0001836981false00018369812023-11-072023-11-070001836981us-gaap:CommonStockMember2023-11-072023-11-070001836981bbai:RedeemableWarrantsMember2023-11-072023-11-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________

FORM 8-K
_________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 7, 2023
________________________________________________________
BigBear.ai Holdings, Inc.
(Exact name of Registrant as Specified in Charter)
________________________________________________________
Delaware
001-40031
85-4164597
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization)File Number)Identification Number)
6811 Benjamin Franklin Drive, Suite 200
Columbia, MD 21046
(Address of principal executive offices, including Zip Code)
(410) 312-0885
(Registrant's telephone number, including area code)
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
TradingName of each exchange
Title of each class
Symbols
on which registered
Common stock, $0.0001 par valueBBAINew York Stock Exchange
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per shareBBAI.WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02     Results of Operations and Financial Condition.

On November 7, 2023, BigBear.ai Holdings, Inc. (the “Company”) announced its financial results of operations for the quarter and nine months ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information included in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 7.01     Regulation FD Disclosure.

On November 7, 2023, the Company issued an Investor Letter for the third quarter of 2023. A copy of this letter is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information included in Exhibit 99.2 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No.Description
99.1
99.2
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

Important Additional Information Will be Filed with the SEC

BigBear.ai will file with the SEC a proxy statement of BigBear.ai relating to a special meeting of BigBear.ai’s stockholders (the “Proxy Statement”). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BIGBEAR.AI, PANGIAM INTERMEDIATE, THE PROPOSED TRANSACTION AND RELATED MATTERS. Stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the parties on BigBear.ai’s website at https://ir.bigbear.ai.


Participants in the Solicitation

BigBear.ai and Pangiam Intermediate and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BigBear.ai in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of BigBear.ai, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information regarding BigBear.ai’s directors and executive officers is contained in BigBear.ai’s Annual Report on Form 10-K/A for the year ended December 31, 2022 and its Proxy Statement on Schedule 14A, dated May 24, 2023, which are filed with the SEC.







No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.


Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning BigBear.ai and Pangiam Intermediate, the proposed transactions and other matters. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical facts, including without limitation statements concerning the transactions contemplated by the Merger Agreement, the completion, timing and terms of the proposed transactions, and related matters are forward-looking statements. Words such as “believe” “may,” “will,” “expect,” “should,” “could,” “would,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “project,” “target,” “is/are likely to,” “forecast,” “future,” “guidance,” “possible,” “predict,” “seek,” “see,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: failure to consummate the proposed transactions; failure to make or take any filing or other action required to consummate the proposed transactions in a timely matter or at all; failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including clients, employees and competitors; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings; failure to realize anticipated benefits of the combined operations; potential litigation relating to the proposed transactions and disruptions from the proposed transactions that could harm BigBear.ai’s or Pangiam Intermediate’s respective businesses. These and other important factors discussed under the caption “Risk Factors” in BigBear.ai’s Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on April 7, 2023, as may be updated from time to time in other filings BigBear.ai makes with the SEC including its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2023 that was filed with the SEC on August 10, 2023, could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K.

These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this Current Report on Form 8-K. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:November 7, 2023
By:
/s/ Sean Ricker
Name:
Sean Ricker
Title:
Chief Accounting Officer


Exhibit 99.1
BigBear.ai Announces Definitive Merger Agreement to Acquire Pangiam as well as First Quarter of Positive Net Income, Positive Adjusted EBITDA & Positive Cash Flows from Operations in Third Quarter 2023 Financial Results

Announced a definitive merger agreement to acquire Pangiam in an all-stock transaction, combining facial recognition and advanced biometrics with BigBear.ai’s computer vision capabilities to spearhead the vision AI industry: Press Release
First quarter of positive net income, positive adjusted EBITDA, and positive cash flows from operations since public company debut in December 2021
Reiterating FY Guidance of Revenue between $155 million and $170 million and Single Digit Negative Adjusted EBITDA*

COLUMBIA, MD – November 7, 2023 – BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai”, “BBAI”, or the “Company”), a leader in AI-powered decision intelligence solutions, today announced financial results for the third quarter of 2023 and issued an investor letter that has been posted to the Investor Relations section of the Company’s website.

BigBear.ai CEO Mandy Long said, “Our recent 3Q results bear witness to the transformative journey that we are on. As planned at the beginning of the year, we stayed focused on operational efficiency. It shows, as this is our first quarter of positive cash from operations, net income, and positive adjusted EBITDA. Our announcement of signing a definitive merger agreement to acquire Pangiam sets the stage to establish one of the industry’s most comprehensive Vision AI portfolios, which we believe will make us a breakout leader in one of the fastest growing categories for the application of AI. We believe BigBear.ai’s future is bright.”

Financial Highlights
Revenue declined 16.4% to $34.0 million for the third quarter of 2023, compared to $40.7 million for the third quarter of 2022. The decrease was primarily due to the planned wind-down of certain Air Force programs in mid-July. Additionally, our results for the third quarter of 2023 do not include any revenues for Virgin Orbit due to their bankruptcy announcement earlier this year.
Gross margin of 24.7% in the third quarter of 2023, a decrease from 28.9% in the third quarter of 2022, primarily driven by the elimination of revenue and gross margin from Virgin Orbit as a result of their bankruptcy announcement in the second quarter of 2023.
Selling general and administrative expenses were $15.5 million in the third quarter of 2023, which represents an 8% decline quarter-over-quarter and a 23% reduction compared to the third quarter of 2022 at $20.2 million. Excluding non-recurring strategic initiatives, transaction expenses, stock-based compensation, and non-cash software capitalization, operating expenses are 21% lower in the third quarter of 2023 compared to the third quarter of 2022.
*Refer to the “Non-GAAP Financial Measures” section in this press release.

Page 1


Net income of $4.0 million for the third quarter of 2023, compared to net loss of $16.1 million for the third quarter of 2022. The increase was primarily the result of $15.7 million of non-cash income related to the change in fair value of warrants that were issued in 2023.
Cash provided by operating activities was $6.6 million in the third quarter. The Company’s cash balance as of September 30, 2023 was $32.2 million, an increase of $2.3 million as compared to the quarter ended June 30, 2023.

Key Business Highlights:

On November 6, 2023, announced a definitive merger agreement to acquire Pangiam, a leader in Vision AI for the global trade, travel, and digital identity industries. The purchase consideration is approximately $70 million on a cash-free, debt-free basis in an all-stock transaction.
The combined company will establish one of the industry’s most comprehensive Vision AI portfolios, uniting Pangiam’s facial recognition and advanced biometrics capabilities with BigBear.ai’s computer vision capabilities, positioning the company as a foundational leader in one of the fastest growing categories for the application of AI.
The proposed acquisition is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by the holders of a majority of BigBear.ai’s outstanding common shares and receipt of regulatory approval.
More information about Pangiam and the transaction will be included with the proxy statement that we will file with the SEC in the coming weeks.
Air Force Research Laboratory (AFRL) extended and expanded our work on Project AURORA to continue our collaboration to accelerate military planning, as BigBear.ai aims to condense the conventional two-year planning timeframe, presenting comprehensive, resource-backed operational plans in under a month.
Expanded partnership with Thomas Jefferson University Hospital to enable operational improvements through the use of our FutureFlow RX® Predictive AI platform allowing their hospitals to create ‘digital twin’ scenarios to plan and execute more efficiently and effectively.
Continued to provide thought leadership in how our country will develop and implement new regulatory and legislative frameworks for AI. BigBear.ai continues to be actively engaged in these conversations, and we have submitted public comment letters to the Executive Office of the President, Office of Science and Technology Policy (OSTP), the US Department of Commerce, National Telecommunications and Information Administration (NTIA), and the Library of Congress, Copyright Office.
*Refer to the “Non-GAAP Financial Measures” section in this press release.

Page 2


Financial Outlook

The following information and other sections of this release contain forward-looking statements, which are based on the Company’s current expectations. Actual results may differ materially from those projected. It is the Company’s practice not to incorporate adjustments into its financial outlook for proposed acquisitions, divestitures, changes in law, or new accounting standards until such items have been consummated, enacted, or adopted. For additional factors that may impact the Company’s actual results, refer to the “Forward-Looking Statements” section in this release.

For the year-ended December 31, 2023, the Company continues to project:
Revenue between $155 million and $170 million
Single Digit Negative Adjusted EBITDA*, in millions
*Refer to the “Non-GAAP Financial Measures” section in this press release.

Page 3


Summary of Results for the Third Quarter and Year to Date Periods Ended
September 30, 2023 and September 30, 2022
(Unaudited)



$ thousands
(expect per share amounts and shares outstanding)
Three Months Ended September 30,Nine Months Ended
September 30,
2023202220232022
Revenues$33,988 $40,651 $114,601 $114,654 
Cost of revenues25,579 28,900 87,016 83,446 
Gross margin8,409 11,751 27,585 31,208 
Operating expenses:
Selling, general and administrative15,533 20,233 52,825 69,205 
Research and development(349)1,785 3,004 7,194 
Restructuring charges— 1,562 780 1,562 
Transaction expenses1,437 566 1,437 2,151 
Goodwill impairment— — — 35,252 
Operating loss(8,212)(12,395)(30,461)(84,156)
Interest expense3,540 3,557 10,656 10,666 
Net decrease in fair value of derivatives(15,659)(102)(1,971)(1,564)
Other (income) expense(87)(87)12 
Income (loss) before taxes3,994 (15,858)(39,059)(93,270)
Income tax (benefit) expense(5)252 51 (1,491)
Net income (loss)$3,999 $(16,110)$(39,110)$(91,779)
Basic and diluted net loss per share$0.03 $(0.13)$(0.27)$(0.72)
Weighted and average shares outstanding
Basic
155,830,775 126,270,282 146,679,444 128,103,625 
Diluted
157,894,001 126,270,282 146,679,444 128,103,625 


Page 4


EBITDA* and Adjusted EBITDA* for the Third Quarter and Year to Date Periods Ended
September 30, 2023 and September 30, 2022
(Unaudited)
Three Months Ended September 30,Nine Months Ended
September 30,
$ thousands2023202220232022
Net income (loss)$3,999 $(16,110)$(39,110)$(91,779)
Interest expense3,540 3,557 10,656 10,666 
Interest income(86)— (86)— 
Income tax (benefit) expense(5)252 51 (1,491)
Depreciation and amortization1,971 2,038 5,936 5,764 
EBITDA9,419 (10,263)(22,553)(76,840)
Adjustments:
Equity-based compensation4,793 2,222 12,592 11,160 
Employer payroll taxes related to equity-based compensation(1)
— 365 — 
Net decrease in fair value of derivatives(2)
(15,659)(102)(1,971)(1,564)
Restructuring charges(3)
— 1,562 780 1,562 
Non-recurring strategic initiatives(4)
159 — 2,480 — 
Non-recurring integration costs(5)
— 2,075 — 6,474 
Capital market advisory fees(6)
— — — 741 
Commercial start-up costs(7)
— — — 6,490 
Transaction expenses(8)
1,437 566 1,437 2,151 
Goodwill impairment(9)
— — — 35,252 
Adjusted EBITDA$157 $(3,940)$(6,870)$(14,574)

(1)Includes employer payroll taxes due upon the vesting of restricted stock units granted to employees.
(2)The decrease in fair value of derivatives during the three and nine months ended September 30, 2023 primarily relates to changes in the fair value of PIPE and RDO warrants issued during the first and second quarters of 2023, respectively. The decrease in fair value of derivatives during the three and nine months ended September 30, 2022 primarily relates to the Forward Share Purchase Agreements that were entered into prior to the closing of our business combination on December 7, 2021 (the “Business Combination”) and were fully settled during the first quarter of 2022, as well as the change in the fair value of private warrants.
(3)In the first quarter of 2023, the Company incurred employee separation costs associated with a strategic review of the Company’s capacity and future projections to better align the organization and cost structure and improve the affordability of its products and services.
(4)Non-recurring professional fees related to the execution of certain strategic initiatives of the Company.
(5)Non-recurring internal integration costs related to the Business Combination.
(6)The Company incurred capital market and advisory fees related to advisors assisting with the Business Combination.
(7)Commercial start-up costs include certain non-recurring expenses associated with tailoring the Company’s products for commercial customers and use cases.
(8)Transaction expenses primarily consists of legal, accounting, and other advisor fees in connection with merger and acquisition activities.
(9)During the second quarter of 2022, the Company recognized a non-cash goodwill impairment charge related to the previously reported Cyber & Engineering business segment. During the first quarter of 2023, the Company reevaluated its operating and reportable segments following an organizational and legal entity restructuring, which allowed the Company to align its operations with how the business will be managed. As a result of this reevaluation, effective for the first quarter of fiscal year 2023, the Company determined it that it manages its operations as a single operating and reportable segment.
*Refer to the “Non-GAAP Financial Measures” section in this press release.

Page 5



Consolidated Balance Sheets as of
September 30, 2023 and December 31, 2022
(Unaudited)

$ in thousandsSeptember 30,
2023
December 31, 2022
Assets
Current assets:
Cash and cash equivalents$32,184 $12,632 
Restricted cash— — 
Accounts receivable, less allowance for doubtful accounts29,030 30,091 
Contract assets452 1,312 
Prepaid expenses and other current assets4,104 10,300 
Total current assets65,770 54,335 
Non-current assets:
Property and equipment, net1,095 1,433 
Goodwill48,683 48,683 
Intangible assets, net82,823 85,685 
Deferred tax assets— 51 
Right-of-use assets4,188 4,638 
Other non-current assets452 483 
Total assets$203,011 $195,308 
Liabilities and stockholders deficit
Current liabilities:
Accounts payable$9,076 $15,422 
Short-term debt, including current portion of long-term debt— 2,059 
Accrued liabilities15,460 13,366 
Contract liabilities2,320 2,022 
Current portion of long-term lease liability803 806 
Derivative liabilities28,467 — 
Other current liabilities871 2,085 
Total current liabilities56,997 35,760 
Non-current liabilities:
Long-term debt, net193,784 192,318 
Long-term lease liability4,517 5,092 
Deferred tax liabilities— 
Other non-current liabilities— 10 
Total liabilities255,300 233,180 
Stockholders’ deficit:
Common stock17 14 
Additional paid-in capital297,218 272,528 
Treasury stock, at cost 9,952,803 shares at September 30, 2023 and December 31, 2022(57,350)(57,350)
Accumulated deficit(292,174)(253,064)
Total stockholders’ deficit(52,289)(37,872)
Total liabilities and stockholders’ deficit$203,011 $195,308 

Page 6


Consolidated Statements of Cash Flows for the Three and Nine Months Ended
September 30, 2023 and September 30, 2022
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
$ in thousands2023202220232022
Cash flows from operating activities:
Net income (loss)$3,999 $(16,110)$(39,110)$(91,779)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense1,971 2,038 5,936 5,764 
Amortization of debt issuance costs506 523 1,512 1,570 
Equity-based compensation expense4,793 2,222 12,592 11,160 
Goodwill impairment— — — 35,252 
Non-cash lease expense153 — 450 — 
Provision for doubtful accounts50 11 1,607 55 
Deferred income tax (benefit) expense— 144 53 (1,450)
Net decrease in fair value of derivatives(15,659)(102)(1,971)(1,564)
Loss (gain) on sale of property and equipment— 10 — 
Changes in assets and liabilities:
Decrease (increase) in accounts receivable7,189 (3,117)(546)(2,359)
(Increase) decrease in contract assets(106)(71)860 (297)
Decrease in prepaid expenses and other assets937 3,014 6,181 3,549 
Increase (decrease) in accounts payable1,778 1,072 (6,346)1,946 
Increase (decrease) in accrued liabilities1,375 1,516 2,035 (993)
Increase (decrease) in contract liabilities320 1,044 298 (1,004)
(Decrease) increase in other liabilities(728)1,422 (1,794)1,760 
Net cash provided by (used in) operating activities6,580 (6,394)(18,233)(38,390)
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired— (89)— (4,465)
Purchases of property and equipment— (228)(2)(736)
Capitalized software development costs(2,744)— (2,744)— 
Net cash used in investing activities(2,744)(317)(2,746)(5,201)
Cash flows from financing activities:
Proceeds from issuance of Private Placement shares and Registered Direct Offering shares— — 50,000 — 
Payment of Private Placement and Registered Direct Offering transaction costs(499)— (5,724)— 
Repurchase of shares as a result of forward purchase agreements— — — (100,896)
Repayment of short-term borrowings(522)(1,152)(2,059)(3,464)
Issuance of common stock upon ESPP purchase531 — 531 — 
Payments for taxes related to net share settlement of equity awards(1,085)(11)(2,217)(15)
Net cash provided by (used in) financing activities(1,575)(1,163)40,531 (104,375)
Net increase (decrease) in cash and cash equivalents and restricted cash2,261 (7,874)19,552 (147,966)
Cash and cash equivalents and restricted cash at beginning of period29,923 29,829 12,632 169,921 
Cash and cash equivalents and restricted cash at end of period$32,184 $21,955 $32,184 $21,955 
Page 7


Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding BigBear.ai’s industry, future events, and other statements that are not historical facts. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of BigBear.ai’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by you or any other investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including those relating to: changes in domestic and foreign business, market, financial, political, and legal conditions; the uncertainty of projected financial information; delays caused by factors outside of our control, including changes in fiscal or contracting policies or decreases in available government funding; changes in government programs or applicable requirements; budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; changes in our ability to successfully compete for and receive task orders and generate revenue under Indefinite Delivery/Indefinite Quantity contracts; our ability to pursue opportunities through mergers and acquisitions; our ability to realize the benefits of the strategic partnerships; failure to consummate the proposed transactions; failure to make or take any filing or other action required to consummate the proposed transactions in a timely matter or at all; failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including clients, employees and competitors; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings; failure to realize anticipated benefits of the combined operations; potential litigation relating to the proposed transactions and disruptions from the proposed transactions that could harm BigBear.ai’s or Pangiam’s respective businesses; potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the coronavirus outbreak; the identified material weakness in our internal controls over financial reporting (including the timeline to remediate the material weakness); increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our subcontractors; the rollout of the business and the timing of expected business milestones; the effects of competition on
Page 8


our future business; our ability to obtain and access financing in the future; and those factors discussed in the Company’s reports and other documents filed with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that BigBear.ai presently does not know or that BigBear.ai currently believes are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect BigBear.ai’s expectations, plans or forecasts of future events and views as of the date of this release. BigBear.ai anticipates that subsequent events and developments will cause BigBear.ai’s assessments to change. However, while BigBear.ai may elect to update these forward-looking statements at some point in the future, BigBear.ai specifically disclaims any obligation to do so. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Additional Information and Where to Find It

Important Additional Information Will be Filed with the SEC

BigBear.ai Holdings, Inc. (“BBAI”) will file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement of BBAI relating to a special meeting of BBAI’s stockholders (the “proxy statement”). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BBAI, PANGIAM INTERMEDIATE HOLDINGS, LLC (“PANGIAM”), THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the parties on BBAI’s website at https://ir.bigbear.ai.

Participants in the Solicitation

BBAI and Pangiam and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BBAI in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of BBAI, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information regarding BBAI’s directors and executive officers is contained in BBAI’s Annual Report on Form 10-K for the year ended December 31, 2022 and its Proxy Statement on Schedule 14A, dated May 24, 2023, which are filed with the SEC.

Page 9


No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Non-GAAP Financial Measures

The financial information and data contained in this press release is unaudited. Some of the financial information and data contained in this press release, such as EBITDA and Adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with GAAP in our press release, we also report certain non-GAAP financial measures. A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in such company’s financial statements. Non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. Because not all companies use identical calculations, our presentation of non-GAAP measures may not be comparable to other similarly titled measures of other companies.

The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP and should not be considered measures of BigBear.ai’s liquidity. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to our GAAP financial measures reflect the exclusion of certain items, as defined in our non-GAAP definitions below, which are recurring and will be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-GAAP financial measures used by other companies, even where similarly titled, limiting their usefulness for comparison purposes and therefore should not be used to compare BigBear.ai’s performance to that of other companies. We endeavor to compensate for the limitation of the non-GAAP financial measures presented by also providing the most directly comparable GAAP measures and descriptions of the reconciling items and adjustments to derive the non-GAAP financial measures.

We believe these non-GAAP financial measures provide investors and analysts with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect
Page 10


to key measures used by management to operate and analyze our business over different periods of time.

EBITDA is defined as net income (loss) before interest expense, interest income, income tax (benefit) expense, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for equity-based compensation, employer payroll taxes related to equity-based compensation, net decrease in fair value of derivatives, restructuring charges, non-recurring strategic initiatives, non-recurring integration costs, capital market advisory fees, commercial start-up costs, transaction expenses, and goodwill impairment. Similar excluded expenses may be incurred in future periods when calculating these measures. BigBear.ai believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. BigBear.ai believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends and in comparing BigBear.ai’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors.

Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expense and income items are excluded or included in determining these non-GAAP financial measures.

Management uses EBITDA and Adjusted EBITDA as a non-GAAP performance measure which is defined in the accompanying tables and is reconciled to net (loss), the most directly comparable GAAP measure, in the tables above. The Company does not reconcile forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measure (or otherwise describe such forward-looking GAAP measure) because it is not able to forecast the most directly comparable measure calculated and presented in accordance with GAAP without unreasonable effort. Certain elements of the composition of the GAAP amounts are not predictable, making it impracticable for the Company to forecast. As a result, no guidance for the Company’s net (loss) income or reconciliation of the Company’s Adjusted EBITDA guidance is provided. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a potentially significant impact on its future net (loss) income.

We present reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in the tables above.

About BigBear.ai

BigBear.ai’s mission is to deliver clarity for the world’s most complex decisions. BigBear.ai’s AI-powered decision intelligence solutions are leveraged in three core markets, including global supply chains & logistics, autonomous systems and cyber.
Page 11


BigBear.ai’s customers, which include the US Intelligence Community, Department of Defense, the US Federal Government, as well as complex manufacturing, distribution, and healthcare, rely on BigBear.ai’s solutions to empower leaders to decide on the best possible scenario by creating order from complex data, identifying blind spots, and building predictive outcomes. Headquartered in Columbia, Maryland, BigBear.ai is a global, public company traded on the NYSE under the symbol BBAI. For more information, please visit: http://bigbear.ai/ and follow BigBear.ai on X: @BigBearai.


###
Page 12


###


Contacts

BigBear.ai
Investor Contact
investors@bigbear.ai

Media Contact
Ryan Stenger
media@bigbear.ai






Page 13
Investor Letter 3Q 2023 November 7, 2023


 
Forward-Looking Statements This presentation contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our industry, future events, and other statements that are not historical facts. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including those relating to: changes in domestic and foreign business, market, financial, political, and legal conditions; the uncertainty of projected financial information; delays caused by factors outside of our control, including changes in fiscal or contracting policies or decreases in available government funding; changes in government programs or applicable requirements; budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; changes in our ability to successfully compete for and receive task orders and generate revenue under Indefinite Delivery/Indefinite Quantity contracts; our ability to pursue opportunities through mergers and acquisitions; our ability to realize the benefits of the strategic partnerships; failure to consummate the proposed transactions; failure to make or take any filing or other action required to consummate the proposed transactions in a timely matter or at all; failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including clients, employees and competitors; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings; failure to realize anticipated benefits of the combined operations; potential litigation relating to the proposed transactions and disruptions from the proposed transactions that could harm BBAI’s or Pangiam’s respective businesses; potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the coronavirus outbreak; the identified material weakness in our internal controls over financial reporting (including the timeline to remediate the material weakness); increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our subcontractors; the rollout of the business and the timing of expected business milestones; the effects of competition on our future business; our ability to obtain and access financing in the future; and those factors discussed in the Company’s reports and other documents filed with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we presently does not know or that we currently believe are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this presentation. We anticipate that subsequent events and developments will cause our assessments to change. However, we specifically disclaims any obligation to do so. Accordingly, undue reliance should not be placed upon the forward-looking statements. Non-GAAP Financial Information This presentation includes financial measures that are not in accordance with generally accepted accounting principles (“GAAP”), such as EBITDA, Adjusted EBITDA, Adjusted Gross Margin and Recurring Operating Expenses. We believe these non-GAAP financial measures provide investors and analysts with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key measures used by management to operate and analyze our business over different periods of time. Non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expense and income items are excluded or included in determining these non-GAAP financial measures. Because not all companies use identical calculations, our presentation of non- GAAP measures may not be comparable to other similarly titled measures of other companies. In addition, certain 2020 financial information represents combined predecessor and successor information. EBITDA is defined as net income (loss) before interest expense, interest income, income tax (benefit) expense, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for equity-based compensation, employer payroll taxes related to equity-based compensation, net decrease in fair value of derivatives, restructuring charges, loss on extinguishment of debt, transaction bonuses, capital market advisory fees, termination of legacy benefits, management fees, non-recurring integration costs and strategic initiatives, commercial start-up costs, transaction expenses and goodwill impairment. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of Revenue. Recurring Operating Expenses is defined as total operating expense as adjusted for equity-based compensation expense in selling, general and administrative, equity-based compensation expense in research and development, restructuring charges, capital market advisory fees, non-recurring integration costs and strategic initiatives, accounts receivable reserves related to Virgin Orbit, transaction expenses and goodwill impairment. Reconciliations to the most directly comparable GAAP measures is provided in the Appendix to this presentation.


 
Additional Information and Where to Find It Important Additional Information Will be Filed with the SEC BigBear.ai Holdings, Inc. (“BBAI”) will file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement of BBAI relating to a special meeting of BBAI’s stockholders (the “proxy statement”). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BBAI, PANGIAM INTERMEDIATE HOLDINGS, LLC (“PANGIAM”), THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the parties on BBAI’s website at https://ir.bigbear.ai. Participants in the Solicitation BBAI and Pangiam and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BBAI in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of BBAI, respectively, in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information regarding BBAI’s directors and executive officers is contained in BBAI’s Annual Report on Form 10-K for the year ended December 31, 2022 and its Proxy Statement on Schedule 14A, dated May 24, 2023, which are filed with the SEC. No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.


 
Letter from the CEO Investors, Customers, and Employees – As I mark my one-year anniversary as the CEO of BigBear.ai, I find myself reflecting on the past, appreciating the present, and envisioning the future of our great company. Turning a company around is never simple. It requires commitment, innovation, and an unwavering belief in the potential of what's possible. Over the past twelve months, these principles have guided our actions and decisions. These principles also allowed us to persevere in the face of real challenges, some known and others unforeseen. We are delivering on our commitment to stockholders to stabilize BigBear.ai this year and position the company for future growth. At BigBear.ai we have always envisioned a world empowered by decision intelligence. That vision has never been more important, with today’s geopolitical environment making timely, efficient and effective decision-making essential to the safety of everyone on our planet. Our mission is, and has always been, to use our technology to deliver clarity for the world’s most complex decisions, and we see more and more examples of how our solutions are delivering on that vision every day. Our recent 3Q results bear witness to this transformative journey. We see continued positive momentum in our overall operating posture, a harbinger of corporate health and long-term growth. As planned at the beginning of the year, we stayed focused on operational efficiency. It shows, as this is our first quarter of positive cash from operations, net income, and positive adjusted EBITDA. While revenue declined 16.4% compared to the same quarter last year, we have previously communicated that our revenues can be lumpy depending on when contracts complete, or new contracts are awarded. As shared last quarter, we had certain Air Force programs that were planned to wind-down in July. Additionally, our Q3 results do not include any revenues for Virgin Orbit due to their bankruptcy announcement earlier this year. While we have seen some delays in new contract awards, we are anticipating revenue growth with our Army customer in Q4 as well as expansion with several other customers. As such, we’ve reaffirmed our 2023 guidance in our earnings release for the third quarter of 2023. Another exciting strategic milestone for BigBear.ai was announced yesterday morning with our signing of a definitive merger agreement to acquire Pangiam for approximately $70M on a cash- free and debt-free basis, paid 100% in common stock of BigBear.ai, subject to certain customary purchase price adjustments, which values the deal at a multiple of approximately 1.8x estimated FY23 revenue. The combined company will establish one of the industry’s most comprehensive Vision AI portfolios, uniting Pangiam’s facial recognition and advanced biometrics capabilities with BigBear.ai's computer vision capabilities, positioning the company as a foundational leader in one of the fastest growing categories for the application of AI. Pangiam was established in 2020 with a focus on the global trade, travel, and digital identity industries, and in those few short years, has grown into an organization that is projected to post revenues close to $40M for FY23 with significant contract wins in the Department of Homeland Security and the private sector. These estimates are based on current unaudited financials. We believe this acquisition will not only accelerate BigBear.ai’s transition to a software company but also enables both companies to realize greater economies of scale as we integrate. The proposed acquisition is expected to close in the first quarter of 2024, subject to customary closing conditions, including BigBear.ai stockholder approval and receipt of regulatory approval. More information about Pangiam and the transaction will be included with the proxy statement that we will file with the SEC in the coming weeks. Page 1


 
As we look to the future, we find ourselves in the beginning phases of a global AI arms race. We believe this race is not about who can develop advanced artificial intelligence capabilities and technologies most quickly in a controlled environment; this race is about which companies can achieve first-to-market advantage by bringing AI solutions to market that deliver tangible, high- business value benefit in real, imperfect operating environments. Those companies will be among the biggest winners. From this vantage, BigBear.ai is playing a pivotal role in determining how AI’s robust capabilities will be harnessed in complex mission-based operating environments and multi-national corporations. A part of this role is participating in how our country will develop and implement new regulatory and legislative frameworks for AI. BigBear.ai continues to be a thought leader in these conversations, and we have submitted multiple public comment letters on the topic. Going forward, our strategic decisions, investments, and innovations will continue to be focused on ensuring that we remain a leader in this pursuit. As we look towards closing 2023 strong and starting 2024 even stronger, our mindset remains one of continuous improvement. As always, we’re staying focused on our mission to deliver clarity for the world's most complex decisions and using that as the driving force behind everything we do. In closing, I express profound gratitude to our stockholders. With their ongoing support, our momentum is growing and together we're shaping a very bright future for BigBear.ai. Warm regards, Mandy Long CEO, BigBear.ai Page 2 Letter from the CEO


 
$21.0 $16.5 $16.1 $15.3 $13.1 $12.3 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Total SG&A since Q2 2022 SG&A Stock-Based CompRecurring SG&A* SG&A Non-Recurring Integration Bad Debt Expense $(14.6) $(6.9) Y T D 2 0 2 2 Y T D 2 0 2 3 YTD 2023 ADJ EBITDA* Positive cash flow from operating activities at +$6.6M  Improvement of $13M year- over-year compared to Q3 2022 at ($6.4M) $(6.4) $6.6 Q 3 2 0 2 2 Q 3 2 0 2 3 CASH FROM OPERATIONS SG&A quarterly expenses lower by $11.5M and 43% from Q2 22 peak  Recurring SG&A* down 41%from Q2 2022 for $35M annualized runrate $27.0 $20.2 $15.6 $20.4 $16.9 $15.5 First time achievement of positive Net Income of $4M and positive Adjusted EBITDA* in Q3 2023 53% year-over-year improvement in YTD performance compared to Q3 YTD 2022 at ($14.6M) $(3.9) $0.2 Q 3 2 0 2 2 Q 3 2 0 2 3 Q3 ADJ EBITDA* Page 3 Q3 2023 Financial Highlights Note: Recurring SG&A and Adjusted EBITDA are non-GAAP measures. See the Appendix for the reconciliation of selling, general and administrative expenses to adjusted (recurring) selling, general and administrative expenses and net income (loss) to Adjusted EBITDA.


 
Page 4 BigBear.ai (NYSE: BBAI), a leading provider of AI-enabled business intelligence solutions, today announced a definitive merger agreement to acquire Pangiam Intermediate Holdings, LLC (Pangiam), a leader in Vision AI for the global trade, travel, and digital identity industries, for approximately $70 million in an all-stock transaction. The combined company will create one of the industry’s most comprehensive Vision AI portfolios, combining Pangiam’s facial recognition and advanced biometrics with BigBear.ai’s computer vision capabilities, positioning the company as a foundational leader in one of the fastest growing categories for the application of AI. The proposed acquisition is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by the holders of a majority of BigBear.ai’s outstanding common shares and receipt of regulatory approval. For more info: Press Release Why BigBear.ai + Pangiam? 1. It will bring more capabilities to our shared customers by adding additional expertise in automation and AI, as well as products that are complimentary to existing and new customers. 2. It will position us for accelerated growth based on the world-class talent and technology that has made each of us trusted partners to our customers. This business combination will unlock value through a highly complementary customer mix, a strong pipeline and mutual upsell opportunities. 3. It aims to increase the value we create for our stockholders by combining two complementary businesses who will scale faster by working together. We will be able to leverage and share our complementary investments in critical software capabilities, saving us time and money. 4. We are investing where the market is going. The combination of our businesses will create one of the industry’s most comprehensive Vision AI portfolios, combining facial recognition and advanced biometrics with BigBear.ai's computer vision capabilities to spearhead the Vision AI industry. This will position the combined company as a foundational leader in one of the fastest growing categories for the application of AI. BigBear.ai to Acquire Pangiam, Combining Facial Recognition and Advanced Biometrics with BigBear.ai’s Computer Vision Capabilities to Spearhead the Vision AI Industry Q3 Business Highlights


 
Thomas Jefferson University Hospital Expanded partnership with TJUH to enable operational improvements through the use of our FutureFlow RX® Predictive AI platform allowing their hospitals to create ‘digital twin’ scenarios to plan and execute more efficiency and effectively. More info: Press Release AI Policy Thought Leadership BigBear.ai continues to be an active participant in conversations around how our country will develop and implement new regulatory and legislative frameworks for AI. We have submitted public comment letters to the Executive Office of the President, Office of Science and Technology Policy (OSTP), the US Department of Commerce, National Telecommunications and Information Administration (NTIA), and the Library of Congress, Copyright Office. Page 5 Q3 Business Highlights Air Force Research Laboratory Air Force Research Laboratory’s (AFRL) extended and expanded our work on Project AURORA to continue our collaboration to accelerate military planning processes. This represents a transformational change to normal course military planning, as BigBear.ai aims to condense the conventional two-year planning timeframe, presenting comprehensive, resource-backed operational plans in under a month. More info: Press Release


 
Appendix


 
Adjusted EBITDA Reconciliation Quarters Ended Nine Months Ended Key Metric: ($ thousands) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Revenue 33,988 40,651 114,601 114,654 Net income (loss) 3,999 (16,110) (39,110) (91,779) Interest expense 3,540 3,557 10,656 10,666 Interest income (86) - (86) - Income tax (benefit) expense (5) 252 51 (1,491) Depreciation & amortization 1,971 2,038 5,936 5,764 EBITDA 9,419 (10,263) (22,553) (76,840) Adjustments: Equity-based compensation 4,793 2,222 12,592 11,160 Employer payroll taxes related to equity-based compensation 8 - 365 - Net (decrease) increase in fair value of derivatives (15,659) (102) (1,971) (1,564) Restructuring charges - 1,562 780 1,562 Capital market advisory fees - - - 741 Non-recurring integration costs and strategic initiatives 159 2,075 2,480 6,474 Commercial start-up costs - - - 6,490 Transaction expenses 1,437 566 1,437 2,151 Goodwill impairment - - - 35,252 Adjusted EBITDA 157 (3,940) (6,870) (14,574) Gross Margin 24.7% 28.9% 24.1% 27.2% Adjusted EBITDA Margin 0.5% (9.7%) (6.0%) (12.7%)


 
Recurring SG&A Reconciliation Key Metric: ($ thousands) 2Q 22 3Q 22 4Q 22 1Q 23 2Q 23 3Q 23 Selling, general and administrative 26,952 20,233 15,570 20,362 16,930 15,533 Equity-based compensation (3,928) (1,639) 1,279 (2,803) (2,319) (3,071) Non-recurring integration costs and strategic initiatives (2,024) (2,075) (781) (1,508) (813) (159) Virgin Orbit AR Reserve - - - (750) (675) (50) Adjusted (recurring) selling, general and administrative expenses 21,000 16,519 16,068 15,301 13,123 12,253


 
v3.23.3
Cover
Nov. 07, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 07, 2023
Entity Registrant Name BigBear.ai Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40031
Entity Tax Identification Number 85-4164597
Entity Address, Address Line One 6811 Benjamin Franklin Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Columbia
Entity Address, State or Province MD
Entity Address, Postal Zip Code 21046
City Area Code 410
Local Phone Number 312-0885
Written Communications false
Soliciting Material true
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001836981
Amendment Flag false
Common stock, $0.0001 par value  
Document Information [Line Items]  
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol BBAI
Security Exchange Name NYSE
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol BBAI.WS
Security Exchange Name NYSE

BigBear ai (NYSE:BBAI)
Historical Stock Chart
From Jan 2024 to Feb 2024 Click Here for more BigBear ai Charts.
BigBear ai (NYSE:BBAI)
Historical Stock Chart
From Feb 2023 to Feb 2024 Click Here for more BigBear ai Charts.