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Business Combinations | 3 Months Ended
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Mar. 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 |
Less: Note receivable from seller | 501 |
Purchase consideration | $ | 36,429 |
Assets: |
Cash | $ | 3,700 |
Accounts receivable and other receivable | 3,606 |
Contract assets | 18,830 |
Prepaid expenses and other current assets | 3,100 |
Property, plant and equipment | 5,656 |
Right-of-use assets | 1,166 |
Intangible assets | 13,935 |
Equity method investments | 3,000 |
Total assets | 52,993 |
| October 31, 2022
Liabilities: |
Accounts payable | 4,201 |
Short-term operating lease liabilities | 199 |
Short-term finance lease liabilities | 279 |
Accrued expenses | 18,636 |
Deferred revenue | 5,513 |
Other current liabilities | 399 |
Long-term operating lease liabilities | 908 |
Long-term finance lease liabilities | 563 |
Deferred tax liabilities | 2,727 |
Other non-current liabilities | 281 |
Total liabilities | 33,706 |
Fair value of net identifiable assets acquired | 19,287 |
Less: Fair value of noncontrolling interests in ROS | 215 |
Goodwill | $ | 17,357 |
The following table summarizes the intangible assets acquired by class:
| October 31, 2022 |  | Weighted average useful life in years
Technology | $ | 4,700 |  |  | 7
Customer relationships | 7,400 |  |  | 30
Software | 235 |  |  | 2
IPR&D | 1,600 |  |  |
Total intangible assets | $ | 13,935 |  |  |
The amounts above represent the current preliminary fair value estimates. During the three months ended March 31, 2023, the Company recorded an immaterial measurement period adjustment to various assets and liabilities, which increased the balance of goodwill to $17.4 million as of March 31, 2023. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of the assets and liabilities. The completion of the valuation will occur no later than one year from the acquisition date. The fair value of the acquired technology and IPR&D was estimated using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The fair value of the acquired noncontrolling interests in RSS was estimated using the guideline public company method. The acquisition was accounted for as a business combination, whereby the excess of the consideration paid over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. Pro Forma Financial Data (Unaudited) The table below presents the pro forma combined results of operations for the business combinations for the three months ended March 31, 2023 as though the acquisition of Space NV had been completed as of January 1, 2021.
|  |  |  |  | Three Months Ended
|  |  |  |  | March 31, 2022
Revenues |  |  |  |  | $ | 45,778 |
Net income (loss) attributable to Redwire Corporation |  |  |  |  | (16,985) |
The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if the Space NV acquisition had taken place as of January 1, 2021, nor do they represent the results that may occur in the future. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the business combination occurred as of the date indicated or that may be achieved in the future. The Company incurred nominal costs related to completed acquisitions during the three months ended March 31, 2023 and March 31, 2022, respectively. Costs related to completed acquisitions were primarily attributable to the Techshot and Roccor acquisitions for each period. These expenses are included in transaction expenses on the condensed consolidated statements of operations and comprehensive income (loss) and are also reflected in the pro forma results for the periods presented in the table above.

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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 https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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