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BUSINESS COMBINATIONS | 12 Months Ended
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Dec. 31, 2021
Business Combinations [Abstract] |
BUSINESS COMBINATIONS |
4. | BUSINESS COMBINATIONS
Sinclair Interplanetary On April 28, 2020, the Company acquired 100% of the outstanding capital stock and voting interest of Sinclair Interplanetary (“Sinclair Interplanetary”), pursuant to a stock purchase agreement with Sinclair, dated March 6, 2020. The results of Sinclair’s operations have been included in the consolidated financial statements since the acquisition close date. Sinclair Interplanetary is a leading provider of high-quality, flight-proven spacecraft hardware and is headquartered in Toronto, Canada. As a result of the acquisition, management expects to strengthen and expand the Company’s ability to become a one stop shop for customers who desire to design, build and launch a spacecraft. Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $12,340. The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
Description |  | Amount |
Cash and cash equivalents |  | $ | 132 |
Accounts receivable |  |  | 1,024 |
Intangible assets, net |  |  | 10,250 |
Other current liabilities |  |  | (2,494 | )
Other assets and liabilities, net |  |  | 533 |
Identifiable net assets acquired |  |  | 9,445 |
Goodwill |  |  | 2,895 |
Total purchase price |  | $ | 12,340 |
The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:
Type |  | Estimated Life in Years |  |  | Fair Value |
Developed technology |  |  | 7 |  |  | $ | 9,200 |
In-process technology |  |  | N/A |  |  |  | 100 |
Customer relationships |  |  | 3 |  |  |  | 600 |
Backlog |  |  | 0.7 |  |  |  | 50 |
Trademark and tradenames |  |  | 3 |  |  |  | 100 |
Non-compete agreement |  |  | 4 |  |  |  | 200 |
Total identifiable intangible assets acquired |  |  |  |  |  | $ | 10,250 |
Goodwill of $2,895 was recorded for the Sinclair Interplanetary acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes. The Company recognized $1,026 of acquisition and integration related costs that were expensed in the year ended December 31, 2020. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.” Compensation Arrangements In connection with the Sinclair Interplanetary acquisition, the Company issued 2,470,814 shares of common stock to the seller upon closing of the acquisition. The shares are subject to a share restriction agreement which restricts the transferability of the shares and provides the Company with a right to repurchase the shares for $0 upon termination of employment of the seller. The Company’s repurchase right lapses in eight equal quarterly installments over the two-year period subsequent to the acquisition date as the seller continues to provide service as an employee, such that at the end of the two-year period following the acquisition date, the shares will be fully transferable, and the Company will no longer have a right to repurchase the shares. Therefore, the shares are accounted for as post-combination compensation expense for services as an employee over the two-year vesting period following the acquisition date. Additionally, the Company agreed to issue to the seller of Sinclair Interplanetary an earnout of up to 1,915,357 additional shares of the Company’s common stock to be paid over a two-year period following the acquisition close date. Issuance of the earnout shares is contingent upon the acquired business meeting certain post-acquisition gross revenue and gross margin targets and the seller continuing to provide services to the Company as an employee during the earnout period. The earnout shares are divided into three tranches. The number of shares to be earned in the first tranche (between 0 and 957,679 shares) is based on revenue and gross margin of the acquired business during the first one-year period following acquisition. The number of shares to be earned in second tranche (between 0 and 957,678 shares) is based on revenue and gross margin of the acquired business during the second one-year period following acquisition. The arrangement also provides for a make-up share tranche, whereby the seller may earn additional shares not earned in the first one-year period following acquisition if the revenue and gross margin of the second one-year period following acquisition met certain specified thresholds. In no event will more than 1,915,357 shares be earned. Due to the continuing employment requirement of the shares issued upon closing of the transaction and continuing employment requirement of the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in research and development expenses in the condensed consolidated statements of operations and comprehensive loss. The stock-based compensation of this award is recognized based on the probability of the performance condition being fully met. The following table provides stock-based compensation expense recognized in conjunction with the Sinclair Interplanetary acquisition:
|  | Years Ended December 31, |
Acquisition stock-based compensation |  | 2021 |  |  | 2020 |
Shares issued in conjunction with the acquisition |  | $ | 1,402 |  |  | $ | 934 |
Earnout share achievement |  |  | 1,630 |  |  |  | — |
Total stock compensation related to the acquisition |  | $ | 3,032 |  |  | $ | 934 |
ASI On October 12, 2021, the Company completed the acquisition of Advanced Solutions, Inc. (“ASI”). ASI is an engineering company that develops flight software, simulation systems and guidance, navigation and control systems. ASI’s customers include agencies within the Defense Department, Air Force, NASA, other aerospace prime contractors, commercial spacecraft developers and space startups. ASI will be part of the Company’s Space Systems operating segment and continue to serve its current customers and support the Company’s Photon missions, spacecraft components, and space and ground software capabilities. Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $29,935. The purchase agreement also includes an additional potential earn out payment of up to $ 5,500 based on achievement of certain performance metrics for the business in its fiscal year ending December 31, 2021. The contingent cash consideration was classified as a liability and included in accrued expenses on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching targets contained in the purchase agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $5,500. At December 31, 2021, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
Description |  | Amount |
Cash and cash equivalents |  | $ | 2,245 |
Accounts receivable |  |  | 1,920 |
Intangible assets |  |  | 15,900 |
Employee benefits payable |  |  | (1,310 | )
Other assets and liabilities, net |  |  | 21 |
Identifiable net assets acquired |  |  | 18,776 |
Goodwill |  |  | 16,659 |
Total purchase price |  | $ | 35,435 |
The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands):
Type |  | Estimated Life in Years |  |  | Fair Value |
Developed technology |  |  | 7 |  |  | $ | 11,400 |
In-process technology |  |  | N/A |  |  |  | 300 |
Customer relationships |  |  | 10 |  |  |  | 3,100 |
Trademark and tradenames |  |  | 7 |  |  |  | 1,100 |
Total identifiable intangible assets acquired |  |  |  |  |  | $ | 15,900 |
Goodwill of $16,659 was recorded for the ASI acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. Goodwill is expected to be deductible for income tax purposes. The Company recognized $522 of acquisition and integration related costs that were expensed in the current period. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.” Compensation Arrangements In connection with the acquisition, the Company deposited $12,015 with an escrow agent pursuant to purchase agreement for key ASI employees which was included in prepaid and other current assets and other non-current assets on the Company’s consolidated balance sheet. The employees must stay employed with the Company through each vesting date to be eligible to receive the performance reserve payments, and non-vested payments are forfeited if employment with the Company ceases. The performance reserve vests quarterly beginning with January 1, 2022 through October 1, 2023. In addition, under the agreement, the Company will make payment for a partial tax gross up. Due to the continuing employment requirement of the performance reserve, the costs associated with the performance reserve are recognized as post-combination compensation expense recognized in production and selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company recognized $1,895 in connection with the performance reserve payments during the year ended December 31, 2021. PSC On November 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Platinum Merger Sub, Inc. (“Merger Sub”), Planetary Systems Corporation (“PSC”), and Michael Whalen as shareholder representative, which provides for, among other things, the merger of Merger Sub with and into PSC, with PSC being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, all of the issued and outstanding shares of PSC will be cancelled in exchange for aggregate consideration of up to approximately $42,000 in cash, 1,720,841 shares of the Company’s common stock, and up to 956,023 shares of the Company’s common stock that are subject to a performance based earn-out, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (the “Acquisition”). The Merger Agreement contains representations, warranties and indemnification provisions customary for transactions of this kind. In connection with the Acquisition, the Company has entered into customary offer letters or employment agreements with certain key employees of PSC. On November 30, 2021, the Company completed the acquisition of PSC. PSC is a trusted leader in separation systems and spacecraft dispensers across the space industry, PSC’s flight-proven, cost-effective, and lightweight hardware streamlines the process of attaching spacecraft to rockets and releasing them in space while ensuring they’re protected during the journey to orbit. PSC’s products to date have a 100% mission success heritage across more than 100 missions launched. Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $42,400 and stock consideration valued at $11,568. The purchase agreement also includes an additional potential earn out payment of up to $10,000 based on achievement of certain performance metrics for the business in its fiscal year ending December 31, 2022 and 2023. The contingent consideration, to be paid in common stock, was classified as a liability and included in other non-current liabilities on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching targets contained in the purchase agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $1,800. At December 31, 2021, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
Description |  | Amount |
Cash and cash equivalents |  | $ | 3,655 |
Accounts receivable |  |  | 2,543 |
Inventories |  |  | 7,088 |
Intangible assets |  |  | 33,000 |
Employee benefits payable |  |  | (1,212 | )
Contract liabilities (1) |  |  | (5,352 | )
Other current liabilities |  |  | (1,683 | )
Non-current deferred tax liabilities |  |  | (6,762 | )
Other assets and liabilities, net |  |  | 1,040 |
Identifiable net assets acquired |  |  | 32,317 |
Goodwill |  |  | 23,451 |
Total purchase price |  | $ | 55,768 |
(1) | Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required.
The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands):
Type |  | Estimated Life in Years |  |  | Fair Value |
Developed technology |  |  | 8 |  |  | $ | 23,500 |
In-process technology |  |  | N/A |  |  |  | 1,500 |
Customer relationships |  |  | 15 |  |  |  | 3,400 |
Backlog |  |  | 1 |  |  |  | 400 |
Trademark and tradenames |  |  | 15 |  |  |  | 4,200 |
Total identifiable intangible assets acquired |  |  |  |  |  | $ | 33,000 |
Goodwill of $23,451 was recorded for the PSC acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes. The Company recognized $1,024 of acquisition and integration related costs that were expensed in the current period. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.” Compensation Arrangements In connection with the acquisition, the Company issued 1,720,841 shares of the Company common stock to the seller upon closing of the acquisition, of which 991,446 shares are held by key PSC employees. The shares are subject to a holdback agreement which restricts the transferability of the shares. The Company’s repurchase right lapses in eight equal quarterly installments over the two-year period subsequent to the acquisition date as the seller continues to provide service as an employee, such that at the end of the two-year period following the acquisition date, the shares will be fully transferable, and the Company will no longer have a right to repurchase the shares. Therefore, the shares are accounted for as post-combination compensation expense for services as an employee over the two-year vesting period following the acquisition date. Due to the continuing employment requirement of the shares issued upon closing of the transaction and the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company recognized $715 of stock-based compensation during the year ended December 31, 2021 in connection with the holdback agreement shares. Unaudited Pro Forma Information The Company’s 2021 consolidated statement of operations includes revenues and operating loss of $6,617 and $3,877, respectively, related to the PSC and ASI acquisitions. The Company’s 2020 consolidated statement of operations includes revenue and operating loss of $2,075 and $936, respectively, related to the Sinclair acquisition. The unaudited consolidated financial information summarized in the following table gives effect to the 2021 and 2020 acquisitions assuming they occurred on January 1, 2020. These unaudited consolidated pro forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected as a result of the acquisitions. These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2020, nor does the information project results for any future period.
|  | As Reported |  |  | Acquisitions Pro-Forma (Unaudited) |  |  | Consolidated Pro-Forma (Unaudited) |
2021 |  |  |  |  |  |  |  |  |  |  |  |
Revenues |  | $ | 62,237 |  |  | $ | 21,629 |  |  | $ | 83,866 |
Net (loss) income |  |  | (117,320 | ) |  |  | 6,377 |  |  |  | (110,943 | )
2020 |  |  |  |  |  |  |  |  |  |  |  |
Revenues |  | $ | 35,160 |  |  | $ | 21,525 |  |  | $ | 56,685 |
Net (loss) income |  |  | (55,005 | ) |  |  | 6,664 |  |  |  | (48,341 | )

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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