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 |
|
|
|
|
|
|
|
|
March 2, 2020 |
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 |
|
|
|
|
|
|
|
|
January 15, 2021 |
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 |
2,162 |
|
Total liabilities |
4,528 |
|
Fair value of net identifiable assets acquired |
5,435 |
|
Goodwill |
$ |
8,817 |
|
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 |
3,767 |
|
Other current liabilities |
63 |
|
Deferred tax liabilities |
6,112 |
|
Total liabilities |
$ |
12,410 |
|
Fair value of net identifiable assets acquired |
16,313 |
|
Goodwill |
$ |
10,992 |
|
|
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 |
|
|
|
|
Business Acquisition, 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 condensed consolidated statements of operations and comprehensive income (loss) for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor Period Ended |
|
Three Months Ended September 30, 2021 |
|
Nine Months Ended September 30, 2021 |
Post-acquisition revenues |
$ |
855 |
|
|
$ |
3,543 |
|
|
|
|
|
Net income (loss) |
$ |
(716) |
|
|
$ |
(1,281) |
|
|
|
|
|
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 condensed consolidated statements of operations and comprehensive income (loss) for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor Period Ended |
|
Three Months Ended September 30, 2021 |
|
Nine Months Ended September 30, 2021 |
Post-acquisition revenues |
$ |
6,117 |
|
|
$ |
17,005 |
|
|
|
|
|
Net income (loss) |
$ |
(250) |
|
|
$ |
(544) |
|
|
|
|
|
Transaction expenses |
$ |
— |
|
|
$ |
1,566 |
|
The tables below present the pro forma combined results of operations for the business combinations for the three months ended September 30, 2021 and 2020 as though the acquisitions of Adcole, DSS, MIS, Roccor, and LoadPath (the “2020 business combinations”) had been completed as of January 1, 2019, and the acquisitions of Oakman and DPSS (the “2021 business combinations”) had been completed as of January 1, 2020.
The pro forma information for the three months ended September 30, 2021 includes the Successor Q3 2021 Period. The pro forma information for the three months ended September 30, 2020 includes the Successor Q3 2020 Period and the pre-acquisition results of Roccor, LoadPath, Oakman, and DPSS for the three months ended September 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma for the Three Months Ended |
|
September 30, 2021 |
|
September 30, 2020 |
Revenues |
$ |
32,680 |
|
|
$ |
27,095 |
|
Net income (loss) |
(24,252) |
|
|
(2,095) |
|
The pro forma for the nine months ended September 30, 2021 includes the Successor 2021 Period and the pre-acquisition 2021 results of Oakman and DPSS for the nine months ended September 30, 2020. The pro forma for the nine months ended September 30, 2020 includes the Predecessor 2020 Period, the Successor 2020 Period, and the pre-acquisition results of Adcole, DSS, Roccor, LoadPath, Oakman, and DPSS for the nine months ended September 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma for the Nine Months Ended |
|
September 30, 2021 |
|
September 30, 2020 |
Revenues |
$ |
100,834 |
|
|
$ |
81,320 |
|
Net income (loss) |
(47,099) |
|
|
(6,425) |
|
|