Exhibit 99.1
Unaudited Pro Forma Condensed Combined Financial Information
Introduction
Effective as of
February 29, 2024 (“Closing Date”), BigBear.ai Holdings, Inc. (“BigBear.ai” or the “Company”) entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam Merger Sub, Inc., a
Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”),
Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (“Pangiam” the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”), pursuant to which,
among other matters, (i) Merger Sub merged with and into Pangiam Intermediate, with Merger Sub ceasing to exist and Pangiam Intermediate surviving as a wholly-owned subsidiary of the Company (the “First Merger”), and
(ii) immediately following the First Merger, Pangiam Intermediate merged with and into Pangiam Purchaser, with Pangiam Intermediate ceasing to exist and Pangiam Purchaser continuing as a wholly-owned subsidiary of the Company (the “Second
Merger”, together with the First Merger, the “Merger”). AE Industrial Partners, LP (“AEIP”) and certain of its affiliates beneficially own a majority of both BigBear.ai and the Seller, but management has determined that the
Merger is not a common control transaction. BigBear.ai’s consolidated statement of operations for the nine months ended September 30, 2024 includes the consolidated results of Pangiam from March 1, 2024.
The unaudited pro forma condensed combined financial information, which is derived from BigBear.ai’s historical consolidated financial statements as
included in the filing on Form 10-K and Form 10-Q for the year ended December 31, 2023 and nine months ended September 30, 2024, respectively, which are
incorporated by reference, and Pangiam’s historical consolidated financial statements for the year ended December 31, 2023, as included within the 8-K, dated March 27, 2024, which read in
conjuction with, is presented as follows:
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The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, was
prepared based on (i) consolidated statement of operations of BigBear.ai for the year ended December 31, 2023, and (ii) consolidated statement of operations of Pangiam for the year ended December 31, 2023. |
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The unaudited pro forma condensed combined statement of operations for the nine months ended September 30,
2024, was prepared based on (i) consolidated statement of operations of BigBear.ai for the nine months ended September 30, 2024, and (ii) consolidated statement of operations of Pangiam for the two months ended February 29, 2024.
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An unaudited pro forma balance sheet as of September 30, 2024 has not been presented as the acquisition of Pangiam is reflected in
BigBear.ai’s historical balance sheet as of September 30, 2024, included in the filing on Form 10-Q for the nine months September 30, 2024, which is incorporated by reference.
Unaudited pro forma condensed combined financial information were adjusted to give pro forma effect to events which are necessary to account for the Merger,
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are
reasonable under the circumstances.
The Merger was treated as a business combination under Accounting Standards Codification
(“ASC”) Topic 805, Business Combinations (“ASC 805”), with BigBear.ai as the accounting acquirer and Pangiam as the accounting acquiree for accounting purposes in accordance with ASC 805. Under this method of accounting,
the total consideration was allocated to Pangiam assets acquired and liabilities assumed based upon their estimated fair values at the Merger closing date. Any differences between the fair value of the consideration transferred and the fair value of
the assets acquired, and liabilities assumed was recorded as goodwill.
