Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Entity Registrant Name | BigBear.ai Holdings, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001836981 |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 6 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 68,900 | $ 9,704 | |
Restricted cash | 101,021 | ||
Accounts receivable, less allowance for doubtful accounts of $43 as of December 31, 2021 and December 31, 2020 | 28,605 | 21,426 | |
Contract assets | 628 | 2,575 | |
Prepaid expenses and other current assets | 7,028 | 641 | |
Total current assets | 206,182 | 34,346 | |
Non-current assets: | |||
Property and equipment, net | 1,078 | 863 | |
Goodwill | 91,636 | 91,271 | |
Intangible assets, net | 83,646 | 90,498 | |
Deferred tax assets | 794 | ||
Other non-current assets | 780 | 593 | |
Total assets | 383,322 | 218,365 | |
Current liabilities: | |||
Accounts payable | 5,475 | 2,731 | |
Short-term debt, including current portion of long-term debt | 4,233 | 1,100 | |
Accrued liabilities | 10,735 | 7,270 | |
Contract liabilities | 4,207 | 541 | |
Derivative liabilities | 44,827 | ||
Other current liabilities | 541 | 413 | |
Total current liabilities | 70,018 | 12,055 | |
Non-current liabilities: | |||
Long-term debt, net | 190,364 | 105,894 | |
Deferred tax liabilities | 248 | ||
Other non-current liabilities | 324 | 19 | |
Total liabilities | 260,954 | 117,968 | |
Commitments and contingencies (Note M) | |||
Equity: | |||
Common stock, par value $0.0001; 500,000,000 shares authorized and 135,566,227 shares issued at December 31, 2021. | 14 | 11 | |
Additional paid-in capital | 253,744 | 108,224 | |
Accumulated deficit | (131,390) | (7,838) | |
Total equity | 122,368 | 100,397 | [1] |
Total liabilities and equity | $ 383,322 | $ 218,365 | |
[1] | 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 105,000,000 shares of Common Stock to 100 Company units). |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance | $ 43 | $ 43 |
Common stock par value per share | $ 0.0001 | |
Common shares authorized (in shares) | 500,000,000 | |
Common stock issued (in shares) | 135,566,227 | |
Common stock outstanding (in shares) | 135,566,227 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 31,552 | $ 59,765 | $ 145,578 | $ 73,626 |
Cost of revenues | 22,877 | 46,755 | 111,510 | 56,130 |
Gross margin | 8,675 | 13,010 | 34,068 | 17,496 |
Operating expenses: | ||||
Selling, general and administrative | 7,909 | 7,632 | 106,507 | 11,004 |
Research and development | 530 | 85 | 6,033 | 110 |
Transaction expenses | 10,091 | 0 | 0 | 0 |
Operating (loss) income | (9,855) | 5,293 | (78,472) | 6,382 |
Net increase in fair value of derivatives | 33,353 | |||
Loss on extinguishment of debt | 0 | 0 | 2,881 | 0 |
Interest expense | 616 | 1 | 7,762 | 127 |
(Loss) income before taxes | (10,471) | 5,292 | (122,468) | 6,255 |
Income tax (benefit) expense | (2,633) | 3 | 1,084 | 9 |
Net (loss) income | $ (7,838) | $ 5,289 | $ (123,552) | $ 6,246 |
Basic net loss per share | $ (0.07) | $ (1.15) | ||
Diluted net loss per share | $ (0.07) | $ (1.15) | ||
Weighted-average shares outstanding: | ||||
Basic | 105,000,000 | 107,009,834 | ||
Diluted | 105,000,000 | 107,009,834 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Members' contribution | Retained earnings/ Accumulated deficit | Common Stock | Additional Paid-in Capital | Class A Units | Class B Units | |
Beginning balance, shares at Dec. 31, 2018 | 900 | |||||||
Beginning balance at Dec. 31, 2018 | $ 6,164 | $ 4,894 | $ 1,270 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 6,246 | 6,246 | ||||||
Class B Units vested | 10 | |||||||
Equity-based compensation expense | 104 | 104 | ||||||
Distributions | (839) | (839) | ||||||
Ending balance, shares at Dec. 31, 2019 | 900 | 10 | ||||||
Ending balance at Dec. 31, 2019 | 11,675 | 4,998 | 6,677 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 5,289 | 5,289 | ||||||
Equity-based compensation expense | 80 | 80 | ||||||
Distributions | (9,773) | (9,773) | ||||||
Ending balance, shares at Oct. 22, 2020 | 900 | 10 | ||||||
Ending balance at Oct. 22, 2020 | 7,271 | $ 5,078 | 2,193 | |||||
Beginning balance (in shares) at May. 21, 2020 | 0 | |||||||
Beginning balance at May. 21, 2020 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (7,838) | (7,838) | ||||||
Parent's contributions (in shares) | [1] | 105,000,000 | ||||||
Parent's contributions | [1] | 95,047 | $ 11 | $ 95,036 | ||||
Parent's contributions for acquisitions | 13,188 | 13,188 | ||||||
Ending balance, common shares (in shares) at Dec. 31, 2020 | [1] | 105,000,000 | ||||||
Ending balance at Dec. 31, 2020 | [1] | 100,397 | (7,838) | $ 11 | 108,224 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (123,552) | (123,552) | ||||||
Equity-based compensation expense | 60,615 | 60,615 | ||||||
GigCapital4 shares net of redemptions, including PIPE, warrant liability, and Merger costs (in shares) | 30,556,227 | |||||||
GigCapital4 shares net of redemptions, including PIPE, warrant liability, and Merger costs | $ 84,908 | $ 3 | 84,905 | |||||
Ending balance, common shares (in shares) at Dec. 31, 2021 | 135,566,227 | 135,556,227 | ||||||
Ending balance at Dec. 31, 2021 | $ 122,368 | $ (131,390) | $ 14 | $ 253,744 | ||||
[1] | 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 105,000,000 shares of Common Stock to 100 Company units). |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - shares | Dec. 07, 2021 | Dec. 06, 2021 | Dec. 31, 2021 |
Common stock issued (in shares) | 105,000,000 | 135,566,227 | |
BigBear Holdings | |||
Common units converted (in shares) | 100 | 100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (7,838) | $ 5,289 | $ (123,552) | $ 6,246 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization expense | 1,028 | 52 | 7,262 | 50 |
Amortization of debt issuance costs | 17 | 0 | 679 | 0 |
Equity-based compensation expense | 0 | 80 | 60,615 | 104 |
Provision for doubtful accounts | 43 | 0 | 0 | 0 |
Deferred income tax expense (benefit) | (2,637) | (8) | 1,042 | (2) |
Loss on extinguishment of debt | 0 | 0 | 2,881 | 0 |
Net increase in fair value of derivatives | 0 | 0 | 33,353 | 0 |
Loss on sale of property and equipment | 0 | 0 | 14 | 0 |
Changes in assets and liabilities: | ||||
(Increase) decrease in accounts receivable | (4,000) | 6,818 | (7,179) | (2,488) |
(Increase) decrease in contract assets | 3,868 | (4,300) | 1,947 | (127) |
(Increase) decrease in prepaid expenses and other assets | (453) | (29) | (6,437) | (59) |
Increase (decrease) in accounts payable | 1,111 | 51 | 2,744 | (349) |
Increase (decrease) in accrued liabilities | 1,224 | 504 | 2,845 | 735 |
Increase (decrease) in contract liabilities | 40 | 0 | 3,666 | 0 |
Increase (decrease) in other liabilities | 181 | 157 | 338 | 11 |
Net cash (used in) provided by operating activities | (7,416) | 8,614 | (19,782) | 4,121 |
Cash flows from investing activities: | ||||
Acquisition of businesses, net of cash acquired | (184,714) | 0 | (224) | 0 |
Purchases of property and equipment | (155) | (121) | (645) | (18) |
Proceeds from disposal of property and equipment | 0 | 0 | 6 | 0 |
Net cash used in investing activities | (184,869) | (121) | (863) | (18) |
Cash flows from financing activities: | ||||
Proceeds from term loan | 107,249 | 0 | 0 | 0 |
Repayment of term loan | 0 | 0 | (110,000) | 0 |
Proceeds from promissory notes | 91,283 | 0 | 0 | 0 |
Repayment of promissory notes | (91,283) | 0 | 0 | 0 |
Proceeds from short-term borrowings | 4,000 | 2,000 | 9,233 | 0 |
Repayment of short-term borrowings | (4,000) | (2,000) | (5,000) | (2,000) |
Proceeds from issuance of convertible notes | 0 | 0 | 200,000 | 0 |
Proceeds from the Merger | 0 | 0 | 101,958 | 0 |
Payment of Merger transaction costs | 0 | 0 | (9,802) | 0 |
Payment of debt issuance costs to third parties | (307) | 0 | (5,527) | 0 |
Distributions to members | 0 | (9,773) | 0 | (839) |
Parent's contribution | 95,047 | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 201,989 | (9,773) | 180,862 | (2,839) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 9,704 | (1,280) | 160,217 | 1,264 |
Cash and cash equivalents and restricted cash at beginning of year | 0 | 1,644 | 9,704 | 380 |
Cash and cash equivalents and restricted cash at end of year | 9,704 | 364 | 169,921 | 1,644 |
Cash paid during the period for: | ||||
Interest | 384 | 1 | 6,241 | 127 |
Income taxes | 0 | 9 | 68 | 5 |
Supplemental schedule of non-cash investing and financing activities: | ||||
Merger transaction costs paid included in accrued liabilities | 0 | 0 | 259 | 0 |
Merger costs settled through issuance of common stock | 0 | 0 | 10,153 | 0 |
Debt issuance costs settled through issuance of common stock | 0 | 0 | 4,800 | 0 |
Initial fair value of written put option at closing | 0 | 0 | 11,371 | 0 |
Initial fair value of private warrants at closing | 0 | 0 | 421 | 0 |
Parent units issued for acquisitions | 13,188 | 0 | 0 | 0 |
Reconciliation of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | 9,704 | 68,900 | ||
Restricted cash | 0 | 101,021 | ||
Cash and cash equivalents and restricted cash at end of the period | $ 9,704 | $ 364 | $ 169,921 | $ 1,644 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note A—Description of the Business Affiliates of AE Industrial Partners Fund II, LP (“AE”), a private equity firm specializing in aerospace, defense, space and government services, power generation, and specialty industrial markets, formed a series of acquisition vehicles on May 22, 2020, which included Lake Parent, LLC (“Lake Parent”), BigBear.ai Holdings, LLC, (“BigBear.ai Holdings” or “Successor”, formerly known as Lake Intermediate, LLC), BigBear.ai Intermediate Holdings, LLC (“BigBear.ai Intermediate”, formerly known as Lake Finance, LLC) and BigBear.ai, LLC, (“BigBear.ai”, formerly known as Lake Acquisition, LLC) with Lake Parent being the top holding company. BigBear.ai and BigBear.ai Intermediate are wholly owned subsidiaries of BigBear.ai Holdings. On June 19, 2020, BigBear.ai acquired NuWave Solutions, LLC (“NuWave”). Subsequently, NuWave entered into an agreement with Open Solutions Group, LLC (“Open Solutions”) to acquire 100% of its equity on December 2, 2020. On December 21, 2020, BigBear.ai acquired the Government Services division of ProModel Government Solutions Inc. (“ProModel”). Separately, AE also formed a series of acquisition vehicles on October 8, 2020 which included PCISM Ultimate Holdings, LLC (subsequently renamed to BBAI Ultimate Holdings, LLC, “Parent”), PCISM Holdings, LLC, PCISM Intermediate Holdings, LLC, and PCISM Intermediate II Holdings, LLC. On October 23, 2020, Parent acquired PCI Strategic Management, LLC (“PCI” or “Predecessor”). On December 21, 2020, NuWave acquired 100% of the equity of PCI in a series of transactions which resulted in BigBear.ai Holdings being a wholly owned subsidiary of Parent. These transactions left Lake Parent with no assets or operations, and it was dissolved. BigBear.ai Holdings includes the Predecessor, which is comprised of PCI prior to its acquisition date, and the Successor, including NuWave, PCI, Open Solutions and ProModel after the acquisition of each, respectively. The Company offers a comprehensive suite of solutions including artificial intelligence (“AI”) and machine learning (“ML”), data science, advanced analytics, offensive and defensive cyber, data management, cloud solutions, digital engineering, and systems integration. On December 7, 2021, the previously announced merger (“Merger”) with GigCapital4, Inc. (“GigCapital4”) was consummated pursuant to the business combination agreement (the “Agreement”) dated June 4, 2021, as amended in July 2021 and December 2021, by and between GigCapital4 Merger Sub Corporation (the “Merger Sub”), a wholly owned subsidiary of GigCapital4, BigBear.ai Holdings, and Parent. Immediately prior to the stockholder vote for the Merger, GigCapital4 executed a series of Forward Share Purchase Agreements (“FPAs”) with certain investors. Included within the FPAs is a provision that each of the participants would not redeem their shares and instead would hold the shares for a period of up to three months following the consummation of the Merger, at which time they will have the right to sell the shares to the Company for $10.15 per share. Upon the closing of the Merger, GigCapital4 was renamed to BigBear.ai, Holdings Inc. (“BigBear.ai” or the “Company”), the SEC registrant. As a result of the Merger, the Company received aggregate gross proceeds of $101,958 from GigCapital4’s trust account and PIPE Proceeds, and issued $200,000 of unsecured convertible notes that are convertible into 17,391,304 shares of the Company’s common stock at an initial Conversion Price of $11.50 (refer to Note I The Merger is accounted for as a reverse recapitalization in which GigCapital4 is treated as the acquired company. For accounting purposes, the Merger is treated as the equivalent of BigBear.ai Holdings issuing equity for the net assets of GigCapital4 followed by a recapitalization. A reverse recapitalization does not result in a new basis of accounting, and the consolidated financial statements of the combined entity (BigBear.ai) represent the continuation of the consolidated financial statements of BigBear.ai Holdings in many respects. Immediately prior to the closing of the Merger, but following the consummation of the GigCapital4’s domestication to a Delaware corporation, the authorized capital stock of GigCapital4 consisted of 501,000,000 shares, including (i) 500,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock. 135,566,227 shares of common stock and no shares of the preferred stock were outstanding as of December 31, 2021. At the effective time of the Merger, 100 units of BigBear.ai Holdings were cancelled and automatically deemed for all purposes to represent the Parent’s right to receive, in the aggregate, $75 million in cash and shares in GigCapital4, and Parent exchanged its 100 units of BigBear.ai Holdings for 105,000,000 shares of BigBear.ai’s common stock. In addition, 8,000,000 shares of PIPE financing were issued and 1,495,320 shares were issued to certain advisors. AE became the majority stockholder of the Company, via its ownership of Parent, following the close of the Merger (83.5%). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B—Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts. The period from May 22, 2020 (inception) through December 31, 2020 and as of December 31, 2020 (the “Successor 2020 Period”) and the year ended December 31, 2021 (the “Successor 2021 Period”) relate to activity of BigBear.ai Holdings and its subsidiaries. The year ended December 31, 2019 (the “Predecessor 2019 Period”), and the period from January 1, 2020 to October 22, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period. The Successor 2020 Period begins before the Predecessor 2020 Period ended due to the acquisitions that took place prior to the acquisition of PCI. The PCI, NuWave, Open Solutions, and ProModel acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), and the resulting new basis of accounting is reflected in the Successor 2020 Period as of each acquisition date. As a result, financial information of the Predecessor and Successor periods has been prepared under two different bases of accounting and therefore are not comparable. PCI was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, and ongoing management. The audited consolidated financial statements are presented as described below: • 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. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ materially from those estimates. Accounting policies subject to estimates include valuation of goodwill, intangible assets, impairments, revenue recognition, income taxes, business combinations and equity-based compensation. Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets and liabilities assumed and to establish the acquisition date fair value as of the measurement date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. Transaction expenses that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Revenue Recognition The Company’s revenues from contracts with customers are from offerings including artificial intelligence and machine learning, data science, advanced analytics, offensive and defensive cyber, data management, cloud solutions, digital engineering, and systems integration, primarily with the U.S. Government and its agencies. The Company also serves various commercial customers. The Company organizes its solutions into three categories: 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. Each of the Company’s solutions can be sold individually or combined and sold together. Regardless of whether a customer is procuring only one of the Company’s solutions or a combination of solutions, the Company’s contracts generally include a significant service of integrating the solutions with the Company’s customer’s existing solutions and information systems. After the Company implements the solutions, the Company may also enter into contracts with the customers to further refine or customize these solutions to either enhance the functionality or adjust for changes in the customer’s requirements. These post-implementation service contracts are generally performed on a time-and-materials The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company performs under various types of contracts, which generally include firm-fixed-price (“FFP”) and time-and-materials Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined pre-determined The Company assesses each contract at its inception to determine whether it should be combined with other contracts. When making this determination, the Company considers factors such as whether two or more contracts were negotiated and executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as one single contract for revenue recognition purposes. The Company generally uses internally developed and third-party applications, which the Company integrates, when implementing solutions to meet specific customer requirements. The Company evaluates the solutions or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. Each of the Company’s solutions is capable of being distinct as the customer can benefit from each individual solution on its own or with other resources that are readily available. When customer contracts include a significant service of integrating the solutions to provide a set of integrated or highly interrelated tasks, the Company accounts for these arrangements as a single performance obligation. While the contracts provide customers access to the Company’s solutions, the contracts generally do not contain separate licensing provisions for independent use of the underlying internally developed software. Additionally, these components are highly interdependent and highly interrelated into the solutions delivered to the Company’s customers. Therefore, these components are not capable of being distinct and are not separately identifiable from the other promises in the contract. In cases where customer contracts have an explicit licensing provision to the underlying software, such software is generally accounted for as a separate performance obligation. The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the solutions or services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant revenue reversal and if necessary, constrains the amount of variable consideration recognized in order to mitigate this risk. At the inception of a contract, the Company estimates the transaction price based on its current rights and does not contemplate future modifications (including unexercised options) or follow-on For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the estimated standalone selling price of the solution or service underlying each performance obligation. The standalone selling price represents the amount for which the Company would sell the solution or service to a customer on a standalone basis (i.e., not bundled with any other solutions or services). The Company’s contracts with the U.S. government are subject to the Federal Acquisition Regulation (“FAR”) and priced on estimated or actual costs of providing the goods or services. The FAR provides guidance on types of costs that are allowable in establishing prices for goods and services provided to the U.S. government and its agencies. Each contract is competitively priced and bid separately. Pricing for non-U.S. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the solutions and services. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the solution or service. Substantially all of the Company’s revenue is recognized over time as the Company performs under the contract because control of the work in process transfers continuously to the customer. For most contracts with the U.S. Government, this continuous transfer of control of the work in process to the customer is supported by clauses in the contract that give the customer ownership of work in process and allow the customer to unilaterally terminate the contract for convenience and pay the Company for costs incurred plus a reasonable profit. For most non-U.S. non-performance, For performance obligations to deliver solutions with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-completion cost-to-cost percentage-of-completion cost-to-cost For arrangements with the U.S. Government, the Company generally does not begin work on contracts until funding is appropriated by the customer. Billing timetables and payment terms on the Company’s contracts vary based on a number of factors, including the contract type. CPFF and T&M contracts are generally billed on a monthly basis. FFP contracts are generally billed based on milestones, which are the achievement of specific events as defined in the contract. Amounts billed and due from customers are classified as receivables on the combined balance sheets. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. In some cases where a portion of payment retained by the customer is not considered a significant financing component; the Company expects, at contract inception, that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. Sale of Products Revenue from sale of products to customers purchased from third parties is recognized at a point in time when control has transferred to the customer. Control is transferred to the customer upon customer acceptance or receipt of the product. At this point in time, the Company has a present right to payment, and the customer has legal title and physical possession of the product as well as the risks and rewards of ownership. Contract Balances Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities consist of billings in excess of revenues and customer advances. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues Cash and Cash Equivalents Cash and cash equivalents are comprised of cash on hand, cash balances with banks and similar institutions and all highly liquid investments with an original maturity of three months or less when purchased. Restricted Cash The Company’s restricted cash consists of cash deposited into escrow accounts reflecting the full obligation to certain investors related to the FPAs. The funds held in the escrow accounts will not be available to the Company for three months following the consummation of the Merger unless and until any of the Investors sell these shares in the market or the investors redeem their shares under FPAs by March 7, 2022. Notwithstanding the sale of shares by any FPA investors, the restricted cash will be used to settle any of the Company’s repurchase obligations arising as a result of a FPA investor requiring the Company to repurchase its shares. The Company settled its obligations under the FPAs subsequent to December 31, 2021. See “Note V — Subsequent Events” for additional information. Property and Equipment Property and equipment are the long-lived, physical assets of the Company acquired for use in the Company’s normal business operations and not intended for resale by the Company. These assets are recorded at cost. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures that increase the efficiency of the assets are expensed as incurred. Assets under capital leases are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of revenues based upon the asset. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Property and equipment Estimate useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations. The Company regularly evaluates its property and equipment for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations and consist of identifiable finite-lived intangible assets, including technology and customer relationships. These finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible asset are consumed. The Company regularly evaluates its intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 350, Intangibles–Goodwill and Other Leases In accordance with ASC 840, Leases ASC 840 minimum non-contingent rent Warrants As part of GigCapital4’s Initial Public Offering, public and private warrants were issued, which were assumed by BigBear.ai upon consummation of the Merger. Warrants are accounted for in accordance with the guidance of ASC 815, Derivatives and Hedging ASC 815 Written Put Option The Written Put Option is a liability under ASC 480, Distinguishing Liabilities from Equity Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value. ASC 820, Fair Value Measurement and Disclosures (“ASC 820”) Level 1—Quoted prices for identical instruments in active markets; Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These inputs are based on Company’s own assumptions about current market conditions and require significant management judgement or estimation. Financial instruments consist of cash equivalents, accounts receivable, accounts payable, accrued liabilities, private warrants, written put options, and debt. Cash equivalents are stated at fair value on a recurring basis. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt of payment date. Private warrants and written put options are marked to fair value on a periodic basis. Income Taxes The Company estimates its current tax expense together with assessing temporary differences resulting from differing treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s consolidated balance sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s consolidated statements of operations become deductible expenses under applicable income tax laws or loss or credit carry forwards are utilized. Accordingly, the realization of the Company’s deferred tax assets are dependent on future taxable income against which these deductions, losses, and credits can be utilized. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance when it is more likely than not that a future benefit on such deferred tax assets will not be realized. Changes in the valuation allowance, when recorded, would be included in the Company’s consolidated statements of operations. Management’s judgment is required in determining the Company’s valuation allowance recorded against its net deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in its provision (benefit) for income taxes. As of December 31, 2021, there were no accruals for uncertain tax positions. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, certificates of deposit, and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit quality. At times, such amounts may exceed federally insured limits. Cash and cash equivalents and restricted cash on deposit or invested with financial and lending institutions was $169,921 and $9,704, as of December 31, 2021 and December 31, 2020, respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in two operating and reportable segments, Cyber & Engineering and Analytics, as the CODM reviews financial information presented for both segments on a disaggregated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cyber & Engineering The Cyber & Engineering segment provides high-end Analytics The Analytics segment provides high-end The Predecessor operated as a single reportable operating segment of Cyber & Engineering. Goodwill Goodwill is the amount by which the purchase price exceeded the fair value of the net identifiable assets acquired and liabilities assumed in a business combination on the date of acquisition. Goodwill is assessed for impairment at least annually as of October 1, on a reporting unit basis, or when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company assesses impairment first on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where the qualitative analysis indicates that it is more likely than not that the fair value of a reporting unit does not exceed its carrying value, the Company performs a quantitative impairment test by which the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. Internal-Use Software Costs incurred in developing internal-use Equity-based Compensation Pursuant to ASC 718, Compensation – Stock Compensation recognizes equity-based compensation cost on a straight-line basis over the vesting period of the award. For equity classified equity-based awards with performance conditions, the Company recognizes equity-based compensation cost using the accelerated attribution method over the requisite service period when the Company determines it is probable that the performance condition will be satisfied. The Company recognizes forfeitures of equity-based awards in the period they occur. Research and Development Costs Research and development costs are primarily made up of labor charges, prototype material, and development expenses. Research and development costs are expensed in the period incurred. Advertising Costs All advertising, promotional and marketing costs are expensed when incurred and are included in selling, general and administrative expenses within the consolidated statements of operations. The table below presents advertising costs for the following periods: Successor Predecessor Year Ended December 31, Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, 2019 Advertising Costs $ 763 $ 35 $ 57 $ 42 Net Income (Loss) per Share Basic net loss per share is computed by dividing net loss applicable to stockholders by the weighted average number of shares outstanding for the period. Diluted net loss per share assumes conversion of potentially dilutive shares, such as stock options. The Company’s consolidated statements of operations include a presentation of net income (loss) per share for the Successor 2021 Period and Successor 2020 Period. Recently Issued Accounting Pronouncements The FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases ASC 842 ASU 2016-02 2016-02 right-of-use In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses ( ASC 326 ) ASU 2016-13 2016-13, 2016-13. 2016-13 2016-13 In October 2021, the FASB issued ASU No. 2021-08, Business Combinations ASC 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ASU 2021-08 No. 2014-09, Revenue from Contracts with Customers ASC 606 2021-08 2021-08 2021-08 Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) 815-40): ASU 2020-06 2020-06 2020-06 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Note C—Business Combinations NuWave Acquisition On June 19, 2020, the Successor acquired 100% of the equity interest of NuWave for cash and 2,900,000 units of the Successor’s Parent’s equity (“ Parent Units The purchase agreement with the sellers of NuWave also stipulated that certain funds would be held in escrow (“ Indemnification Escrow Deposit Adjustment Escrow Deposit The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. June 19, 2020 Cash paid $ 27,881 Equity issued 2,900 Purchase consideration $ 30,781 Assets: Cash $ 1,038 Accounts receivable 3,018 Other current assets 112 Contract assets 1,095 Deposits 27 Property and equipment 77 Intangible assets 16,200 $ 21,567 Liabilities: Accounts payable 365 Accrued liabilities 364 Deferred tax liability 476 $ 1,205 Fair value of net identifiable assets acquired 364 Goodwill $ 10,419 The following table summarizes the intangible assets acquired by class: June 19, 2020 Technology 5,400 Customer relationships 10,800 Total intangible assets 16,200 The fair value of the acquired technology was determined using the relief from royalty (“ RFR The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the asset purchase is deductible. The results of operations of NuWave for the period from June 19, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net loss included in the Successor 2020 Period were $13,725 and $118, respectively. The acquisition-related costs included in transaction expenses in the consolidated statements of operations for the Successor 2020 Period were $1,662. PCI Acquisition On October 23, 2020, the Successor acquired 100% of the equity interest of PCI for cash and 8,142,985 units of the Successor’s Parent’s equity. The acquisition supports the Company’s growth in its offering of cybersecurity, cloud and system engineering. The purchase agreement with the sellers of PCI also stipulated that certain funds would be held in escrow (“ Adjustment Escrow Deposit Indemnity Escrow Amount The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. October 23, 2020 Cash paid $ 55,932 Equity issued 8,143 Purchase consideration $ 64,075 Assets: Cash $ 364 Accounts receivable 6,710 Contract assets 4,569 Prepaid expenses and other current assets 383 Property and equipment 218 Other non-current assets 5 Intangible assets 22,800 $ 35,049 Liabilities: Accounts payable $ 1,131 Deferred tax liability 1,033 Accrued liabilities 3,776 $ 5,940 Fair value of net identifiable assets acquired 29,109 Goodwill $ 34,966 The following table summarizes the intangible assets acquired by class: October 23, 2020 Customer relationships $ 22,800 A measurement period adjustment increasing accrued liabilities and goodwill by $286 was recognized during the year ended December 31, 2021. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the asset purchase is deductible. The results of operations of PCI for the period from October 23, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net income included in the Successor 2020 Period were $15,584 and $288, respectively. The acquisition-related costs included in transaction expenses in the consolidated statements of operations for the Successor 2020 Period were $3,484. Open Solutions Acquisition On December 2, 2020, the Company acquired 100% of the equity interest of Open Solutions for cash and 2,144,812 units of the Successor’s Parent’s equity. The acquisition supports the Company’s growth in its offering of advanced data analytics. The purchase agreement with the sellers of Open Solutions also stipulated that certain funds would be held in escrow (“ Indemnification Escrow Deposit Adjustment Escrow Deposit Representative Expense Fund The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 2, Cash paid $ 60,715 Equity issued 2,145 Purchase consideration $ 62,860 Assets: Cash $ 63 Accounts receivable 6,127 Prepaid expenses and other current assets 89 Property and equipment 305 Other non-current assets 48 Intangible assets 30,800 $ 37,432 Liabilities: Accounts payable $ 122 Accrued liabilities 946 Deferred tax liability 334 Other non-current liabilities 27 $ 1,429 Fair value of net identifiable assets acquired 36,003 Goodwill $ 26,857 The following table summarizes the intangible assets acquired by class: December 2, Technology $ 10,300 Customer relationships 20,500 Total intangible assets $ 30,800 The fair value of the acquired technology was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the asset purchase is deductible. The results of operations of Open Solutions for the period from December 2, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net income included in the Successor 2020 Period were $1,855 and $64, respectively. The acquisition-related costs included in transaction expenses in the consolidated statements of operations for the Successor 2020 Period were $2,432. ProModel Acquisition On December 21, 2020, the Successor acquired 100% of the equity interest of ProModel for cash. The acquisition supports the Company’s growth in its offering of advanced data analytics. The purchase agreement with the sellers of ProModel also stipulated that certain funds would be held in escrow (“ Adjustment Escrow Deposit PPP Escrow Amount The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 21, Cash paid $ 43,718 Assets: Cash 1,843 Accounts receivable 907 Other receivables 707 Contract assets 779 Prepaid expenses and other current assets 64 Property and equipment 134 Other non-current assets 18 Intangible assets 21,700 $ 26,152 Liabilities: Accounts payable $ 2 Contract liabilities 501 Accrued liabilities 960 $ 1,463 Fair value of net identifiable assets acquired 24,689 Goodwill $ 19,029 The following table summarizes the intangible assets acquired by class: December 21, Technology $ 7,000 Customer relationships 14,700 Total intangible assets $ 21,700 A measurement period adjustment increasing accrued liabilities and goodwill by $79 was recognized during the year ended December 31, 2021. The fair value of the acquired technology was determined using the RFR method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is deductible. The results of operations of ProModel for the period from December 21, 2020 to December 31, 2020 have been included in the results of operations for the Successor 2020 Period; the post-acquisition net revenues and net income included in the Successor 2020 Period were $388 and $19, respectively. The acquisition-related costs included in transaction expenses in the consolidated statements of operations for the Successor 2020 Period were $2,513. Pro Forma Financial Data (Unaudited) The following table presents the pro forma combined results of operations for the business combinations for the years ended December 31, 2020 and December 31, 2019 as though the acquisitions had been completed as of January 1, 2019. The year ended December 31, 2020 includes the pre-acquisition 2020 Pro forma for the year ended December 31, December 31, Net revenue $ 138,992 $ 121,231 Net income 3,903 11,772 The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if all the business combinations had taken place as of January 1, 2019, nor do they represent the results that may occur in the future. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future. Transaction expenses of $10,091 incurred in the Successor 2020 period are reflected in the pro forma net income for the year ended December 31, 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note D—Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, accrued expenses, contract liabilities, other current liabilities, and long-term debt are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. Private warrants and written put options are valued using a modified Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. See the Note–Warrants for information on the Level 3 inputs used to value the private warrants and the Note–Written Put Options for information on the Level 3 inputs used to value the written put options. The table below presents the financial liabilities measured at fair value on a recurring basis: Successor December 31, 2021 Balance Sheet Caption Level 1 Level 2 Level 3 Total Private warrants Other non-current $ — $ — $ 319 $ 319 Written put options Derivative liabilities — — 44,827 44,827 The changes in the fair value of the Level 3 liabilities are as follows: Level 3 Private Written put December 31, 2020 $ — $ — Additions 422 11,371 Changes in fair value (103 ) 33,456 December 31, 2021 $ 319 $ 44,827 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note E—Property and Equipment, net The property and equipment and accumulated depreciation balances are as follows: Successor December 31, December 31, Computer equipment $ 859 $ 307 Furniture and fixtures 433 400 Leasehold improvements 117 80 Office equipment 89 — Software 6 102 Less: accumulated depreciation (426 ) (26 ) Property and equipment, net $ 1,078 $ 863 The table below presents depreciation expense related to property and equipment for the following periods: Successor Predecessor Year Ended December 31, Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Depreciation expense on property and equipment $ 410 $ 26 $ 52 $ 50 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note F—Goodwill The Successor performed impairment testing on each of the two reporting units, Cyber and Engineering and Analytics. We performed a qualitative assessment of our goodwill at the end of 2021 and based on our qualitative assessment, a quantitative assessment was necessary. Following the quantitative assessment, it was determined that no goodwill impairment would be recognized for the year ended December 31, 2021. The table below presents the changes in the carrying amount of goodwill by reportable segment: Cyber and Engineering Analytics Total As of May 22, 2020 $ — $ — $ — Goodwill arising from the PCI acquisition 34,966 — 34,966 Goodwill arising from the NuWave acquisition — 10,419 10,419 Goodwill arising from the Open Solutions acquisition — 26,857 26,857 Goodwill arising from the ProModel acquisition — 19,029 19,029 As of December 31, 2020 $ 34,966 $ 56,305 $ 91,271 Measurement period adjustment—PCI 286 — 286 Measurement period adjustment—ProModel — 79 79 As of December 31, 2021 $ 35,252 $ 56,384 $ 91,636 There was no goodwill in the Predecessor 2020 Period and Predecessor 2019 Period. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note G—Intangible Assets, net The intangible asset balances and accumulated amortization are as follows: Successor December 31, 2021 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 68,800 $ (4,051 ) $ 64,749 20 Technology 22,700 (3,803 ) 18,897 7 Total $ 91,500 $ (7,854 ) $ 83,646 Successor December 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 68,800 $ (610 ) $ 68,190 20 Technology 22,700 (392 ) 22,308 7 Total $ 91,500 $ (1,002 ) $ 90,498 The table below presents the amortization expense related to intangible assets for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Amortization expense related to intangible assets $ 6,852 $ 1,002 $ — $ — The table below presents the estimated amortization expense on intangible assets for the next five years and thereafter as of December 31, 2021: 2022 $ 6,683 2023 6,683 2024 6,683 2025 6,683 2026 6,683 Thereafter 50,231 Total estimated amortization expense $ 83,646 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note H—Accrued Liabilities The table below presents details on accrued liabilities; Successor December 31, December 31, Payroll accruals $ 9,011 $ 6,741 Other accrued expenses 1,724 529 Total accrued liabilities $ 10,735 $ 7,270 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note I—Debt Predecessor Debt Columbia Bank Line of Credit On December 22, 2008, the Predecessor entered into a financing arrangement with Columbia Bank (“ Line of Credit BB&T Line of Credit On January 22, 2019, the Predecessor entered into a line of credit arrangement with Branch Banking and Trust Company (“ BB&T The BB&T Line of Credit initially bore an interest at Prime Rate plus 0.25% which was changed to London Interbank Offered Rate (“LIBOR”) rate plus 2.25% through the amendment executed on March 16, 2020. The BB&T Line of Credit is secured by collateral consisting of personal property of the Predecessor such as accounts receivables, inventory, equipment, financial instruments, etc. In addition to interest, the agreement also includes an annual commitment fee and working capital solutions services fee of 0.125% per year. The BB&T Line of Credit arrangement was paid off in full on December 15, 2020 through a principal repayment of $2.0 million and interest repayment of $4. Successor Debt The table below presents the Successor’s debt balances: Successor December 31, December 31, Convertible Notes $ 200,000 $ — Bank of America Senior Revolver — — Antares Capital Term Loan — 110,000 Antares Capital Revolving Credit Facility — — D&O Financing Loan 4,233 — Total debt 204,233 110,000 Less: unamortized issuance costs 9,636 3,006 Total debt, net 194,597 106,994 Less: current portion 4,233 1,100 Long-term debt, net $ 190,364 $ 105,894 Antares Capital Credit Agreement On December 21, 2020, the Company entered into a credit agreement with Antares Capital (the “ Antares Capital Credit Agreement Loans (i) A $110.0 million term loan (the “ Antares Capital Term Loan (ii) A $15.0 million revolving credit facility (the “ Antares Capital Revolving Credit Facility The interest rates on the Loans can be based on LIBOR rates or Base rates at the Company’s discretion. The interest payable is as follows: (i) For LIBOR rate loans, the interest payable is the higher of (a) 1.00% per annum and (b) LIBOR rate plus 5.00% (as applicable margin). (ii) For Base rate loans, the interest payable is the Base Rate plus 4.00% (as applicable margin). Base Rate is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Prime Rate and (c) one-month The Company could prepay the Loans at any time without any premium or penalty; however, the minimum amount of prepayment f $250 and $100, respectively. In addition, the Antares Capital Term Loan is to be repaid quarterly in principal payments of $275 with the first repayment starting on March 31, 2021. Upon consummation of the Merger on December 7, 2021, aggregated gross proceeds were partially used to fund the $114,393 repayment of the Loans, including accrued interest of $136. The Company recognized a loss of $2,881 on the consolidated statements of operations for the extinguishment of the Loans related to the remaining unamortized debt issuance costs. The Antares Capital Credit Agreement required the Company to meet certain financial and other covenants. The Company was in compliance with all covenants through the extinguishment of the Loans. Promissory Notes On June 19, 2020, the Company issued a promissory note (“ Promissory Note 1 On August 31, 2020, the Company issued a guarantee note (“ Guarantee Note 1 SVB On October 23, 2020, the Company issued a promissory note (“ Promissory Note 2 On December 2, 2020, the Company issued a promissory note (“ Promissory Note 3 Bank of America Senior Revolver On December 7, 2021 (the “ Closing Date “Bank of America Credit Agreement” “Senior Revolver” The Senior Revolver is secured by a pledge of 100% of the equity of certain of the Company’s wholly owned subsidiaries and a security interest in substantially all of the Company’s tangible and intangible assets. The Senior Revolver includes borrowing capacity available for letters of credit and for borrowings on same-day the amount available under the revolving credit facility. The Company may increase the commitments under the Senior Revolver in an aggregate amount of up to the greater of $18.8 million or 100% of consolidated adjusted EBITDA plus any additional amounts so long as certain conditions, including compliance with the applicable financial covenants for such period, in each case on a pro forma basis, are satisfied. Borrowings under the Senior Revolver bear interest, at the Company’s option, at: (i) A Base Rate plus a Base Rate Margin of 2.00%. Base Rate is a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) Bloomberg Short-Term Yield Index (“ BSBY (ii) The BSBY Rate plus a BSBY Margin of 1.00%. The Base Rate Margin and BSBY Margin are subject to adjustment based on the Company’s Secured Net Leverage Ratio after March 31, 2022. The Company is also required to pay unused commitment fees and letter of credit fees under the Bank of America Credit Agreement. The Bank of America Credit Agreement requires the Company to meet certain financial and other covenants. As of December 31, 2021, the Company remained compliant with the covenant requirements. As of December 31, 2021, the Company had not drawn on the Line of Credit. Unamortized debt issuance costs of $545 were recorded on the balance sheet and are presented in Other non-current Convertible Notes Upon consummation of the Merger, the Company issued $200.0 million of unsecured convertible notes (the “Convertible Notes”) to certain investors. The Convertible Notes bear interest at a rate of 6.0% per annum, payable semi-annually, and not including any interest payments that are settled with the issuance of shares, are convertible into 17,391,304 shares of the Company’s common stock at an initial Conversion Price of $11.50. The Conversion Price is subject to adjustments, including but not limited to, a Conversion Rate Reset 180 days after December 7, 2021 should certain daily volume-weighted average price thresholds be met. The Convertible Note financing matures on December 7, 2026. The Company may, at its election, force conversion of the Convertible Notes after December 15, 2022 if the trading price of the Company’s common stock exceeds 130% of the conversion price for 20 out of the preceding 30 trading days and 30-day Interest Make-Whole Payments Following certain corporate events that occur prior to the maturity date or if the Company exercises its mandatory conversion right in connection with such corporate events, the conversion rate will be increased in certain circumstances for a holder who elects, or has been forced, to convert its Convertible Notes in connection with such corporate events. If a Fundamental Change (as defined in the Convertible Note indenture) occurs prior to the maturity date, holders of the Convertible Notes will have the right to require the Company to repurchase all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. The Convertible Notes require the Company to meet certain financial and other covenants. As of December 31, 2021, the Company was in compliance with all covenants. As of December 31, 2021, the Company has an outstanding balance of $200.0 million related to the Convertible Notes, which is recorded on the balance sheet net of approximately $9.6 million of unamortized debt issuance costs. D&O Financing Loan On December 8, 2021, the Company entered into a $4,233 loan (the “D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium. The D&O Financing Loan has an interest rate of 1.50% per annum and a maturity date of December 8, 2022. The maturities of the Company’s debt outstanding as of December 31, 2021 are as follows: 2022 2023 2024 2025 2026 Total Total $ 4,233 $ — $ — $ — $ 200,000 $ 204,233 Interest Expense on Debt The table below presents interest expense, including the amortization of debt issuance costs, for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Interest expense on debt $ 7,762 $ 616 $ 1 $ 127 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note J—Leases The Company is obligated under operating leases for certain real estate and office equipment assets. Certain leases contained predetermined fixed escalation of minimum rents at rates ranging from 2.5% to 5.4% per annum and renewal options that could extend certain leases to up to five As of December 31, 2021, the future annual minimum lease payments for operating leases are as follows: 2022 2023 2024 2025 2026 Thereafter Total Future annual minimum lease payments $ 1,203 $ 1,190 $ 1,007 $ 952 $ 935 $ 1,346 $ 6,633 The table below presents rent expense under all leases for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Rent expense $ 1,612 $ 198 $ 367 $ 323 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note K—Income Taxes The Predecessor was established and taxed as a partnership, and therefore, was not generally subject to federal, state and local corporate income taxes. The tax attributes of the Predecessor are reported on each members’ respective income tax return. Consequently, the provision for income tax provided in the accompanying financial statements arose in states that assess income tax at the entity level. The Successor is established as a limited liability company and has elected to be taxed as a corporation for federal, state, and local income tax purposes. The components of income tax expense (benefit) were as follows: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Federal: Deferred $ 797 $ (2,047 ) $ — $ — Total Federal 797 (2,047 ) — — State: Current 42 4 11 11 Deferred 245 (590 ) (8 ) (2 ) Total State 287 (586 ) 3 9 Income tax expense (benefit) $ 1,084 $ (2,633 ) $ 3 $ 9 The following is the reconciliation of the amounts computed using the federal statutory income tax rate and the amounts computed using the effective income tax rate: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Tax benefit at federal statutory rates $ (25,718 ) $ (2,199 ) $ — $ — State income tax, net of federal tax benefit (2,163 ) (628 ) 3 9 Class B Incentive Unit equity-based compensation 12,673 — — — Valuation allowance 8,967 — — — Net increase in fair value of derivatives 7,004 — — — Transaction expenses — 119 — — Other permanent differences 321 75 — — Income tax expense (benefit) $ 1,084 $ (2,633 ) $ 3 $ 9 The table below presents the components of net deferred tax assets and deferred liabilities: Successor December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 9,932 $ 891 Interest carryforwards 2,151 161 Amortizable transaction costs 1,410 — Accrued expenses 1,361 86 Deferred rent 51 20 Equity-based compensation 50 — Other assets 114 20 Total deferred tax assets 15,069 1,178 Valuation allowance (13,439 ) — Net deferred tax assets 1,630 1,178 Deferred tax liabilities: Depreciation and amortization 1,267 204 Prepaid expenses 611 137 Deferred revenue — 43 Total deferred tax liabilities 1,878 384 Net deferred tax (liabilities) assets $ (248 ) $ 794 As of December 31, 2021, the Company has $34,678 of U.S. federal net operating losses, all of which can be carried forward indefinitely. As of December 31, 2021, the Company has $45,998 of U.S. state net operating losses which will begin to expire in 2031. A valuation allowance is provided for deferred income tax assets when it is more likely than not that future tax benefits will not be realized. The Company assesses whether a valuation allowance should be established against deferred tax assets based upon consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, the Company’s history of losses, the duration of statutory carryforward periods, the Company’s experience with tax attributes expiring, impacts of enacted changes in tax laws and tax planning strategies, and the taxable income generated through the future reversals of deferred tax liabilities. In making such judgments, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, the Company determined it was more likely that it would be not able to utilize all of its deferred tax assets, and has therefore established a full valuation allowance. The net change in the valuation allowance was $13,439 during 2021. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note L—Employee Benefit Plans 401(k) Plans The Predecessor maintained a qualified 401(k) plan (the “ Predecessor 401(k) Plan The table below presents the total contributions to the Company’s 401(k) plans for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, 2019 Total contributions $ 3,975 $ 650 $ 1,724 $ 1,977 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note M—Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, consolidated statements of operations, or cash flows |
Written Put Option
Written Put Option | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Written Put Option | Note N—Written Put Option Immediately prior to the stockholder vote for the Merger, GigCapital4 executed a series of Forward Share Purchase Agreements (“ FPAs Opportunity Fund, L.P. (the “ Highbridge Investors Tenor Glazer Investors Investors Written Put Option The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803 A total of $101,021 was deposited into escrow accounts reflecting the full obligation to Investors exercising the Written Put Option and is presented as restricted cash on the Company’s consolidated balance sheets. The funds held in the escrow accounts will not be available to the Company for three months following the consummation of the Merger unless and until any of the Investors sell these shares in the market or the investors redeem their shares under FPAs by March 7, 2022. The Written Put Option obligates the Company to repurchase its common stock for cash and is classified as a derivative liability measured at fair value. Subsequent changes in the fair value of the Written Put Option is reflected in the consolidated statements of operations. The table below presents the value of the Written Put Options under the Black-Scholes OPM using the following assumptions as of the following dates: December 7, December 31, Value of the written put options $ 1.14 $ 4.50 Exercise price $ 10.15 $ 10.15 Common stock price $ 9.99 $ 5.66 Expected option term (years) 0.25 0.18 Expected volatility 53.00 % 66.00 % Risk-free rate of return 0.06 % 0.06 % Expected annual dividend yield — % — % The Written Put Options had a fair value of $11,371 upon consummation of the Merger on December 7, 2021. As of December 31, 2021, the Written Put Option had a fair value of $44,827 and is presented on the consolidated balance sheets as a derivative liability. The loss recognized as a result of the change in its fair value of $33,456 is presented in Net increase in fair value of derivatives on the consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note O—Stockholders’ Equity Predecessor As of October 22, 2020 and December 31, 2019 the Predecessor had 900 issued and outstanding Class A Units that are entitled to the voting rights and distributions. On June 11, 2019 the Predecessor filed an amended operating agreement to issue 100 Class B Units (“ Profit Interests The Successor’s 100 issued and outstanding Successor units (“Units”) as of December 31, 2020 were cancelled and exchanged for common stock as part of the closing of the Merger. Successor Common stock The table below presents the details of the Company’s authorized common stock as of the following period: December 31, Common stock: Authorized shares of common stock 500,000,000 Common stock par value per share $ 0.0001 Common stock outstanding at the period end 135,566,227 Dividend Rights Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company’s preferred stock or any class or series of stock having a preference over or the right to participate with the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company’s common stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Company’s Board in its discretion shall determine. Voting Rights Each outstanding share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of common stock do not have cumulative voting rights. Conversion or Redemption Rights The Company’s common stock is neither convertible nor redeemable. Liquidation Rights Upon the Company’s liquidation, the holders of the Company’s common stock are entitled to receive prorata the Company’s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company’s preferred stock then outstanding. Preferred stock The table below presents the details of the Company’s authorized preferred stock as of the following period: December 31, 2021 Preferred stock: Authorized shares of preferred stock 1,000,000 Preferred stock par value per share $ 0.0001 Preferred stock outstanding at the period end — The Company’s Board may, without further action by the Company’s stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the Company’s common stock. Satisfaction of any dividend preferences of outstanding shares of the Company’s preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Upon the affirmative vote of a majority of the total number of directors then in office, the Company’s Board may issue shares of the Company’s preferred stock with voting and conversion rights which could adversely affect the holders of shares of the Company’s common stock. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note P—Warrants Public Warrants Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day 30-trading If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares. As of December 31, 2021, there are 11,959,939 public warrants issued and outstanding. Private Warrants The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than GigAcquisitions4, LLC (“ Sponsor Underwriters The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following periods: December 7, 2021 December 31, 2021 Fair value of each private warrant $ 1.15 $ 0.87 Exercise price $ 11.50 $ 11.50 Common stock price $ 9.99 $ 5.66 Expected option term (years) 5 4.94 Expected volatility 16.50 % 39.50 % Risk-free rate of return 1.26 % 1.25 % Expected annual dividend yield — % — % The private warrants had a fair value of $422 upon consummation of the Merger on December 7, 2021. As of December 31, 2021, the private warrants had a fair value of $319 and is presented on the consolidated balance sheets within other non-current As of December 31, 2021, there are 366,533 private warrants issued and outstanding. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note Q—Equity-Based Compensation Predecessor On June 11, 2019, the Predecessor granted 100 Class B Units to a Member in consideration for the Member’s services to the Predecessor, subject to terms and conditions stated in the profits interest grant agreement. The Class B Units granted upon full vesting represented 10% percent interest in the Predecessor. The Class B Units were non-voting profits The Class B Units granted had a service condition only, and equity-based compensation for the Class B Units was recognized on a straight-line basis over the requisite service period. The grant date fair value per unit of the Class B Units was $4,982 which was measured used the Black-Scholes Merton Option Pricing Model. The assumptions used in determining the fair value were as follows: As of June 11, Volatility 25.8 % Risk-free interest rate 1.89 % Expected time to exit (years) 2.5 The expected time to exit used in the determination of the fair value was based on the time to sale consistent with when investor return would be measured. The volatility used in the determination of the fair value was based on analysis of the selected asset volatility of guideline companies, re-leveled The table below presents the activity for the Class B Units: Balance as of January 1, 2019 — Granted during the year 100 Vested during the year (10 ) Forfeited during the year — Unvested as of December 31, 2019 90 Unvested as of October 22, 2020 90 Unvested Class B Units became fully vested and were settled for $731 of the purchase consideration on the PCI acquisition as of October 23, 2020. Selling, general and administrative expenses for the Predecessor 2020 Period and the Predecessor 2019 Period included $80 and $104 of equity-based compensation related to Class B Units, respectively. Successor Class A Units granted to board of directors Certain members of the board of directors of the Company have elected to receive their compensation for their services as a board member in stock, Class A units of the Parent. The number of units granted or to be granted by the Parent are determined by dividing the compensation payable for the quarter by the fair value of the Class A units at the end of each respective quarter. The total value of the Class A units granted to such board of directors for the year ended December 31, 2021 is $86, and is reflected in the selling, general and administrative expenses within the consolidated statements of operations. Class B Unit Incentive Plan In February 2021, the Company’s Parent adopted a written compensatory benefit plan (the “ Class B Unit Incentive Plan Incentive Units Tranche I Tranche II Tranche III The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows: Volatility 57 % Risk-free interest rate 0.1 % Expected time to exit (years) 1.6 On July 29, 2021, the Company’s Parent amended the Class B Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units will immediately become fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated June 4, 2021. The Company’s Parent also amended the Class B Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class B Unit Incentive Plan, rather than only upon the occurrence of an Exit Sale, subject to the market-based condition stipulated in the Class B Unit Incentive Plan prior to its amendment. Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The performance conditions required to vest per the amended Incentive Plan remain improbable until they occur due to the unpredictability of the events required to meet the vesting conditions. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the vesting conditions are met. Once the event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their modification date fair value) will be recognized based on the portion of the requisite service period that has been rendered. The modification date fair value of the Incentive Units was $9.06 per unit. The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows: Volatility 46 % Risk-free interest rate 0.2 % Expected time to exit (years) 1.2 The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Successor. On December 7, 2021, the previously announced merger was consummated. As a result, the Tranche I and Tranche III Incentive Units immediately became fully vested and the performance condition for the Tranche II Incentive Units was met. The fair value determined at the date of the amendment of the Class B Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units is recognized over the derived service period of 30 months from the modification date, which resulted in approximately 17.0% of the compensation expense for Tranche II being recognized during the year ended December 31, 2021. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of approximately 25 months. Additionally, the Company’s Parent modified the vesting conditions for three former employees. Under the original terms of the grant agreements, Incentive Units are forfeited upon separation. Due to the amended agreement, the Incentive Units held by the three former employees will continue to vest through the vesting date. The result of the amended agreement is an accounting modification that resulted in 100% of the compensation expense being recognized for the three former employees based on the modification date fair value. The incremental compensation cost recognized as a result of the modification was $4,572 during the year ended December 31, 2021. The total compensation expense recognized by the Company for Tranches I, II, and III Incentive Units, including the effects of the modification, was $60,349 during the year ended December 31, 2021, of which $53,463 was recognized in selling, general and administrative expense and $6,886 in cost of revenues. The table below presents the activity in the Class B Units: Unvested and outstanding as of January 1, 2021 — Granted 9,650,000 Vested (5,640,000 ) Forfeited (250,000 ) Unvested and outstanding as of December 31, 2021 3,760,000 As of December 31, 2021, there was approximately $22,713 of unrecognized compensation costs related to Tranche II Incentive Units. Stock Options On December 7, 2021, the Company adopted the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by providing eligible employees, prospective employees, consultants, and non-employee The table below presents the activity in the Stock Options: Unvested and outstanding as of January 1, 2021 — Granted 482,000 Vested — Forfeited — Unvested and outstanding as of December 31, 2021 482,000 The fair value of the Options of $5.21 each is estimated on the grant date of December 7, 2021, using the Black-Scholes OPM using the following assumptions: Expected option term (years) 10 Expected volatility 54.0 % Risk-free rate of return 1.4 % Expected annual dividend yield — % As the Options are out of the money, the intrinsic value is zero. The Company recognizes equity-based compensation expense for the Options equal to the fair value of the awards on a straight-line basis over the service based vesting period. The Company recognized $42 and $1 in stock compensation expense in selling, general and administrative expense and cost of revenues, respectively, during the year ended December 31, 2021. As of December 31, 2021, there was approximately $2,471 of unrecognized compensation costs related to the Options. Restricted Stock Units On December 7, 2021, pursuant to the Plan, the Company’s Board of Directors communicated the key terms and committed to grant Restricted Stock Units (“RSUs”) to certain employees and nonemployee directors. The grant date of this award is December 7, 2021. The Company granted 273,300 RSUs to employees, 25% of which will vest on the first anniversary of the grant date, 25% on the second anniversary of the grant date, 25% on the third anniversary of the grant date, and 25% on the fourth anniversary of the grant date. The Company granted 130,000 RSUs to nonemployee directors, 100% of which will vest on the first anniversary of the grant date. Vesting of the RSUs is subject to the grantee’s continued service through the vesting date. The grant-date fair value of the RSUs was $10.03. The table below presents the activity in the RSUs: Unvested and outstanding as of January 1, 2021 — Granted 403,300 Vested — Forfeited — Unvested and outstanding as of December 31, 2021 403,300 The Company recognizes equity-based compensation expense for RSUs on a straight-line over the requisite service period. During the year ended December 31, 2021, the Company recognized $134 and $3 of equity-based compensation expense in selling, general and administrative expense and cost of revenues, respectively. As of December 31, 2021, there was approximately $3,908 of unrecognized compensation costs related to the RSUs. Performance Stock Units On December 7, 2021, pursuant to the Plan, the Company’s Board of Directors communicated the key terms and committed to grant Performance Stock Units (“PSUs”) to an employee. The grant date of this award is December 7, 2021. The percentage of vesting is based on achieving certain performance criteria during each of the 4 fiscal years ended December 31, 2022 through December 31, 2025, provided that the employee remains in continuous service on each vesting date. Vesting will not occur unless a minimum performance criteria threshold is achieved. There is a maximum of 37,500 PSUs available to vest during each of the four The table below presents the activity in the PSUs: Unvested and outstanding as of January 1, 2021 — Granted 150,000 Vested — Forfeited — Unvested and outstanding as of December 31, 2021 150,000 The Company recognized no equity-based compensation expense for the PSUs during the year ended December 31, 2021 as it was not considered probable that the performance conditions would be achieved. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share and Per Unit | Note R—Net Income (Loss) Per Share Prior to the Merger, the membership structure of BigBear.ai Holdings included units which had profit interests. As result of the Merger, which was accounted for as a reverse recapitalization, the Company has retroactively adjusted the weighted averages shares outstanding prior to the Merger to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted, which is reflected in the denominator of basic and diluted net loss per share for the Successor 2020 Period below. The numerators and denominators of the basic and diluted net income (loss) per share are computed as follows (in thousands, except per share, unit and per unit data): Successor Basic and diluted net income (loss) per share Year Ended December 31, Period from May 22, 2020 December 31, Numerator: Net income (loss) $ (123,552 ) $ (7,838 ) Denominator: Weighted average Shares outstanding—basic and diluted 107,009,834 105,000,000 Basic and diluted net loss per Share $ (1.15 ) $ (0.07 ) As of December 31, 2021, there were outstanding options to purchase 482,000 shares of common stock at an exercise price of $9.99, outstanding private warrants and public warrants to convert to 366,533 shares and 11,959,939 shares, respectively, of common stock at a price of $11.50 per share, convertible notes to convert to 17,391,304 shares of common stock at an initial conversion price of $11.50, written put options for 9,952,803 shares of common stock at a price of $10.15 per share, and outstanding restricted stock units and performance stock units representing the right to receive 403,300 shares and 150,000 shares of common stock, respectively. The effects of these dilutive instruments have not been presented for the Successor 2021 Period as the effects would be anti-dilutive. There were no potentially dilutive common stock for the Successor 2020 Period. During the first quarter of 2022, the Company repurchased 9,952,803 shares of common stock from certain investors under the Written Put Options. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note S—Revenues All revenues were generated within the United States of America. The table below presents total revenues by contract type for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Firm fixed price $ 41,231 $ 6,938 $ 2,216 $ 3,753 Time and materials 98,763 24,613 57,549 69,873 Cost-plus 5,584 1 — — Total revenues $ 145,578 $ 31,552 $ 59,765 $ 73,626 The majority of the Company’s revenue is recognized over time. Revenue derived from contracts that recognize revenue at a point in time was insignificant for all periods presented. Concentration of Risk Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods: Successor 2021 Period Cyber & Engineering Analytics Total Percent of total revenues Customer A $ 31,732 $ 31,732 22 % Customer B 15,032 — 15,032 10 % Customer C (1) — 11,538 11,538 8 % Customer D (1) — 8,835 8,835 6 % All others 28,115 50,326 78,441 54 % Total revenues $ 74,879 $ 70,699 $ 145,578 100 % Successor 2020 Period Cyber & Engineering Analytics Total Percent of total revenues Customer A $ 8,075 $ — $ 8,075 26 % Customer B 3,495 — 3,495 11 % Customer C — 5,498 5,498 17 % Customer D — 5,494 5,494 17 % All others 4,014 4,976 8,990 29 % Total revenues $ 15,584 $ 15,968 $ 31,552 100 % Predecessor 2020 Period Total (2) Percent of total revenues Customer A $ 26,049 44 % Customer B 12,282 21 % All others 21,434 35 % Total revenues $ 59,765 100 % Predecessor 2019 Period Total (2) Percent of total revenues Customer A $ 34,137 46 % Customer B 21,386 29 % All others 18,103 25 % Total revenues $ 73,626 100 % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability. (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. Contract Balances The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: Successor December 31, December 31, Contract assets $ 628 $ 2,575 Contract liabilities $ 4,207 $ 541 The change in contract assets between December 31, 2020 and December 31, 2021 was primarily driven by invoices being issued for services previously rendered for NuWave and ProModel. The change in contract liability balances between December 31, 2020 and December 31, 2021 was primarily driven by a large upfront payment related to an Analytics customer. Services on this contract will be performed over twelve months commencing in January 2022. Revenue recognized in the year ended December 31, 2021 that was included in the contract liability balance as of December 31, 2020 was $541. When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the expected revenue, the Company recognizes the loss immediately. When the Company determines that a change in estimate has an impact on the associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment in the consolidated statements of operations. Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results. The following table summarizes the impact of the net estimates at completion “ EAC” adjustments on the Company’s operating results: Successor Year Ended December 31, Period from May 22, 2020 December 31, Net EAC Adjustments, before income taxes $ 1,650 $ — Net EAC Adjustments, net of income taxes $ 1,304 $ — Net EAC Adjustments, net of income taxes, per diluted share $ 0.01 $ — Remaining Performance Obligations The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders and generally includes the funded and unfunded contracts that have been awarded. As of December 31, 2021 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $159 million. The Company expects to recognize approximately 96% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. |
Reportable Segment Information
Reportable Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Note T—Reportable Segment Information The Company has determined that it operates in two operating and reportable segments, Cyber & Engineering and Analytics, as the CODM reviews financial information presented for both segments on a disaggregated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Adjusted gross margin is the primary measure of segment profitability used by the CODM to assess performance and to allocate resources to the segments. Research and development costs incurred that generate marketable intellectual property (“ IP The tables below present the Company’s operating segment results of operations for the following periods: Successor Year Ended December 31, 2021 Cyber & Engineering Analytics Total Revenues $ 74,879 $ 70,699 $ 145,578 Segment adjusted gross margin 17,480 31,756 49,236 Segment adjusted gross margin % 23 % 45 % 34 % Research and development costs excluded from segment adjusted gross margin (8,282 ) Equity-based compensation excluded from segment adjusted gross margin (6,886 ) Operating expenses: Selling, general and administrative 106,507 Research and development 6,033 Operating loss (78,472 ) Net increase in fair value of derivatives 33,353 Loss on extinguishment of debt 2,881 Interest expense 7,762 Loss before taxes $ (122,468 ) Successor Period from May 22, 2020 through December 31, 2020 Cyber & Engineering Analytics Total Revenues $ 15,584 $ 15,968 $ 31,552 Segment adjusted gross margin 3,570 7,799 11,369 Segment adjusted gross margin % 23 % 49 % 36 % Research and development costs excluded from segment adjusted gross margin (2,694 ) Operating expenses: Selling, general and administrative 7,909 Research and development 530 Transaction expenses 10,091 Operating loss (9,855 ) Interest expense 616 Loss before taxes $ (10,471 ) The following table presents the assets by segment as of the following periods: Successor Successor December 31, 2021 December 31, 2020 Cyber & Engineering Analytics Corporate Total Cyber & Engineering Analytics Corporate Total Total assets $ 74,808 $ 154,085 $ 154,429 $ 383,322 $ 73,225 $ 143,978 $ 1,162 $ 218,365 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note U—Related Party Transactions The Company incurred expenses related to consulting services provided by the affiliates of AE of $1,001 and $414 during the years ended December 31, 2021 and December 31, 2020, respectively. On February 4, 2021, the Company signed a teaming agreement with Gryphon Technologies, an affiliate of AE, to develop the best management and technical approach for certain solicitations with the DHS. Gryphon Technologies was acquired by ManTech International Corporation on December 10, 2021 and subsequent to the acquisition, Gryphon Technologies was no longer deemed to be an affiliate of AE. On March 17, 2021, the Company signed a confidential disclosure agreement with Redwire Space, Inc. (“Redwire”) to engage in discussions concerning a potential business relationship between the two parties. Redwire is an affiliate of AE. On April 22, 2021, the Company entered into an agreement with Redwire to establish a Space Cyber Range capability that leverages Redwire’s Advanced Configurable Open-system Research Network and BigBear.ai’s capabilities in developing offensive and defensive solutions and techniques for security research across multiple platforms, architectures, and network links. On July 1, 2021, the Company entered into a memorandum of understanding with UAV Factory, an affiliate of AE, whereby BigBear.ai will develop AI/ML capabilities for UAV Factory’s unmanned systems and components use in autonomous operations within the commercial and defense markets. During the year ended December 31, 2021, the Successor paid or accrued $181 as compensation expense for the members of the board of directors, including aggregate fair value of $86 of Parent’s Class A Units, which is reflected in the selling, general and administrative expenses within the consolidated statements of operations. During the year ended December 31, 2020, the Successor paid or accrued $56 as compensation expense for the board of directors, including aggregate fair value of $25 of Parent’s Class A Units. During the period from May 22, 2020 through December 31, 2020, the Successor accrued $650 as compensation expense settled in Parent’s Class A units for services related to the acquisition of PCI provided by Peter Cannito, Chairman of the Company’s Board of Directors, which is reflected in the transaction expenses within the consolidated statements of operations. There were no related-party transactions during the Predecessor Periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note V—Subsequent Events The Company has evaluated subsequent events from the date of the consolidated balance sheets through the date the consolidated financial statements were issued on March 31, 2022. On February 22, 2022, the Company entered into an agreement with the Glazer Investors and Meteora Investors to terminate each of their respective FPAs and redeem the associated shares, which resulted in the Company repurchasing 5.0 million shares for $50,625, or $10.125 per share. These shares were repurchased using restricted cash that was held in escrow at the date of the Merger. In March 2022, the Company repurchased approximately 2.5 million shares from the Highbridge Investors to terminate their respective FPAs and redeem the associated shares. The Company paid $24,901, or $10.15 per share, to repurchase these shares. These shares were repurchased using restricted cash that was held in escrow at the date of the Merger. On February 23, 2022, the Tenor Investors exercised their right to sell to the Company approximately 2.5 million shares which constituted all shares held by the Tenor Investors. As of the end of the first quarter of 2022, the Company repurchased all of these shares using restricted cash that was held in escrow at the date of the Merger. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and all intercompany balances and transactions have been eliminated in consolidation. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts. The period from May 22, 2020 (inception) through December 31, 2020 and as of December 31, 2020 (the “Successor 2020 Period”) and the year ended December 31, 2021 (the “Successor 2021 Period”) relate to activity of BigBear.ai Holdings and its subsidiaries. The year ended December 31, 2019 (the “Predecessor 2019 Period”), and the period from January 1, 2020 to October 22, 2020 (the “Predecessor 2020 Period”) relate to the predecessor period. The Successor 2020 Period begins before the Predecessor 2020 Period ended due to the acquisitions that took place prior to the acquisition of PCI. The PCI, NuWave, Open Solutions, and ProModel acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), and the resulting new basis of accounting is reflected in the Successor 2020 Period as of each acquisition date. As a result, financial information of the Predecessor and Successor periods has been prepared under two different bases of accounting and therefore are not comparable. PCI was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, and ongoing management. The audited consolidated financial statements are presented as described below: • 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. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ materially from those estimates. Accounting policies subject to estimates include valuation of goodwill, intangible assets, impairments, revenue recognition, income taxes, business combinations and equity-based compensation. |
Business Combinations | Business Combinations The Company utilizes the acquisition method of accounting under ASC 805, for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets and liabilities assumed and to establish the acquisition date fair value as of the measurement date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. Transaction expenses that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company’s revenues from contracts with customers are from offerings including artificial intelligence and machine learning, data science, advanced analytics, offensive and defensive cyber, data management, cloud solutions, digital engineering, and systems integration, primarily with the U.S. Government and its agencies. The Company also serves various commercial customers. The Company organizes its solutions into three categories: 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. Each of the Company’s solutions can be sold individually or combined and sold together. Regardless of whether a customer is procuring only one of the Company’s solutions or a combination of solutions, the Company’s contracts generally include a significant service of integrating the solutions with the Company’s customer’s existing solutions and information systems. After the Company implements the solutions, the Company may also enter into contracts with the customers to further refine or customize these solutions to either enhance the functionality or adjust for changes in the customer’s requirements. These post-implementation service contracts are generally performed on a time-and-materials The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company performs under various types of contracts, which generally include firm-fixed-price (“FFP”) and time-and-materials Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined pre-determined The Company assesses each contract at its inception to determine whether it should be combined with other contracts. When making this determination, the Company considers factors such as whether two or more contracts were negotiated and executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as one single contract for revenue recognition purposes. The Company generally uses internally developed and third-party applications, which the Company integrates, when implementing solutions to meet specific customer requirements. The Company evaluates the solutions or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. Each of the Company’s solutions is capable of being distinct as the customer can benefit from each individual solution on its own or with other resources that are readily available. When customer contracts include a significant service of integrating the solutions to provide a set of integrated or highly interrelated tasks, the Company accounts for these arrangements as a single performance obligation. While the contracts provide customers access to the Company’s solutions, the contracts generally do not contain separate licensing provisions for independent use of the underlying internally developed software. Additionally, these components are highly interdependent and highly interrelated into the solutions delivered to the Company’s customers. Therefore, these components are not capable of being distinct and are not separately identifiable from the other promises in the contract. In cases where customer contracts have an explicit licensing provision to the underlying software, such software is generally accounted for as a separate performance obligation. The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the solutions or services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant revenue reversal and if necessary, constrains the amount of variable consideration recognized in order to mitigate this risk. At the inception of a contract, the Company estimates the transaction price based on its current rights and does not contemplate future modifications (including unexercised options) or follow-on For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the estimated standalone selling price of the solution or service underlying each performance obligation. The standalone selling price represents the amount for which the Company would sell the solution or service to a customer on a standalone basis (i.e., not bundled with any other solutions or services). The Company’s contracts with the U.S. government are subject to the Federal Acquisition Regulation (“FAR”) and priced on estimated or actual costs of providing the goods or services. The FAR provides guidance on types of costs that are allowable in establishing prices for goods and services provided to the U.S. government and its agencies. Each contract is competitively priced and bid separately. Pricing for non-U.S. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the solutions and services. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the solution or service. Substantially all of the Company’s revenue is recognized over time as the Company performs under the contract because control of the work in process transfers continuously to the customer. For most contracts with the U.S. Government, this continuous transfer of control of the work in process to the customer is supported by clauses in the contract that give the customer ownership of work in process and allow the customer to unilaterally terminate the contract for convenience and pay the Company for costs incurred plus a reasonable profit. For most non-U.S. non-performance, For performance obligations to deliver solutions with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-completion cost-to-cost percentage-of-completion cost-to-cost For arrangements with the U.S. Government, the Company generally does not begin work on contracts until funding is appropriated by the customer. Billing timetables and payment terms on the Company’s contracts vary based on a number of factors, including the contract type. CPFF and T&M contracts are generally billed on a monthly basis. FFP contracts are generally billed based on milestones, which are the achievement of specific events as defined in the contract. Amounts billed and due from customers are classified as receivables on the combined balance sheets. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract. In some cases where a portion of payment retained by the customer is not considered a significant financing component; the Company expects, at contract inception, that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. |
Sale of Products | Sale of Products Revenue from sale of products to customers purchased from third parties is recognized at a point in time when control has transferred to the customer. Control is transferred to the customer upon customer acceptance or receipt of the product. At this point in time, the Company has a present right to payment, and the customer has legal title and physical possession of the product as well as the risks and rewards of ownership. |
Contract Balances | Contract Balances Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities consist of billings in excess of revenues and customer advances. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash on hand, cash balances with banks and similar institutions and all highly liquid investments with an original maturity of three months or less when purchased. |
Restricted Cash | Restricted Cash The Company’s restricted cash consists of cash deposited into escrow accounts reflecting the full obligation to certain investors related to the FPAs. The funds held in the escrow accounts will not be available to the Company for three months following the consummation of the Merger unless and until any of the Investors sell these shares in the market or the investors redeem their shares under FPAs by March 7, 2022. Notwithstanding the sale of shares by any FPA investors, the restricted cash will be used to settle any of the Company’s repurchase obligations arising as a result of a FPA investor requiring the Company to repurchase its shares. The Company settled its obligations under the FPAs subsequent to December 31, 2021. See “Note V — Subsequent Events” for additional information. |
Property and Equipment | Property and Equipment Property and equipment are the long-lived, physical assets of the Company acquired for use in the Company’s normal business operations and not intended for resale by the Company. These assets are recorded at cost. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures that increase the efficiency of the assets are expensed as incurred. Assets under capital leases are recorded at the present value of the minimum lease payments required during the lease period. Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative or cost of revenues based upon the asset. Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Property and equipment Estimate useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations. The Company regularly evaluates its property and equipment for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment |
Finite-lived Intangible Assets | Finite-lived Intangible Assets Finite-lived intangible assets result from the Company’s various business combinations and consist of identifiable finite-lived intangible assets, including technology and customer relationships. These finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible asset are consumed. The Company regularly evaluates its intangible assets other than goodwill for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, in accordance with ASC 350, Intangibles–Goodwill and Other |
Leases | Leases In accordance with ASC 840, Leases ASC 840 minimum non-contingent rent |
Warrants and Written Put Option | Warrants As part of GigCapital4’s Initial Public Offering, public and private warrants were issued, which were assumed by BigBear.ai upon consummation of the Merger. Warrants are accounted for in accordance with the guidance of ASC 815, Derivatives and Hedging ASC 815 Written Put Option The Written Put Option is a liability under ASC 480, Distinguishing Liabilities from Equity |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value. ASC 820, Fair Value Measurement and Disclosures (“ASC 820”) Level 1—Quoted prices for identical instruments in active markets; Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These inputs are based on Company’s own assumptions about current market conditions and require significant management judgement or estimation. Financial instruments consist of cash equivalents, accounts receivable, accounts payable, accrued liabilities, private warrants, written put options, and debt. Cash equivalents are stated at fair value on a recurring basis. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt of payment date. Private warrants and written put options are marked to fair value on a periodic basis. |
Income Taxes | Income Taxes The Company estimates its current tax expense together with assessing temporary differences resulting from differing treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s consolidated balance sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s consolidated statements of operations become deductible expenses under applicable income tax laws or loss or credit carry forwards are utilized. Accordingly, the realization of the Company’s deferred tax assets are dependent on future taxable income against which these deductions, losses, and credits can be utilized. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance when it is more likely than not that a future benefit on such deferred tax assets will not be realized. Changes in the valuation allowance, when recorded, would be included in the Company’s consolidated statements of operations. Management’s judgment is required in determining the Company’s valuation allowance recorded against its net deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in its provision (benefit) for income taxes. As of December 31, 2021, there were no accruals for uncertain tax positions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, certificates of deposit, and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit quality. At times, such amounts may exceed federally insured limits. Cash and cash equivalents and restricted cash on deposit or invested with financial and lending institutions was $169,921 and $9,704, as of December 31, 2021 and December 31, 2020, respectively. The Company provides credit to customers in the normal course of business. The carrying amount of current accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be fully collected. The allowance is based on the assessment of the following factors: customer creditworthiness, historical payment experience, and age of outstanding accounts receivable and any applicable collateral. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in two operating and reportable segments, Cyber & Engineering and Analytics, as the CODM reviews financial information presented for both segments on a disaggregated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cyber & Engineering The Cyber & Engineering segment provides high-end Analytics The Analytics segment provides high-end The Predecessor operated as a single reportable operating segment of Cyber & Engineering. |
Goodwill | Goodwill Goodwill is the amount by which the purchase price exceeded the fair value of the net identifiable assets acquired and liabilities assumed in a business combination on the date of acquisition. Goodwill is assessed for impairment at least annually as of October 1, on a reporting unit basis, or when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company assesses impairment first on a qualitative basis to determine if a quantitative assessment is necessary. In circumstances where the qualitative analysis indicates that it is more likely than not that the fair value of a reporting unit does not exceed its carrying value, the Company performs a quantitative impairment test by which the goodwill impairment loss is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All indefinite-lived assets are reviewed for impairment annually, and as necessary if indicators of impairment are present. |
Internal-Use Software | Internal-Use Software Costs incurred in developing internal-use |
Equity-based Compensation | Equity-based Compensation Pursuant to ASC 718, Compensation – Stock Compensation recognizes equity-based compensation cost on a straight-line basis over the vesting period of the award. For equity classified equity-based awards with performance conditions, the Company recognizes equity-based compensation cost using the accelerated attribution method over the requisite service period when the Company determines it is probable that the performance condition will be satisfied. The Company recognizes forfeitures of equity-based awards in the period they occur. |
Research and Development Costs | Research and Development Costs Research and development costs are primarily made up of labor charges, prototype material, and development expenses. Research and development costs are expensed in the period incurred. |
Advertising Costs | Advertising Costs All advertising, promotional and marketing costs are expensed when incurred and are included in selling, general and administrative expenses within the consolidated statements of operations. The table below presents advertising costs for the following periods: Successor Predecessor Year Ended December 31, Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, 2019 Advertising Costs $ 763 $ 35 $ 57 $ 42 |
Net Income (Loss) per Share/Unit | Net Income (Loss) per Share Basic net loss per share is computed by dividing net loss applicable to stockholders by the weighted average number of shares outstanding for the period. Diluted net loss per share assumes conversion of potentially dilutive shares, such as stock options. The Company’s consolidated statements of operations include a presentation of net income (loss) per share for the Successor 2021 Period and Successor 2020 Period. |
Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements The FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases ASC 842 ASU 2016-02 2016-02 right-of-use In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses ( ASC 326 ) ASU 2016-13 2016-13, 2016-13. 2016-13 2016-13 In October 2021, the FASB issued ASU No. 2021-08, Business Combinations ASC 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ASU 2021-08 No. 2014-09, Revenue from Contracts with Customers ASC 606 2021-08 2021-08 2021-08 Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) 815-40): ASU 2020-06 2020-06 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Estimated useful lives are as follows: Property and equipment Estimate useful Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term |
Schedule of Advertising Costs | The table below presents advertising costs for the following periods: Successor Predecessor Year Ended December 31, Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, 2019 Advertising Costs $ 763 $ 35 $ 57 $ 42 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the intangible assets acquired by class: June 19, 2020 Technology 5,400 Customer relationships 10,800 Total intangible assets 16,200 The following table summarizes the intangible assets acquired by class: October 23, 2020 Customer relationships $ 22,800 The following table summarizes the intangible assets acquired by class: December 2, Technology $ 10,300 Customer relationships 20,500 Total intangible assets $ 30,800 The following table summarizes the intangible assets acquired by class: December 21, Technology $ 7,000 Customer relationships 14,700 Total intangible assets $ 21,700 |
Schedule of Pro Forma Information | The year ended December 31, 2020 includes the pre-acquisition 2020 Pro forma for the year ended December 31, December 31, Net revenue $ 138,992 $ 121,231 Net income 3,903 11,772 |
NuWave | |
Business Acquisition [Line Items] | |
Schedule of Assets And Liabilities Assumed | The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. June 19, 2020 Cash paid $ 27,881 Equity issued 2,900 Purchase consideration $ 30,781 Assets: Cash $ 1,038 Accounts receivable 3,018 Other current assets 112 Contract assets 1,095 Deposits 27 Property and equipment 77 Intangible assets 16,200 $ 21,567 Liabilities: Accounts payable 365 Accrued liabilities 364 Deferred tax liability 476 $ 1,205 Fair value of net identifiable assets acquired 364 Goodwill $ 10,419 |
PCI Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Assets And Liabilities Assumed | The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. October 23, 2020 Cash paid $ 55,932 Equity issued 8,143 Purchase consideration $ 64,075 Assets: Cash $ 364 Accounts receivable 6,710 Contract assets 4,569 Prepaid expenses and other current assets 383 Property and equipment 218 Other non-current assets 5 Intangible assets 22,800 $ 35,049 Liabilities: Accounts payable $ 1,131 Deferred tax liability 1,033 Accrued liabilities 3,776 $ 5,940 Fair value of net identifiable assets acquired 29,109 Goodwill $ 34,966 |
Open Solutions Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Assets And Liabilities Assumed | The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 2, Cash paid $ 60,715 Equity issued 2,145 Purchase consideration $ 62,860 Assets: Cash $ 63 Accounts receivable 6,127 Prepaid expenses and other current assets 89 Property and equipment 305 Other non-current assets 48 Intangible assets 30,800 $ 37,432 Liabilities: Accounts payable $ 122 Accrued liabilities 946 Deferred tax liability 334 Other non-current liabilities 27 $ 1,429 Fair value of net identifiable assets acquired 36,003 Goodwill $ 26,857 |
ProModel Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Assets And Liabilities Assumed | The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 21, Cash paid $ 43,718 Assets: Cash 1,843 Accounts receivable 907 Other receivables 707 Contract assets 779 Prepaid expenses and other current assets 64 Property and equipment 134 Other non-current assets 18 Intangible assets 21,700 $ 26,152 Liabilities: Accounts payable $ 2 Contract liabilities 501 Accrued liabilities 960 $ 1,463 Fair value of net identifiable assets acquired 24,689 Goodwill $ 19,029 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured At Fair Value On Recurring Basis | The table below presents the financial liabilities measured at fair value on a recurring basis: Successor December 31, 2021 Balance Sheet Caption Level 1 Level 2 Level 3 Total Private warrants Other non-current $ — $ — $ 319 $ 319 Written put options Derivative liabilities — — 44,827 44,827 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in the fair value of the Level 3 liabilities are as follows: Level 3 Private Written put December 31, 2020 $ — $ — Additions 422 11,371 Changes in fair value (103 ) 33,456 December 31, 2021 $ 319 $ 44,827 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The property and equipment and accumulated depreciation balances are as follows: Successor December 31, December 31, Computer equipment $ 859 $ 307 Furniture and fixtures 433 400 Leasehold improvements 117 80 Office equipment 89 — Software 6 102 Less: accumulated depreciation (426 ) (26 ) Property and equipment, net $ 1,078 $ 863 The table below presents depreciation expense related to property and equipment for the following periods: Successor Predecessor Year Ended December 31, Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Depreciation expense on property and equipment $ 410 $ 26 $ 52 $ 50 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The table below presents the changes in the carrying amount of goodwill by reportable segment: Cyber and Engineering Analytics Total As of May 22, 2020 $ — $ — $ — Goodwill arising from the PCI acquisition 34,966 — 34,966 Goodwill arising from the NuWave acquisition — 10,419 10,419 Goodwill arising from the Open Solutions acquisition — 26,857 26,857 Goodwill arising from the ProModel acquisition — 19,029 19,029 As of December 31, 2020 $ 34,966 $ 56,305 $ 91,271 Measurement period adjustment—PCI 286 — 286 Measurement period adjustment—ProModel — 79 79 As of December 31, 2021 $ 35,252 $ 56,384 $ 91,636 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The intangible asset balances and accumulated amortization are as follows: Successor December 31, 2021 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 68,800 $ (4,051 ) $ 64,749 20 Technology 22,700 (3,803 ) 18,897 7 Total $ 91,500 $ (7,854 ) $ 83,646 Successor December 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 68,800 $ (610 ) $ 68,190 20 Technology 22,700 (392 ) 22,308 7 Total $ 91,500 $ (1,002 ) $ 90,498 |
Finite-lived Intangible Assets Amortization Expense | The table below presents the amortization expense related to intangible assets for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Amortization expense related to intangible assets $ 6,852 $ 1,002 $ — $ — |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents the estimated amortization expense on intangible assets for the next five years and thereafter as of December 31, 2021: 2022 $ 6,683 2023 6,683 2024 6,683 2025 6,683 2026 6,683 Thereafter 50,231 Total estimated amortization expense $ 83,646 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The table below presents details on accrued liabilities; Successor December 31, December 31, Payroll accruals $ 9,011 $ 6,741 Other accrued expenses 1,724 529 Total accrued liabilities $ 10,735 $ 7,270 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The table below presents the Successor’s debt balances: Successor December 31, December 31, Convertible Notes $ 200,000 $ — Bank of America Senior Revolver — — Antares Capital Term Loan — 110,000 Antares Capital Revolving Credit Facility — — D&O Financing Loan 4,233 — Total debt 204,233 110,000 Less: unamortized issuance costs 9,636 3,006 Total debt, net 194,597 106,994 Less: current portion 4,233 1,100 Long-term debt, net $ 190,364 $ 105,894 |
Schedule of Maturities of Long-term Debt | The maturities of the Company’s debt outstanding as of December 31, 2021 are as follows: 2022 2023 2024 2025 2026 Total Total $ 4,233 $ — $ — $ — $ 200,000 $ 204,233 |
Interest Income and Interest Expense Disclosure | Interest Expense on Debt The table below presents interest expense, including the amortization of debt issuance costs, for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Interest expense on debt $ 7,762 $ 616 $ 1 $ 127 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2021, the future annual minimum lease payments for operating leases are as follows: 2022 2023 2024 2025 2026 Thereafter Total Future annual minimum lease payments $ 1,203 $ 1,190 $ 1,007 $ 952 $ 935 $ 1,346 $ 6,633 |
Lease, Cost | The table below presents rent expense under all leases for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Rent expense $ 1,612 $ 198 $ 367 $ 323 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) were as follows: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Federal: Deferred $ 797 $ (2,047 ) $ — $ — Total Federal 797 (2,047 ) — — State: Current 42 4 11 11 Deferred 245 (590 ) (8 ) (2 ) Total State 287 (586 ) 3 9 Income tax expense (benefit) $ 1,084 $ (2,633 ) $ 3 $ 9 |
Schedule of Effective Income Tax Rate Reconciliation | The following is the reconciliation of the amounts computed using the federal statutory income tax rate and the amounts computed using the effective income tax rate: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Tax benefit at federal statutory rates $ (25,718 ) $ (2,199 ) $ — $ — State income tax, net of federal tax benefit (2,163 ) (628 ) 3 9 Class B Incentive Unit equity-based compensation 12,673 — — — Valuation allowance 8,967 — — — Net increase in fair value of derivatives 7,004 — — — Transaction expenses — 119 — — Other permanent differences 321 75 — — Income tax expense (benefit) $ 1,084 $ (2,633 ) $ 3 $ 9 |
Schedule of Deferred Tax Assets and Liabilities | The table below presents the components of net deferred tax assets and deferred liabilities: Successor December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 9,932 $ 891 Interest carryforwards 2,151 161 Amortizable transaction costs 1,410 — Accrued expenses 1,361 86 Deferred rent 51 20 Equity-based compensation 50 — Other assets 114 20 Total deferred tax assets 15,069 1,178 Valuation allowance (13,439 ) — Net deferred tax assets 1,630 1,178 Deferred tax liabilities: Depreciation and amortization 1,267 204 Prepaid expenses 611 137 Deferred revenue — 43 Total deferred tax liabilities 1,878 384 Net deferred tax (liabilities) assets $ (248 ) $ 794 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan Disclosures | The table below presents the total contributions to the Company’s 401(k) plans for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, 2019 Total contributions $ 3,975 $ 650 $ 1,724 $ 1,977 |
Written Put Option (Tables)
Written Put Option (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Reverse Capitalization | The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803 |
Derivatives Fair Value Assumptions | The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following periods: December 7, 2021 December 31, 2021 Fair value of each private warrant $ 1.15 $ 0.87 Exercise price $ 11.50 $ 11.50 Common stock price $ 9.99 $ 5.66 Expected option term (years) 5 4.94 Expected volatility 16.50 % 39.50 % Risk-free rate of return 1.26 % 1.25 % Expected annual dividend yield — % — % |
Written Put Option [Member] | |
Derivatives Fair Value Assumptions | The table below presents the value of the Written Put Options under the Black-Scholes OPM using the following assumptions as of the following dates: December 7, December 31, Value of the written put options $ 1.14 $ 4.50 Exercise price $ 10.15 $ 10.15 Common stock price $ 9.99 $ 5.66 Expected option term (years) 0.25 0.18 Expected volatility 53.00 % 66.00 % Risk-free rate of return 0.06 % 0.06 % Expected annual dividend yield — % — % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Authorized Common Stock | The table below presents the details of the Company’s authorized common stock as of the following period: December 31, Common stock: Authorized shares of common stock 500,000,000 Common stock par value per share $ 0.0001 Common stock outstanding at the period end 135,566,227 The table below presents the details of the Company’s authorized preferred stock as of the following period: December 31, 2021 Preferred stock: Authorized shares of preferred stock 1,000,000 Preferred stock par value per share $ 0.0001 Preferred stock outstanding at the period end — |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Derivatives Fair Value Assumptions | The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following periods: December 7, 2021 December 31, 2021 Fair value of each private warrant $ 1.15 $ 0.87 Exercise price $ 11.50 $ 11.50 Common stock price $ 9.99 $ 5.66 Expected option term (years) 5 4.94 Expected volatility 16.50 % 39.50 % Risk-free rate of return 1.26 % 1.25 % Expected annual dividend yield — % — % |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Valuation Assumptions | The assumptions used in determining the fair value were as follows: As of June 11, Volatility 25.8 % Risk-free interest rate 1.89 % Expected time to exit (years) 2.5 The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows: Volatility 57 % Risk-free interest rate 0.1 % Expected time to exit (years) 1.6 Volatility 46 % Risk-free interest rate 0.2 % Expected time to exit (years) 1.2 |
Share-based Payment Arrangement, Activity | The table below presents the activity for the Class B Units: Balance as of January 1, 2019 — Granted during the year 100 Vested during the year (10 ) Forfeited during the year — Unvested as of December 31, 2019 90 Unvested as of October 22, 2020 90 The table below presents the activity in the Class B Units: Unvested and outstanding as of January 1, 2021 — Granted 9,650,000 Vested (5,640,000 ) Forfeited (250,000 ) Unvested and outstanding as of December 31, 2021 3,760,000 |
Share-based Payment Arrangement, Option, Activity | The table below presents the activity in the Stock Options: Unvested and outstanding as of January 1, 2021 — Granted 482,000 Vested — Forfeited — Unvested and outstanding as of December 31, 2021 482,000 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of the Options of $5.21 each is estimated on the grant date of December 7, 2021, using the Black-Scholes OPM using the following assumptions: Expected option term (years) 10 Expected volatility 54.0 % Risk-free rate of return 1.4 % Expected annual dividend yield — % |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The table below presents the activity in the RSUs: Unvested and outstanding as of January 1, 2021 — Granted 403,300 Vested — Forfeited — Unvested and outstanding as of December 31, 2021 403,300 |
Share-based Payment Arrangement, Performance Shares, Activity | The table below presents the activity in the PSUs: Unvested and outstanding as of January 1, 2021 — Granted 150,000 Vested — Forfeited — Unvested and outstanding as of December 31, 2021 150,000 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The numerators and denominators of the basic and diluted net income (loss) per share are computed as follows (in thousands, except per share, unit and per unit data): Successor Basic and diluted net income (loss) per share Year Ended December 31, Period from May 22, 2020 December 31, Numerator: Net income (loss) $ (123,552 ) $ (7,838 ) Denominator: Weighted average Shares outstanding—basic and diluted 107,009,834 105,000,000 Basic and diluted net loss per Share $ (1.15 ) $ (0.07 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The table below presents total revenues by contract type for the following periods: Successor Predecessor Year Ended December 31, 2021 Period from May 22, 2020 December 31, 2020 Period from Year Ended December 31, Firm fixed price $ 41,231 $ 6,938 $ 2,216 $ 3,753 Time and materials 98,763 24,613 57,549 69,873 Cost-plus 5,584 1 — — Total revenues $ 145,578 $ 31,552 $ 59,765 $ 73,626 |
Schedules of Concentration of Risk, by Risk Factor | Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods: Successor 2021 Period Cyber & Engineering Analytics Total Percent of total revenues Customer A $ 31,732 $ 31,732 22 % Customer B 15,032 — 15,032 10 % Customer C (1) — 11,538 11,538 8 % Customer D (1) — 8,835 8,835 6 % All others 28,115 50,326 78,441 54 % Total revenues $ 74,879 $ 70,699 $ 145,578 100 % Successor 2020 Period Cyber & Engineering Analytics Total Percent of total revenues Customer A $ 8,075 $ — $ 8,075 26 % Customer B 3,495 — 3,495 11 % Customer C — 5,498 5,498 17 % Customer D — 5,494 5,494 17 % All others 4,014 4,976 8,990 29 % Total revenues $ 15,584 $ 15,968 $ 31,552 100 % Predecessor 2020 Period Total (2) Percent of total revenues Customer A $ 26,049 44 % Customer B 12,282 21 % All others 21,434 35 % Total revenues $ 59,765 100 % Predecessor 2019 Period Total (2) Percent of total revenues Customer A $ 34,137 46 % Customer B 21,386 29 % All others 18,103 25 % Total revenues $ 73,626 100 % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability. (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. |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: Successor December 31, December 31, Contract assets $ 628 $ 2,575 Contract liabilities $ 4,207 $ 541 |
Schedule of Impact of the Net Estimates at Completion Adjustments on the Company's Operating | The following table summarizes the impact of the net estimates at completion “ EAC” adjustments on the Company’s operating results: Successor Year Ended December 31, Period from May 22, 2020 December 31, Net EAC Adjustments, before income taxes $ 1,650 $ — Net EAC Adjustments, net of income taxes $ 1,304 $ — Net EAC Adjustments, net of income taxes, per diluted share $ 0.01 $ — |
Reportable Segment Information
Reportable Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below present the Company’s operating segment results of operations for the following periods: Successor Year Ended December 31, 2021 Cyber & Engineering Analytics Total Revenues $ 74,879 $ 70,699 $ 145,578 Segment adjusted gross margin 17,480 31,756 49,236 Segment adjusted gross margin % 23 % 45 % 34 % Research and development costs excluded from segment adjusted gross margin (8,282 ) Equity-based compensation excluded from segment adjusted gross margin (6,886 ) Operating expenses: Selling, general and administrative 106,507 Research and development 6,033 Operating loss (78,472 ) Net increase in fair value of derivatives 33,353 Loss on extinguishment of debt 2,881 Interest expense 7,762 Loss before taxes $ (122,468 ) Successor Period from May 22, 2020 through December 31, 2020 Cyber & Engineering Analytics Total Revenues $ 15,584 $ 15,968 $ 31,552 Segment adjusted gross margin 3,570 7,799 11,369 Segment adjusted gross margin % 23 % 49 % 36 % Research and development costs excluded from segment adjusted gross margin (2,694 ) Operating expenses: Selling, general and administrative 7,909 Research and development 530 Transaction expenses 10,091 Operating loss (9,855 ) Interest expense 616 Loss before taxes $ (10,471 ) |
Reconciliation of Assets from Segment to Consolidated | The following table presents the assets by segment as of the following periods: Successor Successor December 31, 2021 December 31, 2020 Cyber & Engineering Analytics Corporate Total Cyber & Engineering Analytics Corporate Total Total assets $ 74,808 $ 154,085 $ 154,429 $ 383,322 $ 73,225 $ 143,978 $ 1,162 $ 218,365 |
Description of the Business (De
Description of the Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 07, 2021 | Dec. 06, 2021 | Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 21, 2020 | Jun. 19, 2020 |
Merger [Line Items] | ||||||||
Proceeds from the Merger | $ 101,958 | $ 0 | $ 0 | $ 101,958 | $ 0 | |||
Debt conversion, converted instrument, shares issued (in shares) | 17,391,304 | 17,391,304 | ||||||
Debt instrument, convertible, conversion price (in usd per shares) | $ 11.50 | $ 11.50 | ||||||
Repayments of debt | $ 114,393 | |||||||
Payment of Merger transaction costs | 9,802 | $ 0 | $ 0 | $ 9,802 | $ 0 | |||
Equity stock, shares authorized (in shares) | 501,000,000 | |||||||
Common shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||||
Common stock outstanding (in shares) | 135,566,227 | |||||||
Preferred stock outstanding (in shares) | 0 | |||||||
Proceeds from reverse recapitalization transaction | $ 75,000 | |||||||
Reverse recapitalization shares issued (in shares) | 105,000,000 | |||||||
Common stock issued (in shares) | 8,000,000 | |||||||
Forward Share Purchase Agreements | ||||||||
Merger [Line Items] | ||||||||
Earnout period, stock price trigger (usd per share) | $ 10.15 | |||||||
Certain Advisors | ||||||||
Merger [Line Items] | ||||||||
Common stock issued (in shares) | 1,495,320 | |||||||
AE Industrial Partners Fund II, LP | ||||||||
Merger [Line Items] | ||||||||
Majority shareholder, ownership by AE | 83.50% | |||||||
Unsecured Debt | ||||||||
Merger [Line Items] | ||||||||
Debt conversion, converted instrument, amount | $ 200,000 | |||||||
BigBear Holdings | ||||||||
Merger [Line Items] | ||||||||
Common units converted (in shares) | 100 | 100 | ||||||
Open Solutions Group, LLC | ||||||||
Merger [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||
PCI | NuWave | ||||||||
Merger [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimate useful life in years | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimate useful life in years | 7 years |
Laboratory equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimate useful life in years | 5 years |
Laboratory equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimate useful life in years | 10 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimate useful life in years | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimate useful life in years | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimate useful life in years | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Income Taxes (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Unrecognized tax benefits | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2020 | May 21, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents and restricted cash | $ 169,921 | $ 9,704 | $ 364 | $ 0 | $ 1,644 | $ 380 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Internal-Use Software (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Computer Software, Intangible Asset | |
Finite-Lived Intangible Assets [Line Items] | |
Capitalized Computer Software, Gross | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Advertising Costs (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Advertising Costs | $ 35 | $ 57 | $ 763 | $ 42 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 21, 2020 | Dec. 02, 2020 | Oct. 23, 2020 | Jun. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||||||||
Transaction expenses | $ 10,091 | $ 0 | $ 0 | $ 0 | |||||||||
NuWave | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Units issued to acquiree (in shares) | 2,900,000 | ||||||||||||
Indemnification escrow deposit | $ 300 | ||||||||||||
Adjustment escrow deposit | $ 150 | ||||||||||||
Revenue of acquiree since acquisition date, actual | $ 13,725 | ||||||||||||
Earnings acquiree since acquisition date, actual | $ 118 | ||||||||||||
Transaction expenses | $ 1,662 | ||||||||||||
PCI Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Units issued to acquiree (in shares) | 8,142,985 | ||||||||||||
Indemnification escrow deposit | $ 325 | ||||||||||||
Adjustment escrow deposit | $ 650 | ||||||||||||
Revenue of acquiree since acquisition date, actual | $ 15,584 | ||||||||||||
Earnings acquiree since acquisition date, actual | $ 288 | ||||||||||||
Transaction expenses | 3,484 | ||||||||||||
Measurement period adjustment | 286 | ||||||||||||
Open Solutions Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Units issued to acquiree (in shares) | 2,144,812 | ||||||||||||
Indemnification escrow deposit | $ 285 | ||||||||||||
Adjustment escrow deposit | 372 | ||||||||||||
Revenue of acquiree since acquisition date, actual | $ 1,855 | ||||||||||||
Earnings acquiree since acquisition date, actual | $ 64 | ||||||||||||
Transaction expenses | 2,432 | ||||||||||||
Expense funds | $ 150 | ||||||||||||
ProModel Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Adjustment escrow deposit | $ 425 | ||||||||||||
Revenue of acquiree since acquisition date, actual | $ 388 | ||||||||||||
Earnings acquiree since acquisition date, actual | $ 19 | ||||||||||||
Transaction expenses | $ 2,513 | ||||||||||||
Expense funds | $ 2,557 | ||||||||||||
Measurement period adjustment | $ 79 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 21, 2020 | Dec. 02, 2020 | Oct. 23, 2020 | Jun. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2020 | May 21, 2020 | Dec. 31, 2019 |
Liabilities: | |||||||||
Goodwill | $ 91,636 | $ 91,271 | $ 0 | $ 0 | $ 0 | ||||
NuWave | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 27,881 | ||||||||
Equity issued | 2,900 | ||||||||
Purchase consideration | 30,781 | ||||||||
Assets: | |||||||||
Cash | 1,038 | ||||||||
Accounts receivable | 3,018 | ||||||||
Other current assets | 112 | ||||||||
Contract assets | 1,095 | ||||||||
Deposits | 27 | ||||||||
Property and equipment | 77 | ||||||||
Intangible assets | 16,200 | ||||||||
Total | 21,567 | ||||||||
Liabilities: | |||||||||
Accounts payable | 365 | ||||||||
Accrued liabilities | 364 | ||||||||
Deferred tax liability | 476 | ||||||||
Total | 1,205 | ||||||||
Fair value of net identifiable assets acquired | 364 | ||||||||
Goodwill | $ 10,419 | ||||||||
PCI Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 55,932 | ||||||||
Equity issued | 8,143 | ||||||||
Purchase consideration | 64,075 | ||||||||
Assets: | |||||||||
Cash | 364 | ||||||||
Accounts receivable | 6,710 | ||||||||
Contract assets | 4,569 | ||||||||
Property and equipment | 218 | ||||||||
Intangible assets | 22,800 | ||||||||
Other non-current assets | 5 | ||||||||
Prepaid expenses and other current assets | 383 | ||||||||
Total | 35,049 | ||||||||
Liabilities: | |||||||||
Accounts payable | 1,131 | ||||||||
Accrued liabilities | 3,776 | ||||||||
Deferred tax liability | 1,033 | ||||||||
Total | 5,940 | ||||||||
Fair value of net identifiable assets acquired | 29,109 | ||||||||
Goodwill | $ 34,966 | ||||||||
Open Solutions Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 60,715 | ||||||||
Equity issued | 2,145 | ||||||||
Purchase consideration | 62,860 | ||||||||
Assets: | |||||||||
Cash | 63 | ||||||||
Accounts receivable | 6,127 | ||||||||
Property and equipment | 305 | ||||||||
Intangible assets | 30,800 | ||||||||
Other non-current assets | 48 | ||||||||
Prepaid expenses and other current assets | 89 | ||||||||
Total | 37,432 | ||||||||
Liabilities: | |||||||||
Accounts payable | 122 | ||||||||
Accrued liabilities | 946 | ||||||||
Deferred tax liability | 334 | ||||||||
Other non-current liabilities | 27 | ||||||||
Total | 1,429 | ||||||||
Fair value of net identifiable assets acquired | 36,003 | ||||||||
Goodwill | $ 26,857 | ||||||||
ProModel Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 43,718 | ||||||||
Assets: | |||||||||
Cash | 1,843 | ||||||||
Accounts receivable | 907 | ||||||||
Other current assets | 707 | ||||||||
Contract assets | 779 | ||||||||
Property and equipment | 134 | ||||||||
Intangible assets | 21,700 | ||||||||
Other non-current assets | 18 | ||||||||
Prepaid expenses and other current assets | 64 | ||||||||
Total | 26,152 | ||||||||
Liabilities: | |||||||||
Accounts payable | 2 | ||||||||
Accrued liabilities | 960 | ||||||||
Contract liabilities | 501 | ||||||||
Total | 1,463 | ||||||||
Fair value of net identifiable assets acquired | 24,689 | ||||||||
Goodwill | $ 19,029 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired By Class (Details) - USD ($) $ in Thousands | Dec. 21, 2020 | Dec. 02, 2020 | Oct. 23, 2020 | Jun. 19, 2020 |
NuWave | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 16,200 | |||
NuWave | Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 5,400 | |||
NuWave | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 10,800 | |||
PCI Acquisition | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 22,800 | |||
Open Solutions Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 30,800 | |||
Open Solutions Acquisition | Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 10,300 | |||
Open Solutions Acquisition | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 20,500 | |||
ProModel Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 21,700 | |||
ProModel Acquisition | Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 7,000 | |||
ProModel Acquisition | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 14,700 |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net revenue | $ 138,992 | $ 121,231 |
Net income | $ 3,903 | $ 11,772 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Liabilities Measured At Fair Value On a Recurring Basis (Details) - Fair Value Recurring $ in Thousands | Dec. 31, 2021USD ($) |
Private warrants | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | $ 319 |
Written put options | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | 44,827 |
Level 1 | Private warrants | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | 0 |
Level 1 | Written put options | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | 0 |
Level 2 | Private warrants | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | 0 |
Level 2 | Written put options | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | 0 |
Level 3 | Private warrants | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | 319 |
Level 3 | Written put options | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial liabilities fair value disclosure | $ 44,827 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value, Net Derivative Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Private warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
December 31, 2020 | $ 0 |
Additions | 422 |
Changes in fair value | (103) |
December 31, 2021 | 319 |
Written put options | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
December 31, 2020 | 0 |
Additions | 11,371 |
Changes in fair value | 33,456 |
December 31, 2021 | $ 44,827 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Less: accumulated depreciation | $ (26) | $ (426) | ||
Property and equipment, net | 863 | 1,078 | ||
Depreciation | 26 | $ 52 | 410 | $ 50 |
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 307 | 859 | ||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 400 | 433 | ||
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 80 | 117 | ||
Office equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 0 | 89 | ||
Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 102 | $ 6 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)unit | Dec. 31, 2020USD ($) | Oct. 22, 2020USD ($) | May 21, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Number of reporting units | unit | 2 | ||||
Goodwill impairment | $ 0 | ||||
Goodwill | $ 91,636 | $ 91,271 | $ 0 | $ 0 | $ 0 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 0 | $ 91,271 |
Ending balance | 91,271 | 91,636 |
Cyber and Engineering | ||
Goodwill [Roll Forward] | ||
Beginning balance | 0 | 34,966 |
Ending balance | 34,966 | 35,252 |
Analytics | ||
Goodwill [Roll Forward] | ||
Beginning balance | 0 | 56,305 |
Ending balance | 56,305 | 56,384 |
PCI Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 34,966 | |
Measurement period adjustment | 286 | |
PCI Acquisition | Cyber and Engineering | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 34,966 | |
Measurement period adjustment | 286 | |
PCI Acquisition | Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 0 | |
Measurement period adjustment | 0 | |
NuWave Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 10,419 | |
NuWave Acquisition | Cyber and Engineering | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 0 | |
NuWave Acquisition | Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 10,419 | |
Open Solutions Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 26,857 | |
Open Solutions Acquisition | Cyber and Engineering | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 0 | |
Open Solutions Acquisition | Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 26,857 | |
ProModel Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 19,029 | |
Measurement period adjustment | 79 | |
ProModel Acquisition | Cyber and Engineering | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | 0 | |
Measurement period adjustment | 0 | |
ProModel Acquisition | Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill arising from the acquisition | $ 19,029 | |
Measurement period adjustment | $ 79 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 91,500 | $ 91,500 |
Accumulated amortization | (7,854) | (1,002) |
Net carrying amount | 83,646 | 90,498 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 68,800 | 68,800 |
Accumulated amortization | (4,051) | (610) |
Net carrying amount | $ 64,749 | $ 68,190 |
Weighted average useful life in years | 20 years | 20 years |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 22,700 | $ 22,700 |
Accumulated amortization | (3,803) | (392) |
Net carrying amount | $ 18,897 | $ 22,308 |
Weighted average useful life in years | 7 years | 7 years |
Intangible Assets, Net - Finite
Intangible Assets, Net - Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense related to intangible assets | $ 1,002 | $ 0 | $ 6,852 | $ 0 |
Intangible Assets, net - Estima
Intangible Assets, net - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 6,683 | |
2023 | 6,683 | |
2024 | 6,683 | |
2025 | 6,683 | |
2026 | 6,683 | |
Thereafter | 50,231 | |
Net carrying amount | $ 83,646 | $ 90,498 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll accruals | $ 9,011 | $ 6,741 |
Other accrued expenses | 1,724 | 529 |
Total accrued liabilities | $ 10,735 | $ 7,270 |
Debt - Predecessor Debt - Narra
Debt - Predecessor Debt - Narrative (Details) - USD ($) $ in Thousands | Dec. 15, 2020 | Mar. 16, 2020 | Jan. 23, 2019 | Jan. 22, 2019 | Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2012 | Dec. 22, 2008 |
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 616 | $ 1 | $ 7,762 | $ 127 | ||||||
Line of Credit | Columbia Bank | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 4,500 | $ 350 | ||||||||
Borrowing threshold | 90.00% | |||||||||
Repayments of long-term lines of credit | $ 2,000 | |||||||||
Interest expense | $ 32 | |||||||||
Line of Credit | Columbia Bank | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 1.00% | |||||||||
Line of Credit | Columbia Bank | Floor Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 5.00% | |||||||||
Line of Credit | BB&T | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 10,000 | |||||||||
Repayments of long-term lines of credit | $ 2,000 | |||||||||
Interest expense | $ 4 | |||||||||
Commitment fee percentage | 0.125% | |||||||||
Line of Credit | BB&T | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 0.25% | |||||||||
Line of Credit | BB&T | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 2.25% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 204,233 | $ 110,000 |
Less: unamortized issuance costs | 9,636 | 3,006 |
Total debt, net | 194,597 | 106,994 |
Less: current portion | 4,233 | 1,100 |
Long-term debt, net | 190,364 | 105,894 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 200,000 | 0 |
Bank of America Senior Revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 0 |
Antares Capital Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 110,000 |
Antares Capital Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 0 |
D&O Financing Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 4,233 | $ 0 |
Debt - Successor Debt- Narrativ
Debt - Successor Debt- Narrative (Details) - USD ($) | Dec. 07, 2021 | Dec. 21, 2020 | Dec. 02, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Oct. 23, 2020 | Jun. 19, 2020 |
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 114,393,000 | |||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 2,881,000 | $ 0 | ||||||
Interest expense | 616,000 | $ 1,000 | 7,762,000 | $ 127,000 | ||||||
Other Noncurrent Assets | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized debt issuance expense | $ 545,000 | |||||||||
Antares Capital Term Loan | Antares Capital Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, face amount | $ 110,000,000 | |||||||||
Antares Capital Term Loan | Minimum | Antares Capital Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Periodic payment | 250,000 | |||||||||
Principal payment | 275,000 | |||||||||
Antares Capital Revolving Credit Facility | Revolving Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 15,000,000 | |||||||||
Long-term line of credit | $ 0 | |||||||||
Antares Capital Revolving Credit Facility | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Periodic payment | $ 100,000 | |||||||||
Antares Capital Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate percentage | 1.00% | |||||||||
Repayments of debt | 114,393,000 | |||||||||
Debt instrument, increase, accrued interest | $ 136,000 | |||||||||
Antares Capital Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 5.00% | |||||||||
Antares Capital Credit Agreement | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 4.00% | |||||||||
Antares Capital Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 0.50% | |||||||||
Antares Capital Credit Agreement | Eurodollar | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 1.00% | |||||||||
Promissory Note 1 | Notes Payable to Banks | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, face amount | $ 15,200,000 | |||||||||
Stated interest rate percentage | 2.75% | |||||||||
Repayments of debt | $ 15,200,000 | |||||||||
Interest expense | 122,000 | |||||||||
Promissory Note 1 | Promissory Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, face amount | $ 15,200,000 | |||||||||
Stated interest rate percentage | 2.10% | |||||||||
Repayments of debt | $ 15,200,000 | |||||||||
Interest expense | $ 65,000 | |||||||||
Promissory Note 2 | Notes Payable to Banks | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, face amount | $ 29,200,000 | |||||||||
Stated interest rate percentage | 2.75% | |||||||||
Repayments of debt | 29,200,000 | |||||||||
Interest expense | $ 138,000 | |||||||||
Promissory Note 3 | Notes Payable to Banks | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, face amount | $ 31,700,000 | |||||||||
Stated interest rate percentage | 2.75% | |||||||||
Repayments of debt | $ 31,700,000 | |||||||||
Interest expense | $ 48,000 | |||||||||
Bank of America Senior Revolver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility collateral percentage | 100.00% | |||||||||
Line of credit facility increase in maximum borrowing capacity | $ 18,800,000 | |||||||||
Line of credit facility increase in maximum borrowing capacity as percentage of EBITDA | 100.00% | |||||||||
Bank of America Senior Revolver | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 2.00% | |||||||||
Bank of America Senior Revolver | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 0.50% | |||||||||
Bank of America Senior Revolver | Bloomberg Short-Term Yield Index Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 1.00% | |||||||||
Bank of America Senior Revolver | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 50,000,000 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) $ / shares in Units, $ in Thousands | Dec. 07, 2021USD ($)vote$ / sharesshares | Dec. 31, 2021USD ($)$ / shares |
Debt Instrument [Line Items] | ||
Debt instrument, convertible, conversion price (in usd per shares) | $ / shares | $ 11.50 | $ 11.50 |
Convertible notes payable | $ 200,000 | |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Debt, face amount | $ 200,000 | |
Stated interest rate percentage | 6.00% | |
Debt instrument, convertible, threshold trading days | vote | 180 | |
Debt instrument, convertible, threshold consecutive trading days | vote | 20 | |
Debt instrument, trading days | 30 days | |
Debt instrument, convertible, average daily trading days | vote | 30 | |
Debt instrument, convertible, for first two years after initial issuance | $ 3,000 | |
Debt instrument, convertible, term of after initial issuance | 2 years | |
Debt instrument, convertible, thereafter | $ 2,000 | |
Debt instrument, convertible, obligated equal amount to pay of interest, term | 12 months | |
Unamortized debt issuance expense | $ 9,600 | |
Convertible Debt, Par Value | ||
Debt Instrument [Line Items] | ||
Debt, face amount | $ 1,000 | |
Common Stock | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Debt instrument, shares issuable (in shares) | shares | 17,391,304 | |
Debt instrument, convertible, conversion price (in usd per shares) | $ / shares | $ 11.50 | |
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% |
Debt - D&O Financing Loan (Deta
Debt - D&O Financing Loan (Details) - D&O Financing Loan $ in Millions | Dec. 08, 2021USD ($) |
Debt Instrument [Line Items] | |
Debt, face amount | $ 4,233 |
Stated interest rate percentage | 1.50% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 4,233 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 200,000 | |
Long-term debt, gross | $ 204,233 | $ 110,000 |
Debt - Interest Income and Inte
Debt - Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||||
Interest expense on debt | $ 616 | $ 1 | $ 7,762 | $ 127 |
Leases (Details)
Leases (Details) | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Renewal term | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 2.50% |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 5.40% |
Leases - Future Annual Minimum
Leases - Future Annual Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future annual minimum lease payments | |
2022 | $ 1,203 |
2023 | 1,190 |
2024 | 1,007 |
2025 | 952 |
2026 | 935 |
Thereafter | 1,346 |
Total | $ 6,633 |
Leases - Rent expense (Details)
Leases - Rent expense (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Leases [Abstract] | ||||
Rent expense | $ 198 | $ 367 | $ 1,612 | $ 323 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Federal: | ||||
Deferred | $ (2,047) | $ 0 | $ 797 | $ 0 |
Total Federal | (2,047) | 0 | 797 | 0 |
State: | ||||
Current | 4 | 11 | 42 | 11 |
Deferred | (590) | (8) | 245 | (2) |
Total State | (586) | 3 | 287 | 9 |
Income tax expense (benefit) | $ (2,633) | $ 3 | $ 1,084 | $ 9 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Tax benefit at federal statutory rates | $ (2,199) | $ 0 | $ (25,718) | $ 0 |
State income tax, net of federal tax benefit | (628) | 3 | (2,163) | 9 |
Class B Incentive Unit equity-based compensation | 0 | 0 | 12,673 | 0 |
Valuation allowance | 0 | 0 | 8,967 | 0 |
Net increase in fair value of derivatives | 0 | 0 | 7,004 | 0 |
Transaction expenses | 119 | 0 | 0 | 0 |
Other permanent differences | 75 | 0 | 321 | 0 |
Income tax expense (benefit) | $ (2,633) | $ 3 | $ 1,084 | $ 9 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 9,932 | $ 891 |
Interest carryforwards | 2,151 | 161 |
Amortizable transaction costs | 1,410 | 0 |
Accrued expenses | 1,361 | 86 |
Deferred rent | 51 | 20 |
Equity-based compensation | 50 | 0 |
Other assets | 114 | 20 |
Total deferred tax assets | 15,069 | 1,178 |
Valuation allowance | (13,439) | 0 |
Net deferred tax assets | 1,630 | 1,178 |
Deferred tax liabilities: | ||
Depreciation and amortization | 1,267 | 204 |
Prepaid expenses | 611 | 137 |
Deferred revenue | 0 | 43 |
Total deferred tax liabilities | 1,878 | 384 |
Net deferred tax (liabilities) assets | $ (248) | |
Net deferred tax (liabilities) assets | $ 794 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 13,439 | $ 0 |
U.S. federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 34,678 | |
U.S. state | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 45,998 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($) | Oct. 22, 2020USD ($) | Dec. 31, 2021USD ($)plan | Dec. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | ||||
Number of qualified 401(k) plans | plan | 3 | |||
Total contributions | $ | $ 650 | $ 1,724 | $ 3,975 | $ 1,977 |
Written Put Option - Narrative
Written Put Option - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 07, 2021 | Dec. 06, 2021 | Dec. 31, 2021 |
Derivative [Line Items] | |||
Escrow deposit | $ 101,021 | ||
Fair value of derivative liability | $ 11,371 | ||
Derivative liabilities | $ 44,827 | ||
Funds held in the escrow accounts unavailability term | 3 months | ||
Derivative loss | $ 33,456 | ||
Forward Share Purchase Agreements | |||
Derivative [Line Items] | |||
Earnout period, holding term | 3 months | ||
Earnout period, stock price trigger (usd per share) | $ 10.15 | ||
Forward Share Purchase Agreements | Derivative Instrument, Period, One | |||
Derivative [Line Items] | |||
Earnout period, stock price trigger (usd per share) | 10.15 | ||
Forward Share Purchase Agreements | Derivative Instrument, Period, Two | |||
Derivative [Line Items] | |||
Earnout period, stock price trigger (usd per share) | 10 | ||
Forward Share Purchase Agreements | Derivative Instrument, Period, Three | |||
Derivative [Line Items] | |||
Earnout period, stock price trigger (usd per share) | 10.05 | ||
Earnout stock price overage (usd per shares) | $ 0.05 |
Written Put Option - Aggregate
Written Put Option - Aggregate number of shares of common stock (Details) | Dec. 06, 2021shares |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 9,952,803 |
Highbridge Investors | |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 2,453,195 |
Tenor | |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 2,499,608 |
Glazer Investors | |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 5,000,000 |
Written Put Option - Schedule o
Written Put Option - Schedule of Investments (Details) - $ / shares | Dec. 07, 2021 | Dec. 31, 2021 |
Option Indexed to Issuer's Equity [Line Items] | ||
Value of the written put options (usd per share) | $ 1.15 | $ 0.87 |
Exercise price (usd per shares) | 11.50 | 11.50 |
Common stock price (usd per share) | $ 9.99 | $ 5.66 |
Expected option term (years) | 5 years | 4 years 11 months 8 days |
Expected volatility | 16.50% | 39.50% |
Risk-free rate of return | 1.26% | 1.25% |
Expected annual dividend yield | 0.00% | 0.00% |
Written put options | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Value of the written put options (usd per share) | $ 1.14 | $ 4.50 |
Exercise price (usd per shares) | 10.15 | 10.15 |
Common stock price (usd per share) | $ 9.99 | $ 5.66 |
Expected option term (years) | 3 months | 2 months 4 days |
Expected volatility | 53.00% | 66.00% |
Risk-free rate of return | 0.06% | 0.06% |
Expected annual dividend yield | 0.00% | 0.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ in Millions | Jun. 11, 2021USD ($) | Jun. 11, 2019VOTEshares | Dec. 31, 2021VOTE | Dec. 31, 2020shares | Oct. 22, 2020shares | Dec. 31, 2019shares |
Common Units [Line Items] | ||||||
Common unit issued (in shares) | 100 | |||||
Common unit, outstanding (in shares) | 100 | |||||
Voting right per share | VOTE | 1 | |||||
Cash Distribution | Minimum | ||||||
Common Units [Line Items] | ||||||
Distribution threshold | $ | $ 50 | |||||
Common Class A | ||||||
Common Units [Line Items] | ||||||
Common unit issued (in shares) | 900 | 900 | ||||
Common unit, outstanding (in shares) | 900 | 900 | ||||
Common Class B | ||||||
Common Units [Line Items] | ||||||
Common unit issued (in shares) | 100 | |||||
Voting right per share | VOTE | 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Authorized Common Stock (Details) - $ / shares | Dec. 31, 2021 | Dec. 06, 2021 |
Common stock: | ||
Common shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock par value per share | $ 0.0001 | |
Common stock outstanding (in shares) | 135,566,227 | |
Preferred stock: | ||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock par value per share | $ 0.0001 | |
Preferred stock outstanding (in shares) | 0 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2021 | Dec. 31, 2021 | Dec. 07, 2021 |
Class of Warrant or Right [Line Items] | |||
Exercise price (usd per shares) | $ 11.50 | $ 11.50 | |
Fair value of derivative liability | $ 11,371 | ||
Derivative loss | $ (33,456) | ||
Minimum | |||
Class of Warrant or Right [Line Items] | |||
Minimum strike price (usd per share) | $ 18 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrant (in shares) | 1 | 11,959,939 | |
Exercise price (usd per shares) | $ 11.50 | ||
Class of warrant or right, redemption price (usd per share) | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | ||
Warrants redemption covenant threshold trading period | 20 days | ||
Warrants redemption covenant threshold consecutive trading period | 30 days | ||
Warrants issued (in shares) | 11,959,939 | ||
Private warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrant (in shares) | 366,533 | ||
Warrants issued (in shares) | 366,533 | ||
Fair value of derivative liability | $ 319 | $ 422 | |
Derivative loss | $ 103 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | Dec. 07, 2021 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Fair value of each private warrant | $ 1.15 | $ 0.87 |
Exercise price (usd per shares) | 11.50 | 11.50 |
Common stock price (usd per share) | $ 9.99 | $ 5.66 |
Expected option term (years) | 5 years | 4 years 11 months 8 days |
Expected volatility | 16.50% | 39.50% |
Risk-free rate of return | 1.26% | 1.25% |
Expected annual dividend yield | 0.00% | 0.00% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2024shares | Dec. 07, 2021$ / sharesshares | Jul. 29, 2021$ / shares | Oct. 23, 2020USD ($) | Jun. 11, 2019$ / sharesshares | Feb. 28, 2021tranche$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 22, 2020USD ($) | Dec. 31, 2021USD ($)Dayshares | Dec. 31, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Selling, general and administrative | $ 7,909 | $ 7,632 | $ 106,507 | $ 11,004 | |||||||
Incentive units tranches | tranche | 3 | ||||||||||
Weighted average price of shares | $ / shares | $ 9.99 | ||||||||||
Class B Unit Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fair value (in usd per share) | $ / shares | $ 9.06 | ||||||||||
Board of Directors | Class A Units | Selling, General and Administrative Expenses | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Selling, general and administrative | $ 86 | ||||||||||
Class B Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted during the year (in shares) | shares | 100 | 100 | |||||||||
Vesting rights, percentage | 10.00% | ||||||||||
Vested during the year (in shares) | shares | 10 | ||||||||||
Shares settled | $ 731 | ||||||||||
Share-based payment , expense | $ 80 | $ 104 | |||||||||
Options, fair value (usd per share) | $ / shares | $ 4,982 | ||||||||||
Incentive Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted during the year (in shares) | shares | 9,650,000 | ||||||||||
Vested during the year (in shares) | shares | 5,640,000 | ||||||||||
Share-based payment , expense | $ 60,349 | ||||||||||
Share-based payment arrangement, expense, percentage | 100.00% | ||||||||||
Incentive Units | Class B Unit Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Incentive units participation threshold (usd per share) | $ / shares | $ 1 | ||||||||||
Incentive Units | Selling, General and Administrative Expenses | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment , expense | $ 53,463 | ||||||||||
Incentive Units | Cost of Sales | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment , expense | 6,886 | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 10 years | ||||||||||
Options, fair value (usd per share) | $ / shares | $ 5.21 | ||||||||||
Intrinsic value | $ 0 | 0 | |||||||||
Unrecognized compensation costs | 2,471 | 2,471 | |||||||||
Stock Options | Selling, General and Administrative Expenses | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment , expense | 42 | ||||||||||
Stock Options | Cost of Sales | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment , expense | $ 1 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted during the year (in shares) | shares | 273,300 | 403,300 | |||||||||
Vested during the year (in shares) | shares | 0 | ||||||||||
Fair value (in usd per share) | $ / shares | $ 10.03 | ||||||||||
Cost not yet recognized, amount | $ 3,908 | $ 3,908 | |||||||||
Restricted Stock Units (RSUs) | Non-employee Director | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted during the year (in shares) | shares | 130,000 | ||||||||||
Restricted Stock Units (RSUs) | Selling, General and Administrative Expenses | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment , expense | 134 | ||||||||||
Restricted Stock Units (RSUs) | Cost of Sales | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment , expense | $ 3 | ||||||||||
Performance Shares | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted during the year (in shares) | shares | 150,000 | ||||||||||
Vested during the year (in shares) | shares | 0 | ||||||||||
Share-based payment , expense | $ 0 | ||||||||||
Vesting period | 4 years | ||||||||||
Shares available to vest each vesting period (in shares) | shares | 37,500 | ||||||||||
Tranche One | Class B Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vested during the year (in shares) | shares | 10 | ||||||||||
Tranche One | Incentive Units | Class B Unit Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fair value (in usd per share) | $ / shares | $ 5.19 | ||||||||||
Tranche One | Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights, percentage | 25.00% | ||||||||||
Tranche One | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights, percentage | 25.00% | ||||||||||
Tranche One | Restricted Stock Units (RSUs) | Non-employee Director | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights, percentage | 100.00% | ||||||||||
Tranche Two | Class B Units | Forecast | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vested during the year (in shares) | shares | 90 | ||||||||||
Tranche Two | Incentive Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 30 months | 25 months | |||||||||
Share-based payment arrangement, expense, percentage | 17.00% | ||||||||||
Number of former employees | Day | 3 | ||||||||||
Incremental cost | $ 4,572 | ||||||||||
Cost not yet recognized, amount | $ 22,713 | $ 22,713 | |||||||||
Tranche Two | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights, percentage | 25.00% | ||||||||||
Tranche Three | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights, percentage | 25.00% | ||||||||||
Tranche Four | Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting rights, percentage | 25.00% |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions used in Determining the Fair Value (Details) | Dec. 07, 2021 | Jul. 29, 2021 | Jun. 11, 2019 | Feb. 28, 2021 |
Class B Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 25.80% | |||
Risk-free interest rate | 1.89% | |||
Expected time to exit (years) | 2 years 6 months | |||
Incentive Units | Class B Unit Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 46.00% | 57.00% | ||
Risk-free interest rate | 0.20% | 0.10% | ||
Expected time to exit (years) | 1 year 2 months 12 days | 1 year 7 months 6 days | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 54.00% | |||
Risk-free interest rate | 1.40% | |||
Expected time to exit (years) | 10 years | |||
Expected annual dividend yield | 0.00% |
Equity-Based Compensation - Sha
Equity-Based Compensation - Share Activity (Details) - shares | Dec. 07, 2021 | Jun. 11, 2019 | Dec. 31, 2021 | Dec. 31, 2019 | Oct. 22, 2020 |
Share-based Compensation Arrangement By Share-based Payment Award Options Nonvested Number Of Shares [RollForward] | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 482,000 | ||||
Vested (in shares) | 0 | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 482,000 | ||||
Class B Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 100 | 100 | |||
Vested (in shares) | (10) | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 90 | ||||
Unvested as of October 22, 2020 | 90 | 90 | |||
Incentive Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 9,650,000 | ||||
Vested (in shares) | (5,640,000) | ||||
Forfeited (in shares) | (250,000) | ||||
Ending balance (in shares) | 3,760,000 | ||||
Unvested as of October 22, 2020 | 3,760,000 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 273,300 | 403,300 | |||
Vested (in shares) | 0 | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 403,300 | ||||
Unvested as of October 22, 2020 | 403,300 | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 150,000 | ||||
Vested (in shares) | 0 | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 150,000 | ||||
Unvested as of October 22, 2020 | 150,000 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Numerators and Denominators (Details) - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Numerator: | ||||
Net (loss) income | $ (7,838) | $ 5,289 | $ (123,552) | $ 6,246 |
Denominator: | ||||
Weighted-average shares outstanding, Basic (in shares) | 105,000,000 | 107,009,834 | ||
Weighted-average shares outstanding, Diluted (in shares) | 105,000,000 | 107,009,834 | ||
Basic net income (loss) per share (in usd per share) | $ (0.07) | $ (1.15) | ||
Diluted net income (loss) per share (in usd per share) | $ (0.07) | $ (1.15) |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Narrative (Details) - $ / shares | Dec. 07, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 11, 2021 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Options outstanding (in shares) | 0 | 482,000 | |||
Options, exercise price (usd per share) | $ 9.99 | ||||
Exercise price (usd per shares) | $ 11.50 | $ 11.50 | |||
Debt conversion, converted instrument, shares issued (in shares) | 17,391,304 | 17,391,304 | |||
Debt instrument, convertible, conversion price (in usd per shares) | $ 11.50 | $ 11.50 | |||
Antidilutive shares (in shares) | 0 | ||||
Written put options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrant (in shares) | 9,952,803 | ||||
Exercise price (usd per shares) | $ 10.15 | ||||
Written put options | Subsequent Event | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stock repurchased (in shares) | 9,952,803 | ||||
Restricted Stock Units (RSUs) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares outstanding (in shares) | 403,300 | ||||
Performance Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares outstanding (in shares) | 150,000 | ||||
Private warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrant (in shares) | 366,533 | ||||
Public Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrant (in shares) | 11,959,939 | 1 | |||
Exercise price (usd per shares) | $ 11.50 |
Revenue - Revenues by Contract
Revenue - Revenues by Contract (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 31,552 | $ 59,765 | $ 145,578 | $ 73,626 |
Firm fixed price | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,938 | 2,216 | 41,231 | 3,753 |
Time and materials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24,613 | 57,549 | 98,763 | 69,873 |
Cost-plus | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1 | $ 0 | $ 5,584 | $ 0 |
Revenue - Concentration of Risk
Revenue - Concentration of Risk (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Revenues | $ 31,552 | $ 59,765 | $ 145,578 | $ 73,626 |
Percent of total revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Cyber and Engineering | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 15,584 | $ 74,879 | ||
Analytics | ||||
Concentration Risk [Line Items] | ||||
Revenues | 15,968 | 70,699 | ||
Customer Concentration Risk | Revenue Benchmark | ||||
Concentration Risk [Line Items] | ||||
Revenues | 31,552 | |||
Customer Concentration Risk | Revenue Benchmark | Customer A | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 8,075 | $ 26,049 | $ 31,732 | $ 34,137 |
Percent of total revenues | 26.00% | 44.00% | 22.00% | 46.00% |
Customer Concentration Risk | Revenue Benchmark | Customer A | Cyber and Engineering | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 8,075 | $ 31,732 | ||
Customer Concentration Risk | Revenue Benchmark | Customer A | Analytics | ||||
Concentration Risk [Line Items] | ||||
Revenues | 0 | |||
Customer Concentration Risk | Revenue Benchmark | Customer B | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 3,495 | $ 12,282 | $ 15,032 | $ 21,386 |
Percent of total revenues | 11.00% | 21.00% | 10.00% | 29.00% |
Customer Concentration Risk | Revenue Benchmark | Customer B | Cyber and Engineering | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 3,495 | $ 15,032 | ||
Customer Concentration Risk | Revenue Benchmark | Customer B | Analytics | ||||
Concentration Risk [Line Items] | ||||
Revenues | 0 | 0 | ||
Customer Concentration Risk | Revenue Benchmark | Customer C | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 5,498 | $ 11,538 | ||
Percent of total revenues | 17.00% | 8.00% | ||
Customer Concentration Risk | Revenue Benchmark | Customer C | Cyber and Engineering | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 0 | $ 0 | ||
Customer Concentration Risk | Revenue Benchmark | Customer C | Analytics | ||||
Concentration Risk [Line Items] | ||||
Revenues | 5,498 | 11,538 | ||
Customer Concentration Risk | Revenue Benchmark | Customer D | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 5,494 | $ 8,835 | ||
Percent of total revenues | 17.00% | 6.00% | ||
Customer Concentration Risk | Revenue Benchmark | Customer D | Cyber and Engineering | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 0 | $ 0 | ||
Customer Concentration Risk | Revenue Benchmark | Customer D | Analytics | ||||
Concentration Risk [Line Items] | ||||
Revenues | 5,494 | 8,835 | ||
Customer Concentration Risk | Revenue Benchmark | All others | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 8,990 | $ 21,434 | $ 78,441 | $ 18,103 |
Percent of total revenues | 29.00% | 35.00% | 54.00% | 25.00% |
Customer Concentration Risk | Revenue Benchmark | All others | Cyber and Engineering | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 4,014 | $ 28,115 | ||
Customer Concentration Risk | Revenue Benchmark | All others | Analytics | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 4,976 | $ 50,326 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 2,575 | $ 628 |
Contract liabilities | 541 | $ 4,207 |
Revenue recognized | $ 541 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 159 |
Remaining performance obligation, percentage | 96.00% |
Revenue - Net Estimates At Comp
Revenue - Net Estimates At Completion Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Change in Accounting Estimate [Line Items] | ||||
Net EAC Adjustments, before income taxes | $ (10,471) | $ 5,292 | $ (122,468) | $ 6,255 |
Net EAC Adjustments, net of income taxes | $ (7,838) | $ 5,289 | $ (123,552) | $ 6,246 |
Net EAC Adjustments, net of income taxes, per diluted share (usd per share) | $ (0.07) | $ (1.15) | ||
Contracts Accounted for under Percentage of Completion | ||||
Change in Accounting Estimate [Line Items] | ||||
Net EAC Adjustments, before income taxes | $ 0 | $ 1,650 | ||
Net EAC Adjustments, net of income taxes | $ 0 | $ 1,304 | ||
Net EAC Adjustments, net of income taxes, per diluted share (usd per share) | $ 0 | $ 0.01 |
Reportable Segment Informatio_2
Reportable Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Reportable Segment Informatio_3
Reportable Segment Information - Operating Segment Results of Operations (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues | $ 31,552 | $ 59,765 | $ 145,578 | $ 73,626 |
Segment adjusted gross margin | $ 11,369 | $ 49,236 | ||
Segment adjusted gross margin (percentage) | 36.00% | 34.00% | ||
Research and development costs excluded from segment adjusted gross margin | $ (2,694) | $ (8,282) | ||
Equity-based compensation excluded from segment adjusted gross margin | (6,886) | |||
Operating expenses: | ||||
Selling, general and administrative | 7,909 | 7,632 | 106,507 | 11,004 |
Research and development | 530 | 85 | 6,033 | 110 |
Transaction expenses | 10,091 | 0 | 0 | 0 |
Operating (loss) income | (9,855) | 5,293 | (78,472) | 6,382 |
Net increase in fair value of derivatives | 33,353 | |||
Loss on extinguishment of debt | 0 | 0 | 2,881 | 0 |
Interest expense | 616 | 7,762 | ||
(Loss) income before taxes | (10,471) | $ 5,292 | (122,468) | $ 6,255 |
Cyber and Engineering | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues | 15,584 | 74,879 | ||
Segment adjusted gross margin | $ 3,570 | $ 17,480 | ||
Segment adjusted gross margin (percentage) | 23.00% | 23.00% | ||
Analytics | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues | $ 15,968 | $ 70,699 | ||
Segment adjusted gross margin | $ 7,799 | $ 31,756 | ||
Segment adjusted gross margin (percentage) | 49.00% | 45.00% |
Reportable Segment Informatio_4
Reportable Segment Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 383,322 | $ 218,365 |
Cyber and Engineering | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 74,808 | 73,225 |
Analytics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 154,085 | 143,978 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 154,429 | $ 1,162 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Oct. 22, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||
Related-party transactions during the Predecessor Periods. | 0 | ||
Affiliated Entity | Board of Directors | |||
Related Party Transaction [Line Items] | |||
Purchases from related party | $ 86 | $ 25 | |
Labor and Related Expense | 181 | 56 | |
Affiliated Entity | Business, Financial And Management Consulting Services | |||
Related Party Transaction [Line Items] | |||
Amounts of transaction | $ 1,001 | 414 | |
Peter Cannito | PCI Acquisition | |||
Related Party Transaction [Line Items] | |||
Labor and Related Expense | $ 650 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 23, 2022 | Feb. 22, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 07, 2021 |
Subsequent Event [Line Items] | |||||
Share price (usd per share) | $ 5.66 | $ 9.99 | |||
Glazer Investors | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock repurchased (in shares) | 5,000,000 | ||||
Value of shares repurchased | $ 50,625 | ||||
Share price (usd per share) | $ 10.125 | ||||
Highbridge Investors | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock repurchased (in shares) | 2,500,000 | ||||
Value of shares repurchased | $ 24,901 | ||||
Share price (usd per share) | $ 10.15 | ||||
Tenor Investors | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock repurchased (in shares) | 2,500,000 |