BIGBEAR.AI HOLDINGS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that BigBear.ai
Holdings, Inc. ("BigBear.ai" or the "Company") management believes is relevant
to an assessment and understanding of BigBear.ai's consolidated results of
operations and financial condition. The following discussion and analysis should
be read in conjunction with BigBear.ai's audited consolidated financial
statements and notes to those statements included elsewhere in this Annual
Report on Form 10-K. Certain information contained in this management discussion
and analysis includes forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of many factors. Please see
"Cautionary Note Regarding Forward-Looking Statements," and "Risk Factors" in
this Annual Report on Form 10-K. Unless the context otherwise requires, all
references in this section to the "Company," "BigBear.ai " "we," "us" or "our"
refer to BigBear.ai Holdings, Inc.
The following discussion and analysis of financial condition and results of
operations of BigBear.ai is provided to supplement the consolidated financial
statements and the accompanying notes of BigBear.ai included elsewhere in this
Annual Report on Form 10-K. We intend for this discussion to provide the reader
with information to assist in understanding BigBear.ai's audited consolidated
financial statements and the accompanying notes, the changes in those financial
statements and the accompanying notes from period to period, and the primary
factors that accounted for those changes.
The discussion and analysis of financial condition and results of operations of
•Business Overview: This section provides a general description of
•Recent Developments: This section provides recent developments that we believe are necessary to understand our financial condition and results of operations.
•Results of Operations: This section provides a discussion of our current period, pro forma information and historical results of operations.
•the year ended
•the period from
•the period from
•the year ended
•the year endedDecember 31, 2020 after giving effect to each acquisition as if each had been completed as ofJanuary 1, 2020 (the "Successor 2020 Pro Forma Period"). •Liquidity and Capital Resources: This section provides an analysis of our ability to generate cash and to meet existing or reasonably likely future cash requirements. •Critical Accounting Policies and Estimates: This section discusses the accounting policies and estimates that we consider important to our financial condition and results of operations and that require significant judgment and estimates on the part of management in their application. In addition, our significant accounting policies, including critical accounting policies, are summarized in Note B to the accompanying consolidated financial statements included in this Annual Report on Form 10-K.
Business Overview
Our mission is to enable real-time decision-making dominance and provide
competitive advantage for our customers through the application of our novel
artificial intelligence ("AI"), machine learning ("ML"), and technical
consulting solutions and services that make sense of sensitive, proprietary, and
commercial data in complex, rapidly changing environments.
Our customized solutions (Observe, Orient, and Dominate) allow customers to catalog, curate, manage, automate, and visualize data feeds that can be leveraged to inform decision-making and create decision advantages in the most complex operational
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environments. Our combination of the latest AI/ML technologies, along with hands-on support from our team members is critical, especially for government customers, for several reasons:
•it provides us with opportunities to interact directly with our customers and build intimate customer relationships;
•it allows us to work alongside our customers and understand their needs so that we can better tailor agile solutions to meet those needs as mission objectives evolve;
•it grants access to real operational environments where we can test current and future technology-enabled solutions;
•it offers insights into the future technology needs of our customers, which helps inform our investment in research and development and the design of new offerings; and •it presents unique and complex challenges that require us to operationalize the latest breakthroughs in AI/ML technologies and push the envelope in terms of flexibility and scale.
These factors along with our success in the development and deployment of our solutions for government customers strengthens the value proposition of our commercial enterprise offerings.
We provide our customers with an unrivaled competitive advantage in a world driven by data that is growing exponentially in terms of volume, variety, and velocity. Our defense and intelligence customers operate in some of the most complex and data intensive environments, and we believe that the design and agility of our solutions make them equally valuable to commercial enterprises. Our data, analytics, and decision-making solutions already focus on issues such as transportation and logistics, geographical infrastructure, movement patterns, customer demand signals, economic/market analysis, and demand forecasting. We believe that our solutions can more readily provide commercial customers with superior results in shorter timeframes than our competitors. While our push into commercial markets is still in its nascent stages, our efforts have already yielded several new relationships and a considerable pipeline of opportunities which we plan to capitalize on in the next year.
Recent Developments
Acquisition Activity
Affiliates ofAE Industrial Partners Fund II, LP ("AE"), a private equity firm specializing in aerospace, defense, space and government services, power generation, and specialty industrial markets, formed a series of acquisition vehicles onMay 22, 2020 , which includedLake Parent, LLC ("Lake Parent"),BigBear.ai Holdings , LLC ("BigBear.ai Holdings" or "Successor", formerly known asLake Intermediate, LLC ), BigBear.aiIntermediate Holdings, LLC ("BigBear.ai Intermediate," formerly known asLake Finance, LLC ) andBigBear.ai , LLC ("BigBear.ai", formerly known asLake Acquisition, LLC ), with Lake Parent being the top holding company.BigBear.ai and BigBear.ai Intermediate are wholly owned subsidiaries ofBigBear.ai . OnJune 19, 2020 ,BigBear.ai acquired 100% of the equity ofNuWave Solutions, LLC ("NuWave").NuWave is a leading provider of data management, advanced analytics, artificial intelligence, machine learning, and cloud solutions that deliver anticipatory intelligence and advanced decision support solutions and technologies to the Federal Government.NuWave provides innovative, customized solutions through development, selection, and integration of leading technologies.NuWave has expertise in advanced technologies across the analytics and data management lifecycle and applies its expertise and teamwork to give customers the ability to solve complex problems, communicate, and manage information. Separately, AE also formed a series of acquisition vehicles onOctober 8, 2020 , which includedBBAI Ultimate Holdings, LLC ("BBAI Ultimate Holdings " or "Parent", formerly known asPCISM Ultimate Holdings, LLC ),PCISM Holdings, LLC ,PCISM Intermediate Holdings, LLC andPCISM Intermediate II Holdings, LLC . OnOctober 23, 2020 BBAI Ultimate Holdings acquiredPCI Strategic Management, LLC ("PCI" or "Predecessor"). PCI is a technology-focused company that provides cybersecurity and computer network operations, cloud engineering and IT infrastructure, data analytics, and system engineering solutions and related services. PCI is a trusted advisor to theU.S. intelligence community,Department of Defense (the "DoD"), and Federal Government, developing leading-edge mission solutions using emerging technologies and proven practices to solve the most complex cybersecurity, cloud, and enterprise IT challenges of its customers. OnDecember 2, 2020 ,NuWave entered into an agreement withOpen Solutions Group, LLC ("Open Solutions") to acquire 100% of its equity. Open Solutions specializes in big data computing and analytics, cloud computing, artificial intelligence, machine learning, geospatial information systems, data mining and systems engineering to customers in theU.S. defense and intelligence communities. Open Solutions combines comprehensive technology solutions with itsBigBear.ai Platform to create entirely private, secure, and unique cloud environments that have helped organizations enable big data computing, machine learning and 64
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improved decision-making while better managing risk. Open Solutions specializes in helping customers make sense of their data by delivering the most advanced customized data analytics solutions. OnDecember 21, 2020 ,BigBear.ai acquired the Government Services division ofProModel Government Solutions Inc. ("ProModel").ProModel is an agile provider of mission critical predictive and prescriptive analytics software solutions for decision support to theDoD andU.S. Government . For more than 25 years,ProModel has built innovative and adaptable custom model-based software solutions to visualize complex and disparate data, synchronize operational needs, mitigate risk and optimize resources to support strategic and tactical decisions for theDoD and other federal government agencies. OnDecember 21, 2020 ,NuWave acquired 100% of the equity of PCI in a series of transactions which resulted inBigBear.ai Holdings being a wholly owned subsidiary ofBBAI Ultimate Holdings . This transaction left Lake Parent with no assets or operations, and it was dissolved.
Merger Agreement and Public Company Costs
On
Pursuant to the Merger Agreement, (i) Merger Sub merged with and intoBigBear.ai Holdings , withBigBear.ai Holdings being the surviving entity in the merger (the "First Merger"), and (ii) immediately following the First Merger,BigBear.ai Holdings merged with and into GigCapital4, with GigCapital4 being the surviving entity in the merger (the "Second Merger," and together with the First Merger, the "Mergers" and together with the other transactions contemplated by the Merger Agreement, the "Business Combination"). OnDecember 7, 2021 , the Mergers were consummated and upon the closing of the Mergers,GigCapital4, Inc. was renamed toBigBear.ai Holdings, Inc. The Mergers are accounted for as a reverse recapitalization in which GigCapital4 is treated as the acquired company. A reverse recapitalization does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of the Company in many respects.BigBear.ai Holdings was deemed the accounting predecessor and the combined entity is the successorSEC registrant,BigBear.ai . As a result of the Mergers,BigBear.ai issued 105,000,000 shares of common stock and paid$75,000 toBBAI Ultimate Holdings in exchange for units of the Company.BigBear.ai received aggregate gross proceeds of$101,958 from the trust account and PIPE proceeds and$200,000 from the issuance of the convertible notes financing.BigBear.ai issued 8,000,000 shares of PIPE financing and 1,495,320 shares of common stock to certain advisors in lieu of cash for fees payable for services in connection with the Merger or GigCapital4's IPO. Proceeds from the Merger were partially used to fund the$114,393 repayment of the Antares Loan and transaction costs of$9,802 . The convertible notes financing bear interest at a rate of 6.0% per annum, payable semi-annually, and are convertible into shares of Common Stock at an initial conversion price of$11.50 . The conversion price is subject to adjustments, including but not limited to, a conversion rate Reset (as defined in the Indenture) 180 days afterDecember 7, 2021 should certain daily volume-weighted average price thresholds be met. The convertible notes mature onDecember 15, 2026 . As a result of forward share purchase agreements executed with certain stockholders prior to the stockholder vote,$101,021 of the proceeds from the trust account will be restricted for up to a period of three months following the Merger, at which point each shareholder will have the right to sell its shares toBigBear.ai for$10.15 . Until the end of the three-month period, stockholders can sell shares on the open market provided the share price is at least$10.00 per share. If stockholders sell any shares in the open market within the first month of the three-month period and at a price greater than$10.05 ,BigBear.ai will pay the shareholders$0.05 per share sold. Immediately prior to the closing of the Merger, but following the consummation of GigCapital4's domestication to aDelaware corporation, the authorized capital stock of GigCapital4 consisted of 501,000,000 shares, including (i) 500,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock. 135,566,227 shares of common stock and no shares of the preferred stock were outstanding as ofDecember 31, 2021 . At the effective time of the Merger, 100 units ofBigBear.ai Holdings were cancelled and automatically deemed for all purposes to represent the Parent's right to receive, in the aggregate,$75 million in cash and shares in GigCapital4, and Parent exchanged its 100 units ofBigBear.ai Holdings for 105,000,000 shares ofBigBear.ai's common stock. In addition, 8,000,000 shares of PIPE financing were issued and 1,495,320 shares were issued to certain advisors. AE became the majority stockholder of the Company, via its ownership of Parent, following the close of the Merger (83.5%). 65
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COVID-19 Operational Posture and Current Impact
Authorities around the world have implemented numerous measures to try to reduce the spread of the virus and such measures have impacted and continue to impact us and our and consumers. While some of these measures have been lifted or eased in certain jurisdictions, other jurisdictions have seen a resurgence of COVID-19 cases resulting in reinstitution or expansion of such measures. We are subject to Executive Order 14042, which mandates vaccinations for employees of businesses servicing federal contracts, except for employees who qualify for medical or religious exemptions. We have announced a Company policy which complies with Executive Order 14042. In response to the exposure of COVID-19 on our business and workforce, we have activated a pandemic crisis response plan to protect the health and safety of our team members, families, customers and communities, while continuing to meet our commitments to customers. Our mitigation strategies cover employee preparation, travel, security, the ability to work virtually offsite and communications. While not currently known, the full impact of COVID-19 could have a material impact on our financial condition and results of operations. The Company continues to closely monitor the current macro environment related to monetary and fiscal policies, as well as pandemics or epidemics, such as the COVID-19 outbreak.
Significant Contract Awards
During the Successor 2021 Period, we were awarded more than$150 million of new contract awards, bringing total backlog to$465.7 million as ofDecember 31, 2021 . Key developments include the following:
•entered into a one-year contract with the
•awarded the five-year, single award TACTICALCRUISER contract by the United States Cyber Command;
•entered into a memorandum of understanding with Redwire Corporation for the development of advanced cyber resiliency capabilities for future space missions;
•awarded one of two Global Force Information Management Phase 1 Prototype
contracts by the
•entered into a three-year commercial partnership with Terran Orbital to support manufacturing and supply chain optimization, constellation tasking optimization, space situational awareness analytics, and sensor exploitation to identify relevant insights; and •entered into a multi-year commercial partnership with Virgin Orbit for the real-time deployment of AI-powered software for mobile assets in the field; the development of applications that can identify objects, analyze ground material, map land and monitor climate in space; and the use of innovative products that fuse data from multiple intelligence data.
OnNovember 15, 2021 , we announced a commercial partnership with Palantir Technologies Inc. ("Palantir"), a software company that builds enterprise data platforms for use by organizations with complex and sensitive data environments, under which our and Palantir's products will be integrated to extend the operating system for the modern enterprise with data and AI that provide advice and other actionable insights for complex business decisions. As part of the integrated product offering, Palantir's Foundry platform will be integrated with our Observe, Orient and Dominate solutions, creating powerful machine learning extensions for the Palantir ecosystem that will provide global data collection, generate actionable insights, and deliver anticipatory intelligence at enterprise scale to address high-growth federal and commercial verticals including space, retail, logistics and energy. We will have an opportunity to extend Palantir's products with its forecasting, course of action optimization, conflation, computer vision, natural language processing, and other predictive analytics via low-code interfaces.
Components of Results of Operations
Revenues
We generate revenue by providing our customers with highly customizable
solutions and services for data ingestion, data enrichment, data processing,
artificial intelligence, machine learning, predictive analytics and predictive
visualization. We have a diverse base of customers, including government
defense, government intelligence, as well as various commercial enterprises.
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Table of Contents Cost of Revenues Cost of revenues primarily includes salaries, stock-based compensation expense, and benefits for personnel involved in performing the services described above as well as allocated overhead and other direct costs.
We expect that cost of revenues will increase in absolute dollars as our revenues grow and will vary from period-to-period as a percentage of revenues.
Selling, General and Administrative ("SG&A")
SG&A expenses include salaries, stock-based compensation expense, and benefits for personnel involved in our executive, finance, accounting, legal, human resources, and administrative functions, as well as third-party professional services and fees, and allocated overhead. We expect that SG&A expenses will increase in absolute dollars as we hire additional personnel and enhance our systems, processes, and controls to support the growth in our business as well as our increased compliance and reporting requirements as a public company.
Research and Development
Research and development expenses primarily consist of salaries, stock-based compensation expense, and benefits for personnel involved in research and development activities as well as allocated overhead. Research and development expenses are expensed in the period incurred.
We expect research and development expenses to increase in future periods as we continue to invest in research and development activities to achieve our operational and commercial goals.
Transaction Expenses
Transaction expenses consist of acquisition costs and other related expenses incurred in acquiringNuWave , PCI, Open Solutions, andProModel as well as costs associated with evaluating other acquisition opportunities.
We expect to incur acquisition costs and other related expenses periodically in the future as we continue to seek acquisition opportunities to expand our technological capabilities.
Net Increase in Fair Value of Derivatives
Net increase in fair value of derivatives consists of fair value remeasurements of private warrants and written put options.
Loss on Extinguishment of Debt
Loss on extinguishment of debt consists of the derecognition of the remaining unamortized debt issuance costs related to the Antares Capital Credit Facility upon its settlement. See the Liquidity and Capital Resources section Antares Capital Credit Agreement below for more information.
Interest Expense
Interest expense consists primarily of interest expense, commitment fees, and debt issuance cost amortization under our debt agreements.
Income Tax Expense (Benefit)
Income tax expense (benefit) consists of income taxes related to federal and state jurisdictions in which we conduct business.
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Segments
We have two operating segments, Cyber & Engineering and Analytics, which were
determined based on the manner in which the chief operating decision maker
("CODM"), who is our Chief Executive Officer, manages our operations for
purposes of allocating resources and evaluating performance. Various factors,
including our organizational and management reporting structure, customer type,
economic characteristics, financial metrics and other factors were considered in
determining these operating segments. Our operating segments are described
below:
Cyber & Engineering
The Cyber & Engineering segment provides high-end technology and management
consulting services to its customers. This segment focuses in the areas of cloud
engineering and enterprise IT, cybersecurity, computer network operations and
wireless, systems engineering, as well as strategy and program planning. The
segment's primary solutions relate to the development and deployment of
customized solutions in the areas of cloud engineering and IT infrastructure,
cybersecurity and computer network operations, data analytics and visualization,
and system engineering and program planning. The results of PCI are included in
the Cyber & Engineering segment results.
Analytics
The Analytics segment provides high-end technology and consulting services to its customers. This segment focuses on the areas of big data computing and analytical solutions, including predictive and prescriptive analytics solutions. The segment's primary solutions assist customers in aggregating, interpreting, and synthesizing data to enable real-time decision-making capabilities. The results ofNuWave , Open Solutions, andProModel are included in the Analytics segment results. Results of Operations
Successor 2021 Period, Successor 2020 Period, Predecessor 2020 Period, Successor Pro Forma 2020 Period, and Predecessor 2019 Period
This section provides a discussion of the results of operations for the following periods:
•The results of operations for the Successor 2021 Period include the results of PCI,NuWave , Open Solutions,ProModel andBigBear.ai from the beginning of the period (January 1, 2021 -December 31, 2021 ).
•The results of operations for the Successor 2020 Period include the results of
•The Successor Pro Forma 2020 Period includes the results of operations for the Successor 2020 Period and reflects the impact of the acquisitions ofNuWave , PCI, Open Solutions andProModel as if they each occurred onJanuary 1, 2020 (January 1, 2020 -December 31, 2020 ).
•The results of operations for the Predecessor 2020 Period include the results
of PCI from
•The results of operations for the Predecessor 2019 Period include the results
of PCI for the year ended
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As described above and as illustrated in the table below, the periods presented are not directly comparable.
Successor Successor Successor Pro Forma Predecessor Predecessor
2021 Period 2020 Period 2020 Period 2020 Period 2019 Period
PCI October 23, 2020 - January 1, 2020 - January 1, 2019
December 31, 2020 October 22, 2020 -December 31, 2019
Open Solutions December 2, 2020
-December 31, 2020
ProModel January 1, 2021 - December 21, 2020 January 1, 2020 -
December 31, 2021 -December 31, 2020 December 31, 2020 Not Applicable Not Applicable
NuWave June 19, 2020 -
December 31, 2020
BigBear.ai May 22, 2020 -
December 31, 2020
The following table presents our consolidated statements of operations:
Successor Predecessor Successor
2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020
Revenues $ 145,578 $ 31,552 $ 59,765 $ 73,626 $ 138,992
Cost of revenues 111,510 22,877 46,755 56,130 96,133
Gross margin 34,068 8,675 13,010 17,496 42,859
Operating expenses:
Selling, general and administrative 106,507 7,909 7,632 11,004 30,235
Research and development 6,033 530 85 110 615
Transaction expenses - 10,091 - - 10,091
Operating (loss) income (78,472) (9,855) 5,293 6,382 1,918
Net increase in fair value of
derivatives 33,353 - - - -
Loss on extinguishment of debt 2,881 - - - -
Interest expense 7,762 616 1 127 8,396
(Loss) income before taxes (122,468) (10,471) 5,292 6,255 (6,478)
Income tax expense (benefit) 1,084 (2,633) 3 9 (1,795)
Net (loss) income $ (123,552) $ (7,838) $ 5,289 $ 6,246 $ (4,683)
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The following table summarizes our Successor 2020 Pro Forma Period statements of
operations:
NuWave PCI Open Solutions ProModel
Lake January 1, 2020 - Acquisition
Intermediate June 18 , January 1, 2020 - January 1 2020 - January 1, 2020 - Accounting Successor
(Historical) 2020 October 22, 2020 December 1, 2020 December 20, 2020 Adjustments Pro
(Historical) (Historical) (Historical) (Historical) Forma 2020
Revenues $ 31,552 $ 10,809 $ 59,765 $ 22,693 $ 15,782 (1,609) (a) $ 138,992
Cost of revenues 22,877 5,436 46,755 13,183 9,491 (1,609) (a) 96,133
Gross Margin 8,675 5,373 13,010 9,510 6,291 - 42,859
Operating expenses:
Selling, general and
administrative 7,909 3,266 7,632 4,192 1,555 5,681 (b) 30,235Research and development 530 - 85 - - - 615 Transaction expenses 10,091 - - - - - 10,091 Operating income (loss) (9,855) 2,107 5,293 5,318 4,736 (5,681) 1,918 Interest expense 616 - 1 (3) - 7,782 (c) 8,396 (Loss) income before taxes (10,471) 2,107 5,292 5,321 4,736 (13,463) (6,478) Income tax expense (benefit) (2,633) (6) 3 61 1,169 (389) (d) (1,795) Net (loss) income$ (7,838) $ 2,113 $ 5,289 $ 5,260 $ 3,567$ (13,074) $ (4,683) Acquisition Accounting Adjustments: a.Adjustment to eliminate$1,609 of pre-acquisition intercompany revenues and cost of revenues betweenNuWave andProModel . b.Adjustment to include pre-acquisition amortization of the acquired intangible assets of$735 forNuWave ,$922 for PCI,$2,331 for Open Solutions, and$1,693 forProModel . c.Adjustment to (1) include the interest expense of$861 to finance theNuWave Acquisition,$1,873 to finance the PCI Acquisition,$2,131 to finance the Open Solutions Acquisition, and$2,918 to finance the ProModel Acquisition as if each acquisition had taken place onJanuary 1, 2020 , based on the effective interest rate of the credit facility used to finance the acquisitions, and (2) eliminate$1 of pre-acquisition interest expense, including amortization of deferred financing fees, related to the outstanding debt balances for PCI, which were settled by the sellers of PCI with proceeds from the sale. d.Adjustment for income taxes of$113 expense forNuWave ,$522 expense for PCI,$119 expense for Open Solutions and$(1,143) benefit forProModel , applying a statutory tax rate of 21% as if the acquisitions had taken place onJanuary 1, 2020 . Revenues Successor Predecessor Successor 2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020 Revenues Cyber & Engineering$ 74,879 $ 15,584 $ 59,765 $ 73,626 $ 75,349 Analytics 70,699 15,968 - - 63,643 Total Revenues$ 145,578 $ 31,552 $ 59,765 $ 73,626 $ 138,992 Total revenues were$145,578 for the Successor 2021 period as compared to$31,552 for the Successor 2020 Period,$59,765 for the Predecessor 2020 Period,$73,626 for the Predecessor 2019 Period, and$138,992 for the Successor 2020 Pro Forma Period. Cyber & Engineering revenues were$74,879 for the Successor 2021 Period as compared to$15,584 for the Successor 2020 Period,$59,765 for the Predecessor 2020 Period,$73,626 for the Predecessor 2019 Period, and$75,349 for the Successor 2020 Pro Forma Period. Revenues increased$59,295 in the Successor 2021 Period relative to the Successor 2020 Period as the Successor 2021 Period includes the results of PCI for the entire 2021 fiscal year whereas the Successor 2020 Period includes the results of PCI fromOctober 23, 2020 throughDecember 31, 2020 , Revenues increased$15,114 and$1,253 in the Successor 2021 Period relative to the Predecessor 2020 Period and Predecessor 2019 Period, respectively, as a result of increased volume and new contract awards. Revenues decreased approximately$470 relative to the Successor 2020 Pro Forma Period. This decrease is primarily attributable to lower volume.
Analytics revenues were
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$63,643 for the Successor 2020 Pro Forma Period. Analytics revenues increased$54,731 from the Successor 2020 Period due to the full year of activity forNuWave , Open Solutions, andProModel . Analytics revenues increased$7,056 from the Successor 2020 Pro Forma Period. This increase was primarily attributable to new contract awards. Cost of Revenues Successor Predecessor Successor 2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020 Cost of revenues Cyber & Engineering$ 59,658 $ 12,273 $ 46,755 $ 56,130 $ 59,028 Analytics 51,852 10,604 - - 37,105 Total cost of revenues$ 111,510 $ 22,877 $ 46,755 $ 56,130 $ 96,133 Cost of revenues as a percentage of revenues Cyber & Engineering 80 % 79 % 78 % 76 % 78 % Analytics 73 % 66 % - % - % 58 % Total cost of revenues was$111,510 for the Successor 2021 Period as compared to$22,877 for the Successor 2020 Period,$46,755 for the Predecessor 2020 Period,$56,130 for the Predecessor 2019 Period, and$96,133 for the Successor 2020 Pro Forma Period. Cyber & Engineering cost of revenues as a percentage of Cyber & Engineering revenues was 80% for the Successor 2021 Period as compared to 79%, 78%, 76%, and 78% for the Successor 2020 Period, Predecessor 2020 Period, Predecessor 2019 Period, and Successor 2020 Pro Forma Period, respectively. The increase in cost of revenues as a percentage of revenue in the Successor 2021 Period relative to the Predecessor 2020 Period, Predecessor 2019 Period, and Successor 2020 Pro Forma Period was primarily driven by increased subcontractor costs. Analytics cost of revenues as a percentage of Analytics revenues was 73% for the Successor 2021 Period as compared to 66% and 58% for the Successor 2020 Period and Successor 2020 Pro Forma Period, respectively. The increase in cost of revenues as a percentage of revenues for the Successor 2021 Period relative to the Successor 2020 Period and Successor 2020 Pro Forma Period was due to increased subcontractor costs.
SG&A
Successor Predecessor Successor
2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020
SG&A $ 106,507 $ 7,909 $ 7,632 $ 11,004 $ 30,235
SG&A as a percentage of
revenues 73 % 25 % 13 % 15 % 22 %
SG&A expenses as a percentage of total revenues for the Successor 2021 Period
was 73% as compared to 25% for the Successor 2020 Period, 13% for the
Predecessor 2020 Period, 15% for the Predecessor 2019 Period, and 22% for the
Successor 2020 Pro Forma Period. The increase in selling, general and
administrative expenses as a percentage of revenues for the Successor 2021
Period relative to the Successor 2020 Period, Predecessor 2020 Period,
Predecessor 2019 Period, and Successor 2020 Pro Forma Period was primarily
driven by $53,463 of equity-based compensation cost recognized under the Class B
Unit Incentive Plan. See the Equity-Based Compensation section Class B Unit
Incentive Plan below for more information. The increase in SG&A as a percentage
of revenues was also driven by increased payroll, information technology and
employee recruiting expenses to increase personnel in advance of planned growth
in our business as well as our increased compliance and reporting requirements
as a public company. Since January of 2021, we have hired approximately 70
employees across various corporate functions, including hires to support our
transition to a public company, and within the business development team to
focus on our commercial growth strategy. Additionally, the increase for the
Successor 2021 Period includes $6,917 related to capital market advisory fees
related to advisors assisting with preparation for the Business Combination and
various integration projects and $1,783 of non-recurring integration costs to
streamline business functions across the Company and realize synergies from our
acquisitions.
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Research and Development
Successor Predecessor Successor
2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020
Research and development $ 6,033 $ 530 $ 85 $ 110 $ 615
Research and development expenses were $6,033 for the Successor 2021 Period as
compared to $530 for the Successor 2020 Period, $85 for the Predecessor 2020
Period, $110 for the Predecessor 2019 Period, and $615 for the Successor 2020
Pro Forma Period. The increase in research and development expenses was driven
by increased investment in various research projects aimed at continuing to
develop and refine our solutions, including enhancing features and
functionality, adding new modules, and improving the application of the latest
AI/ML technologies in the solutions we deliver to our customers.
Transaction Expenses
Successor Predecessor Successor
2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020
Transaction expenses $ - $ 10,091 $ - $ - $ 10,091
Transaction expense was $- for the Successor 2021 Period as compared to $10,091
for the Successor 2020 Period, $- for the Predecessor 2020 Period, $- for the
Predecessor 2019 Period, and $10,091 for the Successor 2020 Pro Forma Period.
The transaction expense in the Successor 2020 Period and the Successor 2020 Pro
Forma Period relate to the diligence and integration costs associated with the
purchases of NuWave , PCI, Open Solutions, and ProModel as well as costs
associated with evaluating other acquisition opportunities.
Net Increase in Fair Value of Derivatives
The net increase in fair value of derivatives of$33,353 for the Successor 2021 Period consists of fair value remeasurements of private warrants and written put options.
Loss on Extinguishment of Debt
The loss on extinguishment of debt of$2,881 for the Successor 2021 Period consists of the derecognition of the remaining unamortized debt issuance costs related to the Antares Capital Credit Facility upon its settlement. See the Liquidity and Capital Resources section Antares Capital Credit Agreement below for more information. Interest Expense Successor Predecessor Successor 2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020 Interest expense$ 7,762 $ 616 $ 1 $ 127 $ 8,396 Interest expense was$7,762 for the Successor 2021 Period as compared to$616 for the Successor 2020 Period,$1 for the Predecessor 2020 Period,$127 for the Predecessor 2019 Period, and$8,396 for the Successor 2020 Pro Forma Period. The interest expense in the Successor 2021 period was primarily incurred in connection withBigBear.ai Holdings' Antares Capital Credit Facility, which was entered into inDecember 2020 . See the Liquidity and Capital Resources section below for more information.
Income Tax Expense (Benefit)
Successor Predecessor
2021 Period 2020 Period 2020 Period 2019 Period
Income tax expense (benefit) $ 1,084 $ (2,633) $ 3 $ 9
Effective tax rate (0.9) % 25.1 % 0.1 % 0.1 %
Income tax expense was $1,084 for the Successor 2021 Period as compared to
income tax benefit of $(2,633) for the Successor 2020 Period. The increase in
income tax expense was primarily driven by a valuation allowance recognized on
the Company's
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deferred tax balances. The income tax expense for the Predecessor 2020 Period and Predecessor 2019 Period were insignificant because the Predecessor was established and taxed as a partnership.
The effective tax rate for the Successor 2021 Period differs from theU.S. federal income tax rate of 21.0% primarily due to state and local income taxes, non-deductible Class B Incentive Unit equity-based compensation, a non-deductible unrealized increase in the fair value of derivatives, and the change in valuation allowance. The effective tax rate for the Successor 2020 Period differs from theU.S. federal income tax rate of 21.0% primarily due to state and local income taxes. The effective tax rate for the Predecessor 2020 Period and Predecessor 2019 Period differs from theU.S. federal income tax rate of 0.0% due to state and local income taxes. A valuation allowance is provided for deferred income tax assets when it is more likely than not that future tax benefits will not be realized. The Company assesses whether a valuation allowance should be established against deferred tax assets based upon consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, the Company's history of losses, the duration of statutory carryforward periods, the Company's experience with tax attributes expiring, impacts of enacted changes in tax laws and tax planning strategies, and the taxable income generated through the future reversals of deferred tax liabilities. In making such judgments, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, the Company determined it was more likely that it would be not able to utilize all of its deferred tax assets, and has therefore established a full valuation allowance.
Refer to Note K - Income Taxes of the Notes to consolidated financial statements included in Annual Report on Form 10-K for more information.
Supplemental Non-GAAP Information
The Company uses Adjusted EBITDA to evaluate its operating performance, generate
future operating plans, and make strategic decisions, including those relating
to operating expenses and the allocation of internal resources. Adjusted EBITDA
is a financial measure not calculated in accordance with GAAP. Adjusted EBITDA
is defined as net income (loss) adjusted for interest expense (income), net,
income tax expense (benefit), depreciation and amortization, acquisition costs,
acquisition integration costs, capital market and advisory fees and equity-based
compensation. Non-GAAP financial performance measures are used to supplement the
financial information presented on a GAAP basis. This non-GAAP financial measure
should not be considered in isolation or as a substitute for the relevant GAAP
measures and should be read in conjunction with information presented on a GAAP
basis. Because not all companies use identical calculations, our presentation
of non-GAAP measures may not be comparable to other similarly titled measures of
other companies.
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Adjusted EBITDA - Non-GAAP
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), computed in accordance with GAAP:
Successor Predecessor Successor
2021 Period 2020 Period 2020 Period 2019 Period Pro Forma 2020
Net income (loss) $ (123,552) $ (7,838) $ 5,289 $ 6,246 $ (4,683)
Interest expense 7,762 616 1 127 8,396
Income tax expense (benefit) 1,084 (2,633) 3 9 (1,795)
Depreciation and amortization 7,262 1,028 52 50 6,990
EBITDA (107,444) (8,827) 5,345 6,432 8,908
Adjustments:
Equity-based compensation 1 60,615 - 80 104 1,097
Net increase in fair value of
derivatives 2 33,353 - - - -
Loss on extinguishment of debt
3 2,881 - - - -
Transaction bonuses 4 1,089 - - - -
Capital market advisory fees 5 6,917 - - - -
Termination of legacy benefits
6 1,639 - - - -
Management fees 7 1,001 414 - - 414
Non-recurring integration
costs 8 1,783 - - - -
Commercial start-up costs 9 3,018 - - - -
Transaction expenses 10 - 10,091 - - 10,091
Adjusted EBITDA $ 4,852 $ 1,678 $ 5,425 $ 6,536 $ 20,510
___________
1 Equity-based compensation includes approximately
2 The increase in fair value of derivatives primarily relates to the changes in the fair value of certain Forward Purchase Agreements that were entered into prior to the closing of the Business Combination. 3 Loss on extinguishment of debt consists of the derecognition of the remaining unamortized debt issuance costs related to the Antares Capital Credit Facility upon its settlement.
4 Bonuses paid to certain employees related to the closing of the Business Combination.
5 The Company incurred capital market and advisory fees related to advisors assisting with preparation for the Business Combination.
6 In the third quarter of 2021, the Company elected to terminate certain legacy employee incentive benefits with final payments made in the fourth quarter of 2021.
7 Management and other related consulting fees paid to
8 Non-recurring internal integration costs related to the Business Combination.
9 Commercial start-up costs includes certain non-recurring expenses associated with tailoring the Company's software products for commercial customers and use cases. 10 For the Successor 2020 Period and the Successor Pro Forma 2020 Period, the Company incurred acquisition costs related to the purchase ofNuWave , PCI, Open Solutions andProModel in 2020. Costs include both diligence and integration costs after each company was acquired.
Free Cash Flow
Free cash flow is defined as net cash provided by (used in) operating activities
less capital expenditures. Management believes free cash flow is useful to
investors, analysts and others because it provides a meaningful measure of the
Company's ability to generate cash and meet its debt obligations.
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The table below presents a reconciliation of free cash flow to net cash provided by (used in) operating activities, computed in accordance with GAAP:
Successor Predecessor
2021 Period 2020 Period 2020 Period 2019 Period
Net cash (used in) provided by
operating activities $ (19,782) $ (7,416) $ 8,614 $ 4,121
Capital expenditures, net (639) (155) (121) (18)
Free cash flow $ (20,421) $ (7,571) $ 8,493 $ 4,103
Free cash flow from acquired
businesses 19,770
Operating cash flow from acquired
businesses 20,000
Capital expenditures of acquired
businesses (230)
Pro Forma free cash flow (i) $ 12,199
_____________
(i)The Successor 2020 Pro Forma Period free cash flow represents free cash flow
for the year ended December 31, 2020 , adjusted for estimated free cash flow for
NuWave , PCI, Open Solutions, and ProModel as if each of those transactions
occurred at the beginning of the period. Adjustments to reflect the estimated
free cash flows from acquired businesses includes certain transaction costs (and
the associated tax impacts) not already included in the net loss, where
applicable. The Successor 2020 Pro Forma Period free cash flow was not prepared
in accordance with GAAP or the pro forma rules of Regulation S-X promulgated by
the SEC and should not be considered as an alternative to net cash provided by
(used in) operating activities determined in accordance with GAAP. We believe
that the inclusion of Successor 2020 Pro Forma Period free cash flow is
appropriate to provide additional information to investors because securities
analysts and other investors may use this non-GAAP financial measure to assess
our operating performance across periods on a consistent basis. The Successor
2020 Pro Forma Period free cash flow has limitations as an analytical tool and
should not be considered in isolation or as a substitute for analysis of our
results as reported under GAAP.
Key Performance Indicators
Backlog
We view growth in backlog as a key measure of our business growth. Backlog
represents the estimated dollar value of contracts that we have been awarded for
which work has not yet been performed, and in certain cases, our estimate of
known opportunities for future contract awards on customer programs that we are
currently supporting.
The majority of our historical revenues are derived from contracts with the
Federal Government and its various agencies. In accordance with the general
procurement practices of the Federal Government, most contracts are not fully
funded at the time of contract award. As work under the contract progresses, our
customers may add incremental funding up to the initial contract award amount.
We generally do not deliver goods and services to our customers in excess of the
appropriated contract funding.
At the time of award, certain contracts may include options for our customers to
procure additional goods and services under the contract. Options do not create
enforceable rights and obligations until exercised by our customers and thus we
only recognize revenues related to options as each option is exercised.
Contracts with such provisions may or may not specify the exact scope, nor
corresponding price, associated with options; however, these contracts will
generally identify the expected period of performance for each option. In cases
where we have negotiated the estimated scope and price of an option in the
contract with our customer, we use that information to measure our backlog and
we refer to this as Priced Unexercised Options. If a contract does not specify
the scope, level-of-effort, or price related to options to procure additional
goods and services, we estimate the backlog associated with those options based
on our discussions with our customer, our current level of support on the
customer's program, and the period of performance for each option that was
negotiated in the contract. We refer to this as Unpriced Unexercised Options.
Many of the customer programs we support relate to key national security and
defense interests. At the end of a contract, our customers may elect to modify
our existing contract, in order to extend the period under which we provide
additional goods and services or may elect to continue to procure additional
goods and services from us under a new contract. If our customer notifies us
that a program we currently support will be continuing under a new contract, we
estimate the backlog associated with that anticipated future contract
("Anticipated Follow-on Awards") based on the assumption that (i) we are highly
likely to be awarded the contract because we are the incumbent, (ii) the program
we support is of critical importance to national security and defense, and
(iii) that if the contract was awarded to a different party, the transition
would be highly disruptive to the achievement of our customer's objectives. For
purposes of estimating backlog related to Anticipated Follow-on Awards, we
assume that the goods and services that we will deliver under that future
contract will be generally similar in scope and pricing compared to our current
contract and that our current level of support on the customer program will
persist under the new contract. Potential contract
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awards with existing customers on completely new programs, or with any new customer that we have not worked with historically, would not be included in Anticipated Follow-on Awards as there is far greater uncertainty as to whether those opportunities will be awarded to us. We define backlog in these categories to provide the reader with additional context as to the nature of our backlog and so that the reader can understand the varying degrees of risk, uncertainty, and where applicable, management's estimates and judgements used in determining backlog at the end of a period. The categories of backlog are further defined below.
•Funded Backlog. Funded backlog represents the contract value of goods and services to be delivered under existing contracts for which funding is appropriated or otherwise authorized less revenues previously recognized on these contracts.
•Unfunded backlog. Unfunded backlog represents the contract value, or portion thereof, of goods and services to be delivered under existing contracts for which funding has not been appropriated or otherwise authorized.
•Priced Unexercised Options: Priced unexercised contract options represent the value of goods and services to be delivered under existing contracts if our customer elects to exercise all of the options available in the contract. For priced unexercised options, we measure backlog based on the corresponding contract values assigned to the options as negotiated in our contract with our customer. •Unpriced Unexercised Options: Unpriced unexercised contract options represent the value of goods and services to be delivered under existing contracts if our customer elects to exercise all of the options available in the contract. For unpriced unexercised options, we estimate backlog generally under the assumption that our current level of support on the contract will persist for each option period. •Anticipated Follow-on Awards: Anticipated Follow-on Awards represents our estimate of the value of goods and services to be delivered under a contract that has not yet been awarded to us, but where we believe we are highly likely to be awarded the contract because we are the incumbent on an ongoing customer program, the program we support is of critical importance to national security, and that if the contract was awarded to a different party, the transition would be highly disruptive to the achievement of our customer's objectives. We estimate backlog related to Anticipated Follow-on Awards based on the assumption that the goods and services that we will deliver under the anticipated future contract will be generally similar in scope and pricing compared to our current contract and that our current level of support on that program will persist under the new contract.
The following table summarizes certain backlog information (in thousands):
Successor
December 31, 2021 December 31, 2020
Funded $ 91,187 $ 63,048
Unfunded 68,203 45,795
Priced, unexercised options 143,969 57,345
Unpriced, unexercised options 119,747 175,509
Anticipated Follow-on Awards 42,582 66,864
Total backlog $ 465,688 $ 408,561
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows provided by our operations and access to existing credit facilities. Our primary short-term cash requirements are to fund working capital, operating lease obligations, and short-term debt, including current maturities of long-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of the timing of receipts and disbursements related to long-term contracts. Our medium-term to long-term cash requirements are to service and repay debt and to invest in facilities, equipment, technologies, and research and development for growth initiatives.
Our ability to fund our cash needs will depend, in part, on our ability to generate cash in the future, which depends on our future financial results. Our future results are subject to general economic, financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions, is impacted
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by many factors, including capital market liquidity and overall economic conditions.
We believe that our cash from operating activities generated from continuing operations during the year, together with available borrowings under our existing credit facilities, will be adequate for the next 12 months to meet our anticipated uses of cash flow, including working capital, operating lease obligations, capital expenditures and debt service costs. While we intend to reduce debt over time using cash provided by operations, we may also attempt to meet long-term debt obligations, if necessary, by obtaining capital from a variety of additional sources or by refinancing existing obligations. These sources include public or private capital markets, bank financings, proceeds from dispositions or other third-party sources.
Our available liquidity consists primarily of available cash and cash equivalents and available borrowings from our existing credit facilities. The following table details our available liquidity:
Successor
December 31, December 31,
2021 2020
Available cash and cash equivalents $ 68,900 $ 9,704
Available borrowings from our existing credit facilities 50,000 15,000
Total available liquidity $
118,900
The following table summarizes our existing credit facilities:
Successor
December 31, 2021 December 31, 2020
Convertible Notes $ 200,000 $ -
Bank of America Senior Revolver - -
Antares Capital Term Loan - 110,000
D&O Financing Loan 4,233 -
Total debt 204,233 110,000
Less: unamortized issuance costs 9,636 3,006
Total debt, net 194,597 106,994
Less: current portion 4,233 1,100
Long-term debt, net $ 190,364 $ 105,894
Antares Capital Credit Agreement
On
(i)$110 million term loan (the "Antares Capital Term Loan") that was to mature onDecember 21, 2026 . Proceeds from the Antares Capital Term Loan were used to finance the acquisition ofProModel , pay acquisition-related costs, fund working capital needs and other general corporate purposes; (ii)$15 million revolving credit facility (the "Antares Capital Revolving Credit Facility") that was to mature onDecember 21, 2026 . Proceeds from the revolving credit facility were used to fund working capital needs, and other general corporate purposes. As ofDecember 31, 2020 (Successor), the balance of the Antares Capital Revolving Credit Facility of$15 million was undrawn and available toBigBear.ai . The Antares Capital Credit Agreement was secured by a security interest in all rights, title or interest in or to certain assets and properties owned byBigBear.ai and the guarantors included in the Antares Capital Credit Agreement. The Antares Capital Credit Agreement requiredBigBear.ai to meet customary affirmative and negative covenants, default provisions, representations and warranties and other terms and conditions.BigBear.ai was required to make mandatory prepayments of the outstanding principal and accrued interest under the Antares Capital Credit Agreement (i) upon the occurrence of certain events and (ii) to the extent a specified net leverage ratio is exceeded as evaluated on any test period ending date. The test period ending dates areMarch 31 ,June 30 ,September 30 andDecember 31 each year, which started onMarch 31, 2021 .BigBear.ai could prepay the Antares Capital Term Loan and theAntares Capital Revolving Credit Facility (collectively the "Loans") at any time without any premium or penalty; however, the minimum amount of prepayment for the Antares Capital Term Loan and the Antares Capital Revolving Credit Facility was$250 and$100 , respectively. In addition, theAntares Capital 77
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Term Loan was to be repaid quarterly in principal payments of
Upon consummation of the Merger onDecember 7, 2021 , aggregated gross proceeds were partially used to fund the$114,393 repayment of the Loans, including accrued interest of$136 . The Company recognized a loss of$2,881 on the consolidated statements of operations for the extinguishment of the Loans related to the remaining unamortized debt issuance costs.The Antares Capital Credit Agreement requiredBigBear.ai to meet certain financial and other covenants.BigBear.ai Holdings was in compliance with all covenants through the extinguishment of the Loans.
OnDecember 7, 2021 ,BigBear.ai entered into a new senior credit agreement withBank of America, N.A . (the "Bank of America Credit Agreement "), providingBigBear.ai with a$50.0 million senior secured revolving credit facility (the "Senior Revolver"). Proceeds from the Senior Revolver will be used to fund working capital needs, capital expenditures, and other general corporate purposes. The Senior Revolver matures onDecember 7, 2025 . The Senior Revolver includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the "swing loans." Any issuance of letters of credit or making of a swing loan will reduce the amount available under the revolving credit facility.BigBear.ai may increase the commitments under the Senior Revolver in an aggregate amount of up to the greater of$18.8 million or 100% of consolidated adjusted EBITDA plus any additional amounts so long as certain conditions, including compliance with the applicable financial covenants for such period, in each case on a pro forma basis, are satisfied.
As of
Convertible Notes
Upon consummation of the Merger, the Company issued$200.0 million of unsecured convertible notes (the "Convertible Notes") to certain investors. The Convertible Notes bear interest at a rate of 6.0% per annum, payable semi-annually, and not including any interest payments that are settled with the issuance of shares, are convertible into 17,391,304 shares of the Company's common stock at an initial Conversion Price of$11.50 . The Conversion Price is subject to adjustments, including but not limited to, a Conversion Rate Reset 180 days afterDecember 7, 2021 should certain daily volume-weighted average price thresholds be met. The Convertible Note financing matures onDecember 7, 2026 .
The Convertible Notes require the Company to meet certain financial and other
covenants. As of
As of
D&O Financing Loan
OnDecember 8, 2021 , the Company entered into a$4,233 loan (the "D&O Financing Loan") withAFCO Credit Corporation to finance the Company's directors and officers insurance premium. The D&O Financing Loan has an interest rate of 1.50% per annum and a maturity date ofDecember 8, 2022 . 78
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Cash Flows
The table below summarizes certain information from our consolidated statements of cash flows for the following periods:
Successor Predecessor
2021 Period 2020 Period 2020 Period 2019 Period
Net cash (used in) provided by
operating activities (19,782) (7,416) 8,614 4,121
Net cash used in investing activities (863) (184,869) (121) (18)
Net cash provided by (used in)
financing activities 180,862 201,989 (9,773) (2,839)
Net increase (decrease) in cash and
cash equivalents and restricted cash 160,217 9,704 (1,280) 1,264
Cash and cash equivalents and
restricted cash at beginning of year 9,704 - 1,644 380
Cash and cash equivalents and
restricted cash at end of year $ 169,921 $ 9,704 $ 364 $ 1,644
Operating activities
For the Successor 2021 Period, net cash used in operating activities was
$19,782 . Net loss before deducting depreciation, amortization and
other non-cash items generated a cash outflow of $17,706 and was further
impacted by an unfavorable change in net working capital of $2,076 contributed
to operating cash flows during this period. The unfavorable change in net
working capital was largely driven by an increase in accrued liabilities of
$2,845 , an increase in contract liabilities of $3,666 , and an increase in
accounts payable of $2,744 . These increases were partially offset by increases
in accounts receivable of $7,179 and prepaid expenses and other assets of
$6,437 .
For the Successor 2020 Period, net cash used in operating activities was $7,416 .
Net loss before deducting depreciation, amortization and other non-cash items
generated a cash outflow of $9,387 and was further impacted by a favorable
change in net working capital of $1,971 during this period. The favorable change
in net working capital was largely driven by a decrease in contract assets of
$3,868 and an increases in accrued liabilities of $1,224 and accounts payable of
$1,111 . These increases were partially offset by an increase in accounts
receivable of $4,000 .
For the Predecessor 2020 period, net cash provided by operating activities was
$8,614 . Net income before deducting depreciation, amortization and
other non-cash items generated a cash inflow of $5,413 while favorable changes
in net working capital of $3,201 contributed to operating cash flows during this
period. The favorable change in net working capital was largely driven by an
decrease for accounts receivable of $6,818 , partially offset by an increase in
contract assets of $4,300 .
For the Predecessor 2019 Period, net cash provided by operating activities was
$4,121 . Net income before deducting depreciation, amortization and
other non-cash items generated a cash inflow of $6,398 . This cash outflow was
offset by unfavorable changes in net working capital of $2,277 during this
period. The unfavorable change in net working capital was largely driven by an
increase for accounts receivable of $2,488 .
Investing activities
For the Successor 2021 Period, net cash used in investing activities was$863 , consisting of the purchase of property and equipment of$645 and the settlement of escrow amounts related to the acquisition of businesses of$224 .
For the Successor 2020 Period, net cash used in investing activities was
For the Predecessor 2020 Period, net cash used in investing activities was
For the Predecessor 2019 Period, net cash used in investing activities was
Financing activities
For the Successor 2021 Period, net cash provided by financing activities was$180,862 , consisting primarily of the proceeds from the issuance of convertible notes of$200,000 , proceeds from the Merger of$101,958 , and net proceeds from short-term borrowings of$4,233 . These cash inflows were partially offset primarily by the repayment of the term loan of$110,000 , the 79
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payment of Merger transaction costs of
For the Successor 2020 Period, net cash provided by financing activities was$201,989 , consisting of proceeds from long term debt of$107,249 , proceeds from the issuance of promissory notes of$91,283 and cash inflows from the Parent's contribution of$95,047 . These cash inflows were partially offset primarily by repayment of the promissory notes of$91,283 . For the Predecessor 2020 Period, net cash used by financing activities was$9,773 , consisting of consisting of the proceeds from long term debt of$2,000 , offset by distributions to members of$9,773 and repayment of long-term debt of$2,000 .
For the Predecessor 2019 Period, net cash used by financing activities was
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note B of our audited consolidated financial statements for the year endedDecember 31, 2021 included in this Annual Report on Form 10-K. For the critical accounting estimates used in preparing our consolidated financial statements, we make assumptions and judgments that can have a significant impact on revenue, cost and expenses, and other expense (income), net, in our consolidated statements of operations, as well as, on the value of certain assets and liabilities on our consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe are reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. In accordance with the Company's policies, we regularly evaluate estimates, assumptions, and judgments; our estimates, assumptions, and judgments are based on historical experience and on factors we believe are reasonable under the circumstances. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If our assumptions or conditions change, the actual results the Company reports may differ from these estimates. We believe the following critical accounting policies affect the more significant estimates, assumptions, and judgments we use to prepare our consolidated financial statements.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS") Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Business Combinations,
Under the acquisition method of accounting, the Company recognizes tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at acquisition date. The accounting for business combinations requires us to make significant estimates and assumptions, especially with respect to goodwill and intangible assets.
The Company allocates the fair value of purchase consideration in a business
combination to tangible assets acquired, liabilities assumed and intangible
assets acquired based on their estimated fair values. The excess of the fair
value of purchase consideration over the fair values of these identifiable
assets and liabilities is allocated to goodwill. The allocation of the purchase
consideration requires management to make significant estimates and assumptions,
especially with respect to intangible assets. These estimates can include, but
are not limited to, future expected cash flows from acquired customers and
acquired technology from a market
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participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. We assess goodwill for impairment at least annually, as of theOctober 1 , and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. For the purposes of impairment testing, we have determined that we have two reporting units. Our test of goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. We performed a qualitative assessment at the end of 2021 and based on our qualitative assessment, a quantitative assessment was necessary. Following the quantitative assessment, it was determined that no goodwill impairment would be recognized for the year endedDecember 31, 2021 . The discounted cash flow approach requires management to make certain assumptions based upon information available at the time the valuations are performed. Actual results could differ from these assumptions. We believe the assumptions used are reflective of what a market participant would have used in calculating fair value considering current economic conditions.
Additional risks for goodwill across all reporting units include, but are not limited to:
•our failure to reach our internal forecasts could impact our ability to achieve our forecasted levels of cash flows and reduce the estimated discounted value of our reporting units;
•adverse technological events that could impact our performance;
•volatility in equity and debt markets resulting in higher discount rates; and
•significant adverse changes in the regulatory environment or markets in which we operate.
It is not possible at this time to determine if an impairment charge would result from these factors. We will continue to monitor our goodwill for potential impairment indicators in future periods.
Intangible assets
Identifiable finite-lived intangible assets, including technology and customer relationships, have been acquired through the Company's various business combinations. The fair value of the acquired technology and customer relationships has been estimated using various underlying judgments, assumptions, and estimates. Potential changes in the underlying judgments, assumptions, and estimates used in our valuations of acquired intangible assets could result in different estimates of the future fair values. A potential increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year. The approaches used for determining the fair value of finite-lived technology and customer relationships acquired depends on the circumstances; the Company has used the income approach (within the income approach, various methods are available such as multi-period excess earnings, with and without, incremental and relief from royalty methods). Within each income approach method, a tax amortization benefit is included, which represents the tax benefit resulting from the amortization of that intangible asset depending on the tax jurisdiction where the intangible asset is held. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives. Significant judgment is also required in assigning the respective useful lives of intangible assets. Our assessment of intangible assets that have a finite life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, attrition rate, operating plans, cash flows (i.e., economic life based on the discounted and undiscounted cash flows), future usage of intangible assets and the macroeconomic environment. We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the intangible assets are expected to generate. If such review indicates that the carrying amount of our intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.
Revenue Recognition
The recognition and measurement of revenue requires the use of judgments and estimates. Specifically, judgment is used in
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interpreting complex arrangements with nonstandard terms and conditions and determining when all criteria for revenue recognition have been met. The Company's revenues are derived from the sale of artificial intelligence, machine learning, and technical consulting solutions and services.
The Company engages in long-term contracts for production and service activities
and generally recognizes revenue over time (versus point in time recognition)
due to the fact that the Company's ongoing performance creates an asset with no
alternative use to the Company and the Company has an enforceable right to
payment for performance completed to date. The Company considers the nature of
these contracts and the types of solutions and services provided when
determining the proper accounting for a particular contract. The Company
performs under various types of contracts, which generally include
firm-fixed-price ("FFP") and time-and-materials ("T&M") contracts.
The Company assesses each contract at its inception to determine whether it
should be combined with other contracts. When making this determination, the
Company considers factors such as whether two or more contracts were negotiated
and executed at or near the same time or were negotiated with an overall profit
objective. If combined, the Company treats the combined contracts as one single
contract for revenue recognition purposes.
The Company evaluates the solutions or services promised in each contract at
inception to determine whether the contract should be accounted for as having
one or more performance obligations. Significant judgment is required in
determining performance obligations, and these decisions could change the amount
of revenue and profit recorded in a given period.
The Company determines the transaction price for each contract based on the
consideration the Company expects to receive for the solutions or services being
provided under the contract. For contracts where a portion of the price may
vary, the Company estimates variable consideration at the most likely amount,
which is included in the transaction price to the extent it is probable that a
significant reversal of cumulative revenue recognized will not occur. The
Company analyzes the risk of a significant revenue reversal and if necessary
constrains the amount of variable consideration recognized in order to mitigate
this risk.
At the inception of a contract, the Company estimates the transaction price
based on its current rights and does not contemplate future modifications
(including unexercised options) or follow-on contracts until they become legally
enforceable. Contracts are often subsequently modified to include changes in
specifications, requirements or price, which may create new or change existing
enforceable rights and obligations. Depending on the nature of the modification,
the Company considers whether to account for the modification as an adjustment
to the existing contract or as a separate contract. Our contracts with the U.S.
Government often contain options to renew existing contracts for an additional
period of time (generally a year at a time) under the same terms and conditions
as the original contract, and generally do not provide the customer any material
rights under the contract. Therefore, such modifications are accounted for as if
they were part of the existing contract and recognized as a cumulative
adjustment to revenue. We account for renewal options as separate contracts when
they include distinct goods or services at standalone selling prices.
For contracts with multiple performance obligations, the Company allocates the
transaction price to each performance obligation based on the estimated
standalone selling price of the solution or service underlying each performance
obligation. In circumstances where the standalone selling price is not directly
observable, we estimate the standalone selling price using the expected
cost-plus margin approach.
The Company recognizes revenue as performance obligations are satisfied and the
customer obtains control of the solutions and services. In determining when
performance obligations are satisfied, the Company considers factors such as
contract terms, payment terms and whether there is an alternative future use of
the solution or service. Substantially all of the Company's revenue is
recognized over time as the Company performs under the contract because control
of the work in process transfers continuously to the customer.
For performance obligations to deliver solutions with continuous transfer of
control to the customer, revenue is recognized based on the extent of progress
towards completion of the performance obligation, generally using
the percentage-of-completion cost-to-cost measure of progress for our contracts
because it best depicts the transfer of control to the customer as we incur
costs on our contracts. Under the percentage-of-completion cost-to-cost measure
of progress, the extent of progress towards completion is measured based on the
ratio of costs incurred to date to the total estimated costs to complete the
performance obligation(s).
Our cost estimation process is based on the professional knowledge of our
professionals and draws on their significant experience and judgment. Accounting
for long-term contracts requires significant judgment relative to estimating
total contract revenues and costs, in particular, assumptions relative to the
amount of time to complete the contract, including the assessment of the nature
and complexity of the work to be performed. The Company's estimates are based
upon the professional knowledge and experience of
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its personnel, who review each long-term contract to assess the contract's
schedule, performance, technical matters and estimated cost at completion.
Changes in estimates are applied retrospectively for contracts executed after
the date of acquisition and are applied via the Accounting Standards
Codification ("ASC") 805, Business Combinations ("ASC 805") reset method
described above for contracts existing at the date of acquisition. When
adjustments in estimated contract costs are identified, such revisions may
result in current period adjustments to earnings applicable to performance in
prior periods.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows to which the asset relates is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. No such impairment charges were recognized during the periods presented. Using a discounted cash flow method involves significant judgment and requires the Company to make significant estimates and assumptions, including long-term projections of cash flows, market conditions and appropriate discount rates. Judgments are based on historical experience, current market trends, consultations with external valuation specialists and other information. If facts and circumstances change, the use of different estimates and assumptions could result in a materially different outcome. The Company generally develops these forecasts based on recent sales data, projections based on existing backlog, acquisitions, and estimated future growth of the market in which it operates. Income Taxes Significant judgments are required in order to determine the realizability of tax assets. In assessing the need for a valuation allowance, we evaluate all significant available positive and negative evidence, including historical operating results, estimates of future sources of taxable income, carry-forward periods available, the existence of prudent and feasible tax planning strategies and other relevant factors. The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in its provision (benefit) for income taxes.
Warrants
As part of GigCapital4's Initial Public Offering, public and private warrants were issued, which were assumed byBigBear.ai upon consummation of the Merger. Warrants are accounted for in accordance with the guidance of ASC 815, Derivatives and Hedging ("ASC 815"), under which private warrants do not meet the criteria for equity treatment and are classified as liabilities measured at fair value. Public warrants meet the criteria for equity classification. The Company measured the private warrant liability at fair value at the closing of the Merger and then at each reporting period with changes in fair value recognized in the consolidated statements of operations.
Written Put Option
The Written Put Option is a liability under ASC 480, Distinguishing Liabilities from Equity, because it embodies an obligation to repurchase the Company's shares by paying cash. Furthermore, the Written Put Option meets the definition of derivative under ASC 815. Therefore, the Written Put Option is classified as a current liability and is measured at fair value on the Company's consolidated balance sheet. The unrealized gains and losses from changes in the fair value of the Written Put Option is reflected in the consolidated statements of operations.
Equity-based Compensation
Pursuant to ASC 718, Compensation - Stock Compensation, equity-based awards are
measured at fair value on the grant date. For equity classified equity-based
awards without performance conditions, the Company recognizes equity-based
compensation cost on a straight-line basis over the vesting period of the award.
For equity classified equity-based awards with performance conditions, the
Company recognizes equity-based compensation cost using the accelerated
attribution method over the requisite service period when the Company determines
it is probable that the performance condition will be satisfied. The Company
recognizes forfeitures of equity-based awards in the period they occur.
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Table of Contents Equity-Based Compensation Predecessor OnJune 11, 2019 , the Predecessor granted 100 Class B Incentive Units to a Member in consideration for the Member's services to the Predecessor, subject to terms and conditions stated in the profits interest grant agreement. The Class B Incentive Units granted upon full vesting represented 10% interest in the Predecessor. The Class B Incentive Units were non-voting profits interest which were subject to vesting and restrictions. According to the vesting schedule, 10 Units vested onJune 11, 2019 and 90 Units would vest onJanuary 1, 2024 . The Class B Incentive Units shall have the same voting rights as the Class A Members beginning onJanuary 1, 2024 . The Class B Incentive Units granted only had a service condition, and equity-based compensation for the Class B Incentive Units was recognized on a straight-line basis over the requisite service period. The fair value of the awards for which equity-based compensation cost was recognized was estimated using the Black-Scholes options pricing model, which uses assumptions such as a risk-free interest rates, discount rates and volatility rates. The historical volatility used in the determination of the fair value of the ClassB Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Predecessor.
Successor
Class A Units Granted to Board of Directors
Certain members of the board of directors of the Company have elected to receive their compensation for their services as a board member in stock, Class A Units ofBBAI Ultimate Holdings . The number of Units granted or to be granted byBBAI Ultimate Holdings are determined by dividing the compensation payable for the quarter by the fair value of the Class A units at the end of each respective quarter. The total value of the Class A units granted to such directors for the year endedDecember 31, 2021 is$86 , and is reflected in the selling, general and administrative expenses within the consolidated statements of operations.
Class B Unit Incentive Plan
InFebruary 2021 , the Company's Parent adopted a written compensatory benefit plan (the "Class B Unit Incentive Plan") to provide incentives to present and future directors, managers, officers, employees, consultants, advisors, and/or other service providers of the Company's Parent or its Subsidiaries in the form of the Parent's ClassB Units ("Incentive Units"). Incentive Units have a participation threshold of$1.00 and are divided into three tranches ("Tranche I," "Tranche II," and "Tranche III"). Tranche I Incentive Units are subject to performance-based, service-based, and market-based conditions. The grant date fair value for the Incentive Units was$5.19 . OnJuly 29, 2021 , the Company's Parent amended the Class B Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Merger Agreement. The Company's Parent also amended the Class B Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class B Unit Incentive Plan, rather than only upon the occurrence of an Exit Sale, subject to the market-based condition stipulated in the ClassB Unit Incentive Plan prior to its amendment. Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The performance conditions required to vest per the amended Incentive Plan remain improbable until they occur due to the unpredictability of the events required to meet the vesting conditions. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the vesting conditions are met. Once the event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their modification date fair value) will be recognized based on the portion of the requisite service period that has been rendered. OnDecember 7, 2021 , the previously announced merger was consummated. As a result, the Tranche I and Tranche III Incentive Units immediately became fully vested and the performance condition for the Tranche II Incentive Units was met. The fair value determined at the date of the amendment of the ClassB Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units is recognized over the derived service period of thirty months from the modification date, which resulted in approximately 17% of the compensation expense for Tranche II being recognized during the year endedDecember 31, 2021 . The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of approximately 25 months. Additionally, the 84
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Company's Parent modified the vesting conditions for three former employees. Under the original terms of the grant agreements, Incentive Units are forfeited upon separation. Due to the amended agreement, the Incentive Units held by the three former employees will continue to vest through the vesting date. The result of the amended agreement is an accounting modification that resulted in 100% of the compensation expense being recognized for the three former employees based on the modification date fair value. The incremental compensation cost recognized as a result of the modification was$4,572 during the year endedDecember 31, 2021 . The total compensation expense recognized by the Company for Tranches I, II, and III Incentive Units, including the effects of the modification, was$60,349 during the year endedDecember 31, 2021 , of which$53,463 was recognized in selling, general and administrative expense and$6,886 in cost of sales.
As of
Stock Options
OnDecember 7, 2021 , the Company adopted theBigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the "Plan"). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by providing eligible employees, prospective employees, consultants, and non-employee directors of the Company the opportunity to receive stock- and cash-based incentive awards. Pursuant to the Plan, the Company's Board of Directors granted certain grantees Options to purchase shares of the Company's common stock at an exercise price of$9.99 . The Options vest 25% on each anniversary of the grant date. Vesting is contingent upon continued employment or service to the Company; both the vested and unvested portion of a Grantee's Option will be immediately forfeited and cancelled if the Grantee ceases employment or service to the Company. The Options expire on the 10th anniversary of the grant date. The Company recognizes equity-based compensation expense for the Options equal to the fair value of the awards on a straight-line basis over the service based vesting period. The Company recognized$42 and$1 in stock compensation expense in selling, general and administrative expense and cost of revenues, respectively, during the year endedDecember 31, 2021 . As ofDecember 31, 2021 , there was approximately$2,471 of unrecognized compensation costs related to the Options.
Restricted Stock Units
OnDecember 7, 2021 , pursuant to the Plan, the Company's Board of Directors communicated the key terms and committed to grant Restricted Stock Units ("RSUs") to certain employees and nonemployee directors. The grant date of this award isDecember 7, 2021 . The Company granted 273,300 RSUs to employees, 25% of which will vest on the first anniversary of the grant date, 25% on the second anniversary of the grant date, 25% on the third anniversary of the grant date, and 25% on the fourth anniversary of the grand date. The Company granted 130,000 RSUs to nonemployee directors, 100% of which will vest on the first anniversary of the grant date. Vesting of the RSUs is subject to the grantee's continued service through the vesting date. The grant-date fair value of the RSUs was$10.03 . The Company recognizes equity-based compensation expense for RSUs on a straight-line over the requisite service period. During the year endedDecember 31, 2021 , the Company recognized$134 and$3 of equity-based compensation expense in selling, general and administrative expense and cost of revenues, respectively. As ofDecember 31, 2021 , there was approximately$3,908 of unrecognized compensation costs related to the RSUs.
Performance Stock Units
OnDecember 7, 2021 , pursuant to the Plan, the Company's Board of Directors communicated the key terms and committed to grant Performance Stock Units ("PSUs") to an employee. The grant date of this award isDecember 7, 2021 . The percentage of vesting is based on achieving certain performance criteria during each of the four fiscal years endedDecember 31, 2022 throughDecember 31, 2025 , provided that the employee remains in continuous service on each vesting date. Vesting will not occur unless a minimum performance criteria threshold is achieved. There is a maximum of 37,500 PSUs available to vest during each of the four performance periods. The Company recognized no equity-based compensation expense for the PSUs during the year endedDecember 31, 2021 as it was not considered probable that the performance conditions would be achieved.
Recent Accounting Pronouncements
See Note B-Summary of Significant Accounting Policies of the audited consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.
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