Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.22.1
Business Combinations (Tables)
9 Months Ended
Sep. 30, 2021
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 
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
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
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 
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 $2.43 per warrant as of September 2, 2021 and September 30, 2021, respectively, under the Black-Scholes OPM using the following assumptions:
September 2,
2021
September 30, 2021
Exercise price $ 11.50  $ 11.50 
Common stock price $ 10.50  $ 9.63 
Expected option term (years) 5 4.92
Expected volatility 32.80  % 34.40  %
Risk-free rate of return 0.78  % 0.96  %
Expected annual dividend yield —  % —  %
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)