Business Combinations (Tables)
|
6 Months Ended |
11 Months Ended |
Jun. 30, 2021 |
Dec. 31, 2020 |
| Business Acquisition [Line Items] |
|
|
| Schedule of pro forma combined results of operations for the business combinations |
|
|
|
|
|
|
|
|
|
Pro forma for the six month period ended |
|
|
June 30, 2021 |
|
June 30, 2020 |
Revenues |
|
$ |
68,153 |
|
$ |
57,290 |
Net (loss) income |
|
|
(22,066) |
|
|
(3,908) |
|
|
|
|
|
|
|
|
|
|
Pro forma for the year ended |
|
|
December 31, |
|
December 31, |
|
|
2020 |
|
2019 |
Net revenues |
|
$ |
84,770 |
|
$ |
56,129 |
Net loss |
|
$ |
(9,131) |
|
$ |
(12,978) |
|
| Adcole Acquisition |
|
|
| Business Acquisition [Line Items] |
|
|
| Schedule of 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 |
|
|
$ |
13,430 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
894 |
Accrued expenses |
|
|
644 |
Deferred revenue |
|
|
777 |
|
|
$ |
2,315 |
Fair value of net identifiable assets acquired |
|
|
11,115 |
Goodwill |
|
$ |
21,525 |
|
|
|
|
|
|
|
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 |
|
|
$ |
13,430 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
894 |
Accrued expenses |
|
|
644 |
Deferred revenue |
|
|
777 |
|
|
$ |
2,315 |
Fair value of net identifiable assets acquired |
|
|
11,115 |
Goodwill |
|
$ |
21,525 |
|
| Schedule of the intangible assets acquired by class |
|
|
|
|
|
|
March 2, 2020 |
Trademark |
|
$ |
1,000 |
Technology |
|
|
2,400 |
Customer relationships |
|
|
6,100 |
In-process research and development (“IPR&D”) |
|
|
190 |
Total intangible assets |
|
$ |
9,690 |
|
|
|
|
|
|
|
March 2, 2020 |
Trademark |
|
$ |
1,000 |
Technology |
|
|
2,400 |
Customer relationships |
|
|
6,100 |
In-process research and development (“IPR&D”) |
|
|
190 |
Total intangible assets |
|
$ |
9,690 |
|
| DSS Acquisition |
|
|
| Business Acquisition [Line Items] |
|
|
| Schedule of 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 |
|
|
$ |
4,122 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
284 |
Deferred revenue |
|
|
188 |
Current Portion of long-term debt |
|
|
353 |
Other current liabilities |
|
|
1,178 |
Long-term debt |
|
|
705 |
Deferred tax liabilities |
|
|
458 |
|
|
$ |
3,166 |
Fair value of net identifiable assets acquired |
|
|
956 |
Goodwill |
|
$ |
3,984 |
|
| Schedule of the intangible assets acquired by class |
|
|
|
|
|
|
June 1, 2020 |
Trademark |
|
$ |
150 |
Customer relationships |
|
|
700 |
Total intangible assets |
|
$ |
850 |
|
|
|
|
|
|
|
June 1, |
|
|
2020 |
Trademark |
|
$ |
150 |
Customer relationships |
|
|
700 |
Total intangible assets |
|
$ |
850 |
|
| MIS Acquisition |
|
|
| Business Acquisition [Line Items] |
|
|
| Schedule of 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 |
|
|
$ |
51,448 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
3,689 |
Deferred revenue |
|
|
7,128 |
Other current liabilities |
|
|
2,749 |
Deferred tax liabilities |
|
|
7,297 |
|
|
$ |
20,863 |
Fair value of net identifiable assets acquired |
|
|
30,585 |
Goodwill |
|
$ |
14,808 |
|
|
|
|
|
|
|
June 22, |
|
|
2020 |
Cash paid |
|
$ |
42,177 |
Equity issued |
|
|
2,616 |
Contingent consideration |
|
|
600 |
Purchase consideration |
|
$ |
45,393 |
Assets: |
|
|
|
Cash |
|
$ |
13,559 |
Accounts receivable |
|
|
585 |
Contract assets |
|
|
665 |
Property, plant and equipment |
|
|
451 |
Intangible assets |
|
|
35,000 |
Other non-current assets |
|
|
676 |
|
|
$ |
50,936 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
3,689 |
Deferred revenue |
|
|
7,128 |
Other current liabilities |
|
|
2,749 |
Deferred tax liabilities |
|
|
7,297 |
|
|
$ |
20,863 |
Fair value of net identifiable assets acquired |
|
|
30,073 |
Goodwill |
|
$ |
15,320 |
|
| Schedule of the intangible assets acquired by class |
|
|
|
|
|
|
June 22, 2020 |
Trademarks |
|
$ |
3,400 |
Technology |
|
|
16,000 |
Customer relationships |
|
|
15,600 |
Total intangible assets |
|
$ |
35,000 |
|
|
|
|
|
|
|
June 22, |
|
|
2020 |
Trademarks |
|
$ |
3,400 |
Technology |
|
|
16,000 |
Customer relationships |
|
|
15,600 |
Total intangible assets |
|
$ |
35,000 |
|
| Schedule of assumptions used in the Black-Scholes OPM |
|
|
|
|
MIS Black-Scholes Option Pricing Model Assumptions |
|
|
|
Risk-free interest rate |
|
0.05 |
% |
Revenue volatility |
|
51.7 |
% |
|
|
|
|
|
MIS Black-Scholes OPM Assumptions |
|
|
|
Risk-free interest rate |
|
0.2 |
% |
Revenue discount rate |
|
6.5 |
% |
Revenue volatility |
|
30.0 |
% |
Earnout payment discount rate |
|
5.9 |
% |
|
| Roccor Acquisition |
|
|
| Business Acquisition [Line Items] |
|
|
| Schedule of 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 |
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 |
|
|
$ |
23,364 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
1,880 |
Deferred revenue |
|
|
3,240 |
Other current liabilities |
|
|
5,112 |
Deferred tax liabilities |
|
|
1,952 |
|
|
$ |
12,184 |
Fair value of net identifiable assets acquired |
|
|
11,180 |
Goodwill |
|
$ |
6,041 |
|
|
|
|
|
|
|
October 28, |
|
|
2020 |
Cash paid |
|
$ |
15,683 |
Equity issued |
|
|
1,565 |
Contingent consideration |
|
|
657 |
Purchase consideration |
|
$ |
17,905 |
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 |
|
|
$ |
23,364 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
1,880 |
Deferred revenue |
|
|
3,240 |
Other current liabilities |
|
|
5,112 |
Deferred tax liabilities |
|
|
1,952 |
|
|
$ |
12,184 |
Fair value of net identifiable assets acquired |
|
|
11,180 |
Goodwill |
|
$ |
6,725 |
|
| Schedule of the intangible assets acquired by class |
|
|
|
|
|
|
October 28, 2020 |
Trademarks |
|
$ |
1,200 |
Technology |
|
|
6,500 |
Customer relationships |
|
|
5,700 |
Total intangible assets |
|
$ |
13,400 |
|
|
|
|
|
|
|
October 28, |
|
|
2020 |
Trademarks |
|
$ |
1,200 |
Technology |
|
|
6,500 |
Customer relationships |
|
|
5,700 |
Total intangible assets |
|
$ |
13,400 |
|
| Schedule of assumptions used in the Black-Scholes OPM |
|
|
|
|
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 |
% |
|
|
|
|
|
|
|
Roccor |
|
Risk-free interest rate |
|
0.1 |
% |
Revenue discount rate |
|
7.0 |
% |
Revenue volatility |
|
30.0 |
% |
Earnout payment discount rate |
|
4.0 |
% |
|
| LoadPath Acquisition |
|
|
| Business Acquisition [Line Items] |
|
|
| Schedule of 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 |
|
|
$ |
6,664 |
Liabilities |
|
|
|
Accounts payable |
|
$ |
334 |
Deferred revenue |
|
|
394 |
Other current liabilities |
|
|
1,203 |
Deferred tax liabilities |
|
|
1,148 |
|
|
$ |
3,079 |
Fair value of net identifiable assets acquired |
|
|
3,585 |
Goodwill |
|
$ |
4,813 |
|
|
|
|
|
|
|
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 |
|
|
$ |
6,664 |
Liabilities |
|
|
|
Accounts payable |
|
$ |
334 |
Deferred revenue |
|
|
394 |
Other current liabilities |
|
|
1,203 |
Deferred tax liabilities |
|
|
1,148 |
|
|
$ |
3,079 |
Fair value of net identifiable assets acquired |
|
|
3,585 |
Goodwill |
|
$ |
4,813 |
|
| Schedule of the intangible assets acquired by class |
|
|
|
|
|
|
December 11, 2020 |
Trademarks |
|
$ |
560 |
Technology |
|
|
370 |
Customer relationships |
|
|
3,300 |
Total intangible assets |
|
$ |
4,230 |
|
|
|
|
|
|
|
December 11, |
|
|
2020 |
Trademarks |
|
$ |
560 |
Technology |
|
|
370 |
Customer relationships |
|
|
3,300 |
Total intangible assets |
|
$ |
4,230 |
|
| Oakman acquisition |
|
|
| Business Acquisition [Line Items] |
|
|
| Schedule of 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 |
|
|
10,600 |
|
|
$ |
12,583 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
46 |
Accrued expenses |
|
|
2,022 |
Deferred revenue |
|
|
253 |
Other current liabilities |
|
|
45 |
Deferred tax liabilities |
|
|
2,831 |
|
|
$ |
5,197 |
Fair value of net identifiable assets acquired |
|
|
7,386 |
Goodwill |
|
$ |
6,866 |
|
|
| Schedule of the intangible assets acquired by class |
|
|
|
|
|
|
January 15, 2021 |
Trademark |
|
$ |
100 |
Technology |
|
|
5,600 |
Customer relationships |
|
|
4,900 |
Total intangible assets |
|
$ |
10,600 |
|
|
| DPSS acquisition |
|
|
| Business Acquisition [Line Items] |
|
|
| Schedule of 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 |
|
|
24,160 |
Other non-current assets |
|
|
48 |
|
|
$ |
28,513 |
Liabilities: |
|
|
|
Accounts payable |
|
$ |
1,186 |
Accrued expenses |
|
|
1,282 |
Deferred revenue |
|
|
3,830 |
Deferred tax liabilities |
|
|
6,058 |
|
|
$ |
12,356 |
Fair value of net identifiable assets acquired |
|
|
16,157 |
Goodwill |
|
$ |
11,148 |
|
|
| Schedule of the intangible assets acquired by class |
|
|
|
|
|
|
February 17, 2021 |
Trademark |
|
$ |
160 |
Technology |
|
|
11,900 |
Customer relationships |
|
|
12,100 |
Total intangible assets |
|
$ |
24,160 |
|
|