BigBear.ai Holdings, Inc. - Quarter Report: 2023 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2023
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from ______ to ______
Commission file number 001-40031
BigBear.ai Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 85-4164597 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
6811 Benjamin Franklin Drive, Suite 200, Columbia, MD | 21046 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(410) 312-0885 | ||||||||
| Registrant's telephone number, including area code | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common stock, $0.0001 par value | BBAI | New York Stock Exchange | ||||||||||||
| Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share | BBAI.WS | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| Non-accelerated filer | x | Smaller reporting company | o | ||||||||
| Emerging growth company | x | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
There were 156,815,819 shares of our common stock, $0.0001 par value per share, outstanding as of November 3, 2023.
BIGBEAR.AI HOLDINGS, INC.
Quarterly Report on Form 10-Q
September 30, 2023
TABLE OF CONTENTS
| Item | Page | |||||||
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
BIGBEAR.AI HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share and per share data)
| September 30, 2023 | December 31, 2022 | ||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 32,184 | $ | 12,632 | |||||||
Accounts receivable, less allowance for doubtful accounts of $1,705 as of September 30, 2023 and $98 as of December 31, 2022 | 29,030 | 30,091 | |||||||||
Contract assets | 452 | 1,312 | |||||||||
Prepaid expenses and other current assets | 4,104 | 10,300 | |||||||||
Total current assets | 65,770 | 54,335 | |||||||||
Non-current assets: | |||||||||||
Property and equipment, net | 1,095 | 1,433 | |||||||||
Goodwill | 48,683 | 48,683 | |||||||||
Intangible assets, net | 82,823 | 85,685 | |||||||||
| Right-of-use assets | 4,188 | 4,638 | |||||||||
Deferred tax assets | — | 51 | |||||||||
Other non-current assets | 452 | 483 | |||||||||
Total assets | $ | 203,011 | $ | 195,308 | |||||||
Liabilities and stockholders’ deficit | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 9,076 | $ | 15,422 | |||||||
Short-term debt, including current portion of long-term debt | — | 2,059 | |||||||||
Accrued liabilities | 15,460 | 13,366 | |||||||||
Contract liabilities | 2,320 | 2,022 | |||||||||
| Current portion of long-term lease liability | 803 | 806 | |||||||||
| Derivative liabilities | 28,467 | — | |||||||||
Other current liabilities | 871 | 2,085 | |||||||||
Total current liabilities | 56,997 | 35,760 | |||||||||
Non-current liabilities: | |||||||||||
Long-term debt, net | 193,784 | 192,318 | |||||||||
| Long-term lease liability | 4,517 | 5,092 | |||||||||
Deferred tax liabilities | 2 | — | |||||||||
Other non-current liabilities | — | 10 | |||||||||
Total liabilities | 255,300 | 233,180 | |||||||||
Commitments and contingencies (Note L) | |||||||||||
Stockholders’ deficit: | |||||||||||
Common stock, par value $0.0001; 500,000,000 shares authorized and 156,053,939 shares issued and outstanding at September 30, 2023 and 127,022,363 at December 31, 2022 | 17 | 14 | |||||||||
| Additional paid-in capital | 297,218 | 272,528 | |||||||||
Treasury stock, at cost 9,952,803 shares at September 30, 2023 and December 31, 2022 | (57,350) | (57,350) | |||||||||
Accumulated deficit | (292,174) | (253,064) | |||||||||
Total stockholders’ deficit | (52,289) | (37,872) | |||||||||
Total liabilities and stockholders’ deficit | $ | 203,011 | $ | 195,308 | |||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
1
BIGBEAR.AI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Revenues | $ | 33,988 | $ | 40,651 | $ | 114,601 | $ | 114,654 | |||||||||||||||
Cost of revenues | 25,579 | 28,900 | 87,016 | 83,446 | |||||||||||||||||||
Gross margin | 8,409 | 11,751 | 27,585 | 31,208 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Selling, general and administrative | 15,533 | 20,233 | 52,825 | 69,205 | |||||||||||||||||||
Research and development | (349) | 1,785 | 3,004 | 7,194 | |||||||||||||||||||
| Restructuring charges | — | 1,562 | 780 | 1,562 | |||||||||||||||||||
Transaction expenses | 1,437 | 566 | 1,437 | 2,151 | |||||||||||||||||||
| Goodwill impairment | — | — | — | 35,252 | |||||||||||||||||||
| Operating loss | (8,212) | (12,395) | (30,461) | (84,156) | |||||||||||||||||||
Interest expense | 3,540 | 3,557 | 10,656 | 10,666 | |||||||||||||||||||
Net decrease in fair value of derivatives | (15,659) | (102) | (1,971) | (1,564) | |||||||||||||||||||
| Other (income) expense | (87) | 8 | (87) | 12 | |||||||||||||||||||
Income (loss) before taxes | 3,994 | (15,858) | (39,059) | (93,270) | |||||||||||||||||||
| Income tax (benefit) expense | (5) | 252 | 51 | (1,491) | |||||||||||||||||||
Net income (loss) | $ | 3,999 | $ | (16,110) | $ | (39,110) | $ | (91,779) | |||||||||||||||
Basic net income (loss) per share | $ | 0.03 | $ | (0.13) | $ | (0.27) | $ | (0.72) | |||||||||||||||
Diluted net income (loss) per share | $ | 0.03 | $ | (0.13) | $ | (0.27) | $ | (0.72) | |||||||||||||||
Weighted-average shares outstanding: | |||||||||||||||||||||||
Basic | 155,830,775 | 126,270,282 | 146,679,444 | 128,103,625 | |||||||||||||||||||
Diluted | 157,894,001 | 126,270,282 | 146,679,444 | 128,103,625 | |||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
2
BIGBEAR.AI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
(unaudited; in thousands, except share data)
| Three Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional | Treasury | Accumulated | Total stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | paid in capital | stock | deficit | deficit | ||||||||||||||||||||||||||||||
| As of June 30, 2023 | 155,452,774 | $ | 17 | $ | 291,933 | $ | (57,350) | $ | (296,173) | $ | (61,573) | ||||||||||||||||||||||||
| Net income | — | — | — | — | 3,999 | 3,999 | |||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 4,793 | — | — | 4,793 | |||||||||||||||||||||||||||||
| Issuance of shares for equity-based compensation awards, net | 601,165 | — | (39) | — | — | (39) | |||||||||||||||||||||||||||||
| Issuance of shares purchased under ESPP | — | — | 531 | — | — | 531 | |||||||||||||||||||||||||||||
| As of September 30, 2023 | 156,053,939 | $ | 17 | $ | 297,218 | $ | (57,350) | $ | (292,174) | $ | (52,289) | ||||||||||||||||||||||||
| Three Months Ended September 30, 2022 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional | Treasury | Accumulated | Total stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | paid in capital | stock | deficit | equity (deficit) | ||||||||||||||||||||||||||||||
| As of June 30, 2022 | 126,263,451 | $ | 14 | $ | 270,184 | $ | (57,350) | $ | (207,059) | $ | 5,789 | ||||||||||||||||||||||||
| Net loss | — | — | — | — | (16,110) | (16,110) | |||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 2,222 | — | — | 2,222 | |||||||||||||||||||||||||||||
| Issuance of shares vested for RSUs | 9,764 | — | — | — | — | — | |||||||||||||||||||||||||||||
| As of September 30, 2022 | 126,273,215 | $ | 14 | $ | 272,406 | $ | (57,350) | $ | (223,169) | $ | (8,099) | ||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
3
BIGBEAR.AI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
(unaudited; in thousands, except share data)
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional | Treasury | Accumulated | Total stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | paid in capital | stock | deficit | deficit | ||||||||||||||||||||||||||||||
| As of December 31, 2022 | 127,022,363 | $ | 14 | $ | 272,528 | $ | (57,350) | $ | (253,064) | $ | (37,872) | ||||||||||||||||||||||||
| Net loss | — | — | — | — | (39,110) | (39,110) | |||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 12,592 | — | — | 12,592 | |||||||||||||||||||||||||||||
| Issuance of Private Placement shares | 13,888,889 | 2 | 7,079 | — | — | 7,081 | |||||||||||||||||||||||||||||
| Issuance of Registered Direct Offering shares | 11,848,341 | 1 | 6,764 | — | — | 6,765 | |||||||||||||||||||||||||||||
| Issuance of shares for equity-based compensation awards, net | 2,585,688 | — | (2,276) | — | — | (2,276) | |||||||||||||||||||||||||||||
| Issuance of shares for exercised convertible notes | 188 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Issuance of shares purchased under ESPP | 708,470 | — | 531 | — | — | 531 | |||||||||||||||||||||||||||||
| As of September 30, 2023 | 156,053,939 | $ | 17 | $ | 297,218 | $ | (57,350) | $ | (292,174) | $ | (52,289) | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2022 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional | Treasury | Accumulated | Total stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | paid in capital | stock | deficit | equity (deficit) | ||||||||||||||||||||||||||||||
| As of December 31, 2021 | 135,566,227 | $ | 14 | $ | 253,744 | $ | — | $ | (131,390) | $ | 122,368 | ||||||||||||||||||||||||
| Net loss | — | — | — | — | (91,779) | (91,779) | |||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 11,160 | — | — | 11,160 | |||||||||||||||||||||||||||||
| Repurchase of shares as a result of Forward Share Purchase Agreements | (9,952,803) | — | — | (57,350) | — | (57,350) | |||||||||||||||||||||||||||||
| Issuance of common stock as consideration for the acquisition of ProModel Corporation | 649,976 | — | 7,501 | — | — | 7,501 | |||||||||||||||||||||||||||||
| Exercise of warrants | 51 | — | 1 | — | — | 1 | |||||||||||||||||||||||||||||
| Issuance of shares vested for RSUs | 9,764 | — | — | — | — | — | |||||||||||||||||||||||||||||
| As of September 30, 2022 | 126,273,215 | $ | 14 | $ | 272,406 | $ | (57,350) | $ | (223,169) | $ | (8,099) | ||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
4
BIGBEAR.AI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
Cash flows from operating activities: | |||||||||||
| Net loss | $ | (39,110) | $ | (91,779) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization expense | 5,936 | 5,764 | |||||||||
| Amortization of debt issuance costs | 1,512 | 1,570 | |||||||||
| Equity-based compensation expense | 12,592 | 11,160 | |||||||||
| Goodwill impairment | — | 35,252 | |||||||||
| Non-cash lease expense | 450 | — | |||||||||
| Provision for doubtful accounts | 1,607 | 55 | |||||||||
| Deferred income tax expense (benefit) | 53 | (1,450) | |||||||||
| Net decrease in fair value of derivatives | (1,971) | (1,564) | |||||||||
| Loss on sale of property and equipment | 10 | — | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Increase in accounts receivable | (546) | (2,359) | |||||||||
| Decrease (increase) in contract assets | 860 | (297) | |||||||||
| Decrease in prepaid expenses and other assets | 6,181 | 3,549 | |||||||||
| (Decrease) increase in accounts payable | (6,346) | 1,946 | |||||||||
| Increase (decrease) in accrued liabilities | 2,035 | (993) | |||||||||
| Increase (decrease) in contract liabilities | 298 | (1,004) | |||||||||
| (Decrease) increase in other liabilities | (1,794) | 1,760 | |||||||||
Net cash used in operating activities | (18,233) | (38,390) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of businesses, net of cash acquired | — | (4,465) | |||||||||
| Purchases of property and equipment | (2) | (736) | |||||||||
| Capitalized software development costs | (2,744) | — | |||||||||
Net cash used in investing activities | (2,746) | (5,201) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of Private Placement shares and Registered Direct Offering shares | 50,000 | — | |||||||||
| Payment of Private Placement and Registered Direct Offering transaction costs | (5,724) | — | |||||||||
| Repurchase of shares as a result of forward purchase agreements | — | (100,896) | |||||||||
| Repayment of short-term borrowings | (2,059) | (3,464) | |||||||||
| Issuance of common stock upon ESPP purchase | 531 | — | |||||||||
| Payments for taxes related to net share settlement of equity awards | (2,217) | (15) | |||||||||
Net cash provided by (used in) financing activities | 40,531 | (104,375) | |||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash | 19,552 | (147,966) | |||||||||
Cash and cash equivalents and restricted cash at the beginning of period | 12,632 | 169,921 | |||||||||
Cash and cash equivalents and restricted cash at the end of the period | $ | 32,184 | $ | 21,955 | |||||||
| Supplemental schedule of non-cash investing and financing activities: | |||||||||||
| Issuance of common stock as consideration for the acquisition of ProModel Corporation | $ | — | $ | 7,501 | |||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
5
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Note A—Description of the Business
BigBear.ai Holdings, Inc.’s (“BigBear.ai”, “BigBear.ai Holdings”, or the “Company”) mission is to help deliver clarity for clients as they face their most complex decisions. BigBear.ai’s artificial intelligence (“AI”)-powered decision intelligence solutions are leveraged in three primary markets—global supply chains & logistics, autonomous systems, and cybersecurity. The Company’s customers, including federal defense and intelligence agencies, manufacturers, third party logistics providers, retailers, healthcare, and life sciences organizations, rely on BigBear.ai’s solutions to empower leaders to decide on the best possible course of action by creating order from complex data, identifying blind spots, and building predictive outcomes. Unless otherwise indicated, references to “we”, “us” and “our” refer collectively to BigBear.ai Holdings, Inc. and its consolidated subsidiaries.
Note B—Summary of Significant Accounting Policies
Basis of Presentation
We prepared these accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts.
In the opinion of management, these consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations, financial condition, and cash flows for the interim periods presented. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated financial statements include, but are not limited to, accounting for revenue and cost recognition; evaluation of goodwill; intangible assets; and other assets for impairment; income taxes; equity-based compensation; fair value measurements; and contingencies. We eliminate intercompany balances and transactions in consolidation.
The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Segment Information
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.
As of December 31, 2022, the Company had two operating and reportable segments that were organized by sector: Cyber & Engineering and Analytics. During the first quarter of 2023, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280 - Segment Reporting, following an organizational and legal entity restructuring, which allowed the Company to align its operations with how the business will be managed. As a result of such changes, the performance of the Company’s operations are evaluated by the CODM using the consolidated financial results of the Company. As a result of this reevaluation, effective for the first quarter of fiscal year 2023, the Company determined it that it manages its operations as a single operating and reportable segment.
The single reportable segment is consistent with information used by the CODM to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports.
6
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Accounts Receivable
The Company generally records a receivable when revenue is recognized as the timing of revenue recognition may differ from the timing of payment from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days. The Company's accounts receivables do not bear interest, and they are recorded at the invoiced amount less an estimated allowance for expected credit losses. In addition to estimating an allowance based on specific identification of certain receivables that have a higher probability of not being paid, the Company also records an estimate for expected credit losses for the remaining receivables in the aggregate using a loss-rate method that considers historical bad debts, age of customer receivable balances, and current customer receivable balances. Additionally, the Company considers future reasonable and supportable forecasts of economic conditions to adjust historical loss rate percentages as necessary. Balances are written-off when determined to be uncollectible. The provision for expected credit losses is recorded in selling, general, and administrative expenses in the consolidated statements of operations.
Capitalization of Software Costs
Software development costs incurred in the development of software to be sold, leased, or otherwise marketed, incurred subsequent to the establishment of technological feasibility and prior to the general availability of the software, are capitalized when they are expected to become significant. Such costs are amortized over the estimated useful life of the applicable software once it is made generally available to our customers.
We evaluate the useful lives of these assets on an annual basis, and we test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. For the three and nine months ended September 30, 2023 and 2022, we have recognized no impairments of capitalized software costs.
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.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The amendments in ASU 2016-13 require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including accounts receivable, based on expected losses rather than incurred losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The new guidance is effective for the years beginning after December 15, 2022, including interim periods. The Company prospectively adopted ASU 2016-13 as of January 1, 2023. The adoption of ASU 2016-13 did not have a material impact to the Company’s consolidated financial statements or related disclosures.
7
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Note C—Restructuring Charges
Upon performing a strategic review of the Company’s capacity and future projections, the Company initiated restructuring actions in the third and fourth quarters of 2022, both of which were completed as of December 31, 2022. The purpose of the restructuring was to better align the organization and cost structure and improve the affordability of products and services. A liability reflecting unpaid employee separation costs of $1,535 is presented on the consolidated balance sheets within other current liabilities as of December 31, 2022.
During the first quarter of 2023, the Company further refined its organizational structure to align with the change in its reportable and operating segments, resulting in additional employee separation costs of $780, net of tax benefits. The Company had completed this restructuring action as of March 31, 2023. A liability reflecting unpaid employee separation costs of $48 is presented on the consolidated balance sheets within other current liabilities as of September 30, 2023.
The table below presents the activity in restructuring charges for the nine months ended September 30, 2023:
| As of December 31, 2022 | $ | 1,535 | |||
| Additions | 780 | ||||
| Settlements | (2,267) | ||||
As of September 30, 2023 | $ | 48 | |||
Note D—Business Combinations
ProModel Acquisition
On April 7, 2022, the Company’s subsidiary BigBear.ai, LLC acquired 100% of the equity interest in ProModel Corporation (“ProModel Corporation”), a leader in simulation-based predictive and prescriptive analytic software for process improvement enabling organizations to make better decisions, for approximately $16.1 million, subject to certain adjustments. This acquisition complements the Company’s previous acquisition of ProModel’s Government Services business, ProModel Government Solutions Inc. (“ProModel Government Solutions”), which closed on December 21, 2020. The acquisition was funded through a combination of cash on hand and the issuance of 649,976 shares of the Company’s common stock. ProModel Corporation was aligned under the Analytics reportable operating segment prior to the Company’s reevaluation of its operating and reportable segments, effective for the first quarter of fiscal year 2023.
The purchase agreement with the sellers of ProModel Corporation also stipulates that certain funds would be held in escrow (such funds, the “Indemnity Escrow Deposit”, the “Distribution Withholding Deposit”, and the “Adjustment Escrow Deposit”), for the benefit of the seller. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Adjustment Escrow Amount of $200, the Distribution Withholding Escrow Amount of $100, and the Indemnity Escrow Amount of $100 shall be held in escrow until released in accordance with the purchase agreement and the Escrow Agreement.
8
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
| April 7, 2022 | |||||
| Cash paid | $ | 8,559 | |||
| Equity issued | 7,501 | ||||
| Purchase consideration | $ | 16,060 | |||
| Assets: | |||||
| Cash | $ | 4,094 | |||
| Accounts receivable | 743 | ||||
| Prepaid expenses and other current assets | 1,600 | ||||
| Contract assets | 398 | ||||
| Property and equipment | 83 | ||||
| Other non-current assets | 21 | ||||
| Intangible assets | 9,300 | ||||
| Total assets acquired | $ | 16,239 | |||
| Liabilities: | |||||
| Accounts payable | 5 | ||||
| Accrued liabilities | 7,752 | ||||
| Contract liabilities | 1,555 | ||||
| Deferred tax liabilities | 1,458 | ||||
| Total liabilities acquired | $ | 10,770 | |||
| Fair value of net identifiable assets acquired | 5,469 | ||||
| Goodwill | $ | 10,591 | |||
The following table summarizes the intangible assets acquired by class:
| April 7, 2022 | |||||
| Technology | $ | 3,500 | |||
| Customer relationships | 5,800 | ||||
| Total intangible assets | $ | 9,300 | |||
The acquired technology and customer relationship intangible assets have a weighted-average estimated useful lives of 7 years and 20 years, respectively.
The fair value of the acquired technology was determined using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was determined using the excess earnings method.
The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the acquisition is deductible.
Pro Forma Financial Data (Unaudited)
The following table presents the pro forma consolidated results of operations of BigBear.ai for the nine-month period ended September 30, 2022 as though the acquisition of ProModel Corporation had been completed as of January 1, 2021.
| Nine Months Ended September 30, 2022 | |||||
Net revenue | $ | 115,899 | |||
| Net loss | (92,856) | ||||
9
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if the business combination had taken place as of January 1, 2021, nor do they represent the results that may occur in the future. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future.
Note E—Fair Value of Financial Instruments
Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, short-term debt, including the current portion of long-term debt, accrued liabilities, and other current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities.
Private warrants, Private Placement (“PIPE”) warrants, and warrants issued under the registered direct offering (“RDO warrants”) are valued using a modified Black-Scholes option pricing model (“OPM”), which is considered to be a Level 3 fair value measurement. See Note O—Warrants for information on the Level 3 inputs used to value the private warrants and PIPE warrants.
The table below presents the financial liabilities measured at fair value on a recurring basis:
| September 30, 2023 | |||||||||||||||||||||||||||||
| Balance Sheet Caption | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| PIPE warrants | Derivative liabilities | $ | — | $ | — | $ | 17,083 | $ | 17,083 | ||||||||||||||||||||
| RDO warrants | Derivative liabilities | — | — | 11,286 | 11,286 | ||||||||||||||||||||||||
| Private warrants | Derivative liabilities | — | — | 98 | 98 | ||||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||||
| Balance Sheet Caption | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Private warrants | Other non-current liabilities | $ | — | $ | — | $ | 9 | $ | 9 | ||||||||||||||||||||
The changes in the fair value of the Level 3 liabilities are as follows:
| PIPE warrants | RDO warrants | Private warrants | |||||||||||||||
| December 31, 2022 | $ | — | $ | — | $ | 9 | |||||||||||
| Additions | 14,893 | 15,536 | — | ||||||||||||||
| Changes in fair value | 2,190 | (4,250) | 89 | ||||||||||||||
| Settlements | — | — | — | ||||||||||||||
| September 30, 2023 | $ | 17,083 | $ | 11,286 | $ | 98 | |||||||||||
10
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Note F—Intangible Assets, net
The intangible asset balances and accumulated amortization are as follows:
| September 30, 2023 | |||||||||||||||||||||||
Gross carrying amount | Accumulated amortization | Net carrying amount | Weighted average useful life in years | ||||||||||||||||||||
| Customer relationships | $ | 74,600 | $ | (10,501) | $ | 64,099 | 20 | ||||||||||||||||
| Technology | 26,200 | (10,220) | 15,980 | 7 | |||||||||||||||||||
| Software for Sale | 2,744 | — | 2,744 | 3 | |||||||||||||||||||
| Total | $ | 103,544 | $ | (20,721) | $ | 82,823 | |||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Weighted average useful life in years | ||||||||||||||||||||
| Customer relationships | $ | 74,600 | $ | (7,702) | $ | 66,898 | 20 | ||||||||||||||||
| Technology | 26,200 | (7,413) | 18,787 | 7 | |||||||||||||||||||
| Total | $ | 100,800 | $ | (15,115) | $ | 85,685 | |||||||||||||||||
The table below presents the amortization expense related to intangible assets for the following periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Amortization expense related to intangible assets | $ | 1,869 | $ | 1,904 | $ | 5,606 | $ | 5,394 | |||||||||||||||
The table below presents the estimated amortization expense on intangible assets for the next five years and thereafter as of September 30, 2023:
Remainder of 2023 | $ | 1,868 | |||
| 2024 | 8,320 | ||||
| 2025 | 8,388 | ||||
| 2026 | 8,388 | ||||
| 2027 | 6,979 | ||||
| Thereafter | 48,880 | ||||
| Total estimated amortization expense | $ | 82,823 | |||
Note G—Prepaid expenses and other current assets
The table below presents details on prepaid expenses and other current assets:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Prepaid insurance | $ | 639 | $ | 3,205 | |||||||
| Prepaid expenses | 1,570 | 1,663 | |||||||||
| Prepaid taxes | 1,816 | 1,827 | |||||||||
Pre-contract costs(1) | 79 | 3,605 | |||||||||
| Total prepaid expenses and other current assets | $ | 4,104 | $ | 10,300 | |||||||
(1) Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs).
11
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Pre-contract costs that are initially capitalized in prepaid assets and other current assets are generally recognized as cost of revenues consistent with the transfer of products or services to the customer upon the receipt of the anticipated contract. All other pre-contract costs, including start-up costs, are expensed as incurred.
Note H—Accrued Liabilities
The table below presents details on accrued liabilities:
| September 30, 2023 | December 31, 2022 | ||||||||||
Payroll accruals | $ | 9,567 | $ | 11,319 | |||||||
Accrued interest | 3,562 | 567 | |||||||||
| Other accrued expenses | 2,331 | 1,480 | |||||||||
Total accrued liabilities | $ | 15,460 | $ | 13,366 | |||||||
Note I—Debt
The table below presents the Company’s debt balances:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Convertible Notes | $ | 200,000 | $ | 200,000 | |||||||
| Bank of America Senior Revolver | — | — | |||||||||
| D&O Financing Loan | — | 2,059 | |||||||||
| Total debt | 200,000 | 202,059 | |||||||||
| Less: unamortized issuance costs | 6,216 | 7,682 | |||||||||
| Total debt, net | 193,784 | 194,377 | |||||||||
| Less: current portion | — | 2,059 | |||||||||
| Long-term debt, net | $ | 193,784 | $ | 192,318 | |||||||
Convertible Notes
On December 7, 2021, the previously announced merger (“Merger”) with GigCapital4, Inc. (“GigCapital4”) was consummated and 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, were initially 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. On May 29, 2022, pursuant to the Convertible Note indenture, the conversion rate applicable to the Convertible Notes was adjusted to 94.2230 (previously 86.9565) shares of common stock per $1,000 principal amount of Convertible Notes because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the “Conversion Rate Reset”). After giving effect to the Conversion Rate Reset, the Conversion Price is $10.61 and the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. The Convertible Note financing matures on December 15, 2026.
The Company may, at its election, force conversion of the Convertible Notes after December 15, 2022 and prior to October 7, 2026 if the trading price of the Company’s common stock exceeds 130% of the conversion price for 20 out of the preceding 30 trading days and the 30-day average daily trading volume ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $3.0 million for the first two years after the initial issuance of the Convertible Notes and $2.0 million thereafter. Upon such conversion, the Company will be obligated to pay all regularly scheduled interest payments, if any, due on the converted Convertible Notes on each interest payment date occurring after the conversion date for such conversion to, but excluding, the maturity date (such interest payments, an “Interest Make-Whole Payments”). In the event that a holder of the Convertible Notes elects to convert the Convertible Notes (a) prior to December 15, 2024, the Company will be obligated to pay an amount equal to twelve months of interest or (b) on or after December 15, 2024 but prior to December 15, 2025, any accrued and unpaid interest plus any remaining amounts that would be owed up to, but
12
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
excluding, December 15, 2025. The Interest Make-Whole Payments will be payable in cash or shares of the common stock at the Company’s election, as set forth in the Indenture.
Following certain corporate events that occur prior to the maturity date or if the Company exercises its mandatory conversion right in connection with such corporate events, the conversion rate will be increased in certain circumstances for a holder who elects, or has been forced, to convert its Convertible Notes in connection with such corporate events.
If a Fundamental Change (as defined in the Convertible Note indenture) occurs prior to the maturity date, holders of the Convertible Notes will have the right to require the Company to repurchase all or any portion of their Convertible Notes in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Convertible Notes require the Company to meet certain financial and other covenants. As of September 30, 2023, the Company was in compliance with all covenants.
On May 29, 2022, pursuant to the conversion rate adjustment provisions in the Convertible Note indenture, the Conversion Price was adjusted to $10.61 (or 94.2230 shares of common stock per one thousand dollars of principal amount of Convertible Notes). Subsequent to the adjustment, the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares.
During the three and nine months ended September 30, 2023, Convertible Notes with a principal of $0 and $2,000 were exercised for 0 and 188 shares of the Company’s common stock, respectively. As of September 30, 2023, the Company has an outstanding balance of $200.0 million related to the Convertible Notes, which is recorded on the balance sheet net of approximately $6.2 million of unamortized debt issuance costs.
Bank of America Senior Revolver
The Company is party to a senior credit agreement with Bank of America, N.A. (the “Bank of America Credit Agreement”), entered into on December 7, 2021 (the “Closing Date”), subsequently amended on November 8, 2022, providing the Company with a $25.0 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 on December 7, 2025 (the “Maturity Date”).
The Senior Revolver is secured by a pledge of 100% of the equity of certain of the Company’s wholly owned subsidiaries and a security interest in substantially all of the Company’s tangible and intangible assets. 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. The Company may increase the commitments under the Senior Revolver in an aggregate amount of up to the greater of $25.0 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 the Closing Date, borrowings under the Senior Revolver bear interest, at the Company’s option, at:
(i)A Base Rate plus a Base Rate Margin of 2.00%. Base Rate is a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) Bloomberg Short-Term Yield Index (“BSBY”) Rate plus 1.00%; or
(ii)The BSBY Rate plus a BSBY Margin of 1.00%.
The Base Rate Margin and BSBY Margin became subject to adjustment based on the Company’s Secured Net Leverage Ratio after March 31, 2022. The Company is also required to pay unused commitment fees and letter of credit fees under the Bank of America Credit Agreement. The Second Amendment (defined below) increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%.
The Bank of America Credit Agreement requires the Company to meet certain financial and other covenants. The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of June 30, 2022, and as a result was unable to draw on the facility. The Company notified Bank of America N.A. of the covenant violation, and on August 9, 2022, entered into the First
13
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Amendment (the “First Amendment”) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio provided for in the Credit Agreement for the quarter ended June 30, 2022.
The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of September 30, 2022, and as a result was unable to draw on the facility. On November 8, 2022, the Company entered into a Second Amendment to the Bank of America Credit Agreement (the “Second Amendment”), which modifies key terms of the Senior Revolver. As a result of the Second Amendment, funds available under the Senior Revolver are reduced to $25.0 million from $50.0 million, limited to a borrowing base of 90% of Eligible Prime Government Receivables and Eligible Subcontractor Government Receivables, plus 85% of Eligible Commercial Receivables. Additionally, the Second Amendment increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%. Following entry into the Second Amendment, the Senior Revolver no longer is subject to a minimum Fixed Charge Coverage ratio covenant. In order for the facility to become available for borrowings (the “initial availability quarter”), the Company must report Adjusted EBITDA of at least one dollar. Commencing on the first fiscal quarter after the initial availability quarter, the Company is required to have aggregated reported Adjusted EBITDA of at least $1 over the two preceding quarters to maintain its ability to borrow under the Senior Revolver (though the inability to satisfy such condition does not result in a default under the Senior Revolver).
Failure to meet these Adjusted EBITDA requirements is not deemed to be a default but will limit the Company’s ability to make borrowings under the Senior Revolver until such time that the Company is able meet the Adjusted EBITDA thresholds as defined in the Second Amendment. The Company did not meet the Adjusted EBITDA requirement during the nine months ended September 30, 2023, and is unable to draw on the Senior Revolver as of September 30, 2023.
The Second Amendment removes the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio.
Based on current forecasts, management believes that it is reasonably likely that the Company may fail to meet the minimum Adjusted EBITDA requirements of the Bank of America Credit Agreement in future periods and therefore, may be unable to draw on the facility. Management performed a cash flow analysis to identify the Company’s projected approximate cash flow and liquidity needs for the next 12 months. Based on the Company’s projected cash flow and liquidity needs, we believe that our cash from operating activities generated from continuing operations during the year will be adequate for the next 12 months to meet our anticipated uses of cash flow, including payroll obligations, working capital, operating lease obligations, capital expenditures and debt service costs, and it is considered unlikely that the Company would require access to draw funds on the Senior Revolver in the foreseeable future.
As of September 30, 2023, the Company had not drawn on the Senior Revolver. Unamortized debt issuance costs of $151 as of September 30, 2023, are recorded on the consolidated balance sheets and are presented in other non-current assets. The Bank of America Credit Agreement requires the Company to deliver monthly borrowing base certificates. The Company did not deliver such monthly borrowing base certificates for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023. Bank of America N.A. notified the Company of the reporting violation, and on April 21, 2023, Bank of America N.A. and the Company entered into the Third Amendment (the “Third Amendment”) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company deliver the monthly borrowing base certificate for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023, and removed the reporting requirement to deliver a monthly borrowing base certificate going forward until the Company meets the Adjusted EBITDA requirements set forth above and is permitted to draw on the Senior Revolver.
D&O Financing Loan
On December 8, 2021, the Company entered into a $4,233 loan (the “D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2022. The D&O Financing Loan had an interest rate of 1.50% per annum and a maturity date of December 8, 2022.
On December 8, 2022, the Company entered into a $2,059 loan (the “2023 D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2023. The 2023 D&O Financing Loan required an upfront payment of $1,109 and has an interest rate of 5.75% per annum and a maturity date of December 8, 2023.
14
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Note J—Leases
The Company is obligated under operating leases for certain real estate and office equipment assets. The Company’s finance leases are not material. Certain leases contained predetermined fixed escalation of minimum rents at rates ranging from 2.5% to 5.4% per annum and remaining lease terms of up to eight years, some of which include renewal options that could extend certain leases to up to an additional five years.
The following table presents supplemental information related to leases at September 30, 2023:
| Weighted average remaining lease term | 4.93 | ||||
| Weighted average discount rate | 10.61 | % | |||
The table below presents the rent expense under all leases for the following periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| 2023 | 2023 | ||||||||||
Rent expense | $ | 312 | $ | 1,060 | |||||||
Rent expense for the three months ended September 30, 2023 includes $11 of short-term lease costs and $13 of variable lease costs. Rent expense for the nine months ended September 30, 2023 includes $105 of short-term lease costs and $84 of variable lease costs. The Company subleases certain leases. As of September 30, 2023, the Company has subleased four of its real estate leases and recognized $28 and $119 of sublease income on the consolidated statements of operations during the three and nine months ended September 30, 2023, respectively.
The following table presents supplemental cash flow and non-cash information related to leases:
| Nine Months Ended September 30, 2023 | |||||
| Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases | $ | 1,071 | |||
As of September 30, 2023, the future annual minimum lease payments for operating leases are as follows:
| Remainder of 2023 | $ | 370 | |||
| 2024 | 1,261 | ||||
| 2025 | 1,207 | ||||
| 2026 | 1,138 | ||||
| 2027 | 531 | ||||
| Thereafter | 3,625 | ||||
| Total future minimum lease payments | $ | 8,132 | |||
| Less amounts related to imputed interest | (2,812) | ||||
| Present value of future minimum lease payments | 5,320 | ||||
| Less current portion of long-term lease liability | 803 | ||||
| Long-term lease liability | $ | 4,517 | |||
Note K—Income Taxes
The table below presents the effective income tax rate for the following periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Effective tax rate | 0.1 | % | (1.6) | % | (0.1) | % | 1.6 | % | |||||||||||||||
The Company was taxed as a corporation for federal, state, and local income tax purposes for the three and nine month periods ended September 30, 2023 and September 30, 2022. The effective tax rate for the three and nine month periods ended
15
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
September 30, 2023 and September 30, 2022 differ from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items, and the change in valuation allowance, including a change in valuation allowance resulting from the ProModel Corporation acquisition during the three and nine months ended September 30, 2022.
Note L—Commitments and Contingencies
Contingencies in the Normal Course of Business
Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits.
Legal Proceedings
The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, consolidated statements of operations, or cash flows.
Note M—Written Put Option
Immediately prior to the stockholder vote for the Merger, GigCapital4 executed a series of Forward Share Purchase Agreements (“FPAs”) with Highbridge Tactical Credit Master Fund. L.P. and Highbridge SPAC Opportunity Fund, L.P. (the “Highbridge Investors”), Tenor Opportunity Master Fund Ltd. (“Tenor”), and Glazer Capital, LLC and Meteora Capital, LLC (the “Glazer Investors”, together with the Highbridge Investors and Tenor, the “Investors”). The FPAs provide that each of the Investors would not redeem their shares and instead would hold the shares for a period of up to three months following the consummation of the Merger, at which time they would have the right to sell the shares to the Company for $10.15 per share (the “Written Put Option”). The Investors had the right to sell shares on the open market before the end of the three-month period provided that the share price was at least $10.00 per share. If the Investors sold any shares in the open market within the first month of the three-month period and at a price greater than $10.05 per share, the Company would pay the Investors $0.05 per share sold.
The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor:
| December 6, 2021 | |||||
| Highbridge Investors | 2,453,195 | ||||
| Tenor | 2,499,608 | ||||
| Glazer Investors | 5,000,000 | ||||
| Total shares | 9,952,803 | ||||
During the first quarter of 2022, the Company settled the derivative liability associated with the Written Put Option by repurchasing all 9,952,803 shares of its common stock at the Investors’ request. Certain of the Investors requested for their shares to be repurchased prior to the end of the three-month period at a reduced price per share. As a result, 5,000,000 shares were repurchased at $10.125 per share during the first quarter of 2022.
During the three months ended March 31, 2022, the derivative liability was remeasured to its intrinsic value at each date that the underlying shares were repurchased. The resulting gain of $1,281 was presented in net increase (decrease) in fair value of derivatives on the during the first quarter of 2022. The intrinsic value of the Written Put Option upon settlement was $43,546 and was recognized directly in equity during the first quarter of 2022.
16
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Note N—Stockholders’ Equity
Common Stock
The table below presents the details of the Company’s authorized common stock as of the following periods:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Common stock: | |||||||||||
| Authorized shares of common stock | 500,000,000 | 500,000,000 | |||||||||
| Common stock par value per share | $ | 0.0001 | $ | 0.0001 | |||||||
| Common stock outstanding at the period end | 156,053,939 | 127,022,363 | |||||||||
Treasury Stock
During the nine months ended September 30, 2022, the Company repurchased 9,952,803 shares at a cost of $57,350 to settle the Company’s obligations under the FPAs. These shares are measured at cost and presented as treasury stock on the consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity.
Dividend Rights
Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company’s preferred stock or any class or series of stock having a preference over or the right to participate with the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company’s common stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Company’s Board in its discretion shall determine.
Voting Rights
Each outstanding share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of common stock do not have cumulative voting rights.
Conversion or Redemption Rights
The Company’s common stock is neither convertible nor redeemable.
Liquidation Rights
Upon the Company’s liquidation, the holders of the Company’s common stock are entitled to receive pro rata the Company’s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company’s preferred stock then outstanding.
Preferred Stock
The table below presents the details of the Company’s authorized preferred stock as of the following periods:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Preferred stock: | |||||||||||
| Authorized shares of preferred stock | 1,000,000 | 1,000,000 | |||||||||
| Preferred stock par value per share | $ | 0.0001 | $ | 0.0001 | |||||||
| Preferred stock outstanding at the period end | — | — | |||||||||
The Company’s Board may, without further action by the Company’s stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including
17
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the Company’s common stock. Satisfaction of any dividend preferences of outstanding shares of the Company’s preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Upon the affirmative vote of a majority of the total number of directors then in office, the Company’s Board may issue shares of the Company’s preferred stock with voting and conversion rights which could adversely affect the holders of shares of the Company’s common stock.
Note O—Warrants
Registered Direct Offering Warrants
On June 13, 2023, the Company consummated the closing of a registered direct offering pursuant to an Underwriting Agreement with Cowen and Company, LLC, as representative of the underwriters, for the sale and purchase of an aggregate of 11,848,341 shares of common stock at par value (“Common Stock”) and accompanying common warrants (“RDO warrants”). Each share of Common Stock is accompanied by a common warrant to purchase three-quarters of a share of Common Stock at an exercise price of $2.32 per share. The RDO warrants are initially exercisable for up to 8,886,255 shares of Common Stock at a combined purchase price of $2.11 per share of Common Stock and accompanying common warrant. The RDO warrants will become exercisable six months after issuance and have a five-year term.
The table below presents the value of the RDO warrants under the Black-Scholes OPM using the following assumptions as of the following dates:
| September 30, 2023 | June 13, 2023 | ||||||||||
| Value of each RDO warrant | $ | 1.27 | $ | 1.96 | |||||||
| Exercise price | $ | 2.32 | $ | 2.32 | |||||||
| Common stock price | $ | 1.51 | $ | 2.30 | |||||||
| Expected option term (years) | 5.2 | 5.5 | |||||||||
| Expected volatility | 127.40% | 118.60% | |||||||||
| Risk-free rate of return | 4.50% | 4.00% | |||||||||
| Expected annual dividend yield | —% | —% | |||||||||
As of September 30, 2023, the RDO warrants have a fair value of $11,286 and are presented on the consolidated balance sheets within derivative liabilities. A gain of $6,132 and $4,250, which includes transaction costs associated with the issuance of the RDO warrants, was recognized for the three and nine months ended September 30, 2023, respectively, and are presented in net decrease in fair value of derivatives on the consolidated statements of operations.
As of September 30, 2023, there were 8,886,255 RDO warrants issued and outstanding.
PIPE Warrants
On January 19, 2023, the Company consummated the closing of a private placement (the “Private Placement”) by and among the Company and Armistice Capital Master Fund Ltd (the “Purchaser”). At the closing of the Private Placement, the Company issued 13,888,889 shares of the Company’s common stock at par value and warrants to purchase up to an additional 13,888,889 shares of common stock (the “PIPE warrants”). The PIPE warrants have an exercise price of $2.39 per share and may be exercisable as of July 19, 2023 until July 19, 2028. The PIPE warrants are subject to a 4.99% beneficial ownership limitation that precludes the Purchaser from exercising any portion of the PIPE warrants to the extent that, following such exercise, the Purchaser’s beneficial ownership of our then outstanding common stock would exceed 4.99%.
18
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates:
| September 30, 2023 | January 19, 2023 | ||||||||||
| Value of each PIPE warrant | $ | 1.23 | $ | 1.22 | |||||||
| Exercise price | $ | 2.39 | $ | 2.39 | |||||||
| Common stock price | $ | 1.51 | $ | 1.87 | |||||||
| Expected option term (years) | 4.8 | 5.5 | |||||||||
| Expected volatility | 127.40% | 82.10% | |||||||||
| Risk-free rate of return | 4.60% | 3.40% | |||||||||
| Expected annual dividend yield | —% | —% | |||||||||
As of September 30, 2023, the PIPE warrants have a fair value of $17,083 and are presented on the consolidated balance sheets within derivative liabilities. A gain and loss of $9,584 and $2,190 were recognized as a result of the change in fair value for the three and nine months ended September 30, 2023, respectively, and are presented in net decrease in fair value of derivatives on the consolidated statements of operations.
As of September 30, 2023, there were 13,888,889 PIPE warrants issued and outstanding.
Public Warrants
Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day notice period; and (5) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.”
The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares.
As of September 30, 2023 and December 31, 2022, there were 12,150,878 and 12,115,130 public warrants issued and outstanding, respectively.
Private Warrants
The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than GigAcquisitions4, LLC (“Sponsor”), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Underwriters”), or any respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The Sponsor, the Underwriters, and any respective permitted transferees have the option to exercise the private warrants on a cashless basis.
19
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Fair value of each private warrant | $ | 0.56 | $ | 0.04 | |||||||
| Exercise price | $ | 11.50 | $ | 11.50 | |||||||
| Common stock price | $ | 1.51 | $ | 0.67 | |||||||
| Expected option term (in years) | 3.2 | 3.9 | |||||||||
| Expected volatility | 114.70% | 72.10 | % | ||||||||
| Risk-free rate of return | 4.70% | 4.10 | % | ||||||||
| Expected annual dividend yield | —% | — | % | ||||||||
As of September 30, 2023 and December 31, 2022, the private warrants have a fair value of $98 and $9 and are presented on the consolidated balance sheets within derivative liabilities and other non-current liabilities, respectively. The following was recognized as a result of the change in fair value for the three and nine months ended September 30, 2023 and September 30, 2022, respectively, and are presented in net decrease in fair value of derivatives on the consolidated statements of operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Loss (gain) on change in fair value of private warrants | $ | 56 | $ | (102) | $ | 89 | $ | (283) | |||||||||||||||
As of September 30, 2023 and December 31, 2022, there were 174,894 and 210,642 private warrants issued and outstanding, respectively.
Note P—Equity-Based Compensation
Class B Unit Incentive Plan
In February 2021, the Company’s Parent, BBAI Ultimate Holdings, LLC (“Parent”), adopted a compensatory benefit plan (the “Class B Unit Incentive Plan”) to provide incentives to 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 Class B 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 per unit.
The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows:
| February 16, 2021 | |||||
| Volatility | 57.0% | ||||
| Risk-free interest rate | 0.1% | ||||
| Expected time to exit (in years) | 1.6 | ||||
On July 29, 2021, the Company’s Parent amended the Class B Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units immediately became fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated June 4, 2021. 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 Class B 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
20
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
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.
The modification date fair value of the Incentive Units was $9.06 per unit. The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows:
| July 29, 2021 | |||||
| Volatility | 46.0% | ||||
| Risk-free interest rate | 0.2% | ||||
| Expected time to exit (in years) | 1.2 | ||||
The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Successor.
On December 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 Class B 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 30 months from the modification date. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of approximately 25 months.
The table below presents the activity in Tranche II of the Class B Units:
| Unvested as of December 31, 2022 | 1,295,000 | ||||
| Forfeited | (120,000) | ||||
Unvested as of September 30, 2023 | 1,175,000 | ||||
As of September 30, 2023, there was approximately $1,382 of unrecognized compensation costs related to Tranche II Incentive Units, which is expected to be recognized over the remaining weighted average period of 0.33 years.
Stock Options
On December 7, 2021, the Company adopted the BigBear.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.
During the nine months ended September 30, 2023, pursuant to the Plan, the Company’s Board of Directors granted certain grantees Stock Options to purchase shares of the Company’s common stock at a weighted-average exercise price of $2.01. The Stock Options vest over four years with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. Vesting is contingent upon continued employment or service to the Company and is accelerated in the event of death, disability, or a change in control, subject to certain conditions; both the vested and unvested portion of a Grantee’s Stock Options will be immediately forfeited and cancelled if the Grantee ceases employment or service to the Company. The Stock Options expire on the 10th anniversary of the grant date.
21
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
The table below presents the fair value of the Stock Options granted during the nine months ended September 30, 2023 using the Black-Scholes OPM and the following assumptions:
| Number of Stock Options granted | 3,153,641 | ||||
| Price of common stock on the grant date | $1.90 to $2.74 | ||||
| Expected option term (in years) | 5.8 to 6.2 | ||||
Expected volatility(1) | 96.8% to 128% | ||||
| Risk-free rate of return | 3.3% to 4.1% | ||||
| Expected annual dividend yield | —% | ||||
| Fair value of the Stock Options on the grant date | $1.51 to $2.29 | ||||
(1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies.
The table below presents the activity in the Stock Options:
| Stock Options Outstanding | Weighted-Average Exercise Price Per Share | Weighted-Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding as of December 31, 2022 | 2,982,893 | $ | 2.89 | 9.64 | $ | — | |||||||||||||||||
| Granted | 3,153,641 | 2.01 | |||||||||||||||||||||
| Forfeited | (673,396) | 2.39 | |||||||||||||||||||||
| Expired | (32,286) | 8.36 | |||||||||||||||||||||
Outstanding as of September 30, 2023 | 5,430,852 | $ | 2.41 | 9.25 | $ | — | |||||||||||||||||
Vested and exercisable as of September 30, 2023 | 272,851 | $ | 6.07 | 8.58 | $ | — | |||||||||||||||||
The Stock Options had no intrinsic value as of September 30, 2023. The Company recognizes equity-based compensation expense for the Stock Options equal to the fair value of the awards on a straight-line basis over the service based vesting period. As of September 30, 2023, there was approximately $5,768 of unrecognized compensation costs related to the Stock Options, which is expected to be recognized over the remaining weighted average period of 2.44 years.
Restricted Stock Units
During the nine months ended September 30, 2023, 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 Company granted 0 RSUs to employees during the nine months ended September 30, 2023. RSUs granted to employees generally vest over four years, with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. RSUs granted to nonemployee directors vest either on the one year anniversary of the grant date or 25% at the end of quarter following the grant date. Vesting of RSUs is accelerated in the event of death, disability, or a change in control, subject to certain conditions.
The table below presents the activity in the RSUs:
| RSUs Outstanding | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
| Unvested as of December 31, 2022 | 7,595,185 | $ | 2.35 | ||||||||
| Granted | 8,472,437 | 2.07 | |||||||||
| Vested | (3,372,648) | 1.81 | |||||||||
| Forfeited | (2,488,635) | 2.81 | |||||||||
Unvested as of September 30, 2023 | 10,206,339 | $ | 2.19 | ||||||||
22
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
As of September 30, 2023, there was approximately $19,812 of unrecognized compensation costs related to the RSUs, which is expected to be recognized over the remaining weighted average period of 2.74 years.
Performance Stock Units
Pursuant to the Plan, the Company’s Board of Directors communicated the key terms and granted Performance Stock Units (“PSUs”) to certain employees. The Company grants PSUs to certain employees with performance measures specific to the role of that employee (“Discretionary PSUs”). During the nine months ended September 30, 2023, the Company granted 182,482 Discretionary PSUs. The Company also granted 1,407,606 PSUs to employees under the Company’s Short-term Incentive Plan (“STIP PSUs”), which contain performance measures based on a combination of Company’s financial performance as well as the individual’s personal performance. The number of Discretionary PSUs and STIP PSUs that will vest is based on the achievement of the performance criteria during each respective annual measurement period, provided that the employees remain in continuous service on each vesting date. Vesting will not occur unless a minimum performance criteria threshold is achieved.
The table below presents the activity in the PSUs:
| PSUs Outstanding | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
| Unvested as of December 31, 2022 | 287,500 | $ | 4.86 | ||||||||
| Granted | 1,590,088 | 1.99 | |||||||||
| Forfeited | (186,757) | 6.76 | |||||||||
Unvested as of September 30, 2023 | 1,690,831 | $ | 1.95 | ||||||||
As of September 30, 2023, it was not considered probable that the performance conditions of the Discretionary PSUs would be achieved. As a result, no equity-based compensation was recognized for the Discretionary PSUs during the nine months ended September 30, 2023.
As of September 30, 2023, it was considered probable that the performance conditions of the STIP PSUs would be achieved. There was approximately $589 of unrecognized compensation costs related to the STIP PSUs, which is expected to be recognized over the remaining weighted average period of 0.48 years.
Employee Share Purchase Plan (“ESPP”)
Concurrently with the adoption of the Plan, the Company’s Board of Directors adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which authorizes the grant of rights to purchase common stock of the Company to employees, officers, and directors (if they are otherwise employees) of the Company. As of January 1, 2022, the Company reserved an aggregate of 3,974,948 common shares (subject to annual increases on January 1 of each year and ending in 2031) of the Company’s common stock for grants under the ESPP. As of September 30, 2023, 1,216,532 shares had been sold under the ESPP and the Company has withheld employee contributions of $503, which are presented on the consolidated balance sheets within other current liabilities.
Equity-based compensation expense related to purchase rights issued under the ESPP is based on the Black-Scholes OPM fair value of the estimated number of awards as of the beginning of the offering period. Equity-based compensation expense is recognized using the straight-line method over the offering period. The table below presents the assumptions used to estimate the grant date fair value of the purchase rights under the ESPP:
| ESPP grant date | June 1, 2023 | December 1, 2022 | |||||||||
| Price of common stock on the grant date | $ | 2.09 | $ | 0.88 | |||||||
| Expected term (in years) | 0.50 | 0.50 | |||||||||
Expected volatility(1) | 162.2% | 110.0% | |||||||||
| Risk-free rate of return | 5.4% | 4.6% | |||||||||
| Expected annual dividend yield | —% | —% | |||||||||
| Fair value of the award on the grant date | $ | 1.23 | $ | 0.40 | |||||||
23
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
(1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies.
As of September 30, 2023, there was approximately $372 of unrecognized compensation costs related to the ESPP, which is expected to be recognized over the remaining weighted average period of 0.17 years.
Equity-based Compensation Expense
The table below presents the total equity-based compensation expense recognized for Class B Units, Stock Options, RSUs, PSUs and ESPP in selling, general and administrative expense, cost of revenues, and research and development for the following periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Equity-based compensation expense in selling, general and administrative | $ | 3,071 | $ | 1,635 | $ | 8,193 | $ | 8,634 | |||||||||||||||
| Equity-based compensation expense in cost of revenues | 1,498 | 571 | 3,814 | 2,280 | |||||||||||||||||||
| Equity-based compensation expense in research and development | 224 | 16 | 585 | 246 | |||||||||||||||||||
| Total equity-based compensation expense | $ | 4,793 | $ | 2,222 | $ | 12,592 | $ | 11,160 | |||||||||||||||
Note Q—Net Income (Loss) Per Share
The numerators and denominators of the basic and diluted net income (loss) per share are computed as follows (in thousands, except per share, unit and per unit data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Basic and diluted net loss per share | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
Numerator: | |||||||||||||||||||||||
Net income (loss) | $ | 3,999 | $ | (16,110) | $ | (39,110) | $ | (91,779) | |||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted average shares outstanding—basic | 155,830,775 | 126,270,282 | 146,679,444 | 128,103,625 | |||||||||||||||||||
Weighted average dilutive effect of equity awards | 2,063,226 | — | — | — | |||||||||||||||||||
Weighted average shares outstanding— diluted | 157,894,001 | 126,270,282 | 146,679,444 | 128,103,625 | |||||||||||||||||||
Basic net income (loss) per share | $ | 0.03 | $ | (0.13) | $ | (0.27) | $ | (0.72) | |||||||||||||||
Diluted net income (loss) per share | $ | 0.03 | $ | (0.13) | $ | (0.27) | $ | (0.72) | |||||||||||||||
As of September 30, 2023, there were outstanding Stock Options to purchase 5,430,852 shares of common stock at a weighted-average exercise price of $2.41, outstanding private warrants and public warrants to convert to 174,894 shares and 12,150,878 shares, respectively, of common stock at a price of $11.50 per share, outstanding PIPE warrants to convert to 13,888,889 shares of common stock at a price of $2.39 per share, outstanding RDO warrants to convert to 8,886,255 shares of common stock at a price of $2.32 per share, convertible notes to convert to 18,844,600 shares of common stock at a conversion price of $10.61, ESPP contributions for the option to acquire 1,888,712 shares of common stock, and outstanding restricted stock units and performance stock units representing the right to receive 9,129,193 shares and 1,765,088 shares of common stock, respectively. Because of the net loss incurred during the nine months ended September 30, 2023, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations. A total of 66.4 million shares were excluded from the diluted EPS calculation for the three months ended September 30, 2023 as their effect would be anti-dilutive.
As of September 30, 2022, there were outstanding Stock Options to purchase 857,619 shares of common stock at a weighted-average exercise price of $7.34, outstanding private warrants and public warrants to convert to 210,642 shares and 12,115,130 shares, respectively, of common stock at a price of $11.50 per share, convertible notes to convert to 18,844,600 shares of common stock at an initial conversion price of $10.61, ESPP contributions for the option to acquire 1,118,720 shares of common stock, and outstanding restricted stock units and performance stock units representing the right to receive 2,945,757 shares and 325,000 shares of common stock, respectively. Because of the net loss incurred during the three and nine months ended September 30, 2022, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss
24
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
per share calculations.
Note R—Revenues
All revenues were generated within the United States of America.
The table below presents total revenues by contract type for the following periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Time and materials | $ | 19,102 | $ | 26,728 | $ | 67,383 | $ | 77,385 | |||||||||||||||
Firm fixed price | 10,376 | 9,812 | 33,353 | 24,764 | |||||||||||||||||||
Cost-reimbursable | 4,510 | 4,111 | 13,865 | 12,505 | |||||||||||||||||||
Total revenues | $ | 33,988 | $ | 40,651 | $ | 114,601 | $ | 114,654 | |||||||||||||||
The majority of the Company’s revenue is recognized over time. Revenue derived from contracts that recognize revenue at a point in time was insignificant for all periods presented.
The table below summarizes the activity in the allowance for expected credit losses:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Beginning balance | $ | 1,655 | $ | 87 | $ | 98 | $ | 43 | |||||||||||||||
Additions | 50 | 11 | 1,607 | 55 | |||||||||||||||||||
Write-offs | — | — | — | — | |||||||||||||||||||
Ending balance | $ | 1,705 | $ | 98 | $ | 1,705 | $ | 98 | |||||||||||||||
Concentration of Risk
Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods:
| Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2023 | ||||||||||||||||||||||
| Total | Percent of total revenues | Total | Percent of total revenues | ||||||||||||||||||||
Customer A | $ | 8,286 | 24 | % | $ | 24,529 | 21 | % | |||||||||||||||
Customer B | 660 | 2 | % | 12,450 | 11 | % | |||||||||||||||||
Customer C | 3,247 | 10 | % | 13,771 | 12 | % | |||||||||||||||||
Customer D(1) | 8,667 | 26 | % | 17,893 | 16 | % | |||||||||||||||||
All others | 13,128 | 38 | % | 45,958 | 40 | % | |||||||||||||||||
Total revenues | $ | 33,988 | 100 | % | $ | 114,601 | 100 | % | |||||||||||||||
| Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | ||||||||||||||||||||||
| Total | Percent of total revenues | Total | Percent of total revenues | ||||||||||||||||||||
Customer A | $ | 7,559 | 19 | % | $ | 22,149 | 19 | % | |||||||||||||||
Customer B | 4,391 | 11 | % | 13,293 | 12 | % | |||||||||||||||||
Customer C | 7,878 | 19 | % | 20,806 | 18 | % | |||||||||||||||||
Customer D(1) | — | — | % | — | — | % | |||||||||||||||||
All others | 20,823 | 51 | % | 58,406 | 51 | % | |||||||||||||||||
Total revenues | $ | 40,651 | 100 | % | $ | 114,654 | 100 | % | |||||||||||||||
(1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability.
25
BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Contract Balances
The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Contract assets | $ | 452 | $ | 1,312 | |||||||
Contract liabilities | $ | 2,320 | $ | 2,022 | |||||||
The change in contract assets between December 31, 2022 and September 30, 2023 was primarily driven by an increase in invoices issued to customers for services rendered. The change in contract liability balances between December 31, 2022 and September 30, 2023 was primarily driven by an increase in invoices issued to customers for services yet to be rendered. Revenue recognized in the nine months ended September 30, 2023 that was included in the contract liability balance as of December 31, 2022 was $2,022.
When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the expected revenue, the Company recognizes the loss immediately. When the Company determines that a change in estimate has an impact on the associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment in the consolidated statements of operations. Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results.
The following table summarizes the impact of the net estimates at completion (“EAC”) adjustments on the Company’s operating results:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net EAC Adjustments, before income taxes | $ | (626) | $ | 1,799 | $ | (2,257) | $ | 1,165 | |||||||||||||||
| Net EAC Adjustments, net of income taxes | $ | (495) | $ | 1,421 | $ | (1,783) | $ | 920 | |||||||||||||||
| Net EAC Adjustments, net of income taxes, per diluted share | $ | — | $ | 0.01 | $ | (0.01) | $ | 0.01 | |||||||||||||||
Remaining Performance Obligations
The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders and generally includes the funded and unfunded components of contracts that have been awarded. As of September 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $57 million. The Company expects to recognize approximately 100% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter.
Note S—Related Party Transactions
During the three and nine months ended September 30, 2023, respectively, the Company paid or accrued $588 and $1,181 as compensation expense for the members of the Board of Directors, including equity-based compensation related to the RSUs of $498 and $911, which is reflected in the selling, general and administrative expenses within the consolidated statements of operations.
During the three and nine months ended September 30, 2022, respectively, the Company paid or accrued $592 and $1,767 as compensation expense for the members of the Board of Directors, including equity-based compensation related to the RSUs of $328 and $975, which is reflected in the selling, general and administrative expenses within the consolidated statements of operations.
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BIGBEAR.AI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; in thousands of U.S. dollars unless stated otherwise)
Note T—Subsequent Events
On November 4, 2023, the Company entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”), Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”), pursuant to which, among other matters, (i) Merger Sub will merge with and into Pangiam Intermediate, with Merger Sub ceasing to exist and Pangiam Intermediate surviving as a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First Merger, Pangiam Intermediate will merge with and into Pangiam Purchaser, with Pangiam Intermediate ceasing to exist and Pangiam Purchaser continuing as a wholly-owned subsidiary of the Company (the “Second Merger”, together with the First Merger, the “Mergers”). AE Industrial Partners, LP and certain of its affiliates beneficially own a majority of both the Company and the Seller.
The purchase price is $70 million, subject to customary adjustments for indebtedness, cash, working capital, and transaction expenses (“Purchase Price”) and will be payable solely in shares of common stock. $3.5 million of shares of common stock will be held back at the time of the closing of the Mergers (the “Closing”) to cover any post-Closing adjustments to the Purchase Price.
The closing of the Mergers is subject to customary closing conditions, including approval by the holders of a majority of the Company’s outstanding shares of common stock and receipt of regulatory approval. The Merger Agreement contains termination rights for each of the Company and the Seller, including in the event that the Mergers are not consummated by August 4, 2024. Each of the Company and the Seller may also terminate the Merger Agreement if the other party breaches its representations, warranties or covenants in a manner that would lead to the failure of a condition, subject to a 30-day cure period.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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”, “BigBear.ai Holdings”, 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 consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. 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 our 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 Quarterly Report on Form 10-Q. We intend for this discussion to provide the reader with information to assist in understanding BigBear.ai’s consolidated financial statements and the accompanying notes, the changes in those financial statements and the accompanying notes from period to period, along with the primary factors that accounted for those changes. All amounts presented below are in thousands of U.S. dollars unless stated otherwise.
The discussion and analysis of financial condition and results of operations of BigBear.ai is organized as follows:
•Business Overview: This section provides a general description of BigBear.ai’s business, our priorities and the trends affecting our industry in order to provide context for management’s discussion and analysis of our financial condition and results of operations.
•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 results of operations for the three and nine months ended September 30, 2023 and September 30, 2022.
•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—Summary of Significant Accounting Policies to the accompanying consolidated financial statements included in this Quarterly Report on Form 10-Q.
Business Overview
Our mission is to help deliver clarity for our clients as they face their most complex decisions. BigBear.ai’s artificial intelligence (“AI”)-powered decision intelligence solutions are leveraged in three primary markets—global supply chains & logistics, autonomous systems and cybersecurity. BigBear.ai’s customers, including federal defense and intelligence agencies, manufacturers, third party logistics providers, retailers, healthcare, and life sciences organizations, rely on BigBear.ai’s solutions to empower leaders to decide on the best possible course of action by creating order from complex data, identifying blind spots, and building predictive outcomes. We are a leading technology solutions organization, providing both software and services to our customers.
Recent Developments
Definitive Agreement to Acquire Pangiam
On November 4, 2023, the Company entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam
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Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”), Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”), pursuant to which, among other matters, (i) Merger Sub will merge with and into Pangiam Intermediate, with Merger Sub ceasing to exist and Pangiam Intermediate surviving as a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First Merger, Pangiam Intermediate will merge with and into Pangiam Purchaser, with Pangiam Intermediate ceasing to exist and Pangiam Purchaser continuing as a wholly-owned subsidiary of the Company (the “Second Merger”, together with the First Merger, the “Mergers”). AE Industrial Partners, LP and certain of its affiliates beneficially own a majority of both the Company and the Seller.
The purchase price is $70 million, subject to customary adjustments for indebtedness, cash, working capital, and transaction expenses (“Purchase Price”) and will be payable solely in shares of common stock. $3.5 million of shares of common stock will be held back at the time of the closing of the Mergers (the “Closing”) to cover any post-Closing adjustments to the Purchase Price.
The closing of the Mergers is subject to customary closing conditions, including approval by the holders of a majority of the Company’s outstanding shares of common stock and receipt of regulatory approval. The Merger Agreement contains termination rights for each of the Company and the Seller, including in the event that the Mergers are not consummated by August 4, 2024. Each of the Company and the Seller may also terminate the Merger Agreement if the other party breaches its representations, warranties or covenants in a manner that would lead to the failure of a condition, subject to a 30-day cure period.
Registered Direct Offering
On June 13, 2023, the Company consummated the closing of a registered direct offering (the “Offering”) pursuant to an Underwriting Agreement with Cowen and Company, LLC, as representative of the underwriters, for the sale and purchase of an aggregate of 11,848,341 shares of common stock, par value $0.0001 per share (“Common Stock”), and accompanying common warrants (“RDO warrants”). Each share of Common Stock is accompanied by a common warrant to purchase three-quarters of a share of Common Stock at an exercise price of $2.32 per share. The RDO warrants are initially exercisable for up to 8,886,255 shares of Common Stock at a combined purchase price of $2.11 per share of Common Stock and accompanying common warrant. The RDO warrants will become exercisable six months after issuance and have a five-year term. The aggregate gross proceeds to the Company were approximately $25 million before deducting underwriting discounts and commissions and offering expenses. The Company intends to use the proceeds from the Offering primarily for general corporate purposes.
Private Placement
On January 19, 2023, the Company consummated the closing of a private placement (the “Private Placement”), pursuant to the terms and conditions of the Securities Purchase Agreement, dated January 16, 2023, by and among the Company and Armistice Capital Master Fund Ltd. At the closing of the Private Placement, the Company issued (i) 13,888,889 shares (the “Private Placement Shares”) of Common Stock, and (ii) a Common Stock purchase warrant (the “Warrant”) to purchase up to an additional 13,888,889 shares of Common Stock.
The purchase price per share of each Private Placement Share and the associated Warrant was $1.80. The aggregate gross proceeds to the Company from the Private Placement were approximately $25,000 before deducting the placement agent fees and other offering expenses payable by the Company. The Company used the net proceeds from the offering for general corporate purposes, including working capital.
Segment Information
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.
As of December 31, 2022, the Company had two operating and reportable segments that were organized by sector: Cyber & Engineering and Analytics. During the three months ended March 31, 2023, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280 - Segment Reporting, following an organizational and legal entity restructuring, which allowed the Company to align its operations with how the business will be managed. As a result of such changes, the performance of the Company’s operations are evaluated by the CODM using the consolidated financial results of the Company. As a result of this reevaluation, effective for the first quarter of fiscal year 2023, the Company determined it that it manages its operations as a single operating and reportable segment.
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The single reportable segment is consistent with information used by the CODM to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports.
U.S. Budget Environment
The majority of our revenue is derived from federal government contracts. U.S. government spending levels, particularly defense spending, and timely funding thereof can affect our financial performance over the short and long term. On September 30, 2023, the President signed a continuing resolution to continue funding the U.S government at FY 2023 levels through the earlier of November 17, 2023, or until FY 2024 appropriations bills are enacted. Under the continuing resolution, funding at amounts consistent with appropriated levels for FY 2023 are available, subject to certain restrictions, but new contract and program starts are not authorized. We expect our key contracts will continue to be supported and funded under the continuing resolution. However, during periods covered by continuing resolutions, we may experience delays in new contract awards, and those delays may adversely affect our results of operations.
We anticipate the federal budget will continue to be subject to debate and compromise shaped by, among other things, heightened political tensions, the global security environment, inflationary pressures, and macroeconomic conditions. The result may be shifting funding priorities, which could have material impacts on defense spending broadly and our federal government contracts.
Geopolitical Environment
We operate in a complex and evolving security environment and our business is affected by geopolitical issues. Conflicts in Ukraine and Israel have significantly elevated global geopolitical tensions and security concerns. For our government customers, their focus on addressing immediate needs in these regions has slowed the pipeline and pace of contract awards, pushing revenue into subsequent periods. We continue to expect the geopolitical climate to drive adoption of our offerings over the long term, as it has heightened the need for advanced AI tools that provide enhanced intelligence and full spectrum cyber operations – areas where we have unmatched capabilities. While these conflict are still evolving and the eventual outcomes remains highly uncertain, we do not believe that these events will have a material impact on our business and results of operations. However, if these conflicts worsen, leading to greater disruptions and uncertainty within the technology industry or global economy, our business and results of operations could be negatively impacted.
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.
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.
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.
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Restructuring Charges
Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services.
Transaction Expenses
Transaction expenses incurred in 2023 consist primarily of diligence, legal and other related expenses incurred associated with entering into a definitive agreement to acquire Pangiam. Transaction costs incurred in 2022 are primarily related to our acquisition of ProModel Corporation as well as costs associated with evaluating other acquisition opportunities.
We expect to incur additional transaction expenses and acquisition costs in the future as we work to close the acquisition of Pangiam, which is expected in the first quarter of 2024.
Goodwill Impairment
Goodwill impairment consists of a non-cash impairment of the goodwill in the previously reported Cyber & Engineering reportable segment.
Net Decrease in Fair Value of Derivatives
Net decrease in fair value of derivatives consists of fair value remeasurements of private warrants, PIPE warrants, RDO warrants, and written put options.
Interest Expense
Interest expense consists primarily of interest expense, commitment fees, and debt issuance cost amortization under our debt agreements.
Income Tax (Benefit) Expense
Income tax (benefit) expense consists of income taxes related to federal and state jurisdictions in which we conduct business.
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Results of Operations
The table below presents our consolidated statements of operations for the following periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | $ | 33,988 | $ | 40,651 | $ | 114,601 | $ | 114,654 | |||||||||||||||
| Cost of revenues | 25,579 | 28,900 | 87,016 | 83,446 | |||||||||||||||||||
| Gross margin | 8,409 | 11,751 | 27,585 | 31,208 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 15,533 | 20,233 | 52,825 | 69,205 | |||||||||||||||||||
| Research and development | (349) | 1,785 | 3,004 | 7,194 | |||||||||||||||||||
| Restructuring charges | — | 1,562 | 780 | 1,562 | |||||||||||||||||||
| Transaction expenses | 1,437 | 566 | 1,437 | 2,151 | |||||||||||||||||||
| Goodwill impairment | — | — | — | 35,252 | |||||||||||||||||||
| Operating loss | (8,212) | (12,395) | (30,461) | (84,156) | |||||||||||||||||||
| Net decrease in fair value of derivatives | (15,659) | (102) | (1,971) | (1,564) | |||||||||||||||||||
| Interest expense | 3,540 | 3,557 | 10,656 | 10,666 | |||||||||||||||||||
| Other (income) expense | (87) | 8 | (87) | 12 | |||||||||||||||||||
| Income (loss) before taxes | 3,994 | (15,858) | (39,059) | (93,270) | |||||||||||||||||||
| Income tax (benefit) expense | (5) | 252 | 51 | (1,491) | |||||||||||||||||||
| Net income (loss) | $ | 3,999 | $ | (16,110) | $ | (39,110) | $ | (91,779) | |||||||||||||||
Comparison of the Three Months Ended September 30, 2023 and 2022
Revenues
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues | $ | 33,988 | $ | 40,651 | $ | (6,663) | (16.4) | % | |||||||||||||||
Revenues decreased by $6,663 during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 primarily as a result of the wind-down of certain Air Force programs at the beginning of the third quarter of 2023, along with a slower ramp up of new awards due to the geopolitical environment. Additionally, our results for the three months ended September 30, 2023 do not include any revenues for Virgin Orbit due to their bankruptcy announcement earlier this year.
Cost of Revenues
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Cost of revenues | $ | 25,579 | $ | 28,900 | $ | (3,321) | (11.5) | % | |||||||||||||||
| Cost of revenues as a percentage of revenues | 75 | % | 71 | % | |||||||||||||||||||
Cost of revenues as a percentage of total revenues increased to 75% for the three months ended September 30, 2023 as compared to 71% for the three months ended September 30, 2022. The three months ended September 30, 2023 does not include any activity from Virgin Orbit as a result of Virgin Orbit’s bankruptcy announcement in the second quarter of 2023 which was a primary driver of the decrease in gross margin in the period as compared to the three months ended September 30, 2022.
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SG&A
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| SG&A | $ | 15,533 | $ | 20,233 | $ | (4,700) | (23.2) | % | |||||||||||||||
| SG&A as a percentage of revenues | 46 | % | 50 | % | |||||||||||||||||||
SG&A expenses as a percentage of total revenues for the three months ended September 30, 2023 decreased to 46% as compared to 50% for the three months ended September 30, 2022, which was primarily driven by a reduction in personnel costs resulting from the Company’s restructuring plans, as well as a reduction in non-recurring integration costs of $2,075, incurred during the three months ended September 30, 2022 that were not repeated in the comparable period. These decreases were partially offset by $159 of professional fees related to non-recurring strategic initiatives.
Research and Development
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Research and development | $ | (349) | $ | 1,785 | $ | (2,134) | (119.6) | % | |||||||||||||||
Research and development expenses decreased by $2,134 during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. The decrease in research and development expenses was driven by certain software development projects that have reached the technological feasibility stage and for which related costs were capitalized during the three months ended September 30, 2023.
Restructuring Charges
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Restructuring charges | $ | — | $ | 1,562 | $ | (1,562) | (100.0) | % | |||||||||||||||
Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services.
Transaction Expenses
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Transaction expenses | $ | 1,437 | $ | 566 | $ | 871 | 153.9 | % | |||||||||||||||
Transaction expenses for the three months ended September 30, 2023 consist of diligence, legal and other related expenses incurred associated with entering into a definitive agreement to acquire Pangiam. Transaction costs for the three months ended September 30, 2022 include costs associated with evaluating other acquisition opportunities.
Net Decrease in Fair Value of Derivatives
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Net decrease in fair value of derivatives | $ | (15,659) | $ | (102) | $ | (15,557) | 15252.0 | % | |||||||||||||||
The net decrease in fair value of derivatives of $15,659 for the three months ended September 30, 2023 consists of fair value remeasurements of private warrants, PIPE warrants, and RDO warrants. The net decrease in fair value of derivatives of $102 for the three months ended September 30, 2022 consists of fair value remeasurements of written put options and private warrants. The written put option was fully settled as of March 31, 2022.
Interest Expense
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Interest expense | $ | 3,540 | $ | 3,557 | $ | (17) | (0.5) | % | |||||||||||||||
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Interest expense consists primarily of interest expense, commitment fees and debt issuance cost amortization under our Convertible Notes and Bank of America Senior Revolver. See the Liquidity and Capital Resources section below for more information.
Income Tax (Benefit) Expense
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Income tax (benefit) expense | $ | (5) | $ | 252 | $ | (257) | (102.0) | % | |||||||||||||||
| Effective tax rate | 0.1 | % | (1.6) | % | |||||||||||||||||||
The decrease in the effective tax rate for the three months ended September 30, 2023 from the three months ended September 30, 2022 was primarily due to the 2022 acquisition of Promodel Corporation. The effective tax rate for the three months ended September 30, 2023 and September 30, 2022 differs from the U.S. federal income tax rate of 21.0% primarily due to the Company’s full valuation allowance.
As of September 30, 2023, the Company has determined that it is not more-likely-than-not that substantially all of its deferred tax assets will be realized in the future, and continues to have a full valuation allowance established against its deferred tax assets.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act. The Inflation Reduction Act introduces a new 15% corporate minimum tax, based on adjusted financial statement income of certain large corporations. Applicable corporations would be allowed to claim a credit for the minimum tax paid against regular tax in future years. The minimum tax impacts applied starting in 2023. The Inflation Reduction Act also includes an excise tax that would impose a 1% surcharge on stock repurchases. This excise tax is effective January 1, 2023.
The Company does not believe the Inflation Reduction Act will have a significant effect on its consolidated financial statements.
Comparison of the Nine Months Ended September 30, 2023 and 2022
Revenues
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Revenues | $ | 114,601 | $ | 114,654 | $ | (53) | — | % | |||||||||||||||
Revenues decreased by $53 during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 primarily as a result of the wind-down of certain Air Force programs at the beginning of the third quarter of 2023 as well as lower volume from Virgin Orbit as a result of Virgin Orbit’s bankruptcy announcement in the second quarter of 2023. These decreases were partially offset by increased revenue on certain Army programs as a result of new contract awards and higher volume.
Cost of Revenues
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Cost of revenues | $ | 87,016 | $ | 83,446 | $ | 3,570 | 4.3 | % | |||||||||||||||
| Cost of revenues as a percentage of revenues | 76 | % | 73 | % | |||||||||||||||||||
Cost of revenues as a percentage of total revenues increased to 76% for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The nine months ended September 30, 2023 does not include any activity from Virgin Orbit as a result of Virgin Orbit’s bankruptcy announcement in the second quarter of 2023 which was a primary driver of the decrease in gross margin in the period as compared to the nine months ended September 30, 2022.
SG&A
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| SG&A | $ | 52,825 | $ | 69,205 | $ | (16,380) | (23.7) | % | |||||||||||||||
| SG&A as a percentage of revenues | 46 | % | 60 | % | |||||||||||||||||||
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SG&A expenses as a percentage of total revenues for the nine months ended September 30, 2023 decreased to 46% as compared to 60% for the nine months ended September 30, 2022, which was primarily driven by a reduction in personnel costs resulting from the Company’s restructuring plans, as well as reduction in non-recurring integration costs of $6,474, capital market advisory fees of $741, and commercial start-up costs of $6,490 incurred during the nine months ended September 30, 2022 that were not repeated in the comparable period. These decreases were partially offset by $2,480 of professional fees related to non-recurring strategic initiatives and a $1,425 bad debt reserve against receivables from Virgin Orbit, which announced its Chapter 11 bankruptcy filing in early April 2023.
Research and Development
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Research and development | $ | 3,004 | $ | 7,194 | $ | (4,190) | (58.2) | % | |||||||||||||||
Research and development expenses decreased by $4,190 during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The decrease in research and development expenses was driven by certain software development projects that have reached the technological feasibility stage and for which related costs were capitalized during the nine months ended September 30, 2023.
Restructuring Charges
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Restructuring charges | $ | 780 | $ | 1,562 | $ | (782) | (50.1) | % | |||||||||||||||
Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services.
Transaction Expenses
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Transaction expenses | $ | 1,437 | $ | 2,151 | $ | (714) | (33.2) | % | |||||||||||||||
Transaction expenses for the nine months ended September 30, 2023 consist of diligence, legal and other related expenses incurred associated with entering into a definitive agreement to acquire Pangiam. Transaction expenses for the nine months ended September 30, 2022 are related to our acquisition of ProModel Corporation as well as costs associated with evaluating other acquisition opportunities.
Goodwill Impairment
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Goodwill impairment | $ | — | $ | 35,252 | $ | (35,252) | (100.0) | % | |||||||||||||||
Goodwill impairment for nine months ended September 30, 2022 consists a $35,252 non-cash impairment of the goodwill in the previously reported Cyber & Engineering reportable segment.
Net Increase (Decrease) in Fair Value of Derivatives
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Net decrease in fair value of derivatives | $ | (1,971) | $ | (1,564) | $ | (407) | 26.0 | % | |||||||||||||||
The net decrease in fair value of derivatives of $1,971 for nine months ended September 30, 2023 consists of fair value remeasurements of private warrants, PIPE warrants, and Registered Direct Offering warrants. The net decrease in fair value of derivatives of $1,564 for the nine months ended September 30, 2022 consists of fair value remeasurements of written put options and private warrants. The written put option was fully settled as of March 31, 2022.
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Interest Expense
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Interest expense | $ | 10,656 | $ | 10,666 | $ | (10) | (0.1) | % | |||||||||||||||
Interest expense consists primarily of interest expense, commitment fees and debt issuance cost amortization under our Convertible Notes and Bank of America Senior Revolver. See the Liquidity and Capital Resources section below for more information.
Income Tax (Benefit) Expense
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2023 | 2022 | Amount | % | ||||||||||||||||||||
| Income tax (benefit) expense | $ | 51 | $ | (1,491) | $ | 1,542 | (103.4) | % | |||||||||||||||
| Effective tax rate | (0.1) | % | 1.6 | % | |||||||||||||||||||
The decrease in the effective tax rate for the nine months ended September 30, 2023 from nine months ended September 30, 2022 was primarily due to recognition of a full valuation allowance on the Company’s deferred tax balances during the three months ended September 30, 2022. The effective tax rate for the nine months ended September 30, 2023 differs from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items, and the change in valuation allowance.
As of September 30, 2023, the Company has determined that it is not more-likely-than-not that substantially all of its deferred tax assets will be realized in the future, and continues to have a full valuation allowance established against its deferred tax assets.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act. The Inflation Reduction Act introduces a new 15% corporate minimum tax, based on adjusted financial statement income of certain large corporations. Applicable corporations would be allowed to claim a credit for the minimum tax paid against regular tax in future years. The minimum tax impacts applied starting in 2023. The Inflation Reduction Act also includes an excise tax that would impose a 1% surcharge on stock repurchases. This excise tax is effective January 1, 2023.
The Company does not believe the Inflation Reduction Act will have a significant effect on its consolidated financial statements.
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, equity-based compensation and associated employer payroll taxes, net increase (decrease) in fair value of derivatives, restructuring charges, capital market advisory fees, non-recurring integration costs, commercial start-up costs, and transaction expenses. 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 loss, computed in accordance with GAAP:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income (loss) | $ | 3,999 | $ | (16,110) | $ | (39,110) | $ | (91,779) | |||||||||||||||
| Interest expense | 3,540 | 3,557 | 10,656 | 10,666 | |||||||||||||||||||
| Interest income | (86) | — | (86) | — | |||||||||||||||||||
| Income tax (benefit) expense | (5) | 252 | 51 | (1,491) | |||||||||||||||||||
| Depreciation and amortization | 1,971 | 2,038 | 5,936 | 5,764 | |||||||||||||||||||
| EBITDA | 9,419 | (10,263) | (22,553) | (76,840) | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Equity-based compensation | 4,793 | 2,222 | 12,592 | 11,160 | |||||||||||||||||||
Employer payroll taxes related to equity-based compensation(1) | 8 | — | 365 | — | |||||||||||||||||||
Net decrease in fair value of derivatives(2) | (15,659) | (102) | (1,971) | (1,564) | |||||||||||||||||||
Restructuring charges(3) | — | 1,562 | 780 | 1,562 | |||||||||||||||||||
Non-recurring strategic initiatives(4) | 159 | — | 2,480 | — | |||||||||||||||||||
Non-recurring integration costs(5) | — | 2,075 | — | 6,474 | |||||||||||||||||||
Capital market advisory fees(6) | — | — | — | 741 | |||||||||||||||||||
Commercial start-up costs(7) | — | — | — | 6,490 | |||||||||||||||||||
Transaction expenses(8) | 1,437 | 566 | 1,437 | 2,151 | |||||||||||||||||||
Goodwill impairment(9) | — | — | — | 35,252 | |||||||||||||||||||
| Adjusted EBITDA | $ | 157 | $ | (3,940) | $ | (6,870) | $ | (14,574) | |||||||||||||||
(1) | Includes employer payroll taxes due upon the vesting of restricted stock units granted to employees. | ||||
(2) | The decrease in fair value of derivatives during the three and nine months ended September 30, 2023 primarily relates to changes in the fair value of PIPE and RDO warrants issued during the first and second quarters of 2023, respectively. The decrease in fair value of derivatives during the three and nine months ended September 30, 2022 primarily relates to the Forward Share Purchase Agreements that were entered into prior to the closing of our business combination on December 7, 2021 (the “Business Combination”) and were fully settled during the first quarter of 2022, as well as the change in the fair value of private warrants. | ||||
(3) | In the first quarter of 2023, the Company incurred employee separation costs associated with a strategic review of the Company’s capacity and future projections to better align the organization and cost structure and improve the affordability of its products and services. | ||||
| (4) | Non-recurring professional fees related to the execution of certain strategic initiatives of the Company. | ||||
(5) | Non-recurring internal integration costs related to the Business Combination. | ||||
(6) | The Company incurred capital market and advisory fees related to advisors assisting with the Business Combination. | ||||
(7) | Commercial start-up costs include certain non-recurring expenses associated with tailoring the Company’s products for commercial customers and use cases. | ||||
(8) | Transaction expenses primarily consist of legal, accounting, and other advisor fees in connection with merger and acquisition activities. | ||||
(9) | During the second quarter of 2022, the Company recognized a non-cash goodwill impairment charge related to the previously reported Cyber & Engineering business segment. During the first quarter of 2023, the Company reevaluated its operating and reportable segments following an organizational and legal entity restructuring, which allowed the Company to align its operations with how the business will be managed. As a result of this reevaluation, effective for the first quarter of fiscal year 2023, the Company determined it that it manages its operations as a single operating and reportable segment. | ||||
Free Cash Flow
Free cash flow is defined as net cash 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 used in operating activities, computed in accordance with GAAP:
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net cash used in operating activities | $ | (18,233) | $ | (38,390) | |||||||
Capital expenditures, net | (2) | (736) | |||||||||
Free cash flow | $ | (18,235) | $ | (39,126) | |||||||
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.
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.
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The following table summarizes certain backlog information (in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||
| Funded | $ | 32,894 | $ | 57,234 | |||||||
| Unfunded | 24,553 | 18,220 | |||||||||
| Priced, unexercised options | 89,795 | 112,119 | |||||||||
| Unpriced, unexercised options | 22,970 | 30,900 | |||||||||
| Total backlog | $ | 170,212 | $ | 218,473 | |||||||
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 payroll obligations, 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 by many factors, including capital market liquidity and overall economic conditions.
As stated in Note I—Debt of the Notes to consolidated financial statements included in this Quarterly Report on Form 10-Q, the Company was not in compliance with the covenants of the Senior Revolver as of June 30, 2022 and September 30, 2022. Although the Company entered into the First Amendment, which waived the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio provided for in the Credit Agreement for the quarter ended June 30, 2022, and the Second Amendment, which removed the requirement to comply with the minimum Fixed Charge Coverage ratio, it is currently unable to draw on the Senior Revolver. See Bank of America Senior Revolver section below for more information regarding the First and Second Amendments.
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. The following table details our available liquidity:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Available cash and cash equivalents | $ | 32,184 | $ | 12,632 | |||||||
| Available borrowings from our existing credit facilities | — | — | |||||||||
Total available liquidity | $ | 32,184 | $ | 12,632 | |||||||
The following table summarizes our existing credit facilities:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Convertible Notes | $ | 200,000 | $ | 200,000 | |||||||
| Bank of America Senior Revolver | — | — | |||||||||
| D&O Financing Loan | — | 2,059 | |||||||||
| Total debt | 200,000 | 202,059 | |||||||||
| Less: unamortized issuance costs | 6,216 | 7,682 | |||||||||
| Total debt, net | 193,784 | 194,377 | |||||||||
| Less: current portion | — | 2,059 | |||||||||
| Long-term debt, net | $ | 193,784 | $ | 192,318 | |||||||
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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, were 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, the Conversion Rate Reset described below and in Note I—Debt of the Notes to consolidated financial statements included in this Quarterly Report on Form 10-Q. The Convertible Notes mature on December 15, 2026.
On May 29, 2022, pursuant to the conversion rate adjustment provisions in the Convertible Note indenture, the Conversion Price was adjusted to $10.61 (or 94.2230 shares of common stock per $1,000 principal amount of Convertible Notes) because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the “Conversion Rate Reset”). Subsequent to the Conversion Rate Reset, the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares.
The Convertible Notes require the Company to meet certain financial and other covenants. As of September 30, 2023, the Company was in compliance with all covenants.
As of September 30, 2023, the Company has an outstanding balance of $200.0 million related to the Convertible Notes, which is recorded on the balance sheet net of approximately $6.2 million of unamortized debt issuance costs.
Bank of America Senior Revolver
BigBear.ai is a party to a senior Bank of America Credit Agreement, entered into on December 7, 2021, subsequently amended on November 8, 2022, providing BigBear.ai with a $25.0 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 on December 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 $25.0 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.
The Bank of America Credit Agreement requires BigBear.ai to meet certain financial and other covenants. The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of June 30, 2022, and as a result was unable to draw on the facility. The Company notified Bank of America N.A. of the covenant violation, and on August 9, 2022, entered into the First Amendment, which among other things, waived the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio provided for in the Credit Agreement for the quarter ended June 30, 2022.
The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of September 30, 2022, and as a result was unable to draw on the facility. On November 8, 2022, the Company entered into a Second Amendment to the Bank of America Credit Agreement (the “Second Amendment”), which modifies key terms of the Senior Revolver. As a result of the Second Amendment, funds available under the Senior Revolver are reduced to $25.0 million from $50.0 million, limited to a borrowing base of 90% of Eligible Prime Government Receivables and Eligible Subcontractor Government Receivables, plus 85% of Eligible Commercial Receivables. Additionally, the Second Amendment increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%. Following entry into the Second Amendment, the Senior Revolver no longer is subject to a minimum Fixed Charge Coverage ratio covenant. In order for the facility to become available for borrowings (the “initial availability quarter”), the Company must report Adjusted EBITDA of at least one dollar. Commencing on the first fiscal quarter after the initial availability quarter, the Company is required to have aggregated reported Adjusted EBITDA of at least $1 over the two preceding quarters to maintain its ability to borrow under the Senior Revolver (though the inability to satisfy such condition does not result in a default under the Senior Revolver).
Failure to meet these Adjusted EBITDA requirements is not deemed to be a default but will limit the Company’s ability to make borrowings under the Senior Revolver until such time that the Company is able meet the Adjusted EBITDA thresholds as defined in the Second Amendment. The Company did not meet the Adjusted EBITDA requirement during the nine months ended September 30, 2023, and is unable to draw on the Senior Revolver as of September 30, 2023.
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The Second Amendment removes the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio.
Based on current forecasts, management believes the Company may meet the minimum Adjusted EBITDA requirements of the Bank of America Credit Agreement in future periods and therefore, may be able to draw on the facility in the future. Management performed a cash flow analysis to identify the Company’s projected approximate cash flow and liquidity needs for the next 12 months. Based on the Company’s projected cash flow and liquidity needs, we believe that our cash from operating activities generated from continuing operations during the year will be adequate for the next 12 months to meet our anticipated uses of cash flow, including payroll obligations, working capital, operating lease obligations, capital expenditures and debt service costs, and it is considered unlikely that the Company would require access to draw funds on the Senior Revolver in the foreseeable future.
As of September 30, 2023, the Company had not drawn on the Senior Revolver. Unamortized debt issuance costs of $151 were recorded on the balance sheet and are presented in Other non-current assets.
Refer to Note I—Debt of the Notes to consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.
D&O Financing Loan
On December 8, 2021, the Company entered into a $4,233 loan (the “D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2022. The D&O Financing Loan had an interest rate of 1.50% per annum and a maturity date of December 8, 2022.
On December 8, 2022, the Company entered into a $2,059,000 loan (the “2023 D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2023. The 2023 D&O Financing Loan required an upfront payment of $1,109 and has an interest rate of 5.75% per annum and a maturity date of December 8, 2023.
Cash Flows
The table below summarizes certain information from our consolidated statements of cash flows for the following periods:
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net cash used in operating activities | (18,233) | (38,390) | |||||||||
| Net cash used in investing activities | (2,746) | (5,201) | |||||||||
| Net cash provided by (used in) financing activities | 40,531 | (104,375) | |||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | 19,552 | (147,966) | |||||||||
| Cash and cash equivalents and restricted cash at the beginning of period | 12,632 | 169,921 | |||||||||
| Cash and cash equivalents and restricted cash at the end of the period | $ | 32,184 | $ | 21,955 | |||||||
Operating activities
For the nine months ended September 30, 2023, net cash used in operating activities was $18,233. Net loss before deducting depreciation, amortization and other non-cash items was $18,921 and was further impacted by an unfavorable change in net working capital of $688 which contributed to operating cash flows during this period. The unfavorable change in net working capital was largely driven by a decrease in accounts payable of $6,346 and increases in other liabilities of $1,794 and accounts receivable of $546. These were partially offset by a decrease in prepaid expenses and other assets of $6,181, a decrease in contract assets of $860, and an increase in accrued liabilities of $2,035.
For the nine months ended September 30, 2022, net cash used in operating activities was $38,390. Net loss before deducting depreciation, amortization and other non-cash items was $40,992 and was partially offset by a favorable change in net working capital of $2,602 which contributed to operating cash flows during this period. The favorable change in net working capital was largely driven by a decrease in prepaid and other current assets of $3,549, an increase in accounts payable of $1,946, and an increase in other liabilities of $1,760. These favorable changes were partially offset by an increase in accounts receivable of $2,359, a decrease in accrued liabilities of $993, and a decrease in contract liabilities of $1,004.
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Investing activities
For the nine months ended September 30, 2023, net cash used in investing activities was $2,746, primarily due to capitalization of software development costs of $2,744 and the purchase of property and equipment.
For the nine months ended September 30, 2022, net cash used in investing activities was $5,201, consisting of the net cash used to acquire ProModel Corporation of $4,465 and purchase of property and equipment of $736.
Financing activities
For the nine months ended September 30, 2023, net cash provided by financing activities was $40,531, primarily consisting of the net proceeds from the issuance of the Private Placement and Registered Direct Offering shares of $50,000, offset by the payment of transaction costs associated with the Private Placement and Registered Direct Offering of $5,724, the payment of taxes related to net share settlement of equity awards $2,217, and partial repayment of $2,059 related to the 2023 D&O Financing Loan.
For the nine months ended September 30, 2022, net cash used in financing activities was $104,375, primarily consisting of the purchase of Company shares as a result of settlement of the FPAs of $100,896, and the partial repayment of short-term borrowings of $3,464 related to the D&O Financing Loan.
Critical Accounting Policies and Estimates
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 and expenses 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.
Our critical accounting estimates have not changed materially from those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operation included in our Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023 and subsequently amended on April 7, 2023.
Recent Accounting Pronouncements
See Note B—Summary of Significant Accounting Policies of the consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of recently issued accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our main exposure to market risk relates to changes in the value of our common stock or other instruments that are tied to our common stock including derivative liabilities and convertible debt. Decreases in the value of our common stock have triggered certain reset provisions in our Convertible Notes that are based on the value of our common stock and volume of shares traded during the reset period. On May 29, 2022, pursuant to the Convertible Note indenture, the conversion rate applicable to the Convertible Notes was adjusted to 94.2230 (previously 86.9565) shares of common stock per $1,000 principal amount of Convertible Notes because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the “Conversion Rate Reset”). After giving effect to the Conversion Rate Reset, the conversion price is $10.61 and the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. In addition, the Convertible Notes indenture contains certain “make-whole” provisions pursuant to which, under certain circumstances, the Company must increase the conversion rate and such increase depends, in part, on the price of our common stock. Refer to Note M—Written Put Option and Note I—Debt in the notes to our consolidated financial statements in Item 1 on this Quarterly Report on Form 10-Q for further information.
We are also exposed to market risk related to interest rates. Our financial instruments that are subject to interest rate risk principally include fixed-rate long-term debt and revolving credit, if drawn. As of September 30, 2023, the outstanding principal amount of our debt was $200.0 million, excluding unamortized discounts and issuance costs of $6.2 million.
Inflation affects the way we operate in our target markets. In general, we believe that, over time, we will be able to increase prices to counteract the majority of the inflationary effects of increasing costs and to generate sufficient cash flows to maintain our productive capability. Additionally, many of our long-term contracts have annual rate escalation clauses.
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We have established policies, procedures and internal processes governing our management of market risks and to manage and mitigate our exposure to these risks.
Item 4. Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of March 31, 2022, our disclosure controls and procedures were not effective due to the existence of previously reported material weaknesses in internal control over financial reporting. The material weaknesses were identified and discussed in “Part II - Item 9A - Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022.
Management’s Report on Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022. This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 framework). Based on this assessment, management concluded that material weaknesses exist in our internal control over financial reporting as of December 31, 2022. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements could occur but will not be prevented or detected on a timely basis.
Our Annual Report on Form 10-K did not include an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.
Remediation Efforts to Address Material Weaknesses
Management has and will continue to enhance the risk assessment process and design of internal control over financial reporting which, among other procedures, includes enhancing segregation of duties, enhancing the documentation of the Company’s analysis and conclusions on revenue recognition from contracts with customers, implementing additional IT General Controls, and increasing monitoring and oversight activities. Additionally, management will continue to enhance the documentation of the Company’s analysis and conclusions on revenue recognition from contracts with customers. The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Controls Over Financial Reporting
Other than the steps taken to work towards the remediation of the material weakness identified above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a - 15(d) and 15d - 15(d) of the Exchange Act that occurred during the nine months ended September 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed
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and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, we believe that we have valid defenses with respect to any matters currently pending against us and we intend to vigorously defend against such matters. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on our consolidated balance sheets, statements of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in “Item 1A, Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022. These risks and uncertainties have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks to which we are subject include the factors mentioned under “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
On January 19, 2023, the Company consummated the closing of the Private Placement, pursuant to the terms and conditions of the
Securities Purchase Agreement, and issued the Shares of the Company’s common stock and the Warrants to purchase shares of the Company’s common stock. The purchase price of each Share and associated Warrant was $1.80. The aggregate gross proceeds to the Company from the Private Placement were approximately $25,000,000, before deducting the placement agent fees and other offering expenses payable by the Company. On January 30, 2023, the Company filed a registration statement on Form S-3 (Registration No. 333-269465) to register the securities issued in the Private Placement, which was subsequently declared effective by the SEC on February 13, 2023.
Issuer Purchases of Equity Securities
There were no repurchases of our common stock during the three months ended September 30, 2023.
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Item 6. Exhibits
| Incorporated by Reference | |||||||||||||||||||||||
| Exhibit Number | Description of Exhibits | Form | Date Filed | File Number | Original Exhibit Number | Filed Herewith | Furnished Herewith | ||||||||||||||||
| 1.1 | 8-K | 6/12/2023 | 001-40031 | 1.1 | |||||||||||||||||||
2.1 | 8-K | 11/6/2023 | 001-40031 | 2.1 | |||||||||||||||||||
| 4.1 | 8-K | 6/12/2023 | 001-40031 | 4.1 | |||||||||||||||||||
| 10.1 | 8-K | 5/9/2023 | 001-40031 | 10.1 | |||||||||||||||||||
| 10.2 | 10-Q | 8/10/2023 | 001-40031 | 10.1 | |||||||||||||||||||
| 10.3 | 8-K | 11/6/2023 | 001-40031 | 10.1 | |||||||||||||||||||
| 31.1 | X | ||||||||||||||||||||||
| 31.2 | X | ||||||||||||||||||||||
| 32.1 | X | ||||||||||||||||||||||
| 32.2 | X | ||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | |||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | X | |||||||||||||||||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, BigBear.ai Holdings, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 9, 2023 | By: | /s/ Amanda Long | ||||||
| Name | Amanda Long | |||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||||
Date: November 9, 2023 | By: | /s/ Julie Peffer | ||||||
| Name | Julie Peffer | |||||||
| Title: | Chief Financial Officer (Principal Financial Officer) | |||||||
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