company concluded that a portion of the deferred tax assets are more-likely-than-not realizable for the six months ended June 30, 2022. The change from the six months ended June 30, 2022 to the six months ended June 30, 2023 was driven by the additional amount of deferred tax assets expected to be generated on taxable losses, which resulted in an increase to the valuation allowance. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note J – 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 condensed 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. After completing an investigation, the Audit Committee concluded that the potential issues raised by the former employee did not require a restatement or adjustment of the Company’s previously issued consolidated financial statements relating to any prior periods. The Company self-reported this matter to the SEC on November 8, 2021 and on August 1, 2023, the SEC notified the Company’s counsel that this matter is closed. 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. 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 the earlier of: (i) fifteen (15) days following the issuance of a decision resolving a motion for summary judgment in or public disclosure of a potential settlement of the class action lawsuit filed in December 21, 2021, or (ii) twenty (20) days following notice by either party of another pending derivative action and where the continuance of such stay may or will prejudice the noticing party’s rights. The defendants believe the allegations are without merit and intend to defend the lawsuit vigorously. However, 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 time, 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 | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Note K – Convertible Preferred Stock The table below presents activity of the Company’s Convertible Preferred Stock: Shares Amount Balance as of December 31, 2022 81,250.00 $ 76,365 Dividend paid-in-kind 6,039.66 9,030 Balance as of June 30, 2023 87,289.66 $ 85,395 On October 28, 2022, the Company filed a Certificate of Designation describing the terms and conditions of newly issued Series A convertible preferred stock of the Company, par value 0.0001 (the “Convertible Preferred Stock”), with 88,000.00 total shares constituting the series. On or around the same date, the Company entered into investment agreements with (i) AE Industrial Partners Fund II, LP (“AEI Fund II”) and AE Industrial Partners Structured Solutions I, LP (“AEI Structured Solutions”, and together with AEI Fund II, (“AEI”)), (ii) BCC Redwire Aggregator, LP (“Bain Capital”) and (ii) various investors (collectively, the “Additional Investors,” and together with AEI and Bain Capital, the “Investors”). Pursuant to the investment agreements, the Company sold an aggregate of 81,250.00 shares (“Purchased Shares”) of Convertible Preferred Stock for an aggregate purchase price of $81.25 million, or $76.4 million net of issuance costs. On May 1, 2023, in accordance with the Convertible Preferred Stock Certificate of Designation, the Company issued 6,039.66 shares of Series A Convertible Preferred Stock to holders of record as of April 15, 2023 as a dividend paid-in-kind (“PIK”) on the Convertible Preferred Stock. As the Company has the option of paying dividends on the Convertible Preferred Stock in either cash or in kind, the PIK dividend is recorded at fair value as of the declaration, April 15, 2023. The fair value of the PIK dividend was $9.0 million, which was recorded against additional paid-in-capital since the Company has an accumulated loss. The fair value of the PIK dividend was calculated using the accrued value per share after a remaining term of 2.5 years on an as-converted basis, or $1,495 per share. The investment agreements contain customary representations, warranties and covenants of the Company and Investors. Bain Capital Director and Nominees For so long as Bain Capital has record and beneficial ownership of at least 50% of the Purchased Shares issued to it as of November 3, 2022, 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. The Company previously obtained the requisite shareholder approval for the conversion of the Convertible Preferred Stock into common stock above the 19.99% Limitation (as defined below). On June 20, 2023, the Company filed with the SEC a Schedule 14C information statement pursuant to Section 14(c) of the Exchange Act, which provided notice of the approval of, (i) the conversion of the Convertible Preferred Stock into shares of common stock in excess of 19.99% of the 63,852,690 shares outstanding as of October 28, 2022 immediately after giving effect to such conversion (the “Conversion Cap”) and (ii) voting rights of the aggregate number of votes to which all holders of outstanding shares of Convertible Preferred Stock are entitled to vote in excess of 19.99% of the aggregate number of votes to which all shareholders of the Company were entitled to vote as of October 28, 2022 (including the holders of shares of Preferred Stock) (the “Voting Cap” and, together with the Conversion Cap, the “19.99% Limitation”). As of June 30, 2023, the 87,289.66 outstanding shares of Convertible Preferred Stock were convertible into approximately 29,241,349 shares of the Company’s common stock. The holders of Convertible Preferred Stock are entitled to vote with the holders of common stock, on an as-converted basis. In addition, holders of Convertible Preferred Stock have the right, at their option and at any time, to convert their shares into shares of common stock. Each share of Convertible Preferred Stock will mandatorily convert upon achieving thresholds related to the Company’s market capitalization and profitability metrics and the Company is required to make an offer to repurchase the outstanding Convertible Preferred Stock upon a fundamental change. Dividends on the Convertible Preferred Stock can be paid in either cash or in kind in the form of additional shares of Convertible Preferred Stock, at the option of the Company, subject to certain exceptions. If paid in cash, such dividends will be paid at a rate of 13% per annum, subject to certain adjustments and exceptions or, if the Company issues PIK dividends, at a rate of 15% per annum, subject to certain adjustments and exceptions. Each holder of Convertible Preferred Stock has been given certain registration rights pursuant to the Registration Rights Agreement, dated October 28, 2022. As of June 30, 2023, the accumulated but not declared or paid dividends on the Convertible Preferred Stock were $1.9 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 Convertible Preferred Stock being redeemable at the option of the holder or upon a fundamental change, which includes events that are not fully within the Company’s control, it was determined that the Convertible Preferred Stock should be classified as one line item in temporary (mezzanine) equity on the Company’s condensed 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 June 30, 2023, and December 31, 2022, the liquidation preference of the Convertible Preferred Stock was $176.5 million and $162.5 million, respectively. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note L – Revenues The table below presents revenues by customer grouping for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Civil space $ 27,440 $ 16,850 $ 53,495 $ 33,014 National security 14,178 9,632 24,760 17,210 Commercial and other 18,480 10,246 39,448 19,371 Total revenues $ 60,098 $ 36,728 $ 117,703 $ 69,595 The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 U.S. $ 44,653 $ 35,273 $ 88,436 $ 66,623 Europe 15,368 1,297 29,190 2,633 Other 77 158 77 339 Total revenues $ 60,098 $ 36,728 $ 117,703 $ 69,595 The majority of the Company’s revenues are derived from government contracts. Customers comprising 10% or more of revenues are presented below for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Customer A (1) $ 9,824 $ — $ 18,841 $ — Customer B (1) 9,580 — 16,949 — Customer C (1) — 6,002 — 14,441 Total $ 19,404 $ 6,002 $ 35,790 $ 14,441 (1) While revenue may have been generated during each of the periods presented, amounts are only disclosed for the periods in which revenues represented 10% or more of total revenue. Contract Balances The table below presents the contract assets and contract liabilities included on the condensed consolidated balance sheets for the following periods: June 30, December 31, Contract assets $ 43,290 $ 31,041 Contract liabilities $ 33,905 $ 29,817 The increase in contract assets was primarily driven by revenue growth and the timing of billable milestones occurring during the six months ended June 30, 2023. The change in contract liabilities was primarily driven by the timing of billable milestones occurring during the six months ended June 30, 2023. Revenue recognized in the six months ended June 30, 2023 that was included in the contract liability balance as of December 31, 2022 was $26.4 million. Revenue recognized in the six months ended June 30, 2022 that was included in the contract liability balance as of December 31, 2021 was $10.2 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 macroeconomic environment. 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 below table summarizes the favorable (unfavorable) impact of the net EAC adjustments for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Net EAC adjustments, before income taxes $ (74) $ (1,410) $ (1,684) $ (3,218) Net EAC adjustments, net of income taxes (73) (1,375) (1,677) (3,062) Net EAC adjustments, net of income taxes, per diluted share — (0.02) (0.03) (0.05) The change in net EAC adjustments in both 2023 and 2022 were primarily due to increased production costs and labor market constraints driven by macroeconomic factors, including inflation. Remaining Performance Obligations As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $253.1 million. The Company expects to recognize approximately 67% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note M – Employee Benefit Plans Post-Retirement Benefit Plans The Company sponsors various post-retirement benefit plans for certain non-U.S. employees through its wholly-owned subsidiary, Space NV, 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”). 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. The Company has determined that the unit of account is the insurance contract and therefore, on a plan-by-plan basis, recognizes the net funded status as either a net liability, to the extent that the benefit obligation exceeds the fair value of plan assets, or a net asset, to the extent that the fair value of plan assets exceeds the benefit obligation. As of June 30, 2023 and December 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 dates. 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. Income Statement Information The table below provides the components of net periodic benefit cost and other amounts recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Base Plan Performance Plan Base Plan Performance Plan Net periodic benefit cost: Service cost 84 8 $ 165 396 Interest cost 60 25 117 49 Expected return on plan assets (59) (22) (116) (44) Net periodic benefit cost $ 85 $ 11 $ 166 $ 401 Contributions The required funding of our qualified defined benefit pension plans is determined in accordance with Belgium Regulation. The table below presents contributions made by the employee and employer for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Contributions by: Base Plan Performance Plan Base Plan Performance Plan Employee $ 42 $ — $ 101 $ — Employer 69 17 168 403 |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note N – Equity-Based Compensation Class P Unit Incentive Plan 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”). As amended, 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. All compensation expense related to Incentive Units was recognized during 2021 and 2022. As of June 30, 2023, Tranches I and III were fully vested, while Tranche II is still subject to the market-based vesting condition. 2021 Omnibus Incentive Plan Stock Options The Company’s 2021 Omnibus Incentive Plan (the “Plan”) authorizes the grant of stock options (incentive and non-qualified) 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 an option will be immediately forfeited and canceled if employment or service ceases 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 requisite service period and recognizes forfeitures as they occur. The table below presents the activity of stock options under the Plan: Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (Years) Outstanding as of December 31, 2022 2,153,591 $ 2.70 $ 7.22 8.6 Granted — — — Expired (13,001) 3.28 9.86 Forfeited (37,999) 2.81 7.74 Outstanding as of June 30, 2023 2,102,591 $ 2.69 $ 7.20 8.1 As of June 30, 2023, the total unrecognized compensation cost related to unvested stock options granted under the Plan was $2.4 million and is expected to be recognized over a weighted-average period of 1.6 years. As of June 30, 2023, there were 467,471 stock options that were vested and exercisable. Restricted Stock Units Restricted stock units awarded under the Plan follow the same contractual terms and vesting conditions as the options described above and 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 requisite service period and recognizes forfeitures as they occur. On May 25, 2023, the Company granted 205,765 restricted stock units of the Company’s common stock to non-employee directors. The restricted stock units vest on the one year anniversary from the dated grant, subject to the director’s continued service on the board. The weighted average grant date fair value of these awards was $2.43 per share. The table below presents the activity of restricted stock units under the Plan: Restricted Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Unvested as of December 31, 2022 2,282,778 $ 6.30 1.3 $ 4,520 Granted 205,765 2.43 Vested (164,475) 4.02 Forfeited (169,039) 7.06 Unvested as of June 30, 2023 2,155,029 $ 6.07 1.1 $ 5,491 As of June 30, 2023, total unrecognized compensation cost related to unvested restricted stock units granted under the Plan was $8.6 million and is expected to be recognized over a weighted-average period of 1.6 years. The table below presents the equity-based compensation expense recorded for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Cost of sales Incentive Units $ — $ — $ — $ 181 Stock Options 46 13 92 25 Restricted Stock Units 598 539 1,271 1,166 Total cost of sales $ 644 $ 552 $ 1,363 $ 1,372 Selling, general and administrative expenses Incentive Units $ — $ — $ — $ 2,171 Stock Options 383 279 744 688 Restricted Stock Units 881 912 1,759 1,923 Total selling, general and administrative expenses $ 1,264 $ 1,191 $ 2,503 $ 4,782 Total equity-based compensation expense $ 1,908 $ 1,743 $ 3,866 $ 6,154 |
Impairment Expense
Impairment Expense | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Expense | Note O – Impairment Expense The table below presents the impairment expense recorded during the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Property, plant and equipment, net $ — $ 12,941 $ — $ 12,941 Intangible assets, net — 28,213 — 28,213 Goodwill — 39,308 — 39,308 Total impairment expense $ — $ 80,462 $ — $ 80,462 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 had extended the timeline for fulfillment of existing performance obligations and deferred pipeline realization. After considering the totality of events and circumstances, the Company determined that these triggering events indicated that certain recorded intangible assets, including goodwill, and property, plant and equipment may be impaired. After considering the totality of events and circumstances described above, the Company performed an interim quantitative impairment assessment of all reporting units and asset groups as of June 30, 2022, which resulted in a partial impairment of goodwill and certain tangible and intangible assets recorded on the Mission Solutions reporting unit and its underlying asset groups. The Company did not identify any indicators of impairment and therefore, no impairment expense was recorded for the three and six months ended June 30, 2023. 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 six months ended June 30, 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 During the second quarter of 2022, as a result of the qualitative factors described above, the Company performed an interim quantitative impairment test and determined that the carrying value of two 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 date. The fair value of the two asset groups was determined using an income approach based on a discounted cash flow model. Based on the results of the quantitative impairment test performed as of June 30, 2022, the Company recognized impairment expense related to property and equipment and leasehold improvements of $12.9 million. Intangible assets, net During the second quarter of 2022, as a result of the qualitative factors described above, the Company performed an interim quantitative impairment test of certain indefinite-lived intangible assets and definite-lived intangible assets. 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 property, plant and equipment, net discussions above regarding the methodologies used for definite-lived intangibles. 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 date. Based on the results of the quantitative impairment test as of June 30, 2022, the Company recognized impairment expense related to customer relationships, technology, trademarks, internal-use software licenses and IPR&D of $28.2 million during the three and six months ended June 30, 2022. Goodwill During the second quarter of 2022, as a result of the qualitative factors described above, the Company performed an interim quantitative goodwill impairment test. 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 impairment test, the Company determined that the estimated fair value of the Mission Solutions reporting unit was lower than its carrying value as of June 30, 2022. Accordingly, the Company recorded total non-cash, pre-tax and post-tax impairment charges of $39.3 million during the three and six months ended June 30, 2022, which reduced the reporting unit’s goodwill balance to $10.7 million as of June 30, 2022. |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Note P – Net Income (Loss) per Common Share The table below presents a reconciliation of the basic and diluted net income (loss) per share that were computed for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Numerator: Net income (loss) attributable to Redwire Corporation $ (5,464) $ (77,028) $ (12,722) $ (94,321) Less: dividends on Convertible Preferred Stock 4,800 — 9,166 — Net income (loss) available to common shareholders $ (10,264) $ (77,028) $ (21,888) $ (94,321) Denominator: Weighted-average common shares outstanding: Basic and diluted 64,345,698 62,992,454 64,313,344 62,842,495 Net income (loss) per common share: Basic and diluted $ (0.16) $ (1.22) $ (0.34) $ (1.50) 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 condensed 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 D – Fair Value of Financial Instruments, Note K – Convertible Preferred Stock, and Note N – Equity-Based Compensation for additional information on the Company’s warrants, Convertible Preferred Stock, and equity-based compensation awards, respectively. |
Joint Venture
Joint Venture | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Note Q – Joint Venture The Company, through it’s wholly-owned subsidiary, Space NV, participates in a joint venture operation with SES Techcom S.A. (“Techcom”) for the purpose of performing M&O Services for ESA, 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 of which are organized under 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. The Company exhibits 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. Both RSS and ROS are accounted for under the VIE model due to insufficient equity investment at risk to finance operations without subordinated financial support. Additional information with regard to these entities is provided below. 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 June 30, 2023 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 June 30, 2023 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 June 30, 2023 and December 31, 2022. Total assets and total liabilities for ROS as of June 30, 2023 were $0.8 million and $0.4 million, respectively, and $1.6 million and $1.1 million, respectively, as of December 31, 2022. Net income from ROS for the three and six months ended June 30, 2023 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 June 30, 2023 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 ownership greater than 20% but less than 50% and holding two of five board seats, Space NV has the ability to exercise significant influence over the entity. Accordingly, RSS is accounted for as an equity method investment. During the three and six months ended June 30, 2023, the Company recognized income (loss) from RSS of $0.2 million and $0.2 million, respectively, which is included in other (income) expense, net on the condensed consolidated statements of operations and comprehensive income (loss). The carrying value of the equity method investment was $3.5 million and $3.3 million as of June 30, 2023 and December 31, 2022, respectively. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Note R – Related Parties A customer of the Company, Related Party A, was a related party as Peter Cannito, the Company’s Chairman and Chief Executive Officer, and Kirk Konert, a member of the Company’s board of directors, also serve on the board of directors for the customer effective as of the second quarter of 2022. A customer of the Company, Related Party B, was a related party as AEI acquired a majority interest in the customer during the fourth quarter of 2022. The table below presents details of the Company’s related party transactions included on the condensed consolidated balance sheets and the condensed consolidated statements of operations and comprehensive income (loss) for the following periods: As of June 30, 2023 December 31, 2022 Accounts receivable: Related Party A $ 742 $ — Related Party B — — $ 742 $ — Three Months Ended Six Months Ended Revenues: June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Related Party A $ 214 $ — $ 608 $ 194 Related Party B (1) 2,554 — 4,334 — $ 2,768 $ — $ 4,942 $ 194 (1) While revenue may have been generated during each of the periods presented, amounts are only disclosed for the periods in which the customer was a related party. 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 three and six months ended June 30, 2023 and June 30, 2022, transactions with other companies in AEI’s investment portfolio, not separately disclosed, did not have a material impact on the Company’s condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note S – Subsequent Events On July 3, 2023, the Company’s board of directors approved the grant of up to 701,096 shares of performance-based restricted stock units (“PSUs”) and 1,693,596 shares of restricted stock units (“RSUs”) to certain officers, managers and other eligible employees pursuant to the Plan. The contractual terms and vesting conditions for the PSU and RSU awards are consistent with previous grants described in Note N – Equity-Based Compensation with the exception that the PSU award represents a contingent right to receive between 0 and 2 shares of the Company’s common stock per PSU depending upon the closing price per share on December 31, 2025, the end of the performance period. The fair value of the RSUs will be determined based on the closing price per share of common stock as of the grant date, while the fair value of the PSUs will be determined on the grant date using the Monte-Carlo valuation model. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statement information and the rules of the SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair presentation of such financial statements. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s 2022 Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. Interim results are not necessarily indicative of the results that may be expected for a full year. |
Basis of Presentation | 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. |
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, post-retirement benefit plans, paid-in-kind dividends, and warrant liabilities. |
Segment Information | Operating segments are defined as components of an entity for which separate financial information is available and that are 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. |
Foreign Currency Translation | The Company’s condensed 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 condensed 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. |
Emerging Growth Company and 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 registration statement declared effective under the Securities Act of 1933, as amended, or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, (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 June 2016, the Financial Accounting Standards Boards (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments–Credit Losses (Topic 326), an amendment of the FASB Accounting Standards Codification (“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 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. Effective January 1, 2023, the Company adopted ASU 2016-13 using a modified retrospective transition method with a cumulative effect adjustment in the period of adoption. Adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements 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 the 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 condensed 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 condensed 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. After completing an investigation, the Audit Committee concluded that the potential issues raised by the former employee did not require a restatement or adjustment of the Company’s previously issued consolidated financial statements relating to any prior periods. The Company self-reported this matter to the SEC on November 8, 2021 and on August 1, 2023, the SEC notified the Company’s counsel that this matter is closed. 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. 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 the earlier of: (i) fifteen (15) days following the issuance of a decision resolving a motion for summary judgment in or public disclosure of a potential settlement of the class action lawsuit filed in December 21, 2021, or (ii) twenty (20) days following notice by either party of another pending derivative action and where the continuance of such stay may or will prejudice the noticing party’s rights. The defendants believe the allegations are without merit and intend to defend the lawsuit vigorously. However, 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 time, 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. |
Fair Value of Financial Instruments | Cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable, accrued expenses and current liabilities are reflected on the condensed consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Supplemental Cash Flow Information | The table below presents supplemental cash flow information during the following periods: Six Months Ended June 30, 2023 June 30, 2022 Supplemental cash flow information: Cash paid (received) during the period for: Interest $ 4,137 $ 2,759 Non-Cash Investing and Financing Activities: Convertible Preferred Stock dividend paid-in-kind $ 9,030 $ — Capital expenditures not yet paid $ 1,821 $ 1,252 Equity financing transaction costs not yet paid — 651 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule 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. October 31, 2022 Cash paid $ 36,930 Less: Note receivable from seller 501 Purchase consideration $ 36,429 Assets: Cash $ 3,700 Accounts receivable and other receivable 3,606 Contract assets 18,830 Prepaid expenses and other current assets 3,100 Property, plant and equipment 5,656 Right-of-use assets 1,166 Intangible assets 13,935 Equity method investments 3,000 Total assets 52,993 Liabilities: Accounts payable 4,201 Short-term operating lease liabilities 199 Short-term finance lease liabilities 279 Accrued expenses 18,636 Deferred revenue 5,513 Other current liabilities 399 Long-term operating lease liabilities 908 Long-term finance lease liabilities 563 October 31, 2022 Deferred tax liabilities 2,727 Other non-current liabilities 281 Total liabilities 33,706 Fair value of net identifiable assets acquired 19,287 Less: Fair value of noncontrolling interests in ROS 215 Goodwill $ 17,357 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | 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 pro forma combined results of operations for the business combinations for the three and six months ended June 30, 2022 as though the acquisition of Space NV had been completed as of January 1, 2021. Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Revenues $ 51,365 $ 97,144 Net income (loss) attributable to Redwire Corporation (76,428) (93,412) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assumptions | The table below presents the fair value per warrant and the valuation assumptions under the Black-Scholes OPM: June 30, December 31, 2022 Fair value per share $ 0.43 $ 0.17 Warrants outstanding 7,732,168 7,732,168 Exercise price $ 11.50 $ 11.50 Common stock price $ 2.55 $ 1.98 Expected option term 3.17 years 3.67 years Expected volatility 72.80 % 60.70 % Risk-free rate of return 4.40 % 4.10 % Expected annual dividend yield — % — % |
Schedule of Liabilities Measured at Fair Value | The table below presents the Company’s financial instruments measured at fair value on a recurring basis: June 30, 2023 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Committed equity facility Other non-current assets $ — $ — $ 282 $ 282 Total assets $ — $ — $ 282 $ 282 Liabilities: Private warrants Warrant liabilities $ — $ — $ 3,325 $ 3,325 Contingent consideration Notes payable to sellers — — — — Total liabilities $ — $ — $ 3,325 $ 3,325 December 31, 2022 Balance Sheet Location 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 |
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, 2022 $ 216 $ 216 Changes in fair value 66 66 Settlements — — June 30, 2023 $ 282 $ 282 Liabilities: Contingent Consideration Private Total December 31, 2022 $ 1,000 $ 1,314 $ 2,314 Additions — — — Changes in fair value — 2,011 2,011 Settlements (1,000) — (1,000) June 30, 2023 $ — $ 3,325 $ 3,325 |
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, 2022 $ 216 $ 216 Changes in fair value 66 66 Settlements — — June 30, 2023 $ 282 $ 282 Liabilities: Contingent Consideration Private Total December 31, 2022 $ 1,000 $ 1,314 $ 2,314 Additions — — — Changes in fair value — 2,011 2,011 Settlements (1,000) — (1,000) June 30, 2023 $ — $ 3,325 $ 3,325 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | The accounts receivable, net balance was as follows: June 30, December 31, Billed receivables $ 24,851 $ 25,518 Unbilled receivables 641 1,208 Total accounts receivable, net $ 25,492 $ 26,726 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The inventory balance was as follows: June 30, December 31, Raw materials $ 1,048 $ 995 Work in process 233 474 Inventory $ 1,281 $ 1,469 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The table below presents details of the Company’s debt as of the following periods and the effective interest rate as of June 30, 2023: Effective interest rate June 30, December 31, Adams Street Term Loan 12.00 % $ 30,677 $ 30,626 Adams Street Delayed Draw Term Loan 12.00 14,844 14,819 Adams Street Incremental Term Loan 11.95 31,748 31,695 D&O Financing Loans 1.92 — 1,798 Total debt 77,269 78,938 Less: unamortized discounts and issuance costs 1,443 1,615 Total debt, net 75,826 77,323 Less: Short-term debt, including current portion of long-term debt 780 2,578 Total long-term debt, net $ 75,046 $ 74,745 As of June 30, 2023, the outstanding principal on the Adams Street Credit Agreement incurs cash interest in accordance with the prime rate plus the applicable rates as set forth in the table below: Eurocurrency Rate Base Rate Term loans 6.00 % 5.00 % Revolving credit facility: Aggregate principal of $5.0 million or less 6.00 5.00 Aggregate principal in excess of $5.0 million 7.50 6.50 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Information | The table below summarizes total lease costs for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Finance lease cost: Amortization of ROU assets $ 107 $ — $ 192 $ — Interest on lease liabilities 24 — 44 — Operating lease costs 1,038 753 1,993 1,476 Variable lease costs 11 — 11 — Short-term lease costs 9 78 90 172 Total lease costs $ 1,189 $ 831 $ 2,330 $ 1,648 The table below presents other supplemental information related to the Company’s leases for the following periods: Three Months Ended June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 1,087 $ 118 $ 680 $ — Right-of-use assets obtained in exchange for new lease liabilities 2,757 151 — — Six Months Ended June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 2,060 $ 218 $ 1,287 $ — Right-of-use assets obtained in exchange for new lease liabilities 3,334 451 3,629 — June 30, 2023 June 30, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term (in years) 4.7 3.5 3.0 0.0 Weighted average discount rate 6.4 % 8.8 % 4.2 % — % |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The table below presents the Company’s effective income tax rate on pre-tax income from continuing operations for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Effective tax rate 1.5 % 2.4 % 0.9 % 4.9 % |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Temporary Equity | The table below presents activity of the Company’s Convertible Preferred Stock: Shares Amount Balance as of December 31, 2022 81,250.00 $ 76,365 Dividend paid-in-kind 6,039.66 9,030 Balance as of June 30, 2023 87,289.66 $ 85,395 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues by Customer Grouping | The table below presents revenues by customer grouping for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Civil space $ 27,440 $ 16,850 $ 53,495 $ 33,014 National security 14,178 9,632 24,760 17,210 Commercial and other 18,480 10,246 39,448 19,371 Total revenues $ 60,098 $ 36,728 $ 117,703 $ 69,595 The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 U.S. $ 44,653 $ 35,273 $ 88,436 $ 66,623 Europe 15,368 1,297 29,190 2,633 Other 77 158 77 339 Total revenues $ 60,098 $ 36,728 $ 117,703 $ 69,595 The majority of the Company’s revenues are derived from government contracts. Customers comprising 10% or more of revenues are presented below for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Customer A (1) $ 9,824 $ — $ 18,841 $ — Customer B (1) 9,580 — 16,949 — Customer C (1) — 6,002 — 14,441 Total $ 19,404 $ 6,002 $ 35,790 $ 14,441 (1) While revenue may have been generated during each of the periods presented, amounts are only disclosed for the periods in which revenues 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 condensed consolidated balance sheets for the following periods: June 30, December 31, Contract assets $ 43,290 $ 31,041 Contract liabilities $ 33,905 $ 29,817 |
Schedule of EAC Adjustments | The below table summarizes the favorable (unfavorable) impact of the net EAC adjustments for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Net EAC adjustments, before income taxes $ (74) $ (1,410) $ (1,684) $ (3,218) Net EAC adjustments, net of income taxes (73) (1,375) (1,677) (3,062) Net EAC adjustments, net of income taxes, per diluted share — (0.02) (0.03) (0.05) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Income | The table below provides the components of net periodic benefit cost and other amounts recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Base Plan Performance Plan Base Plan Performance Plan Net periodic benefit cost: Service cost 84 8 $ 165 396 Interest cost 60 25 117 49 Expected return on plan assets (59) (22) (116) (44) Net periodic benefit cost $ 85 $ 11 $ 166 $ 401 |
Schedule of Contributions | The table below presents contributions made by the employee and employer for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Contributions by: Base Plan Performance Plan Base Plan Performance Plan Employee $ 42 $ — $ 101 $ — Employer 69 17 168 403 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The table below presents the activity of stock options under the Plan: Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (Years) Outstanding as of December 31, 2022 2,153,591 $ 2.70 $ 7.22 8.6 Granted — — — Expired (13,001) 3.28 9.86 Forfeited (37,999) 2.81 7.74 Outstanding as of June 30, 2023 2,102,591 $ 2.69 $ 7.20 8.1 |
Schedule of Nonvested Restricted Stock Units Activity | The table below presents the activity of restricted stock units under the Plan: Restricted Shares Weighted-Average Grant Date Fair Value per Share Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Unvested as of December 31, 2022 2,282,778 $ 6.30 1.3 $ 4,520 Granted 205,765 2.43 Vested (164,475) 4.02 Forfeited (169,039) 7.06 Unvested as of June 30, 2023 2,155,029 $ 6.07 1.1 $ 5,491 |
Schedule of Stock Compensation Expense | The table below presents the equity-based compensation expense recorded for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Cost of sales Incentive Units $ — $ — $ — $ 181 Stock Options 46 13 92 25 Restricted Stock Units 598 539 1,271 1,166 Total cost of sales $ 644 $ 552 $ 1,363 $ 1,372 Selling, general and administrative expenses Incentive Units $ — $ — $ — $ 2,171 Stock Options 383 279 744 688 Restricted Stock Units 881 912 1,759 1,923 Total selling, general and administrative expenses $ 1,264 $ 1,191 $ 2,503 $ 4,782 Total equity-based compensation expense $ 1,908 $ 1,743 $ 3,866 $ 6,154 |
Impairment Expense (Tables)
Impairment Expense (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impairment Expense | The table below presents the impairment expense recorded during the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Property, plant and equipment, net $ — $ 12,941 $ — $ 12,941 Intangible assets, net — 28,213 — 28,213 Goodwill — 39,308 — 39,308 Total impairment expense $ — $ 80,462 $ — $ 80,462 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The table below presents a reconciliation of the basic and diluted net income (loss) per share that were computed for the following periods: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Numerator: Net income (loss) attributable to Redwire Corporation $ (5,464) $ (77,028) $ (12,722) $ (94,321) Less: dividends on Convertible Preferred Stock 4,800 — 9,166 — Net income (loss) available to common shareholders $ (10,264) $ (77,028) $ (21,888) $ (94,321) Denominator: Weighted-average common shares outstanding: Basic and diluted 64,345,698 62,992,454 64,313,344 62,842,495 Net income (loss) per common share: Basic and diluted $ (0.16) $ (1.22) $ (0.34) $ (1.50) |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The table below presents details of the Company’s related party transactions included on the condensed consolidated balance sheets and the condensed consolidated statements of operations and comprehensive income (loss) for the following periods: As of June 30, 2023 December 31, 2022 Accounts receivable: Related Party A $ 742 $ — Related Party B — — $ 742 $ — Three Months Ended Six Months Ended Revenues: June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Related Party A $ 214 $ — $ 608 $ 194 Related Party B (1) 2,554 — 4,334 — $ 2,768 $ — $ 4,942 $ 194 (1) While revenue may have been generated during each of the periods presented, amounts are only disclosed for the periods in which the customer was a related party. |
Description of the Business (De
Description of the Business (Details) | 6 Months Ended |
Jun. 30, 2023 company | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of companies under the joint venture | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 01, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid (received) during the period for: | ||||
Interest | $ 4,137 | $ 2,759 | ||
Non-Cash Investing and Financing Activities: | ||||
Convertible Preferred Stock dividend paid-in-kind | $ 9,000 | $ 9,030 | 9,030 | 0 |
Capital expenditures not yet paid | 1,821 | 1,252 | ||
Equity financing transaction costs not yet paid | $ 0 | $ 651 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands, € in Millions | 6 Months Ended | ||||
Oct. 31, 2022 USD ($) | Oct. 31, 2022 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 64,994 | $ 64,618 | |||
Transaction expenses | 0 | $ 0 | |||
Space NV | |||||
Business Acquisition [Line Items] | |||||
Percent of ownership acquired | 100% | ||||
Cash paid | $ 36,930 | € 37 | |||
Measurement period adjustments | 0 | ||||
Goodwill | $ 17,357 | $ 17,400 |
Business Combinations - Schedul
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition (Details) $ in Thousands, € in Millions | Oct. 31, 2022 USD ($) | Oct. 31, 2022 EUR (€) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Liabilities: | ||||
Goodwill | $ 64,994 | $ 64,618 | ||
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 | 3,606 | |||
Contract assets | 18,830 | |||
Prepaid expenses and other current assets | 3,100 | |||
Property, plant and equipment | 5,656 | |||
Right-of-use assets | 1,166 | |||
Intangible assets | 13,935 | |||
Equity method investments | 3,000 | |||
Total assets | 52,993 | |||
Liabilities: | ||||
Accounts payable | 4,201 | |||
Short-term operating lease liabilities | 199 | |||
Short-term finance lease liabilities | 279 | |||
Accrued expenses | 18,636 | |||
Deferred revenue | 5,513 | |||
Other current liabilities | 399 | |||
Long-term operating lease liabilities | 908 | |||
Long-term finance lease liabilities | 563 | |||
Deferred tax liabilities | 2,727 | |||
Other non-current liabilities | 281 | |||
Total liabilities | 33,706 | |||
Fair value of net identifiable assets acquired | 19,287 | |||
Less: Fair value of noncontrolling interests in ROS | 215 | |||
Goodwill | $ 17,357 | $ 17,400 |
Business Combinations - Sched_2
Business Combinations - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Space NV $ in Thousands | Oct. 31, 2022 USD ($) |
Business Acquisition [Line Items] | |
Intangibles assets acquired | $ 13,935 |
Technology | |
Business Acquisition [Line Items] | |
Intangibles assets acquired | $ 4,700 |
Weighted average useful life in years | 7 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Intangibles assets acquired | $ 7,400 |
Weighted average useful life in years | 30 years |
Software | |
Business Acquisition [Line Items] | |
Intangibles assets acquired | $ 235 |
Weighted average useful life in years | 2 years |
IPR&D | |
Business Acquisition [Line Items] | |
Intangibles assets acquired | $ 1,600 |
Business Combinations - Sched_3
Business Combinations - Schedule of Pro Forma Financial Data (Details) - Business Combinations 2022 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 51,365 | $ 97,144 |
Net income (loss) attributable to Redwire Corporation | $ (76,428) | $ (93,412) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Apr. 14, 2022 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 22, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Payment of contingent earnout | $ 443,000 | $ 0 | |||||||
Price per share (in dollars per share) | $ 2.55 | $ 2.55 | |||||||
Unused capacity | $ 20,600,000 | $ 20,600,000 | |||||||
Private Warrants | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 7,732,168 | 7,732,168 | 7,732,168 | 7,732,168 | |||||
Number of warrants to purchase common stock (in shares) | 1 | ||||||||
Fair value (in dollars per share) | $ 0.43 | $ 0.43 | $ 0.17 | ||||||
Public Warrants | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Fair value (in dollars per share) | $ 11.50 | ||||||||
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% | ||||||||
Sale of stock, amount authorized to issue and sell | $ 80,000,000 | ||||||||
Percentage of purchase price per share | 0.97 | ||||||||
Percentage of commission on gross proceeds | 3% | ||||||||
Shares from transaction (in shares) | 0 | 0 | |||||||
Remaining shares available (in shares) | 8,090,331 | 8,090,331 | |||||||
Roccor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Payment of contingent earnout | $ 1,000,000 | ||||||||
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 | 30,000,000 | ||||||||
Roccor | Earnout Scenario Two | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Contingent earnout amount, median | 1,000,000 | ||||||||
Roccor | Earnout Scenario Two | Minimum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Contingent earnout amount, threshold one | 30,000,000 | ||||||||
Roccor | Earnout Scenario Two | Maximum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Contingent earnout amount, threshold one | 40,000,000 | ||||||||
Roccor | Earnout Scenario Three | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Contingent earnout not to exceed | 2,000,000 | ||||||||
Roccor | Earnout Scenario Three | Minimum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Contingent earnout amount, threshold one | $ 40,000,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Private Warrants Assumptions (Details) - Private Warrants - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||
Fair value (in dollars per share) | $ 0.43 | $ 0.17 | |
Warrants outstanding (in shares) | 7,732,168 | 7,732,168 | 7,732,168 |
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |
Common stock price (in dollars per share) | $ 2.55 | $ 1.98 | |
Expected option term | 3 years 2 months 1 day | 3 years 8 months 1 day | |
Expected volatility | 72.80% | 60.70% | |
Risk-free rate of return | 4.40% | 4.10% | |
Expected annual dividend yield | 0% | 0% |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Private warrants | $ 3,325 | $ 1,314 |
Contingent consideration | $ 0 | $ 1,000 |
Derivative asset, statement of financial position | Other non-current assets | Other non-current assets |
Fair Value, Recurring | ||
Assets: | ||
Total assets | $ 282 | $ 216 |
Liabilities: | ||
Private warrants | 3,325 | 1,314 |
Contingent consideration | 0 | 1,000 |
Total liabilities | 3,325 | 2,314 |
Fair Value, Recurring | Committed Equity Facility | ||
Assets: | ||
Committed equity facility | 282 | 216 |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | 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 | 0 |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | 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 | 0 |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 282 | 216 |
Liabilities: | ||
Private warrants | 3,325 | 1,314 |
Contingent consideration | 0 | 1,000 |
Total liabilities | 3,325 | 2,314 |
Level 3 | Fair Value, Recurring | Committed Equity Facility | ||
Assets: | ||
Committed equity facility | $ 282 | $ 216 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Changes in Financial Assets (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Assets: | |
Beginning balance | $ 216 |
Changes in fair value | 66 |
Settlements | 0 |
Ending balance | 282 |
Committed Equity Facility | |
Assets: | |
Beginning balance | 216 |
Changes in fair value | 66 |
Settlements | 0 |
Ending balance | $ 282 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Changes in Financial Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Liabilities: | |
Beginning balance | $ 2,314 |
Additions | 0 |
Changes in fair value | 2,011 |
Settlements | (1,000) |
Ending balance | 3,325 |
Private Warrants | |
Liabilities: | |
Beginning balance | 1,314 |
Additions | 0 |
Changes in fair value | 2,011 |
Settlements | 0 |
Ending balance | 3,325 |
Contingent Consideration | |
Liabilities: | |
Beginning balance | 1,000 |
Additions | 0 |
Changes in fair value | 0 |
Settlements | (1,000) |
Ending balance | $ 0 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Billed receivables | $ 24,851,000 | $ 25,518,000 |
Unbilled receivables | 641,000 | 1,208,000 |
Total accounts receivable, net | 25,492,000 | $ 26,726,000 |
Allowance for doubtful accounts | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,048 | $ 995 |
Work in process | 233 | 474 |
Inventory | $ 1,281 | $ 1,469 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 77,269 | $ 78,938 |
Less: unamortized discounts and issuance costs | 1,443 | 1,615 |
Total debt, net | 75,826 | 77,323 |
Less: Short-term debt, including current portion of long-term debt | 780 | 2,578 |
Total long-term debt, net | $ 75,046 | 74,745 |
Adams Street Capital Agreement | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 12% | |
Total debt | $ 30,677 | 30,626 |
Adams Street Delayed Draw Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 12% | |
Total debt | $ 14,844 | 14,819 |
Adams Street Incremental Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 11.95% | |
Total debt | $ 31,748 | 31,695 |
D&O Financing Loans | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 1.92% | |
Total debt | $ 0 | $ 1,798 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Aug. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 03, 2022 | Sep. 03, 2021 | Oct. 28, 2020 | |
Debt Instrument [Line Items] | ||||||||
Total debt | $ 77,269,000 | $ 77,269,000 | $ 78,938,000 | |||||
Non-cash interest expense | 525,000 | $ 0 | ||||||
Adams Street Capital Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Paid in kind interest | 2% | |||||||
Minimum liquidity covenant | $ 5,000,000 | |||||||
Non-cash interest expense | 100,000 | 500,000 | ||||||
Medium-term Notes | Adams Street Capital Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | $ 31,000,000 | |||||||
Total debt | 30,677,000 | 30,677,000 | 30,626,000 | |||||
Medium-term Notes | Adams Street Delayed Draw Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | 15,000,000 | |||||||
Total debt | 14,844,000 | 14,844,000 | 14,819,000 | |||||
Medium-term Notes | Adams Street Incremental Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | 32,000,000 | |||||||
Total debt | 31,748,000 | 31,748,000 | 31,695,000 | |||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | $ 25,000,000 | |||||||
Borrowed and repayment capacity | 11,500,000 | 11,500,000 | ||||||
Total debt | 0 | 0 | ||||||
Line of credit | 25,000,000 | 25,000,000 | ||||||
Notes Payable to Banks | D&O Financing Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 0 | $ 0 | $ 1,798,000 | |||||
Face amount | $ 2,700,000 | $ 3,000,000 | ||||||
Interest rate | 4.59% | 1.74% |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Principal of Credit Agreement (Details) - Revolving Credit Facility - Adams Street Capital Agreement - Line of Credit | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Aggregate principal | $ 5,000,000 |
Eurocurrency Rate | |
Debt Instrument [Line Items] | |
Interest rate | 6% |
Base Rate | |
Debt Instrument [Line Items] | |
Interest rate | 5% |
Variable Rate Component One | Eurocurrency Rate | |
Debt Instrument [Line Items] | |
Interest rate | 6% |
Variable Rate Component One | Base Rate | |
Debt Instrument [Line Items] | |
Interest rate | 5% |
Variable Rate Component Two | Eurocurrency Rate | |
Debt Instrument [Line Items] | |
Interest rate | 7.50% |
Variable Rate Component Two | Base Rate | |
Debt Instrument [Line Items] | |
Interest rate | 6.50% |
Leases - Schedule of Lease Info
Leases - Schedule of Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finance lease cost: | ||||
Amortization of ROU assets | $ 107 | $ 0 | $ 192 | $ 0 |
Interest on lease liabilities | 24 | 0 | 44 | 0 |
Operating lease costs | 1,038 | 753 | 1,993 | 1,476 |
Variable lease costs | 11 | 0 | 11 | 0 |
Short-term lease costs | 9 | 78 | 90 | 172 |
Total lease costs | $ 1,189 | $ 831 | $ 2,330 | $ 1,648 |
Leases - Schedule of Other Supp
Leases - Schedule of Other Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Leases | ||||
Cash paid for lease liabilities | $ 1,087 | $ 680 | $ 2,060 | $ 1,287 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 2,757 | $ 0 | $ 3,334 | $ 3,629 |
Weighted average remaining lease term (in years) | 4 years 8 months 12 days | 3 years | 4 years 8 months 12 days | 3 years |
Weighted average discount rate | 6.40% | 4.20% | 6.40% | 4.20% |
Finance Leases | ||||
Cash paid for lease liabilities | $ 118 | $ 0 | $ 218 | $ 0 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 151 | $ 0 | $ 451 | $ 0 |
Weighted average remaining lease term (in years) | 3 years 6 months | 0 years | 3 years 6 months | 0 years |
Weighted average discount rate | 8.80% | 0% | 8.80% | 0% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 1.50% | 2.40% | 0.90% | 4.90% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 1.50% | 2.40% | 0.90% | 4.90% |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Temporary Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 01, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 81,250 | |||
Beginning balance | $ 76,365 | |||
Dividend paid-in-kind (in shares) | 6,039.66 | |||
Dividend paid-in-kind | $ 9,000 | $ 9,030 | $ 9,030 | $ 0 |
Ending balance (in shares) | 87,289.66 | 87,289.66 | ||
Ending balance | $ 85,395 | $ 85,395 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
May 01, 2023 | Oct. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Nov. 03, 2022 | |
Temporary Equity [Line Items] | |||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Shares authorized (in shares) | 88,000 | 88,000 | 88,000 | ||||
Shares outstanding (in shares) | 81,250 | 87,289.66 | 87,289.66 | 81,250 | |||
Dividend paid-in-kind | $ 9,000 | $ 9,030 | $ 9,030 | $ 0 | |||
Calculation period | 2 years 6 months | ||||||
Conversion price per share (in dollars per share) | $ 1,495 | ||||||
Convertible preferred stock, conversion price (in dollar per share) | $ 3.05 | ||||||
Units outstanding (in shares) | 63,852,690 | 64,445,106 | 64,445,106 | 64,280,631 | |||
Convertible shares (in shares) | 29,241,349 | 29,241,349 | |||||
Accumulated but not declared or paid dividends | $ 1,900 | ||||||
Liquidation preference, per share related feature | $ 1,000 | ||||||
Convertible preferred stock, liquidation preference | $ 176,476 | $ 176,476 | $ 162,500 | ||||
Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||
Shares authorized (in shares) | 88,000 | ||||||
Preferred stock purchase price | $ 81,250 | ||||||
Aggregate purchase price, net of debt issuance costs | $ 76,400 | ||||||
Shares issued (in shares) | 6,039.66 | ||||||
Percentage of share issued | 19.99% | 19.99% | |||||
Dividend cash paid, interest rate | 13% | ||||||
Dividend issued, interest rate | 15% | ||||||
Convertible Preferred Stock | Bain Investment Agreement | |||||||
Temporary Equity [Line Items] | |||||||
Beneficial ownership percentage | 50% | ||||||
Convertible Preferred Stock | AEI and Bain Investment Agreements | |||||||
Temporary Equity [Line Items] | |||||||
Beneficial ownership percentage | 50% | ||||||
Period for share transfer | 12 months |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues by Customer Grouping (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 60,098 | $ 36,728 | $ 117,703 | $ 69,595 |
Civil space | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 27,440 | 16,850 | 53,495 | 33,014 |
National security | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 14,178 | 9,632 | 24,760 | 17,210 |
Commercial and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 18,480 | $ 10,246 | $ 39,448 | $ 19,371 |
Revenues - Schedule of Revenu_2
Revenues - Schedule of Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 60,098 | $ 36,728 | $ 117,703 | $ 69,595 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 44,653 | 35,273 | 88,436 | 66,623 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15,368 | 1,297 | 29,190 | 2,633 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 77 | $ 158 | $ 77 | $ 339 |
Revenues - Schedule of Revenu_3
Revenues - Schedule of Revenues by Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 60,098 | $ 36,728 | $ 117,703 | $ 69,595 |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 19,404 | 6,002 | 35,790 | 14,441 |
Customer A | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,824 | 0 | 18,841 | 0 |
Customer B | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,580 | 0 | 16,949 | 0 |
Customer C | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 6,002 | $ 0 | $ 14,441 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 43,290 | $ 31,041 |
Contract liabilities | $ 33,905 | $ 29,817 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liability, revenue recognized | $ 26.4 | $ 10.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 253.1 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 67% | |
Remaining performance obligation, period | 12 months |
Revenues - Schedule of EAC Adju
Revenues - Schedule of EAC Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net EAC adjustments, before income taxes | $ (5,550) | $ (78,953) | $ (12,839) | $ (99,135) |
Net EAC adjustments, net of income taxes | $ (5,464) | $ (77,028) | $ (12,722) | $ (94,321) |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ (0.16) | $ (1.22) | $ (0.34) | $ (1.50) |
Contracts Accounted for under Percentage of Completion | ||||
Disaggregation of Revenue [Line Items] | ||||
Net EAC adjustments, before income taxes | $ (74) | $ (1,410) | $ (1,684) | $ (3,218) |
Net EAC adjustments, net of income taxes | $ (73) | $ (1,375) | $ (1,677) | $ (3,062) |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ 0 | $ (0.02) | $ (0.03) | $ (0.05) |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - plan | Jun. 30, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Number of cash balance plans | 2 | |
Number of pension plans | 2 | 2 |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Benefit Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Base Plan | ||
Net periodic benefit cost: | ||
Service cost | $ 84 | $ 165 |
Interest cost | 60 | 117 |
Expected return on plan assets | (59) | (116) |
Net periodic benefit cost | 85 | 166 |
Performance Plan | ||
Net periodic benefit cost: | ||
Service cost | 8 | 396 |
Interest cost | 25 | 49 |
Expected return on plan assets | (22) | (44) |
Net periodic benefit cost | $ 11 | $ 401 |
Employee Benefit Plans - Contri
Employee Benefit Plans - Contributions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Base Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee | $ 42 | $ 101 |
Employer | 69 | 168 |
Performance Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee | 0 | 0 |
Employer | $ 17 | $ 403 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
May 25, 2023 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 2.4 | |
Vested options (in shares) | 467,471 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term | 10 years | |
Vesting period | 3 years | |
Expected period for recognition | 1 year 7 months 6 days | |
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] | ||
Expected period for recognition | 1 year 7 months 6 days | |
Granted (in shares) | 205,765 | |
Granted (in dollars per share) | $ 2.43 | |
Unrecognized compensation costs | $ 8.6 | |
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Nonemployee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Granted (in shares) | 205,765 | |
Granted (in dollars per share) | $ 2.43 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shares | ||
Outstanding, beginning balance (in shares) | 2,153,591 | |
Granted options (in shares) | 0 | |
Expired (in shares) | (13,001) | |
Forfeitures (in shares) | (37,999) | |
Outstanding, ending balance (in shares) | 2,102,591 | 2,153,591 |
Weighted-Average Grant Date Fair Value per Share | ||
Outstanding, beginning balance (in dollars per share) | $ 2.70 | |
Granted (in dollars per share) | 0 | |
Expired (in dollars per share) | 3.28 | |
Forfeited (in dollars per share) | 2.81 | |
Outstanding, ending balance (in dollars per share) | 2.69 | $ 2.70 |
Weighted-Average Exercise Price per Share | ||
Outstanding, ending balance (in dollars per share) | 7.20 | $ 7.22 |
Granted (in dollars per share) | 0 | |
Expired (in dollars per share) | 9.86 | |
Forfeited (in dollars per share) | 7.74 | |
Outstanding, beginning balance (in dollars per share) | $ 7.22 | |
Weighted-Average Remaining Contractual Term (Years) | 8 years 1 month 6 days | 8 years 7 months 6 days |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Nonvested Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
May 25, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Restricted Shares | |||
Unvested, beginning balance (in shares) | 2,282,778 | ||
Granted (in shares) | 205,765 | ||
Vested (in shares) | (164,475) | ||
Forfeited (in shares) | (169,039) | ||
Unvested, ending balance (in shares) | 2,155,029 | 2,282,778 | |
Weighted-Average Grant Date Fair Value per Share | |||
Unvested, beginning balance (in dollars per share) | $ 6.30 | ||
Granted (in dollars per share) | 2.43 | ||
Vested (in dollars per share) | 4.02 | ||
Forfeited (in dollars per share) | 7.06 | ||
Unvested, ending balance (in dollars per share) | $ 6.07 | $ 6.30 | |
Weighted-Average Remaining Contractual Term (in Years) | 1 year 1 month 6 days | 1 year 3 months 18 days | |
Aggregate Intrinsic Value | $ 5,491 | $ 4,520 | |
Share-based Payment Arrangement, Nonemployee | |||
Restricted Shares | |||
Granted (in shares) | 205,765 | ||
Weighted-Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ 2.43 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 1,908 | $ 1,743 | $ 3,866 | $ 6,154 |
Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 644 | 552 | 1,363 | 1,372 |
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 1,264 | 1,191 | 2,503 | 4,782 |
Incentive Units | Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 0 | 0 | 0 | 181 |
Incentive Units | Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 0 | 0 | 0 | 2,171 |
Stock Options | Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 46 | 13 | 92 | 25 |
Stock Options | Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 383 | 279 | 744 | 688 |
Restricted Stock Units | Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 598 | 539 | 1,271 | 1,166 |
Restricted Stock Units | Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 881 | $ 912 | $ 1,759 | $ 1,923 |
Impairment Expense - Schedule (
Impairment Expense - Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Property, plant and equipment, net | $ 0 | $ 12,941 | $ 0 | $ 12,941 | |
Intangible assets, net | 0 | 28,213 | 0 | 28,213 | |
Goodwill | 0 | 39,308 | 0 | 39,308 | |
Total impairment expense | [1] | $ 0 | $ 80,462 | $ 0 | $ 80,462 |
[1]Please refer to Note O – Impairment Expense for additional information. |
Impairment Expense - Narrative
Impairment Expense - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Impairment expense, property and equipment | $ 0 | $ 12,941 | $ 0 | $ 12,941 | |
Impairment expense, intangible assets | 0 | 28,213 | 0 | 28,213 | |
Impairment expense | 0 | 39,308 | 0 | 39,308 | |
Goodwill | $ 64,994 | $ 64,994 | $ 64,618 | ||
Mission Solutions | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 10,700 | $ 10,700 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income (loss) | $ (5,464) | $ (77,028) | $ (12,722) | $ (94,321) |
Less: dividends on Convertible Preferred Stock | 4,800 | 0 | 9,166 | 0 |
Net income (loss) available to common shareholders | $ (10,264) | $ (77,028) | $ (21,888) | $ (94,321) |
Denominator: | ||||
Weighted average shares outstanding – basic (in shares) | 64,345,698 | 62,992,454 | 64,313,344 | 62,842,495 |
Weighted average shares outstanding – diluted (in shares) | 64,345,698 | 62,992,454 | 64,313,344 | 62,842,495 |
Net income (loss) per common share, basic (in dollars per share) | $ (0.16) | $ (1.22) | $ (0.34) | $ (1.50) |
Net income (loss) per common share, diluted (in dollars per share) | $ (0.16) | $ (1.22) | $ (0.34) | $ (1.50) |
Antidilutive securities (in shares) | 0 | 0 | 0 | 0 |
Joint Venture (Details)
Joint Venture (Details) $ / shares in Units, € in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) director $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) director company $ / shares shares | Jun. 30, 2023 EUR (€) company shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
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 | $ 1,260 | $ 1,260 | ||||
Assets | $ 251,397 | $ 251,397 | $ 257,698 | |||
Liabilities | 189,808 | 189,808 | 187,808 | |||
Equity method investments | $ 3,495 | $ 3,495 | 3,269 | |||
Variable Interest Entity, Primary Beneficiary | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage of VIE | 52% | 52% | ||||
Number of directors | director | 5 | 5 | ||||
Board of director renewable term | 2 years | 2 years | ||||
Assets | $ 800 | $ 800 | 1,600 | |||
Liabilities | $ 400 | $ 400 | $ 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 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 | $ 100 | ||||
Income from equity method investments | $ 200 | $ 200 | ||||
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 | $ 100 | ||||
Redu Space Service SA/NV | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage of equity method investment | 48% | 48% | ||||
Number of directors | director | 5 | 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% | 52% |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Accounts receivable, net | $ 25,492 | $ 25,492 | $ 26,726 | ||
Revenues | 60,098 | $ 36,728 | 117,703 | $ 69,595 | |
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable, net | 742 | 742 | 0 | ||
Revenues | 2,768 | 0 | 4,942 | 194 | |
Related Party | Related Party A | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable, net | 742 | 742 | 0 | ||
Revenues | 214 | 0 | 608 | 194 | |
Related Party | Related Party B | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable, net | 0 | 0 | $ 0 | ||
Revenues | $ 2,554 | $ 0 | $ 4,334 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Jul. 03, 2023 shares |
Restricted Stock Units (RSUs) | |
Subsequent Event [Line Items] | |
Awards granted (in shares) | 1,693,596 |
Performance Shares | |
Subsequent Event [Line Items] | |
Awards granted (in shares) | 701,096 |
Performance Shares | Minimum | |
Subsequent Event [Line Items] | |
Share-based compensation arrangement by share-based payment award, contingent shares (in shares) | 0 |
Performance Shares | Maximum | |
Subsequent Event [Line Items] | |
Share-based compensation arrangement by share-based payment award, contingent shares (in shares) | 2 |