On October 12, 2021, the Company completed the acquisition of Advanced Solutions, Inc. (“ASI”) pursuant to a membership interest purchase agreement (the “ASI Purchase Agreement”) with ASI Aerospace LLC (“ASI LLC”), Willis Vern Holdings, Inc., the shareholders of ASI LLC, and John A. Cuseo, as shareholder representative. ASI is an engineering company that develops flight software, simulation systems and guidance, navigation and control systems. ASI’s customers include agencies within the Defense Department, Air Force, NASA, other aerospace prime contractors, commercial spacecraft developers and space startups. ASI will be part of the Company’s Space Systems operating segment and continue to serve its current customers and support the Company’s Photon missions, spacecraft components, and space and ground software capabilities.

The acquisition-date consideration transferred consisted of cash of $29,935. The ASI Purchase Agreement also included an additional potential earn out payment of up to $5,500 based on achievement of certain performance metrics for the business in its fiscal year ending December 31, 2021. The contingent cash consideration was classified as a liability and included in accrued expenses on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching targets contained in the ASI Purchase Agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $5,500. The contingent consideration of $5,500 was paid on April 4, 2022.

The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:


Description	Amount
Cash and cash equivalents	$	2,245
Accounts receivable		1,920
Intangible assets		15,900
Employee benefits payable		(1,310	)
Other assets and liabilities, net		21
Identifiable net assets acquired		18,776
Goodwill		16,659
Total purchase price	$	35,435

The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:


Type	Estimated Life in Years	Fair Value
Developed technology	7	$	11,400
In-process technology	N/A		300
Customer relationships	10		3,100
Trademark and tradenames	7		1,100
Total identifiable intangible assets acquired		$	15,900

Goodwill of $16,659 was recorded for the ASI acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. Goodwill is expected to be deductible for income tax purposes.

In connection with the acquisition, the Company deposited $12,015 with an escrow agent pursuant to the ASI Purchase Agreement for key ASI employees which was included in prepaid and other current assets and other non-current assets on the Company’s consolidated balance sheet. The employees must stay employed with the Company through each vesting date to be eligible to receive the performance reserve payments, and non-vested payments are forfeited if employment with the Company ceases. The performance reserve vests quarterly beginning with January 1, 2022 through October 1, 2023. In addition, under the agreement, the Company will make payment for a partial tax gross up. Due to the continuing employment requirement of the performance reserve, the costs associated with the performance reserve are recognized as post-combination compensation expense primarily recognized in operating expenses in the consolidated statements of operations and comprehensive loss.

The Company recognized $1,895 and $3,790 in connection with the performance reserve payments during the three and six months ended June 30, 2022.

On November 30, 2021, the Company completed the acquisition pursuant to an Agreement and Plan of Merger (the “PSC Merger Agreement”), by and among the Company, Platinum Merger Sub, Inc. (“PSC Merger Sub”), Planetary Systems Corporation (“PSC”), and Michael Whalen as shareholder representative, which provides for, among other things, the merger of PSC Merger Sub with and into PSC, with PSC being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the PSC Merger Agreement, all of the issued and outstanding shares of PSC were cancelled in exchange for aggregate consideration of $42,000 in cash, 1,720,841 shares of the Company’s common stock, and up to 956,023 shares of the Company’s common stock that are subject to a performance based earn-out, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (the “PSC Acquisition”). The PSC Merger Agreement contains representations, warranties and indemnification provisions customary for transactions of this kind. In connection with the PSC Acquisition, the Company has entered into customary offer letters or employment agreements with certain key employees of PSC.

The acquisition-date consideration transferred consisted of cash of $42,400, 729,375 shares of the Company’s common stock valued at $11,568 and holdback payable of $1,752. The purchase agreement also includes an additional potential earn out payment of up to 956,023 shares of the Company’s common stock based on achievement of certain performance metrics for the business in its fiscal year ending December 31, 2022 and 2023. The contingent consideration, to be paid in common stock, was classified as a liability and included in other non-current liabilities on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching targets contained in the purchase agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $1,800. At June 30, 2022, the fair value of the contingent consideration payable was determined to be $1,800.

The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:


Description	Amount
Cash and cash equivalents	$	3,655
Accounts receivable		2,543
Inventories		7,088
Intangible assets		33,000
Employee benefits payable		(1,212	)
Contract liabilities (1)		(5,278	)
Other current liabilities		(313	)
Non-current deferred tax liabilities		(6,735	)
Other assets and liabilities, net		996
Identifiable net assets acquired		33,744
Goodwill		23,776
Total purchase price	$	57,520

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(1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required.

The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:


Type	Estimated Life in Years	Fair Value
Developed technology	8	$	23,500
In-process technology	N/A		1,500
Customer relationships	15		3,400
Backlog	1		400
Trademark and tradenames	15		4,200
Total identifiable intangible assets acquired		$	33,000

Goodwill of $23,776 was recorded for the PSC acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes.

In connection with the acquisition, the Company issued 1,720,841 shares of the Company’s common stock to the seller upon closing of the acquisition, of which 991,466 shares are held by key PSC employees. The shares are subject to a holdback agreement which restricts the transferability of the shares. The Company’s repurchase right lapses in eight equal quarterly installments over the two-year period subsequent to the acquisition date as the seller continues to provide service as an employee, such that at the end of the two-year period following the acquisition date, the shares will be fully transferable, and the Company will no longer have a right to repurchase the shares. Therefore, the shares are accounted for as post-combination compensation expense for services as an employee over the two-year vesting period following the acquisition date. Due to the continuing employment requirement of the shares issued upon closing of the transaction and the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in operating expenses in the consolidated statements of operations and comprehensive loss.

The Company recognized $2,144 and $4,288 of stock-based compensation during the three and six months ended June 30, 2022 in connection with the holdback agreement shares.

On January 18, 2022, the Company closed on the acquisition (the “SolAero Acquisition”) of SolAero Holdings, Inc. (“SolAero”) pursuant to an Agreement and Plan of Merger (the “SolAero Merger Agreement”), dated as of December 10, 2021, by and among the Company, Supernova Acquisition Corp. (“SolAero Merger Sub”), SolAero, and Fortis Advisors LLC as stockholder representative, which provides for, among other things, the merger of SolAero Merger Sub with and into SolAero, with SolAero being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the SolAero Merger Agreement, all of the issued and outstanding shares of SolAero were cancelled in exchange for aggregate consideration of $80,000 in cash, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (the “SolAero Merger Consideration”). In addition, $3,600 of the SolAero Merger Consideration was placed into escrow by the Company in order to secure recovery of any Adjustment Amount (as defined in the SolAero Merger Agreement) and as security against indemnity claims. In connection with the SolAero Acquisition, the Company entered into customary employment or consulting agreements with certain key employees of SolAero.

The acquisition-date consideration transferred consisted of cash of $76,181. The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:


Description	Amount
Cash and cash equivalents	$	7,815
Accounts receivable		12,322
Inventories		19,614
Prepaids and other current assets		3,537
Property, plant and equipment		27,364
Intangible assets		32,900
Right-of-use assets - operating leases		1,128
Right-of-use assets - finance leases		16,174
Restricted cash		3,293
Trade payables		(8,856	)
Accrued expenses		(9,334	)
Contract liabilities (1)		(26,464	)
Non-current operating lease liabilities		(1,128	)
Non-current finance lease liabilities		(15,874	)
Other assets and liabilities, net		(958	)
Identifiable net assets acquired		61,533
Goodwill		14,648
Total purchase price	$	76,181

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The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:


Type	Estimated Life in Years	Fair Value
Developed technology	14	$	10,000
In-process technology	N/A		800
Capitalized software	3		5,400
Customer relationships	12		9,000
Trademark and tradenames	12		4,700
Backlog	2		3,000
Total identifiable intangible assets acquired		$	32,900

Goodwill of $14,648 was recorded for the SolAero Acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. The goodwill is expected to be deductible for income tax purposes as, prior to the merger, SolAero held tax deductible goodwill in excess of the amount recorded.

The Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2022 includes revenues of $19,954 and $40,057 and operating loss of $2,300 and $3,231, respectively, related to the SolAero acquisition. The Company recognized $89 and $307 of acquisition and integration related costs that were expensed for the three and six months ended June 30, 2022, respectively. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.”

During the measurement period, the Company will continue to obtain information to assist in determining the fair value of net assets acquired, which may differ materially from these preliminary estimates. Measurement period adjustments, if applicable, will be applied in the reporting period in which the adjustment amounts are determined. Measurement period changes for the ASI, PSC and SolAero acquisitions did not have a material impact to the Condensed Consolidated Financial Statements for the second quarter of 2022.

The unaudited consolidated financial information summarized in the following table gives effect to the 2022 and 2021 acquisitions assuming they occurred on January 1, 2021. These unaudited consolidated pro forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected as a result of the acquisitions. These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2021, nor does the information project results for any future period.


	As Reported			Acquisitions Pro-Forma (Unaudited)			Consolidated Pro-Forma (Unaudited)
Three Months Ended June 30, 2022
Revenues	$	55,474		$	—		$	55,474
Net loss		(37,417	)		—			(37,417	)
Three Months Ended June 30, 2021
Revenues	$	11,280		$	28,265		$	39,545
Net income (loss)		(16,665	)		912			(15,753	)
Six Months Ended June 30, 2022
Revenues	$	96,177		$	2,454		$	98,631
Net loss		(64,126	)		(1,062	)		(65,188	)
Six Months Ended June 30, 2021
Revenues	$	29,472		$	52,844		$	82,316
Net loss		(32,547	)		(2,519	)		(35,066	)