Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | BIGBEAR.AI HOLDINGS, INC. |
Entity Central Index Key | 0001836981 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets (unaud
Condensed Balance Sheets (unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Current assets | |||||
Prepaid expenses | $ 1,704,000 | $ 586,000 | |||
Cash and cash equivalents | 10,776,000 | 9,704,000 | $ 1,644,000 | ||
Accounts receivable, less allowance for doubtful accounts of $43 as of September 30, 2021 and December 31, 2020 | 21,263,000 | 21,426,000 | 13,528,000 | ||
Contract assets | 2,863,000 | 2,575,000 | 269,000 | ||
Prepaid expenses and other current assets | 6,420,000 | 641,000 | 310,000 | ||
Total current assets | 41,322,000 | 34,346,000 | 15,751,000 | ||
Non-current assets | |||||
Property and equipment, net | 1,213,000 | 863,000 | 149,000 | ||
Goodwill | 91,636,000 | 91,271,000 | |||
Intangible assets, net | 85,317,000 | 90,498,000 | |||
Deferred tax assets | 4,135,000 | 794,000 | |||
Other non-current assets | 592,000 | 593,000 | 48,000 | ||
Total assets | 224,215,000 | 218,365,000 | 15,948,000 | ||
Current liabilities | |||||
Accounts payable | 9,468,000 | 2,731,000 | 1,080,000 | ||
Short-term debt, including current portion of long-term debt | 2,600,000 | 1,100,000 | |||
Accrued liabilities | 12,368,000 | 7,270,000 | 3,054,000 | ||
Contract liabilities | 2,136,000 | 541,000 | 0 | ||
Other current liabilities | 464,000 | 413,000 | 120,000 | ||
Total current liabilities | 27,036,000 | 12,055,000 | 4,254,000 | ||
Non-current liabilities | |||||
Long-term debt | 105,447,000 | 105,894,000 | 0 | ||
Other non-current liabilities | 7,000 | 19,000 | |||
Deferred tax liabilities | 19,000 | ||||
Total liabilities | 132,490,000 | 117,968,000 | 4,273,000 | ||
Commitments and contingencies | |||||
Equity | |||||
Members' contribution | 108,321,000 | 108,235,000 | 4,998,000 | ||
Total equity | 91,725,000 | 100,397,000 | 11,675,000 | ||
Stockholders' deficit | |||||
Accumulated deficit | (16,596,000) | (7,838,000) | 6,677,000 | ||
Total equity | 7,271,000 | ||||
Total liabilities and members' equity | 224,215,000 | 218,365,000 | $ 15,948,000 | ||
GigCapital4, Inc | |||||
Current assets | |||||
Cash | 982,249 | 150,000 | |||
Prepaid expenses | 347,674 | ||||
Receivable from related party | 1,242 | ||||
Cash and cash equivalents | 982,249 | 150,000 | |||
Total current assets | 1,331,165 | 150,000 | |||
Non-current assets | |||||
Cash and marketable securities held in Trust Account | 358,817,210 | ||||
Deferred offering costs | 230,653 | ||||
Interest receivable on cash and marketable securities held in Trust Account | 2,950 | ||||
Other non-current assets | 114,487 | ||||
Total assets | 360,265,812 | 380,653 | |||
Current liabilities | |||||
Accounts payable | 26,471 | 34,395 | |||
Note payable to related parties | 125,000 | ||||
Payable to related parties | 57,390 | 21 | |||
Accrued liabilities | 2,312,049 | 230,333 | |||
Other current liabilities | 6,016 | ||||
Total current liabilities | 2,401,926 | 389,749 | |||
Non-current liabilities | |||||
Warrant liability | 384,881 | ||||
Deferred underwriting fee payable | 12,558,000 | ||||
Total liabilities | 15,344,807 | 389,749 | |||
Common stock subject to possible redemption, 35,880,000 shares as of September 30, 2021, at a redemption value of $10.00 per share | 358,814,144 | ||||
Stockholders' deficit | |||||
Preferred stock | 0 | 0 | |||
Common stock | [1],[2] | 1,007 | 895 | [3],[4] | |
Additional paid-in capital | 24,105 | ||||
Accumulated deficit | (13,894,146) | (34,096) | |||
Total equity | (13,893,139) | (9,096) | |||
Total liabilities and members' equity | $ 360,265,812 | $ 380,653 | |||
[1] | December 31, 2020 share amounts have been retroactively adjusted to reflect the 1.2:1 stock split effected on February 8, 2021 (see Note 1). | ||||
[2] | The December 31, 2020 share number excludes the 1,170,000 Founder shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the Underwriters. | ||||
[3] | Share amounts have been retroactively adjusted to reflect the 1.2:1 stock split effected on February 8, 2021 (see Note 8). | ||||
[4] | This number includes up to 1,170,000 founder shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Balance Sheets (una_2
Condensed Balance Sheets (unaudited) (Parenthetical) $ in Thousands | 1 Months Ended | |||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | |
Common stock, shares outstanding | 8,952,000 | 8,952,000 | 10,069,600 | |
Accounts receivable, allowance for doubtful accounts | $ | $ 43 | $ 43 | $ 43 | $ 0 |
GigCapital4, Inc | ||||
Reedemable common stock, shares | 35,880,000 | |||
Reedemable common stock, price per share | $ / shares | $ 10 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 8,952,000 | 8,952,000 | 10,069,600 | |
Common stock, shares outstanding | 8,952,000 | 8,952,000 | 10,069,600 | |
Number of shares forfeited | 1,170,000 | 1,170,000 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | $ 40,219,000 | $ 31,552,000 | $ 112,100,000 | ||||||||
Gross margin | 14,443,000 | 11,369,000 | 38,743,000 | ||||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 12,038,000 | 7,909,000 | 32,557,000 | ||||||||
Research and development | 1,363,000 | 530,000 | 4,158,000 | ||||||||
Transaction expenses | 10,091,000 | ||||||||||
Operating (loss) income | (2,603,000) | (9,855,000) | (6,474,000) | ||||||||
Interest expense | 1,870,000 | 616,000 | 5,579,000 | ||||||||
Other income (expense) | |||||||||||
Other income, net | 0 | 1,000 | |||||||||
(Loss) income before taxes | (4,473,000) | (10,471,000) | (12,052,000) | ||||||||
Income tax (benefit) expense | 2,633,000 | $ (3,000) | $ (9,000) | $ (12,000) | |||||||
Net (loss) income | $ (3,146,000) | $ 73,000 | $ (855,000) | $ (7,838,000) | $ (8,758,000) | 6,246,000 | 3,863,000 | ||||
Basic and diluted weighted average shares outstanding | 100 | 100 | 100 | 100 | 100 | ||||||
Basic net (loss) income per Unit | $ (31.46) | $ 0.73 | $ (8.55) | $ (78) | $ (87.58) | ||||||
GigCapital4, Inc | |||||||||||
Revenues | $ 0 | ||||||||||
Operating expenses: | |||||||||||
General and administrative expenses | 34,096 | $ 1,964,218 | $ 4,097,263 | ||||||||
Operating (loss) income | (1,964,218) | (4,097,263) | |||||||||
Other income (expense) | |||||||||||
Interest income on cash and marketable securities held in Trust Account | 9,045 | 20,160 | |||||||||
Other income (expense) | 32,989 | (196,973) | |||||||||
(Loss) income before taxes | (1,922,184) | (4,274,076) | |||||||||
Income tax (benefit) expense | 0 | 2,699 | 6,016 | ||||||||
Net (loss) income | $ (34,096) | (1,924,883) | (4,280,092) | ||||||||
Basic and diluted weighted average shares outstanding | [1],[2] | 2,501,357 | |||||||||
Basic net (loss) income per Unit | $ (0.01) | ||||||||||
Common Stock Subject to Possible Redemption | |||||||||||
Other income (expense) | |||||||||||
Net income attributable to common stock subject to possible redemption | $ 6,346 | $ 14,144 | |||||||||
Basic and diluted weighted average shares outstanding | 35,880,000 | 30,491,429 | |||||||||
Basic net (loss) income per Unit | $ 0 | $ 0 | |||||||||
Common Stock Subject to Possible Redemption | GigCapital4, Inc | |||||||||||
Other income (expense) | |||||||||||
Net income attributable to common stock subject to possible redemption | $ 6,346 | $ 14,144 | |||||||||
Basic and diluted weighted average shares outstanding | 35,880,000 | 30,491,429 | |||||||||
Basic net (loss) income per Unit | $ 0 | $ 0 | |||||||||
Non-Redeemable Common Stock | |||||||||||
Other income (expense) | |||||||||||
Net (loss) income | $ (1,924,883) | $ (4,280,092) | |||||||||
Net income attributable to common stock subject to possible redemption | (6,346) | (14,144) | |||||||||
Net loss attributable to non-redeemable common stock | $ (1,931,229) | $ (4,294,236) | |||||||||
Basic and diluted weighted average shares outstanding | 10,051,600 | 9,886,459 | |||||||||
Basic net (loss) income per Unit | $ (0.19) | $ (0.43) | |||||||||
Non-Redeemable Common Stock | GigCapital4, Inc | |||||||||||
Other income (expense) | |||||||||||
Net loss attributable to non-redeemable common stock | $ (1,931,229) | $ (4,294,236) | |||||||||
Basic and diluted weighted average shares outstanding | 10,051,600 | 9,886,459 | |||||||||
Basic net (loss) income per Unit | $ (0.19) | $ (0.43) | |||||||||
Successor | |||||||||||
Revenues | $ 40,219,000 | $ 7,802,000 | $ 9,183,000 | $ 31,552,000 | $ 112,100,000 | ||||||
Cost of revenues | 29,421,000 | 5,584,000 | 6,325,000 | 22,877,000 | 81,859,000 | ||||||
Gross margin | 10,798,000 | 2,218,000 | 2,858,000 | 8,675,000 | 30,241,000 | ||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 12,038,000 | 1,910,000 | 2,024,000 | 7,909,000 | 32,557,000 | ||||||
Research and development | 1,363,000 | 184,000 | 258,000 | 530,000 | 4,158,000 | ||||||
Transaction expenses | 1,662,000 | 10,091,000 | |||||||||
Operating (loss) income | (2,603,000) | 124,000 | (1,086,000) | (9,855,000) | (6,474,000) | ||||||
Interest expense | 1,870,000 | 65,000 | 65,000 | 616,000 | 5,579,000 | ||||||
Other income (expense) | |||||||||||
Other income, net | (1,000) | ||||||||||
(Loss) income before taxes | (4,473,000) | 59,000 | (1,151,000) | (10,471,000) | (12,052,000) | ||||||
Income tax (benefit) expense | (1,327,000) | (14,000) | (296,000) | (2,633,000) | (3,294,000) | ||||||
Net (loss) income | $ (3,146,000) | $ 73,000 | $ (855,000) | $ (7,838,000) | $ (8,758,000) | ||||||
Basic net (loss) income per Unit | $ (31.46) | $ 0.73 | $ (8.55) | $ (78) | $ (87.58) | ||||||
Diluted net (loss) income per Unit | $ (31.46) | $ 0.73 | $ (8.55) | $ (78) | $ (87.58) | ||||||
Weighted-average Units outstanding: | |||||||||||
Basic | 100 | 100 | 100 | 100 | 100 | ||||||
Diluted | 100 | 100 | 100 | 100 | 100 | ||||||
Predecessor | |||||||||||
Revenues | $ 17,899,000 | $ 55,093,000 | 59,765,000 | 73,626,000 | 49,439,000 | ||||||
Cost of revenues | 13,972,000 | 43,088,000 | 46,755,000 | 56,130,000 | 37,702,000 | ||||||
Gross margin | 3,927,000 | 12,005,000 | 13,010,000 | 17,496,000 | 11,737,000 | ||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 2,426,000 | 7,183,000 | 7,632,000 | 11,004,000 | 7,820,000 | ||||||
Research and development | 41,000 | 77,000 | 85,000 | 110,000 | 0 | ||||||
Transaction expenses | 0 | 0 | 0 | ||||||||
Operating (loss) income | 1,460,000 | 4,745,000 | 5,293,000 | 6,382,000 | 3,917,000 | ||||||
Interest expense | 1,000 | 1,000 | 127,000 | 42,000 | |||||||
Other income (expense) | |||||||||||
(Loss) income before taxes | 1,460,000 | 4,744,000 | 5,292,000 | 6,255,000 | 3,875,000 | ||||||
Income tax (benefit) expense | 7,000 | 3,000 | 9,000 | 12,000 | |||||||
Net (loss) income | $ 1,460,000 | $ 4,737,000 | $ 5,289,000 | $ 6,246,000 | $ 3,863,000 | ||||||
[1] | Share amounts have been retroactively adjusted to reflect the 1.2:1 stock split effected on February 8, 2021 (see Note 8). | ||||||||||
[2] | This number includes up to 1,170,000 founder shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Statements of Opera_2
Condensed Statements of Operations and Comprehensive Loss (unaudited) (Parenthetical) - GigCapital4, Inc | Feb. 08, 2021 | Dec. 31, 2020shares | Dec. 31, 2020shares |
Number of shares forfeited | 1,170,000 | 1,170,000 | |
Stock split ratio on common stock | 1.2 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Successor | Predecessor | GigCapital4, Inc | Capital Unit, Class A | Capital Unit, Class B | FoundersPrivate PlacementGigCapital4, Inc | UnderwritersPrivate PlacementGigCapital4, Inc | Capital Units | Capital UnitsCapital Unit, Class ASuccessor | Capital UnitsCapital Unit, Class APredecessor | Capital UnitsCapital Unit, Class BPredecessor | Member Units | Member UnitsSuccessor | Member UnitsPredecessor | Common StockGigCapital4, Inc | Common StockFoundersGigCapital4, Inc | Common StockFoundersPrivate PlacementGigCapital4, Inc | Common StockUnderwritersPrivate PlacementGigCapital4, Inc | Additional Paid In CapitalGigCapital4, Inc | Additional Paid In CapitalFoundersPrivate PlacementGigCapital4, Inc | Additional Paid In CapitalUnderwritersPrivate PlacementGigCapital4, Inc | Accumulated Deficit | Accumulated DeficitSuccessor | Accumulated DeficitPredecessor | Accumulated DeficitGigCapital4, Inc |
Balance at Dec. 31, 2017 | $ 6,164,000 | $ 4,894,000 | $ 1,270,000 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2017 | 4,894,000 | 4,894,000 | 0 | |||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2017 | 900 | 0 | ||||||||||||||||||||||||
Net income (loss) | 3,863,000 | 3,863,000 | ||||||||||||||||||||||||
Distributions | (2,593,000) | (2,593,000) | ||||||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2018 | 900 | 0 | ||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 11,675,000 | 4,998,000 | 6,677,000 | |||||||||||||||||||||||
Net income (loss) | 6,246,000 | 0 | 6,246,000 | |||||||||||||||||||||||
Class B Units vested | 10 | |||||||||||||||||||||||||
Equity-based compensation expense | 104,000 | 104,000 | ||||||||||||||||||||||||
Distributions | (839,000) | (839,000) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | 11,675,000 | $ 11,675,000 | $ 10,000 | $ 4,998,000 | $ 6,677,000 | |||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2019 | 900 | 10 | 900 | |||||||||||||||||||||||
Balance at Dec. 31, 2019 | 7,271,000 | 5,078,000 | 2,193,000 | |||||||||||||||||||||||
Net income (loss) | 4,737,000 | 4,737,000 | ||||||||||||||||||||||||
Equity-based compensation expense | 74,000 | 74,000 | ||||||||||||||||||||||||
Distributions | (4,011,000) | |||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | $ 17,343,000 | 12,475,000 | 10,000 | $ 18,198,000 | 5,047,000 | $ (855,000) | 7,403,000 | |||||||||||||||||||
Ending balance, Shares at Sep. 30, 2020 | 100 | 900 | ||||||||||||||||||||||||
Balance at Dec. 31, 2019 | 7,271,000 | 5,078,000 | 2,193,000 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | 11,675,000 | 11,675,000 | 10,000 | 4,998,000 | 6,677,000 | |||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2019 | 900 | 10 | 900 | |||||||||||||||||||||||
Net income (loss) | 5,289,000 | 0 | 5,289,000 | |||||||||||||||||||||||
Equity-based compensation expense | 80,000 | 80,000 | ||||||||||||||||||||||||
Distributions | (9,773,000) | (9,773,000) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 100,397,000 | 100,397,000 | 108,235,000 | (7,838,000) | ||||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2020 | 900 | 10 | 100 | |||||||||||||||||||||||
Balance, Shares at Dec. 31, 2020 | 8,952,000 | 8,952,000 | 8,952,000 | |||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (9,096) | $ 895 | $ 24,105 | $ (34,096) | ||||||||||||||||||||||
Balance at May. 21, 2020 | $ 100,397,000 | 108,235,000 | (7,838,000) | |||||||||||||||||||||||
Balance, Shares at May. 21, 2020 | 100 | |||||||||||||||||||||||||
Beginning balance at May. 21, 2020 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Beginning balance, shares at May. 21, 2020 | 0 | 0 | ||||||||||||||||||||||||
Parent's contributions | 15,298,000 | 15,298,000 | ||||||||||||||||||||||||
Parent's contributions, Shares | 100 | |||||||||||||||||||||||||
Parent's contributions for acquisitions | 2,900,000 | 2,900,000 | ||||||||||||||||||||||||
Net income (loss) | (855,000) | (855,000) | (855,000) | |||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | 17,343,000 | $ 12,475,000 | $ 10,000 | 18,198,000 | $ 5,047,000 | (855,000) | $ 7,403,000 | |||||||||||||||||||
Ending balance, Shares at Sep. 30, 2020 | 100 | 900 | ||||||||||||||||||||||||
Balance at May. 21, 2020 | 100,397,000 | 108,235,000 | (7,838,000) | |||||||||||||||||||||||
Balance, Shares at May. 21, 2020 | 100 | |||||||||||||||||||||||||
Beginning balance at May. 21, 2020 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Beginning balance, shares at May. 21, 2020 | 0 | 0 | ||||||||||||||||||||||||
Parent's contributions | 95,047,000 | 95,047,000 | ||||||||||||||||||||||||
Parent's contributions, Shares | 100 | |||||||||||||||||||||||||
Parent's contributions for acquisitions | 13,188,000 | $ 13,188,000 | ||||||||||||||||||||||||
Net income (loss) | (7,838,000) | $ (7,838,000) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 100,397,000 | 100,397,000 | 108,235,000 | (7,838,000) | ||||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2020 | 900 | 10 | 100 | |||||||||||||||||||||||
Balance, Shares at Dec. 31, 2020 | 8,952,000 | 8,952,000 | 8,952,000 | |||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (9,096) | $ 895 | 24,105 | (34,096) | ||||||||||||||||||||||
Balance at Dec. 03, 2020 | 0 | $ 0 | 0 | 0 | ||||||||||||||||||||||
Balance, Shares at Dec. 03, 2020 | 0 | |||||||||||||||||||||||||
Sale of common stock | $ 25,000 | $ 895 | 24,105 | |||||||||||||||||||||||
Sale of common stock, Shares | 156,000 | 8,952,000 | 8,952,000 | |||||||||||||||||||||||
Net income (loss) | $ (34,096) | (34,096) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 100,397,000 | 100,397,000 | 108,235,000 | (7,838,000) | ||||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2020 | 900 | 10 | 100 | |||||||||||||||||||||||
Balance, Shares at Dec. 31, 2020 | 8,952,000 | 8,952,000 | 8,952,000 | |||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (9,096) | $ 895 | 24,105 | (34,096) | ||||||||||||||||||||||
Sale of common stock | 338,402,101 | $ 8,500,000 | $ 2,496,000 | $ 3,588 | $ 85 | $ 25 | 338,398,513 | $ 8,499,915 | $ 2,495,975 | |||||||||||||||||
Sale of common stock, Shares | 35,880,000 | 8,952,000 | 850,000 | 249,600 | ||||||||||||||||||||||
Issuance of common stock to Insiders for no consideration | $ 2 | (2) | ||||||||||||||||||||||||
Issuance of Insider shares for no consideration, Shares | 18,000 | |||||||||||||||||||||||||
Fair value of warrants | (187,908) | (187,908) | ||||||||||||||||||||||||
Shares subject to redemption | (358,814,144) | (3,588) | (358,810,556) | |||||||||||||||||||||||
Shares subject to redemption, Shares | (35,880,000) | |||||||||||||||||||||||||
Reclass of negative additional paid-in capital to accumulated deficit | 9,579,958 | (9,579,958) | ||||||||||||||||||||||||
Net income (loss) | $ (8,758,000) | (8,758,000) | $ (4,280,092) | (8,758,000) | (4,280,092) | |||||||||||||||||||||
Equity-based compensation expense | 86,000 | 86,000 | ||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 91,725,000 | 91,725,000 | 108,321,000 | (16,596,000) | ||||||||||||||||||||||
Ending balance, Shares at Sep. 30, 2021 | 100 | |||||||||||||||||||||||||
Balance, Shares at Sep. 30, 2021 | 10,069,600 | 10,069,600 | ||||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ (13,893,139) | 1,007 | (13,894,146) | |||||||||||||||||||||||
Balance at Jun. 30, 2021 | 5,000,008 | 1,177 | 7,388,136 | (2,389,305) | ||||||||||||||||||||||
Balance, Shares at Jun. 30, 2021 | 11,765,012 | |||||||||||||||||||||||||
Shares subject to redemption | (16,968,264) | (170) | (16,968,094) | |||||||||||||||||||||||
Shares subject to redemption, Shares | (1,695,412) | |||||||||||||||||||||||||
Reclass of negative additional paid-in capital to accumulated deficit | $ 9,579,958 | (9,579,958) | ||||||||||||||||||||||||
Net income (loss) | $ (3,146,000) | $ (1,924,883) | (1,924,883) | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 91,725,000 | $ 91,725,000 | $ 108,321,000 | $ (16,596,000) | ||||||||||||||||||||||
Ending balance, Shares at Sep. 30, 2021 | 100 | |||||||||||||||||||||||||
Balance, Shares at Sep. 30, 2021 | 10,069,600 | 10,069,600 | ||||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ (13,893,139) | $ 1,007 | $ (13,894,146) |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - GigCapital4, Inc - $ / shares | Feb. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Sale of common stock price per share | $ 0.0027927 | $ 0.0027927 | |
Stock split ratio on common stock | 1.2:1 | 1.2:1 | |
Over-Allotment Option | |||
Founder Shares Subject to Forfeiture | 1,170,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (unaudited) - USD ($) | 1 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||||||
Net (loss) income | $ (855,000) | $ (7,838,000) | $ (8,758,000) | $ 4,737,000 | $ 5,289,000 | $ 6,246,000 | $ 3,863,000 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
Depreciation and amortization expense | 374,000 | 1,028,000 | 5,432,000 | 48,000 | 52,000 | 50,000 | 50,000 | |
Amortization of debt issuance costs and discount | 0 | 17,000 | 429,000 | 0 | 0 | 0 | 0 | |
Equity-based compensation expense | 0 | 0 | 86,000 | 74,000 | 80,000 | 104,000 | 0 | |
Provision for doubtful accounts | 43,000 | 0 | 0 | 0 | ||||
Deferred income tax benefit | (372,000) | (2,637,000) | (3,341,000) | (5,000) | (8,000) | (2,000) | 7,000 | |
Changes in assets and liabilities: | ||||||||
Accounts receivable | (1,410,000) | (4,000,000) | 163,000 | 88,000 | 6,818,000 | (2,488,000) | (3,492,000) | |
Contract assets | 526,000 | 3,868,000 | (288,000) | (269,000) | (4,300,000) | (127,000) | (129,000) | |
Prepaid expenses and other assets | 70,000 | (453,000) | (5,829,000) | 1,000 | (29,000) | (59,000) | (47,000) | |
Accounts payable | 1,427,000 | 1,111,000 | 6,737,000 | 840,000 | 51,000 | (349,000) | 581,000 | |
Accrued liabilities | 321,000 | 1,224,000 | 4,733,000 | 1,313,000 | 504,000 | 735,000 | 954,000 | |
Contract liabilities | 25,000 | 40,000 | 1,595,000 | 0 | 0 | 0 | 0 | |
Other liabilities | 76,000 | 181,000 | 263,000 | (5,000) | 157,000 | 11,000 | 97,000 | |
Net cash provided by operating activities | 182,000 | (7,416,000) | 1,222,000 | 6,822,000 | 8,614,000 | 4,121,000 | 1,884,000 | |
Cash flows from investing activities: | ||||||||
Acquisition of businesses, net of cash acquired | (26,843,000) | (184,714,000) | (224,000) | 0 | 0 | 0 | 0 | |
Purchases of property and equipment | (57,000) | (155,000) | (601,000) | (115,000) | (121,000) | (18,000) | (60,000) | |
Net cash used in investing activities | (26,900,000) | (184,869,000) | (825,000) | (115,000) | (121,000) | (18,000) | (60,000) | |
Cash flows from financing activities: | ||||||||
Proceeds from term loan | 107,249,000 | 0 | 0 | 0 | ||||
Repayment of borrowing from a related party | (125,000) | |||||||
Parent's contribution | 15,298,000 | 95,047,000 | 0 | 0 | 0 | 0 | 0 | |
Repayment of term loan | 0 | (825,000) | 0 | |||||
Proceeds from promissory notes | 15,219,000 | 91,283,000 | 0 | 0 | 0 | 0 | 0 | |
Repayment of promissory notes | (91,283,000) | 0 | 0 | 0 | ||||
Proceeds from short-term borrowings | 4,000,000 | 2,000,000 | 0 | 2,000,000 | ||||
Repayment of short-term borrowings | (4,000,000) | (2,000,000) | (2,000,000) | (2,000,000) | ||||
Payment of debt issuance costs to third parties | (307,000) | 0 | 0 | 0 | ||||
Proceeds from revolving credit facility | 0 | 1,500,000 | 0 | |||||
Distributions to members | 0 | 0 | 0 | (4,011,000) | (9,773,000) | (839,000) | (2,593,000) | |
Net cash provided by (used in) financing activities | 30,517,000 | 201,989,000 | 675,000 | (4,011,000) | (9,773,000) | (2,839,000) | (2,593,000) | |
Net increase in cash and cash equivalents | 3,799,000 | 9,704,000 | 1,072,000 | 2,696,000 | (1,280,000) | 1,264,000 | (769,000) | |
Cash and cash equivalents at beginning of period | 0 | 0 | 9,704,000 | 1,644,000 | 1,644,000 | 380,000 | 1,149,000 | |
Cash and cash equivalents at end of period | $ 9,704,000 | 4,340,000 | 9,704,000 | 10,776,000 | 4,340,000 | 364,000 | 1,644,000 | 380,000 |
Cash and cash equivalents at end of period | $ 3,799,000 | $ 3,799,000 | ||||||
Cash paid during the period for: | ||||||||
Interest | 384,000 | 1,000 | 127,000 | 42,000 | ||||
Income taxes | 0 | 9,000 | 5,000 | 2,000 | ||||
Non-cash investing activity: | ||||||||
Parent units issued for acquisitions | 13,188,000 | $ 0 | $ 0 | $ 0 | ||||
GigCapital4, Inc | ||||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | (34,096) | (4,280,092) | ||||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
Change in fair value of warrant liability | 196,973 | |||||||
Interest earned on cash and marketable securities held in Trust Account | (20,160) | |||||||
Changes in assets and liabilities: | ||||||||
Accounts payable | 24,075 | 2,396 | ||||||
Accrued liabilities | 10,000 | 2,232,049 | ||||||
Prepaid expenses | (347,674) | |||||||
Receivable from related party | (1,242) | |||||||
Other long-term assets | (114,487) | |||||||
Payable to related parties | 21 | 57,369 | ||||||
Other current liabilities | 6,016 | |||||||
Net cash provided by operating activities | 0 | (2,268,852) | ||||||
Cash flows from investing activities: | ||||||||
Investment of cash in Trust Account | (358,800,000) | |||||||
Net cash used in investing activities | (358,800,000) | |||||||
Cash flows from financing activities: | ||||||||
Proceeds from sale of common stock to Founder | 25,000 | |||||||
Proceeds from related party loan | 125,000 | |||||||
Proceeds from sale of Units, net of underwriting discounts paid | 351,624,000 | |||||||
Proceeds from Issuance of Private Placement to Units | 1,560,000 | |||||||
Repayment of borrowing from a related party | (125,000) | |||||||
Payment of offering costs | (593,899) | |||||||
Net cash provided by (used in) financing activities | 150,000 | 361,901,101 | ||||||
Net increase in cash and cash equivalents | 150,000 | 832,249 | ||||||
Cash and cash equivalents at beginning of period | 0 | 150,000 | ||||||
Cash and cash equivalents at end of period | 150,000 | $ 150,000 | 982,249 | |||||
Non-cash investing activity: | ||||||||
Fair value of warrant liability | 187,908 | |||||||
Deferred underwriting fee payable | 12,558,000 | |||||||
Change in value of common stock subject to possible redemption | 20,412,043 | |||||||
Deferred Offering Costs Included In Accounts Payable | 10,320 | |||||||
Deferred offering costs included in accrued liabilities | $ 220,333 | 70,000 | ||||||
Underwriters | GigCapital4, Inc | ||||||||
Cash flows from financing activities: | ||||||||
Proceeds from Issuance of Private Placement to Units | 2,496,000 | |||||||
Founder [Member] | GigCapital4, Inc | ||||||||
Cash flows from financing activities: | ||||||||
Proceeds from Issuance of Private Placement to Units | $ 8,500,000 |
Description of the Business
Description of the Business | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Description of the Business | Note A—Description of the Business Affiliates of AE Industrial Partners Fund II, LP (“ AE Lake Parent BigBear BigBear Intermediate BigBear.ai On June 19, 2020, BigBear.ai acquired NuWave Solutions, LLC (“ NuWave Open Solutions ProModel Separately, AE also formed a series of acquisition vehicles on October 8, 2020 which included PCISM Ultimate Holdings, LLC (“ PCISM Ultimate Holdings PCI Predecessor On December 21, 2020, BigBear.ai acquired 100% of the equity of PCI in a series of transactions which resulted in BigBear being a wholly owned subsidiary of PCISM Ultimate Holdings (“ Parent The Predecessor is comprised of PCI before it was acquired by BigBear.ai. BigBear and its wholly owned subsidiaries, including NuWave, PCI, Open Solutions, and ProModel after their respective acquisition dates, are referred to as the “ Successor Company | Note A – Description of the Business Affiliates of AE Industrial Partners Fund II, LP (“ AE Lake Parent”) BigBear Successor BigBear Intermediate BigBear.ai Separately, AE also formed a series of acquisition vehicles on October 8, 2020 which included BBAI Ultimate Holdings, LLC (formerly known as PCISM Ultimate Holdings, LLC) (“ BBAI Ultimate Holdings PCISM Holdings Upon the formation of these acquisition vehicles and throughout 2020, BigBear Intermediate and its subsidiaries effected a number of acquisitions, including that of NuWave Solutions, LLC (“ NuWave PCI Predec e Open Solutions ProModel The Predecessor Period reflects the results of PCI’s operations prior to its acquisition, and the Successor Period, including NuWave, PCI, Open Solutions, and ProModel (collectively, the “ Company | |
GigCapital4, Inc | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Description of the Business | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital4, Inc. (the “Company”) was incorporated in Delaware on December 4, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 4, 2020 (date of inception) through December 31, 2020 related to the Company’s formation and the preparation of its initial public offering (the “Proposed Offering”), as described in Note 3. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating On February 8, 2021, the Company effected a 1.2:1 stock split of its common stock. All common stock share numbers and prices have been retroactively adjusted to reflect the stock split. Sponsor, Founder and Proposed Financing The Company’s sponsor is GigAcquisitions4, LLC, a Delaware limited liability company (the “Sponsor” and is sometimes referred to as the “Founder”). The Company intends to finance a Business Combination with proceeds from a $312,000,000 public offering (Note 3), and a $8,500,000 private placement with the Sponsor and a $1,560,000 private placement (or $2,496,000 private placement if the over-allotment option is exercised in full) with Oppenheimer & Co. Inc. (“Oppenheimer”) and Nomura Securities International, Inc. (“Nomura”) (collectively, the “Underwriters”) (Note 4). Upon the closing of the Proposed Offering and the private placement, $312,000,000 (or $358,800,000 if the Underwriters’ over-allotment option is exercised in full—Note 3) will be held in the Trust Account (discussed below). The Trust Account The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the public shares included in the public units (as defined below) sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering; or (iii) the redemption of the Public Shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete the Business Combination within 24 months from the closing of the Proposed Offering. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by Nasdaq stock exchange rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such shares of common stock are recorded at the redemption amount and classified as temporary equity. The amount in the Trust Account is initially anticipated to be $312,000,000 or $358,800,000 if the Underwriters’ over-allotment option is exercised in full. The Company will have 24 months from the closing date of the Proposed Offering to complete a Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founder, the Underwriters, Ms. Hayes, one of the Company’s independent directors, and Mr. Weightman, the Company’s Chief Financial Officer, (the “Insiders” as it relates to Ms. Hayes and Mr. Weightman) have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the Founder, the Underwriters or the Insiders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Proposed Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit in the Proposed Offering. Going Concern Consideration As of December 31, 2020, the Company had $150,000 in cash and a working capital deficit of $239,749. Further, the Company has no present revenue, its business plan is dependent on the completion of a financing and it expects to continue to incur significant costs in pursuit of its financing and acquisition plans. As described in Note 8, in February 2021, the Company consummated its initial public offering (“IPO”) and a private placement resulting in net proceeds of $361,954,526 of which $358,800,000 were placed in the Trust Account. As such, management believes that it has sufficient cash to fund its operations through at least March 31, 2022. | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital4, Inc. (the “Company”) was incorporated in Delaware on December 4, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 4, 2020 (date of inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating On February 8, 2021, the Company effected a 1.2:1 stock split of its common stock. All common stock share numbers and prices have been retroactively adjusted to reflect the stock split. On February 8, 2021, the registration statement on Form S-1 No. 333-252315), S-1MEF No. 333-252867) Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) of 1,099,600 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Company’s sponsor, GigAcquisitions4, LLC, a Delaware limited liability company (the “Founder” or the “Sponsor”) purchased 850,000 Private Placement Units and Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (collectively, the “Underwriters”) purchased 249,600 Private Placement Units in the aggregate. The Private Placement Units consisted of the securities described in Note 4. The closing of the Private Placement generated gross proceeds of $10,996,000 consisting of $8,500,000 from the sale of the Private Placement Units to the Founder and $2,496,000 from the sale of Private Placement Units to the Underwriters. Following the closing of the Offering, net proceeds in the amount of $351,624,000 from the sale of the Units and proceeds in the amount of $7,176,000 from the sale of Private Placement Units, for a total of $358,800,000, were placed in a trust account (“Trust Account”), which is described further below. Transaction costs for the Offering amounted to $20,397,899, consisting of $7,176,000 of underwriting fees, $12,558,000 of deferred underwriting fees and $663,899 of Offering costs. The Company’s remaining cash after payment of the Offering costs will be held outside of the Trust Account for working capital purposes. The Trust Account The funds in the Trust Account have been invested only in money market funds meeting certain conditions under Rule 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 24 months from the closing of the Offering on February 11, 2021; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 24 months from the closing of the Offering on February 11, 2021. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) a target business (“Target Business”). As used herein, Target Business must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned at the time the Company signs a definitive agreement in connection with the Business Combination). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock have been recorded at their redemption amount and classified as temporary equity. The amount held in the Trust Account as of September 30, 2021 was $358,817,210, which represents cash and marketable securities of $358,800,000 from the sale of 35,880,000 Units at $10.00 per Unit, net of underwriting fees of $7,176,000, the sale of 249,600 Private Placement Units to the Underwriters at $10.00 per Private Placement Unit, the sale of 850,000 Private Placement Units at $10.00 per Private Placement Unit to the Founder, net of cash reserved for operating needs of the Company, and $17,210 of interest income earned on these holdings. Additionally, there was $2,950 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheet as interest receivable on cash and marketable securities held in Trust Account as of September 30, 2021. The Company will have 24 months from February 11, 2021, the closing date of the Offering, to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founder, the Underwriters, and Ms. Hayes and Mr. Weightman (the “Insiders” as it relates to Ms. Hayes and Mr. Weightman) have entered into letter agreements with the Company, pursuant to which they have agreed to waive their rights to participate in any redemption with respect to their initial shares; however, if the Founder, the Underwriters, the Insiders or any of the Company’s officers, directors or affiliates acquired shares of common stock after the Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit. Merger Agreement On June 4, 2021, the Company announced that it executed an Agreement and Plan of Merger (the “Merger Agreement”), dated June 4, 2021 (as amended on August 3, 2021), with GigCapital4 Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), BigBear.ai Holdings, LLC, a Delaware limited liability company (“BigBear.ai”), and BBAI Ultimate Holdings, LLC, a Delaware limited liability company (“BBAI Holdings”). On August 6, 2021, the Merger Agreement was amended to correct a scrivener’s error in the definition of “Company Equity Value,” namely, that such term referenced the pro forma enterprise value of the Company as opposed to the true equity value as agreed upon by and among the parties. The amount of the Company Equity Value as defined in the Merger agreement was corrected to $1,312,100,000 from the previously stated amount of $1,565,000,000. The Mergers Pursuant to the terms of the Merger Agreement, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Transactions”), a business combination between the Company and BigBear.ai will be effected through the merger of Merger Sub with and into BigBear.ai (the “First Merger”), with BigBear.ai being the surviving company of the First Merger (the “Initial Surviving Corporation”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, the Initial Surviving Company will merge with and into the Company (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Company being the surviving company of the Second Merger (the “Ultimate Surviving Corporation”). Merger Consideration and Conversion of Securities At the effective time of the First Merger (the “First Effective Time”), each unit of limited liability company interest of BigBear.ai issued and outstanding immediately prior to the First Effective Time (other than units held in BigBear.ai’s treasury or owned by the Company, Merger Sub or BigBear.ai immediately prior to the First Effective Time) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate (the “Aggregate Merger Consideration”), (i) in book entry, the Equity Merger Consideration, and (ii) $75,000,000, in each case without interest and otherwise in accordance with the terms of the Merger Agreement (as amended on August 3, 2021). The Equity Merger Consideration means a number of shares of common stock, par value $0.0001 per share, of the Company (“GigCapital4 Common Stock”) equal to the result of dividing (i) the difference of (A) $1,125,000,000, minus (B) $75,000,000, by (ii) 10.00. BBAI Holdings, as the sole member of BigBear.ai, shall be paid the Aggregate Merger Consideration. At the effective time of the Second Merger (the “Second Effective Time”), each unit of limited liability company interest of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor, and the capital stock of the Company outstanding immediately prior to the Second Effective Time shall remain outstanding as the capital stock of the Ultimate Surviving Corporation, which, collectively with the Company’s 6.00% convertible senior notes due 2026 (the “Notes”) to be issued at the Second Effective Time (as further described below) and the warrants entitling the holders to purchase one share of GigCapital4 Common Stock per warrant (“GigCapital4 Warrants”), shall constitute one hundred percent (100%) of the outstanding equity securities (and securities convertible into equity securities) of the Ultimate Surviving Corporation immediately after the Second Effective Time. The Closing The Closing will occur as promptly as practicable, but in no event later than three business days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Merger Agreement. Representations, Warranties and Covenants The Merger Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. The Merger Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Transactions and efforts to satisfy the conditions to consummation of the Mergers. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Company and BigBear.ai to use their commercially reasonable efforts to obtain all governmental and regulatory consents and approvals required in order to consummate the Transactions. Incentive Plan Prior to the Closing date, the Company will adopt, subject to the approval of the stockholders of the Company, (i) an equity incentive award plan for the Ultimate Surviving Corporation that (A) reserves an amount of GigCapital4 Common Stock for grant thereunder equal to ten percent (10%) of the fully diluted equity of the Ultimate Surviving Corporation (rounded up the nearest whole share), and (B) includes an “evergreen” provision pursuant to which such award pool will automatically increase on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to five percent (5%) of the shares of GigCapital4 Common Stock issued and outstanding on the last day of the immediately preceding fiscal year or such lesser amount as determined by the board of directors of the Ultimate Surviving Corporation, and (ii) an employee stock purchase plan, the proposed form and terms of which shall be prepared and delivered by the Company to BigBear.ai and shall be mutually agreed by the Company and BigBear.ai prior to the Closing date. BigBear.ai and BBAI Holdings Exclusivity Restrictions Pursuant to the terms of the Merger Agreement, from the date of the Merger Agreement to the Closing or, if earlier, the termination of the Merger Agreement in accordance with its terms, each of BigBear.ai and BBAI Holdings have agreed, among other things, not to, whether directly or indirectly, take, nor shall it permit any of its respective Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than the Company or any of its Affiliates or Representatives) concerning an Acquisition Transaction. GigCapital4 Exclusivity Restrictions Pursuant to the terms of the Merger Agreement, from the date of the Merger Agreement to the Effective Time or, if earlier, the termination of the Merger Agreement in accordance with its terms, the Company has agreed among other things, not to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than BigBear.ai, its members or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination proposal. Conditions to Closing Under the terms of the Merger Agreement, the obligations of the parties to consummate the Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions: (i) the approval of the Company (the “Acquiror”) stockholder matters shall have been duly obtained in accordance with the Delaware general corporation law, the Acquiror organizational documents and the rules and regulations of Nasdaq; (ii) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1979, as amended (the “HSR Act”), shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated, and any pre-Closing Termination The Merger Agreement allows the parties to terminate the agreement if certain conditions described in the Merger Agreement are satisfied. Additionally, under the Business Combination Agreement, either the Company or BigBear.ai may terminate the Merger Agreement if the Closing has not occurred on or before February 3, 2022 (the “Termination Date”); provided that, if any action for specific performance or other equitable relief by BBAI Holdings or BigBear.ai with respect to the Merger Agreement or any other Transaction Agreement or otherwise with respect to the Transactions is commenced or pending on or before the Termination Date, then the Termination Date shall be automatically extended without any further action by any party until the date that is thirty (30) days following the date on which a final, non-appealable Name Change Upon the Closing, the Ultimate Surviving Corporation will be named BigBear.ai Holdings, Inc. Sponsor Agreement Contemporaneously with the execution of the Merger Agreement, the Company, the Sponsor, and the Underwriters entered into the Sponsor Agreement (the “Sponsor Agreement”), pursuant to which the Sponsor has confirmed, among other things, (i) the termination of that certain Administrative Services Agreement, dated as of February 1, 2021 (the “Administrative Services Agreement”), between the Company and Sponsor’s affiliate GigManagement, LLC (the “Management Company”) upon the consummation of the Transactions and the payment on the Closing date of all amounts then owed to the Management Company by the Company pursuant to the Administrative Services Agreement, and that, thereupon, neither the Management Company nor any other affiliate of Sponsor shall continue to be entitled to receive payments pursuant to the Administrative Services Agreement following the consummation of the Transactions; (ii) that the promissory note referred to in paragraph 4(b) of the Insider Letter (as defined in the Sponsor Agreement) was repaid in full and extinguished upon the consummation of the Company’s Offering, and the Company has no further obligation or other liabilities thereunder; (iii) that upon payment to Sponsor on the Closing date of any amounts owed to Sponsor by the Company for Sponsor Expenses (as defined in the Sponsor Agreement), the Company shall owe no further Sponsor Expenses to Sponsor following the consummation of the Transactions; (iv) that no portion of the Sponsor Expenses or any other loan made by Sponsor or any of its affiliates to the Company will be converted into equity securities of the Ultimate Surviving Corporation; (v) that the Underwriters (as defined in the Sponsor Agreement) exercised the Over-Allotment Option (as defined in the Sponsor Agreement) in full, and as such, there was no forfeiture by Sponsor of any of its Founder Shares (as defined in the Sponsor Agreement); and furthermore, Sponsor acknowledges that the size of the Company’s Offering was increased and, that as a result, the Company effected a stock dividend immediately prior to the consummation of its Offering in such amounts as to maintain the ownership of the stockholders of the Company prior to its initial public offering at 20.0% of the Company’s total issued and outstanding shares of the GigCapital4 Common Stock; and (vi) to waive any and all rights under Section 5 of the Insider Letter and acknowledges and agrees that Sponsor has no further rights under or pursuant to Section 5 of the Insider Letter, including any such right to purchase, receive or sell shares of the Company Common Stock or effect or receive a stock dividend or share contribution back to capital. Voting and Support Agreement Contemporaneously with the execution of the Merger Agreement, BBAI Holdings, BigBear.ai, Sponsor, Dorothy Hayes and Brad Weightman (each of Sponsor, Dorothy Hayes and Brad Weightman is referred to as a “Holder”) entered into the Voting and Support Agreement (the “Voting and Support Agreement”), pursuant to which each Holder agreed, among other things, to vote all of its respective shares of GigCapital4 Common Stock, including any shares of GigCapital4 Common Stock issued upon the exercise of any GigCapital4 Warrants, (i) in favor of the adoption of the Merger Agreement and the approval of the Transactions (including the Mergers), (ii) in favor of the issuance of the Notes in connection with the First Merger and the Note Financing pursuant to the Subscription Agreements (including as required under Nasdaq), (iii) in favor of the amendment and restatement of the Certificate of Incorporation in the form of the Acquiror Charter attached as Exhibit A to the Merger Agreement, (iv) in favor of the approval of the adoption of the Management Equity Plans, (v) in favor of any other proposals the parties to the Merger Agreement agree are necessary or desirable to consummate the Transactions, (vi) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, obligation or agreement of the Issuer contained in the Merger Agreement, (vii) in favor of the other Acquiror Stockholder Matters, (viii) for any proposal to adjourn or postpone the applicable Special Meeting to a later date if (and only if) there are not sufficient votes for approval of the Merger Agreement and the other Acquiror Stockholder Matters on the dates on which such meetings are held, and (ix) except as set forth in the proxy statement of Acquiror in connection with the Transactions, against the following actions or proposals: (A) any Business Combination Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement; and (B) (1) any change in the present capitalization of the Company or any amendment of the Certificate of Incorporation, except to the extent expressly contemplated by the Merger Agreement, (2) any liquidation, dissolution or other change in the Company’s corporate structure or business, (3) any action, proposal, transaction or agreement that would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Holder under this Agreement or (4) any other action or proposal involving the Issuer or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions. Investor Rights Agreement Contemporaneously with the execution of the Merger Agreement, the Company, Sponsor, BBAI Holdings, the Underwriters and the Other Holders (as defined in the Investor Rights Agreement) entered into the Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreements, BBAI Holdings and certain of its affiliates, (together, the “Partners”) have the right to nominate seven directors to Big Bear.ai Holdings, Inc.’s board of directors (the “Board”), at least four of whom will be independent directors, and the Sponsor has the right to nominate three directors to the Board, one of whom will be an independent director. Jointly, the Partners and Sponsor will nominate one director, by mutual agreement, who will be an independent director. Such rights to designate the directors is subject to certain beneficial ownership percentages as specified in the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, certain parties will be entitled to certain registrations rights, including among other things, customary demand, shelf and piggy back rights, subject to customary cut back provisions. Pursuant to the Investor Rights Agreement, certain parties will agree not to sell, transfer, pledge or otherwise dispose of any shares of GigCapital4 Common Stock or GigCapital4 Warrants they received in connection with the Transactions or otherwise beneficially owned as of the Closing date for certain time periods specified therein. Subscription Agreements and Indenture Contemporaneously with the execution of the Merger Agreement, the Company entered into convertible note subscription agreements (the “Subscription Agreements”), each dated June 4, 2021, with certain institutional investors (the “Note Investors”), pursuant to which the Note Investors, upon the terms and subject to the conditions set forth in the respective Subscription Agreements, shall purchase from the Company, and the Company shall issue to the Note Investors, subject to the terms and conditions of an Indenture to be entered into in connection with the Closing between BigBear.ai Holdings, Inc. and Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder, in substantially the form attached to the Subscription Agreement (the “Indenture”), $200,000,000 of unsecured convertible notes which shall bear interest at a rate of 6.0% per annum, payable semi-annually, and be convertible into shares of common stock at an initial conversion price of $11.50 (subject to adjustment) in accordance with the terms thereof, and shall mature five years after their issuance. The Notes are not redeemable by the Company. In the event that a holder of the Notes elects to convert the Notes (a) prior to the third anniversary of the initial issuance of the Notes, the Company will be obligated to pay an amount equal to twelve months of interest or (b) on or after the third anniversary of the initial issuance of the Notes but prior to the fourth anniversary of the initial issuance of the Notes, any accrued and unpaid interest plus any remaining amounts that would be owed up to, but excluding, the fourth anniversary of the initial issuance of the Notes. In certain circumstances, the Company may force conversion of the Notes after the first anniversary of the initial issuance of the Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Common Stock exceeds 130% of the conversion price for 20 trading days (whether or not consecutive) during the 30 trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter and the 30-day If a Fundamental Change (as defined in the Indenture) occurs prior to the maturity date, holders of the Notes will have the right to require the Company to repurchase all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. 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 Company will in certain circumstances increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate events or has been forced to convert its Notes in connection with such corporate events, as the case may be. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes and any common stock of the Company issuable upon conversion have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. The Company shall be obligated to register the Notes and the shares issuable upon conversion of the Notes. The obligations of the Note Investors to consummate the subscriptions provided for in the Subscription Agreements are conditioned upon, among other things, (i) there shall have been no amendment, waiver or modification to the Merger Agreement that materially and adversely affects the Company or the Note Investor’s investment in the Company, other than amendments, waivers or modifications pursuant to the terms of the Merger Agreement, (ii) the Company shall not have entered into any Other Subscription Agreement (as defined in the Subscription Agreement), including through amendment, waiver or modification of the terms of an any Other Subscription Agreement, with a lower purchase price per $1,000 principal amount of the Notes or other terms (economic or otherwise) substantially more favorable to such other subscriber or investor than as set forth in the Subscription Agreement unless the Note Investor has been offered substantially the same terms or benefits; and (iii) there has not occurred any Company Material Adverse Effect (as defined in the Merger Agreement) or Company Material Adverse Effect (as defined in the Subscription Agreement). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | Note B—Summary of Significant Accounting Policies Basis of Presentation PCI was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, and ongoing management. The year ended December 31, 2018 (the “ Predecessor 2018 Period Predecessor 2019 Period Predecessor 2020 Period Successor 2020 Period The PCI, NuWave, Open Solutions, and ProModel acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“ FASB ASC Business Combinations ASC 805 The combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP been eliminated in consolidation. Amounts presented within the combined 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. Use of Estimates The preparation of 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 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 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 products 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 our products can be sold individually or combined and sold together. Regardless of whether a customer is procuring only one of our products or a combination of our products, our contracts generally include a significant service of integrating the products with our customer’s existing solutions and information systems. After we implement our products, we may also enter into contracts with our customers to further refine or customize these solutions to either enhance the functionality or adjust for changes in our customer’s requirements. These post-implementation service contracts are generally performed on a time-and-materials basis. 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 time-and-materials T&M Under fixed-price contracts, we agree 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 a single contract for revenue recognition purposes. We generally use internally developed and third-party applications, which we customize, when implementing our products to meet specific customer requirements. The Company evaluates the products 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 our products is capable of being distinct as the customer can benefit from each individual product on its own or with other resources that are readily available. When our customer contracts include a significant service of integrating our products to provide a set of integrated or highly interrelated tasks, we account for these arrangements as a single performance obligation. While our contracts provide customers access to our 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 we deliver to our 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 our customer contracts have an explicit licensing provision, they are generally accounted for as a separate performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated. Significant judgment is required in determining performance obligations, and these determinations could change the amount of revenue and profit recorded in a given period. The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the products 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 product or service underlying each performance obligation. The standalone selling price represents the amount the Company would sell the product or service to a customer on a standalone basis (i.e., not bundled with any other products or services). Our contracts with the U.S. government are subject to the Federal Acquisition Regulation (“ FAR non-U.S. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the products 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 product 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 products 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 recognized over time based on costs incurred or the right to invoice method (in situations where the value transferred matches our billing rights) as our customer receives and consumes the benefits. For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given that we maintain control of the product or service until that point. For arrangements with the U.S. Government, we generally do not begin work on contracts until funding is appropriated by the customer. Billing timetables and payment terms on our contracts vary based on a number of factors, including the contract type. Cost-reimbursable and T&M contracts are generally billed as costs are incurred. FFP contracts are generally billed based on milestones, which are the achievement of specific events as defined in the contract. We recognize a liability for payments in excess of revenue recognized, which is presented as a contract liability on the balance sheet. The portion of payments 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. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. 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. For fixed-price and cost-reimbursable contracts, we present revenues recognized in excess of billings as contract assets on the balance sheet. Amounts billed and due from our customers are classified as receivables on the balance sheet. 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 deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Deferred product revenue is included in contract liabilities in the combined balance sheet. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s combined balance sheets were $2,575 as of December 31, 2020 (Successor), compared to $269 as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to NuWave, PCI and ProModel, while the Predecessor 2019 Period included contract asset balances related to PCI only. Contract liability balances were $541 as of the December 31, 2020 (Successor); there were no contract liabilities as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to NuWave and ProModel, while the Predecessor 2019 Period included contract liability balances related to PCI only. Remaining Performance Obligations The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $108,843. The Company expects to recognize approximately 94% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. 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. The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. Long-Lived Assets The Company regularly evaluates its property and equipment and 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 360, Property, Plant, and Equipment ASC 360 ASC 350, Intangibles—Goodwill and Other ASC 350 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 Estimated useful life in 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. 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, trademarks, 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. Leases In accordance with ASC 840, Leases ASC 840 non-contingent 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 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. 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 combined 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 combined 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 combined 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, 2020, 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, 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 on deposit or invested with financial and lending institutions was $9,704 and $1,644, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), 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 our qualitative analysis indicates that the fair value of a reporting unit does not exceed its carrying value, 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 Costs incurred in developing internal-use 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. During the Successor 2020 Period, Predecessor 2020 Period, Predecessor 2019 Period and Predecessor 2018 Period, advertising costs were $35, $57, $42 and $11, respectively, and are included in selling, general and administrative expenses within the combined statements of operations. Net Income (Loss) per Unit Basic net income (loss) per unit is computed by dividing net income (loss) applicable to unitholders by the weighted average number of units outstanding for the period. Diluted net income (loss) per unit assumes conversion of potentially dilutive Units such as stock options. The Company’s combined statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases ASC 842 ASU 2016-02 2016-02 right-of-use short-term lease-related 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 Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ASC 606 ASU 2014-09 The requirements of ASU 2014-09 provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company determined the adoption of the requirements of ASU 2014-09 In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other ( ASC 350 ): Simplifying the Test for Goodwill Impairment ASU 2017-04 2017-04 Step 2 test 2017-04 In August 2018, the Financial Accounting Standards Board (“ FASB ASU 2018-13, Fair Value Measurement ASC 820 In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use 350-40) ASU 2018-15 2018-15 2018-15 2018-15 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes ASU 2019-12 step-up | Note B – Summary of Significant Accounting Policies Basis of Presentation The interim condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC PCI was identified as the Predecessor through an analysis of various factors, including size, financial characteristics, and ongoing management. The results for the three and nine-month periods ended September 30, 2020 (the “ Predecessor Q3 Period Predecessor Period c “ Successor 2020 Period” Successor 2020 Q3 Period” Successor 2021 Q3 Period Successor 2021 Period The NuWave, PCI, Open Solutions, and ProModel acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“ FASB Business Combinations ASC 805 Use of Estimates The preparation of 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 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 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 from those estimates. Accounting policies subject to estimates include valuation of intangible assets, revenue recognition, income taxes, and equity-based compensation. Significant Accounting Policies The significant accounting policies used in preparing these interim condensed consolidated financial statements were applied on a basis consistent with those reflected in our annual combined financial statements for the year ended December 31, 2020. Recently Issued Accounting Pronouncements The FASB issued Accounting Standards Update (“ASU”) No. 2016-02, ASU 2016-02 2016-02 right-of-use short-term lease-related In June 2016, the FASB issued ASU No. 2016-13, ASU 2016-13 2016-13, 2016-13. 2016-13 2016-13 Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 2020-06 2020-06 | |
GigCapital4, Inc | |||
Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period (after deducting 1,170,000 shares subject to forfeiture in connection with the Proposed Offering), plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Costs incurred in connection with preparation for the Proposed Offering, together with the underwriters discount, will be reclassified to additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for the three- and nine-month periods ended September 30, 2021, the Company concluded it should revise its condensed financial statements to classify all its public shares to common stock subject to possible redemption in temporary equity. In accordance with the SEC and its guidance on redeemable equity instruments, Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, paid-in The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021 and June 30, 2021, is a reclassification of $15.2 million and $17.0 million, respectively, from total stockholders’ deficit (permanent equity) to common stock subject to possible redemption (temporary equity). There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the common stock subject to possible redemption, the Company has revised its net loss per share calculation for the change in the number of shares of common stock subject to possible redemption. Net loss per share, non-redeemable Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Loss Per Share of Common Stock The Company’s condensed statements of operations and comprehensive loss includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable non-redeemable When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to the Insiders representing 18,000 shares of common stock underlying restricted stock awards for the periods they were outstanding. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class For the Three Months Ended For the Nine Months Ended Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 6,346 $ 14,144 Net income attributable to common stock subject to possible redemption $ 6,346 $ 14,144 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 35,880,000 30,491,429 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Numerator: Net loss minus net earnings—Basic and diluted Net loss $ (1,924,883 ) $ (4,280,092 ) Less: net income attributable to common stock subject to redemption (6,346 ) (14,144 ) Net loss attributable to non-redeemable $ (1,931,229 ) $ (4,294,236 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 10,051,600 9,886,459 Net loss per share, non-redeemable $ (0.19 ) $ (0.43 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of September 30, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $20,397,899 consist of legal, accounting, underwriting fees and other costs incurred through the Offering date that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Business Combinations
Business Combinations | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Business Combinations [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 preliminary fair value of the consideration transferred and the preliminary 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 20,362 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 amounts above represent the current preliminary fair value estimates as the measurement period is still open as of December 31, 2020. The Company is finalizing the valuation analysis. 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 the acquired business 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 combined statement 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 preliminary fair value of the consideration transferred and the preliminary 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 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 The amounts above represent the current preliminary fair value estimates as the measurement period is still open as of December 31, 2020. The Company is finalizing the valuation analysis. 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 the acquired businesses 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 combined statement 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 preliminary fair value of the consideration transferred and the preliminary estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 2, 2020 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 48 Intangible assets 30,800 $ 37,432 Liabilities: Accounts payable $ 122 Accrued liabilities 946 Deferred tax liability 334 Other non-current 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, 2020 Technology $ 10,300 Customer relationships 20,500 Total intangible assets $ 30,800 The amounts above represent the current preliminary fair value estimates as the measurement period is still open as of December 31, 2020. The Company is finalizing the valuation analysis. 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 the acquired businesses 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 combined statement 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 preliminary fair value of the consideration transferred and the preliminary estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 21, 2020 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 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, 2020 Technology $ 7,000 Customer relationships 14,700 Total intangible assets $ 21,700 The amounts above represent the current preliminary fair value estimates, as the measurement period is still open as of December 31, 2020. The Company is finalizing the valuation analysis. 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 the acquired businesses 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 combined statement 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 pre-acquisition Pro forma for the year ended December 31, 2020 December 31, 2019 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. | 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 preliminary estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. June 19, 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 20,362 Goodwill $ 10,419 The following table summarizes the intangible assets acquired by class: June 19, 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. 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 October 23, 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 5 Intangible assets 22,800 $ 35,049 Liabilities: Accounts payable $ 1,131 Deferred tax liability 1,033 Accrued liabilities 4,062 $ 6,226 Fair value of net identifiable assets acquired 28,823 Goodwill $ 35,252 The following table summarizes the intangible assets acquired by class: October 23, Customer relationships $ 22,800 The amounts above represent the current preliminary fair value estimates as the measurement period is still open as of September 30, 2021. A measurement period adjustment increasing accrued liabilities and goodwill by $286 was recognized during the three-month period ended September 30, 2021. The Company is finalizing the valuation analysis. 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. 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 preliminary fair value of the consideration transferred and the preliminary 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 48 Intangible assets 30,800 $ 37,432 Liabilities: Accounts payable $ 122 Accrued liabilities 946 Deferred tax liability 334 Other non-current 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 amounts above represent the current preliminary fair value estimates as the measurement period is still open as of September 30, 2021. The Company is finalizing the valuation analysis. 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. 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 preliminary fair value of the consideration transferred and the preliminary 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 18 Intangible assets 21,700 $ 26,152 Liabilities: Accounts payable $ 2 Contract liabilities 501 Accrued liabilities 1,039 $ 1,542 Fair value of net identifiable assets acquired 24,610 Goodwill $ 19,108 The following table summarizes the intangible assets acquired by class: December 21, Technology $ 7,000 Customer relationships 14,700 Total intangible assets $ 21,700 The amounts above represent the current preliminary fair value estimates, as the measurement period is still open as of September 30, 2021. A measurement period adjustment increasing accrued liabilities and goodwill by $79 was recognized during the three-month period ended September 30, 2021. The Company is finalizing the valuation analysis. 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. Pro Forma Financial Data (Unaudited) The following table presents the pro forma combined results of operations for the business combinations for the three and nine-month periods ended September 30, 2020 as though the acquisitions had been completed as of January 1, 2019. The three and nine-month periods ended September 30, 2020 includes the Predecessor Period, the Successor 2020 Period, and the pre-acquisition Pro forma for Pro forma for Revenues $ 36,035 $ 105,749 Net income 2,844 11,029 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 $1,662 incurred in the Successor 2020 Period are excluded from the pro forma net income for the nine-month period ended September 30, 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Currents Assets | Note D – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: Successor September 30, December 31, Capitalized advisory costs 1 $ 4,471 $ — Prepaid expenses 1,704 586 Pre-contract 2 245 — Other current assets — 55 Total $ 6,420 $ 641 1 The anticipated Merger between GigCapital4, Inc. and BigBear will be accounted for as a reverse recapitalization in which GigCapital4 is treated as the acquired company. Accordingly, any direct and incremental costs associated with the Merger, including but not limited to, certain legal, financial advisor, and accounting costs are capitalized as assets and will be reclassified as a reduction to additional paid-in 2 Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and the contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract Pre-contract pre-contract start-up pre-contract |
Property and Equipment, net
Property and Equipment, net | 7 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note D—Property and Equipment, net The property and equipment and accumulated depreciation balances are as follows: Successor Predecessor December 31, 2020 December 31, 2019 Computer equipment $ 307 $ 226 Furniture and fixtures 400 249 Office equipment — 31 Software 102 2 Leasehold improvements 80 95 Vehicles — 140 Less: accumulated depreciation (26 ) (594 ) Property and equipment, net $ 863 $ 149 Depreciation expense related to property and equipment was $26, $52, $50 and $50 for the Successor 2020 Period, the Predecessor 2020 Period, the Predecessor 2019 Period and the Predecessor 2018 Period, respectively. |
Goodwill
Goodwill | 7 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note E—Goodwill The Successor performed impairment testing on each of the two reporting units, Cyber and Engineering and Analytics, concluding that there were no indicators of impairment as of the year ended December 31, 2020 and therefore the quantitative assessment was not required for any reporting unit. The changes in the carrying amount of Successor’s goodwill are summarized by reportable segment as follows: Cyber and 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 There was no goodwill related to the Predecessor 2020 Period, the Predecessor 2019 Period and the Predecessor 2018 Period, respectively. |
Intangible Assets, net
Intangible Assets, net | 7 Months Ended |
Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, net | Note F—Intangible Assets, net The intangible asset balances and accumulated amortization are as follows: 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 Amortization expense related to intangible assets was $1,002 for the Successor 2020 Period. There was no amortization expense related to the Predecessor 2020 Period, Predecessor 2019 Period and Predecessor 2018 Period, respectively. Estimated amortization expense is $ 6,683 |
Offering
Offering | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
GigCapital4, Inc | ||
Offering | 3. PROPOSED OFFERING Pursuant to the Proposed Offering, the Company offers for sale up to 31,200,000 units at a price of $10.00 per unit (the “Public Units”), with a 45-day one-third common stock (the “Public Warrants”). Public Warrants will only be exercisable for whole shares at $11.50 per share. As a result, at least three Public Warrants must be exercised. Under the terms of a proposed Public Warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Proposed Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month 30-trading The Company expects to grant the Underwriters a 45-day The Company expects to pay an underwriting discount of $0.20 of per Public Unit offering price to the Underwriters at the closing of the Proposed Offering. The underwriting discount is payable in cash and stock if the Underwriters’ over-allotment option is exercised in full. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Public Unit, or $10,920,000 (or up to $12,558,000 if the Underwriters’ over-allotment option is exercised in full) in the aggregate. The deferred underwriting commission will become payable to the Underwriters from the amount held in the trust account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services specified therein. As further described in Note 4, the Underwriters have agreed to purchase 156,000 shares of common stock, $0.0001 par value, for an aggregate purchase price of $1,560,000 (or 249,600 shares of common stock for an aggregate purchase price of $2,496,000 if the Underwriters’ over-allotment option is exercised in full) in a private placement. On February 8, 2021, the Company completed the Proposed Offering (see Note 8 – Subsequent Events). | 3. OFFERING On February 11, 2021, the Company consummated the Offering whereby the Company sold 35,880,000 Units, including the issuance of 4,680,000 Units as a result of the Underwriters’ exercise in full of their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), and one-third No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month 20 30 On March 26, 2021, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on April 1, 2021. Any Units not separated will continue to trade on the Nasdaq under the symbol “GIGGU.” Any underlying shares of Common Stock and warrants that are separated will trade on the Nasdaq under the symbols “GIG,” and “GIGGW,” respectively. |
Related Party Transactions
Related Party Transactions | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions | Note R—Related Party Transactions The Successor paid $414 towards business, financial and management consulting services to affiliates of AE in the Successor 2020 Period. On October 21, 2020, the Company signed a professional service agreement with Gryphon Technologies, LC. (“ Gryphon Technologies During the period from May 22, 2020 through December 31, 2020, the Successor paid or accrued $56 as a compensation for the members of the board of directors, including aggregate fair value of $25 of Parent’s Class A Units, which is reflected in the selling, general and administrative expenses within the combined statement of operations. | Note P – Related-Party Transactions The Company incurred expenses related to consulting services provided by the affiliates of AE of $675 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. On March 17, 2021, the Company signed a confidential disclosure agreement with Redwire Space, Inc. (“ Redwire 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 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 nine months ended September 30, 2021, the Successor paid or accrued $172 as a compensation 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 condensed consolidated statement of operations. There were no related-party transactions during the Predecessor Period. | |
GigCapital4, Inc | |||
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Founder Shares During the period from December 4, 2020 (date of inception) to December 31, 2020, the Founder purchased 8,952,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or $0.0027927 per share. Subsequent to December 31, 2020, the Company issued 12,000 insider shares to Ms. Hayes, one of its independent directors and chairwoman of both the compensation and nominating and corporate governance committees, and 6,000 insider shares to Mr. Weightman, its Chief Financial Officer, solely in consideration of future services, pursuant to Insider Shares Grant Agreements dated February 8, 2021 between the Company and each of the Insiders (the “Insider Shares”). The Insider Shares are subject to forfeiture if the individual resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the common stock included in the Public Units sold in the Proposed Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Founder has agreed to forfeit up to 1,170,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the Underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder and Insiders will own 20% of the Company’s issued and outstanding shares after the Proposed Offering. Private Placement The Founder and the Underwriters agreed to purchase from the Company an aggregate of 850,000 and 249,600 units (the “Private Placement Units”), respectively, at a price of $10.00 per Private Placement Unit in a private placement (the “Private Placement”) that will occur simultaneously with the completion of the Proposed Offering. Each Private Placement Unit consists of one share of the Company’s common stock, $ 0.0001 one-third No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Proposed Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month 30-trading The Company’s Founder, the Insiders and the Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) 12 months after the date of the consummation of the Company’s Business Combination or (B) subsequent to the Company’s Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. On February 8, 2021, the Company completed the Proposed Offering and the Private Placement (see Note 8—Subsequent Events). Registration Rights The Company’s Founder, the Underwriters and the Insiders will be entitled to registration rights pursuant to a registration rights agreement signed on February 8, 2021. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the proposed registration rights agreement. Administrative Services Agreement and Other Agreements The Company has agreed to pay $25,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on February 9, 2021, the date the securities were first listed on Nasdaq, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. Related Party Loan The Company entered into a promissory note agreement with the Founder under which $125,000 was loaned to the Company for the payment of expenses related to the Proposed Offering. The promissory note was non-interest | 4. RELATED PARTY TRANSACTIONS Founder Shares During the period from December 4, 2020 (date of inception) to December 31, 2020, the Founder purchased 8,952,000 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or $0.0027927 per share. Subsequent to December 31, 2020, the Company issued 12,000 insider shares to Ms. Hayes, one of its independent directors and chairwoman of both the compensation and nominating and corporate governance committees, and 6,000 insider shares to Mr. Weightman, its Chief Financial Officer, solely in consideration of future services, pursuant to Insider Shares Grant Agreements dated February 8, 2021 between the Company and each of the Insiders (the “Insider Shares”). The Insider Shares are subject to forfeiture if the individual resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the Common Stock included in the Public Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The Founder and the Underwriters purchased from the Company an aggregate of 850,000 and 249,600 Private Placement Units, respectively, at a price of $10.00 per Private Placement Unit in a private placement that occurred simultaneously with the completion of the closing of the Offering. Each Private Placement Unit consists of one share of the Company’s Common Stock, and one-third No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month 30-trading The Company’s Founder, the Insiders and the Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) 12 months after the date of the consummation of the Company’s Business Combination or (B) subsequent to the Company’s Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Registration Rights The Company’s Founder, the Underwriters and the Insiders will be entitled to registration rights pursuant to a registration rights agreement signed on February 8, 2021. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Administrative Services Agreement and Other Agreements The Company agreed to pay $25,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on February 9, 2021, the date the securities were first listed on the Nasdaq, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. On February 1, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Treasurer and Chief Financial Officer, who holds 6,000 insider shares. Mr. Weightman is initially receiving $10,000 per month for his services and such amount could increase to up to $15,000 per month dependent upon the scope of services provided, as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since February 1, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering. Related Party Loan The Company entered into a promissory note agreement with the Founder under which $125,000 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest |
Equity
Equity | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Equity | Note M—Equity Predecessor As of December 31, 2019 and 2018, 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 Successor The Successor has 100 Units (“ Units | Note K – Equity Predecessor As of September 30, 2020, 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 which were subject to certain restrictions and vesting requirements (see Note L). The Class B Member is not entitled to any voting rights until January 1, 2024. Only vested Class B units participate in cash flow distributions on a pro rata basis with Class A Units and are eligible for capital transactions proceeds only if the aggregate distributions were equal to or greater than $50 million. Successor The Company has 100 Units (“ Units | |
GigCapital4, Inc | |||
Equity | 5. STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2020, there were 8,952,000 shares of common stock issued and 1,170,000 of which are forfeitable as described in Note 4. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors. As of December 31, 2020, there were no shares of preferred stock issued and outstanding. | 6. STOCKHOLDERS’ EQUITY Common Stock The authorized Common Stock of the Company includes up to 100,000,000 shares. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock. As of September 30, 2021, there were 10,069,600 shares of Common Stock issued and outstanding and not subject to possible redemption. There were 35,880,000 shares of Common Stock subject to possible redemption issued and outstanding as of September 30, 2021. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of September 30, 2021, there were no shares of preferred stock issued and outstanding. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable for $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted-average trading price of the Company’s common stock during the 20 trading-day Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 24-month trading days within the 30-trading Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of Common Stock issuable upon exercise of the warrants included in the Units and Private Placement Units. As of September 30, 2021, there were 12,326,478 warrants outstanding. Stock-based Compensation Also included in the outstanding shares of Common Stock are 18,000 shares issued in consideration of future services to the Insiders, who are non-employee |
Equity-Based Compensation
Equity-Based Compensation | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | Note N—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 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, 2019 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, releveled to account for differences in leverage. Class B Units rollforward is as follows: 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, the Predecessor 2019 Period, and the Predecessor 2018 Period included $80, $104 and $0 of equity-based compensation related to Class B Units, respectively. Successor The Company’s Parent granted Class A Units to Peter Cannito, Chairman of the Company’s Board of Directors. The Class A Units were granted as consideration for services related to the acquisition of PCI and will be settled in equity. The Class A Units are immediately vested on the grant date and do not have any future service requirements or settlement provisions. The total value of the Class A units granted to Peter Cannito for the period from May 22, 2020 through December 31, 2020 is $650 and is reflected in the transaction expenses within the combined statement of operations. Certain members of the board of directors of the Successor have elected to receive their compensation for their services as a board member in stock, Class A units of the Parent Company. The number of units granted or to be granted by the Parent Company 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 period from May 22, 2020 through December 31, 2020 is $25, and is reflected in the selling, general and administrative expenses within the combined statement of operations. | Note L – Equity-Based Compensation 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 Company. The number of units granted or to be granted by the Parent Company 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 three and nine-month periods ended September 30, 2021 is respectively, and is reflected in the selling, general and administrative expenses within the condensed 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 and are divided into three tranches (“ 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 rate 0.1 % 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 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. No equity-based compensation was recognized for the Successor 2021 Q3 Period. As of September 30, 2021 (Successor), there was approximately $85.2 million of unrecognized compensation costs related to Incentive Units. Certain information related to the Incentive Units is presented as follows: Incentive Unvested and outstanding as of December 31, 2020 — Granted 9,650,000 Forfeited (250,000 ) Unvested and outstanding as of September 30, 2021 9,400,000 The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows: Volatility 46 % Risk-free rate 0.2 % 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. |
Net (Loss) Income per Unit
Net (Loss) Income per Unit | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Net (Loss) Income per Unit | Note O—Net Loss per Unit The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except unit and per unit data): Successor Basic and diluted net loss per unit Period from Numerator: Net loss $ (7,838 ) Denominator: Weighted average Units outstanding—basic and diluted 100 Basic and diluted net loss per Unit $ (78 ) There were no potentially issuable Units or other dilutive securities in the Successor 2020 Period. | Note M – Net (Loss) Income per Unit The numerators and denominators of the basic and diluted net (loss) income per Unit are computed as follows (in thousands, except unit and per unit data): Successor Basic and diluted net (loss) income per Unit Three months Three months Nine months Period from Numerator: Net (loss) income: $ (3,146 ) $ 73 $ (8,758 ) $ (855 ) Denominator: Weighted average Units outstanding – basic and diluted 100 100 100 100 Basic and diluted net (loss) income per Unit $ (31.46 ) $ 0.73 $ (87.58 ) $ (8.55 ) There were no potentially issuable Units or other dilutive securities for the nine months ended September 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
GigCapital4, Inc | ||
Fair Value Measurements | 6. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. As of December 31, 2020, the Company had no financial assets or liabilities measured at fair value on a recurring basis. | 7. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The Company has determined that the Private Placement Warrants are subject to treatment as a liability as the transfer of these warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the Public Warrants. The Public Warrants did not start trading separately until April 1, 2021, so the Company initially determined the fair value of each Private Placement Warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the Private Placement Warrants were initially classified as Level 3 financial instruments. After the Public Warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a Public Warrant. Accordingly, the Private Placement Warrants are valued upon observable data and have been reclassified as Level 2 financial instruments. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level September 30, Assets: Cash and marketable securities held in Trust Account 1 $ 358,817,210 Liabilities: Warrant liability 2 $ 384,881 The fair value of the warrants was estimated using the following assumptions: Upon Issuance Stock Price $ 9.83 Volatility 10.00 % Risk free interest rate 0.62 % Exercise price $ 11.50 Time to maturity—years 6.0 The change in the fair value of the Level 3 warrant liability during the three and nine months ended September 30, 2021 is as follows: For the Nine Months Ended Fair value—beginning of period $ — Additions 187,908 Change in fair value 229,962 Transfers out of level 3 to level 2 (417,870 ) Fair value—end of period $ — The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, any realized and unrealized gains and losses are recorded in the condensed statements of operations and comprehensive loss for the period presented. Additionally, there was $2,950 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheet in interest receivable on cash and marketable securities held in Trust Account as of September 30, 2021. |
Accrued Liabilities
Accrued Liabilities | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Accrued Liabilities | Note G—Accrued Liabilities Accrued liabilities consist of the following: Successor Predecessor December 31, 2020 December 31, 2019 Payroll accruals $ 6,741 $ 2,971 Other accrued expenses 529 83 Total $ 7,270 $ 3,054 | Note E – Accrued Liabilities Accrued liabilities consist of the following: Successor September 30, December 31, Accrued payroll $ 9,892 $ 6,741 Accrued advisory fees 2,161 — Other accrued expenses 315 529 Total $ 12,368 $ 7,270 |
Debt
Debt | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | Note H—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 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 . Interest expense in relation to the Predecessor debt was $1, $127, and $42 for the Predecessor 2020 Period, Predecessor 2019 Period, Predecessor 2018 Period, respectively. Successor Debt 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 may prepay the Loans at any time without any premium or penalty; however, the minimum amount of prepayment for the Antares Capital Term Loan and the Antares Capital Revolving Credit Facility is $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 on March 31, 2021. The Antares Capital Credit Agreement requires the Company to meet certain financial and other covenants. As of December 31, 2020, the Company was in compliance with all covenants. As of December 31, 2020, the Company has an outstanding balance of $110.0 million related to the Antares Capital Term Loan, which is recorded on the balance sheet net of approximately $3 million of unamortized debt issuance costs. Fees associated with the Antares Capital Revolving Credit Facility are presented in Other non-current 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 The Predecessor and the Successor debt balances are summarized as follows: Successor Predecessor December 31, 2020 December 31, 2019 Term Loan $ 110,000 $ — Revolver — — Total debt $ 110,000 $ — Less: unamortized issuance costs 3,006 — Total debt, net $ 106,994 $ — Less: current portion 1,100 — Long-term debt, net $ 105,894 $ — The maturities of the Company’s long-term debt outstanding as of December 31, 2020 (Successor) are as follows: 2021 2022 2023 2024 2025 Thereafter Term Loan $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 104,500 Total $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 104,500 Interest expense, including the amortization of debt issuance costs, for the Successor 2020 Period was $616. | Note F – Debt 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 may prepay the Loans at any time without any premium or penalty; however, the minimum amount of prepayment for the Antares Capital Term Loan and the Antares Capital Revolving Credit Facility is $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 occurring on March 31, 2021. The Antares Capital Credit Agreement requires the Company to meet certain financial and other covenants. As of September 30, 2021, the Company remained compliant with the covenant requirements. The debt balances are summarized as follows: Successor September 30, December 31, Term Loan $ 109,175 $ 110,000 Revolver 1,500 — Total debt $ 110,675 $ 110,000 Less: unamortized discounts and issuance costs 2,628 3,006 Total debt, net $ 108,047 $ 106,994 Less: current portion 2,600 1,100 Long-term debt, net $ 105,447 $ 105,894 Interest expense, including the amortization of debt issuance costs, charged for the three and nine-month periods ended September 30, 2021 was $1,870 and $5,579, respectively. |
Leases
Leases | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Leases of Lessee Disclosure [Text Block] | Note I—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 2021 2022 2023 2024 2025 Thereafter Total Future annual minimum lease payments $1,449 $1,010 $703 $527 $460 $431 $4,580 The Company records rent expense on a straight-line basis over the life of the lease. Rent expense under all leases for the Successor Period 2020, Predecessor 2020 Period, Predecessor 2019 Period, and Predecessor 2018 Period was $198, $367, $323, and $290, respectively. | Note G – 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 The Company records rent expense on a straight-line basis over the life of the lease. Rent expense under all leases for the three months ended September 30, 2021 (Successor), three months ended September 30, 2020 (Successor), three months ended September 30, 2020 (Predecessor), nine months ended September 30, 2021 (Successor), period from May 22 through September 30, 2020 (Successor), and nine months ended September 30, 2020 (Predecessor) was $404, $45, $134, $1,155, $45, and $336, respectively. |
Income Taxes
Income Taxes | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Income Tax | Note J—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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“ CARES Act COVID-19 The components of income tax expense (benefit) were as follows: Successor Predecessor Period from Period from Year ended Year ended Income tax (benefit) expense Federal: Current $ — $ — $ $ — Deferred (2,047 ) — — — (2,047 ) — — — State: Current 4 11 11 5 Deferred (590 ) (8 ) (2 ) 7 (586 ) 3 9 12 Income tax (benefit) expense $ (2,663 ) $ 3 $ 9 $ 12 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 Period from Period from Year ended Year ended Tax (benefit) expense at federal statutory rates $ (2,199 ) $ — $ — $ — State income tax, net of federal tax benefit (628 ) 3 9 12 Transaction expenses 119 — — — Other Permanent Differences 75 — — — Income tax (benefit) expense $ (2,633 ) $ 3 $ 9 $ 12 The components of net deferred tax liabilities are as follows: Successor Predecessor December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 891 $ — Interest carryforwards 161 — Accrued expenses 86 — Deferred rent 20 — Other assets 20 — Total deferred tax assets 1,178 — Valuation allowance — — Net deferred tax assets 1,178 — Deferred tax liabilities: Depreciation and amortization 204 — Prepaid expenses 137 — Deferred revenue 43 19 Total deferred tax liabilities 384 19 Net deferred tax assets (liabilities) $ 794 $ (19 ) As of December 31, 2020, the Company has $3,293 of U.S. federal net operating losses, all of which can be carried forward indefinitely. As of December 31, 2020, the Company has $4,290 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, forecasts of future profitability, 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 than it would be able to utilize all its deferred tax assets. | Note H – Income Taxes The effective tax rates were as follows: Successor Predecessor Three months Three months Nine months Period from Three months Nine months Effective tax rate 29.7 % (23.7 )% 27.3 % 25.7 % 0.0 % 0.1 % 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 effective tax rate for the three months ended September 30, 2021, three months ended September 30, 2020 (Successor) nine months ended September 30, 2021 and the period from May 22 through September 30, 2020 (Successor) differs from the U.S. federal income tax rate of 21.0% primarily due to state and local corporate income taxes, offset by non-deductible The Predecessor was established and taxed as a partnership, and therefore, was not generally subject to federal, state and local corporate income taxes. The effective tax rate for the nine months ended September 30, 2020 (Predecessor) differs from the U.S. federal income tax rate of 0.0% due to state and local income taxes. The effective tax rate for the three months ended September 30, 2020 (Predecessor) differs from the effective tax rate for the nine months ended September 30, 2020 (Predecessor) due to changes in state and local corporate income tax rates. | |
GigCapital4, Inc | |||
Income Tax | 7. INCOME TAX The sources of loss before provision for income taxes are as follows for the period from December 4, 2020 (date of inception) through December 31, 2020: Period from December 4, (date of through December 31, Domestic $ (34,096 ) Foreign — Total $ (34,096 ) There was no provision for income taxes for the period from December 4, 2020 (date of inception) through December 31, 2020. Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Period from December 4, (date of through December 31, Statutory income tax benefit $ (7,160 ) State income taxes, net of federal (2,381 ) Valuation allowance on start-up 9,541 Provision for income taxes $ — For the start-up The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets as of December 31, 2020 were as follows: December 31, Deferred Tax Assets: Start-up $ 9,541 Valuation allowance (9,541 ) Net deferred tax assets $ — As of December 31, 2020, the Company has recorded a valuation allowance of $9,541 to offset deferred tax assets related to its start-up |
Employee Benefit Plans
Employee Benefit Plans | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Employee Benefit Plans | Note K—Employee Benefit Plans 401(k) Plan The Predecessor maintained a qualified 401(k) plan (the “ Predecessor 401(k) Plan respectively. The Company maintains three qualified 401(k) plans for its U.S. employees: the PCI 401(k) plan, the NuWave 401(k) plan and the Open Solutions 401(k) plan. During the Successor 2020 Period, the Company’s total contributions to the plans were $650. | Note I – Employee Benefit Plans 401(k) Plan The Predecessor maintained a qualified 401(k) plan (the “ Predecessor 401(k) Plan The Company maintains three qualified 401(k) plans for its U.S. employees: the PCI 401(k) plan, the NuWave 401(k) plan and the Open Solutions 401(k) plan. During the period from May 22 through September 30, 2020 and three-month period ended September 30, 2020, the Company’s total contributions to the plans were $66 and $57, respectively. During the three and nine-month periods ended September 30, 2021, the Company’s total contributions to the plans were $1,118 and $2,759, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies | Note L—Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s combined balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. | Note J – 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 combined balance sheets, statements of operations, or cash flows. Business Combinations The Company has acquired and plans to continue to acquire businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities. The associated acquisition costs incurred in the form of professional fees and services may be material to the future periods in which they occur, regardless of whether the acquisition is ultimately completed. |
GigCapital4, Inc [Member] | ||
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES Registration Rights The Company’s Founder, the Underwriters and the Insiders will be entitled to registration rights pursuant to a registration rights agreement signed on February 8, 2021. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Underwriters Agreement The Company granted the Underwriters a 45 -day The Company paid an underwriting discount of $0.20 per Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Unit, or $12,558,000, including the Underwriters’ over-allotment option which was exercised in full. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services described below. As further described in Note 4, the Underwriters have purchased 249,600 Private Placement Units, of which each Private Placement Unit consists of one share of the Company’s Common Stock, and one-third The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. If the Company uses its best efforts (and the Underwriters use commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions, but notwithstanding such efforts, the Company does not have sufficient cash necessary to consummate the Business Combination and pay the deferred underwriting commission, the Company and the Underwriters will cooperate in good faith to come to a mutually-satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that the Company’s obligation to pay the deferred underwriting commission shall not impede the closing of the Business Combination. |
Reportable Segment Information
Reportable Segment Information | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
Reportable Segment Information | Note Q—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 Successor Period from May 22, 2020 through Cyber & Analytics Total Revenues $ 15,584 $ 15,968 $ 31,552 Segment adjusted gross margin 3,570 7,799 11,369 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 expens e 616 Loss before taxes $ (10,471 ) As of December 31, 2020, total assets of Cyber & Engineering segment, Analytics segment and Corporate were $73,225, $143,978 and $1,162, respectively. | Note O – 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 Successor Three months ended September 30, 2021 Cyber & Analytics Total Revenues $ 19,229 $ 20,990 $ 40,219 Segment adjusted gross margin 4,126 10,317 14,443 21 % 49 % 36 % Research and development costs excluded from segment gross margin (3,645 ) Operating expenses: Selling, general and administrative 12,038 Research and development 1,363 Operating loss (2,603 ) Interest expense 1,870 Other income — Loss before taxes $ (4,473 ) Successor Nine months ended September 30, 2021 Cyber & Analytics Total Revenues $ 58,039 $ 54,061 $ 112,100 Segment adjusted gross margin 12,701 26,042 38,743 22 % 48 % 35 % Research and development costs excluded from segment gross margin (8,502 ) Operating expenses: Selling, general and administrative 32,557 Research and development 4,158 Operating loss (6,474 ) Interest expens e 5,579 Other income 1 Loss before taxes $ (12,052 ) All revenues were generated within the United States of America. As of September 30, 2021, total assets of Cyber & Engineering, Analytics, and Corporate were $73,708, $139,239, and $11,268, respectively. The Successor 2020 Q3 Period, Predecessor 2020 Q3 Period, Successor 2020 Period, and Predecessor Period each comprise a single reportable segment. As a result, segment reporting for those periods is not presented. |
Revenues
Revenues | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues | Note P—Revenues Net revenues by contract type are as follows: Successor Predecessor Period from January 1, Year ended Year ended Firm fixed price $ 6,938 $ 2,216 $ 3,753 $ 3,265 Time and materials 24,614 57,549 69,873 46,174 Total revenues $ 31,552 $ 59,765 $ 73,626 $ 49,439 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 All revenues were generated within the United States of America. Revenue earned from customers contributing in excess of 10% of consolidated revenues were as follows: Successor 2020 Period Cyber & Analytics Total Percent of total 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* Percent of total Customer A $ 26,049 44 % Customer B 12,282 21 % All others 21,434 35 % Total revenues $ 59,765 100 % Predecessor 2019 Period Total* Percent of total Customer A $ 34,137 46 % Customer B 21,386 29 % All others 18,103 25 % Total revenues $ 73,626 100 % Predecessor 2018 Period Total* Percent of total Customer A $ 21,878 44 % Customer B 13,612 28 % Customer C 5,510 11 % All others 8,439 17 % Total revenues $ 49,439 100 % * The Predecessor 2020 Period, Predecessor 2019 Period, and Predecessor 2018 Period each comprise a single reportable segment. As a result, segment reporting for those periods is not presented. | Note N – Revenues Net revenues by contract type are as follows: Successor Predecessor Three months Three months Nine months Period from Three months Nine months Firm fixed price $ 17,340 $ 3,922 $ 32,260 $ 4,070 $ 639 $ 1,883 Time and materials 22,879 3,880 79,840 5,113 17,260 53,210 Total revenues $ 40,219 $ 7,802 $ 112,100 $ 9,183 $ 17,899 $ 55,093 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 Revenues earned from customers contributing in excess of 10% of consolidated revenues were as follows: Successor 2021 Q3 Period Cyber & Analytics Total Percent Customer A $ 7,994 $ — $ 7,994 20 % Customer B (1) 3,783 — 3,783 9 % Customer C (1) — 6,010 6,010 15 % All others 7,452 14,980 22,432 56 % Total revenues $ 19,229 $ 20,990 $ 40,219 100 % Successor 2020 Q3 Period Total (2) Percent Customer A $ 3,837 49 % Customer B 2,688 34 % All others 1,277 17 % Total revenues $ 7,802 100 % Predecessor 2020 Q3 Period Total (2) Percent Customer A $ 13,719 77 % Customer B 3,276 18 % All others 904 5 % Total revenues $ 17,899 100 % Successor 2021 Period Cyber & Analytics Total Percent Customer A $ 24,503 $ — $ 24,503 22 % Customer B (1) 11,202 — 11,202 10 % Customer C (1) — 6,010 6,010 5 % All others 22,334 48,051 70,385 63 % Total revenues $ 58,039 $ 54,061 $ 112,100 100 % Successor 2020 Period Total (2) Percent Customer A $ 3,957 43 % Customer B 3,045 33 % All others 2,181 24 % Total revenues $ 9,183 100 % Predecessor Period Total (2) Percent Customer A $ 31,091 56 % Customer B 20,593 37 % All others 3,409 7 % Total revenues $ 55,093 100 % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented within a given fiscal year for comparability. (2) The Successor 2020 Q3 Period, Predecessor 2020 Q3 Period, Successor 2020 Period, and Predecessor Period each comprise a single reportable segment. As a result, segment reporting for those periods is not presented. Contract Balances Contract asset balances were $2,863 Remaining Performance Obligations As of September 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $158,150. The Company expects to recognize approximately 94% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. |
Subsequent Events
Subsequent Events | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events | Note S—Subsequent Events The Successor has evaluated subsequent events from the date of the combined balance sheet through the date the combined financial statements were issued on August 6, 2021. On February 4, 2021, the Company signed a teaming agreement with Gryphon Technologies to develop the best management and technical approach for certain solicitations with the Department of Homeland Security. On February 16, 2021, the PCISM Ultimate Holdings adopted a written compensatory benefit plan (the “ Class B Unit Incentive Plan Incentive Units Tranche I Tranche II Tranche III On March 17, 2021, the Company signed a confidential disclosure agreement with Redwire Space, Inc. (“ Redwire On April 22, 2021, the Company signed a memorandum of understanding with Redwire to establish a strategic partnership for the purpose of developing the sales and business by cooperating in fields including digital engineering, modeling & simulation, artificial intelligence, and machine learning. On May 5, 2021, the legal name of Lake Intermediate, LLC was changed to BigBear.ai Holdings, LLC and the legal name of PCISM Ultimate Holdings, LLC was changed to BBAI Ultimate Holdings, LLC. On June 4, 2021, GigCapital4 entered into an Agreement and Plan of Merger (the “ Merger Agreement Merger Sub Company First Merger Second Merger 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 Agreemen t | Note Q – Subsequent Events The Company has evaluated subsequent events from the date of the interim condensed consolidated balance sheet through the date the interim condensed consolidated financial statements were issued on December 13, 2021. On December 7, 2021, the Merger was consummated and upon closing of the Merger, GigCapital4, Inc. was renamed to BigBear.ai Holdings, Inc. (“New BigBear”). The Merger is accounted for as a reverse recapitalization in which GigCapital4 is treated as the acquired company. A reverse recapitalization does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of the Company in many respects. The Company was deemed the accounting predecessor and the combined entity will be the successor SEC registrant, New BigBear. As a result of the Merger, New BigBear issued 105,000,000 shares of common stock and paid $75,000 to BBAI Ultimate Holdings in exchange for units of the Company. New BigBear received aggregate gross proceeds of $110,021 from the trust account, $200,000 of convertible note financing, and $80,000 of PIPE financing from AE BBAI Aggregator, LP, an affiliate of AE, in exchange for the issuance of 8,000,000 New BigBear shares. New BigBear also issued 1,495,320 shares of common stock to certain advisors in lieu of cash for fees payable for services in connection with the Merger or GigCapital4’s IPO. Proceeds from the Merger were partially used to fund the $114,393 repayment of the Antares Loan and transaction costs of $19,750. The convertible note financing bears interest at a rate of 6.0% per annum, payable semi-annually, and convertible into shares of common stock at an initial Conversion Price of $11.50. The Conversion Price is subject to adjustments, including but not limited to, a Conversion Rate Reset 180 days after December 7, 2021 should certain daily volume-weighted average price thresholds be met. The convertible note financing matures five years after issuance. As a result of Forward Share Purchase Agreements executed with certain shareholders prior to the shareholder vote, $101,021 of the proceeds from the trust account will be restricted for up to a period of three months following the Merger, at which point each shareholder will have the right to sell its shares to New BigBear for $10.15. Until the end of the three-month period, shareholders can sell shares on the open market provided the share price is at least $10.00 per share. If shareholders sell any shares in the open market within the first month of the three-month period and at a price greater than $10.05, New BigBear will pay the shareholders $ 0.05 | |
GigCapital4, Inc | |||
Subsequent Events | 8. SUBSEQUENT EVENTS Strategic Services Agreement On February 1, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Chief Financial Officer, who holds 6,000 Insider Shares. Mr. Weightman is initially receiving $10,000 per month for his services and such amount could increase to up to $15,000 per month dependent upon the scope of services provided. The Company will pay Mr. Weightman for services rendered since February 1, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the IPO. Underwriters Agreement The Company granted the Underwriters a 45-day The Company paid an underwriting discount of $0.20 per Public Unit offering price to the Underwriters at the closing of the IPO. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Public Unit, or $12,558,000 in the aggregate, including the Underwriters’ over-allotment option which was exercised in full. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services specified therein. As further described in Note 4, the Underwriters have purchased 249,600 shares of common stock, for an aggregate purchase price of $2,496,000 in the Private Placement. Stock Split On February 8, 2021, the Company effected a 1.2:1 stock split of its common stock. All common stock share numbers and prices have been retroactively adjusted to reflect the stock split. Offering On February 8, 2021, the Securities and Exchange Commission declared the Company’s initial Registration Statement on Form S-1 333-252315), February 8, 2021, a registration statement on Form S-1MEF No. 333-252867) On February 8, 2021, the Company entered into an underwriting agreement to conduct the IPO of 31,200,000 Public Units in the amount of $312.0 million in gross proceeds, with a 45-day one-third On February 11, 2021, the Company consummated the IPO of 35,880,000 Public Units, including the issuance of 4,680,000 Public Units as a result of the Underwriters’ exercise in full of their over-allotment option. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to the Company of $358,800,000. Each Public Unit consists of one share of common stock and one-third Simultaneously with the closing of the IPO, the Company consummated the Private Placement of 1,099,600 Private Placement Units at a price of $10.00 per Private Placement Unit. The Company’s Sponsor purchased 850,000 Private Placement Units and the Underwriters purchased 249,600 Private Placement Units in the aggregate. The Private Placement generated aggregate gross proceeds of $10,996,000 consisting of $8,500,000 from the sale of the Private Placement Units to the Sponsor and $2,496,000 from the sale of the Private Placement Units to the Underwriters. Following the closing of the IPO, net proceeds in the amount of $351,624,000 from the sale of the Public Units in the IPO and proceeds in the amount of $7,176,000 from the sale of Private Placement Units, for a total of $358,800,000, were placed in a Trust Account. Transaction costs amounted to $20,399,474, consisting of $7,176,000 of underwriting fees, $12,558,000 of deferred underwriting fees and $665,474 of offering costs. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account for working capital purposes. Amendment to Registration Rights Agreement On March 31, 2021, the Company entered into an Amendment to Registration Rights Agreement with the Underwriters and the Insiders, in order to correct an inadvertent clerical error which resulted in an inconsistency between the agreement and the disclosure made in the prospectus for the IPO. The Company has corrected the error and conformed the Registration Rights Agreement signed on February 8, 2021, with the Company’s initial Registration Statement on Form S-1 333-252315). Amendment to Insider Letter Agreement On March 31, 2021, the Company entered into an Amendment to Insider Letter Agreement with the Underwriters and the Sponsor, in order to correct an inadvertent clerical error which resulted in an inconsistency between the agreement and the disclosure made in the prospectus for the IPO. The Company has corrected the error and conformed the Insider Letter Agreement with the Underwriters and the Sponsor signed on February 8, 2021, with the Company’s initial Registration Statement on Form S-1 333-252315). | 8. SUBSEQUENT EVENTS Forward Share Purchase Agreement In October 2021, the Company entered into Forward Share Purchase Agreements with certain of its stockholders pursuant to which these investors may each individually elect to sell and transfer to the Company on the three-month anniversary of the date of the Closing of the transactions contemplated by the Transaction, and the Company will purchase up to an aggregate of 10,000,000 shares of GigCapital4 Common Stock, at a price of $10.15 per share. These investors agreed that they will not (i) request redemption of these shares in conjunction with the Company’s stockholders’ approval of the Business Combination, or (ii) tender these shares to the Company in response to any redemption or tender offer that the Company may commence for its shares of Common Stock. These investors also agreed that they will not engage in any short sales transactions involving any securities of the Company. Notwithstanding anything to the contrary in the Forward Share Purchase Agreements, commencing on the day after the date by which shares of Common Stock of the Company must be tendered for redemption in conjunction with the Company’s stockholders’ approval of the Business Combination (the “Redemption Date”), each such investor may sell its shares in the open market as long as the sales price exceeds $10.00 per share prior to payment of any commissions. If an investor sells any such shares in the open market after the Redemption Date and prior to the one-month Simultaneously with the Closing of the Transactions, the Company will deposit into an escrow account an amount equal to the lesser of (i) $101,500,000 and (ii) $10.15 multiplied by the aggregate number of shares held by such investors as of the closing of the Transactions. The Company’s purchase of the shares underlying the Forward Share Purchase Agreements will be made with funds from the escrow account. The Company’s obligation to consummate the transactions contemplated by the Forward Share Purchase Agreements is subject to the consummation of the Transactions. The Forward Share Purchase Agreements may be terminated: (i) by mutual written consent of the Company and the investors; (ii) automatically if the Company’s stockholders fail to approve the Transactions; and (iii) prior to the closing of the Transactions by mutual agreement of the investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement and the Forward Share Purchase Agreements). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Line Items] | |||
Basis of Presentation | Basis of Presentation PCI was identified as the Predecessor through an analysis of various factors, including the size, financial characteristics, and ongoing management. The year ended December 31, 2018 (the “ Predecessor 2018 Period Predecessor 2019 Period Predecessor 2020 Period Successor 2020 Period The PCI, NuWave, Open Solutions, and ProModel acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“ FASB ASC Business Combinations ASC 805 The combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP been eliminated in consolidation. Amounts presented within the combined 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. | Basis of Presentation The interim condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC PCI was identified as the Predecessor through an analysis of various factors, including size, financial characteristics, and ongoing management. The results for the three and nine-month periods ended September 30, 2020 (the “ Predecessor Q3 Period Predecessor Period c “ Successor 2020 Period” Successor 2020 Q3 Period” Successor 2021 Q3 Period Successor 2021 Period The NuWave, PCI, Open Solutions, and ProModel acquisitions were accounted for as business combinations in accordance with Financial Accounting Standards Board (“ FASB Business Combinations ASC 805 | |
Use of Estimates | Use of Estimates The preparation of 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 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 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. | Use of Estimates The preparation of 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 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 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 from those estimates. Accounting policies subject to estimates include valuation of intangible assets, revenue recognition, income taxes, and equity-based compensation. | |
Summary of Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparing these interim condensed consolidated financial statements were applied on a basis consistent with those reflected in our annual combined financial statements for the year ended December 31, 2020. | ||
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 products 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 our products can be sold individually or combined and sold together. Regardless of whether a customer is procuring only one of our products or a combination of our products, our contracts generally include a significant service of integrating the products with our customer’s existing solutions and information systems. After we implement our products, we may also enter into contracts with our customers to further refine or customize these solutions to either enhance the functionality or adjust for changes in our customer’s requirements. These post-implementation service contracts are generally performed on a time-and-materials basis. 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 time-and-materials T&M Under fixed-price contracts, we agree 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 a single contract for revenue recognition purposes. We generally use internally developed and third-party applications, which we customize, when implementing our products to meet specific customer requirements. The Company evaluates the products 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 our products is capable of being distinct as the customer can benefit from each individual product on its own or with other resources that are readily available. When our customer contracts include a significant service of integrating our products to provide a set of integrated or highly interrelated tasks, we account for these arrangements as a single performance obligation. While our contracts provide customers access to our 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 we deliver to our 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 our customer contracts have an explicit licensing provision, they are generally accounted for as a separate performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated. Significant judgment is required in determining performance obligations, and these determinations could change the amount of revenue and profit recorded in a given period. The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the products 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 product or service underlying each performance obligation. The standalone selling price represents the amount the Company would sell the product or service to a customer on a standalone basis (i.e., not bundled with any other products or services). Our contracts with the U.S. government are subject to the Federal Acquisition Regulation (“ FAR non-U.S. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the products 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 product 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 products 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 recognized over time based on costs incurred or the right to invoice method (in situations where the value transferred matches our billing rights) as our customer receives and consumes the benefits. For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given that we maintain control of the product or service until that point. For arrangements with the U.S. Government, we generally do not begin work on contracts until funding is appropriated by the customer. Billing timetables and payment terms on our contracts vary based on a number of factors, including the contract type. Cost-reimbursable and T&M contracts are generally billed as costs are incurred. FFP contracts are generally billed based on milestones, which are the achievement of specific events as defined in the contract. We recognize a liability for payments in excess of revenue recognized, which is presented as a contract liability on the balance sheet. The portion of payments 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. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. 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. For fixed-price and cost-reimbursable contracts, we present revenues recognized in excess of billings as contract assets on the balance sheet. Amounts billed and due from our customers are classified as receivables on the balance sheet. | ||
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 deferred product revenue, billings in excess of revenues, deferred service revenue, and customer advances. Deferred product revenue represents amounts that have been invoiced to customers but are not yet recognizable as revenue because the Company has not satisfied its performance obligations under the contract. Deferred product revenue is included in contract liabilities in the combined balance sheet. Billings in excess of revenues represents milestone billing contracts where the billings of the contract exceed recognized revenues. Contract asset balances on the Company’s combined balance sheets were $2,575 as of December 31, 2020 (Successor), compared to $269 as of December 31, 2019 (Predecessor). The change was primarily driven by contract asset balances as of the Successor 2020 Period including contract asset balances related to NuWave, PCI and ProModel, while the Predecessor 2019 Period included contract asset balances related to PCI only. Contract liability balances were $541 as of the December 31, 2020 (Successor); there were no contract liabilities as of December 31, 2019 (Predecessor). The change was primarily driven by contract liability balances as of the Successor 2020 Period including contract liability balances related to NuWave and ProModel, while the Predecessor 2019 Period included contract liability balances related to PCI only. | ||
Remaining Performance Obligations | Remaining Performance Obligations The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders. As of December 31, 2020 (Successor), the aggregate amount of the transaction price allocated to remaining performance obligations was $108,843. The Company expects to recognize approximately 94% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter. | ||
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. The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. | ||
Long-Lived Assets | Long-Lived Assets The Company regularly evaluates its property and equipment and 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 360, Property, Plant, and Equipment ASC 360 ASC 350, Intangibles—Goodwill and Other ASC 350 | ||
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 Estimated useful life in Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term | ||
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, trademarks, 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. | ||
Leases | Leases In accordance with ASC 840, Leases ASC 840 non-contingent | ||
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 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. | ||
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 combined 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 combined 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 combined 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, 2020, 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, 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 on deposit or invested with financial and lending institutions was $9,704 and $1,644, as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), 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 | Cyber & Engineering The Cyber & Engineering segment provides high-end | ||
Net Loss Per Share of Common Stock | Net Income (Loss) per Unit Basic net income (loss) per unit is computed by dividing net income (loss) applicable to unitholders by the weighted average number of units outstanding for the period. Diluted net income (loss) per unit assumes conversion of potentially dilutive Units such as stock options. The Company’s combined statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. | ||
Analytics | 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 our qualitative analysis indicates that the fair value of a reporting unit does not exceed its carrying value, 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 Costs incurred in developing internal-use | ||
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 Cost | Advertising Costs All advertising, promotional and marketing costs are expensed when incurred. During the Successor 2020 Period, Predecessor 2020 Period, Predecessor 2019 Period and Predecessor 2018 Period, advertising costs were $35, $57, $42 and $11, respectively, and are included in selling, general and administrative expenses within the combined statements of operations. | ||
Net Income (Loss) per Unit | Net Income (Loss) per Unit Basic net income (loss) per unit is computed by dividing net income (loss) applicable to unitholders by the weighted average number of units outstanding for the period. Diluted net income (loss) per unit assumes conversion of potentially dilutive Units such as stock options. The Company’s combined statements of operations include a presentation of net loss per Unit for the Successor 2020 Period. | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases ASC 842 ASU 2016-02 2016-02 right-of-use short-term lease-related 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 | Recently Issued Accounting Pronouncements The FASB issued Accounting Standards Update (“ASU”) No. 2016-02, ASU 2016-02 2016-02 right-of-use short-term lease-related In June 2016, the FASB issued ASU No. 2016-13, ASU 2016-13 2016-13, 2016-13. 2016-13 2016-13 | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ASC 606 ASU 2014-09 The requirements of ASU 2014-09 provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard, including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Predecessor previous revenue recognition policies. Based on the completed evaluation, the Company determined the adoption of the requirements of ASU 2014-09 In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other ( ASC 350 ): Simplifying the Test for Goodwill Impairment ASU 2017-04 2017-04 Step 2 test 2017-04 In August 2018, the Financial Accounting Standards Board (“ FASB ASU 2018-13, Fair Value Measurement ASC 820 In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use 350-40) ASU 2018-15 2018-15 2018-15 2018-15 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes ASU 2019-12 step-up | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 2020-06 2020-06 | |
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 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. | ||
GigCapital4, Inc | |||
Accounting Policies [Line Items] | |||
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. 10-K | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. | |
Fair Value of Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Revision to Previously Reported Financial Statements | Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for the three- and nine-month periods ended September 30, 2021, the Company concluded it should revise its condensed financial statements to classify all its public shares to common stock subject to possible redemption in temporary equity. In accordance with the SEC and its guidance on redeemable equity instruments, Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, paid-in The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021 and June 30, 2021, is a reclassification of $15.2 million and $17.0 million, respectively, from total stockholders’ deficit (permanent equity) to common stock subject to possible redemption (temporary equity). There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the common stock subject to possible redemption, the Company has revised its net loss per share calculation for the change in the number of shares of common stock subject to possible redemption. Net loss per share, non-redeemable | ||
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period (after deducting 1,170,000 shares subject to forfeiture in connection with the Proposed Offering), plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. | Net Loss Per Share of Common Stock The Company’s condensed statements of operations and comprehensive loss includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable non-redeemable When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to the Insiders representing 18,000 shares of common stock underlying restricted stock awards for the periods they were outstanding. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. | |
Net Income (Loss) per Unit | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period (after deducting 1,170,000 shares subject to forfeiture in connection with the Proposed Offering), plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. | Net Loss Per Share of Common Stock The Company’s condensed statements of operations and comprehensive loss includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable non-redeemable When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to the Insiders representing 18,000 shares of common stock underlying restricted stock awards for the periods they were outstanding. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. | |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | ||
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. | ||
Reconciliation of Net Loss Per Common Share | Reconciliation of Net Loss Per Common Share In accordance with the two-class For the Three Months Ended For the Nine Months Ended Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 6,346 $ 14,144 Net income attributable to common stock subject to possible redemption $ 6,346 $ 14,144 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 35,880,000 30,491,429 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Numerator: Net loss minus net earnings—Basic and diluted Net loss $ (1,924,883 ) $ (4,280,092 ) Less: net income attributable to common stock subject to redemption (6,346 ) (14,144 ) Net loss attributable to non-redeemable $ (1,931,229 ) $ (4,294,236 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 10,051,600 9,886,459 Net loss per share, non-redeemable $ (0.19 ) $ (0.43 ) | ||
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of September 30, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. | ||
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. | |
Offering Costs | Deferred Offering Costs Costs incurred in connection with preparation for the Proposed Offering, together with the underwriters discount, will be reclassified to additional paid-in | Offering Costs Offering costs in the amount of $20,397,899 consist of legal, accounting, underwriting fees and other costs incurred through the Offering date that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in | |
Share Based Compensation | Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. | ||
Common Stock Subject To Possible Redemption | Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. | ||
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Line Items] | ||
Schedule of Net Loss per Common Share, Basic and Diluted | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except unit and per unit data): Successor Basic and diluted net loss per unit Period from Numerator: Net loss $ (7,838 ) Denominator: Weighted average Units outstanding—basic and diluted 100 Basic and diluted net loss per Unit $ (78 ) | The numerators and denominators of the basic and diluted net (loss) income per Unit are computed as follows (in thousands, except unit and per unit data): Successor Basic and diluted net (loss) income per Unit Three months Three months Nine months Period from Numerator: Net (loss) income: $ (3,146 ) $ 73 $ (8,758 ) $ (855 ) Denominator: Weighted average Units outstanding – basic and diluted 100 100 100 100 Basic and diluted net (loss) income per Unit $ (31.46 ) $ 0.73 $ (87.58 ) $ (8.55 ) |
Schedule of Useful Life of Property and Equipment | Expected useful lives are reviewed at least annually. Estimated useful lives are as follows: Property and equipment Estimated useful life in Computer equipment 3 Furniture and fixtures 7 Laboratory equipment 5-10 Software 3-5 Leasehold improvements 5 or lease term | |
GigCapital4, Inc [Member] | ||
Accounting Policies [Line Items] | ||
Schedule of Net Loss per Common Share, Basic and Diluted | In accordance with the two-class For the Three Months Ended For the Nine Months Ended Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 6,346 $ 14,144 Net income attributable to common stock subject to possible redemption $ 6,346 $ 14,144 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 35,880,000 30,491,429 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Numerator: Net loss minus net earnings—Basic and diluted Net loss $ (1,924,883 ) $ (4,280,092 ) Less: net income attributable to common stock subject to redemption (6,346 ) (14,144 ) Net loss attributable to non-redeemable $ (1,931,229 ) $ (4,294,236 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 10,051,600 9,886,459 Net loss per share, non-redeemable $ (0.19 ) $ (0.43 ) |
Business Combinations (Tables)
Business Combinations (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Schedule of Proforma Information | 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 pre-acquisition Pro forma for the year ended December 31, 2020 December 31, 2019 Net revenue $ 138,992 $ 121,231 Net income 3,903 11,772 | The following table presents the pro forma combined results of operations for the business combinations for the three and nine-month periods ended September 30, 2020 as though the acquisitions had been completed as of January 1, 2019. The three and nine-month periods ended September 30, 2020 includes the Predecessor Period, the Successor 2020 Period, and the pre-acquisition Pro forma for Pro forma for Revenues $ 36,035 $ 105,749 Net income 2,844 11,029 |
NuWave Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of Recognized Identifiable Assets and Liabilities Assumed at Fair Value in Business Combination | The following table summarizes the preliminary fair value of the consideration transferred and the preliminary 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 20,362 Goodwill $ 10,419 | The following table summarizes the fair value of the consideration transferred and the preliminary estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. June 19, 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 20,362 Goodwill $ 10,419 |
Schedule of Recognized Intangible Assets Acquired in 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: June 19, Technology $ 5,400 Customer relationships 10,800 Total intangible assets $ 16,200 |
PCI Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of Recognized Identifiable Assets and Liabilities Assumed at Fair Value in Business Combination | The following table summarizes the preliminary fair value of the consideration transferred and the preliminary 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 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 preliminary fair value of the consideration transferred and the preliminary estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. October 23, 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 5 Intangible assets 22,800 $ 35,049 Liabilities: Accounts payable $ 1,131 Deferred tax liability 1,033 Accrued liabilities 4,062 $ 6,226 Fair value of net identifiable assets acquired 28,823 Goodwill $ 35,252 |
Schedule of Recognized Intangible Assets Acquired in Business Combination | 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: October 23, Customer relationships $ 22,800 |
Open Solutions Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of Recognized Identifiable Assets and Liabilities Assumed at Fair Value in Business Combination | The following table summarizes the preliminary fair value of the consideration transferred and the preliminary estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 2, 2020 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 48 Intangible assets 30,800 $ 37,432 Liabilities: Accounts payable $ 122 Accrued liabilities 946 Deferred tax liability 334 Other non-current 27 $ 1,429 Fair value of net identifiable assets acquired 36,003 Goodwill $ 26,857 | The following table summarizes the preliminary fair value of the consideration transferred and the preliminary 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 48 Intangible assets 30,800 $ 37,432 Liabilities: Accounts payable $ 122 Accrued liabilities 946 Deferred tax liability 334 Other non-current 27 $ 1,429 Fair value of net identifiable assets acquired 36,003 Goodwill $ 26,857 |
Schedule of Recognized Intangible Assets Acquired in Business Combination | The following table summarizes the intangible assets acquired by class: December 2, 2020 Technology $ 10,300 Customer relationships 20,500 Total intangible assets $ 30,800 | The following table summarizes the intangible assets acquired by class: December 2, Technology $ 10,300 Customer relationships 20,500 Total intangible assets $ 30,800 |
ProModel Acquisition | ||
Business Acquisition [Line Items] | ||
Schedule of Recognized Identifiable Assets and Liabilities Assumed at Fair Value in Business Combination | The following table summarizes the preliminary fair value of the consideration transferred and the preliminary estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. December 21, 2020 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 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 preliminary fair value of the consideration transferred and the preliminary estimated fair values of the majorclasses 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 18 Intangible assets 21,700 $ 26,152 Liabilities: Accounts payable $ 2 Contract liabilities 501 Accrued liabilities 1,039 $ 1,542 Fair value of net identifiable assets acquired 24,610 Goodwill $ 19,108 |
Schedule of Recognized Intangible Assets Acquired in Business Combination | The following table summarizes the intangible assets acquired by class: December 21, 2020 Technology $ 7,000 Customer relationships 14,700 Total intangible assets $ 21,700 | The following table summarizes the intangible assets acquired by class: December 21, Technology $ 7,000 Customer relationships 14,700 Total intangible assets $ 21,700 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: Successor September 30, December 31, Capitalized advisory costs 1 $ 4,471 $ — Prepaid expenses 1,704 586 Pre-contract 2 245 — Other current assets — 55 Total $ 6,420 $ 641 1 The anticipated Merger between GigCapital4, Inc. and BigBear will be accounted for as a reverse recapitalization in which GigCapital4 is treated as the acquired company. Accordingly, any direct and incremental costs associated with the Merger, including but not limited to, certain legal, financial advisor, and accounting costs are capitalized as assets and will be reclassified as a reduction to additional paid-in 2 Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and the contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract Pre-contract pre-contract start-up pre-contract |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Accumulated Depreciation | The property and equipment and accumulated depreciation balances are as follows: Successor Predecessor December 31, 2020 December 31, 2019 Computer equipment $ 307 $ 226 Furniture and fixtures 400 249 Office equipment — 31 Software 102 2 Leasehold improvements 80 95 Vehicles — 140 Less: accumulated depreciation (26 ) (594 ) Property and equipment, net $ 863 $ 149 |
Goodwill (Tables)
Goodwill (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Successor's Goodwill | The changes in the carrying amount of Successor’s goodwill are summarized by reportable segment as follows: Cyber and 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 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The intangible asset balances and accumulated amortization are as follows: 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - GigCapital4, Inc [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level September 30, Assets: Cash and marketable securities held in Trust Account 1 $ 358,817,210 Liabilities: Warrant liability 2 $ 384,881 |
Schedule of Fair Value of Warrants Estimated with Assumptions | The fair value of the warrants was estimated using the following assumptions: Upon Issuance Stock Price $ 9.83 Volatility 10.00 % Risk free interest rate 0.62 % Exercise price $ 11.50 Time to maturity—years 6.0 |
Schedule of Change in Fair Value of Warrant Liability | The change in the fair value of the Level 3 warrant liability during the three and nine months ended September 30, 2021 is as follows: For the Nine Months Ended Fair value—beginning of period $ — Additions 187,908 Change in fair value 229,962 Transfers out of level 3 to level 2 (417,870 ) Fair value—end of period $ — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Fair Value Assumptions of incentive units at Grant date and modification date | The assumptions used in determining the fair value were as follows: As of June 11, 2019 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 rate 0.1 % Time to exit (years) 1.6 The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows: Volatility 46 % Risk-free rate 0.2 % Time to exit (years) 1.2 |
Summary of changes in outstanding nonvested Incentive Units | Class B Units rollforward is as follows: 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 | Certain information related to the Incentive Units is presented as follows: Incentive Unvested and outstanding as of December 31, 2020 — Granted 9,650,000 Forfeited (250,000 ) Unvested and outstanding as of September 30, 2021 9,400,000 |
Net (Loss) Income per Unit (Tab
Net (Loss) Income per Unit (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic And Diluted Net (Loss) Income Per Unit | The numerators and denominators of the basic and diluted net loss per Unit are computed as follows (in thousands, except unit and per unit data): Successor Basic and diluted net loss per unit Period from Numerator: Net loss $ (7,838 ) Denominator: Weighted average Units outstanding—basic and diluted 100 Basic and diluted net loss per Unit $ (78 ) | The numerators and denominators of the basic and diluted net (loss) income per Unit are computed as follows (in thousands, except unit and per unit data): Successor Basic and diluted net (loss) income per Unit Three months Three months Nine months Period from Numerator: Net (loss) income: $ (3,146 ) $ 73 $ (8,758 ) $ (855 ) Denominator: Weighted average Units outstanding – basic and diluted 100 100 100 100 Basic and diluted net (loss) income per Unit $ (31.46 ) $ 0.73 $ (87.58 ) $ (8.55 ) |
Revenues (Tables)
Revenues (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of net revenues by contract type | Net revenues by contract type are as follows: Successor Predecessor Period from January 1, Year ended Year ended Firm fixed price $ 6,938 $ 2,216 $ 3,753 $ 3,265 Time and materials 24,614 57,549 69,873 46,174 Total revenues $ 31,552 $ 59,765 $ 73,626 $ 49,439 | Net revenues by contract type are as follows: Successor Predecessor Three months Three months Nine months Period from Three months Nine months Firm fixed price $ 17,340 $ 3,922 $ 32,260 $ 4,070 $ 639 $ 1,883 Time and materials 22,879 3,880 79,840 5,113 17,260 53,210 Total revenues $ 40,219 $ 7,802 $ 112,100 $ 9,183 $ 17,899 $ 55,093 |
Schedule of disaggregation of revenues | All revenues were generated within the United States of America. Revenue earned from customers contributing in excess of 10% of consolidated revenues were as follows: Successor 2020 Period Cyber & Analytics Total Percent of total 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* Percent of total Customer A $ 26,049 44 % Customer B 12,282 21 % All others 21,434 35 % Total revenues $ 59,765 100 % Predecessor 2019 Period Total* Percent of total Customer A $ 34,137 46 % Customer B 21,386 29 % All others 18,103 25 % Total revenues $ 73,626 100 % Predecessor 2018 Period Total* Percent of total Customer A $ 21,878 44 % Customer B 13,612 28 % Customer C 5,510 11 % All others 8,439 17 % Total revenues $ 49,439 100 % * The Predecessor 2020 Period, Predecessor 2019 Period, and Predecessor 2018 Period each comprise a single reportable segment. As a result, segment reporting for those periods is not presented. | Revenues earned from customers contributing in excess of 10% of consolidated revenues were as follows: Successor 2021 Q3 Period Cyber & Analytics Total Percent Customer A $ 7,994 $ — $ 7,994 20 % Customer B (1) 3,783 — 3,783 9 % Customer C (1) — 6,010 6,010 15 % All others 7,452 14,980 22,432 56 % Total revenues $ 19,229 $ 20,990 $ 40,219 100 % Successor 2020 Q3 Period Total (2) Percent Customer A $ 3,837 49 % Customer B 2,688 34 % All others 1,277 17 % Total revenues $ 7,802 100 % Predecessor 2020 Q3 Period Total (2) Percent Customer A $ 13,719 77 % Customer B 3,276 18 % All others 904 5 % Total revenues $ 17,899 100 % Successor 2021 Period Cyber & Analytics Total Percent Customer A $ 24,503 $ — $ 24,503 22 % Customer B (1) 11,202 — 11,202 10 % Customer C (1) — 6,010 6,010 5 % All others 22,334 48,051 70,385 63 % Total revenues $ 58,039 $ 54,061 $ 112,100 100 % Successor 2020 Period Total (2) Percent Customer A $ 3,957 43 % Customer B 3,045 33 % All others 2,181 24 % Total revenues $ 9,183 100 % Predecessor Period Total (2) Percent Customer A $ 31,091 56 % Customer B 20,593 37 % All others 3,409 7 % Total revenues $ 55,093 100 % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented within a given fiscal year for comparability. (2) The Successor 2020 Q3 Period, Predecessor 2020 Q3 Period, Successor 2020 Period, and Predecessor Period each comprise a single reportable segment. As a result, segment reporting for those periods is not presented. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Summary of Accrued liabilities | Accrued liabilities consist of the following: Successor Predecessor December 31, 2020 December 31, 2019 Payroll accruals $ 6,741 $ 2,971 Other accrued expenses 529 83 Total $ 7,270 $ 3,054 |
Debt (Tables)
Debt (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Summary of Debt | The Predecessor and the Successor debt balances are summarized as follows: Successor Predecessor December 31, 2020 December 31, 2019 Term Loan $ 110,000 $ — Revolver — — Total debt $ 110,000 $ — Less: unamortized issuance costs 3,006 — Total debt, net $ 106,994 $ — Less: current portion 1,100 — Long-term debt, net $ 105,894 $ — | The debt balances are summarized as follows: Successor September 30, December 31, Term Loan $ 109,175 $ 110,000 Revolver 1,500 — Total debt $ 110,675 $ 110,000 Less: unamortized discounts and issuance costs 2,628 3,006 Total debt, net $ 108,047 $ 106,994 Less: current portion 2,600 1,100 Long-term debt, net $ 105,447 $ 105,894 |
Summary of maturities of long-term debt outstanding | The maturities of the Company’s long-term debt outstanding as of December 31, 2020 (Successor) are as follows: 2021 2022 2023 2024 2025 Thereafter Term Loan $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 104,500 Total $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 1,100 $ 104,500 |
Leases (Tables)
Leases (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of future annual lease payments for operating leases | As of December 31, 2020, the future annual minimum lease payments for operating leases are as follows: 2021 2022 2023 2024 2025 Thereafter Total Future annual minimum lease payments $1,449 $1,010 $703 $527 $460 $431 $4,580 |
Income Taxes (Tables)
Income Taxes (Tables) | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
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 Period from Period from Year ended Year ended Tax (benefit) expense at federal statutory rates $ (2,199 ) $ — $ — $ — State income tax, net of federal tax benefit (628 ) 3 9 12 Transaction expenses 119 — — — Other Permanent Differences 75 — — — Income tax (benefit) expense $ (2,633 ) $ 3 $ 9 $ 12 | The effective tax rates were as follows: Successor Predecessor Three months Three months Nine months Period from Three months Nine months Effective tax rate 29.7 % (23.7 )% 27.3 % 25.7 % 0.0 % 0.1 % | |
Schedule of Deferred Tax Assets | The components of net deferred tax liabilities are as follows: Successor Predecessor December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 891 $ — Interest carryforwards 161 — Accrued expenses 86 — Deferred rent 20 — Other assets 20 — Total deferred tax assets 1,178 — Valuation allowance — — Net deferred tax assets 1,178 — Deferred tax liabilities: Depreciation and amortization 204 — Prepaid expenses 137 — Deferred revenue 43 19 Total deferred tax liabilities 384 19 Net deferred tax assets (liabilities) $ 794 $ (19 ) | ||
Schedule of components of income tax expense (benefit) | The components of income tax expense (benefit) were as follows: Successor Predecessor Period from Period from Year ended Year ended Income tax (benefit) expense Federal: Current $ — $ — $ $ — Deferred (2,047 ) — — — (2,047 ) — — — State: Current 4 11 11 5 Deferred (590 ) (8 ) (2 ) 7 (586 ) 3 9 12 Income tax (benefit) expense $ (2,663 ) $ 3 $ 9 $ 12 | ||
GigCapital4, Inc | |||
Schedule of Components of Income Before Income Taxes | The sources of loss before provision for income taxes are as follows for the period from December 4, 2020 (date of inception) through December 31, 2020: Period from December 4, (date of through December 31, Domestic $ (34,096 ) Foreign — Total $ (34,096 ) | ||
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Period from December 4, (date of through December 31, Statutory income tax benefit $ (7,160 ) State income taxes, net of federal (2,381 ) Valuation allowance on start-up 9,541 Provision for income taxes $ — | ||
Schedule of Deferred Tax Assets | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets as of December 31, 2020 were as follows: December 31, Deferred Tax Assets: Start-up $ 9,541 Valuation allowance (9,541 ) Net deferred tax assets $ — |
Reportable Segment Information
Reportable Segment Information (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of Revenue by Major Customers by Reporting Segments | Successor Period from May 22, 2020 through Cyber & Analytics Total Revenues $ 15,584 $ 15,968 $ 31,552 Segment adjusted gross margin 3,570 7,799 11,369 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 expens e 616 Loss before taxes $ (10,471 ) | Successor Three months ended September 30, 2021 Cyber & Analytics Total Revenues $ 19,229 $ 20,990 $ 40,219 Segment adjusted gross margin 4,126 10,317 14,443 21 % 49 % 36 % Research and development costs excluded from segment gross margin (3,645 ) Operating expenses: Selling, general and administrative 12,038 Research and development 1,363 Operating loss (2,603 ) Interest expense 1,870 Other income — Loss before taxes $ (4,473 ) Successor Nine months ended September 30, 2021 Cyber & Analytics Total Revenues $ 58,039 $ 54,061 $ 112,100 Segment adjusted gross margin 12,701 26,042 38,743 22 % 48 % 35 % Research and development costs excluded from segment gross margin (8,502 ) Operating expenses: Selling, general and administrative 32,557 Research and development 4,158 Operating loss (6,474 ) Interest expens e 5,579 Other income 1 Loss before taxes $ (12,052 ) All revenues were generated within the United States of America. |
Description of the Business - A
Description of the Business - Additional Information (Details) | Aug. 06, 2021USD ($) | Feb. 12, 2021USD ($) | Feb. 11, 2021USD ($)$ / sharesshares | Feb. 11, 2021USD ($)$ / sharesshares | Feb. 08, 2021shares | Dec. 02, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 21, 2020 | Dec. 03, 2020USD ($) | Oct. 22, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 19, 2020 | May 21, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Tangible assets, net | $ 863,000 | $ 1,213,000 | $ 149,000 | ||||||||||||||
Cash and cash equivalents | $ 9,704,000 | $ 10,776,000 | $ 364,000 | $ 4,340,000 | $ 0 | $ 1,644,000 | $ 380,000 | $ 1,149,000 | |||||||||
GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Date of incorporation | Dec. 4, 2020 | Dec. 4, 2020 | |||||||||||||||
Stock split ratio on common stock | 1.2 | ||||||||||||||||
Sale of common stock, Shares | shares | 35,880,000 | 156,000 | |||||||||||||||
Proceeds from sale of common stock to Founder | $ 351,624,000 | $ 25,000 | |||||||||||||||
Sale of units in private placement | shares | 35,880,000 | ||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 351,624,000 | ||||||||||||||||
Transaction costs, net | $ 20,397,899 | ||||||||||||||||
Transaction costs | $ 593,899 | ||||||||||||||||
Deferred underwriting fees | 12,558,000 | ||||||||||||||||
Offering costs | $ 663,899 | ||||||||||||||||
Decommissioning trust assets description | The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the public shares included in the public units (as defined below) sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering; or (iii) the redemption of the Public Shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete the Business Combination within 24 months from the closing of the Proposed Offering. | ||||||||||||||||
Common stock redemption percentage | 100.00% | ||||||||||||||||
Public shares redemption percentage | 100.00% | ||||||||||||||||
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | 80.00% | |||||||||||||||
Amount held in the trust account | $ 312,000,000 | $ 358,817,210 | |||||||||||||||
Cash and short-term investments | 358,800,000 | ||||||||||||||||
Interest income earned | 17,210 | ||||||||||||||||
Interest receivable on cash and marketable securities held in Trust Account | $ 2,950 | ||||||||||||||||
Business combination financed from Proceeds from public offering | 312,000,000 | ||||||||||||||||
Working capital (deficit) | 239,749 | ||||||||||||||||
Buisiness combination financed from Proceeds from Issuance of Private Placement | $ 1,560,000 | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Cash and cash equivalents | $ 150,000 | $ 982,249 | $ 0 | ||||||||||||||
Percentage of initial public offering | 20.00% | ||||||||||||||||
Unsecured Convertible Notes | $ 200,000,000 | ||||||||||||||||
Unsecured Convertible Notes Interest Rate | 6.00% | ||||||||||||||||
Unsecured Convertible Notes Convertible price | $ / shares | $ 11.50 | ||||||||||||||||
Unsecured Convertible Notes Maturity Period | 5 years | ||||||||||||||||
Conversion of notes terms | (a) prior to the third anniversary of the initial issuance of the Notes, the Company will be obligated to pay an amount equal to twelve months of interest or (b) on or after the third anniversary of the initial issuance of the Notes but prior to the fourth anniversary of the initial issuance of the Notes, any accrued and unpaid interest plus any remaining amounts that would be owed up to, but excluding, the fourth anniversary of the initial issuance of the Notes. In certain circumstances, the Company may force conversion of the Notes after the first anniversary of the initial issuance of the Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Common Stock exceeds 130% of the conversion price for 20 trading days (whether or not consecutive) during the 30 trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter and the 30-day average daily trading volume ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $3,000,000 for the first two years after the initial issuance of the Notes and $2,000,000 thereafter. | ||||||||||||||||
Unsecured convertible notes threshold percentage of stock price trigger | 130.00% | ||||||||||||||||
Amount greater than or equal to immediately preceding calender quater after initial issuance of notes. | $ 3,000,000 | ||||||||||||||||
Amount greater than or equal to immediately preceding calender quater thereafter | $ 2,000,000 | ||||||||||||||||
Subcription agreement terms | The Company shall be obligated to register the Notes and the shares issuable upon conversion of the Notes. The obligations of the Note Investors to consummate the subscriptions provided for in the Subscription Agreements are conditioned upon, among other things, (i) there shall have been no amendment, waiver or modification to the Merger Agreement that materially and adversely affects the Company or the Note Investor’s investment in the Company, other than amendments, waivers or modifications pursuant to the terms of the Merger Agreement, (ii) the Company shall not have entered into any Other Subscription Agreement (as defined in the Subscription Agreement), including through amendment, waiver or modification of the terms of an any Other Subscription Agreement, with a lower purchase price per $1,000 principal amount of the Notes or other terms (economic or otherwise) substantially more favorable to such other subscriber or investor than as set forth in the Subscription Agreement unless the Note Investor has been offered substantially the same terms or benefits; and (iii) there has not occurred any Company Material Adverse Effect (as defined in the Merger Agreement) or Company Material Adverse Effect (as defined in the Subscription Agreement). | ||||||||||||||||
GigCapital4, Inc | Subsequent Events | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Stock split ratio on common stock | 1.2 | ||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||||||
Transaction costs | $ 20,399,474 | ||||||||||||||||
Deferred underwriting fees | 12,558,000 | ||||||||||||||||
Offering costs | $ 665,474 | ||||||||||||||||
Common stock redemption percentage | 100.00% | ||||||||||||||||
Public shares redemption percentage | 100.00% | ||||||||||||||||
Amount held in the trust account | $ 358,800,000 | ||||||||||||||||
Buisiness combination financed from Proceeds from Issuance of Private Placement | $ 361,954,526 | ||||||||||||||||
Open Solutions Group, LLC | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Equity method investment, Ownership percentage | 100.00% | ||||||||||||||||
PCI Strategic Management, LLC | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Equity method investment, Ownership percentage | 100.00% | ||||||||||||||||
Merger Agreement | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred | $ 1,312,100,000 | $ 1,125,000,000 | |||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 75,000,000 | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | 10.00. BBAI Holdings, as the sole member of BigBear.ai, shall be paid the Aggregate Merger Consideration. | ||||||||||||||||
Number of common stock share per warrant | $ / shares | $ 100 | ||||||||||||||||
Merger Agreement | Previously Reported | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred | $ 1,565,000,000 | ||||||||||||||||
Minimum | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||||||
Maximum | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Net interest to pay dissolution expenses | $ 100,000 | 100,000 | |||||||||||||||
Maturity period of US government treasury bills | 185 days | ||||||||||||||||
Founder [Member] | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Buisiness combination financed from Proceeds from Issuance of Private Placement | $ 8,500,000 | ||||||||||||||||
Underwriters | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Transaction costs | $ 7,176,000 | ||||||||||||||||
Underwriters | GigCapital4, Inc | Subsequent Events | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Transaction costs | $ 7,176,000 | ||||||||||||||||
Ultimate Surviving Corporation | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Reserve rate of fully diluted | 10.00% | ||||||||||||||||
Evergreen provision percentage of common stock issued and outstanding | 5.00% | ||||||||||||||||
Oppenheimer and Nomura | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Buisiness combination financed from Proceeds from Issuance of Private Placement | $ 1,560,000 | ||||||||||||||||
Underwriting Agreement | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Proceeds from sale of common stock to Founder | $ 358,800,000 | ||||||||||||||||
IPO | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||
IPO | GigCapital4, Inc | Subsequent Events | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Sale of common stock, Shares | shares | 35,880,000 | ||||||||||||||||
Sale of units in private placement | shares | 31,200,000 | ||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | |||||||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 351,624,000 | ||||||||||||||||
IPO | Underwriting Agreement | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Sale of common stock, Shares | shares | 35,880,000 | ||||||||||||||||
Private Placement | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Proceeds from sale of common stock to Founder | $ 7,176,000 | ||||||||||||||||
Sale of units in private placement | shares | 1,099,600 | 249,600 | |||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 10,996,000 | ||||||||||||||||
Tangible assets, net | $ 5,000,001 | ||||||||||||||||
Cash and cash equivalents | $ 350,000,000 | ||||||||||||||||
Private Placement | Founder [Member] | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Sale of units in private placement | shares | 850,000 | ||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 8,500,000 | ||||||||||||||||
Private Placement | Underwriters | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Sale of units in private placement | shares | 249,600 | 249,600 | 249,600 | ||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | |||||||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 2,496,000 | ||||||||||||||||
Private Placement | Founders | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Sale of units in private placement | shares | 850,000 | 850,000 | |||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||||||
Underwriter Fees | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Transaction costs | $ 7,176,000 | ||||||||||||||||
Over-Allotment Option | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Sale of common stock, Shares | shares | 4,680,000 | 249,600 | 249,600 | ||||||||||||||
Sale of units in private placement | shares | 249,600 | ||||||||||||||||
Amount held in the trust account | $ 358,800,000 | ||||||||||||||||
Buisiness combination financed from Proceeds from Issuance of Private Placement | 2,496,000 | $ 2,496,000 | |||||||||||||||
Over-Allotment Option | GigCapital4, Inc | Subsequent Events | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Sale of common stock, Shares | shares | 4,680,000 | ||||||||||||||||
Over-Allotment Option | Oppenheimer and Nomura | GigCapital4, Inc | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||||
Buisiness combination financed from Proceeds from Issuance of Private Placement | $ 2,496,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 03, 2020 | Oct. 22, 2020 | May 21, 2020 | Dec. 31, 2017 | |
Class Of Stock [Line Items] | |||||||||||||||||
Basic and diluted net (loss) income per unit | $ (31.46) | $ 0.73 | $ (8.55) | $ (78) | $ (87.58) | ||||||||||||
Issuance of Insider shares for no consideration, Shares | 18,000 | ||||||||||||||||
Offering costs charged to stockholders' equity upon completion of offering | $ 20,397,899 | ||||||||||||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Commodity contract asset, Current | 2,575,000 | 2,575,000 | 2,575,000 | 2,575,000 | $ 269,000 | ||||||||||||
Contract liabilities | 541,000 | 541,000 | $ 2,136,000 | 541,000 | 2,136,000 | 541,000 | 0 | ||||||||||
Revenue remaining performance obligation amount | $ 108,843,000 | $ 108,843,000 | $ 158,150,000 | $ 108,843,000 | $ 158,150,000 | $ 108,843,000 | |||||||||||
Revenue remaining performance obligation percentage | 94.00% | 94.00% | 94.00% | 94.00% | 94.00% | 94.00% | |||||||||||
Income tax examination likelihood of unfavorable settlement percent | 50.00% | ||||||||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Cash and cash equivalents | $ 9,704,000 | $ 9,704,000 | $ 10,776,000 | $ 4,340,000 | $ 4,340,000 | 9,704,000 | $ 10,776,000 | 9,704,000 | 1,644,000 | $ 380,000 | $ 364,000 | $ 0 | $ 1,149,000 | ||||
Selling, General and Administrative Expenses [Member] | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Advertising expense | 35,000 | 57,000 | $ 42,000 | $ 11,000 | |||||||||||||
GigCapital4, Inc | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Decrease in additional paid in capital due to change in carrying value of common stock subject to possible redemption | 17,000,000 | ||||||||||||||||
Basic and diluted net (loss) income per unit | $ (0.01) | ||||||||||||||||
Shares Forfeited Subsequent To Expiration Of Underwriters Over Allotment Option | 1,170,000 | 1,170,000 | |||||||||||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | 0 | 0 | |||||||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | 0 | 0 | |||||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | |||||||||||||
Cash and cash equivalents | $ 150,000 | 150,000 | $ 982,249 | 150,000 | $ 982,249 | 150,000 | $ 0 | ||||||||||
Common Stock Subject to Possible Redemption | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Basic and diluted net (loss) income per unit | $ 0 | $ 0 | |||||||||||||||
Common Stock Subject to Possible Redemption | GigCapital4, Inc | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Reclassifications of shares from permanent equity to temporary | 1,695,412 | ||||||||||||||||
Reclassifications of permanent equity to temporary | $ 15,200,000 | $ 17,000,000 | |||||||||||||||
Basic and diluted net (loss) income per unit | $ 0 | $ 0 | |||||||||||||||
Shares Forfeited Subsequent To Expiration Of Underwriters Over Allotment Option | 1,170,000 | ||||||||||||||||
Non-Redeemable Common Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Basic and diluted net (loss) income per unit | (0.19) | $ 0.02 | $ 0.06 | (0.43) | |||||||||||||
Non-Redeemable Common Stock | GigCapital4, Inc | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Basic and diluted net (loss) income per unit | $ (0.19) | $ 0.03 | $ (0.43) | ||||||||||||||
Minimum | GigCapital4, Inc | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Loss per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator | ||||||||||
Net income (loss) | $ (3,146,000) | $ 73,000 | $ (855,000) | $ (7,838,000) | $ (8,758,000) | $ 5,289,000 | $ 6,246,000 | $ 3,863,000 | ||
Denominator | ||||||||||
Basic and diluted weighted average shares outstanding | 100 | 100 | 100 | 100 | 100 | |||||
Net income (loss) per share common stock, basic and diluted | $ (31.46) | $ 0.73 | $ (8.55) | $ (78) | $ (87.58) | |||||
Common Stock Subject to Possible Redemption | ||||||||||
Numerator | ||||||||||
Interest earned on marketable securities held in Trust Account, net of taxes | $ 6,346 | $ 14,144 | ||||||||
Net income attributable to common stock subject to possible redemption | $ 6,346 | $ 14,144 | ||||||||
Denominator | ||||||||||
Basic and diluted weighted average shares outstanding | 35,880,000 | 30,491,429 | ||||||||
Net income (loss) per share common stock, basic and diluted | $ 0 | $ 0 | ||||||||
Non-Redeemable Common Stock | ||||||||||
Numerator | ||||||||||
Net income (loss) | $ (1,924,883) | $ (4,280,092) | ||||||||
Net income attributable to common stock subject to possible redemption | (6,346) | (14,144) | ||||||||
Net loss attributable to non-redeemable common stock | $ (1,931,229) | $ (4,294,236) | ||||||||
Denominator | ||||||||||
Basic and diluted weighted average shares outstanding | 10,051,600 | 9,886,459 | ||||||||
Net income (loss) per share common stock, basic and diluted | $ (0.19) | $ 0.02 | $ 0.06 | $ (0.43) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Useful Life of Property and Equipment (Details) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Useful Life | 3 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Useful Life | 7 years | |
Laboratory equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Useful Life | 5 years | |
Laboratory equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Useful Life | 10 years | |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Useful Life | 3 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Useful Life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Useful Life | 5 or lease term |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Identifiable Assets and Liabilities Assumed at Fair Value in Business Combination (Details) - USD ($) $ in Thousands | Dec. 21, 2020 | Dec. 02, 2020 | Oct. 23, 2020 | Jun. 19, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 21, 2020 |
Business Acquisition [Line Items] | ||||||||||||
Cash paid | $ 26,843 | $ 184,714 | $ 224 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Liabilities: | ||||||||||||
Goodwill | $ 91,271 | $ 91,636 | $ 0 | |||||||||
NuWave Acquisition | ||||||||||||
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 | 20,362 | |||||||||||
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 | |||||||||||
Prepaid expenses and other current assets | 383 | |||||||||||
Property and equipment | 218 | |||||||||||
Other non-current assets | 5 | |||||||||||
Intangible assets | 22,800 | |||||||||||
Total | 35,049 | |||||||||||
Liabilities: | ||||||||||||
Accounts payable | 1,131 | |||||||||||
Accrued liabilities | 4,062 | |||||||||||
Accrued liabilities | 3,776 | |||||||||||
Deferred tax liability | 1,033 | |||||||||||
Total | 6,226 | |||||||||||
Total | 5,940 | |||||||||||
Fair value of net identifiable assets acquired | 28,823 | |||||||||||
Fair value of net identifiable assets acquired | 29,109 | |||||||||||
Goodwill | 35,252 | |||||||||||
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 | |||||||||||
Prepaid expenses and other current assets | 89 | |||||||||||
Property and equipment | 305 | |||||||||||
Other non-current assets | 48 | |||||||||||
Intangible assets | 30,800 | |||||||||||
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 | |||||||||||
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 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 | |||||||||||
Total | 26,152 | |||||||||||
Liabilities: | ||||||||||||
Accounts payable | 2 | |||||||||||
Contract liabilities | 501 | |||||||||||
Accrued liabilities | 1,039 | |||||||||||
Accrued liabilities | 960 | |||||||||||
Total | 1,542 | |||||||||||
Total | 1,463 | |||||||||||
Fair value of net identifiable assets acquired | 24,689 | |||||||||||
Fair value of net identifiable assets acquired | 24,610 | |||||||||||
Goodwill | 19,108 | |||||||||||
Goodwill | $ 19,029 |
Business Combinations - Sched_2
Business Combinations - Schedule of Recognized Intangible Assets Acquired in Business Combination (Details) - USD ($) $ in Thousands | Dec. 21, 2020 | Dec. 02, 2020 | Oct. 23, 2020 | Jun. 19, 2020 |
NuWave Acquisition | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 16,200 | |||
NuWave Acquisition | Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 5,400 | |||
NuWave Acquisition | Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 10,800 | |||
PCI Acquisition | Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 22,800 | |||
Open Solutions Acquisition | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 30,800 | |||
Open Solutions Acquisition | Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 10,300 | |||
Open Solutions Acquisition | Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 20,500 | |||
ProModel Acquisition | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 21,700 | |||
ProModel Acquisition | Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 7,000 | |||
ProModel Acquisition | Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 14,700 |
Business Combinations - Sched_3
Business Combinations - Schedule of Proforma Information (Details) - ProModel Acquisition - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 36,035 | $ 105,749 | $ 138,992 | $ 121,231 |
Net income | $ 2,844 | $ 11,029 | $ 3,903 | $ 11,772 |
Business Combinations - Additio
Business Combinations - Additional Information (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 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||||||||
Increase in accrued liabilities | $ 321 | $ 1,224 | $ 4,733 | $ 1,313 | $ 504 | $ 735 | $ 954 | |||||||||
NuWave Acquisition | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination percentage of voting interests acquired | 100.00% | |||||||||||||||
Business combination equity interest issuable number of shares | 2,900,000 | |||||||||||||||
Escrow deposit | $ 300 | |||||||||||||||
Escrow deposit adjustments | $ 150 | |||||||||||||||
Business combination, Separately recognized transactions, revenues and gains recognized | $ 13,725 | |||||||||||||||
Business combination, Separately recognized transactions, Net income and loss | 118 | |||||||||||||||
NuWave Acquisition | Transaction Expenses | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination, Acquisition related costs | $ 1,662 | |||||||||||||||
PCI Acquisition | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination percentage of voting interests acquired | 100.00% | |||||||||||||||
Business combination equity interest issuable number of shares | 8,142,985 | |||||||||||||||
Escrow deposit | $ 325 | |||||||||||||||
Escrow deposit adjustments | 650 | |||||||||||||||
Increase in accrued liabilities | 286 | |||||||||||||||
Increase in goodwill | $ 286 | |||||||||||||||
Business combination, Separately recognized transactions, revenues and gains recognized | $ 15,584 | |||||||||||||||
Business combination, Separately recognized transactions, Net income and loss | 288 | |||||||||||||||
PCI Acquisition | Transaction Expenses | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination, Acquisition related costs | 3,484 | |||||||||||||||
Open Solutions Acquisition | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination percentage of voting interests acquired | 100.00% | |||||||||||||||
Business combination equity interest issuable number of shares | 2,144,812 | |||||||||||||||
Escrow deposit | $ 285 | |||||||||||||||
Escrow deposit adjustments | 372 | |||||||||||||||
Representative expense fund | $ 150 | |||||||||||||||
Business combination, Separately recognized transactions, revenues and gains recognized | $ 1,855 | |||||||||||||||
Business combination, Separately recognized transactions, Net income and loss | 64 | |||||||||||||||
Open Solutions Acquisition | Transaction Expenses | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination, Acquisition related costs | 2,432 | |||||||||||||||
ProModel Acquisition | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination percentage of voting interests acquired | 100.00% | |||||||||||||||
Escrow deposit | $ 425 | |||||||||||||||
Escrow deposit adjustments | 2,557 | |||||||||||||||
Increase in accrued liabilities | 79 | |||||||||||||||
Increase in goodwill | $ 79 | |||||||||||||||
Business combination, Acquisition related costs | $ 1,662 | |||||||||||||||
Business combination, Separately recognized transactions, revenues and gains recognized | $ 388 | |||||||||||||||
Business combination, Separately recognized transactions, Net income and loss | 19 | |||||||||||||||
ProModel Acquisition | Transaction Expenses | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination, Acquisition related costs | 2,513 | |||||||||||||||
Business combination, transaction costs | $ 10,091 | $ 10,091 | $ 10,091 | $ 10,091 | $ 10,091 | $ 10,091 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||||
Capitalized advisory costs | [1] | $ 4,471 | ||
Prepaid Expense, Current | 1,704 | $ 586 | ||
Pre-contract costs | [2] | 245 | ||
Other current assets | 55 | |||
Total | $ 6,420 | $ 641 | $ 310 | |
[1] | The anticipated Merger between GigCapital4, Inc. and BigBear will be accounted for as a reverse recapitalization in which GigCapital4 is treated as the acquired company. Accordingly, any direct and incremental costs associated with the Merger, including but not limited to, certain legal, financial advisor, and accounting costs are capitalized as assets and will be reclassified as a reduction to additional paid in capital upon completion of the Merger. Capitalized advisory costs were $4,471 at September 30, 2021 and $0 at December 31, 2020. | |||
[2] | Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and the contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs). Pre-contract costs that are initially capitalized in prepaid assets and other current assets are generally recognized as cost of revenues consistent with the transfer of products or services to the customer upon the receipt of the anticipated contract. All other pre-contract costs, including start-up costs, are expensed as incurred. As of September 30, 2021 and December 31, 2020, $245 and $0 of pre-contract costs were included in prepaid expenses and other current assets, respectively. |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Capitalized advisory costs | [1] | $ 4,471 | |
Pre-contract costs | [2] | 245 | |
Prepaid Expenses and Other Current Assets | |||
Capitalized advisory costs | 4,471 | $ 0 | |
Pre-contract costs | $ 245 | $ 0 | |
[1] | The anticipated Merger between GigCapital4, Inc. and BigBear will be accounted for as a reverse recapitalization in which GigCapital4 is treated as the acquired company. Accordingly, any direct and incremental costs associated with the Merger, including but not limited to, certain legal, financial advisor, and accounting costs are capitalized as assets and will be reclassified as a reduction to additional paid in capital upon completion of the Merger. Capitalized advisory costs were $4,471 at September 30, 2021 and $0 at December 31, 2020. | ||
[2] | Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and the contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs). Pre-contract costs that are initially capitalized in prepaid assets and other current assets are generally recognized as cost of revenues consistent with the transfer of products or services to the customer upon the receipt of the anticipated contract. All other pre-contract costs, including start-up costs, are expensed as incurred. As of September 30, 2021 and December 31, 2020, $245 and $0 of pre-contract costs were included in prepaid expenses and other current assets, respectively. |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (26) | $ (594) | |
Property and equipment, net | $ 1,213 | 863 | 149 |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 307 | 226 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 400 | 249 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 0 | 31 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 102 | 2 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 80 | 95 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 0 | $ 140 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 26 | $ 52 | $ 50 | $ 50 |
Goodwill - Schedule of Carrying
Goodwill - Schedule of Carrying Amount of Successor's Goodwill (Details) $ in Thousands | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill [Line Items] | |
As of May 22, 2020 | $ 0 |
As of December 31, 2020 | 91,271 |
Cyber And Engineering | |
Goodwill [Line Items] | |
As of May 22, 2020 | 0 |
As of December 31, 2020 | 34,966 |
Analytics | |
Goodwill [Line Items] | |
As of May 22, 2020 | 0 |
As of December 31, 2020 | 56,305 |
Goodwill arising from the PCI acquisition | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 34,966 |
Goodwill arising from the PCI acquisition | Cyber And Engineering | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 34,966 |
Goodwill arising from the PCI acquisition | Analytics | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 0 |
Goodwill arising from the NuWave acquisition | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 10,419 |
Goodwill arising from the NuWave acquisition | Cyber And Engineering | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 0 |
Goodwill arising from the NuWave acquisition | Analytics | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 10,419 |
Goodwill arising from the Open Solutions acquisition | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 26,857 |
Goodwill arising from the Open Solutions acquisition | Cyber And Engineering | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 0 |
Goodwill arising from the Open Solutions acquisition | Analytics | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 26,857 |
Goodwill arising from the ProModel acquisition | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 19,029 |
Goodwill arising from the ProModel acquisition | Cyber And Engineering | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | 0 |
Goodwill arising from the ProModel acquisition | Analytics | |
Goodwill [Line Items] | |
Goodwill arising from acquisition | $ 19,029 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | May 21, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | |||||
Goodwill | $ 91,636 | $ 91,271 | $ 0 | ||
Predecessor | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 0 | $ 0 | $ 0 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Finite-Lived Intangible Assets (Details) $ in Thousands | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 91,500 |
Accumulated amortization | (1,002) |
Net carrying amount | 90,498 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | 68,800 |
Accumulated amortization | (610) |
Net carrying amount | $ 68,190 |
Weighted average useful life in years | 20 years |
Technology-Based Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 22,700 |
Accumulated amortization | (392) |
Net carrying amount | $ 22,308 |
Weighted average useful life in years | 7 years |
Intangible Assets, net - Additi
Intangible Assets, net - Additional Information (Details) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Amortization expense related to intangible assets | $ 1,002 | $ 0 | $ 0 | $ 0 |
Estimated amortization, year one | 6,683 | |||
Estimated amortization, year two | 6,683 | |||
Estimated amortization, year three | 6,683 | |||
Estimated amortization, year four | 6,683 | |||
Estimated amortization, year five | $ 6,683 |
Offering - Additional Informati
Offering - Additional Information (Details) - USD ($) | Feb. 12, 2021 | Feb. 11, 2021 | Feb. 11, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Class Of Stock [Line Items] | ||||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||
Period after business combination when warrants become exercisable | 30 days | |||||
Period after offering when warrants become exercisable | 12 days | |||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||
Redemption price per warrant | $ 0.01 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||
Minimum price per share required for redemption of warrants | $ 18 | |||||
GigCapital4, Inc | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock, Shares | 35,880,000 | 156,000 | ||||
Sale of stock price per unit | $ 10 | $ 10 | 10 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Number of public warrants to be exercised in order to obtain whole shares of common stock | 3 | |||||
Number of shares of common stock per unit | 1 | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||
Period after business combination when warrants become exercisable | 30 days | |||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||
Period allotted to complete the business combination | 24 months | |||||
Redemption price per warrant | $ 0.01 | $ 0.01 | ||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||
Underwriters option period | 45 days | |||||
Paid an underwriting discount in cash | $ 0.20 | 0.20 | ||||
Deferred underwriting commissions per unit | $ 0.35 | $ 0.35 | ||||
Aggregate deferred underwriting commissions | $ 10,920,000 | $ 12,558,000 | ||||
Option to purchase additional units to cover over-allotments | 4,680,000 | |||||
Proceeds from Issuance of Private Placement to Units | $ 1,560,000 | |||||
GigCapital4, Inc | Subsequent Events | ||||||
Class Of Stock [Line Items] | ||||||
Sale of stock price per unit | $ 10 | |||||
Number of public warrants to be exercised in order to obtain whole shares of common stock | 3 | |||||
Number of shares of common stock per unit | 1 | 1 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |||
Proceeds from Issuance of Private Placement to Units | $ 361,954,526 | |||||
Over-Allotment Option | GigCapital4, Inc | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock, Shares | 4,680,000 | 249,600 | 249,600 | |||
Underwriters option period | 45 days | |||||
Aggregate deferred underwriting commissions | $ 12,558,000 | |||||
Option to purchase additional units to cover over-allotments | 4,680,000 | 4,680,000 | ||||
Proceeds from Issuance of Private Placement to Units | $ 2,496,000 | $ 2,496,000 | ||||
Over-Allotment Option | GigCapital4, Inc | Subsequent Events | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock, Shares | 4,680,000 | |||||
Warrants | GigCapital4, Inc | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock, Shares | 31,200,000 | |||||
Sale of units description | Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), and one-third (1/3) of one redeemable warrant (a “Public Warrant”) | Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value and one-third (1/3) of one warrant to purchase one share ofcommon stock (the “Public Warrants”). | ||||
Exercise price of warrants | $ 11.50 | |||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||
Period after business combination when warrants become exercisable | 30 days | 30 days | ||||
Period after offering when warrants become exercisable | 12 months | 12 months | ||||
Warrants exercisable expiration period after completion of business combination | 5 years | 5 years | ||||
Period allotted to complete the business combination | 24 days | 24 months | ||||
Net cash settlement value of warrants | $ 0 | $ 0 | ||||
Redemption price per warrant | $ 0.01 | $ 0.01 | ||||
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | ||||
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | $ 18 | |||
Warrants redemption covenant, threshold trading days | 20 days | 20 days | ||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | 30 days | ||||
Warrants | GigCapital4, Inc | Subsequent Events | ||||||
Class Of Stock [Line Items] | ||||||
Sale of units description | Each Public Unit consists of one share of common stock and one-third (1/3) of a Public Warrant. | Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one-third (1/3) of one Public Warrant. | ||||
Warrants | Over-Allotment Option | GigCapital4, Inc | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock, Shares | 4,680,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 11, 2021 | Feb. 11, 2021 | Feb. 01, 2021 | Dec. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | ||||||||
Related party transaction amounts of compensation paid or accrued | $ 15,000 | $ 25,000 | ||||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||||
Period after business combination when warrants become exercisable | 30 days | |||||||
Period after offering when warrants become exercisable | 12 days | |||||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||||
Redemption price per warrant | $ 0.01 | |||||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||||
Minimum price per share required for redemption of warrants | $ 18 | |||||||
Holding period of shares for completion of business combination | 12 days | |||||||
Stock price threshold that allows transfer of shares | $ 12 | |||||||
Period after business combination to allow transfer of shares | 90 days | |||||||
Repayments of Related Party Debt | $ 125,000 | |||||||
GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock, Shares | 35,880,000 | 156,000 | ||||||
Proceeds from sale of common stock to Founder | $ 351,624,000 | $ 25,000 | ||||||
Sale of common stock price per share | $ 9.83 | $ 9.83 | $ 0.0027927 | $ 0.0027927 | $ 0.0027927 | |||
Common stock issued in consideration for future service | 6,000 | |||||||
Sale of units in private placement | 35,880,000 | |||||||
Sale of stock price per unit | $ 10 | $ 10 | $ 10 | |||||
Number of shares of common stock per unit | 1 | 1 | 1 | 1 | 1 | |||
Number of shares forfeited | 1,170,000 | 1,170,000 | ||||||
Share issued percentage | 20.00% | |||||||
Share outstanding percentage | 20.00% | |||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||||
Period after business combination when warrants become exercisable | 30 days | |||||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||||
Period allotted to complete the business combination | 24 months | |||||||
Redemption price per warrant | $ 0.01 | $ 0.01 | ||||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||||
Holding period of shares for completion of business combination | 12 days | |||||||
Number of trading period for transfer of shares | 20 days | |||||||
Number of consecutive trading period for transfer of shares | 30 days | |||||||
Period after completion of business combination to allow transfer of shares | 30 days | 30 days | ||||||
Repayments of Related Party Debt | $ 125,000 | |||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expense related to consulting services | 675,000 | |||||||
Related party transaction payments to business financial and management consulting services | $ 414 | |||||||
Management | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amounts of compensation paid or accrued | 56 | 172,000 | ||||||
Related party transaction purchases made during the year | $ 25 | $ 86,000 | ||||||
Maximum | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Period after business combination to allow transfer of shares | 90 days | |||||||
Private Placement | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of common stock to Founder | $ 7,176,000 | |||||||
Sale of units in private placement | 1,099,600 | 249,600 | ||||||
Sale of stock price per unit | $ 10 | $ 10 | $ 10 | |||||
Insider Shares Grant Agreements | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Effective Date Of Grant Award Agreement | Feb. 8, 2021 | Feb. 8, 2021 | ||||||
Common Stock | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock, Shares | 8,952,000 | 35,880,000 | ||||||
Stock price threshold that allows transfer of shares | $ 12 | |||||||
Common Stock | Maximum | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exercise price of warrants | $ 9.20 | |||||||
Warrants | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock, Shares | 31,200,000 | |||||||
Sale of units description | Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), and one-third (1/3) of one redeemable warrant (a “Public Warrant”) | Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value and one-third (1/3) of one warrant to purchase one share ofcommon stock (the “Public Warrants”). | ||||||
Exercise price of warrants | $ 11.50 | |||||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||||
Period after business combination when warrants become exercisable | 30 days | 30 days | ||||||
Period after offering when warrants become exercisable | 12 months | 12 months | ||||||
Warrants exercisable expiration period after completion of business combination | 5 years | 5 years | ||||||
Period allotted to complete the business combination | 24 days | 24 months | ||||||
Net cash settlement value of warrants | $ 0 | $ 0 | ||||||
Redemption price per warrant | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | ||||||
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | $ 18 | |||||
Warrants redemption covenant, threshold trading days | 20 days | 20 days | ||||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | 30 days | ||||||
Warrants | Maximum | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exercise price of warrants | $ 9.20 | |||||||
Founders | Promissory Note | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, terms and manner of settlement | The promissory note was non-interest bearing and is unsecured and was repaid in full on February 10, 2021. | |||||||
Repayments of Related Party Debt | $ 125,000 | |||||||
Founders | Private Placement | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock price per share | $ 10 | |||||||
Sale of units in private placement | 850,000 | 850,000 | ||||||
Sale of stock price per unit | $ 10 | $ 10 | $ 10 | |||||
Number of shares of common stock per unit | 1 | 1 | 1 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Founders | Common Stock | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock, Shares | 8,952,000 | 8,952,000 | ||||||
Proceeds from sale of common stock to Founder | $ 25,000 | $ 25,000 | ||||||
Sale of common stock price per share | $ 0.0027927 | 0.0027927 | 0.0027927 | $ 0.0027927 | ||||
Number of shares forfeited | 1,170,000 | |||||||
Founders | Common Stock | Private Placement | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock, Shares | 850,000 | |||||||
Ms Hayes | Insider Shares Grant Agreements | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued in consideration for future service | 12,000 | 12,000 | ||||||
Mr Weightman | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amounts of compensation paid or accrued | $ 10,000 | |||||||
Mr Weightman | Insider Shares Grant Agreements | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued in consideration for future service | 6,000 | 6,000 | ||||||
Underwriters | Private Placement | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock price per share | $ 10 | |||||||
Sale of units in private placement | 249,600 | 249,600 | 249,600 | |||||
Sale of stock price per unit | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Number of shares of common stock per unit | 1 | 1 | 1 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Underwriters | Common Stock | Private Placement | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock, Shares | 249,600 | |||||||
Founder and Underwriters | Private Placement | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of units in private placement | 850,000 | |||||||
Number of shares of common stock per unit | 1 | 1 | 1 | |||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock, $0.0001 par value and one-third (1/3) of one warrant (the “Private Placement Warrants”). | Each Private Placement Unit consists of one share of the Company’s Common Stock, and one-third (1/3) of one warrant (a “Private Placement Warrant”). | ||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Founder and Underwriters | Warrants | Private Placement | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of fractional shares issued upon exercise of warrants | 0 | |||||||
Period after business combination when warrants become exercisable | 30 days | |||||||
Period after offering when warrants become exercisable | 12 days | |||||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||||
Net cash settlement value of warrants | $ 0 | |||||||
Redemption price per warrant | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||||
Minimum price per share required for redemption of warrants | $ 18 | |||||||
Warrants redemption covenant, threshold trading days | 20 days | |||||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | |||||||
Founder and Underwriters | Warrants | Private Placement | Maximum | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Period allotted to complete the business combination | 24 days | |||||||
Affiliate Of Sponsor | Office Space, Administrative Services and Secretarial Support | GigCapital4, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amounts of compensation paid or accrued | $ 25,000 | |||||||
Peter Cannito | Acquisition of PCI | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction accrued compensation settled in common units | $ 650 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | Feb. 11, 2021 | Feb. 11, 2021 | Jun. 11, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 03, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||||||||||
Common stock, shares outstanding | 8,952,000 | 8,952,000 | 10,069,600 | 11,765,012 | |||||||
Period after business combination when warrants become exercisable | 30 days | ||||||||||
Period after offering when warrants become exercisable | 12 days | ||||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | ||||||||||
Redemption price per warrant | $ 0.01 | ||||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||||||||
Minimum price per share required for redemption of warrants | $ 18 | ||||||||||
Common units issued | 100 | 100 | |||||||||
Common units outstanding | 100 | 100 | |||||||||
Successor | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common units issued | 100 | 100 | 100 | ||||||||
Common units outstanding | 100 | 100 | 100 | ||||||||
Class A Units | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common units issued | 900 | 900 | 900 | ||||||||
Common units outstanding | 900 | 900 | 900 | ||||||||
Class B Units | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common units issued | 100 | ||||||||||
GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, shares issued | 8,952,000 | 8,952,000 | 10,069,600 | ||||||||
Common stock, shares outstanding | 8,952,000 | 8,952,000 | 10,069,600 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||||||
Period after business combination when warrants become exercisable | 30 days | ||||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | ||||||||||
Period allotted to complete the business combination | 24 months | ||||||||||
Redemption price per warrant | $ 0.01 | $ 0.01 | |||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||||||||
Number of shares forfeited | 1,170,000 | 1,170,000 | |||||||||
Non-Employee Consultants | Restricted Stock | GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Number of shares subject to forfeiture | 18,000 | ||||||||||
Minimum | Class B Units | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Amount for eligibility of capital transactions proceeds | $ 50,000,000 | ||||||||||
Common Stock | GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, voting rights per share | Holders of the Company’s common stock are entitled to one vote for each share of common stock. | Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock. | |||||||||
Common stock, shares issued | 8,952,000 | 8,952,000 | 10,069,600 | ||||||||
Common stock, shares outstanding | 8,952,000 | 8,952,000 | 0 | ||||||||
Temporary Equity, Shares Outstanding | 35,880,000 | ||||||||||
Common Stock | Maximum | GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Exercise price of warrants | $ 9.20 | ||||||||||
Preferred Stock | GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||
Warrants | GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Exercise price of warrants | $ 11.50 | ||||||||||
Percentage of warrants exercise price | 115.00% | ||||||||||
Period after business combination when warrants become exercisable | 30 days | 30 days | |||||||||
Period after offering when warrants become exercisable | 12 months | 12 months | |||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | 5 years | |||||||||
Period allotted to complete the business combination | 24 days | 24 months | |||||||||
Net cash settlement value of warrants | $ 0 | $ 0 | |||||||||
Redemption price per warrant | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | |||||||||
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | $ 18 | ||||||||
Warrants redemption covenant, threshold trading days | 20 days | 20 days | |||||||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | 30 days | |||||||||
Warrants or rights outstanding | 12,326,478 | ||||||||||
Warrants | Minimum | GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Percentage of aggregate gross proceeds of equity issuances | 65.00% | ||||||||||
Warrants | Maximum | GigCapital4, Inc | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Exercise price of warrants | $ 9.20 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Details) - GigCapital4, Inc [Member] | Sep. 30, 2021USD ($) |
ASSETS | |
Cash and marketable securities held in Trust Account | $ 358,817,210 |
Level 1 | |
ASSETS | |
Cash and marketable securities held in Trust Account | 358,817,210 |
Level 2 | |
Liabilities: | |
Warrant liability | $ 384,881 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Warrants Estimated with Assumptions (Details) - GigCapital4, Inc [Member] - $ / shares | Feb. 11, 2021 | Dec. 31, 2020 |
Stock Price | $ 9.83 | $ 0.0027927 |
Volatility | 10.00% | |
Risk free interest rate | 0.62% | |
Exercise price | $ 11.50 | |
Time to maturity - years | 6 years |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liability (Details) - Warrant Liability [Member] - GigCapital4, Inc [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Additions | $ 187,908 |
Change in fair value | 229,962 |
Transfers out of level 3 to level 2 | $ (417,870) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - GigCapital4, Inc - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Interest receivable on cash and marketable securities held in the Trust Account | $ 2,950 | |
Financial assets at fair value on recurring basis | $ 0 | |
Financial liabilities at fair value on recurring basis | $ 0 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | |||
Accrued payroll | $ 9,892 | $ 6,741 | $ 2,971 |
Accrued advisory fees | 2,161 | ||
Other accrued expenses | 315 | 529 | 83 |
Total | $ 12,368 | $ 7,270 | $ 3,054 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Thousands | Mar. 31, 2021USD ($) | Dec. 21, 2020USD ($) | Dec. 15, 2020USD ($) | Dec. 02, 2020USD ($) | Oct. 23, 2020USD ($) | Aug. 31, 2020USD ($) | Jun. 19, 2020USD ($) | Mar. 16, 2020 | Jan. 23, 2019USD ($) | Jan. 22, 2019USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2012USD ($) | Dec. 22, 2008USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument carrying amount | $ 110,675 | $ 110,000 | $ 110,675 | $ 0 | ||||||||||||||
Interest expense | 1,870 | 616 | 5,579 | |||||||||||||||
Base Rate [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||||||||||||||
Fed Funds Effective Rate Overnight Index Swap Rate [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |||||||||||||||||
Eurodollar [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||
Term Loan [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument carrying amount | 109,175 | 110,000 | 109,175 | 0 | ||||||||||||||
Line of credit facility, average outstanding amount | 110,000 | |||||||||||||||||
Unamortized debt issuance expense | 3,000 | |||||||||||||||||
Promissory Note One [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument maturity date | Jun. 30, 2021 | |||||||||||||||||
Debt instrument, periodic payment, principal | $ 15,200 | |||||||||||||||||
Debt instrument, periodic payment, interest | $ 65 | |||||||||||||||||
Debt Instrument, Face Amount | $ 15,200 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.10% | |||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | annually | |||||||||||||||||
Gaurantee Note One [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument maturity date | Aug. 31, 2021 | |||||||||||||||||
Debt instrument, periodic payment, principal | $ 15,200 | |||||||||||||||||
Debt instrument, periodic payment, interest | 122 | |||||||||||||||||
Debt Instrument, Face Amount | $ 15,200 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | |||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | annually | |||||||||||||||||
Promissory Note Two [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument maturity date | Oct. 23, 2021 | |||||||||||||||||
Debt instrument, periodic payment, principal | 29,200 | |||||||||||||||||
Debt instrument, periodic payment, interest | 138 | |||||||||||||||||
Debt Instrument, Face Amount | $ 29,200 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | |||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | annually | |||||||||||||||||
Promissory Note Three [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument maturity date | Oct. 2, 2021 | |||||||||||||||||
Debt instrument, periodic payment, principal | 31,700 | |||||||||||||||||
Debt instrument, periodic payment, interest | 48 | |||||||||||||||||
Debt Instrument, Face Amount | $ 31,700 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | |||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | annually | |||||||||||||||||
Antares Capital [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest Expense, Debt | $ 1,870 | 616 | $ 5,579 | |||||||||||||||
Antares Capital [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line credit | $ 15,000 | |||||||||||||||||
Line of credit maturity date | Dec. 21, 2026 | |||||||||||||||||
Proceeds from line of credit | 1,500 | |||||||||||||||||
Line of credit outstanding | 15,000 | |||||||||||||||||
Repayment of line of credit | 100 | |||||||||||||||||
Antares Capital [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Repayment of line of credit | 100 | |||||||||||||||||
Antares Capital [Member] | Term Loan [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument carrying amount | $ 110,000 | |||||||||||||||||
Debt instrument maturity date | Dec. 21, 2026 | |||||||||||||||||
Repayment of debt | 250 | |||||||||||||||||
Debt instrument periodic payment | $ 275 | |||||||||||||||||
Antares Capital [Member] | Term Loan [Member] | Minimum [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Repayment of debt | $ 250 | |||||||||||||||||
Columbia Bank [Member] | Line of Credit [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 350 | |||||||||||||||||
Line of credit facility, borrowing capacity, rate | 90 | |||||||||||||||||
Columbia Bank [Member] | Line of Credit [Member] | Maximum [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 4,500 | |||||||||||||||||
Columbia Bank [Member] | Line of Credit [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit facility, interest rate description | variable interest rate at the prime rate plus 1% with a floor of 5%. | |||||||||||||||||
Debt instrument, periodic payment, principal | $ 2,000 | |||||||||||||||||
Debt instrument, periodic payment, interest | $ 32 | |||||||||||||||||
Columbia Bank [Member] | Line of Credit [Member] | Base Rate [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 5.00% | |||||||||||||||||
Columbia Bank [Member] | Line of Credit [Member] | Prime Rate [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||||||||||||
Branch Banking And Trust Company [Member] | Line of Credit [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | |||||||||||||||||
Line of credit facility, interest rate description | The BB&T Line of Credit initially bore an interest at Prime Rate plus 0.25% which was changed to LIBOR rate plus 2.25% | |||||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.125% | |||||||||||||||||
Interest expense | $ 1 | $ 127 | $ 42 | |||||||||||||||
Branch Banking And Trust Company [Member] | Line of Credit [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument maturity date | Jan. 22, 2021 | |||||||||||||||||
Debt instrument, periodic payment, principal | $ 2,000 | |||||||||||||||||
Debt instrument, periodic payment, interest | $ 4 | |||||||||||||||||
Branch Banking And Trust Company [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||||||||||
Debt instrument, description of variable rate basis | LIBOR rate plus 2.25% | |||||||||||||||||
Branch Banking And Trust Company [Member] | Line of Credit [Member] | Prime Rate [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 0.25% | |||||||||||||||||
Branch Banking And Trust Company [Member] | Line of Credit [Member] | Maximum [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument maturity date | Jun. 15, 2022 |
Debt - Summary of Debt Balance
Debt - Summary of Debt Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Total debt | $ 110,675 | $ 110,000 | $ 0 |
Less: unamortized discounts and issuance costs | 2,628 | 3,006 | 0 |
Total debt, net | 108,047 | 106,994 | 0 |
Less: current portion | 2,600 | 1,100 | 0 |
Long-term debt, net | 105,447 | 105,894 | 0 |
Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Total debt | 109,175 | 110,000 | 0 |
Revolver [Member] | |||
Line of Credit Facility [Line Items] | |||
Total debt | $ 1,500 | $ 0 | $ 0 |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Long-Term Debt Outstanding (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Line Items] | |
2021 | $ 1,100 |
2022 | 1,100 |
2023 | 1,100 |
2024 | 1,100 |
2025 | 1,100 |
Thereafter | 104,500 |
Term Loan [Member] | |
Long-term Debt, Fiscal Year Maturity [Line Items] | |
2021 | 1,100 |
2022 | 1,100 |
2023 | 1,100 |
2024 | 1,100 |
2025 | 1,100 |
Thereafter | $ 104,500 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||||||||
Lessee, Operating Lease, Renewal Term | 5 years | 5 years | 5 years | |||||
Successor | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating leases rent expense | $ 404 | $ 45 | $ 45 | $ 198 | $ 1,155 | |||
Predecessor | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating leases rent expense | $ 134 | $ 367 | $ 336 | $ 323 | $ 290 | |||
Minimum [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lessee operating lease discount rate | 2.50% | 2.50% | 2.50% | |||||
Maximum [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lessee operating lease discount rate | 5.40% | 5.40% | 5.40% |
Leases - Schedule of Future Ann
Leases - Schedule of Future Annual Lease Payments For Operating Leases (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2021 | $ 1,449 |
2022 | 1,010 |
2023 | 703 |
2024 | 527 |
2025 | 460 |
Thereafter | 431 |
Total | $ 4,580 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - GigCapital4, Inc | 1 Months Ended |
Dec. 31, 2020USD ($) | |
Domestic | $ (34,096) |
Total | $ (34,096) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 7 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax (benefit) expense Federal: | ||||
Deferred | $ (2,047) | |||
Federal income tax expense (benefit), continuing operations | (2,047) | |||
Income tax (benefit) expense State: | ||||
Current | 4 | $ 11 | $ 11 | $ 5 |
Deferred | (590) | (8) | (2) | 7 |
State and local income tax expense (benefit), continuing operations | (586) | 3 | 9 | 12 |
Income tax (benefit) expense | $ (2,663) | $ 3 | $ 9 | $ 12 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||||||||||
Tax (benefit) expense at federal statutory rates | $ (2,199,000) | |||||||||
State income tax, net of federal tax benefit | (628,000) | $ 3,000 | $ 9,000 | $ 12,000 | ||||||
Transaction expenses | 119,000 | |||||||||
Other Permanent Differences | 75,000 | |||||||||
Income tax (benefit) expense | (2,633,000) | 3,000 | 9,000 | 12,000 | ||||||
GigCapital4, Inc | ||||||||||
Income Tax Disclosure [Line Items] | ||||||||||
Tax (benefit) expense at federal statutory rates | $ (7,160) | |||||||||
State income tax, net of federal tax benefit | (2,381) | |||||||||
Valuation allowance on start-up costs | 9,541 | |||||||||
Income tax (benefit) expense | $ 0 | $ (2,699) | $ (6,016) | |||||||
Successor | ||||||||||
Income Tax Disclosure [Line Items] | ||||||||||
Effective tax rate | 29.70% | (23.70%) | 25.70% | 27.30% | ||||||
Income tax (benefit) expense | $ 1,327,000 | $ 14,000 | $ 296,000 | $ 2,633,000 | $ 3,294,000 | |||||
Predecessor | ||||||||||
Income Tax Disclosure [Line Items] | ||||||||||
Effective tax rate | 0.00% | 0.10% | ||||||||
Income tax (benefit) expense | $ (7,000) | $ (3,000) | $ (9,000) | $ (12,000) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective income tax rate reconciliation at federal statutory income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | 0.00% | |||||
Provision for income taxes | $ 2,633,000 | $ (3,000) | $ (9,000) | $ (12,000) | ||||||
Deferred tax Assets, Valuation allowance | ||||||||||
Unrecognized tax benefits | 0 | 0 | ||||||||
Tax Period Indefinitely Carryforward [Member] | Domestic Tax Authority [Member] | ||||||||||
Operating loss carryforwards | 3,293,000 | 3,293,000 | ||||||||
Tax Period Two Thousand And Thirty One [Member] | State and Local Jurisdiction [Member] | ||||||||||
Operating loss carryforwards | 4,290,000 | 4,290,000 | ||||||||
GigCapital4, Inc | ||||||||||
Provision for income taxes | 0 | $ 2,699 | $ 6,016 | |||||||
Deferred tax Assets, Valuation allowance | 9,541 | 9,541 | ||||||||
Unrecognized tax benefits | 0 | 0 | ||||||||
Unrecognized Income Tax Penalties Accrued | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 891,000 | |
Deferred Tax Asset, Interest Carryforward | 161,000 | |
Interest carryforwards | 86,000 | |
Accrued expenses | 20,000 | |
Other assets | 20,000 | |
Total deferred tax assets | 1,178,000 | |
Valuation allowance | ||
Net deferred tax assets | 1,178,000 | |
Deferred tax liabilities: | ||
Depreciation and amortization | 204,000 | |
Prepaid expenses | 137,000 | |
Deferred revenue | 43,000 | $ 19,000 |
Total deferred tax liabilities | 384,000 | 19,000 |
Net deferred tax assets (liabilities) | 794,000 | $ 19,000 |
GigCapital4, Inc | ||
Start-up costs | 9,541 | |
Valuation allowance | (9,541) | |
Deferred tax assets: | ||
Valuation allowance | $ 9,541 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Four Zero One K Plan | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Employers contribution towards plan | $ 1,118 | $ 57 | $ 66 | $ 2,759 | ||||
PCI Four Zero One K Plan | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Employers contribution towards plan | $ 650 | |||||||
NuWave Four Zero One K Plan | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Employers contribution towards plan | 650 | |||||||
Open Solutions Four Zero One K Plan | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Employers contribution towards plan | 650 | |||||||
Predecessor | Four Zero One K Plan | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Employers contribution towards plan | $ 558 | $ 1,724 | $ 1,623 | $ 1,977 | $ 1,257 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - GigCapital4, Inc [Member] - USD ($) | Feb. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Other Commitments [Line Items] | |||
Option to purchase additional units to cover over-allotments | 4,680,000 | ||
Underwriters option period | 45 days | ||
Paid an underwriting discount in cash | $ 0.20 | $ 0.20 | |
Deferred underwriting commissions per unit | $ 0.35 | $ 0.35 | |
Aggregate deferred underwriting commissions | $ 10,920,000 | $ 12,558,000 | |
Sale of common stock, Shares | 35,880,000 | 156,000 | |
Proceeds from sale of Private Placement Units | $ 1,560,000 | ||
Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Option to purchase additional units to cover over-allotments | 4,680,000 | 4,680,000 | |
Over-allotment option, exercise date | Feb. 11, 2021 | ||
Underwriters option period | 45 days | ||
Aggregate deferred underwriting commissions | $ 12,558,000 | ||
Sale of common stock, Shares | 4,680,000 | 249,600 | 249,600 |
Proceeds from sale of Private Placement Units | $ 2,496,000 | $ 2,496,000 |
Reportable Segment Informatio_2
Reportable Segment Information - Summary of marketability of the products (Detail) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Revenue, Major Customer [Line Items] | |||
Revenues | $ 40,219 | $ 31,552 | $ 112,100 |
Segment adjusted gross margin | $ 14,443 | $ 11,369 | $ 38,743 |
Concentration Risk Percentage | 36.00% | 36.00% | 35.00% |
Research and development costs excluded from segment gross margin | $ (3,645) | $ (2,694) | $ (8,502) |
Operating Expenses [Abstract] | |||
Selling, general and administrative | 12,038 | 7,909 | 32,557 |
Research and development | 1,363 | 530 | 4,158 |
Transaction expenses | 10,091 | ||
Operating loss | (2,603) | (9,855) | (6,474) |
Interest expense | 1,870 | 616 | 5,579 |
Other income | 0 | 1 | |
Loss before taxes | (4,473) | (10,471) | (12,052) |
Cyber And Engineering [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | 19,229 | 15,584 | 58,039 |
Segment adjusted gross margin | $ 4,126 | $ 3,570 | $ 12,701 |
Concentration Risk Percentage | 21.00% | 23.00% | 22.00% |
Analytics [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 20,990 | $ 15,968 | $ 54,061 |
Segment adjusted gross margin | $ 10,317 | $ 7,799 | $ 26,042 |
Concentration Risk Percentage | 49.00% | 49.00% | 48.00% |
Reportable Segment Informatio_3
Reportable Segment Information - Additional Information (Detail) $ in Thousands | 7 Months Ended | 9 Months Ended | |
Dec. 31, 2020USD ($)Segments | Sep. 30, 2021USD ($)Segments | Dec. 31, 2019USD ($) | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Number of operating segments | Segments | 2 | 2 | |
Assets | $ 218,365 | $ 224,215 | $ 15,948 |
Number of reportable segments | Segments | 2 | 2 | |
Operating Segments [Member] | Cyber And Engineering [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 73,225 | $ 73,708 | |
Operating Segments [Member] | Analytics [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 143,978 | 139,239 | |
Operating Segments [Member] | Corporate [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,162 | $ 11,268 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 23, 2020 | Jun. 11, 2019 | Feb. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 29, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Selling, general and administrative | $ 12,038 | $ 7,909 | $ 32,557 | ||||||
Transaction expenses | 10,091 | ||||||||
Class B Unit Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Incentive units participation threshold | $ 1 | ||||||||
Class B Unit Incentive Plan [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity-based compensation expense | 80 | $ 104 | $ 0 | ||||||
Class B Unit Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Plan grant date fair value | $ 5.19 | ||||||||
Modified Class B Unit Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Plan Modification Date Fair Value | $ 9.06 | ||||||||
Equity-based compensation expense | 0 | ||||||||
Unrecognized compensation costs | 85,200 | 85,200 | |||||||
Class A Units [Member] | Board Of Directors [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Selling, general and administrative | $ 30 | 25 | $ 86 | ||||||
Class A Units [Member] | Peter Cannito | Transaction Expenses | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Transaction expenses | $ 650 | ||||||||
Class B Units [Member] | June 11 2019 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of units Vested as per vesting schedule | (10) | ||||||||
Number of units to be vest as per vesting schedule | 90 | ||||||||
Class B Units [Member] | Class B Unit Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options, Grants in Period, Gross | 100 | ||||||||
Units granted upon full vesting percentage of interest in the predecessor | 10.00% | ||||||||
Grant date fair value per unit amount | $ 4,982 | ||||||||
Unvested units fully vested for purchase consideration on the PCI acquisition | $ 731 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Fair Value Assumptions of Incentive Units at Grant Date and Modification Date (Detail) | Jun. 11, 2019 | Sep. 30, 2021 |
Class B Unit Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 25.80% | 57.00% |
Risk-free rate | 1.89% | 0.10% |
Time to exit (years) | 2 years 6 months | 1 year 7 months 6 days |
Modified Class B Unit Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 46.00% | |
Risk-free rate | 0.20% | |
Time to exit (years) | 1 year 2 months 12 days |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Changes in Outstanding Nonvested Incentive Units (Detail) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2019 | |
Class B Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance | 90 | 0 |
Granted | 100 | |
Vested | (10) | |
Ending Balance | 90 | |
Incentive Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance | 0 | |
Granted | 9,650,000 | |
Forfeited | (250,000) | |
Ending Balance | 9,400,000 |
Net (Loss) Income Per Unit - Sc
Net (Loss) Income Per Unit - Schedule of Basic And Diluted Net (Loss) Income Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator [Abstract] | ||||||||
Net (loss) income | $ (3,146) | $ 73 | $ (855) | $ (7,838) | $ (8,758) | $ 5,289 | $ 6,246 | $ 3,863 |
Denominator: | ||||||||
Weighted average Units outstanding – basic and diluted | 100 | 100 | 100 | 100 | 100 | |||
Basic and diluted net (loss) income per Unit | $ (31.46) | $ 0.73 | $ (8.55) | $ (78) | $ (87.58) |
Net (Loss) Income per Unit - Ad
Net (Loss) Income per Unit - Additional Information (Details) - shares | 7 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Potential dilutive units outstanding diluted | 0 | 0 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Concentration Risk Percentage | 36.00% | 36.00% | 35.00% | |
Contract asset balances | $ 2,863 | $ 2,575 | $ 2,863 | $ 269 |
Contract liability balances | 2,136 | 541 | 2,136 | $ 0 |
Contract with customer liability revenue recognized | 541 | |||
Revenue remaining performance obligation amount | $ 158,150 | $ 108,843 | $ 158,150 | |
Revenue remaining performance obligation percentage | 94.00% | 94.00% | 94.00% | |
Remaining Performance Obligations | 12 months | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration Risk Percentage | 10.00% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Minimum [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration Risk Percentage | 10.00% |
Revenues - Schedule of Net Reve
Revenues - Schedule of Net Revenues by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Successor | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Net revenues | $ 40,219 | $ 7,802 | $ 9,183 | $ 31,552 | $ 112,100 | ||||
Predecessor | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Net revenues | 17,899 | $ 55,093 | $ 59,765 | $ 73,626 | $ 49,439 | ||||
Firms fixed price [Member] | Successor | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Net revenues | 17,340 | 3,922 | 4,070 | 6,938 | 32,260 | ||||
Firms fixed price [Member] | Predecessor | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Net revenues | 639 | 1,883 | 2,216 | 3,753 | 3,265 | ||||
Time and materials [Member] | Successor | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Net revenues | $ 22,879 | 3,880 | $ 5,113 | $ 24,614 | $ 79,840 | ||||
Time and materials [Member] | Predecessor | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Net revenues | $ 17,260 | $ 53,210 | $ 57,549 | $ 69,873 | $ 46,174 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Successor | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 40,219 | $ 7,802 | $ 112,100 | $ 9,183 | $ 31,552 | |||
Percent of total revenues | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||
Successor | Cyber And Engineering [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 19,229 | $ 58,039 | $ 15,584 | |||||
Successor | Analytics [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | 20,990 | 54,061 | 15,968 | |||||
Successor | Customer A [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 7,994 | $ 3,837 | $ 24,503 | $ 3,957 | $ 8,075 | |||
Percent of total revenues | 20.00% | 49.00% | 22.00% | 43.00% | 26.00% | |||
Successor | Customer A [Member] | Cyber And Engineering [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 7,994 | $ 24,503 | $ 8,075 | |||||
Successor | Customer B [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 3,783 | $ 2,688 | $ 11,202 | $ 3,045 | $ 3,495 | |||
Percent of total revenues | 9.00% | 34.00% | 10.00% | 33.00% | 11.00% | |||
Successor | Customer B [Member] | Cyber And Engineering [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 3,783 | $ 11,202 | $ 3,495 | |||||
Successor | Customer C [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 6,010 | $ 6,010 | $ 5,498 | |||||
Percent of total revenues | 15.00% | 5.00% | 17.00% | |||||
Successor | Customer C [Member] | Analytics [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 6,010 | $ 6,010 | $ 5,498 | |||||
Successor | Customer D [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 5,494 | |||||||
Percent of total revenues | 17.00% | |||||||
Successor | Customer D [Member] | Analytics [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 5,494 | |||||||
Successor | All Others [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 22,432 | $ 1,277 | $ 70,385 | $ 2,181 | $ 8,990 | |||
Percent of total revenues | 56.00% | 17.00% | 63.00% | 24.00% | 29.00% | |||
Successor | All Others [Member] | Cyber And Engineering [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 7,452 | $ 22,334 | $ 4,014 | |||||
Successor | All Others [Member] | Analytics [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 14,980 | $ 48,051 | 4,976 | |||||
Predecessor | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 17,899 | $ 55,093 | $ 59,765 | $ 73,626 | $ 49,439 | |||
Percent of total revenues | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||
Predecessor | Customer A [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 13,719 | $ 31,091 | $ 26,049 | $ 34,137 | $ 21,878 | |||
Percent of total revenues | 77.00% | 56.00% | 44.00% | 46.00% | 44.00% | |||
Predecessor | Customer B [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 3,276 | $ 20,593 | $ 12,282 | $ 21,386 | $ 13,612 | |||
Percent of total revenues | 18.00% | 37.00% | 21.00% | 29.00% | 28.00% | |||
Predecessor | Customer C [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 5,510 | |||||||
Percent of total revenues | 11.00% | |||||||
Predecessor | All Others [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues earned from customers | $ 904 | $ 3,409 | $ 21,434 | $ 18,103 | $ 8,439 | |||
Percent of total revenues | 5.00% | 7.00% | 35.00% | 25.00% | 17.00% |
Schedule Of Disaggregation Of R
Schedule Of Disaggregation Of Revenues (parenthethical) (Details) | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Concentration Risk Percentage | 36.00% | 36.00% | 35.00% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk Percentage | 10.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Dec. 07, 2021USD ($)Day$ / sharesshares | Oct. 01, 2021USD ($)$ / sharesshares | Feb. 12, 2021USD ($) | Feb. 11, 2021USD ($)$ / sharesshares | Feb. 11, 2021USD ($)$ / sharesshares | Feb. 08, 2021USD ($)shares | Feb. 01, 2021USD ($)shares | Dec. 02, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jul. 29, 2021USD ($) | Feb. 28, 2021$ / shares | Feb. 16, 2021$ / shares |
Subsequent Event [Line Items] | |||||||||||||
Payment to affiliate of sponsor | $ 15,000 | $ 25,000 | |||||||||||
Increased amount of initial public offering | $ 312,000,000 | ||||||||||||
Class B Unit Incentive Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Incentive units participation threshold | $ / shares | $ 1 | ||||||||||||
Modified Class B Unit Incentive Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Unrecognized compensation costs | $ 85,200,000 | ||||||||||||
Mr Weightman | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Payment to affiliate of sponsor | $ 10,000 | ||||||||||||
GigCapital4, Inc | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock issued in consideration for future service | shares | 6,000 | ||||||||||||
Underwriters option period | 45 days | ||||||||||||
Option to purchase additional units to cover over-allotments | shares | 4,680,000 | ||||||||||||
Paid an underwriting discount in cash | $ / shares | $ 0.20 | $ 0.20 | |||||||||||
Deferred underwriting commissions per unit | $ / shares | $ 0.35 | $ 0.35 | |||||||||||
Aggregate deferred underwriting commissions | $ 10,920,000 | $ 12,558,000 | |||||||||||
Sale of common stock, Shares | shares | 35,880,000 | 156,000 | |||||||||||
Stock split, description | On February 8, 2021, the Company effected a 1.2:1 stock split of its common stock. All common stock share numbers and prices have been retroactively adjusted to reflect the stock split. | ||||||||||||
Stock split ratio on common stock | 1.2 | ||||||||||||
Sale of units | shares | 35,880,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | |||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | 1 | ||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||
Net proceeds from sale of units in initial public offering | $ 351,624,000 | ||||||||||||
Proceeds from sale of units in private placement | $ 1,560,000 | ||||||||||||
Amount held in trust account | 358,817,210 | ||||||||||||
Transaction costs | 593,899 | ||||||||||||
Deferred underwriting fees | $ 12,558,000 | ||||||||||||
Original offering cost | $ 663,899 | ||||||||||||
Convertible note payable | $ 200,000,000 | ||||||||||||
Debt instruments convertible price per share | $ / shares | $ 11.50 | ||||||||||||
GigCapital4, Inc | Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of common stock, Shares | shares | 31,200,000 | ||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||||||||
Sale of units description | Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), and one-third (1/3) of one redeemable warrant (a “Public Warrant”) | Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value and one-third (1/3) of one warrant to purchase one share ofcommon stock (the “Public Warrants”). | |||||||||||
GigCapital4, Inc | Over-Allotment Option | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Underwriters option period | 45 days | ||||||||||||
Option to purchase additional units to cover over-allotments | shares | 4,680,000 | 4,680,000 | |||||||||||
Over-allotment option, expiration date | Feb. 11, 2021 | ||||||||||||
Aggregate deferred underwriting commissions | $ 12,558,000 | ||||||||||||
Sale of common stock, Shares | shares | 4,680,000 | 249,600 | 249,600 | ||||||||||
Proceeds from sale of units or stock | $ 2,496,000 | ||||||||||||
Sale of units | shares | 249,600 | ||||||||||||
Proceeds from sale of units in private placement | $ 2,496,000 | $ 2,496,000 | |||||||||||
GigCapital4, Inc | Over-Allotment Option | Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of common stock, Shares | shares | 4,680,000 | ||||||||||||
GigCapital4, Inc | IPO | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Underwriters option period | 45 days | ||||||||||||
Paid an underwriting discount in cash | $ / shares | $ 0.20 | ||||||||||||
Common stock, par value | $ / shares | 0.0001 | ||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||||||||
Additional gross proceeds | $ 46,800,000 | ||||||||||||
Number of shares of common stock per unit | shares | 1 | ||||||||||||
GigCapital4, Inc | Private Placement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of units | shares | 1,099,600 | 249,600 | |||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||
Net proceeds from sale of units in initial public offering | $ 10,996,000 | ||||||||||||
GigCapital4, Inc | Mr Weightman | Insider Shares Grant Agreements | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock issued in consideration for future service | shares | 6,000 | 6,000 | |||||||||||
GigCapital4, Inc | Underwriters | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Transaction costs | $ 7,176,000 | ||||||||||||
GigCapital4, Inc | Underwriters | Private Placement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of units | shares | 249,600 | 249,600 | 249,600 | ||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | |||||||||||
Number of shares of common stock per unit | shares | 1 | ||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | 10 | |||||||||||
Net proceeds from sale of units in initial public offering | $ 2,496,000 | ||||||||||||
Maximum | GigCapital4, Inc | Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants | $ / shares | $ 9.20 | ||||||||||||
Maximum | GigCapital4, Inc | IPO | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Option to purchase additional units to cover over-allotments | shares | 4,680,000 | ||||||||||||
Subsequent Events | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds From The Trust Account | $ 110,021,000 | ||||||||||||
Subsequent Events | BBAI Holdings [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business combination equity interest issuable number of shares | shares | 105,000,000 | ||||||||||||
Subsequent Events | Gig Capital Four [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of units description | If shareholders sell any shares in the open market within the first month of the three-month period and at a price greater than $10.05, New BigBear will pay the shareholders $0.05 per share sold. | ||||||||||||
Business combination equity interest issuable number of shares | shares | 8,000,000 | ||||||||||||
Proceeds From The Trust Account | $ 101,021,000 | ||||||||||||
Business combination consdieration paid equity interests issuable or issued | $ 75,000,000 | ||||||||||||
Stock Issued During Period Shares New Issues To Advisors | shares | 1,495,320 | ||||||||||||
Repayment of Antares loan | $ 114,393,000 | ||||||||||||
Business combination, transaction costs | $ 19,750,000 | ||||||||||||
Line of credit interest rate during period | 6.00% | ||||||||||||
Debt instruments convertible price per share | $ / shares | $ 11.50 | ||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 180 | ||||||||||||
Business combination share price | $ / shares | $ 10.15 | ||||||||||||
Subsequent Events | Gig Capital Four [Member] | Convertible Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible note payable | $ 200,000,000 | ||||||||||||
Subsequent Events | Gig Capital Four [Member] | PIPE Financing [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Long term line of credit | $ 80,000,000 | ||||||||||||
Subsequent Events | Class B Unit Incentive Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Incentive units participation threshold | $ / shares | $ 1 | ||||||||||||
Subsequent Events | Modified Class B Unit Incentive Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Unrecognized compensation costs | $ 85,200,000 | ||||||||||||
Subsequent Events | GigCapital4, Inc | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sale of units or stock | $ 260,000,000 | ||||||||||||
Stock split ratio on common stock | 1.2 | ||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | |||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||
Proceeds from sale of units in private placement | $ 361,954,526 | ||||||||||||
Transaction costs | $ 20,399,474 | ||||||||||||
Deferred underwriting fees | 12,558,000 | ||||||||||||
Original offering cost | $ 665,474 | ||||||||||||
Subsequent Events | GigCapital4, Inc | Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of units description | Each Public Unit consists of one share of common stock and one-third (1/3) of a Public Warrant. | Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one-third (1/3) of one Public Warrant. | |||||||||||
Subsequent Events | GigCapital4, Inc | Over-Allotment Option | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of common stock, Shares | shares | 4,680,000 | ||||||||||||
Subsequent Events | GigCapital4, Inc | IPO | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of common stock, Shares | shares | 35,880,000 | ||||||||||||
Sale of units | shares | 31,200,000 | ||||||||||||
Gross proceeds from issuance of unit | $ 312,000,000 | ||||||||||||
Gross proceeds | $ 358,800,000 | ||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | |||||||||||
Net proceeds from sale of units in initial public offering | $ 351,624,000 | ||||||||||||
Subsequent Events | GigCapital4, Inc | Mr Weightman | Insider Shares Grant Agreements | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock issued in consideration for future service | shares | 6,000 | ||||||||||||
Payment to affiliate of sponsor | $ 10,000 | ||||||||||||
Subsequent Events | GigCapital4, Inc | Private Placement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Gross proceeds from issuance of unit | 10,996,000 | ||||||||||||
Proceeds from sale of units in private placement | 7,176,000 | ||||||||||||
Amount held in trust account | 358,800,000 | $ 358,800,000 | |||||||||||
Subsequent Events | GigCapital4, Inc | Private Placement | Nomura, Oppenheimer and Odeon | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sale of units or stock | $ 2,496,000 | ||||||||||||
Sale of units | shares | 249,600 | ||||||||||||
Subsequent Events | GigCapital4, Inc | Sponsor | Private Placement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sale of units or stock | $ 8,500,000 | ||||||||||||
Sale of units | shares | 850,000 | ||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | |||||||||||
Sale of units in private placement | shares | shares | 1,099,600 | ||||||||||||
Subsequent Events | GigCapital4, Inc | Underwriters | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Transaction costs | $ 7,176,000 | ||||||||||||
Subsequent Events | Minimum | Gig Capital Four [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||
Subsequent Events | Maximum | GigCapital4, Inc | Mr Weightman | Insider Shares Grant Agreements | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Payment to affiliate of sponsor | $ 15,000 | ||||||||||||
Subsequent Events | Forward Share Purchase Agreements | GigCapital4, Inc | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Aggregate shares of common stock agreed to purchase | shares | 10,000,000 | ||||||||||||
Agreed purchase price of common stock, per share | $ / shares | $ 10.15 | ||||||||||||
Agreed price per share if exceeds transaction price | $ / shares | $ 0.05 | ||||||||||||
Amount will deposit in to escrow account upon closing of transactions | $ 101,500,000 | ||||||||||||
Aggregate number of shares held by investors as of closing of transactions | $ / shares | $ 10.15 | ||||||||||||
Subsequent Events | Forward Share Purchase Agreements | Minimum | GigCapital4, Inc | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale value of shares in open market when price exceeds, per share | $ / shares | 10 | ||||||||||||
Sales price per share upon closing of transactions | $ / shares | $ 10.05 |