Delaware |
7372 |
85-4164597 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Timothy Cruickshank, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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F-1 |
• | Time to Value : The ability to assemble pre-configured analytics without coding, and gain access to a wide range of curated data that has been normalized and distilled “out of the box”, dramatically accelerates deployment and time to value. What typically requires months of set up with other decision support tools takes a fraction of time with BigBear.ai products, and users can gain value within minutes of initial login. |
• | Business Scope : Our products simplify the complexity that prevents broad adoption of AI-based analytics across business operations and industries. Support for imperfect, diverse data sources enhanced with AI/ML enhances the scope of questions (decisions) that can be addressed, while interactive visualization tools expose and explain new insights in ways non-technical people can easily use. |
• | Decision Confidence : The unique combination of data enrichment, insight discovery, comprehensive if-then analysis, and goal-oriented advice provides organizations with a level of certainty in their decision-making, courses of action, and outcomes that they can’t experience with typical analytics products. |
• | Higher ROI : Through our SaaS offering, customers can scale their usage cost-effectively based on their data and/or processing needs, avoiding the equipment and maintenance costs associated with on-premise solutions. Further, our products are highly interoperable and easily integrated due to our modular platform architecture, so customers can leverage and build on prior technology investments, adding our powerful decision support capabilities to enhance existing operational or business intelligence systems. |
(1) | MarketsAndMarkets, Inc., May, 2021. |
(1) | Additive Technology: The potential to acquire technology that can accelerate growth in a specific commercial market. This can include new or proprietary data sets, market-specific analytics, and novel AI/ML approaches that improve the overall impact of our products. |
(2) | Market Access: The opportunity to gain a strategic foothold in a high-growth market, thus immediately accelerating our growth in that space. |
1. | Evolving our platform to a fully SaaS, mid-market-friendly offering |
2. | Incorporating new, market-specific data sources into our data curation catalog and processes |
3. | Creating new analytics modules and workflows for targeted vertical market use cases |
4. | Optimizing our guidance capabilities for new business drivers, such as resource allocation/optimization and revenue-generating courses of action |
5. | Expanding our cloud infrastructure to support commercial application development |
• | platform agility and product functionality |
• | data security, privacy, and regulatory compliance |
• | ease and speed of adoption, use, and deployment |
• | product innovation and roadmap |
• | pricing and cost structures |
• | customer experience, including technical support and education |
• | brand awareness and reputation |
• | track record of success in complex environments |
• | our limited operating history as a combined company makes it difficult to evaluate our current business and future prospects; |
• | the impact of health epidemics, including the COVID-19 pandemic, on our business, financial condition, growth and the actions we may take in response thereto; |
• | the high degree of uncertainty of the level of demand for and market utilization of our solutions and products; |
• | substantial regulation and the potential for unfavorable changes to, or failure by us to comply with, these regulations, which could substantially harm our business and operating results; |
• | our dependency upon third-party service providers for certain technologies; |
• | increases in costs, disruption of supply or shortage of materials, which could harm our business; |
• | developments and projections relating to our competitors and industry; |
• | the unavailability, reduction or elimination of government and economic incentives, which could have a material adverse effect on our business, prospects, financial condition and operating results; |
• | our management team’s limited experience managing a public company; |
• | the possibility of our need to defend ourselves against fines, penalties and injunctions if we are determined to be promoting products for unapproved uses; |
• | concentration of ownership among our existing executive officers, directors and their respective affiliates, which may prevent new investors from influencing significant corporate decisions; |
• | if the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the potential for the market price of our securities to decline; |
• | the risk that the Business Combination disrupts current plans and operations of our business as a result of consummation of the transactions described herein; |
• | the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations; and |
• | other factors detailed under the section entitled “ Risk Factors |
Issuer |
BigBear.ai Holdings, Inc. |
Shares of Common Stock Offered by the Selling Stockholders |
Up to 113,250,000 shares. |
Outstanding shares of Common Stock |
127,113,451 shares (as of June 16, 2022). |
Use of Proceeds |
We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. |
Market for Common Stock |
Our Common Stock is currently traded on the NYSE under the symbol “BBAI.” |
Risk Factors |
See “ Risk Factors |
• | our limited operating history as a combined company, which makes it difficult to evaluate our current business and future prospects; |
• | our ability to sustain our revenue growth in the future; |
• | our ability to execute our strategy to grow our business and increase our sales and the number and types of markets we compete in; |
• | the length of our sales cycle and the time and expense associated with it; |
• | our ability to grow our customer base and to expand our relationships with our existing customers, including with our government customers; |
• | our reliance on customers in the public/government sector; |
• | the market and our customers accepting and adopting our products, including our future new product offerings; |
• | the impact of health epidemics, including the COVID-19 pandemic, on our business, financial condition, growth, and the actions we may take in response thereto; |
• | competition in our industry; |
• | our ability to gain contracts on favorable terms, including with our government customers; |
• | our ability to grow, maintain and enhance our brand and reputation; |
• | risks related to security and our technology, including cybersecurity; |
• | our ability to maintain competitive pricing for our products; |
• | our ability to secure financing necessary to operate and grow our business as planned, including through acquisitions; |
• | the high degree of uncertainty of the level of demand for, and market utilization of, our solutions and products; |
• | substantial regulation and the potential for unfavorable changes to, or failure by us to comply with, these regulations, which could substantially harm our business and operating results; |
• | our dependency upon third-party service providers for certain technologies; |
• | increases in costs, disruption of supply or shortage of materials, which could harm our business; |
• | developments and projections relating to our competitors and industry; |
• | the unavailability, reduction or elimination of government and economic incentives, which could have a material adverse effect on our business, prospects, financial condition and operating results; |
• | our existing debt and our ability to refinance it on more favorable terms; |
• | our management team’s limited experience managing a public company; |
• | our ability to hire, retain, train and motivate qualified personnel and senior management and ability to deploy our personnel and resources to meet customer demand; |
• | our ability to successfully execute future joint ventures, channel sales relationships, platform partnerships, strategic alliances and subcontracting opportunities; |
• | our ability to grow through acquisitions and successfully integrate any such acquisitions; |
• | our ability to successfully maintain, protect, enforce and grow our intellectual property rights; |
• | our compliance with governmental laws, trade controls, customs requirements and other regulations we are subject to; |
• | the possibility of our need to defend ourselves against fines, penalties and injunctions if we are determined to be promoting products for unapproved uses or otherwise found to have violated a law or regulation; |
• | concentration of ownership among our existing executive officers, directors and their respective affiliates, which may prevent new investors from influencing significant corporate decisions; |
• | the effect of economic downturns, depressions and recessions; |
• | if the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the potential for the market price of our securities to decline; |
• | the risk that the Business Combination disrupted current plans and operations of our business as a result of consummation of the transactions described herein; and |
• | the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations. |
• | the success of our sales and marketing efforts, including the success of pilot deployments; |
• | our ability to increase our margins; |
• | the timing of expenses and revenue recognition; |
• | the timing and amount of payments received from our customers; |
• | termination of one or more large contracts by customers, including for convenience; |
• | the time- and cost-intensive nature of our sales efforts and the length and variability of sales cycles; |
• | the amount and timing of operating expenses related to the maintenance and expansion of our business and operations; |
• | the timing and effectiveness of new sales and marketing initiatives; |
• | changes in our pricing policies or those of our competitors; |
• | the timing and success of new products, features, and functionality introduced by us or our competitors; |
• | cyberattacks and other actual or perceived data or security breaches; |
• | our ability to hire and retain employees, in particular, those responsible for the development, operations and maintenance, and selling or marketing of our software; and our ability to develop and retain talented sales personnel who are able to achieve desired productivity levels in a reasonable period of time and provide sales leadership in areas in which we are expanding our sales and marketing efforts; |
• | the amount and timing of our stock-based compensation expenses; |
• | changes in the way we organize and compensate our sales teams; |
• | changes in the way we operate and maintain our software; |
• | changes in the competitive dynamics of our industry; |
• | the cost of and potential outcomes of future claims or litigation, which could have a material adverse effect on our business; |
• | changes in laws and regulations that impact our business, such as the Federal Acquisition Streamlining Act of 1994 (“ FASA |
• | indemnification payments to our customers or other third parties; |
• | ability to scale our business with increasing demands; |
• | the timing of expenses related to any future acquisitions; and |
• | general economic, regulatory, and market conditions, including the impact of the COVID-19 pandemic and international affairs such as the escalation of hostilities between Russia and Ukraine which may cause financial market volatility. |
• | our failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion; |
• | product defects, errors, or failures or our inability to satisfy customer service level requirements; |
• | negative publicity or negative private statements about the security, performance, or effectiveness of our software or product enhancements; |
• | delays in releasing to the market our new offerings or enhancements to our existing offerings, including new product modules; |
• | introduction or anticipated introduction of competing software or functionalities by our competitors; |
• | inability of our software or product enhancements to scale and perform to meet customer demands; |
• | receiving qualified or adverse opinions in connection with security or penetration testing, certifications or audits, such as those related to IT controls and security standards and frameworks or compliance; |
• | poor business conditions for our customers, causing them to delay software purchases; |
• | reluctance of customers to purchase proprietary software products; |
• | reluctance of our customers to purchase products hosted by our vendors and/or service interruption from such providers; and |
• | reluctance of customers to purchase products incorporating open source software. |
• | cause certain customers to cease doing business with us; |
• | impair our ability to attract new customers, or to expand our relationships with existing customers; |
• | diminish our ability to hire or retain employees; |
• | undermine our standing in professional communities to which we contribute and from which we receive expert knowledge; or |
• | prompt us to cease doing business with certain customers. |
• | greater name recognition, longer operating histories, and larger customer bases; |
• | larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products; |
• | broader, deeper, or otherwise more established relationships with technology, channel and distribution partners, and customers; |
• | wider geographic presence or greater access to larger potential customer bases; |
• | greater focus in specific geographies; |
• | lower labor and research and development costs; |
• | larger and more mature intellectual property portfolios; and |
• | substantially greater financial, technical, and other resources to provide services, to make acquisitions, and to develop and introduce new products and capabilities. |
• | increased leverage held by large customers in negotiating contractual arrangements with us; |
• | changes in key decision makers within these organizations that may negatively impact our ability to negotiate in the future; |
• | customer IT departments may perceive that our software and services pose a threat to their internal control and advocate for legacy or internally developed solutions over our software; |
• | resources may be spent on a potential customer that ultimately elects not to purchase our software and services; |
• | more stringent requirements in our service contracts, including stricter service response times, and increased penalties for any failure to meet service requirements; |
• | increased competition from larger competitors, such as defense contractors, system integrators, or large software and service companies that traditionally target large enterprises and government entities and that may already have purchase commitments from those customers; and |
• | less predictability in completing some of our sales than we have with smaller customers. |
• | develop new products, features, capabilities, and enhancements; |
• | continue to expand our product development, sales, and marketing organizations; |
• | hire, train, and retain employees; |
• | respond to competitive pressures or unanticipated working capital requirements; or |
• | pursue acquisition or other growth opportunities. |
• | create liens on certain assets; |
• | incur additional debt or issue new equity; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and |
• | sell certain assets. |
• | an acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; |
• | costs and potential difficulties associated with the requirement to test and assimilate the internal control processes of the acquired business; |
• | we may encounter difficulties or unforeseen expenditures assimilating or integrating the businesses, technologies, infrastructure, products, personnel, or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us or if we are unable to retain key personnel, if their technology is not easily adapted to work with ours, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise; |
• | we may not realize the expected benefits of the acquisition; |
• | an acquisition may disrupt our ongoing business, divert resources, increase our expenses, and distract our management; |
• | an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company; |
• | the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another company or business that competes with or otherwise is incompatible with those existing relationships; |
• | the potential that our due diligence of the acquired company or business does not identify significant problems or liabilities, or that we underestimate the costs and effects of identified liabilities; |
• | exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to claims from former employees, customers, or other third parties, which may differ from or be more significant than the risks our business faces; |
• | potential goodwill impairment charges related to acquisitions; |
• | we may encounter difficulties in, or may be unable to, successfully sell any acquired products; |
• | an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; |
• | an acquisition may require us to comply with additional laws and regulations, or to engage in substantial remediation efforts to cause the acquired company to comply with applicable laws or regulations, or result in liabilities resulting from the acquired company’s failure to comply with applicable laws or regulations; |
• | our use of cash to pay for an acquisition would limit other potential uses for our cash; |
• | if we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and |
• | to the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease. |
• | changes in fiscal or contracting policies or decreases in available government funding; |
• | changes in government programs or applicable requirements; |
• | restrictions in the grant of personnel security clearances to our employees; |
• | ability to maintain facility clearances required to perform on classified contracts for U.S. federal government agencies; |
• | changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; |
• | changes in the government’s attitude towards the capabilities that we offer, especially in the areas of national defense, cybersecurity, and critical infrastructure, including the financial, energy, telecommunications, and healthcare sectors; |
• | changes in the government’s attitude towards us as a company or our software as a viable or acceptable software solution; |
• | appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; |
• | the adoption of new laws or regulations or changes to existing laws or regulations; |
• | budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; |
• | influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; |
• | changes in political or social attitudes with respect to security or data privacy issues; |
• | potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the COVID-19 outbreak; and |
• | increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our subcontractors. |
• | specialized disclosure and accounting requirements unique to government contracts; |
• | financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; |
• | public disclosures of certain contract and company information; and |
• | mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements. |
• | terminate existing contracts for convenience with short notice; |
• | reduce orders under or otherwise modify contracts; |
• | for contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not complete, accurate, and current; |
• | for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; |
• | cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; |
• | decline to exercise an option to renew a multi-year contract or issue task orders in connection with indefinite delivery/indefinite quantity (“ IDIQ |
• | claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; |
• | prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors, or the existence of conflicting roles that might bias a contractor’s judgment; |
• | subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract; |
• | suspend or debar us from doing business with the applicable government agency; and |
• | control or prohibit the export of our services. |
• | a limited availability of market quotations for our securities; |
• | a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our Common Stock; |
• | being required to repurchase the 2026 Convertible Notes at a price equal to the principal amount plus accrued and unpaid interest; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of the release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; or |
• | lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in the market’s expectations about our operating results; |
• | success of competitors; |
• | our operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning us or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to us; |
• | our ability to market new and enhanced services and products on a timely basis; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our securities available for public sale; |
• | any major change in the board or management; |
• | sales of substantial amounts of Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
• | no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
• | a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the Board; |
• | the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and |
• | the requirement that a meeting of stockholders may only be called by members of our Board or the stockholders holding a majority of our shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors. |
• | that a majority of the board consists of independent directors; |
• | for an annual performance evaluation of the nominating and corporate governance and compensation committees; |
• | that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. |
• | Time to Value : The ability to assemble pre-configured analytics without coding, and gain access to a wide range of curated data that has been normalized and distilled “out of the box”, dramatically accelerates deployment and time to value. What typically requires months of set up with other decision support tools takes a fraction of time with BigBear.ai products, and users can gain value within minutes of initial login. |
• | Business Scope : Our products simplify the complexity that prevents broad adoption of AI-based analytics across business operations and industries. Support for imperfect, diverse data sources enhanced with AI/ML enhances the scope of questions (decisions) that can be addressed, while interactive visualization tools expose and explain new insights in ways non-technical people can easily use. |
• | Decision Confidence : The unique combination of data enrichment, insight discovery, comprehensive if-then analysis, and goal-oriented advice provides organizations with a level of certainty in their decision-making, courses of action, and outcomes that they can’t experience with typical analytics products. |
• | Higher ROI : Through our SaaS offering, customers can scale their usage cost-effectively based on their data and/or processing needs, avoiding the equipment and maintenance costs associated with on-premise solutions. Further, our products are highly interoperable and easily integrated due to our modular platform architecture, so customers can leverage and build on prior technology investments, adding our powerful decision support capabilities to enhance existing operational or business intelligence systems. |
(1) | MarketsAndMarkets, Inc., May, 2021. |
(1) | Additive Technology: The potential to acquire technology that can accelerate growth in a specific commercial market. This can include new or proprietary data sets, market-specific analytics, and novel AI/ML approaches that improve the overall impact of our products. |
(2) | Market Access: The opportunity to gain a strategic foothold in a high-growth market, thus immediately accelerating our growth in that space. |
1. | Evolving our platform to a fully SaaS, mid-market-friendly offering |
2. | Incorporating new, market-specific data sources into our data curation catalog and processes |
3. | Creating new analytics modules and workflows for targeted vertical market use cases |
4. | Optimizing our guidance capabilities for new business drivers, such as resource allocation/optimization and revenue-generating courses of action |
5. | Expanding our cloud infrastructure to support commercial application development |
• | platform agility and product functionality |
• | data security, privacy, and regulatory compliance |
• | ease and speed of adoption, use, and deployment |
• | product innovation and roadmap |
• | pricing and cost structures |
• | customer experience, including technical support and education |
• | brand awareness and reputation |
• | track record of success in complex environments |
• | Dr. Louis R. Brothers, Chief Executive Officer; |
• | Joshua Kinley, Chief Financial Officer; |
• | Brian Frutchey, Chief Technology Officer; and |
• | Sean Battle, Former Chief Strategy Officer. |
Name and Principal Position |
Year |
Salary |
Bonus (3) |
Stock Awards (4) |
Option Awards (6) |
All Other Compensation (11) |
Total |
|||||||||||||||||||
Dr. Louis R. Brothers, |
2021 | $ | 312,921 | $ | 227,500 | $ | 401,200 | $ | 8,306,478 | (7) |
$ | 25,962 | $ | 9,274,061 | ||||||||||||
Chief Executive Officer |
2020 | $ | 159,231 | $ | 245,000 | — | — | $ | 404,231 | |||||||||||||||||
Joshua Kinley, (1) |
2021 | $ | 305,489 | $ | 105,000 | $ | 175,525 | $ | 3,471,897 | (8) |
$ | 18,125 | $ | 4,076,036 | ||||||||||||
Chief Financial Officer |
2020 | $ | 429,865 | — | — | $ | 56,824 | $ | 486,689 | |||||||||||||||||
Brian Frutchey, |
2021 | $ | 253,996 | $ | 114,000 | $ | 122,241 | $ | 1,975,388 | (9) |
$ | 18,393 | $ | 2,484,018 | ||||||||||||
Chief Technology Officer |
||||||||||||||||||||||||||
Sean Battle, (2) |
2021 | $ | 320,716 | $ | 110,250 | $ | 130,390 | (4) |
$ | 7,342,000 | (10) |
$ | 24,652 | $ | 7,928,008 | |||||||||||
Chief Strategy Officer |
2020 | $ | 432,867 | — | — | $ | 48,410 | $ | 481,277 |
(1) | Joshua Kinley resigned from his position as Chief Financial Officer, effective June 13, 2022 and continues to serve as Chief Corporate Development Officer. |
(2) | Sean Battle resigned from his position as Chief Strategy Officer, effective December 7, 2021 and ceased to be an employee of BigBear as of that date. |
(3) | For 2021, the amounts reported in the Bonus column represent each applicable Named Executive Officer’s discretionary annual incentive bonus earned for fiscal year 2021. |
(4) | The amounts reported in the Stock Awards column represent the grant date fair value of restricted stock units with respect to Big Bear common stock (the “ RSUs ASC 718 Narrative Disclosure to Summary Compensation Table—Restricted Stock Units |
below for additional details. While the RSUs were treated as “granted” in 2021 for accounting purposes, for Section 16 reporting purposes, the grants were contingent upon, and effective as of, the filing of our registration statement on Form S-8 registering shares to be issues pursuant to awards under our 2021 Long Term Incentive Plan (the “Plan |
(5) | Amounts for Sean Battle represent RSUs granted for his services as a non-employee director following his resignation effective December 7, 2021. |
(6) | The amounts reported in the Option Awards column represent the grant date fair value of stock options with respect to Big Bear common stock and Class B Units in PCISM Ultimate Holdings (the “ Incentive Units Narrative Disclosure to Summary Compensation Table—Incentive Unit Awards Narrative Disclosure to Summary Compensation Table—Stock Option Awards |
(7) | For Dr. Brothers, this number consists of $521,478, which is the grant date fair value of the stock options granted in 2021 and $7,785,000, which is the grant date fair value of the Incentive Units granted to him in 2021. |
(8) | For Mr. Kinley, this number consists of $228,147, which is the grant date fair value of the stock options granted in 2021 and $3,243,750, which is the grant date fair value of the Incentive Units granted to him in 2021. |
(9) | For Mr. Frutchey, this number consists of $158,888, which is the grant date fair value of the stock options granted in 2021 and $1,816,500, which is the grant date fair value of the Incentive Units granted to him in 2021. |
(10) | For Mr. Battle, this number consists of $5,190,000, which is the grant date fair value of the Incentive Units granted in 2021 and $2,152,000, which is the incremental increase in value associated with a modification to Mr. Battle’s tranche II Incentive Units resulting from the acceleration of certain ASC 718 vesting conditions in connection with his termination of employment. |
(11) | The amounts reported in the “All Other Compensation” column for the fiscal year ended December 31, 2021 consist of the following: |
Name |
Company 401(k) Matching Contributions (a) |
Car Allowance (b) |
Director Compensation Fees (c) |
|||||||||
Dr. Louis R. Brothers |
$ | 13,050 | $ | 12,912 | $ | — | ||||||
Joshua Kinley |
$ | 18,125 | $ | — | $ | — | ||||||
Brian Frutchey |
$ | 18,393 | $ | — | $ | — | ||||||
Sean Battle |
$ | 18,488 | $ | — | $ | 6,164 |
(a) | See below under “ —Additional Narrative Disclosure—Retirement Benefits |
(b) | Represents the Company’s payment of a stipend for car expenses available only to Dr. Brothers. |
(c) | Represents director fees payable to Mr. Battle for his services as a non-employee director following the termination of his employment. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable (6) |
Number of Securities Underlying Unexercised Options (#) Unexercisable (7) |
Option Exercise Price ($) (8) |
Option Expiration Date (8) |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (9) |
|||||||||||||||||||||
Dr. Louis R. Brothers |
2/16/2021 | (1)(2) |
900,000 | 600,000 | N/A | N/A | — | — | ||||||||||||||||||||
12/07/2021 | (3) |
— | 100,000 | $9.99 | 12/07/2031 | — | — | |||||||||||||||||||||
12/07/2021 | (4) |
40,000 | $226,400 | |||||||||||||||||||||||||
Joshua Kinley |
2/16/2021 | (1)(2) |
375,000 | 250,000 | N/A | N/A | — | — | ||||||||||||||||||||
12/07/2021 | (3) |
— | 43,750 | $9.99 | 12/07/2031 | — | — | |||||||||||||||||||||
12/07/2021 | (4) |
17,500 | $99,050 | |||||||||||||||||||||||||
Brian Frutchey |
2/16/2021 | (1)(2) |
210,000 | 140,000 | N/A | N/A | — | — | ||||||||||||||||||||
12/07/2021 | (3) |
— | 30,469 | $9.99 | 12/07/2031 | — | — | |||||||||||||||||||||
12/07/2021 | (4) |
12,188 | $68,981 | |||||||||||||||||||||||||
Sean Battle |
2/16/2021 | (1)(2) |
600,000 | 400,000 | N/A | N/A | — | — | ||||||||||||||||||||
12/07/2021 | (5) |
13,000 | $73,580 |
(1) | Reflects information regarding Incentive Units granted to our Named Executive Officers that were outstanding as of December 31, 2021. The Incentive Units represent membership interests in PCISM Ultimate Holdings that are intended to constitute “profits interests” for federal income tax purposes. Despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” For more information on the Incentive Units, see “Narrative Disclosure to Summary Compensation Table—Incentive Unit Awards |
(2) | Each of the Named Executive Officers was granted an award of Incentive Units on February 16, 2021. Under the terms of the applicable award documentation, the Incentive Units were initially divided into three tranches: Tranche I Incentive Units, Tranche II Incentive Units and Tranche III Incentive Units. In connection with the closing of the Business Combination, the Board took action to accelerate the vesting of the Tranche I and Tranche III Units. Tranche II Incentive Units will fully performance-vest once certain investor return thresholds are met (see “ Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control |
(3) | Reflects information regarding stock options granted to our Named Executive Officers that were outstanding as of December 31, 2021. These stock options vest in installments of 25% on each of December 7, 2022, December 7, 2023, December 7, 2024 and December 7, 2025, subject to the Named Executive Officer’s continued employment through each vesting date. For more information on these stock options, see “ Narrative Disclosure to Summary Compensation Table—Stock Option Awards |
(4) | Each of our Named Executive Officers, other than Mr. Battle, was granted RSUs under the Plan that vest in installments of 25% on each of December 7, 2022, December 7, 2023, December 7, 2024 and December 7, 2025, subject to the Named Executive Officer’s continued employment through each vesting date. For more information on these RSUs, see “ Narrative Disclosure to Summary Compensation Table—Restricted Stock Units |
(5) | Mr. Battle was granted RSUs under the Plan that vest in full on December 7, 2022, subject to his continued services as a non-employee director through such date. For more information on these RSUs, see “Narrative Disclosure to Summary Compensation Table—Restricted Stock Units |
(6) | For grants of Incentive Units, amounts in this column reflect the number of Tranche I and Tranche III Incentive Units, which were all fully vested as of December 31, 2021. |
(7) | For grants of Incentive Units, amounts in this column reflect the number of Tranche II Incentive Units that are all unvested as of December 31, 2021. |
(8) | The Incentive Units are not traditional stock options and, therefore, do not have an exercise price or option expiration date associated with them. |
(9) | Calculated by multiplying the number of RSUs that have not vested by the closing price of the Company’s common stock as reported on the NYSE on December 31, 2021 of $5.66. |
Name |
Fees Earned or Paid in Cash ($) (2) |
Stock Awards($) (5) |
Total ($) |
|||||||||
Pamela Braden |
$ | 6,230 | $ | 130,390 | $ | 136,620 | ||||||
Peter Cannito |
$ | 21,045 | (3) |
$ | 180,390 | $ | 201,435 | |||||
Dr. Raluca Dinu |
$ | 6,230 | $ | 130,390 | $ | 136,620 | ||||||
Paul Fulchino |
$ | 15,385 | (4) |
$ | 167,890 | $ | 183,275 | |||||
Jeffrey Hart (1) |
$ | 6,295 | $ | 130,390 | $ | 136,685 | ||||||
Dorothy D. Hayes |
$ | 6,557 | $ | 130,390 | $ | 136,947 | ||||||
Raanan I. Horowitz |
$ | 6,230 | $ | 130,390 | $ | 136,620 | ||||||
Dr. Avi Katz |
$ | 6,295 | $ | 130,390 | $ | 136,685 | ||||||
Kirk Konert (1) |
$ | 6,393 | $ | 130,390 | $ | 136,783 |
(1) | Pursuant to assignment agreements, Messrs. Hart and Konert have transferred all of their beneficial interests in their board fees and RSUs to AE Industrial Partners, LP. |
(2) | The amounts in this column represent the portion of quarterly fees attributable to board service in the 2021 fiscal year. |
(3) | Consists of $13,832 earned by Mr. Cannito in respect of his service on the Board prior to the Business Combination and $7,213 earned by Mr. Cannito in respect of his service on the Board following the Business Combination. |
(4) | Consists of $9,221 earned by Mr. Fulchino in respect of his service on the Board prior to the Business Combination and $6,164 earned by Mr. Fulchino in respect of his service on the Board following the Business Combination. |
(5) | The amounts in this column represent the aggregate grant date fair value of RSUs granted in the 2021 fiscal year equal to $130,390 to each non-employee director. The assumptions used in calculating the grant date fair value of the awards reported pursuant to ASC 718 are set forth in Note Q - Equity-Based Compensation to the consolidated financial statements for the year ended December 31, 2021. The RSUs vest on the one-year anniversary of the grant date, subject to the director’s continued service on the Board. While the RSUs were not granted for Section 16 reporting purposes until 2022, they were treated as granted for purposes of ASC 718 when they were approved in 2021 and are therefore included in this disclosure. In addition to the RSUs, for their service on the Board prior to the Business Combination, each of Messrs. Cannito and Fulchino elected to receive a portion of such amounts in the form of fully vested Class A common units in PCISM Ultimate Holdings. The amounts for Messrs. Cannito and Fulchino in this column include the grant date fair value of Class A common units as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 equal to $50,000 for Mr. Cannito and $37,500 for Mr. Fulchino. |
Position |
Annual Retainer |
|||
Non-Employee Chair of the Board: |
$ | 20,000 | ||
Audit Committee Chair: |
$ | 10,000 | ||
Audit Committee Member: |
$ | 5,000 | ||
Compensation Committee Chair: |
$ | 7,500 | ||
Compensation Committee Member: |
$ | 6,000 | ||
Nominating and Governance Committee Chair: |
$ | 5,000 | ||
Nominating and Governance Committee Member: |
$ | 4,000 | ||
|
|
• | Business Overview : |
• | Recent Developments : |
• | Results of Operations : |
• | for the three months ended March 31, 2022 (the “ 2022 Interim Period 2021 Interim Period |
• | the year ended December 31, 2021 (the “ Successor 2021 Period”) |
• | the period from May 22, 2020 through December 31, 2020 (the “ Successor 2020 Period” |
• | the period from January 1, 2020 through October 22, 2020 (the “ Predecessor 2020 Period”) |
• | the year ended December 31, 2019 (the “ Predecessor 2019 Period” |
• | the year ended December 31, 2020 after giving effect to each acquisition as if each had been completed as of January 1, 2020 (the “ Successor 2020 Pro Forma Period |
• | Liquidity and Capital Resources : |
• | Critical Accounting Policies and Estimates |
• | it provides us with opportunities to interact directly with our customers and build intimate customer relationships; |
• | it allows us to work alongside our customers and understand their needs so that we can better tailor agile solutions to meet those needs as mission objectives evolve; |
• | it grants access to real operational environments where we can test current and future technology-enabled solutions; |
• | it offers insights into the future technology needs of our customers, which helps inform our investment in research and development and the design of new offerings; and |
• | it presents unique and complex challenges that require us to operationalize the latest breakthroughs in AI/ML technologies and push the envelope in terms of flexibility and scale. |
• | entered into a one-year contract with the Defense Intelligence Agency to develop a force element tracking and identity platform utilizing Machine Assisted Rapid Repository Services solution; |
• | awarded the five-year, single award TACTICALCRUISER contract by the United States Cyber Command; |
• | entered into a memorandum of understanding with Redwire Corporation for the development of advanced cyber resiliency capabilities for future space missions; |
• | awarded one of two Global Force Information Management Phase 1 Prototype contracts by the United States Army; |
• | entered into a three-year commercial partnership with Terran Orbital to support manufacturing and supply chain optimization, constellation tasking optimization, space situational awareness analytics, and sensor exploitation to identify relevant insights; and |
• | entered into a multi-year commercial partnership with Virgin Orbit for the real-time deployment of AI-powered software for mobile assets in the field; the development of applications that can identify objects, analyze ground material, map land and monitor climate in space; and the use of innovative products that fuse data from multiple intelligence data. |
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Revenues |
$ | 36,390 | $ | 35,570 | ||||
Cost of revenues |
26,523 | 25,290 | ||||||
|
|
|
|
|||||
Gross margin |
9,867 |
10,280 |
||||||
Operating expenses: |
||||||||
Selling, general and administrative |
22,020 | 10,114 | ||||||
Research and development |
2,874 | 928 | ||||||
Transaction expenses |
1,399 | — | ||||||
|
|
|
|
|||||
Operating loss |
(16,426 |
) |
(762 |
) | ||||
Net decrease in fair value of derivatives |
(1,263 | ) | — | |||||
Interest expense |
3,555 | 1,860 | ||||||
Other expense (income) |
30 | (1 | ) | |||||
|
|
|
|
|||||
Loss before taxes |
(18,748 |
) |
(2,621 |
) | ||||
Income tax expense (benefit) |
77 | (184 | ) | |||||
|
|
|
|
|||||
Net loss |
$ |
(18,825 |
) |
$ |
(2,437 |
) | ||
|
|
|
|
Three Months Ended March 31, |
Change |
|||||||||||||||
2022 |
2021 |
Amount |
% |
|||||||||||||
Revenues |
||||||||||||||||
Cyber & Engineering |
$ | 17,333 | $ | 18,559 | $ | (1,226 | ) | (6.6 | )% | |||||||
Analytics |
19,057 | 17,011 | 2,046 | 12.0 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Revenues |
$ |
36,390 |
$ |
35,570 |
$ |
820 |
2.3 |
% | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
Change |
|||||||||||||||
2022 |
2021 |
Amount |
% |
|||||||||||||
Cost of revenues |
||||||||||||||||
Cyber & Engineering |
$ | 14,048 | $ | 14,911 | $ | (863 | ) | (5.8 | )% | |||||||
Analytics |
12,475 | 10,379 | 2,096 | 20.2 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cost of revenues |
$ |
26,523 |
$ |
25,290 |
$ |
1,233 |
4.9 |
% | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cost of revenues as a percentage of revenues |
||||||||||||||||
Cyber & Engineering |
81 |
% |
80 |
% |
||||||||||||
Analytics |
65 |
% |
61 |
% |
||||||||||||
|
|
|
|
Three Months Ended March 31, |
Change |
|||||||||||||||
2022 |
2021 |
Amount |
% |
|||||||||||||
SG&A |
$ | 22,020 | $ | 10,114 | $ | 11,906 | 117.7 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
SG&A as a percentage of revenues |
61 |
% |
28 |
% |
Three Months Ended March 31, |
Change |
|||||||||||||||
2022 |
2021 |
Amount |
% |
|||||||||||||
Research and development |
$ | 2,874 | $ | 928 | $ | 1,946 | 209.7 | % | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Transaction expenses |
$ | 1,399 | $ | — | ||||
|
|
|
|
Three Months Ended March 31, |
Change |
|||||||||||||||
2022 |
2021 |
Amount |
% |
|||||||||||||
Interest expense |
$ | 3,555 | $ | 1,860 | $ | 1,695 | 91.1 | % | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
Change |
|||||||||||||||
2022 |
2021 |
Amount |
% |
|||||||||||||
Income tax expense (benefit) |
$ | 77 | $ | (184 | ) | $ | 261 | 141.8 | % | |||||||
|
|
|
|
|
|
|
|
|||||||||
Effective tax rate |
(0.4 | )% | 7.0 | % |
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Net loss |
$ | (18,825 | ) | $ | (2,437 | ) | ||
Interest expense |
3,555 | 1,860 | ||||||
Income tax expense (benefit) |
77 | (184 | ) | |||||
Depreciation and amortization |
1,772 | 1,921 | ||||||
|
|
|
|
|||||
EBITDA |
(13,421 | ) | 1,160 | |||||
Adjustments: |
||||||||
Equity-based compensation 1 |
3,858 | 25 | ||||||
Net decrease in fair value of derivatives 2 |
(1,263 | ) | — | |||||
Capital market advisory fees 3 |
703 | 1,540 | ||||||
Non-recurring integration costs 4 |
2,375 | — | ||||||
Commercial start-up costs 5 |
3,427 | — | ||||||
Transaction expenses 6 |
1,399 | — | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ |
(2,922 |
) |
$ |
2,725 |
|||
|
|
|
|
1 |
Equity-based compensation includes approximately $2.7 million related to legacy equity compensation plans. |
2 |
The decrease in fair value of derivatives primarily relates to the changes in the fair value of certain Forward Share Purchase Agreements (FPAs) that were entered into prior to the closing of the Business Combination and were fully settled during the first quarter of 2022. |
3 |
The Company incurred capital market and advisory fees related to advisors assisting with the Business Combination. |
4 |
Non-recurring internal integration costs related to the Business Combination. |
5 |
Commercial start-up costs includes certain non-recurring expenses associated with tailoring the Company’s software products for commercial customers and use cases. |
6 |
Transaction expenses related to the acquisition of ProModel Corporation, which closed on April 7, 2022. |
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Net cash (used in) provided by operating activities |
$ | (7,529 | ) | $ | 893 | |||
Capital expenditures, net |
(359 | ) | (170 | ) | ||||
|
|
|
|
|||||
Free cash flow |
$ |
(7,888 |
) |
$ |
723 |
|||
|
|
|
|
• | The results of operations for the Successor 2021 Period include the results of PCI, NuWave, Open Solutions, ProModel and BigBear.ai from the beginning of the period (January 1, 2021–December 31, 2021). |
• | The results of operations for the Successor 2020 Period include the results of NuWave, PCI, Open Solutions, and ProModel from each of their respective acquisition dates and BigBear.ai from the beginning of the period through December 31, 2020 (May 22, 2020–December 31, 2020). |
• | The Successor Pro Forma 2020 Period includes the results of operations for the Successor 2020 Period and reflects the impact of the acquisitions of NuWave, PCI, Open Solutions and ProModel as if they each occurred on January 1, 2020 (January 1, 2020–December 31, 2020). |
• | The results of operations for the Predecessor 2020 Period include the results of PCI from January 1, 2020 through October 22, 2020, the date immediately preceding PCI’s acquisition date (January 1, 2021–October 22, 2021). |
• | The results of operations for the Predecessor 2019 Period include the results of PCI for the year ended December 31, 2019 (January 1, 2019–December 31, 2019). |
Successor 2021 Period |
Successor 2020 Period |
Successor Pro Forma 2020 Period |
Predecessor 2020 Period |
Predecessor 2019 Period |
||||||||||
PCI |
January 1, 2021– December 31, 2021 |
October 23, 2020– December 31, 2020 |
January 1, 2020– December 31, 2020 |
|
January 1, 2020– October 22, 2020 |
|
|
January 1, 2019– December 31, 2019 |
| |||||
Open Solutions |
December 2, 2020– December 31, 2020 |
|||||||||||||
ProModel |
December 21, 2020– December 31, 2020 |
Not Applicable | Not Applicable | |||||||||||
NuWave |
June 19, 2020– December 31, 2020 |
|||||||||||||
BigBear.ai |
May 22, 2020– December 31, 2020 |
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
Revenues |
$ | 145,578 | $ | 31,552 | $ | 59,765 | $ | 73,626 | $ | 138,992 | ||||||||||||||||||
Cost of revenues |
111,510 | 22,877 | 46,755 | 56,130 | 96,133 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Gross margin |
34,068 |
8,675 |
13,010 |
17,496 |
42,859 |
|||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||
Selling, general and administrative |
106,507 | 7,909 | 7,632 | 11,004 | 30,235 | |||||||||||||||||||||||
Research and development |
6,033 | 530 | 85 | 110 | 615 | |||||||||||||||||||||||
Transaction expenses |
— | 10,091 | — | — | 10,091 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Operating (loss) income |
(78,472 |
) |
(9,855 |
) |
5,293 |
6,382 |
1,918 |
|||||||||||||||||||||
Net increase in fair value of derivatives |
33,353 | — | — | — | — | |||||||||||||||||||||||
Loss on extinguishment of debt |
2,881 | — | — | — | — | |||||||||||||||||||||||
Interest expense |
7,762 | 616 | 1 | 127 | 8,396 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(Loss) income before taxes |
(122,468 |
) |
(10,471 |
) |
5,292 |
6,255 |
(6,478 |
) | ||||||||||||||||||||
Income tax expense (benefit) |
1,084 | (2,633 | ) | 3 | 9 | (1,795 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net (loss) income |
$ |
(123,552 |
) |
$ |
(7,838 |
) |
$ |
5,289 |
$ |
6,246 |
$ |
(4,683 |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
NuWave |
PCI |
Open Solutions |
Pro Model |
|||||||||||||||||||||||||||||
Lake Intermediate (Historical) |
January 1, 2020– June 18, 2020 (Historical) |
January 1, 2020– October 22, 2020 (Historical) |
January 1, 2020– December 1, 2020 (Historical) |
January 1, 2020– December 20, 2020 (Historical) |
Acquisition Accounting Adjustments |
Successor Pro Forma 2020 |
||||||||||||||||||||||||||
Revenues |
$ | 31,552 | $ | 10,809 | $ | 59,765 | $ | 22,693 | $ | 15,782 | (1,609 | )(a) | $ | 138,992 | ||||||||||||||||||
Cost of revenues |
22,877 | 5,436 | 46,755 | 13,183 | 9,491 | (1,609 | )(a) | 96,133 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Gross Margin |
8,675 |
5,373 |
13,010 |
9,510 |
6,291 |
— |
42,859 |
|||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Selling, general and administrative |
7,909 | 3,266 | 7,632 | 4,192 | 1,555 | 5,681 | (b) | 30,235 | ||||||||||||||||||||||||
Research and development |
530 | — | 85 | — | — | — | 615 | |||||||||||||||||||||||||
Transaction expenses |
10,091 | — | — | — | — | — | 10,091 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Operating income (loss) |
(9,855 |
) |
2,107 |
5,293 |
5,318 |
4,736 |
(5,681 |
) |
1,918 |
|||||||||||||||||||||||
Interest expense |
616 | — | 1 | (3 | ) | — | 7,782 | (c) | 8,396 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(Loss) income before taxes |
(10,471 |
) |
2,107 |
5,292 |
5,321 |
4,736 |
(13,463 |
) |
(6,478 |
) | ||||||||||||||||||||||
Income tax expense (benefit) |
(2,633 | ) | (6 | ) | 3 | 61 | 1,169 | (389 | )(d) | (1,795 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net (loss) income |
$ |
(7,838 |
) |
$ |
2,113 |
$ |
5,289 |
$ |
5,260 |
$ |
3,567 |
$ |
(13,074 |
) |
$ |
(4,683 |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a. | Adjustment to eliminate $1,609 of pre-acquisition intercompany revenues and cost of revenues between NuWave and ProModel. |
b. | Adjustment to include pre-acquisition amortization of the acquired intangible assets of $735 for NuWave, $922 for PCI, $2,331 for Open Solutions, and $1,693 for ProModel. |
c. | Adjustment to (1) include the interest expense of $861 to finance the NuWave Acquisition, $1,873 to finance the PCI Acquisition, $2,131 to finance the Open Solutions Acquisition, and $2,918 to finance the ProModel Acquisition as if each acquisition had taken place on January 1, 2020, based on the effective interest rate of the credit facility used to finance the acquisitions, and (2) eliminate $1 of pre-acquisition interest expense, including amortization of deferred financing fees, related to the outstanding debt balances for PCI, which were settled by the sellers of PCI with proceeds from the sale. |
d. | Adjustment for income taxes of $113 expense for NuWave, $522 expense for PCI, $119 expense for Open Solutions and $(1,143) benefit for ProModel, applying a statutory tax rate of 21% as if the acquisitions had taken place on January 1, 2020. |
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Cyber & Engineering |
$ | 74,879 | $ | 15,584 | $ | 59,765 | $ | 73,626 | $ | 75,349 | ||||||||||||||||||
Analytics |
70,699 | 15,968 | — | — | 63,643 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total Revenues |
$ | 145,578 | $ | 31,552 | $ | 59,765 | $ | 73,626 | $ | 138,992 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
Cost of revenues |
||||||||||||||||||||||||||||
Cyber & Engineering |
$ | 59,658 | $ | 12,273 | $ | 46,755 | $ | 56,130 | $ | 59,028 | ||||||||||||||||||
Analytics |
51,852 | 10,604 | — | — | 37,105 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total cost of revenues |
$ | 111,510 | $ | 22,877 | $ | 46,755 | $ | 56,130 | $ | 96,133 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Cost of revenues as a percentage of revenues |
||||||||||||||||||||||||||||
Cyber & Engineering |
80 |
% |
79 |
% |
78 |
% |
76 |
78 |
% | |||||||||||||||||||
Analytics |
73 |
% |
66 |
% |
— |
% |
— |
% |
58 |
% |
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
SG&A |
$ | 106,507 | $ | 7,909 | $ | 7,632 | $ | 11,004 | $ | 30,235 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
SG&A as a percentage of revenues |
73 |
% |
25 |
% |
13 |
% |
15 |
% |
22 |
% |
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
Research and development |
$ | 6,033 | $ | 530 | $ | 85 | $ | 110 | $ | 615 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
Transaction expense |
$ | — | $ | 10,091 | $ | — | $ | — | $ | 10,091 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
Interest expense |
$ | 7,762 | $ | 616 | $ | 1 | $ | 127 | $ | 8,396 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
|||||||||||||||||
Income tax expense (benefit) |
$ | 1,084 | $ | (2,633 | ) | $ | 3 | $ | 9 | |||||||||||
Effective tax rate |
(0.9 | )% | 25.1 | % | 0.1 | % | 0.1 | % |
Successor |
Predecessor |
Successor |
||||||||||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
Pro Forma 2020 |
||||||||||||||||||||||||
Net income (loss) |
$ | (123,552 | ) | $ | (7,838 | ) | $ | 5,289 | $ | 6,246 | $ | (4,683 | ) | |||||||||||||||
Interest expense |
7,762 | 616 | 1 | 127 | 8,396 | |||||||||||||||||||||||
Income tax expense (benefit) |
1,084 | (2,633 | ) | 3 | 9 | (1,795 | ) | |||||||||||||||||||||
Depreciation and amortization |
7,262 | 1,028 | 52 | 50 | 6,990 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
EBITDA |
(107,444 | ) | (8,827 | ) | 5,345 | 6,432 | 8,908 | |||||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||||||
Equity-based compensation 1 |
60,615 | — | 80 | 104 | 1,097 | |||||||||||||||||||||||
Net increase in fair value of derivatives 2 |
33,353 | — | — | — | — | |||||||||||||||||||||||
Loss on extinguishment of debt 3 |
2,881 | — | — | — | — | |||||||||||||||||||||||
Transaction bonuses 4 |
1,089 | — | — | — | — | |||||||||||||||||||||||
Capital market advisory fees 5 |
6,917 | — | — | — | — | |||||||||||||||||||||||
Termination of legacy benefits 6 |
1,639 | — | — | — | — | |||||||||||||||||||||||
Management fees 7 |
1,001 | 414 | — | — | 414 | |||||||||||||||||||||||
Non-recurring integration costs8 |
1,783 | — | — | — | — | |||||||||||||||||||||||
Commercial start-up costs9 |
3,018 | — | — | — | — | |||||||||||||||||||||||
Transaction expenses 10 |
— | 10,091 | — | — | 10,091 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Adjusted EBITDA |
$ |
4,852 |
$ |
1,678 |
$ |
5,425 |
$ |
6,536 |
$ |
20,510 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
1 | Equity-based compensation includes approximately $60.4 million related to legacy equity compensation plans, including Tranches that vested upon the successful consummation of the Business Combination. |
2 | The increase in fair value of derivatives primarily relates to the changes in the fair value of certain Forward Purchase Agreements that were entered into prior to the closing of the Business Combination. |
3 | Loss on extinguishment of debt consists of the derecognition of the remaining unamortized debt issuance costs related to the Antares Capital Credit Facility upon its settlement. |
4 | Bonuses paid to certain employees related to the closing of the Business Combination. |
5 | The Company incurred capital market and advisory fees related to advisors assisting with preparation for the Business Combination. |
6 | In the third quarter of 2021, the Company elected to terminate certain legacy employee incentive benefits with final payments made in the fourth quarter of 2021. |
7 | Management and other related consulting fees paid to AE Partners. These fees will no longer be accrued or paid subsequent to the Business Combination. |
8 | Non-recurring internal integration costs related to the Business Combination. |
9 | Commercial start-up costs includes certain non-recurring expenses associated with tailoring the Company’s software products for commercial customers and use cases. |
10 | For the Successor 2020 Period and the Successor Pro Forma 2020 Period, the Company incurred acquisition costs related to the purchase of NuWave, PCI, Open Solutions and ProModel in 2020. Costs include both diligence and integration costs after each company was acquired. |
Successor |
Predecessor |
|||||||||||||||||||
2021 Period |
2020 Period |
2020 Period |
2019 Period |
|||||||||||||||||
Net cash (used in) provided by operating activities |
$ | (19,782 | ) | $ | (7,416 | ) | $ | 8,614 | $ | 4,121 | ||||||||||
Capital expenditures, net |
(639 | ) | (155 | ) | (121 | ) | (18 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Free cash flow |
$ | (20,421 | ) | $ | (7,571 | ) | $ | 8,493 | $ | 4,103 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Free cash flow from acquired businesses |
19,770 | |||||||||||||||||||
|
|
|||||||||||||||||||
Operating cash flow from acquired businesses |
20,000 |
|||||||||||||||||||
Capital expenditures of acquired businesses |
(230 |
) |
||||||||||||||||||
|
|
|||||||||||||||||||
Pro Forma free cash flow (i) |
$ | 12,199 | ||||||||||||||||||
|
|
(i) | The Successor 2020 Pro Forma Period free cash flow represents free cash flow for the year ended December 31, 2020, adjusted for estimated free cash flow for NuWave, PCI, Open Solutions, and ProModel as if each of those transactions occurred at the beginning of the period. Adjustments to reflect the estimated free cash flows from acquired businesses includes certain transaction costs (and the associated tax impacts) not already included in the net loss, where applicable. The Successor 2020 Pro Forma Period free cash flow was not prepared in accordance with GAAP or the pro forma rules of Regulation S-X promulgated by the SEC and should not be considered as an alternative to net cash provided by (used in) operating activities determined in accordance with GAAP. We believe that the inclusion of Successor 2020 Pro Forma Period free cash flow is appropriate to provide additional information to investors because securities analysts and other investors may use this non-GAAP financial measure to assess our operating performance across periods on a consistent basis. The Successor 2020 Pro Forma Period free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. |
• | Funded Backlog. |
• | Unfunded backlog. |
• | Priced Unexercised Options: |
• | Unpriced Unexercised Options: |
• | Anticipated Follow-on Awards:Follow-on Awards represents our estimate of the value of goods and services to be delivered under a contract that has not yet been awarded to us, but where we believe we are highly likely to be awarded the contract because we are the incumbent on an ongoing customer program, the program we support is of critical importance to national security, and that if the contract was awarded to a different party, the transition would be highly disruptive to the achievement of our customer’s objectives. We estimate backlog related to Anticipated Follow-on Awards based on the assumption that the goods and services that we will deliver under the anticipated future contract will be generally similar in scope and pricing compared to our current contract and that our current level of support on that program will persist under the new contract. |
Successor |
||||||||||||
March 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
Funded |
$ | 65,303 | $ | 91,187 | $ | 63,048 | ||||||
Unfunded |
70,214 | 68,203 | 45,795 | |||||||||
Priced, unexercised options |
150,572 | 143,969 | 57,345 | |||||||||
Unpriced, unexercised options |
125,689 | 119,747 | 175,509 | |||||||||
Anticipated Follow-on Awards |
46,882 | 42,582 | 66,864 | |||||||||
|
|
|
|
|
|
|||||||
Total backlog |
$ |
458,660 |
$ |
465,688 |
$ |
408,561 |
||||||
|
|
|
|
|
|
Successor |
||||||||||||
March 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
Available cash and cash equivalents |
$ | 59,978 | $ | 68,900 | $ | 9,704 | ||||||
Available borrowings from our existing credit facilities |
50,000 | 50,000 | 15,000 | |||||||||
|
|
|
|
|
|
|||||||
Total available liquidity |
$ | 109,978 | $ | 118,900 | $ | 24,704 | ||||||
|
|
|
|
|
|
Successor |
||||||||||||
March 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
Convertible Notes |
$ | 200,000 | $ | 200,000 | $ | — | ||||||
Bank of America Senior Revolver |
— | — | — | |||||||||
Antares Capital Term Loan |
— | — | 110,000 | |||||||||
D&O Financing Loan |
3,074 | 4,233 | — | |||||||||
|
|
|
|
|
|
|||||||
Total debt |
203,074 | 204,233 | 110,000 | |||||||||
|
|
|
|
|
|
|||||||
Less: unamortized issuance costs |
9,147 | 9,636 | 3,006 | |||||||||
|
|
|
|
|
|
|||||||
Total debt, net |
193,927 | 194,597 | 106,994 | |||||||||
|
|
|
|
|
|
|||||||
Less: current portion |
3,074 | 4,233 | 1,100 | |||||||||
|
|
|
|
|
|
|||||||
Long-term debt, net |
$ | 190,853 | $ | 190,364 | $ | 105,894 | ||||||
|
|
|
|
|
|
(i) | $110 million term loan (the “ Antares Capital Term Loan |
(ii) | $15 million revolving credit facility (the “ Antares Capital Revolving Credit Facility |
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Net cash (used in) provided by operating activities |
(7,529 | ) | 893 | |||||
Net cash used in investing activities |
(359 | ) | (394 | ) | ||||
Net cash used in financing activities |
(102,055 | ) | (275 | ) | ||||
|
|
|
|
|||||
Net (decrease) increase in cash and cash equivalents and restricted cash |
(109,943 | ) | 224 | |||||
Cash and cash equivalents and restricted cash at the beginning of period |
169,921 | 9,704 | ||||||
|
|
|
|
|||||
Cash and cash equivalents and restricted cash at the end of the period |
$ | 59,978 | $ | 9,928 |
Successor |
Predecessor |
|||||||||||||||||||||||||||
2022 Interim Period |
2021 Interim Period |
2021 Period |
2020 Period |
2020 Period |
2019 Period |
|||||||||||||||||||||||
Net cash (used in) provided by operating activities |
(7,529 | ) | 893 | (19,782 | ) | (7,416 | ) | 8,614 | 4,121 | |||||||||||||||||||
Net cash used in investing activities |
(359 | ) | (394 | ) | (863 | ) | (184,869 | ) | (121 | ) | (18 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities |
(102,055 | ) | (275 | ) | 180,862 | 201,989 | (9,773 | ) | (2,839 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash |
(109,943 | ) | 224 | 160,217 | 9,704 | (1,280 | ) | 1,264 | ||||||||||||||||||||
Cash and cash equivalents and restricted cash at beginning of year |
169,921 | 9,704 | 9,704 | — | 1,644 | 380 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Cash and cash equivalents and restricted cash at end of year |
$ | 59,978 | $ | 9,928 | $ | 169,921 | $ | 9,704 | $ | 364 | $ | 1,644 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
• | our failure to reach our internal forecasts could impact our ability to achieve our forecasted levels of cash flows and reduce the estimated discounted value of our reporting units; |
• | adverse technological events that could impact our performance; |
• | volatility in equity and debt markets resulting in higher discount rates; and |
• | significant adverse changes in the regulatory environment or markets in which we operate. |
Name |
Age |
Position | ||
Dr. Louis R. Brothers |
62 | Chief Executive Officer, Director | ||
Julie Peffer |
55 | Chief Financial Officer | ||
Carolyn Blankenship |
59 | General Counsel and Secretary | ||
Jeffry Dyer |
50 | President of Commercial | ||
Brian Frutchey |
44 | Chief Technology Officer | ||
Samuel Gordy |
61 | Chief Operating Officer | ||
Joshua Kinley |
47 | Chief Corporate Development Officer | ||
Peter Cannito |
49 | Director, Chairman | ||
Sean Battle |
52 | Director | ||
Pamela Braden |
64 | Director | ||
Dr. Raluca Dinu |
48 | Director | ||
Paul Fulchino |
75 | Director | ||
Jeffrey Hart |
32 | Director | ||
Dorothy D. Hayes |
71 | Director | ||
Raanan I. Horowitz |
61 | Director | ||
Dr. Avi Katz |
64 | Director | ||
Kirk Konert |
35 | Director |
• | the requirement that a majority of the board consist of independent directors; |
• | the requirement that the controlled company have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the requirement that the controlled company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | assisting the Board in the oversight of (i) the accounting and financial reporting processes of the Company and the audits of the financial statements of Company, (ii) the preparation and integrity of |
the financial statements of the Company, (iii) the compliance by the Company with financial statement and regulatory requirements, (iv) the performance of the Company’s internal finance and accounting personnel and its independent registered public accounting firm, and (v) the qualifications and independence of the Company’s independent registered public accounting firm; |
• | reviewing with each of the internal and independent registered public accounting firm the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation; |
• | reviewing and discussing with management and internal auditors the Company’s system of internal control and discussing with the independent registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to its attention during the conduct of its audit; |
• | reviewing and discussing with management, internal auditors and independent registered public accounting firm the Company’s financial and critical accounting practices, and policies relating to risk assessment and management; |
• | receiving and reviewing reports of the independent registered public accounting firm discussing (i) all critical accounting policies and practices to be used in the firm’s audit of the Company’s financial statements, (ii) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and (iii) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences; |
• | reviewing and discussing with management and the independent registered public accounting firm the annual and quarterly financial statements and section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations 10-K and Quarterly Reports on Form 10-Q; |
• | reviewing, or establishing, standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies; |
• | discussing with management and the independent registered public accounting firm any changes in the Company’s critical accounting principles and the effects of alternative GAAP methods, off-balance sheet structures and regulatory and accounting initiatives; |
• | reviewing material pending legal proceedings involving the Company and other contingent liabilities; |
• | meeting periodically with the Chief Executive Officer, Chief Financial Officer, the senior internal auditing executive and the independent registered public accounting firm in separate executive sessions to discuss results of examinations; |
• | reviewing and approving all transactions between the Company and related parties or affiliates of the officers of the Company requiring disclosure under Item 404 of Regulation S-K prior to the Company entering into such transactions; |
• | establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters; |
• | reviewing periodically with the Company’s management, the independent registered public accounting firm and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published |
reports that raises material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and |
• | establishing policies for the hiring of employees and former employees of the independent registered public accounting firm. |
• | reviewing the performance of the Chief Executive Officer and executive management; |
• | assisting the Board in developing and evaluating potential candidates for executive positions (including Chief Executive Officer); |
• | reviewing and approving goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, evaluating the Chief Executive Officer’s and other executive officers’ performance in light of these corporate goals and objectives, and setting Chief Executive Officer and other executive officer compensation levels consistent with its evaluation and the Company’s philosophy; |
• | approving the salaries, bonus and other compensation for all executive officers; |
• | reviewing and approving compensation packages for new corporate officers and termination packages for corporate officers as requested by management; |
• | reviewing and discussing with the Board and senior officers plans for officer development and corporate succession plans for the Chief Executive Officer and other senior officers; |
• | reviewing and making recommendations concerning executive compensation policies and plans; |
• | reviewing and recommending to the Board the adoption of or changes to the compensation of the Company’s directors; |
• | reviewing and approving the awards made under any executive officer bonus plan, and providing an appropriate report to the Board; |
• | reviewing and making recommendations concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans, and, except as otherwise delegated by the Board, acting as the “Plan Administrator” for equity-based and employee benefit plans; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees; |
• | reviewing periodic reports from management on matters relating to the Company’s personnel appointments and practices; |
• | assisting management in complying with the Company’s proxy statement and annual report disclosure requirements; |
• | issuing an annual Report of the Compensation Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations; |
• | annually evaluating the Committee’s performance and the committee’s charter and recommending to the Board any proposed changes to the charter or the committee; and |
• | undertaking all further actions and discharging all further responsibilities imposed upon the committee from time to time by the Board, the federal securities laws or the rules and regulations of the SEC. |
• | developing and recommending to the Board the criteria for appointment as a director; |
• | identifying, considering, recruiting and recommending candidates to fill new positions on the Board; |
• | reviewing candidates recommended by stockholders; |
• | conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and |
• | recommending director nominees for approval by the Board and election by the stockholders at the next annual meeting. |
Shares Beneficially Owned Prior to the Offering |
Shares Being Offered |
Warrants Being Offered |
Shares Beneficially Owned After the Offering |
|||||||||||||||||||||
Name of Selling Stockholder |
Shares |
% (1) |
Shares |
% |
||||||||||||||||||||
AE BBAI Aggregator, LP (2) |
8,250,000 | 6.5 | % | 8,250,000 | — | — | — | |||||||||||||||||
BBAI Ultimate Holdings, LLC (2) |
105,000,000 | 82.6 | % | 105,000,000 | — | — | — |
(1) | We have based percentage ownership on 127,113,451 shares of Common Stock outstanding as of June 16, 2022. |
(2) | AE BBAI Aggregator, LP and BBAI Ultimate Holdings, LLC are controlled by AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP and AE Industrial Partners Fund II-B, LP (collectively, the “AE Partners Funds |
• | 1% of the total number of shares of Common Stock then outstanding; or |
• | the average weekly reported trading volume of the Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | in underwritten transactions; |
• | short sales; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price; |
• | distribution to members, limited partners or stockholders of Selling Stockholders; |
• | “at the market” or through market makers or into an existing market for the shares; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of our Common Stock; |
• | each of our current officers and directors; and |
• | all current executive officers and directors of the Company, as a group. |
Name and Address of Beneficial Owner |
Amount and nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares of Common Stock |
||||||
AE Industrial Partners (1) |
113,250,000 | 89.1 | % | |||||
GigAcquisitions4, LLC (2)(3)(5) |
8,702,000 | 6.8 | % | |||||
Sean Battle (4) |
— | — | ||||||
Pamela Braden (4 ) |
— | — | ||||||
Dr. Louis R. Brothers (4) |
— | — | ||||||
Peter Cannito (4 ) . |
— | — | ||||||
Dr. Raluca Dinu (2)(5)(6)(7) |
8,730,333 | 6.9 | % | |||||
Jeffry R. Dyer (4) |
— | — | ||||||
Brian Frutchey (4) |
— | — | ||||||
Paul Fulchino (4) |
— | — | ||||||
Samuel J. Gordy (4) . |
— | — | ||||||
Jeffrey Hart (4) . |
— | — | ||||||
Dorothy D. Hayes (2) . |
12,000 | * | ||||||
Raanan I. Horowitz (2) |
— | — | ||||||
Dr. Avi S. Katz (2)(3)(6)(7) |
8,730,333 | 6.9 | % | |||||
Joshua Kinley (4) |
— | — | ||||||
Kirk Konert (4) |
— | — | ||||||
All directors and officers as a group (15 individuals) |
8,742,333 | 6.9 | % |
* | Less than one percent. |
(1) | BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP are controlled by AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP and AE Industrial Partners Fund II-B, LP (collectively, the “AE Partners Funds |
Greene and Rowe make all voting and investment decisions with respect to the securities held by AE Industrial Partners. Each of the entities and individuals named above disclaims beneficial ownership of the BigBear securities held of record by BBAI Ultimate Holdings, LLC, except to the extent of its pecuniary interest therein. The business address of each of the foregoing entities and persons is 2500 N. Military Trail, Suite 470, Boca Raton, Florida 33431. |
(2) | The business address for this person is 1731 Embarcadero Road, Suite 200, Palo Alto, California. |
(3) | Includes 8,702,000 shares held by GigAcquisitions4, LLC. The shares held by GigAcquisitions4, LLC are beneficially owned by Dr. Avi Katz, who is the manager of GigAcquisitions4, LLC and who has sole voting and dispositive power over the shares held by GigAcquisitions4, LLC. |
(4) | The business address for this person is 6811 Benjamin Franklin Drive, Suite 200, Columbia, Maryland 21046. |
(5) | Includes 8,702,000 shares held by GigAcquisitions4, LLC. Dr. Dinu is a member of GigFounders, LLC, which has a financial and voting interest in GigAcquisitions4, LLC as a member of GigAcquisitions4, LLC and that entitles this partnership to participate in any economic return of GigAcquisitions4, LLC in accordance with terms negotiated with the other holders of financial and voting interests in GigAcquisitions4, LLC. Accordingly, the shares of Common Stock held by GigAcquisitions4, LLC, subject to the interests of such other holders, are indirectly and beneficially owned by Dr. Dinu by virtue of her financial interest in GigFounders, LLC. |
(6) | Includes shares of Common Stock underlying warrants that are exercisable within 60 days. |
(7) | Includes 21,250 shares of Common Stock and 7,083 warrants for the purchase of shares of Common Stock (and the 7,083 shares of Common Stock into which these warrants are exercisable) that were distributed by GigAcquisitions4, LLC to this individual. Such shares and warrants were acquired by GigAcquisitions4, LLC in connection with the closing of our predecessor’s initial public offering in a private placement of units containing one share of Common Stock and one-third of a warrant. |
• | whether the transaction was undertaken in the ordinary course of business of the Company; |
• | whether the related party transaction was initiated by the Company or the related party; |
• | the availability of other sources of comparable products or services; |
• | whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; |
• | the purpose of, and the potential benefits to the Company of, the related party transaction; |
• | the approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party; |
• | the related party’s interest in the related party transaction; and |
• | any other information regarding the related party transaction or the related party that would be material to investors in light of the circumstances of the particular transaction. |
Consolidated Financial Statements |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-9 |
||||
Financial Statements (Unaudited) as of March 31, 2022 |
||||
F-52 |
||||
F-53 |
||||
F-54 |
||||
F-55 |
||||
F-56 |
Successor |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
— | |||||||
Accounts receivable, less allowance for doubtful accounts of $ |
||||||||
Contract assets |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Non-current assets: |
||||||||
Property and equipment, net |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Deferred tax assets |
— | |||||||
Other non-current assets |
||||||||
|
|
|
|
|||||
Total assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities and equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Short-term debt, including current portion of long-term debt |
||||||||
Accrued liabilities |
||||||||
Contract liabilities |
||||||||
Derivative liabilities |
— | |||||||
Other current liabilities |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Non-current liabilities: |
||||||||
Long-term debt, net |
||||||||
Deferred tax liabilities |
— | |||||||
Other non-current liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and contingencies (Note M) |
||||||||
Equity: |
||||||||
Common stock, par value $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total equity |
||||||||
|
|
|
|
|||||
Total liabilities and equity |
$ |
$ |
||||||
|
|
|
|
Successor |
Predecessor |
|||||||||||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||||||||||
Revenues |
$ | $ | |
|
|
|
|
|
|
|
$ | $ | ||||||||||||
Cost of revenues |
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross margin |
|
|
|
|
|
|
|
|
||||||||||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
||||||||||||||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development |
|
|
|
|
|
|
|
|
||||||||||||||||
Transaction expenses |
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating (loss) income |
( |
) |
( |
) |
|
|
|
|
|
|
|
|
||||||||||||
Net increase in fair value of derivatives |
— | |
|
|
|
|
|
|
|
— | — | |||||||||||||
Loss on extinguishment of debt |
— | |
|
|
|
|
|
|
|
— | — | |||||||||||||
Interest expense |
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(Loss) income before taxes |
( |
) |
( |
) |
|
|
|
|
|
|
|
|
||||||||||||
Income tax (benefit) expense |
( |
) | |
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income |
$ |
( |
) |
$ |
( |
) |
|
|
|
|
|
|
|
|
$ |
$ |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic net loss per share |
$ | ( |
) | $ | ( |
) | |
|
|
|
|
|
|
|
||||||||||
Diluted net loss per share |
$ | ( |
) | $ | ( |
) | |
|
|
|
|
|
|
|
||||||||||
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
||||||||||||||||
Basic |
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted |
|
|
|
|
|
|
|
|
Class A Units |
Class B Units |
Members’ contribution |
Retained earnings |
Total members’ equity |
||||||||||||||||
As of December 31, 2018 (Predecessor) |
— |
|||||||||||||||||||
Net income |
— | — | — | |||||||||||||||||
Class B Units vested |
— | — | — | — | ||||||||||||||||
Equity-based compensation expense |
— | — | — | |||||||||||||||||
Distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of December 31, 2019 (Predecessor) |
||||||||||||||||||||
Net income |
— | — | — | |||||||||||||||||
Equity-based compensation expense |
— | — | — | |||||||||||||||||
Distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of October 22, 2020 (Predecessor) |
$ |
$ |
$ |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Common Stock |
Additional paid-in capital |
Accumulated deficit |
Total equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
As of May 22, 2020 (Successor) |
$ |
$ |
— |
$ |
— |
$ |
— |
|||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Parent’s contributions* |
— | |||||||||||||||||||
Parent’s contributions for acquisitions |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of December 31, 2020 (Successor) |
$ | $ | $ | ( |
) | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
* | The units of the Company prior to the Merger (as defined in Note A) have been retroactively restated to reflect the exchange ratio established in the Merger (computed as |
Common Stock |
Additional paid-in capital |
Accumulated deficit |
Total equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
As of December 31, 2020 (Successor)* |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Equity-based compensation expense |
— | — | — | |||||||||||||||||
GigCapital4 shares net of redemptions, including PIPE, warrant liability, and Merger costs |
— | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of December 31, 2021 (Successor) |
$ | $ | $ | ( |
) | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
* | The units of the Company prior to the Merger (as defined in Note A) have been retroactively restated to reflect the exchange ratio established in the Merger (computed as |
Successor |
Predecessor |
|||||||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net (loss) income |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||||||||||||||
Depreciation and amortization expense |
||||||||||||||||||||
Amortization of debt issuance costs |
||||||||||||||||||||
Equity-based compensation expense |
||||||||||||||||||||
Provision for doubtful accounts |
||||||||||||||||||||
Deferred income tax expense (benefit) |
( |
) | ( |
) | ( |
) | ||||||||||||||
Loss on extinguishment of debt |
||||||||||||||||||||
Net increase in fair value of derivatives |
||||||||||||||||||||
Loss on sale of property and equipment |
||||||||||||||||||||
Changes in assets and liabilities: |
||||||||||||||||||||
(Increase) decrease in accounts receivable |
( |
) | ( |
) | ( |
) | ||||||||||||||
(Increase) decrease in contract assets |
( |
) | ( |
) | ||||||||||||||||
(Increase) decrease in prepaid expenses and other assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Increase (decrease) in accounts payable |
( |
) | ||||||||||||||||||
Increase (decrease) in accrued liabilities |
||||||||||||||||||||
Increase (decrease) in contract liabilities |
||||||||||||||||||||
Increase (decrease) in other liabilities |
||||||||||||||||||||
Net cash (used in) provided by operating activities |
( |
) |
( |
) |
||||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Acquisition of businesses, net of cash acquired |
( |
) | ( |
) | ||||||||||||||||
Purchases of property and equipment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Proceeds from disposal of property and equipment |
||||||||||||||||||||
Net cash used in investing activities |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from term loan |
||||||||||||||||||||
Repayment of term loan |
( |
) | ||||||||||||||||||
Proceeds from promissory notes |
||||||||||||||||||||
Repayment of promissory notes |
( |
) | ||||||||||||||||||
Proceeds from short-term borrowings |
||||||||||||||||||||
Repayment of short-term borrowings |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Proceeds from issuance of convertible notes |
||||||||||||||||||||
Proceeds from the Merger |
||||||||||||||||||||
Payment of Merger transaction costs |
( |
) | ||||||||||||||||||
Payment of debt issuance costs to third parties |
( |
) | ( |
) | ||||||||||||||||
Distributions to members |
( |
) | ( |
) | ||||||||||||||||
Parent’s contribution |
||||||||||||||||||||
Net cash provided by (used in) financing activities |
( |
) |
( |
) | ||||||||||||||||
Successor |
Predecessor |
|||||||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash |
( |
) | ||||||||||||||||||
Cash and cash equivalents and restricted cash at beginning of year |
||||||||||||||||||||
Cash and cash equivalents and restricted cash at end of year |
$ |
$ |
$ |
$ |
||||||||||||||||
Cash paid during the period for: |
||||||||||||||||||||
Interest |
$ | $ | $ | $ | ||||||||||||||||
Income taxes |
$ | $ | $ | $ | ||||||||||||||||
Supplemental schedule of non-cash investing and financing activities: |
||||||||||||||||||||
Merger transaction costs paid included in accrued liabilities |
$ | $ | $ | $ | ||||||||||||||||
Merger costs settled through issuance of common stock |
$ | $ | $ | $ | ||||||||||||||||
Debt issuance costs settled through issuance of common stock |
$ | $ | $ | $ | ||||||||||||||||
Initial fair value of written put option at closing |
$ | $ | $ | $ | ||||||||||||||||
Initial fair value of private warrants at closing |
$ | $ | $ | $ | ||||||||||||||||
Parent units issued for acquisitions |
$ | $ | $ | $ | ||||||||||||||||
Successor |
||||||||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||||||
Reconciliation of cash and cash equivalents and restricted cash: |
||||||||||||||||||||
Cash and cash equivalents |
$ | $ | ||||||||||||||||||
Restricted cash |
||||||||||||||||||||
Cash and cash equivalents and restricted cash at end of the period |
$ | $ | ||||||||||||||||||
• | The consolidated financial statements for the Predecessor 2019 Period, which includes a full year of operating results of PCI. |
• | The consolidated financial statements for the Predecessor 2020 Period, which includes the operating results of PCI from January 1, 2020 to October 22, 2020. |
• | The combined financial statements for the Successor 2020 Period, which includes the operating results of BigBear.ai Holdings and its subsidiaries from each of their respective acquisition dates through December 31, 2020. |
• | The consolidated financial statements for the Successor 2021 Period, which includes the operating results of BigBear.ai Holdings and its subsidiaries for the year ended December 31, 2021. |
1. | Observe–helps customers collect, normalize and curate data from a variety of sources in real-time. |
2. | Orient–uses low code, composable, distributed, and event-driven predictive analytics to uncover hidden items in raw data and make sense of incomplete data. |
3. | Dominate–helps customers turn data into insights by recommending and evaluating multiple courses of action through data visualization and descriptive analytics. |
Property and equipment |
Estimate useful life in years | |
Computer equipment |
||
Furniture and fixtures |
||
Laboratory equipment |
||
Software |
||
Leasehold improvements |
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Advertising Costs |
$ | $ | $ | $ | ||||||||||||
June 19, 2020 |
||||
Cash paid |
$ | |||
Equity issued |
||||
Purchase consideration |
$ | |||
Assets: |
||||
Cash |
$ | |||
Accounts receivable |
||||
Other current assets |
||||
Contract assets |
||||
Deposits |
||||
Property and equipment |
||||
Intangible assets |
||||
$ | ||||
Liabilities: |
||||
Accounts payable |
||||
Accrued liabilities |
||||
Deferred tax liability |
||||
$ | ||||
Fair value of net identifiable assets acquired |
||||
Goodwill |
$ | |||
June 19, 2020 |
||||
Technology |
||||
Customer relationships |
||||
Total intangible assets |
||||
October 23, 2020 |
||||
Cash paid |
$ | |||
Equity issued |
||||
Purchase consideration |
$ | |||
Assets: |
||||
Cash |
$ | |||
Accounts receivable |
||||
Contract assets |
||||
Prepaid expenses and other current assets |
||||
Property and equipment |
||||
Other non-current assets |
||||
Intangible assets |
||||
$ | ||||
Liabilities: |
||||
Accounts payable |
$ | |||
Deferred tax liability |
||||
Accrued liabilities |
||||
$ | ||||
Fair value of net identifiable assets acquired |
||||
Goodwill |
$ | |||
October 23, 2020 |
||||
Customer relationships |
$ | |||
December 2, 2020 |
||||
Cash paid |
$ | |||
Equity issued |
||||
Purchase consideration |
$ | |||
Assets: |
||||
Cash |
$ | |||
Accounts receivable |
||||
Prepaid expenses and other current assets |
||||
Property and equipment |
||||
Other non-current assets |
||||
Intangible assets |
||||
$ | ||||
Liabilities: |
||||
Accounts payable |
$ | |||
Accrued liabilities |
||||
Deferred tax liability |
||||
Other non-current liabilities |
||||
$ | ||||
Fair value of net identifiable assets acquired |
||||
Goodwill |
$ | |||
December 2, 2020 |
||||
Technology |
$ | |||
Customer relationships |
||||
Total intangible assets |
$ | |||
December 21, 2020 |
||||
Cash paid |
$ | |||
Assets: |
||||
Cash |
||||
Accounts receivable |
||||
Other receivables |
||||
Contract assets |
||||
Prepaid expenses and other current assets |
||||
Property and equipment |
||||
Other non-current assets |
||||
Intangible assets |
||||
$ | ||||
Liabilities: |
||||
Accounts payable |
$ | |||
Contract liabilities |
||||
Accrued liabilities |
||||
$ | ||||
Fair value of net identifiable assets acquired |
||||
Goodwill |
$ | |||
December 21, 2020 |
||||
Technology |
$ | |||
Customer relationships |
||||
Total intangible assets |
$ | |||
Pro forma for the year ended |
||||||||
December 31, 2020 |
December 31, 2019 |
|||||||
Net revenue |
$ | $ | ||||||
Net income |
Successor |
||||||||||||||||||
December 31, 2021 |
||||||||||||||||||
Balance Sheet Caption |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||
Private warrants |
Other non-current liabilities |
$ | $ | $ | $ | |||||||||||||
Written put options |
Derivative liabilities |
Level 3 |
||||||||
Private warrants |
Written put options |
|||||||
December 31, 2020 |
$ | $ | ||||||
Additions |
||||||||
Changes in fair value |
( |
) | ||||||
December 31, 2021 |
$ | $ | ||||||
Successor |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Computer equipment |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Leasehold improvements |
||||||||
Office equipment |
||||||||
Software |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
$ |
$ |
||||||
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Depreciation expense on property and equipment |
$ | $ | $ | $ | ||||||||||||
Cyber and Engineering |
Analytics |
Total |
||||||||||
As of May 22, 2020 |
$ | $ | $ | |||||||||
Goodwill arising from the PCI acquisition |
||||||||||||
Goodwill arising from the NuWave acquisition |
||||||||||||
Goodwill arising from the Open Solutions acquisition |
||||||||||||
Goodwill arising from the ProModel acquisition |
||||||||||||
As of December 31, 2020 |
$ | $ | $ | |||||||||
Measurement period adjustment—PCI |
||||||||||||
Measurement period adjustment—ProModel |
||||||||||||
As of December 31, 2021 |
$ | $ | $ | |||||||||
Successor |
||||||||||||||||
December 31, 2021 |
||||||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
Weighted average useful life in years |
|||||||||||||
Customer relationships |
$ | $ | ( |
) | $ | |||||||||||
Technology |
( |
) | ||||||||||||||
Total |
$ | $ | ( |
) | $ | |||||||||||
Successor |
||||||||||||||||
December 31, 2020 |
||||||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
Weighted average useful life in years |
|||||||||||||
Customer relationships |
$ | $ | ( |
) | $ | |||||||||||
Technology |
( |
) | ||||||||||||||
Total |
$ | $ | ( |
) | $ | |||||||||||
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Amortization expense related to intangible assets |
$ | $ | $ | $ | ||||||||||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total estimated amortization expense |
$ | |||
Successor |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Payroll accruals |
$ | $ | ||||||
Other accrued expenses |
||||||||
Total accrued liabilities |
$ | $ | ||||||
Successor |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Convertible Notes |
$ | $ | ||||||
Bank of America Senior Revolver |
||||||||
Antares Capital Term Loan |
||||||||
Antares Capital Revolving Credit Facility |
||||||||
D&O Financing Loan |
||||||||
Total debt |
||||||||
Less: unamortized issuance costs |
||||||||
Total debt, net |
||||||||
Less: current portion |
||||||||
Long-term debt, net |
$ | $ | ||||||
(i) | A $ Antares Capital Term Loan |
(ii) | A $ Antares Capital Revolving Credit Facility |
(i) | For LIBOR rate loans, the interest payable is the higher of (a) |
(ii) | For Base rate loans, the interest payable is the Base Rate plus (c) one-month Eurocurrency Rate plus . |
(i) | A Base Rate plus a Base Rate Margin of BSBY |
(ii) | The BSBY Rate plus a BSBY Margin of |
2022 |
2023 |
2024 |
2025 |
2026 |
Total |
|||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Interest expense on debt |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
2022 |
2023 |
2024 |
2025 |
2026 |
Thereafter |
Total |
||||||||||||||||||||||
Future annual minimum lease payments |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Rent expense |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Federal: |
||||||||||||||||
Deferred |
$ | $ | ( |
$ | $ | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Federal |
( |
) | ||||||||||||||
State: |
||||||||||||||||
Current |
||||||||||||||||
Deferred |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total State |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income tax expense (benefit) |
$ | $ | ( |
$ | $ | |||||||||||
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Tax benefit at federal statutory rates |
$ | ( |
) | $ | ( |
) | $ | $ | ||||||||
State income tax, net of federal tax benefit |
( |
) | ( |
) | ||||||||||||
Class B Incentive Unit equity-based compensation |
||||||||||||||||
Valuation allowance |
||||||||||||||||
Net increase in fair value of derivatives |
||||||||||||||||
Transaction expenses |
||||||||||||||||
Other permanent differences |
||||||||||||||||
Income tax expense (benefit) |
$ | $ | ( |
) | $ | $ | ||||||||||
Successor |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | $ | ||||||
Interest carryforwards |
||||||||
Amortizable transaction costs |
||||||||
Accrued expenses |
||||||||
Deferred rent |
||||||||
Equity-based compensation |
||||||||
Other assets |
||||||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ||||||
Net deferred tax assets |
||||||||
Deferred tax liabilities: |
||||||||
Depreciation and amortization |
||||||||
Prepaid expenses |
||||||||
Deferred revenue |
||||||||
Total deferred tax liabilities |
||||||||
Net deferred tax (liabilities) assets |
$ | ( |
) | $ | ||||
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Total contributions |
$ | $ | $ | $ | ||||||||||||
Highbridge Investors |
||||
Tenor |
||||
Glazer Investors |
||||
Total shares |
||||
December 7, 2021 |
December 31, 2021 |
|||||||
Value of the written put options |
$ | $ | ||||||
Exercise price |
$ | $ | ||||||
Common stock price |
$ | $ | ||||||
Expected option term (years) |
||||||||
Expected volatility |
% | % | ||||||
Risk-free rate of return |
% | % | ||||||
Expected annual dividend yield |
% | % |
December 31, 2021 |
||||
Common stock: |
||||
Authorized shares of common stock |
||||
Common stock par value per share |
$ | |||
Common stock outstanding at the period end |
December 31, 2021 |
||||
Preferred stock: |
||||
Authorized shares of preferred stock |
||||
Preferred stock par value per share |
$ | |||
Preferred stock outstanding at the period end |
December 7, 2021 |
December 31, 2021 |
|||||||
Fair value of each private warrant |
$ | $ | ||||||
Exercise price |
$ | $ | ||||||
Common stock price |
$ | $ | ||||||
Expected option term (years) |
||||||||
Expected volatility |
% | % | ||||||
Risk-free rate of return |
% | % | ||||||
Expected annual dividend yield |
% | % |
As of June 11, 2019 |
||||
Volatility |
% | |||
Risk-free interest rate |
% | |||
Expected time to exit (years) |
Balance as of January 1, 2019 |
||||
Granted during the year |
||||
Vested during the year |
( |
) | ||
Forfeited during the year |
||||
Unvested as of December 31, 2019 |
||||
Unvested as of October 22, 2020 |
||||
Volatility |
% | |||
Risk-free interest rate |
% | |||
Expected time to exit (years) |
Volatility |
% | |||
Risk-free interest rate |
% | |||
Expected time to exit (years) |
Unvested and outstanding as of January 1, 2021 |
||||
Granted |
||||
Vested |
( |
) | ||
Forfeited |
( |
) | ||
Unvested and outstanding as of December 31, 2021 |
||||
Unvested and outstanding as of January 1, 2021 |
||||
Granted |
||||
Vested |
||||
Forfeited |
||||
Unvested and outstanding as of December 31, 2021 |
||||
Expected option term (years) |
||||
Expected volatility |
% | |||
Risk-free rate of return |
% | |||
Expected annual dividend yield |
% |
Unvested and outstanding as of January 1, 2021 |
||||
Granted |
||||
Vested |
||||
Forfeited |
||||
|
|
|||
Unvested and outstanding as of December 31, 2021 |
||||
|
|
Unvested and outstanding as of January 1, 2021 |
||||
Granted |
||||
Vested |
||||
Forfeited |
||||
|
|
|||
Unvested and outstanding as of December 31, 2021 |
||||
|
|
Successor |
||||||||
Basic and diluted net income (loss) per share |
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
||||||
Numerator: |
||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Weighted average Shares outstanding—basic and diluted |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per Share |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Successor |
Predecessor |
|||||||||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
Period from January 1, 2020 through October 22, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Firm fixed price |
$ | $ | $ | $ | ||||||||||||
Time and materials |
||||||||||||||||
Cost-plus |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Cyber & Engineering |
Analytics |
Total |
Percent of total revenues |
|||||||||||||
Customer A |
$ | $ | % | |||||||||||||
Customer B |
% | |||||||||||||||
Customer C (1) |
% | |||||||||||||||
Customer D (1) |
% | |||||||||||||||
All others |
% | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
$ | $ | $ | % | ||||||||||||
|
|
|
|
|
|
|
|
Cyber & Engineering |
Analytics |
Total |
Percent of total revenues |
|||||||||||||
Customer A |
$ | $ | $ | % | ||||||||||||
Customer B |
% | |||||||||||||||
Customer C |
% | |||||||||||||||
Customer D |
% | |||||||||||||||
All others |
% | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
$ | $ | $ | % | ||||||||||||
|
|
|
|
|
|
|
|
Total (2) |
Percent of total revenues |
|||||||
Customer A |
$ | % | ||||||
Customer B |
% | |||||||
All others |
% | |||||||
|
|
|
|
|||||
Total revenues |
$ | % | ||||||
|
|
|
|
Total (2) |
Percent of total revenues |
|||||||
Customer A |
$ | % | ||||||
Customer B |
% | |||||||
All others |
% | |||||||
|
|
|
|
|||||
Total revenues |
$ | % | ||||||
|
|
|
|
(1) |
Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability. |
(2) |
The Predecessor 2020 Period and Predecessor 2019 Period each comprise a single reportable segment. As a result, segment reporting for those periods is not presented. |
Successor |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Contract assets |
$ | $ | ||||||
Contract liabilities |
$ | $ |
Successor |
||||||||
Year Ended December 31, 2021 |
Period from May 22, 2020 through December 31, 2020 |
|||||||
Net EAC Adjustments, before income taxes |
$ | $ | ||||||
Net EAC Adjustments, net of income taxes |
$ | $ | ||||||
Net EAC Adjustments, net of income taxes, per diluted share |
$ | $ |
Successor |
||||||||||||
Year Ended December 31, 2021 |
||||||||||||
Cyber & Engineering |
Analytics |
Total |
||||||||||
Revenues |
$ | $ | $ | |||||||||
Segment adjusted gross margin |
||||||||||||
Segment adjusted gross margin % |
% | % | % | |||||||||
Research and development costs excluded from segment adjusted gross margin |
( |
) | ||||||||||
Equity-based compensation excluded from segment adjusted gross margin |
( |
) | ||||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative |
||||||||||||
Research and development |
||||||||||||
|
|
|||||||||||
Operating loss |
( |
) | ||||||||||
Net increase in fair value of derivatives |
||||||||||||
Loss on extinguishment of debt |
||||||||||||
Interest expense |
||||||||||||
|
|
|||||||||||
Loss before taxes |
$ |
( |
) | |||||||||
|
|
Successor |
||||||||||||
Period from May 22, 2020 through December 31, 2020 |
||||||||||||
Cyber & Engineering |
Analytics |
Total |
||||||||||
Revenues |
$ | $ | $ | |||||||||
Segment adjusted gross margin |
||||||||||||
Segment adjusted gross margin % |
% | % | % | |||||||||
Research and development costs excluded from segment adjusted gross margin |
( |
) | ||||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative |
||||||||||||
Research and development |
||||||||||||
Transaction expenses |
||||||||||||
Operating loss |
( |
) | ||||||||||
Interest expense |
||||||||||||
Loss before taxes |
$ |
( |
) | |||||||||
Successor |
Successor |
|||||||||||||||||||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||||||||||||||||||
Cyber & Engineering |
Analytics |
Corporate |
Total |
Cyber & Engineering |
Analytics |
Corporate |
Total |
|||||||||||||||||||||||||
Total assets |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
March 31, 2022 |
December 31, 2021 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Accounts receivable, less allowance for doubtful accounts of $ |
||||||||
Contract assets |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Non-current assets: |
||||||||
Property and equipment, net |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Other non-current assets |
||||||||
|
|
|
|
|||||
Total assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities and equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Short-term debt, including current portion of long-term debt |
||||||||
Accrued liabilities |
||||||||
Contract liabilities |
||||||||
Derivative liabilities |
||||||||
Other current liabilities |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Non-current liabilities: |
||||||||
Long-term debt, net |
||||||||
Deferred tax liabilities |
||||||||
Other non-current liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and contingencies (Note I) |
||||||||
Stockholders’ equity: |
||||||||
Common stock, par value $ |
||||||||
Additional paid-in capital |
||||||||
Treasury stock, at cost |
( |
) | ||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ equity |
||||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
$ |
$ |
||||||
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Revenues |
$ | $ | ||||||
Cost of revenues |
||||||||
|
|
|
|
|||||
Gross margin |
||||||||
Operating expenses: |
||||||||
Selling, general and administrative |
||||||||
Research and development |
||||||||
Transaction expenses |
||||||||
|
|
|
|
|||||
Operating loss |
( |
) |
( |
) | ||||
Net decrease in fair value of derivatives |
( |
) | ||||||
Interest expense |
||||||||
Other expense (income) |
( |
) | ||||||
|
|
|
|
|||||
Loss before taxes |
( |
) |
( |
) | ||||
Income tax expense (benefit) |
( |
) | ||||||
|
|
|
|
|||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
|||||
Basic net loss per share |
$ | ( |
) | $ | ( |
) | ||
Diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
Weighted-average shares outstanding: |
||||||||
Basic |
||||||||
Diluted |
Common Stock |
Additional paid in capital |
Treasury stock |
Accumulated deficit |
Total stockholders’ equity |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
As of December 31, 2020 * |
$ | $ | $ | — | $ | ( |
) | $ | ||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Equity-based compensation expense |
— | — | — | |||||||||||||||||||||
As of March 31, 2021 |
$ | $ | $ | — | $ | ( |
) | $ | ||||||||||||||||
Common Stock |
Additional paid in capital |
Treasury stock |
Accumulated deficit |
Total stockholders’ equity |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
As of December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Equity-based compensation expense |
— | — | ||||||||||||||||||||||
Repurchase of shares as a result of Forward Share Purchase Agreements |
( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||
As of March 31, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
|||||||||||||||
* | The units of the Company prior to the Merger (as defined in Note A—Description of the Business) have been retroactively restated to reflect the exchange ratio established in the Merger (computed as |
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
||||||||
Depreciation and amortization expense |
||||||||
Amortization of debt issuance costs |
||||||||
Equity-based compensation expense |
||||||||
Deferred income tax expense (benefit) |
( |
) | ||||||
Net decrease in fair value of derivatives |
( |
) | — | |||||
Changes in assets and liabilities: |
||||||||
Decrease (increase) in accounts receivable |
( |
) | ||||||
(Increase) decrease in contract assets |
( |
) | ||||||
Decrease (increase) in prepaid expenses and other assets |
( |
) | ||||||
Increase in accounts payable |
||||||||
Increase in accrued liabilities |
||||||||
(Decrease) increase in contract liabilities |
( |
) | ||||||
Increase in other liabilities |
||||||||
Net cash (used in) provided by operating activities |
( |
) |
||||||
Cash flows from investing activities: |
||||||||
Acquisition of businesses, net of cash acquired |
( |
) | ||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Net cash used in investing activities |
( |
) |
( |
) | ||||
Cash flows from financing activities: |
||||||||
Repurchase of shares as a result of forward share purchase agreements |
( |
) | — | |||||
Repayment of short-term borrowings |
( |
) | ||||||
Repayment of term loan |
( |
) | ||||||
Net cash used in financing activities |
( |
) |
( |
) | ||||
Net (decrease) increase in cash and cash equivalents and restricted cash |
( |
) | ||||||
Cash and cash equivalents and restricted cash at the beginning of period |
||||||||
Cash and cash equivalents and restricted cash at the end of the period |
$ |
$ |
||||||
March 31, 2022 |
December 31, 2021 |
|||||||
Reconciliation of cash and cash equivalents and restricted cash: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Cash and cash equivalents and restricted cash at end of the period |
$ |
$ |
||||||
March 31, 2022 |
||||||||||||||||||
Balance Sheet Caption |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||
Private warrants |
Other non-current liabilities |
$ | $ | $ | $ | |||||||||||||
Written put options |
Derivative liabilities | |||||||||||||||||
December 31, 2021 |
||||||||||||||||||
Balance Sheet Caption |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||
Private warrants |
Other non-current liabilities |
$ | $ | $ | $ | |||||||||||||
Written put options |
Derivative liabilities |
Level 3 |
||||||||
Private warrants |
Written put options |
|||||||
December 31, 2021 |
$ | $ | ||||||
Changes in fair value |
( |
) | ||||||
Settlements |
( |
) | ||||||
|
|
|
|
|||||
March 31, 2022 |
$ |
$ |
||||||
|
|
|
|
March 31, 2022 |
December 31, 2021 |
|||||||
Prepaid insurance |
$ | $ | ||||||
Prepaid expenses |
||||||||
Pre-contract costs 1 |
||||||||
|
|
|
|
|||||
Total prepaid expenses and other current assets |
$ |
$ |
||||||
|
|
|
|
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). |
March 31, 2022 |
December 31, 2021 |
|||||||
Payroll accruals |
$ | $ | ||||||
Accrued interest |
||||||||
Other accrued expenses |
||||||||
|
|
|
|
|||||
Total accrued liabilities |
$ |
$ |
||||||
|
|
|
|
March 31, 2022 |
December 31, 2021 |
|||||||
Convertible Notes |
$ | $ | ||||||
Bank of America Senior Revolver |
||||||||
D&O Financing Loan |
||||||||
Total debt |
||||||||
Less: unamortized issuance costs |
||||||||
Total debt, net |
||||||||
Less: current portion |
||||||||
Long-term debt, net |
$ |
$ |
||||||
(i) | A Base Rate plus a Base Rate Margin of BSBY |
(ii) | The BSBY Rate plus a BSBY Margin of |
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Effective tax rate |
( |
)% | % |
December 6, 2021 |
||||
Highbridge Investors |
||||
Tenor |
||||
Glazer Investors |
||||
|
|
|||
Total shares |
||||
|
|
December 31, 2021 |
||||
Value of the written put options |
$ | |||
Exercise price |
$ | |||
Common stock price |
$ | |||
Expected option term (in years) |
||||
Expected volatility |
% | |||
Risk-free rate of return |
% | |||
Expected annual dividend yield |
% |
March 31, 2022 |
December 31, 2021 |
|||||||
Common stock: |
||||||||
Authorized shares of common stock |
||||||||
Common stock par value per share |
$ | $ | ||||||
Common stock outstanding at the period end |
March 31, 2022 |
December 31, 2021 |
|||||||
Preferred stock: |
||||||||
Authorized shares of preferred stock |
||||||||
Preferred stock par value per share |
$ | $ | ||||||
Preferred stock outstanding at the period end |
March 31, 2022 |
December 31, 2021 |
|||||||
Fair value of each private warrant |
$ | $ | ||||||
Exercise price |
$ | $ | ||||||
Common stock price |
$ | $ | ||||||
Expected option term (in years) |
||||||||
Expected volatility |
% | % | ||||||
Risk-free rate of return |
% | % | ||||||
Expected annual dividend yield |
% | % |
February 16, 2021 |
||||
Volatility |
% | |||
Risk-free interest rate |
% | |||
Expected time to exit (in years) |
July 29, 2021 |
||||
Volatility |
% | |||
Risk-free interest rate |
% | |||
Expected time to exit (in years) |
Unvested and outstanding as of December 31, 2021 |
||||
Vested |
( |
) | ||
Forfeited |
( |
) | ||
Unvested and outstanding as of March 31, 2022 |
||||
March 30, 2022 | ||||
Stock Options grant date |
||||
Number of Stock Options granted |
||||
Fair value of the Stock Options on the grant date |
$ | |||
Expected option term (in years) |
||||
Expected volatility |
% | |||
Risk-free rate of return |
% | |||
Expected annual dividend yield |
% |
Stock Options Outstanding |
Weighted- Average Exercise Price Per Share |
Weighted-Average Remaining Contractual Life (in years) |
Aggregate Intrinsic Value |
|||||||||||||
Unvested and outstanding as of December 31, 2021 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Vested |
— | — | ||||||||||||||
Forfeited |
( |
) | ||||||||||||||
Unvested and outstanding as of March 31, 2022 |
$ | $ | ||||||||||||||
Stock Options vested and exercisable as of March 31, 2022 |
— | $ | — | $ | — | |||||||||||
RSUs Outstanding |
Weighted-Average Grant Date Fair Value Per Share |
|||||||
Unvested and outstanding as of December 31, 2021 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Unvested and outstanding as of March 31, 2022 |
$ |
|||||||
PSUs Outstanding |
Weighted-Average Grant Date Fair Value Per Share |
|||||||
Unvested and outstanding as of December 31, 2021 |
$ | |||||||
Granted |
||||||||
Vested |
||||||||
Forfeited |
||||||||
|
|
|
|
|||||
Unvested and outstanding as of March 31, 2022 |
$ |
|||||||
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Stock compensation expense in selling, general and administrative |
$ | $ | ||||||
Stock compensation expense in cost of revenues |
||||||||
Stock compensation expense in research and development |
||||||||
|
|
|
|
|||||
Total stock compensation expense |
$ |
$ |
||||||
|
|
|
|
Three Months Ended March 31, |
||||||||
Basic and diluted net loss per share |
2022 |
2021 |
||||||
Numerator: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Weighted average Shares outstanding—basic and diluted |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per Share |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Time and materials |
$ | $ | ||||||
Firm fixed price |
||||||||
Cost-plus |
||||||||
|
|
|
|
|||||
Total revenues |
$ |
$ |
||||||
|
|
|
|
Three Months Ended March 31, 2022 |
||||||||||||||||
Cyber & Engineering |
Analytics |
Total |
Percent of total revenues |
|||||||||||||
Customer A |
$ | $ | $ | % | ||||||||||||
Customer B |
% | |||||||||||||||
Customer C (1) |
% | |||||||||||||||
All others |
% | |||||||||||||||
Total revenues |
$ |
$ |
$ |
% | ||||||||||||
Three Months Ended March 31, 2021 |
||||||||||||||||
Cyber & Engineering |
Analytics |
Total |
Percent of total revenues |
|||||||||||||
Customer A |
$ | $ | $ | % | ||||||||||||
Customer B |
% | |||||||||||||||
Customer C (1) |
% | |||||||||||||||
All others |
% | |||||||||||||||
Total revenues |
$ |
$ |
$ |
% | ||||||||||||
(1) |
Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability. |
March 31, 2022 |
December 31, 2021 |
|||||||
Contract assets |
$ | $ | ||||||
Contract liabilities |
$ | $ |
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Net EAC Adjustments, before income taxes |
$ | $ | ||||||
Net EAC Adjustments, net of income taxes |
$ | $ | ||||||
Net EAC Adjustments, net of income taxes, per diluted share |
$ | $ |
Three Months Ended March 31, 2022 |
||||||||||||
Cyber & Engineering |
Analytics |
Total |
||||||||||
Revenues |
$ | $ | $ | |||||||||
Segment adjusted gross margin |
||||||||||||
Segment adjusted gross margin % |
% | % | % | |||||||||
Research and development costs excluded from segment adjusted gross margin |
( |
) | ||||||||||
Equity-based compensation excluded from segment adjusted gross margin |
( |
) | ||||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative |
||||||||||||
Research and development |
||||||||||||
Transaction expenses |
||||||||||||
|
|
|||||||||||
Operating loss |
( |
) | ||||||||||
Net decrease in fair value of derivatives |
( |
) | ||||||||||
Interest expense |
||||||||||||
Other expense |
||||||||||||
|
|
|||||||||||
Loss before taxes |
$ |
( |
) | |||||||||
|
|
|||||||||||
Three Months Ended March 31, 2021 |
||||||||||||
Cyber & Engineering |
Analytics |
Total |
||||||||||
Revenues |
$ | $ | $ | |||||||||
Segment adjusted gross margin |
||||||||||||
Segment adjusted gross margin % |
% | % | % | |||||||||
Research and development costs excluded from segment adjusted gross margin |
( |
) | ||||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative |
||||||||||||
Research and development |
||||||||||||
|
|
|||||||||||
Operating loss |
( |
) | ||||||||||
Interest expense |
||||||||||||
Other income |
( |
) | ||||||||||
|
|
|||||||||||
Loss before taxes |
$ |
( |
) | |||||||||
|
|
March 31, 2022 |
December 31, 2021 |
|||||||||||||||||||||||||||||||
Cyber & Engineering |
Analytics |
Corporate |
Total |
Cyber & Engineering |
Analytics |
Corporate |
Total |
|||||||||||||||||||||||||
Total assets |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities and Exchange Commission registration fee |
$ |
0 | ||
Accounting fees and expenses |
26,500 | |||
Legal fees and expenses |
100,000 | |||
Financial printing and miscellaneous expenses |
100,000 | |||
|
|
|||
Total |
$ | 226,500 | ||
|
|
Cash |
Number of Shares of Stock |
|||||||
Oppenheimer |
$ | 8,338,560.00 | 833,856 | |||||
BMO |
$ | 2,480,000.00 | 248,000 | |||||
Nomura |
$ | 1,004,640.00 | 100,464 | |||||
William Blair |
$ | 3,130,000.00 | 313,000 |
Period |
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Share Purchased as Part of Publicly Announced Plans Or Programs |
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs |
||||||||||||
January 1, 2022 to January 31, 2022 |
— | $ | — | — | $ | — | ||||||||||
February 1, 2022 to February 28, 2022 |
5,000,000 | 10.13 | — | — | ||||||||||||
March 1, 2022 to March 31, 2022 |
4,952,803 | 10.15 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
9,952,803 | $ | 10.14 | — |
$ | — | ||||||||||
|
|
|
|
|
|
|
|
# | Indicates a management contract or compensatory plan, contract or arrangement. |
† | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request. |
** | Previously filed. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(a) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(b) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the prospectus. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of registration statement filed with the Securities and Exchange Commission (the “ Commission |
(c) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any “free writing prospectus” relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other “free writing prospectus” relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(5) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth or described in Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
BIGBEAR.AI HOLDINGS, INC. | ||||
By: | /s/ Julie Peffer | |||
Name: | Julie Peffer | |||
Title: | Chief Financial Officer |
Signature |
Position |
Date | ||
/s/ Dr. Louis R. Brothers Dr. Louis R. Brothers |
Chief Executive Officer and Director (Principal Executive Officer) | June 21, 2022 | ||
/s/ Julie Peffer Julie Peffer |
Chief Financial Officer (Principal Financial Officer) |
June 21, 2022 | ||
/s/ Sean Ricker Sean Ricker |
Corporate Controller (Principal Accounting Officer) |
June 21, 2022 | ||
/s/ Sean Battle Sean Battle |
Director | June 21, 2022 | ||
/s/ Pamela Braden Pamela Braden |
Director | June 21, 2022 | ||
/s/ Peter Cannito Peter Cannito |
Director | June 21, 2022 | ||
/s/ Dr. Raluca Dinu Dr. Raluca Dinu |
Director | June 21, 2022 | ||
/s/ Paul Fulchino Paul Fulchino |
Director | June 21, 2022 |
Signature |
Position |
Date | ||
/s/ Jeffrey Hart Jeffrey Hart |
Director | June 21, 2022 | ||
/s/ Dorothy D. Hayes Dorothy D. Hayes |
Director | June 21, 2022 | ||
/s/ Ranaan I. Horowitz Ranaan I. Horowitz |
Director | June 21, 2022 | ||
/s/ Dr. Avi Katz Dr. Avi Katz |
Director | June 21, 2022 | ||
/s/ Kirk Konert Kirk Konert |
Director | June 21, 2022 |