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Business Combinations (Tables) | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Summary of Assets Acquired and Liabilities Assumed as of the Acquisition | The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| March 2, 2020
Cash paid | $ | 32,640 |
Purchase consideration | $ | 32,640 |
Assets: |
Cash | $ | 156 |
Accounts receivable | 840 |
Contract assets | 1,427 |
Inventory | 212 |
Prepaid expenses and other current assets | 661 |
Property, plant and equipment | 444 |
Intangible assets | 9,690 |
Total assets | 13,430 |
Liabilities: |
Accounts payable | 894 |
Accrued expenses | 644 |
Deferred revenue | 777 |
Total liabilities | 2,315 |
Fair value of net identifiable assets acquired | 11,115 |
Goodwill | $ | 21,525 |
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| June 1, 2020
Cash paid | $ | 3,940 |
Equity issued | 1,000 |
Purchase consideration | $ | 4,940 |
Assets: |
Cash | $ | 1,071 |
Accounts receivable | 1,282 |
Contract assets | 107 |
Inventory | 39 |
Prepaid expenses and other current assets | 37 |
Property, plant and equipment | 710 |
Intangible assets | 850 |
Other non-current assets | 26 |
Total assets | 4,122 |
Liabilities: |
Accounts payable | 284 |
Deferred revenue | 103 |
Current portion of long-term debt | 353 |
Other current liabilities | 1,178 |
Long-term debt | 705 |
Deferred tax liabilities | 458 |
Total liabilities | 3,081 |
Fair value of net identifiable assets acquired | 1,041 |
Goodwill | $ | 3,899 |
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| June 22, 2020
Cash paid | $ | 42,177 |
Equity issued | 2,616 |
Contingent consideration | 600 |
Purchase consideration | $ | 45,393 |
Assets: |
Cash | $ | 13,559 |
Accounts receivable | 1,097 |
Contract assets | 665 |
Property, plant and equipment | 451 |
Intangible assets | 35,000 |
Other non-current assets | 676 |
Total assets | 51,448 |
Liabilities: |
Accounts payable | 3,689 |
Deferred revenue | 7,128 |
Other current liabilities | 2,749 |
Deferred tax liabilities | 7,297 |
Total liabilities | 20,863 |
Fair value of net identifiable assets acquired | 30,585 |
Goodwill | $ | 14,808 |
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| October 28, 2020
Cash paid | $ | 14,999 |
Equity issued | 1,565 |
| October 28, 2020
Contingent consideration | 657 |
Purchase consideration | $ | 17,221 |
Assets: |
Cash | $ | 6,161 |
Accounts receivable | 517 |
Contract assets | 1,797 |
Property, plant and equipment | 1,128 |
Intangible assets | 13,400 |
Other non-current assets | 361 |
Total assets | 23,364 |
Liabilities: |
Accounts payable | 1,880 |
Deferred revenue | 3,240 |
Other current liabilities | 5,112 |
Deferred tax liabilities | 1,952 |
Total liabilities | 12,184 |
Fair value of net identifiable assets acquired | 11,180 |
Goodwill | $ | 6,041 |
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| December 11, 2020
Cash paid | $ | 7,598 |
Equity issued | 800 |
Purchase consideration | $ | 8,398 |
Assets |
Cash | $ | 995 |
Accounts receivable | 1,208 |
Contract assets | 187 |
Prepaid expenses and other current assets | 2 |
Property, plant and equipment | 42 |
Intangible assets | 4,230 |
Total assets | 6,664 |
Liabilities |
Accounts payable | 334 |
Deferred revenue | 115 |
Other current liabilities | 1,203 |
Total liabilities | 1,652 |
Fair value of net identifiable assets acquired | 5,012 |
Goodwill | $ | 3,386 |
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| January 15, 2021
Cash paid | $ | 12,142 |
Equity issued | 2,110 |
Purchase consideration | $ | 14,252 |
Assets: |
Accounts receivable | $ | 1,279 |
Contract assets | 121 |
Inventory | 40 |
Prepaid expenses and other current assets | 50 |
Property, plant and equipment | 493 |
Intangible assets | 7,980 |
Total assets | 9,963 |
Liabilities: |
Accounts payable | $ | 46 |
Accrued expenses | 2,022 |
Deferred revenue | 253 |
Other current liabilities | 45 |
Deferred tax liabilities | 2,128 |
Total liabilities | 4,494 |
Fair value of net identifiable assets acquired | 5,469 |
Goodwill | $ | 8,783 |
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| February 17, 2021
Cash paid | $ | 27,305 |
Purchase consideration | $ | 27,305 |
Assets: |
Cash | $ | 711 |
Accounts receivable | 1,270 |
Contract assets | 1,534 |
Inventory | 3 |
Prepaid expenses and other current assets | 53 |
Property, plant and equipment | 734 |
Intangible assets | 24,370 |
Other non-current assets | 48 |
Total assets | 28,723 |
Liabilities: |
Accounts payable | 1,186 |
Accrued expenses | 1,282 |
Deferred revenue | 4,003 |
Other current liabilities | 63 |
Deferred tax liabilities | 6,138 |
Total liabilities | 12,672 |
Fair value of net identifiable assets acquired | 16,051 |
Goodwill | $ | 11,254 |
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| November 1, 2021
Cash paid | $ | 2,228 |
Common stock issued | 38,493 |
Purchase consideration | $ | 40,721 |
Assets: |
Cash | $ | 406 |
Accounts receivable and other receivable | 287 |
Contract assets | 926 |
Inventory | 120 |
Prepaid expenses and other current assets | 86 |
Property, plant and equipment | 14,818 |
Intangible assets | 4,120 |
Total assets | 20,763 |
Liabilities: |
Accounts payable | 39 |
Accrued expenses | 293 |
Deferred revenue | 675 |
Other current liabilities | 35 |
Deferred tax liabilities | 5,521 |
Total liabilities | 6,563 |
Fair value of net identifiable assets acquired | 14,200 |
Goodwill | $ | 26,521 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the intangible assets acquired by class:
| March 2, 2020 |  | Weighted average useful life in years
Trademark | $ | 1,000 |  |  | 10
Technology | 2,400 |  |  | 10
Customer relationships | 6,100 |  |  | 20
In-process research and development | 190 |  |  |
Total intangible assets | $ | 9,690 |  |  |
The following table summarizes the intangible assets acquired by class:
| June 1, 2020 |  | Weighted average useful life in years
Trademark | $ | 150 |  |  | 5
Customer relationships | 700 |  |  | 20
Total intangible assets | $ | 850 |  |  |
The following table summarizes the intangible assets acquired by class:
| June 22, 2020 |  | Weighted average useful life in years
Trademarks | $ | 3,400 |  |  | 6
Technology | 16,000 |  |  | 10
Customer relationships | 15,600 |  |  | 20
Total intangible assets | $ | 35,000 |  |  |
The following table summarizes the intangible assets acquired by class:
| October 28, 2020 |  | Weighted average useful life in years
Trademarks | $ | 1,200 |  |  | 10
Technology | 6,500 |  |  | 15
Customer relationships | 5,700 |  |  | 20
Total intangible assets | $ | 13,400 |  |  |
The following table summarizes the intangible assets acquired by class:
| December 11, 2020 |  | Weighted average useful life in years
Trademarks | $ | 560 |  |  | 10
Technology | 370 |  |  | 10
Customer relationships | 3,300 |  |  | 15
Total intangible assets | $ | 4,230 |  |  |
The following table summarizes the intangible assets acquired by class:
| January 15, 2021 |  | Weighted average useful life in years
Trademark | $ | 80 |  |  | 1
Technology | 4,400 |  |  | 15
Customer relationships | 3,500 |  |  | 20
Total intangible assets | $ | 7,980 |  |  |
The following table summarizes the intangible assets acquired by class:
| February 17, 2021 |  | Weighted average useful life in years
Trademark | $ | 170 |  |  | 1
Technology | 11,900 |  |  | 20
Customer relationships | 12,300 |  |  | 20
Total intangible assets | $ | 24,370 |  |  |
The following table summarizes the intangible assets acquired by class:
| November 1, 2021 |  | Weighted average useful life in years
Trademark | $ | 240 |  |  | 3
Technology | 1,800 |  |  | 10
Customer relationships | 1,400 |  |  | 9
IPR&D | 680 |  |  |
Total intangible assets | $ | 4,120 |  |  |
Schedule of Pro Forma Information | The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Adcole included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2020
Post-acquisition revenues |  |  | $ | 8,096 |
Net income (loss) |  |  | $ | (1,878) |
Transaction expenses |  |  | $ | 2,055 |
The table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of DSS included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2020
Post-acquisition revenues |  |  | $ | 5,381 |
Net income (loss) |  |  | $ | (1,707) |
Transaction expenses |  |  | $ | 434 |
The table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of MIS included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2020
Post-acquisition revenues |  |  | $ | 22,061 |
Net income (loss) |  |  | $ | (1,186) |
Transaction expenses |  |  | $ | 4,132 |
The table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of Roccor included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2020
Post-acquisition revenues |  |  | $ | 5,003 |
Net income (loss) |  |  | $ | 338 |
Transaction expenses |  |  | $ | 1,838 |
The table below presents the post-acquisition revenues, net loss, and acquisition-related costs (included in transaction expenses) of LoadPath included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2020
Post-acquisition revenues |  |  | $ | 245 |
Net income (loss) |  |  | $ | (32) |
Transaction expenses |  |  | $ | 1,485 |
The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Oakman included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2021
Post-acquisition revenues |  |  | $ | 4,531 |
Net income (loss) |  |  | $ | (1,762) |
Transaction expenses |  |  | $ | 657 |
The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of DPSS included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2021
Post-acquisition revenues |  |  | $ | 26,678 |
Net income (loss) |  |  | $ | (554) |
Transaction expenses |  |  | $ | 1,605 |
The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Techshot included in the consolidated statements of operations and comprehensive income (loss) for the following period:
|  |  | Successor Period Ended
|  |  | December 31, 2021
Post-acquisition revenues |  |  | $ | 1,563 |
Net income (loss) |  |  | ($392) |
Transaction expenses |  |  | $ | 1,620 |
The tables below present the pro forma combined results of operations for the business combinations for the years ended December 31, 2021 and 2020 as though the acquisitions of Adcole, DSS, MIS, Roccor, and LoadPath (the “2020 business combinations”) had been completed as of January 1, 2019, and the acquisitions of Oakman, DPSS, and Techshot (the “2021 business combinations”) had been completed as of January 1, 2020. The pro forma information for the year ended December 31, 2021 includes the Successor 2021 Period and the pre-acquisition 2021 results of Oakman, DPSS, and Techshot for the year ended December 31, 2021. The pro forma information for the year ended December 31, 2020 includes the Predecessor 2020 Period, the Successor 2020 Period, and the pre-acquisition results of Adcole, DSS, Roccor, LoadPath, Oakman, DPSS, and Techshot for the year ended December 31, 2020.
| Pro forma for Year Ended
| December 31, 2021 |  | December 31, 2020
Revenues | $ | 149,295 |  |  | $ | 126,999 |
Net income (loss) | (57,766) |  |  | (7,902) |
Schedule of Fair Value Assumptions | The fair value of the earnout is arrived at using the Black-Scholes option pricing model (“OPM”) using the following assumptions:
MIS Black-Scholes OPM Assumptions |
Risk-free interest rate | 0.05 | %
Revenue volatility | 51.7 | %
The assumptions used in the Black-Scholes OPM were as follows:
Roccor Black-Scholes OPM Assumptions |
Risk-free interest rate | 0.1 | %
Revenue discount rate | 7.0 | %
Revenue volatility | 30.0 | %
Earnout payment discount rate | 4.0 | %
The private warrants were valued at $2.81 and $2.47 per warrant as of September 2, 2021 and December 31, 2021, respectively, under the Black-Scholes OPM using the following assumptions:
| September 2, 2021 |  | December 31, 2021
Exercise price | $ | 11.50 |  |  | $ | 11.50 |
Common stock price | $ | 10.50 |  |  | $ | 6.75 |
Expected option term (years) | 5 |  | 4.67
Expected volatility | 32.80 | % |  | 60.50 | %
Risk-free rate of return | 0.78 | % |  | 1.21 | %
Expected annual dividend yield | — | % |  | — | %

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