Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 15, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39733 | ||
Entity Registrant Name | Redwire Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1550429 | ||
Entity Address, Address Line One | 8226 Philips Highway | ||
Entity Address, Address Line Two | Suite 101 | ||
Entity Address, City or Town | Jacksonville | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32256 | ||
City Area Code | 650 | ||
Local Phone Number | 701-7722 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 53.3 | ||
Entity Common Stock, Shares Outstanding | 65,578,724 | ||
Entity Central Index Key | 0001819810 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Certain information in the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relating to the registrant’s 2024 Annual Meeting of Shareholders is incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | RDW | ||
Security Exchange Name | NYSE | ||
Warrant liabilities | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each to purchase one share of Common Stock | ||
Trading Symbol | RDW WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 185 | 238 |
Auditor Name | KPMG LLP | PricewaterhouseCoopers LLP |
Auditor Location | Jacksonville, Florida | Jacksonville, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 30,278 | $ 28,316 | |
Accounts receivable, net | 32,411 | 26,726 | |
Contract assets | 36,961 | 31,041 | |
Inventory | 1,516 | 1,469 | |
Income tax receivable | 636 | 688 | |
Prepaid insurance | 1,083 | 2,240 | |
Prepaid expenses and other current assets | 6,428 | 5,687 | |
Total current assets | 109,313 | 96,167 | |
Property, plant and equipment, net of accumulated depreciation of $6,538 and $3,032, respectively | 15,909 | 12,761 | |
Right-of-use assets | 13,181 | 13,103 | |
Intangible assets, net of accumulated amortization of $18,509 and $11,247, respectively | 62,985 | 66,871 | |
Goodwill | 65,757 | 64,618 | |
Equity method investments | 3,613 | 3,269 | |
Other non-current assets | 511 | 909 | |
Total assets | 271,269 | 257,698 | |
Current liabilities: | |||
Accounts payable | 18,573 | 17,584 | |
Notes payable to sellers | 0 | 1,000 | |
Short-term debt, including current portion of long-term debt | 1,378 | 2,578 | |
Short-term operating lease liabilities | 3,737 | 3,214 | |
Short-term finance lease liabilities | 439 | 299 | |
Accrued expenses | 32,902 | 36,581 | |
Deferred revenue | 52,645 | 29,817 | |
Other current liabilities | 2,362 | 3,666 | |
Total current liabilities | 112,036 | 94,739 | |
Long-term debt, net | 86,842 | 74,745 | |
Long-term operating lease liabilities | 12,302 | 12,670 | |
Long-term finance lease liabilities | 1,137 | 579 | |
Warrant liabilities | 3,325 | 1,314 | |
Deferred tax liabilities | 2,402 | 3,255 | |
Other non-current liabilities | 400 | 506 | |
Total liabilities | 218,444 | 187,808 | |
Commitments and contingencies (Note N – Commitments and Contingencies) | |||
Convertible preferred stock | [1] | 96,106 | 76,365 |
Shareholders’ Equity (Deficit): | |||
Preferred stock, $0.0001 par value, 99,874,708 shares authorized; none issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 0 | 0 | |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 65,546,174 and 64,280,631 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 7 | 6 | |
Treasury stock, 353,470 and 141,811 shares, at cost, as of December 31, 2023 and December 31, 2022, respectively | (951) | (381) | |
Additional paid-in capital | 188,323 | 198,126 | |
Accumulated deficit | (233,791) | (206,528) | |
Accumulated other comprehensive income (loss) | 2,903 | 2,076 | |
Total shareholders’ equity (deficit) | (43,509) | (6,701) | |
Noncontrolling interests | 228 | 226 | |
Total equity (deficit) | (43,281) | (6,475) | |
Total liabilities, convertible preferred stock and equity (deficit) | $ 271,269 | $ 257,698 | |
[1] Please refer to Note O – Convertible Preferred Stock for additional information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Accumulated depreciation | $ 6,538 | $ 3,032 |
Accumulated amortization | $ 18,509 | $ 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) | 125,292 | 125,292 |
Convertible preferred stock issued (in shares) | 93,890.2 | 81,250 |
Convertible preferred stock, shares outstanding (in shares) | 93,890.2 | 81,250 |
Convertible preferred stock, liquidation preference | $ 187,780 | $ 162,500 |
Shareholders’ Equity (Deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 99,874,708 | 99,874,708 |
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) | 65,546,174 | 64,280,631 |
Common stock, shares outstanding (in shares) | 65,546,174 | 64,280,631 |
Treasury stock (in shares) | 353,470 | 141,811 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenues | $ 243,800 | $ 160,549 | |
Cost of sales | 185,831 | 131,854 | |
Gross margin | 57,969 | 28,695 | |
Operating expenses: | |||
Selling, general and administrative expenses | 68,525 | 70,342 | |
Transaction expenses | 13 | 3,237 | |
Impairment expense | [1] | 0 | 96,623 |
Research and development | 4,979 | 4,941 | |
Operating income (loss) | (15,548) | (146,448) | |
Interest expense, net | 10,699 | 8,219 | |
Other (income) expense, net | 1,503 | (16,075) | |
Income (loss) before income taxes | (27,750) | (138,592) | |
Income tax expense (benefit) | (486) | (7,972) | |
Net income (loss) | (27,264) | (130,620) | |
Net income (loss) attributable to noncontrolling interests | (1) | (3) | |
Net income (loss) attributable to Redwire Corporation | (27,263) | (130,617) | |
Less: dividends on Convertible Preferred Stock | 20,021 | 1,760 | |
Net income (loss) available to common shareholders | $ (47,284) | $ (132,377) | |
Net income (loss) per common share: | |||
Basic (in dollars per share) | $ (0.73) | $ (2.09) | |
Diluted (in dollars per share) | $ (0.73) | $ (2.09) | |
Weighted-average shares outstanding: | |||
Basic (in shares) | 64,654,153 | 63,324,416 | |
Diluted (in shares) | 64,654,153 | 63,324,416 | |
Comprehensive income (loss): | |||
Net income (loss) | $ (27,263) | $ (130,617) | |
Foreign currency translation gain (loss), net of tax | 830 | 1,987 | |
Total other comprehensive income (loss), net of tax | 830 | 1,987 | |
Total comprehensive income (loss) | $ (26,433) | $ (128,630) | |
[1] Please refer to Note T – Impairment Expense for additional information. |
CONSOLIDATED STATEMENTS OF CHAN
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 | |||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | $ 107,222 | $ 107,222 | $ 6 | $ 0 | $ 183,024 | $ (75,911) | $ 103 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation expense | 10,786 | 10,786 | 10,786 | |||||
Common stock issued under the committed equity facility (in shares) | 909,669 | |||||||
Common stock issued under the committed equity facility | 3,047 | 3,047 | 3,047 | |||||
Committed equity facility fee settled in common stock (in shares) | 127,751 | |||||||
Committed equity facility fee settled in common stock | 756 | 756 | 756 | |||||
Common stock issued for share-based awards (in shares) | 427,941 | |||||||
Shares repurchased for settlement of employee tax withholdings on share-based awards (in shares) | 141,811 | |||||||
Shares repurchased for settlement of employee tax withholdings on share-based awards | (381) | (381) | $ (381) | |||||
Noncontrolling interests acquired in business combination | 215 | 215 | ||||||
Convertible preferred stock paid-in-kind dividend | 0 | |||||||
Foreign currency translation, net of tax | 1,987 | 1,973 | 1,973 | 14 | ||||
Net income (loss) | (130,620) | (130,617) | (130,617) | (3) | ||||
Other (in shares) | 124,401 | |||||||
Other | $ 513 | 513 | 513 | |||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 64,280,631 | 64,280,631 | ||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2022 | 141,811 | 141,811 | ||||||
Ending 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 | 8,658 | 8,658 | 8,658 | |||||
Common stock issued under the committed equity facility (in shares) | 497,392 | |||||||
Common stock issued under the committed equity facility | 1,280 | 1,280 | 1,280 | |||||
Common stock issued for share-based awards (in shares) | 768,151 | |||||||
Common stock issued for share-based awards | 1 | 1 | $ 1 | |||||
Shares repurchased for settlement of employee tax withholdings on share-based awards (in shares) | 211,659 | |||||||
Shares repurchased for settlement of employee tax withholdings on share-based awards | (570) | (570) | $ (570) | |||||
Convertible preferred stock paid-in-kind dividend | (19,741) | (19,741) | (19,741) | |||||
Foreign currency translation, net of tax | 830 | 827 | 827 | 3 | ||||
Net income (loss) | $ (27,264) | (27,263) | (27,263) | (1) | ||||
Common stock, ending balance (in shares) at Dec. 31, 2023 | 65,546,174 | 65,546,174 | ||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2023 | 353,470 | 353,470 | ||||||
Ending balance at Dec. 31, 2023 | $ (43,281) | $ (43,509) | $ 7 | $ (951) | $ 188,323 | $ (233,791) | $ 2,903 | $ 228 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ (27,264) | $ (130,620) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 10,724 | 11,288 | |
Amortization of debt issuance costs and discount | 608 | 490 | |
Equity-based compensation expense | 8,658 | 10,786 | |
(Gain) loss on change in fair value of committed equity facility | 255 | 631 | |
(Gain) loss on change in fair value of warrants | 2,011 | (17,784) | |
Deferred provision (benefit) for income taxes | (925) | (8,238) | |
Impairment expense | [1] | 0 | 96,623 |
Income from equity method investments | (245) | (58) | |
Non-cash lease expense | 327 | 264 | |
Non-cash interest expense | 525 | 690 | |
Other | (238) | 208 | |
Changes in assets and liabilities: | |||
(Increase) decrease in accounts receivable | (5,562) | (6,646) | |
(Increase) decrease in contract assets | (5,442) | 813 | |
(Increase) decrease in inventory | (44) | (978) | |
(Increase) decrease in prepaid insurance | 1,157 | 579 | |
(Increase) decrease in prepaid expenses and other assets | (928) | 266 | |
Increase (decrease) in accounts payable and accrued expenses | (3,280) | (1) | |
Increase (decrease) in deferred revenue | 22,736 | 8,270 | |
Increase (decrease) in operating lease liabilities | (325) | 0 | |
Increase (decrease) in other liabilities | (960) | 1,760 | |
Increase (decrease) in notes payable to sellers | (557) | 0 | |
Net cash provided by (used in) operating activities | 1,231 | (31,657) | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | 0 | (33,230) | |
Purchases of property, plant and equipment, net | (5,620) | (3,626) | |
Purchase of intangible assets | (2,707) | (526) | |
Net cash provided by (used in) investing activities | (8,327) | (37,382) | |
Cash flows from financing activities: | |||
Proceeds received from debt | 36,696 | 22,696 | |
Repayments of debt | (26,683) | (23,658) | |
Payment of debt issuance fees to third parties | (163) | (1,254) | |
Repayment of finance leases | (395) | (55) | |
Proceeds from issuance of common stock | 1,241 | 2,956 | |
Payment of committed equity facility transaction costs | (571) | (161) | |
Proceeds from issuance of convertible preferred stock | 0 | 81,250 | |
Payments of issuance costs related to convertible preferred stock | (52) | (4,833) | |
Shares repurchased for settlement of employee tax withholdings on share-based awards | (570) | (381) | |
Payment of contingent earnout | (443) | 0 | |
Net cash provided by (used in) financing activities | 9,060 | 76,560 | |
Effect of foreign currency rate changes on cash and cash equivalents | (2) | 272 | |
Net increase (decrease) in cash and cash equivalents | 1,962 | 7,793 | |
Cash and cash equivalents at beginning of period | 28,316 | 20,523 | |
Cash and cash equivalents at end of period | $ 30,278 | $ 28,316 | |
[1] Please refer to Note T – Impairment Expense for additional information. |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note A – Description of the Business Redwire Corporation (the “Company”) provides mission critical space solutions and high-reliability space infrastructure for the next generation space economy. The Company develops and provides core space infrastructure offerings for government and commercial customers through long-duration projects. These core offerings include technologies and production capability for avionics and sensors; power generation; structures and mechanisms; radio frequency systems; platforms, payloads and missions; and microgravity payloads. The Company serves both U.S. and international customers with these core offerings that have civil space, national security and commercial applications, with principal customers being agencies of the U.S. and European governments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The Company uses a fiscal year ending on December 31 st of each year. The Company consolidates all entities that are controlled by ownership of a majority voting interest. Additionally, there are situations in which consolidation is required even though the usual condition of consolidation does not apply. Generally, this occurs when an entity holds an interest in another business entity that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity’s voting interests in, and its exposure to the economic risks and potential rewards of, the other business entity. This disproportionate relationship results in what is known as a variable interest, and the entity in which the Company has the variable interest is referred to as a Variable Interest Entity (“VIE”). An entity must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Please refer to Note V – 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 these estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results could differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, valuation of goodwill and intangible assets, contingent consideration, revenue recognition, income taxes, certain equity-based compensation awards, post-retirement benefit plans, paid-in-kind dividends, and warrant liabilities. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has concluded that it operates in one operating segment and one reportable segment, space infrastructure, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Business Combinations The Company utilizes the acquisition method of accounting for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is identified. Transaction costs that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Contingent consideration is classified as a liability or as equity on the basis of the definitions of a financial liability and an equity instrument; contingent consideration payable in cash is classified as a liability. The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs (as defined in the Fair Value of Financial Instruments policy below). When reported, any changes in the fair value of these contingent consideration payments are included in contingent earnout expense on the consolidated statements of operations and comprehensive income (loss). Please refer to Note C – Business Combinations for additional information related to the Company’s business combinations. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities, including, but not limited to, contingent consideration, at fair value. A hierarchy of valuation techniques is based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy: Level 1: Quoted prices for identical instruments in active markets; Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Foreign Currency Translation The Company’s consolidated financial statements are presented in U.S. dollars (“USD”), which is the functional currency of the Company. The local currency of our operations in Luxembourg and Belgium, the euro, is considered to be the functional currency of those operations. Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is the local currency, are translated into USD at exchange rates effective as of the balance sheet date. Revenues and expenses are translated using average exchange rates in effect for the periods presented. Balance sheet translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, cash balances with banks and similar institutions and all highly liquid investments with an original maturity of three months or less. The table below presents supplemental cash flow information during the following periods: Year Ended December 31, 2023 December 31, 2022 Supplemental cash flow information: Cash paid (received) during the period for: Interest $ 9,082 $ 6,868 Income taxes — — Non-cash investing and financing activities: Convertible Preferred Stock dividends paid-in-kind $ 19,741 $ — Capital expenditures not yet paid 1,321 1,209 Equity financing transaction costs not yet paid — 622 Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, certificates of deposit, accounts receivable and contract assets. The Company places its cash and cash equivalents with financial institutions of high-credit quality. At times, such amounts may exceed federally insured limits. Cash and cash equivalents on deposit or invested with financial and lending institutions was $30.3 million and $28.3 million, as of December 31, 2023 and December 31, 2022, respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable and contract assets are stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, age of outstanding accounts receivable and any applicable collateral. Inventory Inventory is stated at the lower of cost or net realizable value. Cost is calculated on a first-in, first-out (“FIFO”) basis. Inventory may consist of raw materials, work-in-process, and finished goods. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expense. Inventory is impaired when it is probable that inventory values exceed their net realizable value. Changes in these estimates are included in cost of sales in the consolidated statements of operations and comprehensive income (loss). Property, Plant and Equipment Property, plant and equipment are the long-lived, physical assets of the Company, acquired for use in the Company’s normal business operations and not intended for resale by the Company. These assets are recorded at cost. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures that increase the efficiency of the assets are expensed as incurred. The Company occasionally designs and builds its own machinery. The cost of these projects, including direct material and labor, and other indirect costs attributable to the construction, are capitalized as construction in progress. No provision for depreciation is made on construction in progress until the related assets are completed and placed in service. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative expenses or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under finance leases. Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease lease term As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). The Company regularly evaluates its property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the Company determines that the carrying amount of an asset or asset group is not recoverable based upon the undiscounted expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. During 2023, the Company identified no triggering events and therefore, no quantitative impairment assessment was performed on its long-lived assets. During 2022, the Company identified triggering events and performed impairment assessments on its long-lived asset groups. Please refer to Note G – Property, Plant and Equipment, net and Note T – Impairment Expense for additional information. Leases The Company is obligated under certain operating and finance leases for its facilities, vehicles and office equipment. The Company assesses whether an arrangement is a lease or contains a lease at inception of the arrangement. For arrangements considered leases, the Company assesses the lease for finance or operating classification and records a right-of-use (“ROU”) asset and lease liability as of the commencement date. The Company uses the date of initial possession as the lease commencement date, which is generally when the underlying asset becomes available for the Company’s specific use. The Company’s operating leases are included in right-of-use assets, short-term operating lease liabilities and long-term operating lease liabilities on the consolidated balance sheets. The Company’s finance leases consist primarily of vehicles and are included in property, plant and equipment, net, short-term finance lease liabilities and long-term finance lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use the underlying asset for the lease term and are amortized over the shorter of the useful life of the asset and the lease term. Lease liabilities represent the present value of the Company’s obligations to make payments arising over the lease term. The present value of the lease payments is calculated using the incremental borrowing rate as of the lease commencement date, which reflects the fixed rate the Company would have to pay to borrow an amount equal to the future minimum lease payments over a similar term. Operating lease expense includes the sum of imputed interest expense and the amortization of ROU assets. For finance leases, interest is recognized and presented separately in interest expense, net on the consolidated statements of operations and comprehensive income (loss). The lease term includes renewal options which are reasonably certain to be exercised. Lease and non-lease related components, such as common area maintenance costs, obligations to return the underlying asset to its original condition, or costs to dismantle and remove the underlying asset at the end of the term, are accounted for separately. Certain leasing arrangements contain predetermined fixed escalation of minimum rents and/or require variable payments, such as insurance and tax payments. Variable lease payments which depend on an index or other rate are initially measured using the index or rate at the commencement date and included in the measurement of the ROU asset and lease liability. The subsequent change in lease payments as a result of a change in the index or other rate are recognized as expense in the period in which the payment occurs. The Company does not have any material restrictions or covenants in its lease agreements, sale leaseback transactions or residual value guarantees. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets and are recognized as lease expense on a straight-line basis in the consolidated statements of operations and comprehensive income (loss). During 2023, the Company identified no triggering events and therefore, no quantitative impairment assessment was performed on its right-of-use assets. During 2022, the Company identified triggering events and performed impairment assessments on its long-lived asset groups, including right-of-use assets. Please refer to Note K – Leases and Note T – Impairment Expense for additional information. Intangible Assets, including Goodwill The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Intangible assets include those acquired from the Company’s various business combinations as well as licensed software for internal-use. Licensed software is acquired solely to meet the Company’s internal needs which provides the right to take possession of the software and is hosted on the Company’s specific hardware components, as well as the capitalization of qualifying costs during the application development stage. Indefinite-lived intangible assets include tradenames and in-process research and development (“IPR&D”). Finite-lived intangible assets include customer relationships, technology, trademarks, and internal-use software. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible assets are consumed. IPR&D is recognized as an indefinite-lived intangible asset until completion or abandonment of the related project, then reclassified as a finite-lived intangible asset and amortized over the remaining useful life. Acquired intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing or more frequently if events or a change in circumstance indicate that it is more likely than not that the asset is impaired. This testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired, consistent with the methodologies previously disclosed for Property, plant and equipment. Goodwill is the amount by which the purchase price exceeded the fair value of the net identifiable assets acquired and liabilities assumed in a business combination on the date of acquisition. The Company’s goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit. The Company has four reporting units, Mission Solutions, Space Components, Engineering Services and Redwire Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings. The Company tests goodwill for impairment annually as of October 1 st or when events and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company first assesses goodwill for impairment on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where the qualitative analysis (Step 0) indicates that it is more likely than not that the fair value of a reporting unit does not exceed its carrying value, the Company would perform a quantitative analysis (Step 1) and the goodwill impairment loss, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. In general, the Company performs a quantitative test for most reporting units at least once every three years, or more frequently if deemed necessary by Management. The Company estimates the fair value of each reporting unit using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and transaction multiples. The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and cash flows with consideration for other factors, such as general market conditions, U.S. and foreign government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance. The discount rates utilized in the DCF analysis are based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of debt and equity components within the Company’s existing capital structure and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit includes the assets and liabilities employed in its operations, goodwill and allocations of certain assets and liabilities held at the corporate level. The Company compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. During 2023, the Company performed its annual impairment tests and concluded there were no indicators that the fair value of any reporting unit was more likely than not below carrying value. Therefore, no quantitative assessment was performed and no goodwill impairment was recognized during 2023. During 2022, the Company performed its annual impairment tests as well as an interim assessment on its intangible assets, including goodwill. Please refer to Note H – Intangible Assets, net, Note I – Goodwill, and Note T – Impairment Expense for additional information. Equity Method Investments Investments where the Company has the ability to exercise significant influence, but does not have control of the investee, are accounted for under the equity method of accounting and presented as equity method investments on the consolidated balance sheets. Significant influence typically exists if the Company has a 20% to 50% ownership interest in the investee. Under this method of accounting, the Company’s share of the net earnings or losses of the investee is included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss) since the activities of the investee are not closely aligned with the operations of the Company’s business. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Please refer to Note V – Joint Venture for additional information. Derivative Financial Instruments The Company evaluates its convertible instruments, options, warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives. The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities, or equity, is reassessed at the end of each reporting period. For equity-linked financial instruments, the Company must determine whether the underlying instrument is indexed to its own common stock in order to classify the derivative instrument as equity. Otherwise, the derivative asset or liability, including embedded derivatives discussed below, is recognized at fair value with subsequent changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss). Private Warrants Classification of the Company’s private warrants is based on management’s analysis of the guidance described above and a statement issued by the Staff of the Securities and Exchange Commission (“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 determined that the private warrants meet the definition of a derivative and, therefore, are classified as a liability measured at fair value, subject to remeasurement at each reporting period. The Company measures the private warrant liability at fair value each reporting period with the change in fair value recorded as other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Hybrid instruments Hybrid instruments issued in the form of a share requires bifurcation of embedded features if (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The nature of the host instrument is therefore evaluated to determine if it is more akin to a debt-like or equity-like host. In this assessment, the Company considers the stated and implied substantive features of the contract as well as the economic characteristics and risks of the hybrid instrument. Each term and feature is then weighed based on the relevant facts and circumstances to determine the nature of the host contract. Terms and features of the hybrid instrument (i.e. embedded derivatives) are then assessed to determine if they must be bifurcated and separately accounted for as freestanding derivatives. Examples of embedded derivatives include, among others, conversion options, redemption features, make-whole provisions, contingent increases in dividend rates and participation rights. Convertible Preferred Stock Accounting for convertible instruments and contracts in the Company’s own equity requires an evaluation of the hybrid security to determine if liability classification is required. Liability classification is required for freestanding financial instruments that are not debt in legal form and are: (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets (i.e. mandatorily redeemable), (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives (if any). Subsequent measurement of the carrying value is not required until such time that the contingencies are resolved and reclassification as a liability is required. Revenue Recognition The Company’s contracts are subject to revenue recognition using a five-step model, which involves (i) identification of the contract, (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations, and (v) revenue recognition as the performance obligations are satisfied. During step one of the five-step model, the Company considers whether contracts should be combined or separated, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment is involved in determining whether a group of contracts may be combined or separated based on how the arrangement and the related performance criteria were negotiated. The conclusion to combine a group of contracts or separate a contract could change the amount of revenue and gross profit recorded in a given period. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company’s contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. The Company’s revenues are derived from the design and sales of components for spacecraft and satellites and the performance of engineering, modeling and simulation services related to spacecraft design and mission execution. Each promised good or service within a contract is accounted for separately, if they are distinct. Promised goods or services not meeting the criteria for being a distinct performance obligation are bundled into a single performance obligation with other goods or services that together meet the criteria for being distinct. The appropriate allocation of the transaction price and recognition of revenue is then applied for the bundled performance obligation. The Company has concluded that its service contracts generally contain a single performance obligation given the interrelated nature of the activities which are significantly customized and not distinct within the context of the contract. Once the Company identifies the performance obligations, it determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Company’s contracts generally do not contain penalties, credits, price concessions, or other types of potential variable consideration. Prices are fixed at contract inception and are not contingent on performance or any other criteria. The Company engages in long-term contracts for production and service activities and recognizes revenue for performance obligations over time. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. These contracts include both firm-fixed-price (“FFP”) and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee (“CPFF”) and time-and-material (“T&M”) contracts. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. For FFP and CPFF contracts, revenue is recognized over time (versus point in time recognition), as the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date, and the customer receives the benefit as the Company builds the asset. For T&M contracts, the Company recognizes revenue in the amount for which the Company has a right to invoice the customer based on the control transferred to the customer. For long-term contracts, the Company typically recognizes revenue using the input method, using a cost-to-cost measure of progress. The Company believes that this method represents the most faithful depiction of the Company’s performance becaus |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 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 Purchase consideration $ 36,930 Assets: Cash $ 3,700 Accounts receivable and other receivable 3,606 October 31, 2022 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 215 Goodwill $ 17,858 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 During the year ended December 31, 2023, the Company recorded a non-cash measurement period adjustment to goodwill of $0.5 million, which increased the balance of goodwill to $17.9 million as of December 31, 2023. The fair value of the acquired 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. The results of operations of Space NV for the period from October 31, 2022 to December 31, 2022 have been included in the results of operations for the year ended December 31, 2022. The table below presents the post-acquisition revenues, net income (loss) attributable to Redwire Corporation, and acquisition-related costs (included in transaction expenses) of Space NV included in the consolidated statements of operations and comprehensive income (loss) for the following period: December 31, 2022 Post-acquisition revenues $ 11,658 Net income (loss) attributable to Redwire Corporation $ (294) Transaction expenses $ 3,112 Pro Forma Financial Data (Unaudited) The table below presents the pro forma combined results of operations for the business combination for the year ended December 31, 2022 as though the acquisition of Space NV had been completed as of January 1, 2021. Year Ended December 31, 2022 Revenues $ 207,761 Net income (loss) attributable to Redwire Corporation (129,645) 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 during the year ended December 31, 2023 and $3.2 million of costs during the year ended December 31, 2022, related to completed acquisitions as of the respective periods. Costs incurred in 2022 were attributable to the Redwire Space Technologies, Inc. (f/k/a Techshot, Inc.) (“Techshot”) and Space NV acquisitions. These expenses are included in transaction expenses on the consolidated statements of operations and comprehensive income (loss) and are also reflected in the pro forma results for the periods presented in the table above. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note D – Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, contract assets, inventories, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue and other current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. The fair value of the Company’s debt approximates its carrying value and is classified as Level 2 within the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. Contingent Consideration As of December 31, 2022, contingent consideration consisted of estimated future payments related to the Company’s acquisition of Redwire Space Solutions, LLC (f/k/a Roccor, LLC) (“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 consolidated balance sheets. Significant changes in the significant unobservable inputs used in the Black-Scholes OPM to determine the fair value of contingent consideration would result in a significantly lower or higher fair value measurement. The Company adjusts the previous fair value estimate of contingent consideration at each reporting period based on changes in forecasted financial performance and overall risk as well as the period of time elapsed. The purchase agreement with the sellers of Roccor awarded such sellers with a contingent right to an earnout payment from the Company upon the achievement of certain revenue milestones for the year ended December 31, 2021. The earnout amount was 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 December 31, 2023, there was no additional contingent consideration payable to the Roccor sellers. Committed Equity Facility On April 14, 2022, the Company entered into a common stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, LLC (“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 New York Stock Exchange (“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 Securities and Exchange Commission (“SEC”) on April 22, 2022, as amended by Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed on June 8, 2023, 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. During the year ended December 31, 2023, the Company sold 497,392 shares to B. Riley for net proceeds of $1.2 million. The VWAP of shares purchased by B. Riley ranged from $2.43 to $3.12 per share during the year ended December 31, 2023. Based on the December 31, 2023 closing price of $2.85 per share and registered shares available for purchase under the committed equity facility of 7,592,939, the Company had $21.6 million of unused capacity under the committed equity facility as of December 31, 2023. 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 of the private warrant liability were an increase of $2.0 million and a decrease of $17.8 million for the year ended December 31, 2023 and 2022, respectively. These changes in fair value are recognized as other (income) expense, net 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: December 31, 2023 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 $ 2.85 $ 1.98 Expected option term 2.67 years 3.67 years Expected volatility 74.20 % 60.70 % Risk-free rate of return 4.00 % 4.10 % Expected annual dividend yield — % — % The table below presents the Company’s financial instruments measured at fair value on a recurring basis: December 31, 2023 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Committed equity facility Prepaid expenses and other current assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — 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, 2021 $ — $ — Additions 756 756 Changes in fair value (540) (540) Settlements — — December 31, 2022 $ 216 $ 216 Additions — — Changes in fair value (216) (216) Settlements — — December 31, 2023 $ — $ — Liabilities: Contingent Consideration Private Total December 31, 2021 $ 1,000 $ 19,098 $ 20,098 Additions — — — Changes in fair value — (17,784) (17,784) Settlements — — — December 31, 2022 $ 1,000 $ 1,314 $ 2,314 Additions — — — Changes in fair value — 2,011 2,011 Settlements (1,000) — (1,000) December 31, 2023 $ — $ 3,325 $ 3,325 |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, net | Note E – Accounts Receivable, net The accounts receivable, net balance was as follows: December 31, December 31, Billed receivables $ 28,926 $ 25,518 Unbilled receivables 3,485 1,208 Total accounts receivable, net $ 32,411 $ 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 | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note F – Inventory The inventory balance was as follows: December 31, December 31, Raw materials $ 1,452 $ 995 Work in process 64 474 Inventory $ 1,516 $ 1,469 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Note G – Property, Plant and Equipment, net Property, plant and equipment, net were as follows: December 31, 2023 December 31, 2022 United States Europe Total United States Europe Total Computer equipment $ 1,755 $ 559 $ 2,314 $ 1,256 $ 252 $ 1,508 Furniture and fixtures 1,181 39 1,220 1,062 38 1,100 Laboratory equipment 5,086 594 5,680 3,646 483 4,129 Leasehold improvements 2,764 4,683 7,447 2,229 4,475 6,704 Finance lease ROU assets — 2,004 2,004 — 944 944 Construction in process 3,782 — 3,782 1,408 — 1,408 Property, plant and equipment, gross 14,568 7,879 22,447 9,601 6,192 15,793 Less: accumulated depreciation (4,631) (1,907) (6,538) (2,785) (247) (3,032) Total property, plant and equipment, net $ 9,937 $ 5,972 $ 15,909 $ 6,816 $ 5,945 $ 12,761 There was no impairment recognized related to property, plant and equipment during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $13.1 million related to certain property, plant and equipment asset groups within the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment. The table below presents the depreciation expense related to property, plant and equipment for the following periods: Year Ended December 31, 2023 December 31, 2022 Depreciation expense $ 3,512 $ 3,325 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note H – Intangible Assets, net The intangible assets gross carrying amount and accumulated amortization were as follows: December 31, 2023 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,824 $ (6,181) $ 33,643 21 Technology 32,861 (8,833) 24,028 15 Trademarks 3,172 (1,684) 1,488 9 Internal-use software licenses 3,256 (1,811) 1,445 4 In-process internal-use software 2,081 — 2,081 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D — — — Total intangible assets $ 81,494 $ (18,509) $ 62,985 December 31, 2022 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,593 $ (4,037) $ 35,556 21 Technology 30,954 (5,012) 25,942 13 Trademarks 3,172 (1,278) 1,894 7 Internal-use software licenses 2,387 (920) 1,467 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 1,712 — 1,712 Total intangible assets $ 78,118 $ (11,247) $ 66,871 There was no impairment recognized related to intangible assets during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $30.9 million related to intangible assets within the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment. The table below presents the amortization expense related to intangible assets for the following periods: Year Ended December 31, 2023 December 31, 2022 Amortization expense $ 7,212 $ 7,963 The table below presents the future amortization expense on intangible assets as of December 31, 2023: Year Total 2024 $ 6,816 2025 5,968 2026 5,465 2027 5,111 2028 4,743 Thereafter 32,501 Total future amortization expense on intangible assets $ 60,604 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note I – Goodwill The changes in the carrying amount of goodwill were as follows: Gross Goodwill Accumulated Impairment Net Goodwill Balance of goodwill as of December 31, 2021 $ 96,314 $ — $ 96,314 Goodwill arising from the Space NV acquisition 17,313 — 17,313 Impairment expense — (49,916) (49,916) Change arising from impact of foreign currency 907 — 907 Balance of goodwill as of December 31, 2022 $ 114,534 $ (49,916) $ 64,618 Measurement period adjustment - Space NV 545 — 545 Change arising from impact of foreign currency 808 (214) 594 Balance of goodwill as of December 31, 2023 $ 115,887 $ (50,130) $ 65,757 During the year ended December 31, 2023, the Company settled the net working capital adjustment with the seller and finalized its settlement with Redu Space Service SA/NV (“RSS”) related to the transfer of all maintenance and operations services (“M&O Services”) in April 2022 from Redu Operation Services SA/NV (“ROS”) to RSS, including personnel, and the termination of the subcontractor relationship between ROS and RSS. These settlements resulted in non-cash measurement period adjustments to the estimate of amounts receivable from the seller, accounts receivable, prepaid and other assets, accounts payable, accrued expenses, other current liabilities with a corresponding adjustment to goodwill as of the acquisition date. There was no impairment recognized related to goodwill during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $49.9 million related to goodwill on the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note J – Debt The table below presents details of the Company’s debt as of the following periods and the effective interest rate as of December 31, 2023: Effective interest rate December 31, December 31, Adams Street Term Loan 12.27 % $ 30,522 $ 30,626 Adams Street Revolving Credit Facility 16.71 12,000 — Adams Street Delayed Draw Term Loan 12.27 14,769 14,819 Adams Street Incremental Term Loan 12.14 31,588 31,695 D&O Financing Loans 1.92 598 1,798 Total debt 89,477 78,938 Less: unamortized discounts and issuance costs 1,257 1,615 Total debt, net 88,220 77,323 Less: Short-term debt, including current portion of long-term debt 1,378 2,578 Total long-term debt, net $ 86,842 $ 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 December 31, 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 $30.0 million revolving credit facility commitment, all of which mature on October 28, 2026. During the year ended December 31, 2023, the Company borrowed $35.5 million and repaid $23.5 million on the revolving credit facility. As of December 31, 2023, the Company had $12.0 million of borrowings outstanding under the Company’s revolving credit facility and the remaining capacity was $18.0 million. As of December 31, 2023, the outstanding principal on the Adams Street Credit Agreement incurs cash interest in accordance with the prime rate plus the applicable rates as set forth in the table below: 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 March 2022, AE Industrial Partners Fund II, LP (“AEI”) and certain of its affiliates (the “AEI Guarantors”), provided a limited guarantee for the payment of outstanding revolving loans in excess of $10.0 million, with a $15.0 million cap in the aggregate. In the event that the AEI Guarantors are required to make payments to the lenders under the Adams Street Capital Credit Agreement pursuant to the terms of the limited guarantee, each AEI Guarantor would be subrogated to the rights of the lenders. In connection with the limited guarantee, the Company agreed to pay to the AEI Guarantors, a fee equal to 2% of any amount actually paid by such guarantors under the limited guarantee. The fee is waivable by the AEI Guarantors at their discretion. As amended in August 2022, the outstanding principal on the term loans and revolving loans under the Adams Street Credit Agreement 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 resumed with the fiscal quarter ending December 31, 2023. In addition, the Company was 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 second quarter of 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, is no longer in effect and the Company is required to comply with the consolidated total net leverage ratio as of December 31, 2023. There was $0.5 million and $0.7 million accrued PIK interest on the Adams Street Credit Agreement recorded during the year ended December 31, 2023 and 2022, respectively. 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. In December 2023, the Company entered into a Seventh Amendment to the Adams Street Credit Agreement, in which the commitments under the revolving credit facility increased from $25.0 million to $30.0 million. The Adams Street Capital Credit Agreement, as amended, contains certain customary representations and warranties, affirmative and other covenants and events of default, including among other things, payment defaults, breach of representations and warranties, and covenant defaults. As of December 31, 2023 and 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. On September 3, 2023, the Company entered into a $1.2 million loan with AFCO Credit Corporation (the “2023 D&O Financing Loan”) to finance the Company’s directors and officers insurance premium. The 2023 D&O Financing Loan has an interest rate of 7.39% per annum and a maturity date of March 3, 2024. The maturities of the Company’s long-term debt outstanding as of December 31, 2023 are as follows: 2024 2025 2026 2027 2028 Thereafter Total Adams Street Term Loan $ 310 $ 310 $ 29,902 $ — $ — $ — $ 30,522 Adams Street Delayed Draw Term Loan 150 150 14,469 — — — 14,769 Adams Street Incremental Term Loan 320 320 30,948 — — — 31,588 Adams Street Revolving Credit Facility — — 12,000 — — — 12,000 2022 D&O Financing Loan 598 — — — — — 598 Total long-term debt maturities $ 1,378 $ 780 $ 87,319 $ — $ — $ — $ 89,477 The table below presents the interest expense on debt, including the amortization of discounts and issuance costs for the following periods: Year Ended December 31, 2023 December 31, 2022 Interest expense on debt $ 10,702 $ 8,220 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note K – Leases The Company has entered into and acquired long-term leasing arrangements for the right to use various classes of underlying assets, including facilities, vehicles and office equipment. Certain facility leases contain predetermined fixed escalation of minimum rents at stated rates ranging from 2.00% to 4.00% per annum and three leases with annual escalations based on certain price indices. In addition, certain facility leases include renewal options that could extend the lease term for up to an additional ten years. The office equipment lease contains a renewal option that could extend the lease to consecutive 60-day terms and a purchase option. Total Lease Costs The following table summarizes total lease costs for the period: Year Ended December 31, 2023 December 31, 2022 Finance lease cost: Amortization of ROU assets $ 434 $ 54 Interest on lease liabilities 98 6 Operating lease costs 4,251 3,339 Variable lease costs 29 — Short-term lease costs 230 251 Total lease costs $ 5,042 $ 3,650 Total lease costs are included in selling, general and administrative expenses and cost of sales on the consolidated statements of operations and comprehensive income (loss). There was no impairment recognized related to ROU assets during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $2.7 million related to certain ROU assets within the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment. Supplemental Balance Sheet Information The following table presents supplemental balance sheet information related to the Company’s operating and finance leases: December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Right-of-use assets, net reflected in the following balance sheet line items: Property, plant and equipment, net $ — $ 1,551 $ — $ 899 Right-of-use assets 13,181 — 13,103 — Total right-of-use assets $ 13,181 $ 1,551 $ 13,103 $ 899 Current lease balance reflected in the following balance sheet line items: Short-term operating lease liabilities $ 3,737 $ — $ 3,214 $ — Short-term finance lease liabilities — 439 — 299 Non-current lease balance reflected in the following balance sheet line items: Long-term operating lease liabilities 12,302 — 12,670 — Long-term finance lease liabilities — 1,137 — 579 Total lease liabilities $ 16,039 $ 1,576 $ 15,884 $ 878 Other Supplemental Information The following table presents other supplemental information related to the Company’s leases: Year Ended December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 4,273 $ 492 $ 3,076 $ 61 Right-of-use assets obtained in exchange for new lease liabilities 3,418 1,167 8,615 944 Weighted average remaining lease term (in years) 4.4 3.8 4.8 3.1 Weighted average discount rate 6.3 % 8.4 % 5.6 % 9.3 % Future Lease Obligations As of December 31, 2023, the future annual minimum lease payments for lease liabilities are as follows: Year Operating Leases Finance Leases 2024 $ 4,582 $ 564 2025 4,098 479 2026 3,509 363 2027 3,371 289 2028 1,852 136 Thereafter 1,572 — Total lease payments 18,984 1,831 Less: imputed interest 2,945 255 Present value of lease liabilities $ 16,039 $ 1,576 |
Leases | Note K – Leases The Company has entered into and acquired long-term leasing arrangements for the right to use various classes of underlying assets, including facilities, vehicles and office equipment. Certain facility leases contain predetermined fixed escalation of minimum rents at stated rates ranging from 2.00% to 4.00% per annum and three leases with annual escalations based on certain price indices. In addition, certain facility leases include renewal options that could extend the lease term for up to an additional ten years. The office equipment lease contains a renewal option that could extend the lease to consecutive 60-day terms and a purchase option. Total Lease Costs The following table summarizes total lease costs for the period: Year Ended December 31, 2023 December 31, 2022 Finance lease cost: Amortization of ROU assets $ 434 $ 54 Interest on lease liabilities 98 6 Operating lease costs 4,251 3,339 Variable lease costs 29 — Short-term lease costs 230 251 Total lease costs $ 5,042 $ 3,650 Total lease costs are included in selling, general and administrative expenses and cost of sales on the consolidated statements of operations and comprehensive income (loss). There was no impairment recognized related to ROU assets during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $2.7 million related to certain ROU assets within the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment. Supplemental Balance Sheet Information The following table presents supplemental balance sheet information related to the Company’s operating and finance leases: December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Right-of-use assets, net reflected in the following balance sheet line items: Property, plant and equipment, net $ — $ 1,551 $ — $ 899 Right-of-use assets 13,181 — 13,103 — Total right-of-use assets $ 13,181 $ 1,551 $ 13,103 $ 899 Current lease balance reflected in the following balance sheet line items: Short-term operating lease liabilities $ 3,737 $ — $ 3,214 $ — Short-term finance lease liabilities — 439 — 299 Non-current lease balance reflected in the following balance sheet line items: Long-term operating lease liabilities 12,302 — 12,670 — Long-term finance lease liabilities — 1,137 — 579 Total lease liabilities $ 16,039 $ 1,576 $ 15,884 $ 878 Other Supplemental Information The following table presents other supplemental information related to the Company’s leases: Year Ended December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 4,273 $ 492 $ 3,076 $ 61 Right-of-use assets obtained in exchange for new lease liabilities 3,418 1,167 8,615 944 Weighted average remaining lease term (in years) 4.4 3.8 4.8 3.1 Weighted average discount rate 6.3 % 8.4 % 5.6 % 9.3 % Future Lease Obligations As of December 31, 2023, the future annual minimum lease payments for lease liabilities are as follows: Year Operating Leases Finance Leases 2024 $ 4,582 $ 564 2025 4,098 479 2026 3,509 363 2027 3,371 289 2028 1,852 136 Thereafter 1,572 — Total lease payments 18,984 1,831 Less: imputed interest 2,945 255 Present value of lease liabilities $ 16,039 $ 1,576 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Warrants | Note L – Warrants Public Warrants Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on September 2, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days prior written notice of redemption; and (4) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the 3 rd trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including a consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares. As of December 31, 2023 and 2022, there were 8,188,811, respectively, public warrants issued and outstanding . Private Warrants The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than the original holders or their respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The original holders and their respective permitted transferees have the option to exercise the private placement warrants on a cashless basis. As of December 31, 2023 and 2022, there were 7,732,168, respectively, private warrants issued and outstanding . Refer to Note D – Fair Value of Financial Instruments for information on the Level 3 inputs used to value the private warrants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note M – Income Taxes The table below presents the current and deferred components of income tax expense (benefit) for the following periods: Year Ended December 31, 2023 December 31, 2022 Current: Federal $ — $ — State (73) 33 Foreign 512 259 Total current income tax expense (benefit) 439 292 Deferred: Federal 48 (6,317) State 62 (1,963) Foreign (1,035) 16 Total deferred income tax expense (benefit) (925) (8,264) Total income tax expense (benefit) $ (486) $ (7,972) A reconciliation of the U.S. federal statutory income tax expense to actual income tax expense is as follows: Year Ended December 31, 2023 December 31, 2022 Income (loss) before income taxes $ (27,750) $ (138,592) Federal statutory income tax rate 21.0 % 21.0 % Expected federal provision (benefit) for income taxes at the federal statutory income tax rate (5,828) (29,104) State income tax (benefit), net of federal tax benefit (1,190) (5,394) Change in fair value of warrants 422 (3,735) Nondeductible impairment of goodwill — 10,483 Permanent differences 136 226 Tax (benefits) / non-deductible expenses related to equity-based compensation 984 1,784 Acquisition costs — 620 Change in valuation allowance 4,808 18,498 Other 182 (1,350) Total income tax expense (benefit) $ (486) $ (7,972) Effective tax rate 1.8 % 5.8 % The effective tax rate for 2023 differs from the U.S. federal income tax rate of 21.0% primarily due to equity-based compensation, state income tax expense, and the valuation allowance. The effective tax rate for 2022 differs from the U.S. federal income tax rate of 21.0% primarily due to nondeductible compensation costs on the Class P Unit Incentive plan and other equity-based compensation, state income tax expense, the valuation allowance, and non-deductible impairment of goodwill. The table below presents the components of deferred tax assets, net and deferred tax liabilities: December 31, 2023 December 31, 2022 Deferred tax assets: Accrued expenses and reserves $ 1,992 $ 4,997 Capitalized research and development expenses 2,241 1,182 Tax credit carryforwards 240 230 Deferred revenue 1,217 — Net operating loss carryforwards 20,371 19,303 Interest disallowance 6,640 4,046 Equity-based compensation 1,580 1,053 Lease liability 4,454 4,293 Other assets 54 19 Total deferred tax assets 38,789 35,123 Less: valuation allowance (23,821) (19,013) Deferred tax assets, net of valuation allowance 14,968 16,110 Deferred tax liabilities: Right-of-use asset $ (3,725) $ (3,584) Deferred revenue — (1,498) Depreciation and amortization (13,523) (13,712) Other (122) (571) Deferred tax liabilities (17,370) (19,365) Total net deferred tax assets (liabilities) $ (2,402) $ (3,255) The Company considers whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized in assessing the realizability of deferred tax assets. 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”) and tax credit carryforwards are available. The Company recorded a valuation allowance against substantially all of the domestic net deferred tax assets as of December 31, 2023 and 2022, respectively. The Company intends to continue to maintain the valuation allowance until there is sufficient evidence to support the reversal of all or some portion of these valuation allowances. The table below presents the change in valuation allowance for the following periods: Valuation allowance as of December 31, 2021 $ (515) Income tax expense (18,498) Valuation allowance as of December 31, 2022 $ (19,013) Income tax expense (4,808) Valuation allowance as of December 31, 2023 $ (23,821) As of December 31, 2023, the Company had $75.3 million of net operating losses resulting in U.S. federal, state (net), and foreign deferred tax assets of $15.8 million, $3.6 million, and $0.9 million, respectively. The $15.8 million in U.S. federal net operating loss carryforwards may be carried forward indefinitely to reduce future taxable income for U.S. federal tax purposes, while certain state net operating loss carryforwards will begin to expire in 2038 and foreign net operating loss carryforwards begin to expire in 2037. The table below presents changes in reserves for unrecognized income tax benefits for the following periods: Year Ended December 31, 2023 December 31, 2022 Unrecognized tax benefits, beginning of period $ 1,380 $ 1,380 Increase (decrease) for tax positions taken related to a prior period — — Increase (decrease) for tax positions taken during the current period — — Unrecognized tax benefits, end of period $ 1,380 $ 1,380 During the year ended December 31, 2023 and 2022, the Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. As of December 31, 2023, the Company’s estimated gross unrecognized tax benefits were $1.4 million, of which $1.3 million, if recognized, would favorably impact the Company’s future earnings. The Company believes there will be no material changes to unrecognized tax benefits within the next twelve months. Due to uncertainties in any tax audit outcome, estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ from the estimates. During December 31, 2023 and 2022, the Company did not recognize any interest and penalties in the consolidated statements of operations and comprehensive income (loss). The Company and its subsidiaries file income tax returns in various U.S. and foreign jurisdictions. As of December 31, 2023, the Company is subject to examination by the IRS for tax years beginning in 2020. The Company is open to state income tax examinations until the applicable statute of limitations expires, generally four years after tax return filing; however, the ability for the taxing authority to adjust tax attribute carryforwards will continue until the applicable statute of limitations expires after tax attribute utilization or expiration. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note N – Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against it and intends to defend itself vigorously. Excluding pending matters disclosed below, the outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated financial statements. The Company recognizes legal expenses when incurred as selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss). 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 Chairman and Chief Executive Officer, Peter Cannito, and then current, but now former Chief Financial Officer, 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 on December 17, 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. On September 29, 2023, the DOJ notified the Company’s counsel that this matter is closed. 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. Commitments During the year-ended December 31, 2023, the Company entered into an economic development agreement to serve as the anchor tenant at the Novaparke Innovation & Technology Campus in Floyd County, Indiana. In accordance with the agreement, the Company has committed to enter into a lease for a 30,000 square foot property upon completion of construction. Construction is not anticipated to be complete until fiscal year 2025, at which time the Company will enter into the associated lease agreement. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Note O – Convertible Preferred Stock The table below presents activity of the Company’s Series A Convertible Preferred Stock: Shares Amount Balance as of December 31, 2022 81,250.00 $ 76,365 Dividends paid-in-kind 12,640.20 19,741 Balance as of December 31, 2023 93,890.20 $ 96,106 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 (iii) various investors (collectively, the “Additional Investors,” and together with AEI and Bain Capital, the “Investors”). Pursuant to the investment agreements, the Company sold an aggregate of 81,250.00 shares (“Purchased Shares”) of Convertible Preferred Stock for an aggregate purchase price of $81.25 million, or $76.4 million net of issuance costs. On October 31, 2023, the Company filed a Certificate of Amendment of Certificate of Designation of the Company (the "Amendment to the Certificate of Designation"), which was filed solely to increase the amount of shares designated as Convertible Preferred Stock, par value $0.0001 per share, to 125,292.00. On May 1, 2023 and November 1, 2023, in accordance with the Convertible Preferred Stock Certificate of Designation, the Company issued 6,039.66 and 6,600.54 shares, respectively, of Series A Convertible Preferred Stock to holders of record as of April 15, 2023 and October 15, 2023, respectively, as a dividend paid-in-kind (“PIK”) on the Convertible Preferred Stock. As the Company has the option of paying dividends on the Convertible Preferred Stock in either cash or in kind, the PIK dividend is recorded at fair value as of the respective declaration date. The fair value of the PIK dividend as of April 15, 2023 and October 15, 2023 was $9.0 million and $10.7 million, respectively, which was recorded against additional paid-in-capital since the Company has an accumulated loss. The fair value of the May 2023 and November 2023 PIK dividends was calculated using the accrued value per share after a remaining term of 2.5 years and 3.5 years, respectively, on an as-converted basis, or $1,495 per share and $1,623 per share, respectively. The investment agreements contain customary representations, warranties and covenants of the Company and Investors. 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 Company’s Board of Directors (the “Board”). 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 December 31, 2023, the 93,890.20 outstanding shares of Convertible Preferred Stock were convertible into approximately 31,452,478 shares of the Company’s common stock. The holders of Convertible Preferred Stock are entitled to vote with the holders of common stock, on an as-converted basis. In addition, holders of Convertible Preferred Stock have the right, at their option and at any time, to convert their shares into shares of common stock. Each share of Convertible Preferred Stock will mandatorily convert upon achieving thresholds related to the Company’s market capitalization and profitability metrics and the Company is required to make an offer to repurchase the outstanding Convertible Preferred Stock upon a fundamental change. Dividends on the Convertible Preferred Stock can be paid in either cash or in kind in the form of additional shares of Convertible Preferred Stock, at the option of the Company, subject to certain exceptions. If paid in cash, such dividends will be paid at a rate of 13% per annum, subject to certain adjustments and exceptions or, if the Company issues PIK dividends, at a rate of 15% per annum, subject to certain adjustments and exceptions. Each holder of Convertible Preferred Stock has been given certain registration rights pursuant to the Registration Rights Agreement, dated October 28, 2022. As of December 31, 2023, the accumulated but not declared or paid dividends on the Convertible Preferred Stock were $2.0 million. Based on an evaluation of the investment agreements, the Company determined that the Convertible Preferred Stock is contingently or optionally redeemable and, therefore, does not require liability classification. However, due to the Convertible Preferred Stock being redeemable at the option of the holder or upon a fundamental change, which includes events that are not fully within the Company’s control, it was determined that the Convertible Preferred Stock should be classified as one line item in temporary (mezzanine) equity on the Company’s consolidated balance sheets. Liquidation Preference The Convertible Preferred Stock ranks senior to the Company’s common stock. In the event of any liquidation or winding up of the Company, the holders of the Convertible Preferred Stock shall be entitled to receive in preference to the holders of the Company’s common stock the greater of (a) the greater of (i) two times the Initial Value, defined as $1,000 per share and (ii) the Initial Value plus accrued and unpaid dividends, whether or not declared, and (b) the amount that would have been received based on the if-converted Accrued Value, defined as Initial Value plus accrued and unpaid dividends, whether or not declared. As of December 31, 2023, and 2022, the liquidation preference of the Convertible Preferred Stock was $187.8 million and $162.5 million, respectively. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Note P – Shareholders’ Equity On September 2, 2021, the Company approved the authorization to issue up to 500,000,000 shares of common stock at a $0.0001 par value per share and 100,000,000 shares of preferred stock at a $0.0001 par value per share. Committed Equity Facility with B. Riley Principal Capital, LLC On April 14, 2022, the Company entered into the Purchase Agreement and a Registration Rights Agreement with B. Riley. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to direct B. Riley to purchase a specified amount of shares (each, a “Purchase”) over the 24-month period from Commencement (as defined in the Purchase Agreement). Shares issued to B. Riley under the Purchase Agreement cannot exceed 19.99% of the shares outstanding prior to the execution of the Purchase Agreement. In addition, the number of shares eligible to be purchased by B. Riley in a single Purchase may not exceed the lesser of (i) 50.00% 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, as amended by Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed on June 8, 2023, which registered an initial 9,000,000 shares of common stock to permit the subsequent resale of shares purchased under the committed equity facility. The Company controls the timing and amount of any sales to B. Riley, which depend on a variety of factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, B. Riley’s obligation to purchase shares is subject to certain conditions. In all instances, the Company may not sell shares of its common stock under the Purchase Agreement if it would result in B. Riley beneficially owning more than 4.99% of its common stock at any one point in time. The Company incurred costs associated with the committed equity facility, of which $0.8 million represented consideration to B. Riley for its irrevocable commitment to purchase shares under the Purchase Agreement and was recorded as a derivative asset. Refer to Note D for information on the fair value of the derivative asset. Third-party costs of $0.7 million were included in other (income) expense, net in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022. During the year ended December 31, 2023, the Company sold a total of 497,392 shares of the Company’s common stock for net proceeds of $1.2 million pursuant to the Purchase Agreement. Based on the December 31, 2023 closing price of $2.85 per share and registered shares available for purchase under the committed equity facility of 7,592,939, the Company had $21.6 million of unused capacity under the committed equity facility as of December 31, 2023. Common Stock The Company had 65,546,174 and 64,280,631 shares of common stock outstanding as of December 31, 2023 and 2022, respectively. Dividend Rights Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company’s preferred stock or any class or series of stock having a preference over or the right to participate with the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company’s common stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Company’s Board in its discretion shall determine. Voting Rights Each outstanding share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of shareholders. Holders of shares of common stock do not have cumulative voting rights. Conversion or Redemption Rights The Company’s common stock is neither convertible nor redeemable. Liquidation Rights Upon the Company’s liquidation, the holders of the Company’s common stock are entitled to receive pro-rata the Company’s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company’s preferred stock then outstanding. Preferred Stock The Company had no shares of preferred stock outstanding as of December 31, 2023 and 2022, respectively. The Company’s Board may, without further action by the Company’s shareholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which maybe greater than the rights of the Company’s common stock. Satisfaction of any dividend preferences of outstanding shares of the Company’s preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Upon the affirmative vote of a majority of the total number of directors then in office, the Company’s Board may issue shares of the Company’s preferred stock with voting and conversion rights which could adversely affect the holders of shares of the Company’s common stock. Please refer to Note O – Convertible Preferred Stock for further information on the Company’s Series A Convertible Preferred Stock. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note Q – Revenues The table below presents revenues by customer grouping for the following periods: Year Ended December 31, 2023 December 31, 2022 Civil space $ 102,594 $ 63,003 National security 59,053 43,906 Commercial and other 82,153 53,640 Total revenues $ 243,800 $ 160,549 The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Year Ended December 31, 2023 December 31, 2022 U.S. $ 172,903 $ 142,867 Europe 70,814 17,205 Other 83 477 Total revenues $ 243,800 $ 160,549 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: Year Ended December 31, 2023 December 31, 2022 Customer A (1) $ 39,314 $ 17,131 Customer B (1) 33,621 — Customer C (1) — 20,048 Customer D (1) — 21,705 Total $ 72,935 $ 58,884 (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 consolidated balance sheets for the following periods: December 31, December 31, Contract assets $ 36,961 $ 31,041 Contract liabilities $ 52,645 $ 29,817 The increase in contract assets was primarily driven by revenue growth and the timing of billable milestones occurring during the year ended December 31, 2023. The increase in contract liabilities during 2023 was primarily driven by large billable milestones occurring closer to the end of period that were in excess of revenue recognized on the related performance obligations. Revenue recognized in the year ended December 31, 2023 that was included in the contract liability balance as of December 31, 2022 was $28.4 million. Revenue recognized in the year ended December 31, 2022 that was included in the contract liability balance as of December 31, 2021 was $15.2 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: Year Ended December 31, 2023 December 31, 2022 Net EAC adjustments, before income taxes $ (3,522) $ (9,953) Net EAC adjustments, net of income taxes (3,459) (9,376) Net EAC adjustments, net of income taxes, per diluted share (0.05) (0.15) The change in net EAC adjustments in 2023 was primarily due to increased production costs as it relates to the development of new technologies within the Mission Solutions reporting unit, which were partially offset by the release of contract reserves during the year ended December 31, 2023. The change in net EAC adjustments in 2022 was primarily due to unfavorable changes within the Mission Solutions reporting unit driven by increased production costs contributed by continued supply chain and labor market constraints. Remaining Performance Obligations As of December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $353.5 million. The Company expects to recognize approximately 50% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note R – Employee Benefit Plans 401(k) Plans The Company maintains one qualified 401(k) plan for its U.S. employees as of December 31, 2023, the Redwire 401(k) plan. During the year ended December 31, 2023, the Company matched employee contributions 50% up to 8% for the Redwire 401(k) plan. The Company maintained two qualified 401(k) plans for its U.S. employees as of December 31, 2022, the Redwire 401(k) plan and the Techshot 401(k) plan. During the year ended December 31, 2022, the Company matched employee contributions 50% up to 6% for the Redwire 401(k) plan and 50% up to 8% for the Techshot 401(k) plan. During 2023, the Techshot 401(k) plan was merged into the Redwire 401(k) plan. The table below presents the expense for matching contributions for the following periods: Year Ended December 31, 2023 December 31, 2022 Total expense for matching contributions $ 2,367 $ 2,002 Post-Retirement Benefit Plans The Company sponsors various post-retirement benefit plans through its wholly-owned subsidiary, Space NV, including three cash balance plans: one defined benefit pension plan with risk-based coverage for death and disability benefits (collectively, the “Base Plan”) and two supplementary pension bonus plans that provides variable remuneration linked to employees’ performance (the “Performance Plans”). These cash balance plans are defined benefit plans which provide for post-retirement benefits based on employee and employer contributions and prescribed rates of return in accordance with Belgium Regulation. Accordingly, all Space NV employees are eligible to participate in the supplementary pensions immediately upon entry into service and until the legal retirement age. The Company is also required to maintain dormant accounts for former employees who have elected not to transfer plan contributions to their new employer. In addition, Belgium Regulation currently provides for statutory minimum guaranteed returns on employee and employer contributions up to a specified annual rate. The Company has taken actions to mitigate the risk related to its post-retirement benefit plans through pension risk transfer transactions whereby the Company subscribes to group insurance policies, which are funded by employee and employer premiums (contributions) determined at the beginning of each plan year. Although under the majority of these group insurance policies the Company is relieved of a substantial portion of its responsibility for the associated obligations, the Company ultimately remains responsible for paying benefits under the plans in the event that the insurance company defaults on its obligations in future periods. Under the Company’s group insurance policies, the insurance company guarantees minimum statutory reserves, employee and employer contributions, and specified annual rates of return. Combined employee and employer contributions are invested by the insurance company in Branch 21 investment funds in accordance with Belgium Regulation, which are mainly comprised of fixed income assets, which are commingled with the plan assets of other group insurances for the purpose of providing guaranteed returns. The insurance company has fiduciary responsibility for making investment decisions and there is no contractual requirement to legally separate the plan assets by individual account or group policy. As a result of the foregoing, the Company has determined that the unit of account is the insurance contract and therefore, on a plan-by-plan basis, recognizes the net funded status as either an asset recorded within other non-current assets or a liability recorded within other non-current liabilities within the consolidated balance sheets. A net liability is recorded to the extent that the benefit obligation exceeds the fair value of plan assets or a net asset is recorded to the extent that the fair value of plan assets exceeds the benefit obligation. As of December 31, 2023 and 2022, the Company maintained two dormant post-retirement benefit plans for former ROS employees who have chosen not to transfer their contributions to a new employer as of the respective date. The Company’s obligations under these plans were not significant individually or in the aggregate and, as such, are not included in the following tables. Balance Sheet Information The following table provides a summary of the funded status of the Company’s post-retirement benefit plans and the presentation of such balances within the consolidated balance sheets: December 31, 2023 December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Projected benefit obligations $ 6,649 $ 3,077 $ 5,963 $ 2,486 Fair value of plan assets 6,423 2,903 5,795 2,352 Funded (underfunded) status $ (226) $ (174) $ (168) $ (134) Consolidated Balance Sheet line item amounts: Other non-current liabilities $ (226) $ (174) $ (168) $ (134) There were no projected benefit obligations included in accumulated other comprehensive income (loss) as of December 31, 2023 and 2022, respectively. Funded Status The following table provides a reconciliation of benefit obligations, plan assets and net funded (unfunded) status of our qualified defined benefit pension plans and our retiree medical and life insurance plans: Base Plan Performance Plans Change in benefit obligations Beginning balance as of December 31, 2022 $ 5,963 $ 2,486 Service cost 328 449 Interest cost 231 92 Employee contributions 235 — Benefits paid (155) — Actuarial (gain) loss (136) (32) Foreign currency translation 183 82 Ending balance as of December 31, 2023 $ 6,649 $ 3,077 Change in plan assets Beginning balance as of December 31, 2022 $ 5,795 $ 2,352 Expected return on plan assets 230 103 Employee contributions 245 — Employer contributions 386 444 Benefits paid (155) — Actuarial gain (loss) (115) (65) Expenses paid (140) (9) Foreign currency translation 177 78 Ending balance as of December 31, 2023 $ 6,423 $ 2,903 Funded (underfunded) status as of December 31, 2022 $ (168) $ (134) Funded (underfunded) status as of December 31, 2023 (226) (174) Income Statement Information The following table provides the components of net periodic benefit cost and other amounts recognized in the consolidated statements of operations during the periods presented: Year Ended December 31, 2023 Two Months Ended December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Net periodic benefit cost: Service cost $ 328 $ 449 $ 43 $ — Interest cost 231 92 35 14 Expected return on plan assets (230) (103) (34) (14) Amortization of net actuarial (gain) loss (22) 32 (3) 4 Net periodic benefit cost $ 307 $ 470 $ 41 $ 4 Fair Value Measurements The benefit obligations and assets of the Company’s defined benefit pension plans are measured using actuarial valuations, which are derived based on the terms of the insurance contract and other key assumptions provided for under Belgium Regulation. The assumptions made in this analysis affect both the calculation of the benefit obligations as of the measurement date and the calculation of net periodic pension costs in subsequent periods. When reassessing these assumptions, the Company considers past and current market conditions and makes judgments about future market trends. The Company also considers factors such as the timing and amounts of expected contributions to the plans and expected benefit payments to plan participants. The following disclosures include information related to key assumptions used to determine the projected benefit obligation and plan assets, which drive the net funded status recognized on the Company’s consolidated balance sheets. Assumptions are reviewed at least annually and adjusted as appropriate. The following tables provide the assumptions used to determine the fair value of projected benefit obligations and the net periodic benefit cost, as they pertain to the Company’s cash balance plans as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Discount rate 3.90 % 3.45%-3.67% 3.75 % 3.65 % Expected return on plan assets 3.90 % 3.45%-3.67% 3.75 % 3.65 % Retirement age 65 65-67 65 65 For the calculation of the projected benefit obligation, all statutory minimum reserves are based on premiums paid by the employee and employer, plus guaranteed returns provided for under Belgium Regulation. Under the terms of the insurance contracts, all minimum reserves are provided 100% coverage while the return on plan assets is guaranteed for an additional amount plus opportunities for profit sharing as determined by the insurance entity. The difference between historical guaranteed rates of return and the guarantee provided by the insurance entity plus any profit sharing allocated to the participant accounts results in an unfunded or funded status that represents the Company’s projected benefit obligation for the respective plans. The amount of plan assets includes amounts contributed by the employee and employer and amounts earned from investing the contributions, less benefits paid. In accordance with the Company’s group insurance policies, contributions are invested in commingled investment funds, consisting of underlying equity and fixed income securities, respectively. In accordance with Belgium Regulation, a member of a supplementary pension plan whose employment contract comes to an end has the right to transfer their vested reserves to the pension institution of their new employer, contingent upon certain conditions. Accordingly, the best evidence of fair value for plan assets is the cash surrender value, which is classified as Level 3 of the fair value hierarchy. The fair value of the insurance contracts was determined by the insurance company’s valuation models and represents the value the Company would receive upon surrender of these policies as of the measurement date. The following table presents the fair value of the plan assets, represented by the Company’s investment in insurance contracts as of the respective dates: December 31, 2023 December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Insurance contracts at cash surrender value $ 6,423 $ 2,903 $ 5,795 $ 2,352 The Company’s exposure to actuarial gains or losses is limited due to the fact that the assumptions underlying the actuarial analysis, including those presented in the table above, are provisioned for under Belgium Regulation. Similarly, the guarantees provided by the insurance company are based on minimum statutory reserve requirements which results in the same discount rate used to determine both the fair value of the projected benefit obligation as well as the expected (guaranteed) rate of return on plan assets. Investment Policy The providers of the Company’s group insurance policies have the fiduciary responsibility for making investment decisions related to the assets of the Company’s defined benefit pension plans. Investment objectives for the assets of these plans are (1) to minimize the net present value of expected funding contributions; (2) to ensure there is a high probability that each plan meets or exceeds our actuarial long-term rate of return assumptions; and (3) to diversify assets to minimize the risk of large losses. The nature and duration of benefit obligations, along with assumptions concerning asset class returns and return correlations, are considered when determining an appropriate asset allocation to achieve the investment objectives. Investment policies and strategies governing the assets of the plans are designed to achieve investment objectives within prudent risk parameters and in accordance with Belgium Regulations. Risk management practices include the use of external investment managers; the maintenance of a portfolio diversified by asset class, investment approach and security holdings; and the maintenance of sufficient liquidity to meet benefit obligations as they come due. Contributions and Estimated Future Benefit Payments The required funding of our qualified defined benefit pension plans is determined in accordance with Belgium Regulation. The following table presents contributions made by the employee and employer for the period presented as well as the following year: Year Ended December 31, 2023 Two Months Ended December 31, 2022 Contributions by: Base Plan Performance Plans Base Plan Performance Plans Employee $ 245 $ — $ 35 $ — Employer 386 444 61 — Contributions expected to be made in 2024: Employee $ 269 $ — Employer 453 — The following table provides the projected timing of payments for benefits earned to date and benefits expected to be earned for future service by current active employees under our defined benefit plan: Year Base Plan Performance Plans 2024 $ 92 $ — 2025 73 — 2026 459 — 2027 — — 2028 424 — Years 2029 - 2033 1,783 3,274 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note S – Equity-Based Compensation The Company has three equity-based compensation plans, which are described below. The Company’s former parent, Redwire, LLC (“Holdings”), adopted a written compensatory benefit plan (the “Class P Unit Incentive Plan”) to provide incentives to existing or new employees, officers, managers, directors, or other service providers of the Company or its subsidiaries in the form of Holdings’ Class P Units (“Incentive Units”). Incentive Units have a participation threshold of $1.00 and are divided into three tranches (“Tranche I,” “Tranche II,” and “Tranche III”): Tranche I, Tranche II, and Tranche III Incentive Units were subject to performance-based, service-based, and market-based conditions. On September 2, 2021, the Company’s Board of Directors (the “Board”) adopted the Redwire Corporation 2021 Omnibus Incentive Plan (the “Plan”) which authorizes the grant of stock options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, and other cash or share-based awards to employees, officers, non-employee directors and consultants of the Company. The Company initially reserved an aggregate of 7,936,136 shares (subject to annual increases on January 1 of each year beginning in 2022 and ending with a final increase on January 1, 2031) of the Company’s common stock for grants under the Plan. Shares of the Company’s stock reserved for grants under the Plan were 10,475,566 and 9,189,953 as of December 31, 2023 and December 31, 2022, respectively. Incentive stock options may only be granted to employees and officers employed by the Company. The Plan appoints the Board, the Compensation Committee or such other committee consisting of two or more individuals (collectively, the “Committee”) appointed by the Board to administer the Plan. Awards under the Plan will contain such terms and conditions not inconsistent with the Plan as the Committee in its discretion approves. The Committee has discretion to administer the Plan in the manner which it determines, from time to time, is in the best interest of the Company. On September 2, 2021, the Company’s Board adopted the Redwire Corporation 2021 Employee Stock Purchase Plan (the “ESPP”) which authorizes the grant of rights to purchase common stock of the Company to employees, officers and directors (if they are otherwise employees) of the Company. The Company initially reserved an aggregate of 755,822 shares (subject to annual increases on January 1 of each year beginning in 2022 for a period of up to 10 years) of the Company’s common stock for grants under the ESPP. Shares of the Company’s stock reserved for grants under the ESPP were 2,025,537 and 1,382,731 as of December 31, 2023 and December 31, 2022, respectively. The ESPP appoints the Compensation Committee to administer the ESPP. Awards under the ESPP will contain such terms and conditions not inconsistent with the ESPP as the Compensation Committee in its discretion approves. The Compensation Committee has discretion to administer the ESPP in the manner which it determines, from time to time, is in the best interest of the Company. As of December 31, 2023, no shares had been issued under the ESPP. Incentive Units On March 24, 2021 (“modification date”), Holdings amended the Class P Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units became fully vested, upon the closing of the Merger. Holdings also amended the Class P Unit Incentive Plan so that the Tranche II Incentive Units would vest on any liquidation event, as defined in the Class P Unit Incentive Plan, rather than only upon consummation of the sale of Holdings, subject to the market-based condition stipulated in the Class P Unit Incentive Plan prior to its amendment. As a result of the Merger, Tranches I and III Incentive Units vested on September 2, 2021 (“vesting date”) and the performance vesting condition was met for the Tranche II Incentive Units. The fair value determined at the date of the amendment of the Class P Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units was recognized over the derived service period of twelve months from the modification date. All compensation expense related to Incentive Units was recognized during 2021 and 2022. As of December 31, 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 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 fair value of options granted under the Plan was estimated on the grant date under the Black-Scholes OPM using the following assumptions: 2022 Grants Expected option term (years) 6 Expected volatility 59.50% to 72.20% Risk-free rate of return 2.90%-3.95% Expected annual dividend yield — % 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, 2021 1,546,400 $ 3.32 $ 10.00 9.67 Granted 995,118 1.78 3.09 Expired (33,834) 3.31 10.00 Forfeited (354,093) 2.76 7.48 Outstanding as of December 31, 2022 2,153,591 $ 2.70 $ 7.22 8.60 Granted — — — Expired (13,001) 3.28 9.86 Forfeited (37,999) 2.81 7.74 Outstanding as of December 31, 2023 2,102,591 $ 2.69 $ 7.20 7.42 As of December 31, 2023, the total unrecognized compensation cost related to unvested stock options granted under the Plan was $1.6 million and is expected to be recognized over a weighted-average period of 1.2 years. As of December 31, 2023, there were 1,185,319 stock options that were vested and exercisable. Performance-based Restricted Stock Units The Plan authorizes the grant of performance-based restricted stock units (“PSUs”). The PSUs generally vest upon completion of a three-year period (“performance period”). The number of shares, if any, that are ultimately awarded is contingent upon the Company’s closing price per share at the end of the performance period and continued employment or service to the Company. The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model (“model”). The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period. The Company recognizes forfeitures as they occur. On July 3, 2023 and July 31, 2023, the Company granted 701,097 shares and 5,000 shares, respectively, of PSUs to certain officers, managers and other eligible employees pursuant to the Plan. The PSU award allows the grantee to earn between 0% and 200% of the award based on the Company’s closing price per share at December 31, 2025. The grant date fair value of these awards was $3.15 per share. The fair value of PSUs granted under the Plan was estimated on the grant date using the Monte Carlo simulation model with the following assumptions: 2023 Grants Valuation date stock price $ 2.63 Remaining term of performance period 2.49 years Expected volatility 81.00 % Risk-free rate of return 4.70 % Expected annual dividend yield — % As of December 31, 2023, total unrecognized compensation cost related to unvested PSUs granted under the Plan was $1.8 million and is expected to be recognized over a weighted-average period of 2.0 years. The Company had 706,097 PSUs outstanding as of December 31, 2023. There were no forfeitures related to PSUs during the year ended December 31, 2023. Restricted Stock Units Restricted stock units awarded under the Plan follow the same 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 grant date, subject to the director’s continued service on the Board. The weighted average grant date fair value of these awards was $2.43 per share. On July 3, 2023, the Company granted 1,640,347 restricted stock units to certain officers, managers and other eligible employees. The restricted stock units follow the same vesting conditions as the options described above. The grant date fair value of these awards was $2.63 per share. 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, 2021 1,717,950 $ 11.66 1.8 $ 11,596 Granted 1,710,596 3.27 Vested (694,153) 9.91 Forfeited (451,615) 8.81 Unvested as of December 31, 2022 2,282,778 $ 6.30 1.3 $ 4,520 Granted 1,846,112 2.62 Vested (979,810) 6.44 Forfeited (297,865) 6.33 Unvested as of December 31, 2023 2,851,215 $ 3.89 1.2 $ 8,126 As of December 31, 2023, total unrecognized compensation cost related to unvested restricted stock units granted under the Plan was $8.8 million and is expected to be recognized over a weighted-average period of 1.9 years. The table below presents the equity-based compensation expense recorded for the following periods : Year Ended December 31, 2023 December 31, 2022 Cost of sales Incentive units $ — $ 181 Stock options 117 63 Restricted stock units 2,540 2,386 Performance-based restricted stock units 13 — Total cost of sales $ 2,670 $ 2,630 Selling, general and administrative expenses Incentive units $ — $ 2,171 Stock options 1,578 1,578 Restricted stock units 3,982 4,407 Performance-based restricted stock units 428 — Total selling, general and administrative expenses $ 5,988 $ 8,156 Total equity-based compensation expense $ 8,658 $ 10,786 |
Impairment Expense
Impairment Expense | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Expense | Note T – Impairment Expense The table below presents the impairment expense recorded during the following periods: Year Ended December 31, 2023 December 31, 2022 Property, plant and equipment, net $ — $ 13,112 Intangible assets, net — 30,871 Right-of-use assets — 2,724 Goodwill — 49,916 Total impairment expense $ — $ 96,623 During the second quarter of 2022, there was a significant and prolonged decline in the Company’s market capitalization driven by general economic conditions, including heightened inflation, rising interest rates and volatility in the capital markets. Specifically for the Mission Solutions reporting unit, the Company observed a significant decline in discounted future cash flows, primarily attributable to a decrease in forecasted revenues, as well as increased production costs and subcontractor delays that had extended the timeline for fulfillment of existing performance obligations and deferred pipeline realization. After considering the totality of events and circumstances, the Company determined that these triggering events indicated that certain recorded intangible assets, including goodwill, and property, plant and equipment may be impaired. After considering the totality of events and circumstances described above, the Company performed an interim quantitative impairment assessment of all reporting units and asset groups as of June 30, 2022, which resulted in a partial impairment of goodwill and certain tangible and intangible asset groups recorded on the Mission Solutions reporting unit. During the fourth quarter of 2022, the Company’s market capitalization continued to decline alongside other macroeconomic factors discussed in the previous paragraph. For purposes of its annual goodwill impairment test as of October 1, 2022, the Company performed a qualitative assessment of goodwill at the Space Components and Engineering Services reporting units and concluded that it was not more likely than not that the carrying value of each of those reporting units was in excess of its fair value. However, due to the aforementioned partial impairment and underperformance relative to previously forecasted results, the Company elected to proceed directly to a quantitative impairment test of the Mission Solutions reporting unit and underlying asset groups during the fourth quarter of 2022. As a result of the quantitative impairment test, the remaining balance of goodwill on the Mission Solutions reporting unit was reduced to zero and a full impairment was also recognized on certain tangible and intangible asset groups within the reporting unit. Fair value estimates used in the Company’s quantitative impairment assessments result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by management as of the measurement date. Additional information related to these impairment activities is provided below. Impairment activities during the year ended December 31, 2022 did not have any impact on the Company’s compliance with the Adams Street Credit Agreement, as amended, or other contract related covenants. During the year ended December 31, 2023, the Company did not identify any indicators of impairment and, therefore, no impairment expense was recorded for the respective period. Property, plant and equipment, net As a result of the qualitative factors described above, the Company performed an annual and interim quantitative impairment test during 2022 and determined that the carrying value of three asset groups within the Mission Solutions reporting unit were not recoverable based on entity-specific, undiscounted net cash flows. Accordingly, impairment expense was measured as the amount by which the carrying value of the asset groups exceeded their fair value as of the respective reporting date. The fair value of the three 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 during 2022, the Company recognized impairment expense related to personal property and equipment, leasehold improvements and construction in progress of $13.1 million during the year ended December 31, 2022. Right-of-use assets Impairment testing for ROU assets during 2022 was consistent with the methodologies previously discussed above regarding property, plant and equipment. Based on the results of the quantitative impairment tests performed during 2022, the Company recognized impairment expense related to right-of-use assets of $2.7 million during the year ended December 31, 2022. Intangible assets, net As a result of the qualitative factors described above, the Company performed an annual and interim quantitative impairment test of certain indefinite-lived intangible assets and definite-lived intangible assets during 2022. 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 tests during 2022, the Company recognized impairment expense related to customer relationships, technology, trademarks, internal-use software licenses and IPR&D of $30.9 million during the year ended December 31, 2022. Goodwill As a result of the qualitative factors described above, the Company performed an annual and interim quantitative goodwill impairment test during 2022. 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. |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Note U – 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: Year Ended December 31, 2023 December 31, 2022 Numerator: Net income (loss) attributable to Redwire Corporation $ (27,263) $ (130,617) Less: dividends on Convertible Preferred Stock 20,021 1,760 Net income (loss) available to common shareholders $ (47,284) $ (132,377) Denominator: Weighted-average common shares outstanding: Basic and diluted 64,654,153 63,324,416 Net income (loss) per common share: Basic and diluted $ (0.73) $ (2.09) Basic and diluted net income (loss) per common share are calculated by dividing net income (loss) available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Net income (loss) available to common shareholders (the numerator) is calculated by deducting both dividends declared and accumulated, regardless of the form of payment, during the period from Net income (loss) attributable to Redwire Corporation as presented on the consolidated statements of operations and comprehensive income (loss). Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares and common equivalent shares outstanding for the periods presented using the treasury-stock method or, for participating securities, the if-converted method or two-class method, whichever is more dilutive. Common equivalent shares outstanding includes the dilutive effects from the assumed issuance, exercise or conversion of warrants, equity-based awards, and the Convertible Preferred Stock, except when antidilutive. Because the Company had a net loss for all periods presented, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Please refer to Note D – Fair Value of Financial Instruments, Note O – Convertible Preferred Stock, and Note S – Equity-Based Compensation for additional information on the Company’s warrants, Convertible Preferred Stock, and equity-based compensation awards, respectively. |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Note V – Joint Venture The Company, through its 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 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: 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 are 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 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. The Company exhibits significant influence over the joint venture operations and receives a management fee in exchange for administrative services. Both RSS and ROS are accounted for under the VIE model due to insufficient equity investment at risk to finance operations without subordinated financial support. Additional information with regard to these entities is provided below. 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 December 31, 2023 and 2022. The Company evaluated its interests in the joint venture and determined that Space NV had a variable interest in ROS as of December 31, 2023 and 2022. Due to their power to direct activities of the VIE that most significantly impact its economic performance, Space NV was determined to be the primary beneficiary and, therefore, consolidated ROS as of December 31, 2023 and 2022. Total assets and total liabilities for ROS were $0.5 million and $0.1 million, respectively, as of December 31, 2023, and $1.6 million and $1.1 million, respectively, as of December 31, 2022. Net income from ROS for the year ended December 31, 2023 and 2022 was de minimis for disclosure. 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 December 31, 2023 and 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. The Company recognized a loss from RSS of $0.2 million for the year ended December 31, 2023 and nominal income from RSS during the year ended December 31, 2022, which is included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). The carrying value of the equity method investment was $3.6 million and $3.3 million as of December 31, 2023 and 2022, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Note W – Related Parties A customer of the Company, Related Party A, was a related party as Peter Cannito, the Company’s Chairman and CEO, and Kirk Konert, a member of the Company’s Board, 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 and Kirk Konert, a member of the Company’s Board, also serves on the board of directors for this customer. The table below presents details of the Company’s related party transactions included on the consolidated balance sheets and the consolidated statements of operations and comprehensive income (loss) for the following periods: As of December 31, 2023 December 31, 2022 Accounts receivable: Related Party A $ — $ — Related Party B 4,849 258 $ 4,849 $ 258 Year Ended Revenues: December 31, 2023 December 31, 2022 Related Party A $ 955 $ 1,962 Related Party B 8,250 7,665 $ 9,205 $ 9,627 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 years ended December 31, 2023 and 2022, transactions with other companies in AEI’s investment portfolio, not separately disclosed, did not have a material impact on the Company’s consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note X – Subsequent Events The Company has evaluated subsequent events after the consolidated balance sheet as of December 31, 2023 through the consolidated financial statements issuance date and there were no additional subsequent events that required disclosure. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ (27,263) | $ (130,617) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | The Company uses a fiscal year ending on December 31 st |
Use of Estimates | 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 these estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results could differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, valuation of goodwill and intangible assets, contingent consideration, revenue recognition, income taxes, certain equity-based compensation awards, post-retirement benefit plans, paid-in-kind dividends, and warrant liabilities. |
Segment Information | Segment Information |
Business Combinations | Business Combinations The Company utilizes the acquisition method of accounting for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is identified. Transaction costs that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, contract assets, inventories, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue and other current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. The fair value of the Company’s debt approximates its carrying value and is classified as Level 2 within the fair value hierarchy as it is based on discounted cash flows using a current borrowing rate. |
Foreign Currency Translation | Foreign Currency Translation The Company’s consolidated financial statements are presented in U.S. dollars (“USD”), which is the functional currency of the Company. The local currency of our operations in Luxembourg and Belgium, the euro, is considered to be the functional currency of those operations. Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is the local currency, are translated into USD at exchange rates effective as of the balance sheet date. Revenues and expenses are translated using average exchange rates in effect for the periods presented. Balance sheet translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss). |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash |
Inventory | Inventory |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are the long-lived, physical assets of the Company, acquired for use in the Company’s normal business operations and not intended for resale by the Company. These assets are recorded at cost. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures that increase the efficiency of the assets are expensed as incurred. The Company occasionally designs and builds its own machinery. The cost of these projects, including direct material and labor, and other indirect costs attributable to the construction, are capitalized as construction in progress. No provision for depreciation is made on construction in progress until the related assets are completed and placed in service. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative expenses or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under finance leases. Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease lease term As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). The Company regularly evaluates its property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the Company determines that the carrying amount of an asset or asset group is not recoverable based upon the undiscounted expected future cash flows of the asset or asset group, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group. |
Leases | Leases The Company is obligated under certain operating and finance leases for its facilities, vehicles and office equipment. The Company assesses whether an arrangement is a lease or contains a lease at inception of the arrangement. For arrangements considered leases, the Company assesses the lease for finance or operating classification and records a right-of-use (“ROU”) asset and lease liability as of the commencement date. The Company uses the date of initial possession as the lease commencement date, which is generally when the underlying asset becomes available for the Company’s specific use. The Company’s operating leases are included in right-of-use assets, short-term operating lease liabilities and long-term operating lease liabilities on the consolidated balance sheets. The Company’s finance leases consist primarily of vehicles and are included in property, plant and equipment, net, short-term finance lease liabilities and long-term finance lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use the underlying asset for the lease term and are amortized over the shorter of the useful life of the asset and the lease term. Lease liabilities represent the present value of the Company’s obligations to make payments arising over the lease term. The present value of the lease payments is calculated using the incremental borrowing rate as of the lease commencement date, which reflects the fixed rate the Company would have to pay to borrow an amount equal to the future minimum lease payments over a similar term. Operating lease expense includes the sum of imputed interest expense and the amortization of ROU assets. For finance leases, interest is recognized and presented separately in interest expense, net on the consolidated statements of operations and comprehensive income (loss). The lease term includes renewal options which are reasonably certain to be exercised. Lease and non-lease related components, such as common area maintenance costs, obligations to return the underlying asset to its original condition, or costs to dismantle and remove the underlying asset at the end of the term, are accounted for separately. Certain leasing arrangements contain predetermined fixed escalation of minimum rents and/or require variable payments, such as insurance and tax payments. Variable lease payments which depend on an index or other rate are initially measured using the index or rate at the commencement date and included in the measurement of the ROU asset and lease liability. The subsequent change in lease payments as a result of a change in the index or other rate are recognized as expense in the period in which the payment occurs. The Company does not have any material restrictions or covenants in its lease agreements, sale leaseback transactions or residual value guarantees. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets and are recognized as lease expense on a straight-line basis in the consolidated statements of operations and comprehensive income (loss). |
Intangible Assets, including Goodwill | Intangible Assets, including Goodwill The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Intangible assets include those acquired from the Company’s various business combinations as well as licensed software for internal-use. Licensed software is acquired solely to meet the Company’s internal needs which provides the right to take possession of the software and is hosted on the Company’s specific hardware components, as well as the capitalization of qualifying costs during the application development stage. Indefinite-lived intangible assets include tradenames and in-process research and development (“IPR&D”). Finite-lived intangible assets include customer relationships, technology, trademarks, and internal-use software. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible assets are consumed. IPR&D is recognized as an indefinite-lived intangible asset until completion or abandonment of the related project, then reclassified as a finite-lived intangible asset and amortized over the remaining useful life. Acquired intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing or more frequently if events or a change in circumstance indicate that it is more likely than not that the asset is impaired. This testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired, consistent with the methodologies previously disclosed for Property, plant and equipment. Goodwill is the amount by which the purchase price exceeded the fair value of the net identifiable assets acquired and liabilities assumed in a business combination on the date of acquisition. The Company’s goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit. The Company has four reporting units, Mission Solutions, Space Components, Engineering Services and Redwire Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings. The Company tests goodwill for impairment annually as of October 1 st or when events and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company first assesses goodwill for impairment on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where the qualitative analysis (Step 0) indicates that it is more likely than not that the fair value of a reporting unit does not exceed its carrying value, the Company would perform a quantitative analysis (Step 1) and the goodwill impairment loss, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. In general, the Company performs a quantitative test for most reporting units at least once every three years, or more frequently if deemed necessary by Management. The Company estimates the fair value of each reporting unit using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and transaction multiples. The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and cash flows with consideration for other factors, such as general market conditions, U.S. and foreign government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance. The discount rates utilized in the DCF analysis are based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of debt and equity components within the Company’s existing capital structure and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit includes the assets and liabilities employed in its operations, goodwill and allocations of certain assets and liabilities held at the corporate level. The Company compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. |
Equity Method Investments | Equity Method Investments Investments where the Company has the ability to exercise significant influence, but does not have control of the investee, are accounted for under the equity method of accounting and presented as equity method investments on the consolidated balance sheets. Significant influence typically exists if the Company has a 20% to 50% ownership interest in the investee. Under this method of accounting, the Company’s share of the net earnings or losses of the investee is included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss) since the activities of the investee are not closely aligned with the operations of the Company’s business. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible instruments, options, warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives. The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities, or equity, is reassessed at the end of each reporting period. For equity-linked financial instruments, the Company must determine whether the underlying instrument is indexed to its own common stock in order to classify the derivative instrument as equity. Otherwise, the derivative asset or liability, including embedded derivatives discussed below, is recognized at fair value with subsequent changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss). Private Warrants Classification of the Company’s private warrants is based on management’s analysis of the guidance described above and a statement issued by the Staff of the Securities and Exchange Commission (“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 determined that the private warrants meet the definition of a derivative and, therefore, are classified as a liability measured at fair value, subject to remeasurement at each reporting period. The Company measures the private warrant liability at fair value each reporting period with the change in fair value recorded as other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Hybrid instruments |
Convertible Preferred Stock | Convertible Preferred Stock |
Revenue Recognition | Revenue Recognition The Company’s contracts are subject to revenue recognition using a five-step model, which involves (i) identification of the contract, (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations, and (v) revenue recognition as the performance obligations are satisfied. During step one of the five-step model, the Company considers whether contracts should be combined or separated, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment is involved in determining whether a group of contracts may be combined or separated based on how the arrangement and the related performance criteria were negotiated. The conclusion to combine a group of contracts or separate a contract could change the amount of revenue and gross profit recorded in a given period. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company’s contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. The Company’s revenues are derived from the design and sales of components for spacecraft and satellites and the performance of engineering, modeling and simulation services related to spacecraft design and mission execution. Each promised good or service within a contract is accounted for separately, if they are distinct. Promised goods or services not meeting the criteria for being a distinct performance obligation are bundled into a single performance obligation with other goods or services that together meet the criteria for being distinct. The appropriate allocation of the transaction price and recognition of revenue is then applied for the bundled performance obligation. The Company has concluded that its service contracts generally contain a single performance obligation given the interrelated nature of the activities which are significantly customized and not distinct within the context of the contract. Once the Company identifies the performance obligations, it determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Company’s contracts generally do not contain penalties, credits, price concessions, or other types of potential variable consideration. Prices are fixed at contract inception and are not contingent on performance or any other criteria. The Company engages in long-term contracts for production and service activities and recognizes revenue for performance obligations over time. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. These contracts include both firm-fixed-price (“FFP”) and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee (“CPFF”) and time-and-material (“T&M”) contracts. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. For FFP and CPFF contracts, revenue is recognized over time (versus point in time recognition), as the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date, and the customer receives the benefit as the Company builds the asset. For T&M contracts, the Company recognizes revenue in the amount for which the Company has a right to invoice the customer based on the control transferred to the customer. For long-term contracts, the Company typically recognizes revenue using the input method, using a cost-to-cost measure of progress. The Company believes that this method represents the most faithful depiction of the Company’s performance because it directly measures value transferred to the customer. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, but are not limited to, the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed; the cost and availability of materials; the availability of subcontractor services and materials; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on a fixed-price contract, which may cause profit levels to vary from period to period. For cost reimbursable contracts, the Company is reimbursed periodically for allowable costs and is paid a portion of the fee based on contract progress. In the limited instances where the Company enters into T&M contracts, revenue recognized reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs. For long-term contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable. Accounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods. For long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component. At contract inception, the Company also expects that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. Contract Balances Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets are presented as such on the Company’s consolidated balance sheets and represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not solely subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and relate to advanced payments and billings in excess of revenues recognized and are recognized into revenue as the Company satisfies the underlying performance obligation, either over time as costs are incurred or as control is transferred to the customer. Remaining Performance Obligations |
Advertising Costs | Advertising Costs |
Research and Development Costs | Research and Development Costs |
Post-retirement Benefit Plans | As a result of the Space NV acquisition, the Company sponsors various post-retirement benefit plans for certain non-U.S. employees including three cash balance plans: one defined benefit pension plan with risk-based coverage for death and disability benefits (collectively, the “Base Plan”) and two supplementary pension bonus plans that provides variable remuneration linked to employees’ performance (the “Performance Plans"). These cash balance plans are defined benefit plans which provide for post-retirement benefits based on employee and employer contributions and prescribed rates of return in accordance with Belgium Regulation. The Company’s policy is to cover 100% of all benefit obligations associated with supplementary pensions, bonus pensions, and other post-retirement benefits (i.e., death and disability) through group insurance policies. Accordingly, the Company recognizes the net funded status on a plan-by-plan basis as either an asset recorded within other non-current assets or a liability recorded within other non-current liabilities within the consolidated balance sheets. The net funded status is measured on a plan-by-plan basis as the difference between the fair value of each plan’s assets and the benefit obligation. The net funded status is measured annually, or more frequently, upon the occurrence of certain events such as a significant plan amendment, settlement, or curtailment. Fair value is determined on a plan-by-plan basis and obligations are computed based on service and contributions to date, using actuarial valuations that are based in part on certain key economic assumptions, including the discount rates and the expected long-term rate of return on plan assets. The assumptions made in this analysis affect both the calculation of the benefit obligations and the calculation of net periodic benefit costs in subsequent periods. The fair value of plan assets includes amounts contributed by the employee and employer and amounts earned from investing the contributions, less benefits paid. Assumptions are reviewed on an annual basis, unless circumstances require an interim remeasurement of any of our plans. Differences between the actual return and expected return on plan assets during the year and changes in the benefit obligation for the Company’s defined benefit pension plans due to changes in the annual valuation assumptions generate actuarial gains or losses. The Company has elected to immediately recognize actuarial gains or losses for each plan as a component of net periodic pension cost. |
Equity-based Compensation | Equity-based Compensation The Company’s equity-based compensation plans are classified as equity plans and compensation expense is generally recognized over the vesting period of stock awards. The Company issues stock awards in the form of incentive units, non-qualified stock options, time-based restricted stock units and performance-based restricted stock units. The fair value of incentive units and stock options are calculated on the grant date using the Black-Scholes Option Pricing Model (“OPM”). Given the absence of adequate historical data, the Company uses the simplified method to estimate the term of stock options granted to employees. The fair value of the time-based restricted stock units are calculated based on the closing market price of the Company’s common stock on the grant date. The fair value of the performance-based restricted stock units are valued using a Monte Carlo simulation model on the grant date. The vesting of the incentive units is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation expense is deferred until it is probable the performance conditions will be satisfied. Once it is probable that the performance conditions will be satisfied, unrecognized compensation expense is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation expense is recognized regardless of market conditions being met. For non-qualified stock options, time-based restricted stock units and performance-based restricted stock units, the Company recognizes the grant date fair value as compensation expense on a straight-line method over the vesting period (typically three years) and recognizes forfeitures as they occur. |
Income Taxes | Income Taxes The Company computes its provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the basis difference for financial reporting and tax basis of assets and liabilities using enacted tax rates for the year in which the differences are expected to reverse. All deferred income taxes are classified as non-current in the Company’s consolidated balance sheets. The Company records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company assesses the deferred tax assets for recoverability on a quarterly basis. |
Emerging Growth Company and Recently Adopted/Issued Accounting Pronouncements | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933 registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 consolidated financial statements or related disclosures. In January 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Subsequent to the issuance of ASU 2020-04, there were various updates that amended and clarified the impact of ASU 2020-04, including an update in December 2022, which deferred the sunset date in Topic 848 from December 31, 2022 to December 31, 2024. ASU 2020-04 provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from 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 the 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 has elected the temporary expedients and exceptions afforded to entities with contract modifications affected by reference rate reform. The impact did not have a material impact on the Company’s consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually and require a public entity that has a single reportable segment to provide all the disclosures required by the amendments in the ASU and existing requirements under Topic 280. Additionally, it requires a public entity to disclose the title and position of the CODM. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adoption, which is expected to have an impact on disclosures with no impact on the Company’s results of operations, cash flows and financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign, as well as by jurisdiction, if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. The Company is currently evaluating the impact of adoption, which is expected to have an impact on disclosures with no impact on the Company’s results of operations, cash flows and financial condition. |
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 it and intends to defend itself vigorously. Excluding pending matters disclosed below, the outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated financial statements. The Company recognizes legal expenses when incurred as selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss). 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 Chairman and Chief Executive Officer, Peter Cannito, and then current, but now former Chief Financial Officer, 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 on December 17, 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. On September 29, 2023, the DOJ notified the Company’s counsel that this matter is closed. 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. Commitments During the year-ended December 31, 2023, the Company entered into an economic development agreement to serve as the anchor tenant at the Novaparke Innovation & Technology Campus in Floyd County, Indiana. In accordance with the agreement, the Company has committed to enter into a lease for a 30,000 square foot property upon completion of construction. Construction is not anticipated to be complete until fiscal year 2025, at which time the Company will enter into the associated lease agreement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Assumptions | These two types of inputs have created the following fair-value hierarchy: Level 1: Quoted prices for identical instruments in active markets; Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. December 31, 2023 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 $ 2.85 $ 1.98 Expected option term 2.67 years 3.67 years Expected volatility 74.20 % 60.70 % Risk-free rate of return 4.00 % 4.10 % Expected annual dividend yield — % — % |
Schedule of Supplemental Cash Flow Information | The table below presents supplemental cash flow information during the following periods: Year Ended December 31, 2023 December 31, 2022 Supplemental cash flow information: Cash paid (received) during the period for: Interest $ 9,082 $ 6,868 Income taxes — — Non-cash investing and financing activities: Convertible Preferred Stock dividends paid-in-kind $ 19,741 $ — Capital expenditures not yet paid 1,321 1,209 Equity financing transaction costs not yet paid — 622 |
Schedule of Property, Plant and Equipment, net | Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease lease term Property, plant and equipment, net were as follows: December 31, 2023 December 31, 2022 United States Europe Total United States Europe Total Computer equipment $ 1,755 $ 559 $ 2,314 $ 1,256 $ 252 $ 1,508 Furniture and fixtures 1,181 39 1,220 1,062 38 1,100 Laboratory equipment 5,086 594 5,680 3,646 483 4,129 Leasehold improvements 2,764 4,683 7,447 2,229 4,475 6,704 Finance lease ROU assets — 2,004 2,004 — 944 944 Construction in process 3,782 — 3,782 1,408 — 1,408 Property, plant and equipment, gross 14,568 7,879 22,447 9,601 6,192 15,793 Less: accumulated depreciation (4,631) (1,907) (6,538) (2,785) (247) (3,032) Total property, plant and equipment, net $ 9,937 $ 5,972 $ 15,909 $ 6,816 $ 5,945 $ 12,761 The table below presents the depreciation expense related to property, plant and equipment for the following periods: Year Ended December 31, 2023 December 31, 2022 Depreciation expense $ 3,512 $ 3,325 |
Schedule Of Costs Of Advertising | The table below presents the advertising cost for the following periods: Year Ended December 31, 2023 December 31, 2022 Advertising costs $ 1,199 $ 1,306 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 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 Purchase consideration $ 36,930 Assets: Cash $ 3,700 Accounts receivable and other receivable 3,606 October 31, 2022 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 215 Goodwill $ 17,858 |
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 post-acquisition revenues, net income (loss) attributable to Redwire Corporation, and acquisition-related costs (included in transaction expenses) of Space NV included in the consolidated statements of operations and comprehensive income (loss) for the following period: December 31, 2022 Post-acquisition revenues $ 11,658 Net income (loss) attributable to Redwire Corporation $ (294) Transaction expenses $ 3,112 The table below presents the pro forma combined results of operations for the business combination for the year ended December 31, 2022 as though the acquisition of Space NV had been completed as of January 1, 2021. Year Ended December 31, 2022 Revenues $ 207,761 Net income (loss) attributable to Redwire Corporation (129,645) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assumptions | These two types of inputs have created the following fair-value hierarchy: Level 1: Quoted prices for identical instruments in active markets; Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. December 31, 2023 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 $ 2.85 $ 1.98 Expected option term 2.67 years 3.67 years Expected volatility 74.20 % 60.70 % Risk-free rate of return 4.00 % 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: December 31, 2023 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Committed equity facility Prepaid expenses and other current assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — 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, 2021 $ — $ — Additions 756 756 Changes in fair value (540) (540) Settlements — — December 31, 2022 $ 216 $ 216 Additions — — Changes in fair value (216) (216) Settlements — — December 31, 2023 $ — $ — Liabilities: Contingent Consideration Private Total December 31, 2021 $ 1,000 $ 19,098 $ 20,098 Additions — — — Changes in fair value — (17,784) (17,784) Settlements — — — December 31, 2022 $ 1,000 $ 1,314 $ 2,314 Additions — — — Changes in fair value — 2,011 2,011 Settlements (1,000) — (1,000) December 31, 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, 2021 $ — $ — Additions 756 756 Changes in fair value (540) (540) Settlements — — December 31, 2022 $ 216 $ 216 Additions — — Changes in fair value (216) (216) Settlements — — December 31, 2023 $ — $ — Liabilities: Contingent Consideration Private Total December 31, 2021 $ 1,000 $ 19,098 $ 20,098 Additions — — — Changes in fair value — (17,784) (17,784) Settlements — — — December 31, 2022 $ 1,000 $ 1,314 $ 2,314 Additions — — — Changes in fair value — 2,011 2,011 Settlements (1,000) — (1,000) December 31, 2023 $ — $ 3,325 $ 3,325 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | The accounts receivable, net balance was as follows: December 31, December 31, Billed receivables $ 28,926 $ 25,518 Unbilled receivables 3,485 1,208 Total accounts receivable, net $ 32,411 $ 26,726 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The inventory balance was as follows: December 31, December 31, Raw materials $ 1,452 $ 995 Work in process 64 474 Inventory $ 1,516 $ 1,469 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows: Estimated useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 3-10 Leasehold improvements shorter of 5 or lease term Assets subject to finance lease lease term Property, plant and equipment, net were as follows: December 31, 2023 December 31, 2022 United States Europe Total United States Europe Total Computer equipment $ 1,755 $ 559 $ 2,314 $ 1,256 $ 252 $ 1,508 Furniture and fixtures 1,181 39 1,220 1,062 38 1,100 Laboratory equipment 5,086 594 5,680 3,646 483 4,129 Leasehold improvements 2,764 4,683 7,447 2,229 4,475 6,704 Finance lease ROU assets — 2,004 2,004 — 944 944 Construction in process 3,782 — 3,782 1,408 — 1,408 Property, plant and equipment, gross 14,568 7,879 22,447 9,601 6,192 15,793 Less: accumulated depreciation (4,631) (1,907) (6,538) (2,785) (247) (3,032) Total property, plant and equipment, net $ 9,937 $ 5,972 $ 15,909 $ 6,816 $ 5,945 $ 12,761 The table below presents the depreciation expense related to property, plant and equipment for the following periods: Year Ended December 31, 2023 December 31, 2022 Depreciation expense $ 3,512 $ 3,325 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The intangible assets gross carrying amount and accumulated amortization were as follows: December 31, 2023 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,824 $ (6,181) $ 33,643 21 Technology 32,861 (8,833) 24,028 15 Trademarks 3,172 (1,684) 1,488 9 Internal-use software licenses 3,256 (1,811) 1,445 4 In-process internal-use software 2,081 — 2,081 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D — — — Total intangible assets $ 81,494 $ (18,509) $ 62,985 December 31, 2022 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,593 $ (4,037) $ 35,556 21 Technology 30,954 (5,012) 25,942 13 Trademarks 3,172 (1,278) 1,894 7 Internal-use software licenses 2,387 (920) 1,467 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 1,712 — 1,712 Total intangible assets $ 78,118 $ (11,247) $ 66,871 |
Schedule of Indefinite-Lived Intangible Assets | The intangible assets gross carrying amount and accumulated amortization were as follows: December 31, 2023 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,824 $ (6,181) $ 33,643 21 Technology 32,861 (8,833) 24,028 15 Trademarks 3,172 (1,684) 1,488 9 Internal-use software licenses 3,256 (1,811) 1,445 4 In-process internal-use software 2,081 — 2,081 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D — — — Total intangible assets $ 81,494 $ (18,509) $ 62,985 December 31, 2022 Gross Accumulated Net Weighted average Finite-lived intangible assets: Customer relationships $ 39,593 $ (4,037) $ 35,556 21 Technology 30,954 (5,012) 25,942 13 Trademarks 3,172 (1,278) 1,894 7 Internal-use software licenses 2,387 (920) 1,467 3 Indefinite-lived intangible assets: Cosmos Tradename 300 — 300 IPR&D 1,712 — 1,712 Total intangible assets $ 78,118 $ (11,247) $ 66,871 |
Schedule of Amortization Expense | The table below presents the amortization expense related to intangible assets for the following periods: Year Ended December 31, 2023 December 31, 2022 Amortization expense $ 7,212 $ 7,963 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents the future amortization expense on intangible assets as of December 31, 2023: Year Total 2024 $ 6,816 2025 5,968 2026 5,465 2027 5,111 2028 4,743 Thereafter 32,501 Total future amortization expense on intangible assets $ 60,604 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows: Gross Goodwill Accumulated Impairment Net Goodwill Balance of goodwill as of December 31, 2021 $ 96,314 $ — $ 96,314 Goodwill arising from the Space NV acquisition 17,313 — 17,313 Impairment expense — (49,916) (49,916) Change arising from impact of foreign currency 907 — 907 Balance of goodwill as of December 31, 2022 $ 114,534 $ (49,916) $ 64,618 Measurement period adjustment - Space NV 545 — 545 Change arising from impact of foreign currency 808 (214) 594 Balance of goodwill as of December 31, 2023 $ 115,887 $ (50,130) $ 65,757 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023: Effective interest rate December 31, December 31, Adams Street Term Loan 12.27 % $ 30,522 $ 30,626 Adams Street Revolving Credit Facility 16.71 12,000 — Adams Street Delayed Draw Term Loan 12.27 14,769 14,819 Adams Street Incremental Term Loan 12.14 31,588 31,695 D&O Financing Loans 1.92 598 1,798 Total debt 89,477 78,938 Less: unamortized discounts and issuance costs 1,257 1,615 Total debt, net 88,220 77,323 Less: Short-term debt, including current portion of long-term debt 1,378 2,578 Total long-term debt, net $ 86,842 $ 74,745 As of December 31, 2023, the outstanding principal on the Adams Street Credit Agreement incurs cash interest in accordance with the prime rate plus the applicable rates as set forth in the table below: 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 |
Schedule of Maturities of Long-term Debt | The maturities of the Company’s long-term debt outstanding as of December 31, 2023 are as follows: 2024 2025 2026 2027 2028 Thereafter Total Adams Street Term Loan $ 310 $ 310 $ 29,902 $ — $ — $ — $ 30,522 Adams Street Delayed Draw Term Loan 150 150 14,469 — — — 14,769 Adams Street Incremental Term Loan 320 320 30,948 — — — 31,588 Adams Street Revolving Credit Facility — — 12,000 — — — 12,000 2022 D&O Financing Loan 598 — — — — — 598 Total long-term debt maturities $ 1,378 $ 780 $ 87,319 $ — $ — $ — $ 89,477 |
Schedule of Interest Income and Interest Expense Disclosure | The table below presents the interest expense on debt, including the amortization of discounts and issuance costs for the following periods: Year Ended December 31, 2023 December 31, 2022 Interest expense on debt $ 10,702 $ 8,220 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Information | The following table summarizes total lease costs for the period: Year Ended December 31, 2023 December 31, 2022 Finance lease cost: Amortization of ROU assets $ 434 $ 54 Interest on lease liabilities 98 6 Operating lease costs 4,251 3,339 Variable lease costs 29 — Short-term lease costs 230 251 Total lease costs $ 5,042 $ 3,650 The following table presents other supplemental information related to the Company’s leases: Year Ended December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Cash paid for lease liabilities $ 4,273 $ 492 $ 3,076 $ 61 Right-of-use assets obtained in exchange for new lease liabilities 3,418 1,167 8,615 944 Weighted average remaining lease term (in years) 4.4 3.8 4.8 3.1 Weighted average discount rate 6.3 % 8.4 % 5.6 % 9.3 % |
Assets And Liabilities Lessee | The following table presents supplemental balance sheet information related to the Company’s operating and finance leases: December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Right-of-use assets, net reflected in the following balance sheet line items: Property, plant and equipment, net $ — $ 1,551 $ — $ 899 Right-of-use assets 13,181 — 13,103 — Total right-of-use assets $ 13,181 $ 1,551 $ 13,103 $ 899 Current lease balance reflected in the following balance sheet line items: Short-term operating lease liabilities $ 3,737 $ — $ 3,214 $ — Short-term finance lease liabilities — 439 — 299 Non-current lease balance reflected in the following balance sheet line items: Long-term operating lease liabilities 12,302 — 12,670 — Long-term finance lease liabilities — 1,137 — 579 Total lease liabilities $ 16,039 $ 1,576 $ 15,884 $ 878 |
Lessee Finance Lease Liability Maturity | As of December 31, 2023, the future annual minimum lease payments for lease liabilities are as follows: Year Operating Leases Finance Leases 2024 $ 4,582 $ 564 2025 4,098 479 2026 3,509 363 2027 3,371 289 2028 1,852 136 Thereafter 1,572 — Total lease payments 18,984 1,831 Less: imputed interest 2,945 255 Present value of lease liabilities $ 16,039 $ 1,576 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Current and Deferred Components of Income Tax Expense (Benefit) | The table below presents the current and deferred components of income tax expense (benefit) for the following periods: Year Ended December 31, 2023 December 31, 2022 Current: Federal $ — $ — State (73) 33 Foreign 512 259 Total current income tax expense (benefit) 439 292 Deferred: Federal 48 (6,317) State 62 (1,963) Foreign (1,035) 16 Total deferred income tax expense (benefit) (925) (8,264) Total income tax expense (benefit) $ (486) $ (7,972) |
Schedule of Effective Income Tax Rate | A reconciliation of the U.S. federal statutory income tax expense to actual income tax expense is as follows: Year Ended December 31, 2023 December 31, 2022 Income (loss) before income taxes $ (27,750) $ (138,592) Federal statutory income tax rate 21.0 % 21.0 % Expected federal provision (benefit) for income taxes at the federal statutory income tax rate (5,828) (29,104) State income tax (benefit), net of federal tax benefit (1,190) (5,394) Change in fair value of warrants 422 (3,735) Nondeductible impairment of goodwill — 10,483 Permanent differences 136 226 Tax (benefits) / non-deductible expenses related to equity-based compensation 984 1,784 Acquisition costs — 620 Change in valuation allowance 4,808 18,498 Other 182 (1,350) Total income tax expense (benefit) $ (486) $ (7,972) Effective tax rate 1.8 % 5.8 % |
Schedule of Deferred Tax Assets and Liabilities | The table below presents the components of deferred tax assets, net and deferred tax liabilities: December 31, 2023 December 31, 2022 Deferred tax assets: Accrued expenses and reserves $ 1,992 $ 4,997 Capitalized research and development expenses 2,241 1,182 Tax credit carryforwards 240 230 Deferred revenue 1,217 — Net operating loss carryforwards 20,371 19,303 Interest disallowance 6,640 4,046 Equity-based compensation 1,580 1,053 Lease liability 4,454 4,293 Other assets 54 19 Total deferred tax assets 38,789 35,123 Less: valuation allowance (23,821) (19,013) Deferred tax assets, net of valuation allowance 14,968 16,110 Deferred tax liabilities: Right-of-use asset $ (3,725) $ (3,584) Deferred revenue — (1,498) Depreciation and amortization (13,523) (13,712) Other (122) (571) Deferred tax liabilities (17,370) (19,365) Total net deferred tax assets (liabilities) $ (2,402) $ (3,255) |
Schedule of Change In Valuation Allowance | The table below presents the change in valuation allowance for the following periods: Valuation allowance as of December 31, 2021 $ (515) Income tax expense (18,498) Valuation allowance as of December 31, 2022 $ (19,013) Income tax expense (4,808) Valuation allowance as of December 31, 2023 $ (23,821) |
Schedule of Unrecognized Tax Benefits Roll Forward | The table below presents changes in reserves for unrecognized income tax benefits for the following periods: Year Ended December 31, 2023 December 31, 2022 Unrecognized tax benefits, beginning of period $ 1,380 $ 1,380 Increase (decrease) for tax positions taken related to a prior period — — Increase (decrease) for tax positions taken during the current period — — Unrecognized tax benefits, end of period $ 1,380 $ 1,380 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Temporary Equity | The table below presents activity of the Company’s Series A Convertible Preferred Stock: Shares Amount Balance as of December 31, 2022 81,250.00 $ 76,365 Dividends paid-in-kind 12,640.20 19,741 Balance as of December 31, 2023 93,890.20 $ 96,106 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2023 December 31, 2022 Civil space $ 102,594 $ 63,003 National security 59,053 43,906 Commercial and other 82,153 53,640 Total revenues $ 243,800 $ 160,549 The table below presents revenues based on the geographic location of the Company’s customers for the following periods: Year Ended December 31, 2023 December 31, 2022 U.S. $ 172,903 $ 142,867 Europe 70,814 17,205 Other 83 477 Total revenues $ 243,800 $ 160,549 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: Year Ended December 31, 2023 December 31, 2022 Customer A (1) $ 39,314 $ 17,131 Customer B (1) 33,621 — Customer C (1) — 20,048 Customer D (1) — 21,705 Total $ 72,935 $ 58,884 (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 consolidated balance sheets for the following periods: December 31, December 31, Contract assets $ 36,961 $ 31,041 Contract liabilities $ 52,645 $ 29,817 |
Schedule of EAC Adjustments | The below table summarizes the favorable (unfavorable) impact of the net EAC adjustments for the following periods: Year Ended December 31, 2023 December 31, 2022 Net EAC adjustments, before income taxes $ (3,522) $ (9,953) Net EAC adjustments, net of income taxes (3,459) (9,376) Net EAC adjustments, net of income taxes, per diluted share (0.05) (0.15) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Employee Benefit Plan Disclosures | The table below presents the expense for matching contributions for the following periods: Year Ended December 31, 2023 December 31, 2022 Total expense for matching contributions $ 2,367 $ 2,002 |
Schedule of Post Retirement Benefit Obligation | The following table provides a summary of the funded status of the Company’s post-retirement benefit plans and the presentation of such balances within the consolidated balance sheets: December 31, 2023 December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Projected benefit obligations $ 6,649 $ 3,077 $ 5,963 $ 2,486 Fair value of plan assets 6,423 2,903 5,795 2,352 Funded (underfunded) status $ (226) $ (174) $ (168) $ (134) Consolidated Balance Sheet line item amounts: Other non-current liabilities $ (226) $ (174) $ (168) $ (134) |
Schedule of Reconciliation of Benefit Obligations, Plan Assets and Net Funded (Unfunded) Status | The following table provides a reconciliation of benefit obligations, plan assets and net funded (unfunded) status of our qualified defined benefit pension plans and our retiree medical and life insurance plans: Base Plan Performance Plans Change in benefit obligations Beginning balance as of December 31, 2022 $ 5,963 $ 2,486 Service cost 328 449 Interest cost 231 92 Employee contributions 235 — Benefits paid (155) — Actuarial (gain) loss (136) (32) Foreign currency translation 183 82 Ending balance as of December 31, 2023 $ 6,649 $ 3,077 Change in plan assets Beginning balance as of December 31, 2022 $ 5,795 $ 2,352 Expected return on plan assets 230 103 Employee contributions 245 — Employer contributions 386 444 Benefits paid (155) — Actuarial gain (loss) (115) (65) Expenses paid (140) (9) Foreign currency translation 177 78 Ending balance as of December 31, 2023 $ 6,423 $ 2,903 Funded (underfunded) status as of December 31, 2022 $ (168) $ (134) Funded (underfunded) status as of December 31, 2023 (226) (174) |
Schedule of Net Periodic Benefit Income | The following table provides the components of net periodic benefit cost and other amounts recognized in the consolidated statements of operations during the periods presented: Year Ended December 31, 2023 Two Months Ended December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Net periodic benefit cost: Service cost $ 328 $ 449 $ 43 $ — Interest cost 231 92 35 14 Expected return on plan assets (230) (103) (34) (14) Amortization of net actuarial (gain) loss (22) 32 (3) 4 Net periodic benefit cost $ 307 $ 470 $ 41 $ 4 |
Schedule of Defined Benefit Obligation And Periodic Benefit Cost | The following tables provide the assumptions used to determine the fair value of projected benefit obligations and the net periodic benefit cost, as they pertain to the Company’s cash balance plans as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Discount rate 3.90 % 3.45%-3.67% 3.75 % 3.65 % Expected return on plan assets 3.90 % 3.45%-3.67% 3.75 % 3.65 % Retirement age 65 65-67 65 65 |
Schedule of Insurance Contracts | The following table presents the fair value of the plan assets, represented by the Company’s investment in insurance contracts as of the respective dates: December 31, 2023 December 31, 2022 Base Plan Performance Plans Base Plan Performance Plans Insurance contracts at cash surrender value $ 6,423 $ 2,903 $ 5,795 $ 2,352 |
Schedule of Contributions | The following table presents contributions made by the employee and employer for the period presented as well as the following year: Year Ended December 31, 2023 Two Months Ended December 31, 2022 Contributions by: Base Plan Performance Plans Base Plan Performance Plans Employee $ 245 $ — $ 35 $ — Employer 386 444 61 — Contributions expected to be made in 2024: Employee $ 269 $ — Employer 453 — |
Schedule of Defined Benefit Plan, Expected Future Benefit Payment | The following table provides the projected timing of payments for benefits earned to date and benefits expected to be earned for future service by current active employees under our defined benefit plan: Year Base Plan Performance Plans 2024 $ 92 $ — 2025 73 — 2026 459 — 2027 — — 2028 424 — Years 2029 - 2033 1,783 3,274 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions | The fair value of options granted under the Plan was estimated on the grant date under the Black-Scholes OPM using the following assumptions: 2022 Grants Expected option term (years) 6 Expected volatility 59.50% to 72.20% Risk-free rate of return 2.90%-3.95% Expected annual dividend yield — % |
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, 2021 1,546,400 $ 3.32 $ 10.00 9.67 Granted 995,118 1.78 3.09 Expired (33,834) 3.31 10.00 Forfeited (354,093) 2.76 7.48 Outstanding as of December 31, 2022 2,153,591 $ 2.70 $ 7.22 8.60 Granted — — — Expired (13,001) 3.28 9.86 Forfeited (37,999) 2.81 7.74 Outstanding as of December 31, 2023 2,102,591 $ 2.69 $ 7.20 7.42 |
Schedule of Monte-Carlo Simulation Following Assumptions | The fair value of PSUs granted under the Plan was estimated on the grant date using the Monte Carlo simulation model with the following assumptions: 2023 Grants Valuation date stock price $ 2.63 Remaining term of performance period 2.49 years Expected volatility 81.00 % Risk-free rate of return 4.70 % Expected annual dividend yield — % |
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, 2021 1,717,950 $ 11.66 1.8 $ 11,596 Granted 1,710,596 3.27 Vested (694,153) 9.91 Forfeited (451,615) 8.81 Unvested as of December 31, 2022 2,282,778 $ 6.30 1.3 $ 4,520 Granted 1,846,112 2.62 Vested (979,810) 6.44 Forfeited (297,865) 6.33 Unvested as of December 31, 2023 2,851,215 $ 3.89 1.2 $ 8,126 |
Schedule of Stock Compensation Expense | The table below presents the equity-based compensation expense recorded for the following periods : Year Ended December 31, 2023 December 31, 2022 Cost of sales Incentive units $ — $ 181 Stock options 117 63 Restricted stock units 2,540 2,386 Performance-based restricted stock units 13 — Total cost of sales $ 2,670 $ 2,630 Selling, general and administrative expenses Incentive units $ — $ 2,171 Stock options 1,578 1,578 Restricted stock units 3,982 4,407 Performance-based restricted stock units 428 — Total selling, general and administrative expenses $ 5,988 $ 8,156 Total equity-based compensation expense $ 8,658 $ 10,786 |
Impairment Expense (Tables)
Impairment Expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impairment Expense | The table below presents the impairment expense recorded during the following periods: Year Ended December 31, 2023 December 31, 2022 Property, plant and equipment, net $ — $ 13,112 Intangible assets, net — 30,871 Right-of-use assets — 2,724 Goodwill — 49,916 Total impairment expense $ — $ 96,623 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2023 December 31, 2022 Numerator: Net income (loss) attributable to Redwire Corporation $ (27,263) $ (130,617) Less: dividends on Convertible Preferred Stock 20,021 1,760 Net income (loss) available to common shareholders $ (47,284) $ (132,377) Denominator: Weighted-average common shares outstanding: Basic and diluted 64,654,153 63,324,416 Net income (loss) per common share: Basic and diluted $ (0.73) $ (2.09) |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets and the consolidated statements of operations and comprehensive income (loss) for the following periods: As of December 31, 2023 December 31, 2022 Accounts receivable: Related Party A $ — $ — Related Party B 4,849 258 $ 4,849 $ 258 Year Ended Revenues: December 31, 2023 December 31, 2022 Related Party A $ 955 $ 1,962 Related Party B 8,250 7,665 $ 9,205 $ 9,627 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) reportingUnit segment | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segments | 1 | |
Number of reportable segments | 1 | |
Cash and cash equivalents | $ | $ 30,278 | $ 28,316 |
Number of reporting units | reportingUnit | 4 | |
Vesting period | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 15, 2023 | Apr. 15, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid (received) during the period for: | ||||
Interest | $ 9,082 | $ 6,868 | ||
Income taxes | 0 | 0 | ||
Non-cash investing and financing activities: | ||||
Convertible Preferred Stock dividends paid-in-kind | $ 10,700 | $ 9,000 | 19,741 | 0 |
Capital expenditures not yet paid | 1,321 | 1,209 | ||
Equity financing transaction costs not yet paid | $ 0 | $ 622 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment, net (Details) | Dec. 31, 2023 |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 7 years |
Laboratory equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 3 years |
Laboratory equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 10 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life in years | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Advertising Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 1,199 | $ 1,306 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||
Oct. 31, 2022 USD ($) | Oct. 31, 2022 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 65,757 | $ 64,618 | $ 96,314 | ||
Transaction expenses | 0 | 3,200 | |||
Space NV | |||||
Business Acquisition [Line Items] | |||||
Percent of ownership acquired | 100% | ||||
Cash paid | $ 36,930 | € 37 | |||
Measurement period adjustments | 500 | ||||
Goodwill | $ 17,858 | $ 17,900 | |||
Transaction expenses | $ 3,112 |
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 ($) | Oct. 31, 2022 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Liabilities: | |||||
Goodwill | $ 65,757 | $ 64,618 | $ 96,314 | ||
Space NV | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 36,930 | € 37 | |||
Purchase consideration | 36,930 | ||||
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 | 215 | ||||
Goodwill | $ 17,858 | $ 17,900 |
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 Post-Acquisition Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Transaction expenses | $ 0 | $ 3,200 |
Space NV | ||
Business Acquisition [Line Items] | ||
Post-acquisition revenues | 11,658 | |
Net income (loss) attributable to Redwire Corporation | (294) | |
Transaction expenses | $ 3,112 |
Business Combinations - Sched_4
Business Combinations - Schedule of Pro Forma Financial Data (Details) - Business Combinations 2022 $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Revenues | $ 207,761 |
Net income (loss) attributable to Redwire Corporation | $ (129,645) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Apr. 14, 2022 | Jan. 31, 2023 | Dec. 31, 2023 | 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) | $ 2.85 | ||||||
Unused capacity | $ 21,600,000 | ||||||
Increase (decrease) in fair value of private warrant liability | $ 2,011,000 | $ (17,784,000) | |||||
Fair value, asset, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |||||
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |||||
Private Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 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 | $ 0.17 | |||||
Increase (decrease) in fair value of private warrant liability | $ 2,011,000 | $ (17,784,000) | |||||
Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 8,188,811 | 8,188,811 | |||||
Number of warrants to purchase common stock (in shares) | 1 | ||||||
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) | 497,392 | ||||||
Aggregate gross proceeds | $ 1,200,000 | ||||||
Remaining shares available (in shares) | 7,592,939 | ||||||
Minimum | Committed Equity Facility | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price per share (in dollars per share) | $ 2.43 | ||||||
Maximum | Committed Equity Facility | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price per share (in dollars per share) | $ 3.12 | ||||||
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 | 12 Months Ended | ||
Dec. 31, 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) | $ 2.85 | $ 1.98 | |
Expected option term | 2 years 8 months 1 day | 3 years 8 months 1 day | |
Expected volatility | 74.20% | 60.70% | |
Risk-free rate of return | 4% | 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Derivative asset, statement of financial position | Prepaid expenses and other current assets | Other non-current assets |
Liabilities: | ||
Private warrants | $ 3,325 | $ 1,314 |
Contingent consideration | 0 | 1,000 |
Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | 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 | 0 | 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 | 0 | 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 | $ 0 | $ 216 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Changes in Financial Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assets: | ||
Beginning balance | $ 216 | $ 0 |
Additions | 0 | 756 |
Changes in fair value | (216) | (540) |
Settlements | 0 | 0 |
Ending balance | 0 | 216 |
Committed Equity Facility | ||
Assets: | ||
Beginning balance | 216 | 0 |
Additions | 0 | 756 |
Changes in fair value | (216) | (540) |
Settlements | 0 | 0 |
Ending balance | $ 0 | $ 216 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Changes in Financial Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liabilities: | ||
Beginning balance | $ 2,314 | $ 20,098 |
Additions | 0 | 0 |
Changes in fair value | 2,011 | (17,784) |
Settlements | (1,000) | 0 |
Ending balance | 3,325 | 2,314 |
Private Warrants | ||
Liabilities: | ||
Beginning balance | 1,314 | 19,098 |
Additions | 0 | 0 |
Changes in fair value | 2,011 | (17,784) |
Settlements | 0 | 0 |
Ending balance | 3,325 | 1,314 |
Contingent Consideration | ||
Liabilities: | ||
Beginning balance | 1,000 | 1,000 |
Additions | 0 | 0 |
Changes in fair value | 0 | 0 |
Settlements | (1,000) | 0 |
Ending balance | $ 0 | $ 1,000 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Billed receivables | $ 28,926,000 | $ 25,518,000 |
Unbilled receivables | 3,485,000 | 1,208,000 |
Total accounts receivable, net | 32,411,000 | 26,726,000 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,452 | $ 995 |
Work in process | 64 | 474 |
Inventory | $ 1,516 | $ 1,469 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Property, Plant and Equipment [Line Items] | |||
Finance lease ROU assets | $ 2,004 | $ 944 | |
Property, plant and equipment, gross | 22,447 | 15,793 | |
Less: accumulated depreciation | (6,538) | (3,032) | |
Total property, plant and equipment, net | 15,909 | 12,761 | |
Impairment expense | [1] | 0 | 96,623 |
Impairment expense, property and equipment | 0 | 13,112 | |
Depreciation expense | 3,512 | 3,325 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,314 | 1,508 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,220 | 1,100 | |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,680 | 4,129 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,447 | 6,704 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,782 | 1,408 | |
United States | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease ROU assets | 0 | 0 | |
Property, plant and equipment, gross | 14,568 | 9,601 | |
Less: accumulated depreciation | (4,631) | (2,785) | |
Total property, plant and equipment, net | 9,937 | 6,816 | |
United States | Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,755 | 1,256 | |
United States | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,181 | 1,062 | |
United States | Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,086 | 3,646 | |
United States | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,764 | 2,229 | |
United States | Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,782 | 1,408 | |
Europe | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease ROU assets | 2,004 | 944 | |
Property, plant and equipment, gross | 7,879 | 6,192 | |
Less: accumulated depreciation | (1,907) | (247) | |
Total property, plant and equipment, net | 5,972 | 5,945 | |
Europe | Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 559 | 252 | |
Europe | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 39 | 38 | |
Europe | Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 594 | 483 | |
Europe | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,683 | 4,475 | |
Europe | Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 0 | $ 0 | |
[1] Please refer to Note T – Impairment Expense for additional information. |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (18,509) | $ (11,247) |
Net carrying amount | 60,604 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 81,494 | 78,118 |
Accumulated amortization | (18,509) | (11,247) |
Net carrying amount | 62,985 | 66,871 |
Cosmos Tradename | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Carrying amount | 300 | 300 |
IPR&D | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Carrying amount | 0 | 1,712 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 39,824 | 39,593 |
Accumulated amortization | (6,181) | (4,037) |
Net carrying amount | $ 33,643 | $ 35,556 |
Weighted average useful life in years | 21 years | 21 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (6,181) | $ (4,037) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 32,861 | 30,954 |
Accumulated amortization | (8,833) | (5,012) |
Net carrying amount | $ 24,028 | $ 25,942 |
Weighted average useful life in years | 15 years | 13 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (8,833) | $ (5,012) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,172 | 3,172 |
Accumulated amortization | (1,684) | (1,278) |
Net carrying amount | $ 1,488 | $ 1,894 |
Weighted average useful life in years | 9 years | 7 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (1,684) | $ (1,278) |
Internal-use software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,256 | 2,387 |
Accumulated amortization | (1,811) | (920) |
Net carrying amount | $ 1,445 | $ 1,467 |
Weighted average useful life in years | 4 years | 3 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (1,811) | $ (920) |
In-process internal-use software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,081 | |
Accumulated amortization | 0 | |
Net carrying amount | 2,081 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ 0 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment expense | [1] | $ 0 | $ 96,623 |
Impairment expense, intangible assets | $ 0 | $ 30,871 | |
[1] Please refer to Note T – Impairment Expense for additional information. |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 7,212 | $ 7,963 |
Intangible Assets, net - Sche_3
Intangible Assets, net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 6,816 |
2025 | 5,968 |
2026 | 5,465 |
2027 | 5,111 |
2028 | 4,743 |
Thereafter | 32,501 |
Net carrying amount | $ 60,604 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Gross Goodwill | ||
Beginning balance gross goodwill | $ 114,534 | $ 96,314 |
Goodwill arising from the Space NV acquisition | 17,313 | |
Measurement period adjustment - Space NV | 545 | |
Change arising from impact of foreign currency | 808 | |
Ending balance gross goodwill | 115,887 | 114,534 |
Accumulated Impairment | ||
Beginning balance accumulated impairment | (49,916) | 0 |
Impairment expense | 0 | (49,916) |
Change arising from impact of foreign currency | (214) | |
Ending balance accumulated impairment | (50,130) | (49,916) |
Net Goodwill | ||
Beginning balance of goodwill | 64,618 | 96,314 |
Goodwill arising from the Space NV acquisition | 17,313 | |
Impairment expense | 0 | 49,916 |
Measurement period adjustment - Space NV | 545 | |
Change arising from impact of foreign currency | 594 | 907 |
Ending balance of goodwill | $ 65,757 | $ 64,618 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment expense | [1] | $ 0 | $ 96,623 |
Goodwill impairment | $ 0 | $ 49,916 | |
[1] Please refer to Note T – Impairment Expense for additional information. |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 89,477 | $ 78,938 |
Less: unamortized discounts and issuance costs | 1,257 | 1,615 |
Total debt, net | 88,220 | 77,323 |
Less: Short-term debt, including current portion of long-term debt | 1,378 | 2,578 |
Total long-term debt, net | $ 86,842 | 74,745 |
Adams Street Capital Agreement | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 12.27% | |
Total debt | $ 30,522 | 30,626 |
Adams Street Capital Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 16.71% | |
Total debt | $ 12,000 | 0 |
Adams Street Delayed Draw Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 12.27% | |
Total debt | $ 14,769 | 14,819 |
Adams Street Incremental Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 12.14% | |
Total debt | $ 31,588 | 31,695 |
D&O Financing Loans | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 1.92% | |
Total debt | $ 598 | $ 1,798 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2023 | Sep. 03, 2023 | Sep. 03, 2022 | Sep. 03, 2021 | |
Debt Instrument [Line Items] | ||||||||
Total debt | $ 89,477,000 | $ 78,938,000 | ||||||
Non-cash interest expense | 525,000 | 690,000 | ||||||
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 | 500,000 | 700,000 | ||||||
Medium-term Notes | Adams Street Capital Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | 31,000,000 | |||||||
Total debt | 30,522,000 | 30,626,000 | ||||||
Medium-term Notes | Adams Street Delayed Draw Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | 15,000,000 | |||||||
Total debt | 14,769,000 | 14,819,000 | ||||||
Medium-term Notes | Adams Street Incremental Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | 32,000,000 | |||||||
Total debt | 31,588,000 | 31,695,000 | ||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit amount | 30,000,000 | $ 25,000,000 | ||||||
Borrowed amount | 35,500,000 | |||||||
Repayment amount | 23,500,000 | |||||||
Total debt | 12,000,000 | 0 | ||||||
Line of credit | 18,000,000 | |||||||
Current borrowing capacity | $ 10,000,000 | |||||||
Commitment fee percentage | 2% | |||||||
Line of Credit | Adams Street Capital Agreement | Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Current borrowing capacity | $ 15,000,000 | |||||||
Notes Payable to Banks | D&O Financing Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 598,000 | $ 1,798,000 | ||||||
Face amount | $ 1,200,000 | $ 2,700,000 | $ 3,000,000 | |||||
Interest rate | 7.39% | 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 $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Aggregate principal | $ 5 |
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% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 1,378 | |
2025 | 780 | |
2026 | 87,319 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total debt | 89,477 | $ 78,938 |
Adams Street Capital Agreement | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2024 | 310 | |
2025 | 310 | |
2026 | 29,902 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total debt | 30,522 | 30,626 |
Adams Street Capital Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
2024 | 0 | |
2025 | 0 | |
2026 | 12,000 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total debt | 12,000 | 0 |
Adams Street Delayed Draw Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2024 | 150 | |
2025 | 150 | |
2026 | 14,469 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total debt | 14,769 | 14,819 |
Adams Street Incremental Term Loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
2024 | 320 | |
2025 | 320 | |
2026 | 30,948 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total debt | 31,588 | 31,695 |
D&O Financing Loans | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
2024 | 598 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total debt | $ 598 | $ 1,798 |
Debt - Schedule of Interest Inc
Debt - Schedule of Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense on debt | $ 10,702 | $ 8,220 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) lease | Dec. 31, 2022 USD ($) | ||
Operating Leased Assets [Line Items] | |||
Number of leases with annual escalations | lease | 3 | ||
Renewal term | 10 years | ||
Renewal term extension | 60 days | ||
Impairment expense | [1] | $ 0 | $ 96,623 |
Right-of-use assets | $ 0 | $ 2,724 | |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Minimum rent percentage | 2% | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Minimum rent percentage | 4% | ||
[1] Please refer to Note T – Impairment Expense for additional information. |
Leases - Schedule of Lease Info
Leases - Schedule of Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance lease cost: | ||
Amortization of ROU assets | $ 434 | $ 54 |
Interest on lease liabilities | 98 | 6 |
Operating lease costs | 4,251 | 3,339 |
Variable lease costs | 29 | 0 |
Short-term lease costs | 230 | 251 |
Total lease costs | $ 5,042 | $ 3,650 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Right-of-use assets, net reflected in the following balance sheet line items: | ||
Property, plant and equipment, net | $ 1,551 | $ 899 |
Right-of-use assets | $ 13,181 | $ 13,103 |
Finance lease, right-of-use asset, statement of financial position | Property, plant and equipment, net of accumulated depreciation of $6,538 and $3,032, respectively | Property, plant and equipment, net of accumulated depreciation of $6,538 and $3,032, respectively |
Current lease balance reflected in the following balance sheet line items: | ||
Short-term operating lease liabilities | $ 3,737 | $ 3,214 |
Short-term finance lease liabilities | 439 | 299 |
Non-current lease balance reflected in the following balance sheet line items: | ||
Long-term operating lease liabilities | 12,302 | 12,670 |
Long-term finance lease liabilities | 1,137 | 579 |
Operating lease liability total | 16,039 | 15,884 |
Finance lease liability total | $ 1,576 | $ 878 |
Leases - Schedule of Other Supp
Leases - Schedule of Other Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Leases | ||
Cash paid for lease liabilities | $ 4,273 | $ 3,076 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 3,418 | $ 8,615 |
Weighted average remaining lease term (in years) | 4 years 4 months 24 days | 4 years 9 months 18 days |
Weighted average discount rate | 6.30% | 5.60% |
Finance Leases | ||
Cash paid for lease liabilities | $ 492 | $ 61 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 1,167 | $ 944 |
Weighted average remaining lease term (in years) | 3 years 9 months 18 days | 3 years 1 month 6 days |
Weighted average discount rate | 8.40% | 9.30% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 4,582 | |
2025 | 4,098 | |
2026 | 3,509 | |
2027 | 3,371 | |
2028 | 1,852 | |
Thereafter | 1,572 | |
Total lease payments | 18,984 | |
Less: imputed interest | 2,945 | |
Present value of lease liabilities | 16,039 | $ 15,884 |
Finance Leases | ||
2024 | 564 | |
2025 | 479 | |
2026 | 363 | |
2027 | 289 | |
2028 | 136 | |
Thereafter | 0 | |
Total lease payments | 1,831 | |
Less: imputed interest | 255 | |
Present value of lease liabilities | $ 1,576 | $ 878 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants to purchase common stock (in shares) | 1 | ||
Fair value (in dollars per share) | $ 11.50 | ||
Redemption price (in dollars per share) | $ 0.01 | ||
Written notice of redemption period | 30 days | ||
Stock price trigger (in dollars per share) | $ 18 | ||
Threshold trading days | 20 days | ||
Threshold trading day period | 30 days | ||
Business days prior to the notice of redemption | 3 days | ||
Warrants outstanding (in shares) | 8,188,811 | 8,188,811 | |
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants to purchase common stock (in shares) | 1 | ||
Fair value (in dollars per share) | $ 0.43 | $ 0.17 | |
Warrants outstanding (in shares) | 7,732,168 | 7,732,168 | 7,732,168 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | (73) | 33 |
Foreign | 512 | 259 |
Total current income tax expense (benefit) | 439 | 292 |
Deferred: | ||
Federal | 48 | (6,317) |
State | 62 | (1,963) |
Foreign | (1,035) | 16 |
Total deferred income tax expense (benefit) | (925) | (8,264) |
Total income tax expense (benefit) | $ (486) | $ (7,972) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before income taxes | $ (27,750) | $ (138,592) |
Federal statutory income tax rate | 21% | 21% |
Expected federal provision (benefit) for income taxes at the federal statutory income tax rate | $ (5,828) | $ (29,104) |
State income tax (benefit), net of federal tax benefit | (1,190) | (5,394) |
Change in fair value of warrants | 422 | (3,735) |
Nondeductible impairment of goodwill | 0 | 10,483 |
Permanent differences | 136 | 226 |
Tax (benefits) / non-deductible expenses related to equity-based compensation | 984 | 1,784 |
Acquisition costs | 0 | 620 |
Change in valuation allowance | 4,808 | 18,498 |
Other | 182 | (1,350) |
Total income tax expense (benefit) | $ (486) | $ (7,972) |
Effective tax rate | 1.80% | 5.80% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Accrued expenses and reserves | $ 1,992 | $ 4,997 | |
Capitalized research and development expenses | 2,241 | 1,182 | |
Tax credit carryforwards | 240 | 230 | |
Deferred revenue | 1,217 | 0 | |
Net operating loss carryforwards | 20,371 | 19,303 | |
Interest disallowance | 6,640 | 4,046 | |
Equity-based compensation | 1,580 | 1,053 | |
Lease liability | 4,454 | 4,293 | |
Other assets | 54 | 19 | |
Total deferred tax assets | 38,789 | 35,123 | |
Less: valuation allowance | (23,821) | (19,013) | $ (515) |
Deferred tax assets, net of valuation allowance | 14,968 | 16,110 | |
Deferred tax liabilities: | |||
Right-of-use asset | (3,725) | (3,584) | |
Deferred revenue | 0 | (1,498) | |
Depreciation and amortization | (13,523) | (13,712) | |
Other | (122) | (571) | |
Deferred tax liabilities | (17,370) | (19,365) | |
Total net deferred tax assets (liabilities) | $ (2,402) | $ (3,255) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Net operating loss | $ 75,300,000 | ||
Uncertain tax positions | 1,380,000 | $ 1,380,000 | $ 1,380,000 |
Unrecognized tax benefits recognized | 1,300,000 | ||
Interest and penalty expense | 0 | $ 0 | |
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | 15,800,000 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | 3,600,000 | ||
Foreign Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | $ 900,000 |
Income Taxes - Change In Valuat
Income Taxes - Change In Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Valuation Allowance [Roll Forward] | ||
Beginning balance | $ (19,013) | $ (515) |
Income tax expense | (4,808) | (18,498) |
Ending balance | $ (23,821) | $ (19,013) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of period | $ 1,380 | $ 1,380 |
Increase (decrease) for tax positions taken related to a prior period | 0 | 0 |
Increase (decrease) for tax positions taken during the current period | 0 | 0 |
Unrecognized tax benefits, end of period | $ 1,380 | $ 1,380 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | May 25, 2022 day | Dec. 31, 2023 ft² |
Commitments and Contingencies Disclosure [Abstract] | ||
Days following issuance of decision | 15 | |
Days following party notice of another pending action | 20 | |
Area of property | ft² | 30,000 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Temporary Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 15, 2023 | Apr. 15, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 81,250 | |||
Beginning balance | $ 76,365 | |||
Dividends paid-in-kind (in shares) | 12,640.2 | |||
Dividends paid-in-kind | $ 10,700 | $ 9,000 | $ 19,741 | $ 0 |
Ending balance (in shares) | 93,890.2 | 81,250 | ||
Ending balance | $ 96,106 | $ 76,365 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Nov. 01, 2023 | Oct. 15, 2023 | May 01, 2023 | Apr. 15, 2023 | Oct. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Nov. 03, 2022 | |
Temporary Equity [Line Items] | |||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Shares authorized (in shares) | 125,292 | 125,292 | |||||||
Shares outstanding (in shares) | 81,250 | 93,890.2 | 81,250 | ||||||
Dividends paid-in-kind | $ 10,700 | $ 9,000 | $ 19,741 | $ 0 | |||||
Calculation period | 3 years 6 months | 2 years 6 months | |||||||
Conversion price per share (in dollars per share) | $ 1,623 | $ 1,495 | |||||||
Convertible preferred stock, conversion price (in dollar per share) | $ 3.05 | ||||||||
Units outstanding (in shares) | 63,852,690 | 65,546,174 | 64,280,631 | ||||||
Convertible preferred stock issued (in shares) | 93,890.2 | 81,250 | |||||||
Convertible shares (in shares) | 31,452,478 | ||||||||
Accumulated but not declared or paid dividends | $ 2,000 | ||||||||
Liquidation preference, per share related feature | $ 1,000 | ||||||||
Convertible preferred stock, liquidation preference | $ 187,780 | $ 162,500 | |||||||
Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Shares authorized (in shares) | 88,000 | 125,292 | |||||||
Preferred stock purchase price | $ 81,250 | ||||||||
Aggregate purchase price, net of debt issuance costs | $ 76,400 | ||||||||
Shares issued (in shares) | 6,600.54 | 6,039.66 | |||||||
Percentage of share issued | 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 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Apr. 14, 2022 USD ($) | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Oct. 28, 2022 shares | Apr. 22, 2022 shares | Sep. 02, 2021 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock authorized (in shares) | 99,874,708 | 99,874,708 | 100,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Price per share (in dollars per share) | $ / shares | $ 2.85 | |||||
Unused capacity | $ | $ 21.6 | |||||
Units outstanding (in shares) | 65,546,174 | 64,280,631 | 63,852,690 | |||
Number of votes held | vote | 1 | |||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||
Committed Equity Facility | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share purchase period | 24 months | |||||
Percentage of share issued | 19.99% | |||||
Percentage of share eligible to be purchased based on purchase volume reference amount | 50% | |||||
Trading day period | 10 days | |||||
Percentage of share eligible to be purchased based on shares traded | 20% | |||||
Sale of stock, number of shares authorized for issuance (in shares) | 9,000,000 | |||||
Beneficial ownership percentage | 4.99% | |||||
Payments of stock issuance costs, settled in shares | $ | $ 0.8 | |||||
Payments of stock issuance costs, settled in cash | $ | $ 0.7 | |||||
Shares from transaction (in shares) | 497,392 | |||||
Aggregate gross proceeds | $ | $ 1.2 | |||||
Remaining shares available | 7,592,939 |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues by Customer Grouping (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 243,800 | $ 160,549 |
Civil space | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 102,594 | 63,003 |
National security | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 59,053 | 43,906 |
Commercial and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 82,153 | $ 53,640 |
Revenues - Schedule of Revenu_2
Revenues - Schedule of Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 243,800 | $ 160,549 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 172,903 | 142,867 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 70,814 | 17,205 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 83 | $ 477 |
Revenues - Schedule of Revenu_3
Revenues - Schedule of Revenues by Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 243,800 | $ 160,549 |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 72,935 | 58,884 |
Customer A | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 39,314 | 17,131 |
Customer B | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 33,621 | 0 |
Customer C | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 20,048 |
Customer D | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 0 | $ 21,705 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 36,961 | $ 31,041 |
Contract liabilities | $ 52,645 | $ 29,817 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liability, revenue recognized | $ 28.4 | $ 15.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 353.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 50% | |
Remaining performance obligation, period | 12 months |
Revenues - Schedule of EAC Adju
Revenues - Schedule of EAC Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net EAC adjustments, before income taxes | $ (27,750) | $ (138,592) |
Net EAC adjustments, net of income taxes | $ (27,263) | $ (130,617) |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ (0.73) | $ (2.09) |
Contracts Accounted for under Percentage of Completion | ||
Disaggregation of Revenue [Line Items] | ||
Net EAC adjustments, before income taxes | $ (3,522) | $ (9,953) |
Net EAC adjustments, net of income taxes | $ (3,459) | $ (9,376) |
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share) | $ (0.05) | $ (0.15) |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - plan | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Number of contribution plans | 1 | 2 |
Percent of employee contributions | 50% | 50% |
Employer matching contributions of gross pay | 8% | 6% |
Number of post-retirement benefit plans | 3 | |
Number of dormant plans | 2 | 2 |
Performance Plans | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Number of post-retirement benefit plans | 2 | |
Base Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Number of post-retirement benefit plans | 1 | |
Techshot 401(k) | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percent of employee contributions | 50% | |
Employer matching contributions of gross pay | 8% |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employee Benefit Plan Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Total expense for matching contributions | $ 2,367 | $ 2,002 |
Employee Benefit Plans - Post R
Employee Benefit Plans - Post Retirement Benefit Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Base Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligations | $ 6,649 | $ 5,963 |
Fair value of plan assets | 6,423 | 5,795 |
Funded (underfunded) status | (226) | (168) |
Base Plan | Other non-current liabilities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded (underfunded) status | (226) | (168) |
Performance Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligations | 3,077 | 2,486 |
Fair value of plan assets | 2,903 | 2,352 |
Funded (underfunded) status | (174) | (134) |
Performance Plans | Other non-current liabilities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded (underfunded) status | $ (174) | $ (134) |
Employee Benefit Plans -Change
Employee Benefit Plans -Change In Benefit Obligations, Plan Assets and Net Funded (Unfunded) Status (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Base Plan | ||
Change in benefit obligations | ||
Beginning balance as of December 31, 2022 | $ 5,963 | |
Service cost | $ 43 | 328 |
Interest cost | 35 | 231 |
Employee contributions | 235 | |
Benefits paid | (155) | |
Actuarial (gain) loss | (136) | |
Foreign currency translation | 183 | |
Ending balance as of December 31, 2023 | 5,963 | 6,649 |
Change in plan assets | ||
Beginning balance as of December 31, 2022 | 5,795 | |
Expected return on plan assets | 34 | 230 |
Employee contributions | 35 | 245 |
Employer contributions | 61 | 386 |
Benefits paid | (155) | |
Actuarial gain (loss) | (115) | |
Expenses paid | (140) | |
Foreign currency translation | 177 | |
Ending balance as of December 31, 2023 | 5,795 | 6,423 |
Funded (underfunded) status | (168) | (226) |
Performance Plans | ||
Change in benefit obligations | ||
Beginning balance as of December 31, 2022 | 2,486 | |
Service cost | 0 | 449 |
Interest cost | 14 | 92 |
Employee contributions | 0 | |
Benefits paid | 0 | |
Actuarial (gain) loss | (32) | |
Foreign currency translation | 82 | |
Ending balance as of December 31, 2023 | 2,486 | 3,077 |
Change in plan assets | ||
Beginning balance as of December 31, 2022 | 2,352 | |
Expected return on plan assets | 14 | 103 |
Employee contributions | 0 | 0 |
Employer contributions | 0 | 444 |
Benefits paid | 0 | |
Actuarial gain (loss) | (65) | |
Expenses paid | (9) | |
Foreign currency translation | 78 | |
Ending balance as of December 31, 2023 | 2,352 | 2,903 |
Funded (underfunded) status | $ (134) | $ (174) |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Benefit Income (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Base Plan | ||
Net periodic benefit cost: | ||
Service cost | $ 43 | $ 328 |
Interest cost | 35 | 231 |
Expected return on plan assets | (34) | (230) |
Amortization of net actuarial (gain) loss | (3) | (22) |
Net periodic benefit cost | 41 | 307 |
Performance Plans | ||
Net periodic benefit cost: | ||
Service cost | 0 | 449 |
Interest cost | 14 | 92 |
Expected return on plan assets | (14) | (103) |
Amortization of net actuarial (gain) loss | 4 | 32 |
Net periodic benefit cost | $ 4 | $ 470 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Benefit Obligation And Periodic Benefit Cost (Details) - age | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Base Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.90% | 3.75% |
Expected return on plan assets | 3.90% | 3.75% |
Retirement age | 65 | 65 |
Performance Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.65% | |
Expected return on plan assets | 3.65% | |
Retirement age | 65 | |
Performance Plans | Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.45% | |
Expected return on plan assets | 3.45% | |
Retirement age | 65 | |
Performance Plans | Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.67% | |
Expected return on plan assets | 3.67% | |
Retirement age | 67 |
Employee Benefit Plans - Insura
Employee Benefit Plans - Insurance Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Base Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Insurance contracts at cash surrender value | $ 6,423 | $ 5,795 |
Performance Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Insurance contracts at cash surrender value | $ 2,903 | $ 2,352 |
Employee Benefit Plans - Contri
Employee Benefit Plans - Contributions (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Base Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee | $ 35 | $ 245 |
Employer | 61 | 386 |
Contributions expected to be made in 2024: | ||
Employee | 269 | |
Employer | 453 | |
Performance Plans | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee | 0 | 0 |
Employer | $ 0 | 444 |
Contributions expected to be made in 2024: | ||
Employee | 0 | |
Employer | $ 0 |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected To Be Earned For Future Service (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Base Plan | |
Year | |
2024 | $ 92 |
2025 | 73 |
2026 | 459 |
2027 | 0 |
2028 | 424 |
Years 2029 - 2033 | 1,783 |
Performance Plans | |
Year | |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Years 2029 - 2033 | $ 3,274 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2023 shares | Jul. 03, 2023 $ / shares shares | May 25, 2023 $ / shares shares | Sep. 02, 2021 shares | Jul. 31, 2023 $ / shares | Dec. 31, 2023 USD ($) plan tranche $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of equity-based compensation plans | plan | 3 | |||||||
Incentive units participation threshold (in dollars per share) | $ / shares | $ 1 | |||||||
Number of tranches | tranche | 3 | |||||||
Common stock shares reserved (in shares) | 7,936,136 | 10,475,566 | 9,189,953 | |||||
Service period | 12 months | |||||||
Vesting period | 3 years | |||||||
Unrecognized compensation costs | $ | $ 1.6 | |||||||
Vested options (in shares) | 1,185,319 | |||||||
Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock shares reserved (in shares) | 755,822 | 2,025,537 | 1,382,731 | |||||
Annual increase period | 10 years | |||||||
Awards granted (in shares) | 0 | |||||||
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 2 months 12 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% | |||||||
Performance-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Expected period for recognition | 2 years | |||||||
Granted (in shares) | 5,000 | 701,097 | ||||||
Granted (in dollars per share) | $ / shares | $ 3.15 | |||||||
Unrecognized compensation costs | $ | $ 1.8 | |||||||
Shares outstanding (in shares) | 706,097 | |||||||
Forfeited (in shares) | 0 | |||||||
Performance-based restricted stock units | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grantee percentage | 0% | |||||||
Performance-based restricted stock units | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grantee percentage | 200% | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected period for recognition | 1 year 10 months 24 days | |||||||
Granted (in shares) | 1,846,112 | 1,710,596 | ||||||
Granted (in dollars per share) | $ / shares | $ 2.62 | $ 3.27 | ||||||
Unrecognized compensation costs | $ | $ 8.8 | |||||||
Shares outstanding (in shares) | 2,851,215 | 2,282,778 | 1,717,950 | |||||
Forfeited (in shares) | 297,865 | 451,615 | ||||||
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) | $ / shares | $ 2.43 | |||||||
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 1,640,347 | |||||||
Granted (in dollars per share) | $ / shares | $ 2.63 |
Equity-Based Compensation - Wei
Equity-Based Compensation - Weighted Average Assumptions (Details) - Stock options | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected option term | 6 years |
Expected volatility, minimum | 59.50% |
Expected volatility, maximum | 72.20% |
Range of risk-free interest rates, minimum | 2.90% |
Range of risk-free interest rates, maximum | 3.95% |
Expected annual dividend yield | 0% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Outstanding, beginning balance (in shares) | 2,153,591 | 1,546,400 | |
Granted options (in shares) | 0 | 995,118 | |
Expired (in shares) | (13,001) | (33,834) | |
Forfeitures (in shares) | (37,999) | (354,093) | |
Outstanding, ending balance (in shares) | 2,102,591 | 2,153,591 | 1,546,400 |
Weighted-Average Grant Date Fair Value per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 2.70 | $ 3.32 | |
Granted (in dollars per share) | 0 | 1.78 | |
Expired (in dollars per share) | 3.28 | 3.31 | |
Forfeited (in dollars per share) | 2.81 | 2.76 | |
Outstanding, ending balance (in dollars per share) | 2.69 | 2.70 | $ 3.32 |
Weighted-Average Exercise Price per Share | |||
Outstanding, beginning balance (in dollars per share) | 7.22 | 10 | |
Granted (in dollars per share) | 0 | 3.09 | |
Expired (in dollars per share) | 9.86 | 10 | |
Forfeited (in dollars per share) | 7.74 | 7.48 | |
Outstanding, ending balance (in dollars per share) | $ 7.20 | $ 7.22 | $ 10 |
Weighted-Average Remaining Contractual Term (Years) | 7 years 5 months 1 day | 8 years 7 months 6 days | 9 years 8 months 1 day |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Monte-Carlo Simulations Following Assumptions (Details) - Performance-based restricted stock units | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Valuation date stock price (in dollars per share) | $ 2.63 |
Remaining term of performance period (in years) | 2 years 5 months 26 days |
Expected volatility | 81% |
Risk-free rate of return | 4.70% |
Expected annual dividend yield | 0% |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Nonvested Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Shares | |||
Unvested, beginning balance (in shares) | 2,282,778 | 1,717,950 | |
Granted (in shares) | 1,846,112 | 1,710,596 | |
Vested (in shares) | (979,810) | (694,153) | |
Forfeited (in shares) | (297,865) | (451,615) | |
Unvested, ending balance (in shares) | 2,851,215 | 2,282,778 | 1,717,950 |
Weighted-Average Grant Date Fair Value per Share | |||
Unvested, beginning balance (in dollars per share) | $ 6.30 | $ 11.66 | |
Granted (in dollars per share) | 2.62 | 3.27 | |
Vested (in dollars per share) | 6.44 | 9.91 | |
Forfeited (in dollars per share) | 6.33 | 8.81 | |
Unvested, ending balance (in dollars per share) | $ 3.89 | $ 6.30 | $ 11.66 |
Weighted-Average Remaining Contractual Term (in Years) | 1 year 2 months 12 days | 1 year 3 months 18 days | 1 year 9 months 18 days |
Aggregate Intrinsic Value | $ 8,126 | $ 4,520 | $ 11,596 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 8,658 | $ 10,786 |
Cost of sales | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 2,670 | 2,630 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 5,988 | 8,156 |
Incentive units | Cost of sales | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 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 | 2,171 |
Stock options | Cost of sales | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 117 | 63 |
Stock options | Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 1,578 | 1,578 |
Restricted stock units | Cost of sales | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 2,540 | 2,386 |
Restricted stock units | Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 3,982 | 4,407 |
Performance-based restricted stock units | Cost of sales | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 13 | 0 |
Performance-based restricted stock units | Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 428 | $ 0 |
Impairment Expense - Schedule (
Impairment Expense - Schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Property, plant and equipment, net | $ 0 | $ 13,112 | |
Intangible assets, net | 0 | 30,871 | |
Right-of-use assets | 0 | 2,724 | |
Goodwill | 0 | 49,916 | |
Total impairment expense | [1] | $ 0 | $ 96,623 |
[1] Please refer to Note T – Impairment Expense for additional information. |
Impairment Expense - Narrative
Impairment Expense - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment expense | [1] | $ 0 | $ 96,623 | |
Impairment expense, property and equipment | 0 | 13,112 | ||
Right-of-use assets | 0 | 2,724 | ||
Impairment expense, intangible assets | 0 | 30,871 | ||
Impairment expense | 0 | 49,916 | ||
Goodwill | $ 65,757 | 64,618 | $ 96,314 | |
Mission Solutions | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 0 | |||
[1] Please refer to Note T – Impairment Expense for additional information. |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net income (loss) attributable to Redwire Corporation | $ (27,263) | $ (130,617) |
Less: dividends on Convertible Preferred Stock | 20,021 | 1,760 |
Net income (loss) available to common shareholders | $ (47,284) | $ (132,377) |
Denominator: | ||
Weighted average shares outstanding – basic (in shares) | 64,654,153 | 63,324,416 |
Weighted average shares outstanding – diluted (in shares) | 64,654,153 | 63,324,416 |
Net income (loss) per common share, basic (in dollars per share) | $ (0.73) | $ (2.09) |
Net income (loss) per common share, diluted (in dollars per share) | $ (0.73) | $ (2.09) |
Antidilutive securities (in shares) | 0 | 0 |
Joint Venture (Details)
Joint Venture (Details) $ / shares in Units, € in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) director company $ / shares shares | Dec. 31, 2023 EUR (€) company shares | 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 | $ 1,280 | $ 3,047 | |
Assets | 271,269 | 257,698 | |
Liabilities | 218,444 | 187,808 | |
(Loss) income recognized | 245 | 58 | |
Equity method investments | $ 3,613 | 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 | ||
Board of director renewable term | 2 years | 2 years | |
Assets | $ 500 | 1,600 | |
Liabilities | $ 100 | 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 | ||
(Loss) income recognized | $ (200) | $ 0 | |
Redu Operations Services SA/NV | |||
Schedule of Equity Method Investments [Line Items] | |||
Initial issued share capital | € | € 100 | ||
Shares sold (in shares) | shares | 1,000 | 1,000 | |
Shares issued (in dollars per share) | $ / shares | $ 100 | ||
Redu Space Service SA/NV | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage of equity method investment | 48% | ||
Number of directors | director | 5 | ||
Board of director renewable term | 2 years | 2 years | |
Redu Space Service SA/NV | SES Techcom S.A. | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage of equity method investment | 52% |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 32,411 | $ 26,726 |
Revenues | 243,800 | 160,549 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 4,849 | 258 |
Revenues | 9,205 | 9,627 |
Related Party | Related Party A | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 0 | 0 |
Revenues | 955 | 1,962 |
Related Party | Related Party B | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 4,849 | 258 |
Revenues | $ 8,250 | $ 7,665 |