Redwire Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

Business Combinations (Tables)

12 Months Ended

Dec. 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.


	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


	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
Other current liabilities	63
Deferred revenue	4,003
Deferred tax liabilities	6,138
Total liabilities	$	12,672
Fair value of net identifiable assets acquired	16,051
Goodwill	$	11,254


	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:


	November 1, 2021
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


	October 31, 2022
Cash paid	$	36,930
Less: Note receivable from seller	501
Purchase consideration	$	36,429


	October 31, 2022
Assets:
Cash	$	3,700
Accounts receivable and other receivable	3,556
Contract assets	18,830

Prepaid expenses and other current assets	3,140
Property, plant and equipment	5,656
Right-of-use assets	1,166
Intangible assets	13,935
Equity method investments	3,000
Total assets	52,983

Liabilities:
Accounts payable	4,110
Short-term operating lease liabilities	199
Short-term finance lease liabilities	279
Accrued expenses	18,646
Deferred revenue	5,513
Other current liabilities	426
Long-term operating lease liabilities	908
Long-term finance lease liabilities	563
Deferred tax liabilities	2,727
Other non-current liabilities	281
Total liabilities	33,652
Fair value of net identifiable assets acquired	19,331
Less: Fair value of noncontrolling interests in ROS	215
Goodwill	$	17,313

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

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 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

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 Oakman included in the consolidated statements of operations and comprehensive income (loss) for the following period:


	Year 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:


	Year 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:


	Year Ended
	December 31, 2021
Post-acquisition revenues	$	1,563

Net income (loss)	$	(392)

Transaction expenses	$	1,620

The table below presents the post-acquisition revenues, net income (loss), and acquisition-related costs (included in transaction expenses) of Space NV included in the consolidated statements of operations and comprehensive income (loss) for the following period:


	December 31, 2022
Post-acquisition revenues	$	11,658

Net income (loss) attributable to Redwire Corporation	$	(294)

Transaction expenses	$	3,112

The table below presents the pro forma combined results of operations for the business combinations for the year ended December 31, 2022 and 2021 as though the acquisitions of Oakman, DPSS, and Techshot (the “2021 Acquisitions”) had been completed as of January 1, 2020, and the acquisition of Space NV had been completed as of January 1, 2021.


	Year Ended
	December 31, 2022		December 31, 2021
Revenues	$	207,761	$	206,204
Net income (loss) attributable to Redwire Corporation	(129,645)		(57,407)