Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.22.2.2
Business Combinations
 9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combinations
Note C – Business Combinations
Oakman Acquisition
On January 15, 2021, the Company acquired 100% of the equity interest of Oakman for cash and 1,000,000 units of Holdings’ equity. This acquisition supports the Company’s growth in its offering of engineering solutions. The fair value of assets acquired and liabilities assumed as of the acquisition date was $10.0 million and $4.5 million, respectively, for total purchase consideration, after certain adjustments, of $14.3 million, comprised of $12.2 million cash paid and $2.1 million common stock issued. 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 amount of goodwill for Oakman as of September 30, 2022 and December 31, 2021 was $8.8 million.

DPSS Acquisition
On February 17, 2021, the Company acquired 100% of the equity interest of DPSS in exchange for cash. The acquisition supports the Company’s growth in its offering of deployable technology. The fair value of assets acquired and liabilities assumed as of the acquisition date was $28.7 million and $12.7 million, respectively, for total purchase consideration, after certain adjustments, of $27.3 million. 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 amount of goodwill for DPSS as of September 30, 2022 and December 31, 2021 was $11.3 million.

Techshot Acquisition
On November 1, 2021, the Company acquired 100% of the equity interest of Techshot in exchange for cash and 3,029,596 shares of common stock. The acquisition supports the Company’s growth in its offering of mission solutions.

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 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 fair value of the acquired trademark, 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 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 and nine months ended September 30, 2021 as though the acquisitions of Oakman, DPSS, and Techshot (the “2021 Business Combinations”) had been completed as of January 1, 2020.
Three Months Ended Nine Months Ended
September 30, 2021 September 30, 2021
Revenues
 $ 34,947  $ 107,256 
Net income (loss)
 (23,645) (46,260)

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 2021 business combinations had taken place as of January 1, 2020, 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 $21 thousand and $0.1 million of costs related to completed acquisitions during the three and nine months ended September 30, 2022, respectively, and zero and $2.4 million during the three and nine months ended September 30, 2021,
respectively. Costs related to completed acquisitions in 2022 were primarily attributable to the Techshot business combination, while such costs in 2021 were attributable to the Oakman and DPSS business combinations. 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.