Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40031 | |
Entity Registrant Name | BigBear.ai Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 142,888,068 | |
Entity Central Index Key | 0001836981 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
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 $11.50 per share | |
Trading Symbol | BBAI.WS | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 21,827 | $ 12,632 |
Accounts receivable, less allowance for doubtful accounts of $980 as of March 31, 2023 and $98 as of December 31, 2022 | 32,678 | 30,091 |
Contract assets | 2,427 | 1,312 |
Prepaid expenses and other current assets | 8,775 | 10,300 |
Total current assets | 65,707 | 54,335 |
Non-current assets: | ||
Property and equipment, net | 1,308 | 1,433 |
Goodwill | 48,683 | 48,683 |
Intangible assets, net | 83,816 | 85,685 |
Right-of-use assets | 4,491 | 4,638 |
Deferred tax assets | 51 | 51 |
Other non-current assets | 509 | 483 |
Total assets | 204,565 | 195,308 |
Current liabilities: | ||
Accounts payable | 10,508 | 15,422 |
Short-term debt, including current portion of long-term debt | 1,296 | 2,059 |
Accrued liabilities | 18,271 | 13,366 |
Contract liabilities | 2,347 | 2,022 |
Current portion of long-term lease liability | 810 | 806 |
Derivative liabilities | 25,469 | 0 |
Other current liabilities | 2,136 | 2,085 |
Total current liabilities | 60,837 | 35,760 |
Non-current liabilities: | ||
Long-term debt, net | 192,807 | 192,318 |
Long-term lease liability | 4,906 | 5,092 |
Deferred tax liabilities | 54 | 0 |
Other non-current liabilities | 0 | 10 |
Total liabilities | 258,604 | 233,180 |
Commitments and contingencies (Note K) | ||
Stockholders’ deficit: | ||
Common stock, par value $0.0001; 500,000,000 shares authorized and 141,823,207 shares issued at March 31, 2023 and 127,022,363 at December 31, 2022 | 16 | 14 |
Additional paid-in capital | 282,573 | 272,528 |
Treasury stock, at cost 9,952,803 shares at March 31, 2023 and December 31, 2022 | (57,350) | (57,350) |
Accumulated deficit | (279,278) | (253,064) |
Total stockholders’ deficit | (54,039) | (37,872) |
Total liabilities and stockholders’ deficit | $ 204,565 | $ 195,308 |
Treasury stock, shares (in shares) | 9,952,803 | 9,952,803 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance | $ 980 | $ 98 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 141,823,207 | 127,022,363 |
Treasury stock, shares (in shares) | 9,952,803 | 9,952,803 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 42,154 | $ 36,390 |
Cost of revenues | 31,941 | 26,523 |
Gross margin | 10,213 | 9,867 |
Operating expenses: | ||
Selling, general and administrative | 20,362 | 22,020 |
Research and development | 1,128 | 2,874 |
Restructuring charges | 755 | 0 |
Transaction expenses | 0 | 1,399 |
Operating loss | (12,032) | (16,426) |
Interest expense | 3,556 | 3,555 |
Net increase (decrease) in fair value of derivatives | 10,567 | (1,263) |
Other expense | 0 | 30 |
Loss before taxes | (26,155) | (18,748) |
Income tax expense | 59 | 77 |
Net loss | $ (26,214) | $ (18,825) |
Basic net loss per share (in usd per share) | $ (0.19) | $ (0.14) |
Diluted net loss per share (in usd per share) | $ (0.19) | $ (0.14) |
Weighted-average shares outstanding: | ||
Weighted-average shares outstanding, Basic (in shares) | 138,548,599 | 131,882,556 |
Weighted-average shares outstanding, Diluted (in shares) | 138,548,599 | 131,882,556 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Private Placement | Common Stock | Common Stock Private Placement | Additional paid in capital | Additional paid in capital Private Placement | Treasury stock | Accumulated deficit |
Beginning balance, common shares (in shares) at Dec. 31, 2021 | 135,566,227 | |||||||
Beginning balance at Dec. 31, 2021 | $ 122,368 | $ 14 | $ 253,744 | $ 0 | $ (131,390) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (18,825) | (18,825) | ||||||
Equity-based compensation expense | 3,858 | 3,858 | ||||||
Repurchase of shares as a result of Forward Share Purchase Agreements (in shares) | (9,952,803) | |||||||
Repurchase of shares as a result of Forward Share Purchase Agreements | (57,350) | (57,350) | ||||||
Ending balance, common shares (in shares) at Mar. 31, 2022 | 125,613,424 | |||||||
Ending balance at Mar. 31, 2022 | $ 50,051 | $ 14 | 257,602 | (57,350) | (150,215) | |||
Beginning balance, common shares (in shares) at Dec. 31, 2022 | 127,022,363 | 127,022,363 | ||||||
Beginning balance at Dec. 31, 2022 | $ (37,872) | $ 14 | 272,528 | $ (57,350) | (253,064) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (26,214) | (26,214) | ||||||
Equity-based compensation expense | 3,805 | 3,805 | ||||||
Issuance of Private Placement shares (in shares) | 13,888,889 | |||||||
Issuance of Private Placement shares | $ 7,081 | $ 2 | $ 7,079 | |||||
Issuance of shares for equity-based compensation awards, net (in shares) | 911,861 | |||||||
Issuance of shares for equity-based compensation awards, net | $ (839) | (839) | ||||||
Issuance of shares for exercised convertible notes (in shares) | 94 | |||||||
Repurchase of shares as a result of Forward Share Purchase Agreements (in shares) | (9,952,803) | |||||||
Repurchase of shares as a result of Forward Share Purchase Agreements | $ (57,350) | |||||||
Ending balance, common shares (in shares) at Mar. 31, 2023 | 141,823,207 | 141,823,207 | ||||||
Ending balance at Mar. 31, 2023 | $ (54,039) | $ 16 | $ 282,573 | $ (57,350) | $ (279,278) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (26,214) | $ (18,825) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,986 | 1,772 |
Amortization of debt issuance costs | 500 | 523 |
Equity-based compensation expense | 3,805 | 3,858 |
Non-cash lease expense | (35) | 0 |
Provision for doubtful accounts | 882 | 0 |
Deferred income tax expense | 54 | 174 |
Net increase (decrease) in fair value of derivatives | 10,567 | (1,263) |
Loss on sale of property and equipment | 8 | 0 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | (3,469) | 1,981 |
Increase in contract assets | (1,115) | (2,306) |
Decrease in prepaid expenses and other assets | 1,488 | 432 |
(Decrease) increase in accounts payable | (4,914) | 1,150 |
Increase in accrued liabilities | 4,066 | 6,307 |
Increase (decrease) in contract liabilities | 325 | (1,415) |
Increase in other liabilities | 49 | 83 |
Net cash used in operating activities | (12,017) | (7,529) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (359) |
Net cash used in investing activities | 0 | (359) |
Cash flows from financing activities: | ||
Proceeds from issuance of Private Placement shares, net | 21,975 | 0 |
Repurchase of shares as a result of forward share purchase agreements | 0 | (100,896) |
Repayment of short-term borrowings | (763) | (1,159) |
Net cash provided by (used in) financing activities | 21,212 | (102,055) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 9,195 | (109,943) |
Cash and cash equivalents and restricted cash at the beginning of period | 12,632 | 169,921 |
Cash and cash equivalents and restricted cash at the end of the period | $ 21,827 | $ 59,978 |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business BigBear.ai Holdings, Inc.’s (“ BigBear.ai ”, “ BigBear.ai Holdings ”, or the “ Company ”) mission is to help deliver clarity for clients as they face their most complex decisions. BigBear.ai’s artificial intelligence (“ AI ”)-powered decision intelligence solutions are leveraged in three primary markets—global supply chains & logistics, autonomous systems, and cybersecurity. The Company’s customers, including federal defense and intelligence agencies, manufacturers, third party logistics providers, retailers, healthcare, and life sciences organizations, rely on BigBear.ai’s solutions to empower leaders to decide on the best possible course of action by creating order from complex data, identifying blind spots, and building predictive outcomes. Unless otherwise indicated, references to “we”, “us” and “our” refer collectively to BigBear.ai Holdings, Inc. and its consolidated subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation We prepared these accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles ( “GAAP” ) for interim financial information, the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts. In the opinion of management, these consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations, financial condition, and cash flows for the interim periods presented. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated financial statements include, but are not limited to, accounting for revenue and cost recognition; evaluation of goodwill; intangible assets; and other assets for impairment; income taxes; equity-based compensation; fair value measurements; and contingencies. We eliminate intercompany balances and transactions in consolidation. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. 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. As of December 31, 2022, the Company had two operating and reportable segments that were organized by sector: Cyber & Engineering and Analytics. During the three months ended March 31, 2023, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board (" FASB ") Accounting Standards Codification (" ASC ") 280 - Segment Reporting , 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 such changes, the performance of the Company’s operations are evaluated by the CODM using the consolidated financial results of the Company. 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. The single reportable segment is consistent with information used by the CODM to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (“ ASC 805 ”), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ ASU 2021-08 ”). Upon the issuance of ASU No. 2014-09, Revenue from Contracts with Customers (“ ASC 606 ”), which provides a single comprehensive accounting model on revenue recognition for contracts with customers, stakeholders indicated that there are differing views on whether the concept of a performance obligation introduced by ASC 606 should be used to determine whether a contract liability is recognized in a business combination from revenue contracts. Before the adoption date of ASC 606, a liability for deferred revenue was generally recognized in an acquirer’s financial statements if it represented a legal obligation. The amendments in ASU 2021-08 address how to determine whether a contract liability is recognized by the acquirer in a business combination. Additionally, stakeholders raised questions about how to apply ASC 805 to contracts with a customer acquired in a business. Under current practice, the timing of payment for a revenue contract may subsequently affect the amount of post-acquisition revenue recognized by the acquirer. For example, if two revenue contracts with identical performance obligations are acquired but one contract is paid upfront before the acquisition and the other contract is paid over the contract term after the acquisition, the amount of revenue recognized by the acquirer after the business combination likely would differ between the two acquired contracts. The amendments in ASU 2021-08 resolve this inconsistency by providing specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. The new guidance will be effective for the years beginning after December 15, 2022. The Company prospectively adopted ASU 2021-08 as of January 1, 2022. |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges Upon performing a strategic review of the Company’s capacity and future projections, the Company initiated restructuring actions in the third and fourth quarters of 2022, both of which were completed as of December 31, 2022. The purpose of the restructuring was to better align the organization and cost structure and improve the affordability of products and services. A liability reflecting unpaid employee separation costs of $1,535 is presented on the consolidated balance sheets within other current liabilit ies as of December 31, 2022. During the three months ended March 31, 2023, the Company further refined its organizational structure to align with the change in its reportable and operating segments, resulting in additional employee separation costs of $755, net of tax benefits. The Company had completed this restructuring action as of March 31, 2023. A liability reflecting unpaid employee separation costs of $1,303 is presented on the consolidated balance sheets within other current liabilities as of March 31, 2023. The table below presents the activity in restructuring charges for the three months ended March 31, 2023: As of December 31, 2022 $ 1,535 Additions 755 Settlements (987) As of March 31, 2023 $ 1,303 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations ProModel Acquisition On April 7, 2022, the Company’s subsidiary BigBear.ai, LLC acquired 100% of the equity interest in ProModel Corporation (“ProModel Co rporation”), a leader in simulation-based predictive and prescriptive analytic software for process improvement enabling organizations to make better decisions, for approximately $16.1 million, subject to certain adjustments. This acquisition complements the Company’s previous acquisition of ProModel’s Government Services business, ProModel Government Solutions Inc. ( “ProModel Government Solutions” ), which closed on December 21, 2020. The acquisition was funded through a combination of cash on hand and the issuance of 649,976 shares of the Company’s common stock. ProModel Corporation was aligned under the Analytics reportable operating segment prior to the Company’s reevaluation of its operating and reportable segments, effective for the first quarter of fiscal year 2023. The purchase agreement with the sellers of ProModel Corporation also stipulates that certain funds would be held in escrow (such funds, the “ Indemnity Escrow Deposit ”, the “ Distribution Withholding Deposit ”, and the “ Adjustment Escrow Deposit ”), for the benefit of the seller. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Adjustment Escrow Amount of $200, the Distribution Withholding Escrow Amount of $100, and the Indemnity Escrow Amount of $100 shall be held in escrow until released in accordance with the purchase agreement and the Escrow Agreement. The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. April 7, 2022 Cash paid $ 8,559 Equity issued 7,501 Purchase consideration $ 16,060 Assets: Cash $ 4,094 Accounts receivable 743 Prepaid expenses and other current assets 1,600 Contract assets 398 Property and equipment 83 Other non-current assets 21 Intangible assets 9,300 Total assets acquired $ 16,239 Liabilities: Accounts payable 5 Accrued liabilities 7,752 Contract liabilities 1,555 Deferred tax liabilities 1,458 Total liabilities acquired $ 10,770 Fair value of net identifiable assets acquired 5,469 Goodwill $ 10,591 The following table summarizes the intangible assets acquired by class: April 7, 2022 Technology $ 3,500 Customer relationships 5,800 Total intangible assets $ 9,300 The acquired technology and customer relationship intangible assets have a weighted-average estimated useful lives of 7 years and 20 years, respectively. The fair value of the acquired technology was determined using the relief from royalty (“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 acquisition is deductible. Pro Forma Financial Data (Unaudited) The following table presents the pro forma consolidated results of operations of BigBear.ai for the three-month period ended March 31, 2022 as though the acquisition of ProModel Corporation had been completed as of January 1, 2021. Three Months Ended March 31, 2022 Net revenue $ 37,635 Net loss (19,902) 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 o f January 1, 2021, n or 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, short-term debt, including the current portion of long-term debt, accrued liabilities, and other current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. Private warrants and Private Placement (“ PIPE ”) warrants are valued using a modified Black-Scholes option pricing model ( “OPM” ), which is considered to be a Level 3 fair value measurement. See Note N—Warrants for information on the Level 3 inputs used to value the private warrants and PIPE warrants. The table below presents the financial liabilities measured at fair value on a recurring basis: March 31, 2023 Balance Sheet Caption Level 1 Level 2 Level 3 Total PIPE warrants Derivative liabilities $ — $ — $ 25,417 $ 25,417 Private warrants Derivative liabilities — — 52 52 December 31, 2022 Balance Sheet Caption Level 1 Level 2 Level 3 Total Private warrants Other non-current liabilities $ — $ — $ 9 $ 9 The changes in the fair value of the Level 3 liabilities are as follows: Level 3 PIPE warrants Private warrants December 31, 2022 $ — $ 9 Additions 14,893 — Changes in fair value 10,524 43 March 31, 2023 $ 25,417 $ 52 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets The table below presents details on prepaid expenses and other current assets: March 31, 2023 December 31, 2022 Prepaid insurance $ 2,347 $ 3,205 Prepaid expenses 1,863 1,663 Prepaid taxes 1,823 1,827 Pre-contract costs (1) 2,742 3,605 Total prepaid expenses and other current assets $ 8,775 $ 10,300 (1) Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs) . 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. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The table below presents details on accrued liabilities: March 31, 2023 December 31, 2022 Payroll accruals $ 12,664 $ 11,319 Accrued interest 3,565 567 Other accrued expenses 2,042 1,480 Total accrued liabilities $ 18,271 $ 13,366 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The table below presents the Company’s debt balances: March 31, 2023 December 31, 2022 Convertible Notes $ 200,000 $ 200,000 Bank of America Senior Revolver — — D&O Financing Loan 1,296 2,059 Total debt 201,296 202,059 Less: unamortized issuance costs 7,193 7,682 Total debt, net 194,103 194,377 Less: current portion 1,296 2,059 Long-term debt, net $ 192,807 $ 192,318 Convertible Notes On December 7, 2021, the previously announced merger ( “Merger” ) with GigCapital4, Inc. ( “GigCapital4” ) was consummated and the Company issued $200.0 million of unsecured convertible notes (the “Convertible Notes” ) to certain investors. The Convertible Notes bear interest at a rate of 6.0% per annum, payable semi-annually, and not including any interest payments that are settled with the issuance of shares, were initially convertible into 17,391,304 shares of the Company’s common stock at an initial Conversion Price of $11.50. The Conversion Price is subject to adjustments. On May 29, 2022, pursuant to the Convertible Note indenture, the conversion rate applicable to the Convertible Notes was adjusted to 94.2230 (previously 86.9565) shares of common stock per $1,000 principal amount of Convertible Notes because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the “ Conversion Rate Reset ”). After giving effect to the Conversion Rate Reset, the Conversion Price is $10.61 and the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. The Convertible Note financing matures on December 15, 2026. The Company may, at its election, force conversion of the Convertible Notes after December 15, 2022 and prior to October 7, 2026 if the trading price of the Company’s common stock exceeds 130% of the conversion price for 20 out of the preceding 30 trading days and 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 $3.0 million for the first two years after the initial issuance of the Convertible Notes and $2.0 million thereafter. Upon such conversion, the Company will be obligated to pay all regularly scheduled interest payments, if any, due on the converted Convertible Notes on each interest payment date occurring after the conversion date for such conversion to, but excluding, the maturity date (such interest payments, an “ Interest Make-Whole Payments ”). In the event that a holder of the Convertible Notes elects to convert the Convertible Notes (a) prior to December 15, 2024, the Company will be obligated to pay an amount equal to twelve months of interest or (b) on or after December 15, 2024 but prior to December 15, 2025, any accrued and unpaid interest plus any remaining amounts that would be owed up to, but excluding, December 15, 2025. The Interest Make-Whole Payments will be payable in cash or shares of the common stock at the Company’s election, as set forth in the Indenture. Following certain corporate events that occur prior to the maturity date or if the Company exercises its mandatory conversion right in connection with such corporate events, the conversion rate will be increased in certain circumstances for a holder who elects, or has been forced, to convert its Convertible Notes in connection with such corporate events. If a Fundamental Change (as defined in the Convertible Note indenture) occurs prior to the maturity date, holders of the Convertible Notes will have the right to require the Company to repurchase all or any portion of their Convertible Notes in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. The Convertible Notes require the Company to meet certain financial and other covenants. As of March 31, 2023, the Company was in compliance with all covenants. On May 29, 2022, pursuant to the conversion rate adjustment provisions in the Convertible Note indenture, the Conversion Price was adjusted to $10.61 (or 94.2230 shares of common stock per one thousand dollars of principal amount of Convertible Notes). Subsequent to the adjustment, the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. During the three months ended March 31, 2023, Convertible Notes with a principal of $1,000 were exercised for 94 shares of the Company’s common stock. As of March 31, 2023 , the Company has an outstanding balance of $200.0 million related to the Convertible Notes, which is recorded on the balance sheet net of approximately $7.2 million of unamortized debt issuance costs. Bank of America Senior Revolver The Company is party to a senior credit agreement with Bank of America, N.A. (the “Bank of America Credit Agreement” ), entered into on December 7, 2021 (the “ Closing Date ”), subsequently amended on November 8, 2022, providing the Company with a $25.0 million senior secured revolving credit facility (the “Senior Revolver” ). Proceeds from the Senior Revolver will be used to fund working capital needs, capital expenditures, and other general corporate purposes. The Senior Revolver matures on December 7, 2025 (the “Maturity Date” ). The Senior Revolver is secured by a pledge of 100% of the equity of certain of the Company’s wholly owned subsidiaries and a security interest in substantially all of the Company’s tangible and intangible assets. The Senior Revolver includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the “swing loans.” Any issuance of letters of credit or making of a swing loan will reduce the amount available under the revolving credit facility. The Company may increase the commitments under the Senior Revolver in an aggregate amount of up to the greater of $25.0 million or 100% of consolidated adjusted EBITDA plus any additional amounts so long as certain conditions, including compliance with the applicable financial covenants for such period, in each case on a pro forma basis, are satisfied. As of the Closing Date, borrowings under the Senior Revolver bear interest, at the Company’s option, at: (i) A Base Rate plus a Base Rate Margin of 2.00%. Base Rate is a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) Bloomberg Short-Term Yield Index (“ BSBY ”) Rate plus 1.00%; or (ii) The BSBY Rate plus a BSBY Margin of 1.00%. The Base Rate Margin and BSBY Margin became subject to adjustment based on the Company’s Secured Net Leverage Ratio after March 31, 2022. The Company is also required to pay unused commitment fees and letter of credit fees under the Bank of America Credit Agreement. The Second Amendment (defined below) increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%. The Bank of America Credit Agreement requires the Company to meet certain financial and other covenants. The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of June 30, 2022, and as a result was unable to draw on the facility. The Company notified Bank of America N.A. of the covenant violation, and on August 9, 2022, entered into the First Amendment (the “First Amendment” ) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio provided for in the Credit Agreement for the quarter ended June 30, 2022. The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of September 30, 2022, and as a result was unable to draw on the facility. On November 8, 2022, the Company entered into a Second Amendment to the Bank of America Credit Agreement (the “ Second Amendment ”), which modifies key terms of the Senior Revolver. As a result of the Second Amendment, funds available under the Senior Revolver are reduced to $25.0 million from $50.0 million, limited to a borrowing base of 90% of Eligible Prime Government Receivables and Eligible Subcontractor Government Receivables, plus 85% of Eligible Commercial Receivables. Additionally, the Second Amendment increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%. Following entry into the Second Amendment, the Senior Revolver no longer is subject to a minimum Fixed Charge Coverage ratio covenant. In order for the facility to become available for borrowings (the “ initial availability quarter ”), the Company must report Adjusted EBITDA of at least one dollar. Commencing on the first fiscal quarter after the initial availability quarter, the Company is required to have aggregated reported Adjusted EBITDA of at least $1 over the two preceding quarters to maintain its ability to borrow under the Senior Revolver (though the inability to satisfy such condition does not result in a default under the Senior Revolver). Failure to meet these Adjusted EBITDA requirements is not deemed to be a default but will limit the Company’s ability to make borrowings under the Senior Revolver until such time that the Company is able meet the Adjusted EBITDA thresholds as defined in the Second Amendment. The Company did not meet the Adjusted EBITDA requirement during the three months ended March 31, 2023, and is unable to draw on the Senior Revolver as of March 31, 2023. The Second Amendment removes the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio. Based on current forecasts, management believes that it is reasonably likely that the Company may fail to meet the minimum Adjusted EBITDA requirements of the Bank of America Credit Agreement in future periods and therefore, may be unable to draw on the facility. Management performed a cash flow analysis to identify the Company’s projected approximate cash flow and liquidity needs for the next 12 months. Based on the Company’s projected cash flow and liquidity needs, we believe that our cash from operating activities generated from continuing operations during the year will be adequate for the next 12 months to meet our anticipated uses of cash flow, including payroll obligations, working capital, operating lease obligations, capital expenditures and debt service costs, and it is considered unlikely that the Company would require access to draw funds on the Senior Revolver in the foreseeable future. As of March 31, 2023, the Company had not drawn on the Senior Revolver. Unamortized debt issuance costs of $186 as of March 31, 2023, are recorded on the consolidated balance sheets and are presented in other non-current assets. The Bank of America Credit Agreement requires the Company to deliver monthly borrowing base certificates. The Company did not deliver such monthly borrowing base certificates for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023. Bank of America N.A. notified the Company of the reporting violation, and on April 21, 2023, Bank of America N.A. and the Company entered into the Third Amendment (the “ Third Amendment ”) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company deliver the monthly borrowing base certificate for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023, and removed the reporting requirement to deliver a monthly borrowing base certificate going forward until the Company meets the Adjusted EBITDA requirements set forth above and is permitted to draw on the Senior Revolver. D&O Financing Loan On December 8, 2021, the Company entered into a $4,233 loan (the “D&O Financing Loan” ) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2022. The D&O Financing Loan had an interest rate of 1.50% per annum and a maturity date of December 8, 2022. On December 8, 2022, the Company entered into a $2,059 loan (the “ 2023 D&O Financing Loan ”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2023. The 2023 D&O Financing Loan required an upfront payment of $1,109 and has an interest rate of 5.75% per annum and a maturity date of December 8, 2023. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company is obligated under operating leases for certain real estate and office equipment assets. The Company’s finance leases are not material. Certain leases contained predetermined fixed escalation of minimum rents at rates ranging from 2.5% to 5.4% per annum and remaining lease terms of up to eight years, some of which include renewal options that could extend certain leases to up to an additional five years. The following table presents supplemental information related to leases at March 31, 2023: Weighted average remaining lease term 5.22 Weighted average discount rate 10.50 % The table below presents the rent expense under all leases for the following periods: Three Months Ended March 31, 2023 Rent expense $ 377 Rent expense for the three months ended March 31, 2023 includes $63 of short-term lease costs and $22 of variable lease costs. The Company subleases certain leases. As of March 31, 2023, the Company has subleased three of its real estate leases and recognized $39 of sublease income on the consolidated statements of operations during the three months ended March 31, 2023. The following table presents supplemental cash flow and non-cash information related to leases: Three Months Ended March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases $ 325 As of March 31, 2023 , the future annual minimum lease payments for operating leases are as follows: Remainder of 2023 $ 1,041 2024 1,257 2025 1,207 2026 1,138 2027 531 Thereafter 3,625 Total future minimum lease payments $ 8,799 Less amounts related to imputed interest (3,083) Present value of future minimum lease payments 5,716 Less current portion of long-term lease liability 810 Long-term lease liability $ 4,906 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The table below presents the effective income tax rate for the following periods: Three Months Ended March 31, 2023 2022 Effective tax rate (0.2) % (0.4) % The Company was taxed as a corporation for federal, state, and local income tax purposes for the three months ended March 31, 2023 and March 31, 2022. The effective tax rate for the three months ended March 31, 2023 and March 31, 2022 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, consolidated statements of operations, or cash flows |
Written Put Option
Written Put Option | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instrument Detail [Abstract] | |
Written Put Option | Written Put Option Immediately prior to the stockholder vote for the Merger, GigCapital4 exe cuted a series of Forward Share Purchase Agreements ( “FPAs” ) with Highbridge Tactical Credit Master Fund. L.P. and Highbridge SPAC Opportunity Fund, L.P. (the “ Highbridge Investors ”), Tenor Opportunity Master Fund Ltd. (“ Tenor ”), and Glazer Capital, LLC and Meteora Capital, LLC (the “ Glazer Investors ”, together with the Highbridge Investors and Tenor, the “ Investors ”). The FPAs provide that each of the Investors would not redeem their shares and instead would hold the shares for a period of up to three months following the consummation of the Merger, at which time they would have the right to sell the shares to the Company for $10.15 per share (the “ Written Put Option ”). The Investors had the right to sell shares on the open market before the end of the three-month period provided that the share price was at least $10.00 per share. If the Investors sold any shares in the open market within the first month of the three- month period and at a price greater than $10.05 per share, the Company would pay the Investors $0.05 per share sold. The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: December 6, 2021 Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803 During the first quarter of 2022 , the Company settled the derivative liability associated with the Written Put Option by repurchasing all 9,952,803 shares of its common stock at the Investors’ request. Certain of the Investors requested for their shares to be repurchased prior to the end of the three-month period at a reduced price per share. As a result, 5,000,000 shares were repurchased at $10.125 per share during the first quarter of 2022. During the three months ended March 31, 2022, the derivative liability was remeasured to its intrinsic value at each date that the underlying shares were repurchased. The resulting gain of $1,281 was presented in net increase (decrease) in fair value of derivatives on the consolidated statement of operations PIPE Warrants On January 19, 2023, the Company consummated the closing of a private placement (the “ Private Placement ”) by and among the Company and Armistice Capital Master Fund Ltd (the “ Purchaser ”). At the closing of the Private Placement, the Company issued 13,888,889 shares of the Company’s common stock at par value and warrants to purchase up to an additional 13,888,889 shares of common stock (the “ PIPE warrants ”). The PIPE warrants have an exercise price of $2.39 per share and may be exercisable as of July 19, 2023 until July 19, 2028. The PIPE warrants are subject to a 4.99% beneficial ownership limitation that precludes the Purchaser from exercising any portion of the PIPE warrants to the extent that, following such exercise, the Purchaser’s beneficial ownership of our then outstanding common stock would exceed 4.99%. The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates: March 31, 2023 January 19, 2023 Value of each PIPE warrant $ 1.83 $ 1.22 Exercise price $ 2.39 $ 2.39 Common stock price $ 2.44 $ 1.87 Expected option term (years) 5.3 5.5 Expected volatility 94.60% 82.10% Risk-free rate of return 3.60% 3.40% Expected annual dividend yield —% —% As of March 31, 2023, the PIPE warrants have a fair value of $25,417 and are presented on the consolidated balance sheets within derivative liabilit ies. A loss of $10,524 was recognized as a result of the change in fair value for the three months ended March 31, 2023 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of March 31, 2023, there were 13,888,889 PIPE warrants issued and outstanding. Public Warrants Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day notice period; and (5) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares. As of March 31, 2023 and December 31, 2022, there were 12,150,878 and 12,115,130 public warrants issued and outstanding, respectively. Private Warrants The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than GigAcquisitions4, LLC (“ Sponsor ”), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Underwriters” ), or any respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The Sponsor, the Underwriters, and any respective permitted transferees have the option to exercise the private warrants on a cashless basis. The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates: March 31, 2023 December 31, 2022 Fair value of each private warrant $ 0.30 $ 0.04 Exercise price $ 11.50 $ 11.50 Common stock price $ 2.44 $ 0.67 Expected option term (in years) 3.7 3.9 Expected volatility 62.10% 72.10 % Risk-free rate of return 3.70% 4.10 % Expected annual dividend yield —% — % As of March 31, 2023 and December 31, 2022, the private warrants have a fair value of $52 and $9 and are presented on the consolidated balance sheets within derivative liabilit ies and other non-current liabilities, respectively. A loss of $43 and $18 was recognized as a result of the change in fair value for the three months ended March 31, 2023 and March 31, 2022, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of March 31, 2023 and December 31, 2022, there were 174,894 and 210,642 private warrants issued and outstanding, respectively. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock The table below presents the details of the Company’s authorized common stock as of the following periods: March 31, 2023 December 31, 2022 Common stock: Authorized shares of common stock 500,000,000 500,000,000 Common stock par value per share $ 0.0001 $ 0.0001 Common stock outstanding at the period end 141,823,207 127,022,363 Treasury Stock During the three months ended March 31, 2023, the Company repurchased 9,952,803 shares at a cost of $57,350 to settle the Company’s obligations under the FPAs. These shares are measured at cost and presented as treasury stock on the consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity. Dividend Rights Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company’s preferred stock or any class or series of stock having a preference over or the right to participate with the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company’s common stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Company’s Board in its discretion shall determine. Voting Rights Each outstanding share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of common stock do not have cumulative voting rights. Conversion or Redemption Rights The Company’s common stock is neither convertible nor redeemable. Liquidation Rights Upon the Company’s liquidation, the holders of the Company’s common stock are entitled to receive prorata the Company’s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company’s preferred stock then outstanding. Preferred Stock The table below presents the details of the Company’s authorized preferred stock as of the following periods: March 31, 2023 December 31, 2022 Preferred stock: Authorized shares of preferred stock 1,000,000 1,000,000 Preferred stock par value per share $ 0.0001 $ 0.0001 Preferred stock outstanding at the period end — — The Company’s Board may, without further action by the Company’s stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the Company’s common stock. Satisfaction of any dividend preferences of outstanding shares of the Company’s preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Upon the affirmative vote of a majority of the total number of directors then in office, the Company’s Board may issue shares of the Company’s preferred stock with voting and conversion rights which could adversely affect the holders of shares of the Company’s common stock. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Written Put Option Immediately prior to the stockholder vote for the Merger, GigCapital4 exe cuted a series of Forward Share Purchase Agreements ( “FPAs” ) with Highbridge Tactical Credit Master Fund. L.P. and Highbridge SPAC Opportunity Fund, L.P. (the “ Highbridge Investors ”), Tenor Opportunity Master Fund Ltd. (“ Tenor ”), and Glazer Capital, LLC and Meteora Capital, LLC (the “ Glazer Investors ”, together with the Highbridge Investors and Tenor, the “ Investors ”). The FPAs provide that each of the Investors would not redeem their shares and instead would hold the shares for a period of up to three months following the consummation of the Merger, at which time they would have the right to sell the shares to the Company for $10.15 per share (the “ Written Put Option ”). The Investors had the right to sell shares on the open market before the end of the three-month period provided that the share price was at least $10.00 per share. If the Investors sold any shares in the open market within the first month of the three- month period and at a price greater than $10.05 per share, the Company would pay the Investors $0.05 per share sold. The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: December 6, 2021 Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803 During the first quarter of 2022 , the Company settled the derivative liability associated with the Written Put Option by repurchasing all 9,952,803 shares of its common stock at the Investors’ request. Certain of the Investors requested for their shares to be repurchased prior to the end of the three-month period at a reduced price per share. As a result, 5,000,000 shares were repurchased at $10.125 per share during the first quarter of 2022. During the three months ended March 31, 2022, the derivative liability was remeasured to its intrinsic value at each date that the underlying shares were repurchased. The resulting gain of $1,281 was presented in net increase (decrease) in fair value of derivatives on the consolidated statement of operations PIPE Warrants On January 19, 2023, the Company consummated the closing of a private placement (the “ Private Placement ”) by and among the Company and Armistice Capital Master Fund Ltd (the “ Purchaser ”). At the closing of the Private Placement, the Company issued 13,888,889 shares of the Company’s common stock at par value and warrants to purchase up to an additional 13,888,889 shares of common stock (the “ PIPE warrants ”). The PIPE warrants have an exercise price of $2.39 per share and may be exercisable as of July 19, 2023 until July 19, 2028. The PIPE warrants are subject to a 4.99% beneficial ownership limitation that precludes the Purchaser from exercising any portion of the PIPE warrants to the extent that, following such exercise, the Purchaser’s beneficial ownership of our then outstanding common stock would exceed 4.99%. The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates: March 31, 2023 January 19, 2023 Value of each PIPE warrant $ 1.83 $ 1.22 Exercise price $ 2.39 $ 2.39 Common stock price $ 2.44 $ 1.87 Expected option term (years) 5.3 5.5 Expected volatility 94.60% 82.10% Risk-free rate of return 3.60% 3.40% Expected annual dividend yield —% —% As of March 31, 2023, the PIPE warrants have a fair value of $25,417 and are presented on the consolidated balance sheets within derivative liabilit ies. A loss of $10,524 was recognized as a result of the change in fair value for the three months ended March 31, 2023 and is presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of March 31, 2023, there were 13,888,889 PIPE warrants issued and outstanding. Public Warrants Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day notice period; and (5) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares. As of March 31, 2023 and December 31, 2022, there were 12,150,878 and 12,115,130 public warrants issued and outstanding, respectively. Private Warrants The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than GigAcquisitions4, LLC (“ Sponsor ”), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Underwriters” ), or any respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The Sponsor, the Underwriters, and any respective permitted transferees have the option to exercise the private warrants on a cashless basis. The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates: March 31, 2023 December 31, 2022 Fair value of each private warrant $ 0.30 $ 0.04 Exercise price $ 11.50 $ 11.50 Common stock price $ 2.44 $ 0.67 Expected option term (in years) 3.7 3.9 Expected volatility 62.10% 72.10 % Risk-free rate of return 3.70% 4.10 % Expected annual dividend yield —% — % As of March 31, 2023 and December 31, 2022, the private warrants have a fair value of $52 and $9 and are presented on the consolidated balance sheets within derivative liabilit ies and other non-current liabilities, respectively. A loss of $43 and $18 was recognized as a result of the change in fair value for the three months ended March 31, 2023 and March 31, 2022, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of March 31, 2023 and December 31, 2022, there were 174,894 and 210,642 private warrants issued and outstanding, respectively. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Class B Unit Incentive Plan In February 2021, the Company’s Parent, BBAI Ultimate Holdings, LLC (“ Parent ”), adopted a compensatory benefit plan (the “Class B Unit Incentive Plan” ) to provide incentives to directors, managers, officers, employees, consultants, advisors, and/or other service providers of the Company’s Parent or its Subsidiaries in the form of the Parent’s Class B Units ( “Incentive Units” ). Incentive Units have a participation threshold of $1.00 and are divided into three tranches ( “Tranche I,” “Tranche II,” and “Tranche III” ). Tranche I Incentive Units are subject to performance-based, service-based, and market-based conditions. The grant date fair value for the Incentive Units was $5.19 per unit. The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows: February 16, 2021 Volatility 57.0% Risk-free interest rate 0.1% Expected time to exit (in 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 immediately became fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement” ) dated June 4, 2021. The Company’s Parent also amended the Class B Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class B Unit Incentive Plan, rather than only upon the occurrence of an Exit Sale, subject to the market-based condition stipulated in the Class B Unit Incentive Plan prior to its amendment. Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The performance conditions required to vest per the amended Incentive Plan remain improbable until they occur due to the unpredictability of the events required to meet the vesting conditions. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the vesting conditions are met. Once the event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their modification date fair value) will be recognized based on the portion of the requisite service period that has been rendered. The modification date fair value of the Incentive Units was $9.06 per unit. The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows: July 29, 2021 Volatility 46.0% Risk-free interest rate 0.2% Expected time to exit (in years) 1.2 The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Successor . On December 7, 2021, the previously announced Merger was consummated. As a result, the Tranche I and Tranche III Incentive Units immediately became fully vested and the performance condition for the Tranche II Incentive Units was met. The fair value determined at the date of the amendment of the Class B Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units is recognized over the derived service period of 30 months from the modification date. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of approximately 25 months. The table below presents the activity in Tranche II of the Class B Units: Unvested as of December 31, 2022 1,295,000 Forfeited (40,000) Unvested as of March 31, 2023 1,255,000 As of March 31, 2023, there was approximately $3,757 of unrecognized compensation costs related to Tranche II Incentive Units, which is expected to be recognized over the remaining weighted average period of 0.83 years. Stock Options On December 7, 2021, the Company adopted the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan” ). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by providing eligible employees, prospective employees, consultants, and non-employee directors of the Company the opportunity to receive stock- and cash-based incentive awards. During the three months ended March 31, 2023, pursuant to the Plan, the Company’s Board of Directors granted certain grantees Stock Options to purchase shares of the Company’s common stock at a weighted-average exercise price of $1.84. The Stock Options vest over four years with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. Vesting is contingent upon continued employment or service to the Company and is accelerated in the event of death, disability, or a change in control, subject to certain conditions; both the vested and unvested portion of a Grantee’s Stock Options will be immediately forfeited and cancelled if the Grantee ceases employment or service to the Company. The Stock Options expire on the 10th anniversary of the grant date. The table below presents the fair value of the Stock Options as estimated on the grant date using the Black-Scholes OPM using the following assumptions: Number of Stock Options granted 2,148,274 Price of common stock on the grant date $ 1.93 Expected option term (in years) 5.8 to 6.2 Expected volatility (1) 96.8% to 97% Risk-free rate of return 3.4% Expected annual dividend yield —% Fair value of the Stock Options on the grant date $1.51 to $1.53 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies. The table below presents the activity in the Stock Options: Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,982,893 $ 2.89 9.64 $ — Granted 2,148,274 1.84 Forfeited (194,493) 4.04 Expired (625) 9.99 Outstanding as of March 31, 2023 4,936,049 $ 2.39 9.60 $ 3,733 Vested and exercisable as of March 31, 2023 234,491 $ 6.43 7.91 $ 72 The Stock Options had $3,733 intrinsic value as of March 31, 2023. The Company recognizes equity-based compensation expense for the Stock Options equal to the fair value of the awards on a straight-line basis over the service based vesting period. As of March 31, 2023 , there was approximately $6,565 of unrecognized compensation costs related to the Stock Options, which is expected to be recognized over the remaining weighted average period of 2.61 years. Restricted Stock Units During the three months ended March 31, 2023, pursuant to the Plan, the Company’s Board of Directors communicated the key terms and committed to grant Restricted Stock Units ( “RSUs” ) to certain employees and nonemployee directors. The Company granted 6,836,324 RSUs to employees during the three months ended March 31, 2023. RSUs granted to employees generally vest over four years, with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. RSUs granted to nonemployee directors vest 25% each quarter following the grant date. Vesting of RSUs is accelerated in the event of death, disability, or a change in control, subject to certain conditions The table below presents the activity in the RSUs: RSUs Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 7,595,185 $ 2.35 Granted 6,836,324 2.01 Vested (1,130,064) 3.08 Forfeited (418,857) 4.77 Unvested as of March 31, 2023 12,882,588 $ 2.03 As of March 31, 2023 , there was approximately $25,216 of unrecognized compensation costs related to the RSUs, which is expected to be recognized over the remaining weighted average period of 3.32 years. Performance Stock Units Pursuant to the Plan, the Company’s Board of Directors communicated the key terms and granted Performance Stock Units ( “PSUs” ) to certain employees. The Company grants PSUs to certain employees with performance measures specific to the role of that employee (“ Discretionary PSUs ”). During the three months ended March 31, 2023, the Company also granted 1,133,026 PSUs to employees under the Company’s Short-term Incentive Plan (“ STIP PSUs ”), which contain performance measures based on a combination of Company’s financial performance as well as the individual’s personal performance. The number of Discretionary PSUs and STIP PSUs that will vest is based on the achievement of the performance criteria during each respective annual measurement period, provided that the employees remain in continuous service on each vesting date. Vesting will not occur unless a minimum performance criteria threshold is achieved. The table below presents the activity in the PSUs: PSUs Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 287,500 $ 4.86 Granted 1,133,026 1.84 Forfeited (112,500) 10.03 Unvested as of March 31, 2023 1,308,026 $ 1.80 As of March 31, 2023, it was not considered probable that the performance conditions of the Discretionary PSUs would be achieved. As a result, no equity-based compensation was recognized for the Discretionary PSUs during the three months ended March 31, 2023. As of March 31, 2023, it was considered probable that the performance conditions of the STIP PSUs would be achieved. There was approximately $2,040 of unrecognized compensation costs related to the STIP PSUs, which is expected to be recognized over the remaining weighted average period of 0.98 years. Employee Share Purchase Plan (“ESPP”) Concurrently with the adoption of the Plan, the Company’s Board of Directors adopted the 2021 Employee Stock Purchase Plan (the “ ESPP ”), which authorizes the grant of rights to purchase common stock of the Company to employees, officers, and directors (if they are otherwise employees) of the Company. As of January 1, 2022, the Company reserved an aggregate of 3,974,948 common shares (subject to annual increases on January 1 of each year and ending in 2031) of the Company’s common stock for grants under the ESPP. As of March 31, 2023 , 508,062 shares had been sold under the ESPP and the Company has withheld employee contributions of $510, which are presented on the consolidated balance sheets within other current liabilit ies. Equity-based compensation expense related to purchase rights issued under the ESPP is based on the Black-Scholes OPM fair value of the estimated number of awards as of the beginning of the offering period. Equity-based compensation expense is recognized using the straight-line method over the offering period. The table below presents the assumptions used to estimate the grant date fair value of the purchase rights under the ESPP: ESPP grant date December 1, 2022 Price of common stock on the grant date $ 0.88 Expected term (in years) 0.50 Expected volatility (1) 110.0% Risk-free rate of return 4.6% Expected annual dividend yield —% Fair value of the award on the grant date $ 0.40 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies. As of March 31, 2023, there was approximately $126 of unrecognized compensation costs related to the ESPP, which is expected to be recognized over the remaining weighted average period of 0.17 years. Equity-based Compensation Expense The table below presents the total equity-based compensation expense recognized for Class B Units, Stock Options, RSUs, PSUs and ESPP in selling, general and administrative expense, cost of revenues, and research and development for the following periods: Three Months Ended March 31, 2023 2022 Equity-based compensation expense in selling, general and administrative $ 2,803 $ 3,071 Equity-based compensation expense in cost of revenues 874 700 Equity-based compensation expense in research and development 128 87 Total equity-based compensation expense $ 3,805 $ 3,858 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The numerators and denominators of the basic and diluted net loss per share are co mputed as follows (in thousands, except per share, unit and per unit data): Three Months Ended March 31, Basic and diluted net loss per share 2023 2022 Numerator: Net loss $ (26,214) $ (18,825) Denominator: Weighted average shares outstanding—basic and diluted 138,548,599 131,882,556 Basic and diluted net loss per Share $ (0.19) $ (0.14) As of March 31, 2023, there were outstanding Stock Options to purchase 4,936,049 shares of common stock at a weighted-average exercise price of $2.39, outstanding private warrants and public warrants to convert to 174,894 shares and 12,150,878 shares, respectively, of common stock at a price of $11.50 per share, outstanding PIPE warrants to convert to 13,888,889 shares of common stock at a price of $2.39 per share, convertible notes to convert to 18,844,600 shares of common stock at a conversion price of $10.61, ESPP contributions for the option to acquire 2,667,501 shares of common stock, and outstanding restricted stock units and performance stock units representing the right to receive 12,882,588 shares and 1,308,026 shares of common stock, respectively. Because of the net loss incurred during the three months ended March 31, 2023, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations. As of March 31, 2022, there were outstanding Stock Options to purchase 893,986 shares of common stock at an exercise price of $8.57, outstanding private warrants and public warrants to convert to 366,533 shares and 11,959,939 shares, respectively, of common stock at a price of $11.50 per share, convertible notes to convert to 17,931,304 shares of common stock at an initial conversion price of $11.50, and outstanding restricted stock units and performance stock units representing the right to receive 3,148,274 shares and 150,000 shares of common stock, respectively. Because of the net loss incurred during the three months ended March 31, 2022, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues All revenues were generated within the United States of America. The table below presents total revenues by contract type for the following periods: Three Months Ended March 31, 2023 2022 Time and materials $ 27,159 $ 23,998 Firm fixed price 10,400 8,097 Cost-reimbursable 4,595 4,295 Total revenues $ 42,154 $ 36,390 The majority of the Company’s revenue is recognized over time. Revenue derived from contracts that recognize revenue at a point in time was insignificant for all periods presented. Concentration of Risk Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods: Three Months Ended March 31, 2023 Total Percent of total Customer A $ 6,763 16 % Customer B 4,668 11 % Customer C 8,883 21 % Customer D (1) 4,222 10 % All others 17,618 42 % Total revenues $ 42,154 100 % Three Months Ended March 31, 2022 Total Percent of total Customer A $ 7,264 20 % Customer B 4,497 12 % Customer C 5,351 15 % Customer D (1) 950 3 % All others 18,328 50 % Total revenues $ 36,390 100 % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability. Contract Balances The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: March 31, December 31, Contract assets $ 2,427 $ 1,312 Contract liabilities $ 2,347 $ 2,022 The change in contract assets between December 31, 2022 and March 31, 2023 was primarily driven by services rendered for customers that are yet to be invoiced. The change in contract liability balances between December 31, 2022 and March 31, 2023 was primarily driven by customers that have been invoiced for which services are yet to be performed. Revenue recognized in the three months ended March 31, 2023 that was included in the contract liability balance as of December 31, 2022 was $2,022. When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the expected revenue, the Company recognizes the loss immediately. When the Company determines that a change in estimate has an impact on the associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment in the consolidated statements of operations . Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results. The following table summarizes the impact of the net estimates at completion ( “EAC” ) adjustments on the Company’s operating results: Three Months Ended March 31, 2023 2022 Net EAC Adjustments, before income taxes $ (1,266) $ 20 Net EAC Adjustments, net of income taxes $ (1,000) $ 16 Net EAC Adjustments, net of income taxes, per diluted share $ (0.01) $ — Remaining Performance Obligations The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders and generally includes the funded and unfunded components of contracts that have been awarded. As of March 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations wa s $72 million. The Company expects to recognize approximately 96% of its remaining performance obligations as revenue within the next 12 months and the bal ance thereafter. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsDuring the three months ended March 31, 2023 and 2022, respectively, the Company paid or accrued $295 and $586, as compensation expense for the members of the Board of Directors, including equity-based compensation related to the RSUs of $205 and $322, which is reflected in the selling, general and administrative expenses within the consolidated statements of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events from the date of the consolidated balance sheets through the date the consolidated financial statements were issued on May 15, 2023. No events or transactions material to the understanding of these consolidated financial statements occurred. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We prepared these accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles ( “GAAP” ) for interim financial information, the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts. In the opinion of management, these consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations, financial condition, and cash flows for the interim periods presented. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated financial statements include, but are not limited to, accounting for revenue and cost recognition; evaluation of goodwill; intangible assets; and other assets for impairment; income taxes; equity-based compensation; fair value measurements; and contingencies. We eliminate intercompany balances and transactions in consolidation. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. |
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. As of December 31, 2022, the Company had two operating and reportable segments that were organized by sector: Cyber & Engineering and Analytics. During the three months ended March 31, 2023, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board (" FASB ") Accounting Standards Codification (" ASC ") 280 - Segment Reporting , 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 such changes, the performance of the Company’s operations are evaluated by the CODM using the consolidated financial results of the Company. 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. The single reportable segment is consistent with information used by the CODM to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (“ ASC 805 ”), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ ASU 2021-08 ”). Upon the issuance of ASU No. 2014-09, Revenue from Contracts with Customers (“ ASC 606 ”), which provides a single comprehensive accounting model on revenue recognition for contracts with customers, stakeholders indicated that there are differing views on whether the concept of a performance obligation introduced by ASC 606 should be used to determine whether a contract liability is recognized in a business combination from revenue contracts. Before the adoption date of ASC 606, a liability for deferred revenue was generally recognized in an acquirer’s financial statements if it represented a legal obligation. The amendments in ASU 2021-08 address how to determine whether a contract liability is recognized by the acquirer in a business combination. Additionally, stakeholders raised questions about how to apply ASC 805 to contracts with a customer acquired in a business. Under current practice, the timing of payment for a revenue contract may subsequently affect the amount of post-acquisition revenue recognized by the acquirer. For example, if two revenue contracts with identical performance obligations are acquired but one contract is paid upfront before the acquisition and the other contract is paid over the contract term after the acquisition, the amount of revenue recognized by the acquirer after the business combination likely would differ between the two acquired contracts. The amendments in ASU 2021-08 resolve this inconsistency by providing specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. The new guidance will be effective for the years beginning after December 15, 2022. The Company prospectively adopted ASU 2021-08 as of January 1, 2022. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges by Reportable Segment | The table below presents the activity in restructuring charges for the three months ended March 31, 2023: As of December 31, 2022 $ 1,535 Additions 755 Settlements (987) As of March 31, 2023 $ 1,303 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets And Liabilities Assumed | The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. April 7, 2022 Cash paid $ 8,559 Equity issued 7,501 Purchase consideration $ 16,060 Assets: Cash $ 4,094 Accounts receivable 743 Prepaid expenses and other current assets 1,600 Contract assets 398 Property and equipment 83 Other non-current assets 21 Intangible assets 9,300 Total assets acquired $ 16,239 Liabilities: Accounts payable 5 Accrued liabilities 7,752 Contract liabilities 1,555 Deferred tax liabilities 1,458 Total liabilities acquired $ 10,770 Fair value of net identifiable assets acquired 5,469 Goodwill $ 10,591 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the intangible assets acquired by class: April 7, 2022 Technology $ 3,500 Customer relationships 5,800 Total intangible assets $ 9,300 |
Schedule of Pro Forma Information | The following table presents the pro forma consolidated results of operations of BigBear.ai for the three-month period ended March 31, 2022 as though the acquisition of ProModel Corporation had been completed as of January 1, 2021. Three Months Ended March 31, 2022 Net revenue $ 37,635 Net loss (19,902) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured At Fair Value On Recurring Basis | The table below presents the financial liabilities measured at fair value on a recurring basis: March 31, 2023 Balance Sheet Caption Level 1 Level 2 Level 3 Total PIPE warrants Derivative liabilities $ — $ — $ 25,417 $ 25,417 Private warrants Derivative liabilities — — 52 52 December 31, 2022 Balance Sheet Caption Level 1 Level 2 Level 3 Total Private warrants Other non-current liabilities $ — $ — $ 9 $ 9 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in the fair value of the Level 3 liabilities are as follows: Level 3 PIPE warrants Private warrants December 31, 2022 $ — $ 9 Additions 14,893 — Changes in fair value 10,524 43 March 31, 2023 $ 25,417 $ 52 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | The table below presents details on prepaid expenses and other current assets: March 31, 2023 December 31, 2022 Prepaid insurance $ 2,347 $ 3,205 Prepaid expenses 1,863 1,663 Prepaid taxes 1,823 1,827 Pre-contract costs (1) 2,742 3,605 Total prepaid expenses and other current assets $ 8,775 $ 10,300 (1) Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs) . |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The table below presents details on accrued liabilities: March 31, 2023 December 31, 2022 Payroll accruals $ 12,664 $ 11,319 Accrued interest 3,565 567 Other accrued expenses 2,042 1,480 Total accrued liabilities $ 18,271 $ 13,366 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The table below presents the Company’s debt balances: March 31, 2023 December 31, 2022 Convertible Notes $ 200,000 $ 200,000 Bank of America Senior Revolver — — D&O Financing Loan 1,296 2,059 Total debt 201,296 202,059 Less: unamortized issuance costs 7,193 7,682 Total debt, net 194,103 194,377 Less: current portion 1,296 2,059 Long-term debt, net $ 192,807 $ 192,318 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | The following table presents supplemental information related to leases at March 31, 2023: Weighted average remaining lease term 5.22 Weighted average discount rate 10.50 % The table below presents the rent expense under all leases for the following periods: Three Months Ended March 31, 2023 Rent expense $ 377 The following table presents supplemental cash flow and non-cash information related to leases: Three Months Ended March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases $ 325 |
Lessee, Operating Lease, Liability, Maturity | As of March 31, 2023 , the future annual minimum lease payments for operating leases are as follows: Remainder of 2023 $ 1,041 2024 1,257 2025 1,207 2026 1,138 2027 531 Thereafter 3,625 Total future minimum lease payments $ 8,799 Less amounts related to imputed interest (3,083) Present value of future minimum lease payments 5,716 Less current portion of long-term lease liability 810 Long-term lease liability $ 4,906 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The table below presents the effective income tax rate for the following periods: Three Months Ended March 31, 2023 2022 Effective tax rate (0.2) % (0.4) % |
Written Put Option (Tables)
Written Put Option (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instrument Detail [Abstract] | |
Schedule of Reverse Capitalization | The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: December 6, 2021 Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Authorized Stock | The table below presents the details of the Company’s authorized common stock as of the following periods: March 31, 2023 December 31, 2022 Common stock: Authorized shares of common stock 500,000,000 500,000,000 Common stock par value per share $ 0.0001 $ 0.0001 Common stock outstanding at the period end 141,823,207 127,022,363 The table below presents the details of the Company’s authorized preferred stock as of the following periods: March 31, 2023 December 31, 2022 Preferred stock: Authorized shares of preferred stock 1,000,000 1,000,000 Preferred stock par value per share $ 0.0001 $ 0.0001 Preferred stock outstanding at the period end — — |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Derivatives Fair Value Assumptions | The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates: March 31, 2023 January 19, 2023 Value of each PIPE warrant $ 1.83 $ 1.22 Exercise price $ 2.39 $ 2.39 Common stock price $ 2.44 $ 1.87 Expected option term (years) 5.3 5.5 Expected volatility 94.60% 82.10% Risk-free rate of return 3.60% 3.40% Expected annual dividend yield —% —% The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates: March 31, 2023 December 31, 2022 Fair value of each private warrant $ 0.30 $ 0.04 Exercise price $ 11.50 $ 11.50 Common stock price $ 2.44 $ 0.67 Expected option term (in years) 3.7 3.9 Expected volatility 62.10% 72.10 % Risk-free rate of return 3.70% 4.10 % Expected annual dividend yield —% — % |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Valuation Assumptions | The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows: February 16, 2021 Volatility 57.0% Risk-free interest rate 0.1% Expected time to exit (in years) 1.6 July 29, 2021 Volatility 46.0% Risk-free interest rate 0.2% Expected time to exit (in years) 1.2 |
Share-based Payment Arrangement, Activity | The table below presents the activity in Tranche II of the Class B Units: Unvested as of December 31, 2022 1,295,000 Forfeited (40,000) Unvested as of March 31, 2023 1,255,000 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The table below presents the fair value of the Stock Options as estimated on the grant date using the Black-Scholes OPM using the following assumptions: Number of Stock Options granted 2,148,274 Price of common stock on the grant date $ 1.93 Expected option term (in years) 5.8 to 6.2 Expected volatility (1) 96.8% to 97% Risk-free rate of return 3.4% Expected annual dividend yield —% Fair value of the Stock Options on the grant date $1.51 to $1.53 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies. |
Share-based Payment Arrangement, Option, Activity | The table below presents the activity in the Stock Options: Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,982,893 $ 2.89 9.64 $ — Granted 2,148,274 1.84 Forfeited (194,493) 4.04 Expired (625) 9.99 Outstanding as of March 31, 2023 4,936,049 $ 2.39 9.60 $ 3,733 Vested and exercisable as of March 31, 2023 234,491 $ 6.43 7.91 $ 72 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The table below presents the activity in the RSUs: RSUs Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 7,595,185 $ 2.35 Granted 6,836,324 2.01 Vested (1,130,064) 3.08 Forfeited (418,857) 4.77 Unvested as of March 31, 2023 12,882,588 $ 2.03 |
Share-based Payment Arrangement, Performance Shares, Activity | The table below presents the activity in the PSUs: PSUs Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 287,500 $ 4.86 Granted 1,133,026 1.84 Forfeited (112,500) 10.03 Unvested as of March 31, 2023 1,308,026 $ 1.80 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The table below presents the assumptions used to estimate the grant date fair value of the purchase rights under the ESPP: ESPP grant date December 1, 2022 Price of common stock on the grant date $ 0.88 Expected term (in years) 0.50 Expected volatility (1) 110.0% Risk-free rate of return 4.6% Expected annual dividend yield —% Fair value of the award on the grant date $ 0.40 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies. |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The table below presents the total equity-based compensation expense recognized for Class B Units, Stock Options, RSUs, PSUs and ESPP in selling, general and administrative expense, cost of revenues, and research and development for the following periods: Three Months Ended March 31, 2023 2022 Equity-based compensation expense in selling, general and administrative $ 2,803 $ 3,071 Equity-based compensation expense in cost of revenues 874 700 Equity-based compensation expense in research and development 128 87 Total equity-based compensation expense $ 3,805 $ 3,858 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The numerators and denominators of the basic and diluted net loss per share are co mputed as follows (in thousands, except per share, unit and per unit data): Three Months Ended March 31, Basic and diluted net loss per share 2023 2022 Numerator: Net loss $ (26,214) $ (18,825) Denominator: Weighted average shares outstanding—basic and diluted 138,548,599 131,882,556 Basic and diluted net loss per Share $ (0.19) $ (0.14) |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The table below presents total revenues by contract type for the following periods: Three Months Ended March 31, 2023 2022 Time and materials $ 27,159 $ 23,998 Firm fixed price 10,400 8,097 Cost-reimbursable 4,595 4,295 Total revenues $ 42,154 $ 36,390 |
Schedules of Concentration of Risk, by Risk Factor | Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods: Three Months Ended March 31, 2023 Total Percent of total Customer A $ 6,763 16 % Customer B 4,668 11 % Customer C 8,883 21 % Customer D (1) 4,222 10 % All others 17,618 42 % Total revenues $ 42,154 100 % Three Months Ended March 31, 2022 Total Percent of total Customer A $ 7,264 20 % Customer B 4,497 12 % Customer C 5,351 15 % Customer D (1) 950 3 % All others 18,328 50 % Total revenues $ 36,390 100 % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability. |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: March 31, December 31, Contract assets $ 2,427 $ 1,312 Contract liabilities $ 2,347 $ 2,022 |
Schedule of Impact of the Net Estimates at Completion Adjustments on the Company’s Operating | The following table summarizes the impact of the net estimates at completion ( “EAC” ) adjustments on the Company’s operating results: Three Months Ended March 31, 2023 2022 Net EAC Adjustments, before income taxes $ (1,266) $ 20 Net EAC Adjustments, net of income taxes $ (1,000) $ 16 Net EAC Adjustments, net of income taxes, per diluted share $ (0.01) $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Number of operating segments | 1 | 2 |
Number of reportable segments | 1 | 2 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 755 | $ 0 | |
Liability Reflecting Unpaid Employee Separation Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,303 | $ 1,535 | |
Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 755 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring Charges (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 1,535 |
Additions | 755 |
Settlements | (987) |
Ending balance | $ 1,303 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - ProModel Corporation Acquisition $ in Thousands | Apr. 07, 2022 USD ($) shares |
Business Acquisition [Line Items] | |
Percentage of voting interests acquired | 100% |
Purchase consideration | $ 16,060 |
Escrow deposit | 200 |
Distribution escrow amount | 100 |
Adjustment escrow amount | $ 100 |
Technology | |
Business Acquisition [Line Items] | |
Intangible assets, useful life | 7 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Intangible assets, useful life | 20 years |
Common Stock | |
Business Acquisition [Line Items] | |
Units issued to acquiree (in shares) | shares | 649,976 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Apr. 07, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | |||
Goodwill | $ 48,683 | $ 48,683 | |
ProModel Corporation Acquisition | |||
Business Acquisition [Line Items] | |||
Cash paid | $ 8,559 | ||
Equity issued | 7,501 | ||
Purchase consideration | 16,060 | ||
Assets: | |||
Cash | 4,094 | ||
Accounts receivable | 743 | ||
Prepaid expenses and other current assets | 1,600 | ||
Contract assets | 398 | ||
Property and equipment | 83 | ||
Other non-current assets | 21 | ||
Intangible assets | 9,300 | ||
Total assets acquired | 16,239 | ||
Liabilities: | |||
Accounts payable | 5 | ||
Accrued liabilities | 7,752 | ||
Contract liabilities | 1,555 | ||
Deferred tax liabilities | 1,458 | ||
Total liabilities acquired | 10,770 | ||
Fair value of net identifiable assets acquired | 5,469 | ||
Goodwill | $ 10,591 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired By Class (Details) - ProModel Corporation Acquisition $ in Thousands | Apr. 07, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total intangible assets | $ 9,300 |
Technology | |
Business Acquisition [Line Items] | |
Total intangible assets | 3,500 |
Customer relationships | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 5,800 |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - ProModel Corporation Acquisition $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Net revenue | $ 37,635 |
Net loss | $ (19,902) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Liabilities Measured At Fair Value On a Recurring Basis (Details) - Fair Value Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
PIPE warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | $ 25,417 | |
Private warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | 52 | $ 9 |
Level 1 | PIPE warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | 0 | |
Level 1 | Private warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | 0 | 0 |
Level 2 | PIPE warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | 0 | |
Level 2 | Private warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | 0 | 0 |
Level 3 | PIPE warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | 25,417 | |
Level 3 | Private warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities fair value disclosure | $ 52 | $ 9 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value, Net Derivative Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
PIPE warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Additions | 14,893 |
Changes in fair value | 10,524 |
Ending balance | 25,417 |
Private warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 9 |
Additions | 0 |
Changes in fair value | 43 |
Ending balance | $ 52 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 2,347 | $ 3,205 |
Prepaid expenses | 1,863 | 1,663 |
Prepaid taxes | 1,823 | 1,827 |
Pre-contract costs | 2,742 | 3,605 |
Total prepaid expenses and other current assets | $ 8,775 | $ 10,300 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll accruals | $ 12,664 | $ 11,319 |
Accrued interest | 3,565 | 567 |
Other accrued expenses | 2,042 | 1,480 |
Total accrued liabilities | $ 18,271 | $ 13,366 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 201,296 | $ 202,059 |
Less: unamortized issuance costs | 7,193 | 7,682 |
Total debt, net | 194,103 | 194,377 |
Less: current portion | 1,296 | 2,059 |
Long-term debt, net | 192,807 | 192,318 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 200,000 | 200,000 |
Bank of America Senior Revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 0 |
D&O Financing Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,296 | $ 2,059 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 3 Months Ended | ||||
May 29, 2022 USD ($) d $ / shares shares | May 28, 2022 | Dec. 07, 2021 USD ($) vote d $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares | |
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 10.61 | $ 11.50 | |||
Convertible notes payable | $ 200,000,000 | ||||
Common Stock | |||||
Debt Instrument [Line Items] | |||||
Shares converted (in shares) | shares | 94.2230 | ||||
Issuance of shares for exercised convertible notes (in shares) | shares | 94 | ||||
Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 1,000 | $ 200,000,000 | $ 1,000 | ||
Stated interest rate percentage | 6% | ||||
Conversion ratio | 94.2230 | 86.9565 | |||
Debt instrument, convertible, average daily trading days | d | 30 | 30 | |||
Daily volume weighted average price (in usd per shares) | $ / shares | $ 10 | ||||
Debt instrument, convertible, threshold consecutive trading days | vote | 20 | ||||
Debt instrument, trading days | 30 days | ||||
Debt instrument, convertible, for first two years after initial issuance | $ 3,000,000 | ||||
Debt instrument, convertible, term of after initial issuance | 2 years | ||||
Debt instrument, convertible, thereafter | $ 2,000,000 | ||||
Debt instrument, convertible, obligated equal amount to pay of interest, term | 12 months | ||||
Unamortized debt issuance expense | $ 7,200,000 | ||||
Convertible Notes Payable | Common Stock | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, shares issuable (in shares) | shares | 18,844,600 | 17,391,304 | |||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 10.61 | $ 11.50 | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||
Convertible Debt, Par Value | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 1,000 |
Debt - Successor Debt- Bank of
Debt - Successor Debt- Bank of America Senior Revolver (Details) - USD ($) | Nov. 08, 2022 | Dec. 07, 2021 | Mar. 31, 2023 | Nov. 07, 2022 |
Other Noncurrent Assets | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance expense | $ 186,000 | |||
Bank of America Senior Revolver | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility collateral percentage | 100% | |||
Line of credit facility increase in maximum borrowing capacity | $ 25,000,000 | |||
Line of credit facility increase in maximum borrowing capacity as percentage of EBITDA | 100% | |||
Remaining borrowing capacity | $ 25,000,000 | $ 50,000,000 | ||
Percentage of government receivables | 90% | |||
Percentage of commercial receivables | 85% | |||
Bank of America Senior Revolver | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 2% | |||
Bank of America Senior Revolver | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 0.50% | |||
Bank of America Senior Revolver | Bloomberg Short-Term Yield Index Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 1% | |||
Commitment fee percentage | 0.25% | |||
Bank of America Senior Revolver | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 |
Debt - D&O Financing Loan (Deta
Debt - D&O Financing Loan (Details) - USD ($) | Dec. 08, 2022 | Dec. 08, 2021 |
D&O Financing Loan | ||
Debt Instrument [Line Items] | ||
Debt, face amount | $ 4,233,000 | |
Stated interest rate percentage | 1.50% | |
2023 D&O Financing Loan | ||
Debt Instrument [Line Items] | ||
Debt, face amount | $ 2,059 | |
Stated interest rate percentage | 5.75% | |
Upfront payment | $ 1,109,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) sublease | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 5 years |
Short-term lease costs | $ 63 |
Variable lease costs | $ 22 |
Number of subleases | sublease | 3 |
Sublease income | $ 39 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 2.50% |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 5.40% |
Operating lease, remaining lease terms | 8 years |
Leases - Supplemental Informati
Leases - Supplemental Information Related to Leases (Details) | Mar. 31, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term | 5 years 2 months 19 days |
Weighted average discount rate | 10.50% |
Leases - Rent expense (Details)
Leases - Rent expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Leases [Abstract] | |
Rent expense | $ 377 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Non-Cash Information Related to Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases | $ 325 |
Leases - Future Annual Minimum
Leases - Future Annual Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
Remainder of 2023 | $ 1,041 | |
2024 | 1,257 | |
2025 | 1,207 | |
2026 | 1,138 | |
2027 | 531 | |
Thereafter | 3,625 | |
Total future minimum lease payments | 8,799 | |
Less amounts related to imputed interest | (3,083) | |
Present value of future minimum lease payments | 5,716 | |
Less current portion of long-term lease liability | 810 | $ 806 |
Long-term lease liability | $ 4,906 | $ 5,092 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (0.20%) | (0.40%) |
Written Put Option - Narrative
Written Put Option - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 06, 2021 | Mar. 31, 2022 | |
Derivative [Line Items] | ||
Period for reduced price repurchase | 3 months | |
Treasury stock acquired (usd per share) | $ 10.125 | |
Derivative gain | $ 1,281 | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Derivative Instruments, Net, Pretax | |
Intrinsic value of Written Put Option upon settlement | $ 43,546 | |
Total Investor Share Liability | ||
Derivative [Line Items] | ||
Stock repurchased (in shares) | 9,952,803 | |
Repurchase Price, Obligation Liability | ||
Derivative [Line Items] | ||
Stock repurchased (in shares) | 5,000,000 | |
Forward Share Purchase Agreements | ||
Derivative [Line Items] | ||
Earnout period, holding term | 3 months | |
Forward Share Purchase Agreements | Derivative Instrument, Period, One | ||
Derivative [Line Items] | ||
Earnout period, stock price trigger (in usd per share) | $ 10.15 | |
Forward Share Purchase Agreements | Derivative Instrument, Period, Two | ||
Derivative [Line Items] | ||
Earnout period, stock price trigger (in usd per share) | 10 | |
Forward Share Purchase Agreements | Derivative Instrument, Period, Three | ||
Derivative [Line Items] | ||
Earnout period, stock price trigger (in usd per share) | 10.05 | |
Earnout stock price overage (usd per shares) | $ 0.05 |
Written Put Option - Aggregate
Written Put Option - Aggregate number of shares of common stock (Details) | Dec. 06, 2021 shares |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 9,952,803 |
Highbridge Investors | |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 2,453,195 |
Tenor | |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 2,499,608 |
Glazer Investors | |
Reverse Capitalization [Line Items] | |
Shares held (in shares) | 5,000,000 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Authorized Stock (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock: | ||
Authorized shares of common stock (in shares) | 500,000,000 | 500,000,000 |
Common stock par value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock outstanding (in shares) | 141,823,207 | 127,022,363 |
Preferred stock: | ||
Authorized shares of preferred stock (in shares) | 1,000,000 | 1,000,000 |
Preferred stock par value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock outstanding (in shares) | 0 | 0 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) vote shares | Mar. 31, 2022 USD ($) | |
Common Units [Line Items] | ||
Repurchase of shares as a result of forward share purchase agreements | $ 57,350 | |
Voting right per share | vote | 1 | |
Treasury Stock | ||
Common Units [Line Items] | ||
Repurchase of shares as a result of forward purchase agreements (in shares) | shares | 9,952,803 | |
Repurchase of shares as a result of forward share purchase agreements | $ 57,350 | $ 57,350 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Feb. 11, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 19, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||||
Common stock issued (in shares) | 141,823,207 | 127,022,363 | |||
Exercise price (in usd per shares) | $ 11.50 | $ 11.50 | |||
Derivative loss | $ (1,281) | ||||
Minimum | |||||
Class of Warrant or Right [Line Items] | |||||
Minimum strike price (usd per share) | $ 18 | ||||
PIPE warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (in usd per shares) | $ 2.39 | $ 2.39 | |||
Fair value of derivative liability | $ 25,417 | ||||
Derivative loss | $ 10,524 | ||||
Warrants issued (in shares) | 13,888,889 | ||||
Warrants outstanding (in shares) | 13,888,889 | ||||
Number of securities called by warrant (in shares) | 13,888,889 | ||||
PIPE warrants | Private Placement | |||||
Class of Warrant or Right [Line Items] | |||||
Common stock issued (in shares) | 13,888,889 | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 13,888,889 | ||||
Exercise price (in usd per shares) | $ 2.39 | ||||
Beneficial ownership percentage | 4.99% | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (in usd per shares) | $ 11.50 | ||||
Warrants issued (in shares) | 12,150,878 | 12,115,130 | |||
Warrants outstanding (in shares) | 12,150,878 | 12,115,130 | |||
Number of securities called by warrant (in shares) | 1 | 12,150,878 | 11,959,939 | ||
Class of warrant or right, redemption price (usd per share) | $ 0.01 | ||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||
Warrants redemption covenant threshold trading period | 20 days | ||||
Warrants redemption covenant threshold consecutive trading period | 30 days | 3 days | |||
Private warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (in usd per shares) | $ 11.50 | $ 11.50 | |||
Fair value of derivative liability | $ 52 | $ 9 | |||
Derivative loss | $ 43 | $ 18 | |||
Warrants issued (in shares) | 174,894 | 210,642 | |||
Warrants outstanding (in shares) | 174,894 | 210,642 | |||
Number of securities called by warrant (in shares) | 174,894 | 366,533 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jan. 19, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Exercise price (in usd per shares) | $ 11.50 | $ 11.50 | ||
PIPE warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of each warrant (in usd per share) | $ 1.22 | 1.83 | ||
Exercise price (in usd per shares) | 2.39 | 2.39 | ||
Common stock price (in usd per share) | $ 1.87 | $ 2.44 | ||
Expected option term (years) | 5 years 6 months | 5 years 3 months 18 days | ||
Expected volatility | 82.10% | 94.60% | ||
Risk-free rate of return | 3.40% | 3.60% | ||
Expected annual dividend yield | 0% | 0% | ||
Private warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of each warrant (in usd per share) | $ 0.30 | $ 0.04 | ||
Exercise price (in usd per shares) | 11.50 | 11.50 | ||
Common stock price (in usd per share) | $ 2.44 | $ 0.67 | ||
Expected option term (years) | 3 years 8 months 12 days | 3 years 10 months 24 days | ||
Expected volatility | 62.10% | 72.10% | ||
Risk-free rate of return | 3.70% | 4.10% | ||
Expected annual dividend yield | 0% | 0% |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Dec. 01, 2022 $ / shares | Jul. 29, 2021 $ / shares | Feb. 28, 2021 tranche $ / shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2021 | Dec. 31, 2021 | Jan. 01, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options, fair value (in usd per share) | $ / shares | $ 1.84 | |||||||
Share-based payment, expense | $ 3,805,000 | $ 3,858,000 | ||||||
Class B Unit Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in usd per share) | $ / shares | $ 9.06 | |||||||
Incentive Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cost not yet recognized, period for recognition | 9 months 29 days | |||||||
Incentive Units | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 30 months | 25 months | ||||||
Cost not yet recognized, amount | $ 3,757,000 | |||||||
Incentive Units | Class B Unit Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Incentive units participation threshold (in usd per share) | $ / shares | $ 1 | |||||||
Incentive units tranches | tranche | 3 | |||||||
Incentive Units | Class B Unit Incentive Plan | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in usd per share) | $ / shares | $ 5.19 | |||||||
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Cost not yet recognized, period for recognition | 2 years 7 months 9 days | |||||||
Vesting period | 4 years | |||||||
Intrinsic value | $ 3,733,000 | |||||||
Unrecognized compensation costs | $ 6,565,000 | |||||||
Stock Options | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage | 25% | |||||||
Stock Options | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage for each quarter | 6.25% | |||||||
Stock Options | Tranche Three | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage for each quarter | 6.25% | |||||||
Stock Options | Tranche Four | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage for each quarter | 6.25% | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in usd per share) | $ / shares | $ 2.01 | |||||||
Cost not yet recognized, amount | $ 25,216,000 | |||||||
Cost not yet recognized, period for recognition | 3 years 3 months 25 days | |||||||
Vesting period | 4 years | |||||||
Granted (in shares) | shares | 6,836,324 | |||||||
Restricted Stock Units (RSUs) | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage | 25% | |||||||
Restricted Stock Units (RSUs) | Tranche One | Non-employee Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage | 25% | |||||||
Restricted Stock Units (RSUs) | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage for each quarter | 6.25% | |||||||
Restricted Stock Units (RSUs) | Tranche Three | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage for each quarter | 6.25% | |||||||
Restricted Stock Units (RSUs) | Tranche Four | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage for each quarter | 6.25% | |||||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in usd per share) | $ / shares | $ 1.84 | |||||||
Cost not yet recognized, period for recognition | 11 months 23 days | |||||||
Unrecognized compensation costs | $ 2,040,000 | |||||||
Granted (in shares) | shares | 1,133,026 | |||||||
Share-based payment, expense | $ 0 | |||||||
Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cost not yet recognized, period for recognition | 2 months 1 day | |||||||
Unrecognized compensation costs | $ 126,000 | |||||||
Employee Stock | 2021 Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options, fair value (in usd per share) | $ / shares | $ 0.40 | |||||||
Shares reserved for ESPP (in shares) | shares | 3,974,948 | |||||||
Shares issued in period (in shares) | shares | 508,062 | |||||||
Withheld employee contributions | $ 510,000 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions used in Determining the Fair Value (Details) - $ / shares | 3 Months Ended | ||||
Dec. 01, 2022 | Dec. 07, 2021 | Jul. 29, 2021 | Feb. 16, 2021 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Stock Options granted (in shares) | 2,148,274 | ||||
Fair value of the Stock Options on the grant date (in usd per share) | $ 1.84 | ||||
Class B Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Volatility | 57% | ||||
Risk-free interest rate | 0.10% | ||||
Expected time to exit (in years) | 1 year 7 months 6 days | ||||
Incentive Units | Class B Unit Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Volatility | 46% | ||||
Risk-free interest rate | 0.20% | ||||
Expected time to exit (in years) | 1 year 2 months 12 days | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate | 3.40% | ||||
Number of Stock Options granted (in shares) | 2,148,274 | ||||
Price of common stock on the grant date (in usd per share) | $ 1.93 | ||||
Expected volatility, minimum | 96.80% | ||||
Expected volatility, maximum | 97% | ||||
Expected annual dividend yield | 0% | ||||
Stock Options | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected time to exit (in years) | 5 years 9 months 18 days | ||||
Fair value of the Stock Options on the grant date (in usd per share) | $ 1.51 | ||||
Stock Options | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected time to exit (in years) | 6 years 2 months 12 days | ||||
Fair value of the Stock Options on the grant date (in usd per share) | $ 1.53 | ||||
Employee Stock | 2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Volatility | 110% | ||||
Risk-free interest rate | 4.60% | ||||
Expected time to exit (in years) | 6 months | ||||
Price of common stock on the grant date (in usd per share) | $ 0.88 | ||||
Expected annual dividend yield | 0% | ||||
Fair value of the Stock Options on the grant date (in usd per share) | $ 0.40 |
Equity-Based Compensation - Sha
Equity-Based Compensation - Share Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Incentive Units | Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 1,295,000 |
Forfeited (in shares) | (40,000) |
Ending balance (in shares) | 1,255,000 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 7,595,185 |
Forfeited (in shares) | (418,857) |
Granted (in shares) | 6,836,324 |
Vested (in shares) | (1,130,064) |
Ending balance (in shares) | 12,882,588 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in usd per share) | $ / shares | $ 2.35 |
Granted (in usd per share) | $ / shares | 2.01 |
Vested (in usd per share) | $ / shares | 3.08 |
Forfeited (in usd per share) | $ / shares | 4.77 |
Ending balance (in usd per share) | $ / shares | $ 2.03 |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 287,500 |
Forfeited (in shares) | (112,500) |
Granted (in shares) | 1,133,026 |
Ending balance (in shares) | 1,308,026 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in usd per share) | $ / shares | $ 4.86 |
Granted (in usd per share) | $ / shares | 1.84 |
Forfeited (in usd per share) | $ / shares | 10.03 |
Ending balance (in usd per share) | $ / shares | $ 1.80 |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Stock Options Outstanding | |||
Beginning balance (in shares) | 2,982,893 | ||
Granted (in shares) | 2,148,274 | ||
Forfeited (in shares) | (194,493) | ||
Expired (in shares) | (625) | ||
Ending balance (in shares) | 4,936,049 | 2,982,893 | |
Stock Options vested and exercisable, Outstanding (in shares) | 234,491 | ||
Weighted-Average Exercise Price Per Share | |||
Beginning balance (in usd per share) | $ 2.89 | ||
Granted (in usd per share) | 1.84 | ||
Forfeited (in usd per share) | 4.04 | ||
Expired (in usd per share) | 9.99 | ||
Ending balance (in usd per share) | 2.39 | $ 2.89 | |
Options, exercise price (in usd per share) | $ 6.43 | $ 8.57 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted-Average Remaining Contractual Life (in years) | 9 years 7 months 6 days | 9 years 7 months 20 days | |
Aggregate Intrinsic Value | $ 3,733 | $ 0 | |
Stock Options vested and exercisable, Weighted-Average Remaining Contractual Life (in years) | 7 years 10 months 28 days | ||
Stock Options vested and exercisable, Aggregate Intrinsic Value | $ 72 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment, expense | $ 3,805 | $ 3,858 |
Equity-based compensation expense in selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment, expense | 2,803 | 3,071 |
Equity-based compensation expense in cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment, expense | 874 | 700 |
Equity-based compensation expense in research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment, expense | $ 128 | $ 87 |
Net Loss Per Share - Numerators
Net Loss Per Share - Numerators and Denominators (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (26,214) | $ (18,825) |
Denominator: | ||
Weighted-average shares outstanding, basic (in shares) | 138,548,599 | 131,882,556 |
Weighted-average shares outstanding, diluted (in shares) | 138,548,599 | 131,882,556 |
Basic net loss per Share (in usd per share) | $ (0.19) | $ (0.14) |
Diluted net loss per Share (in usd per share) | $ (0.19) | $ (0.14) |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 19, 2023 | Dec. 31, 2022 | Feb. 11, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Options outstanding (in shares) | 4,936,049 | 893,986 | 2,982,893 | ||
Weighted-average exercise price average exercise price (in usd per share) | $ 2.39 | $ 2.89 | |||
Exercise price (in usd per shares) | $ 11.50 | $ 11.50 | |||
Debt conversion, converted instrument, shares issued (in shares) | 18,844,600 | 17,931,304 | |||
Debt instrument, convertible, conversion price (in usd per share) | $ 10.61 | $ 11.50 | |||
Maximum number of shares per employee (in shares) | 2,667,501 | ||||
Options, exercise price (in usd per share) | $ 6.43 | $ 8.57 | |||
Restricted Stock Units (RSUs) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares outstanding (in shares) | 12,882,588 | 3,148,274 | |||
Performance Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares outstanding (in shares) | 1,308,026 | 150,000 | |||
Private warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrant (in shares) | 174,894 | 366,533 | |||
Exercise price (in usd per shares) | $ 11.50 | $ 11.50 | |||
Public Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrant (in shares) | 12,150,878 | 11,959,939 | 1 | ||
Exercise price (in usd per shares) | $ 11.50 | ||||
PIPE warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of securities called by warrant (in shares) | 13,888,889 | ||||
Exercise price (in usd per shares) | $ 2.39 | $ 2.39 |
Revenues - Revenues by Contract
Revenues - Revenues by Contract (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 42,154 | $ 36,390 |
Time and materials | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 27,159 | 23,998 |
Firm fixed price | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10,400 | 8,097 |
Cost-reimbursable | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 4,595 | $ 4,295 |
Revenues - Concentration of Ris
Revenues - Concentration of Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Concentration Risk [Line Items] | ||
Revenues | $ 42,154 | $ 36,390 |
Percent of total revenues | 100% | 100% |
Customer Concentration Risk | Revenue Benchmark | Customer A | ||
Concentration Risk [Line Items] | ||
Revenues | $ 6,763 | $ 7,264 |
Percent of total revenues | 16% | 20% |
Customer Concentration Risk | Revenue Benchmark | Customer B | ||
Concentration Risk [Line Items] | ||
Revenues | $ 4,668 | $ 4,497 |
Percent of total revenues | 11% | 12% |
Customer Concentration Risk | Revenue Benchmark | Customer C | ||
Concentration Risk [Line Items] | ||
Revenues | $ 8,883 | $ 5,351 |
Percent of total revenues | 21% | 15% |
Customer Concentration Risk | Revenue Benchmark | Customer D | ||
Concentration Risk [Line Items] | ||
Revenues | $ 4,222 | $ 950 |
Percent of total revenues | 10% | 3% |
Customer Concentration Risk | Revenue Benchmark | All others | ||
Concentration Risk [Line Items] | ||
Revenues | $ 17,618 | $ 18,328 |
Percent of total revenues | 42% | 50% |
Revenues - Contract Balances (D
Revenues - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 2,427 | $ 1,312 |
Contract liabilities | $ 2,347 | $ 2,022 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized | $ 2,022 |
Remaining performance obligation, amount | $ 72,000 |
Remaining performance obligation, percentage | 96% |
Revenues - Net Estimates At Com
Revenues - Net Estimates At Completion Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Change in Accounting Estimate [Line Items] | ||
Net EAC Adjustments, before income taxes | $ (26,155) | $ (18,748) |
Net EAC Adjustments, net of income taxes | $ (26,214) | $ (18,825) |
Net EAC Adjustments, net of income taxes, per diluted share (in usd per share) | $ (0.19) | $ (0.14) |
Contracts Accounted for under Percentage of Completion | ||
Change in Accounting Estimate [Line Items] | ||
Net EAC Adjustments, before income taxes | $ (1,266) | $ 20 |
Net EAC Adjustments, net of income taxes | $ (1,000) | $ 16 |
Net EAC Adjustments, net of income taxes, per diluted share (in usd per share) | $ (0.01) | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - Board of Directors - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Compensation expense | $ 295 | $ 586 |
Purchases from related party | $ 205 | $ 322 |