Post-effective amendment to a registration statement that is not immediately effective upon filing

Business Combinations (Tables)

v3.22.2
Business Combinations (Tables)
 3 Months Ended
Mar. 31, 2022
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 
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 
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 
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 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 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)
The table below presents the pro forma combined results of operations for the business combinations for the three months ended March 31, 2022 as though the acquisitions of Oakman, DPSS, and Techshot (the “2021 Business Combinations”) had been completed as of January 1, 2020.
Three Months Ended
March 31, 2021
Revenues
 $ 38,026 
Net income (loss)
 (4,743)
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 —  % —  %
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.
The following table presents the fair value per warrant and the valuation assumptions under the Black-Scholes OPM as of March 31, 2022 and December 31, 2021.
March 31, 2022 December 31, 2021
Fair value $ 2.63  $ 2.47 
Exercise price $ 11.50  $ 11.50 
Common stock price $ 8.48  $ 6.75 
Expected option term (years) 4.42 years 4.67 years
Expected volatility 45.90  % 60.50  %
Risk-free rate of return 2.41  % 1.21  %
Expected annual dividend yield —  % —  %
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  %
As of March 31, 2022, the Company expects to pay the Roccor contingent earnout during the second half of 2022 in accordance with the acquisition agreement.