BigBear.ai(BBAI) - 2025 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements of BigBear.ai Holdings, Inc. for the periods ended June 30, 2025, and December 31, 2024 (for balance sheets) or June 30, 2025 and 2024 (for statements of operations, stockholders' equity, and cash flows), providing detailed financial position, performance, and cash flow information Consolidated Balance Sheets This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Consolidated Balance Sheets (in thousands) | Asset/Liability Category | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :------------------ | | Assets | | | | Cash and cash equivalents | $390,845 | $50,141 | | Total current assets | $424,283 | $93,757 | | Goodwill | $48,446 | $119,081 | | Total assets | $599,372 | $343,776 | | Liabilities | | |\ | Derivative liabilities | $193,199 | $170,515 | | Total current liabilities | $221,645 | $202,966 | | Long-term debt, net | $102,683 | $135,404 | | Total liabilities | $332,822 | $347,490 | | Equity | | | | Total stockholders' equity (deficit) | $266,550 | $(3,714) | - Cash and cash equivalents significantly increased from $50.1 million at December 31, 2024, to $390.8 million at June 30, 2025, indicating a substantial improvement in liquidity[7] - Goodwill decreased from $119.1 million to $48.4 million, primarily due to a $70.6 million impairment charge recorded in the second quarter of fiscal 2025[7][52] - Total stockholders' equity shifted from a deficit of $(3.7) million to a positive $266.6 million, driven by increased additional paid-in capital[7] Consolidated Statements of Operations This section details the company's revenues, expenses, and net loss over specific reporting periods Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $32,472 | $39,783 | $67,229 | $72,904 | | Cost of revenues | $24,359 | $28,720 | $51,728 | $54,855 | | Gross margin | $8,113 | $11,063 | $15,501 | $18,049 | | Operating loss | $(90,302) | $(16,670) | $(111,510) | $(114,739) | | Net increase (decrease) in fair value of derivatives | $135,751 | $(8,081) | $169,087 | $15,726 | | Net loss | $(228,619) | $(14,439) | $(290,605) | $(142,231) | | Basic net loss per share | $(0.71) | $(0.06) | $(0.97) | $(0.66) | - Revenues decreased by 18.4% for the three months ended June 30, 2025, and by 7.8% for the six months ended June 30, 2025, compared to the same periods in 2024, primarily due to lower volume on certain Army programs[9][203][214] - Net loss significantly widened to $(228.6) million for the three months and $(290.6) million for the six months ended June 30, 2025, largely driven by a substantial increase in the net increase in fair value of derivatives and goodwill impairment charges[9][209][222] - Goodwill impairment charges were $70.6 million for the three and six months ended June 30, 2025, compared to $0 and $85.0 million for the respective periods in 2024[9][220][221] Consolidated Statements of Stockholders' Equity (Deficit) This section outlines the changes in the company's equity over specific reporting periods, reflecting net income, share issuances, and other equity transactions Changes in Stockholders' Equity (Deficit) (in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Total stockholders' equity (deficit) as of December 31 | $(3,714) | $(29,999) | | Net loss | $(290,605) | $(142,231) | | Equity-based compensation expense | $11,719 | $10,906 | | Proceeds from 2024 warrants exercise | $113,952 | $90,705 | | Issuance of shares upon conversion of 2029 Notes | $135,597 | — | | Issuance of shares from at-the-market offering | $294,742 | — | | Total stockholders' equity (deficit) as of June 30 | $266,550 | $134,745 | - Total stockholders' equity increased significantly from a deficit of $(3.7) million at December 31, 2024, to $266.6 million at June 30, 2025, primarily due to substantial proceeds from the at-the-market offering ($294.7 million) and the issuance of shares upon conversion of 2029 Notes ($135.6 million)[14][245][246] Consolidated Statements of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities over specific periods Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(10,532) | $(21,417) | | Net cash (used in) provided by investing activities | $(2,784) | $10,543 | | Net cash provided by financing activities | $354,765 | $50,583 | | Net increase in cash and cash equivalents | $340,704 | $39,709 | | Cash and cash equivalents at end of period | $390,845 | $72,266 | - Net cash used in operating activities decreased from $(21.4) million in H1 2024 to $(10.5) million in H1 2025, primarily due to favorable changes in net working capital, including a decrease in accounts receivable[16][263][264] - Net cash provided by financing activities significantly increased to $354.8 million in H1 2025, driven by $294.8 million from the ATM Program and $64.7 million from warrant exercises[16][266] - Cash and cash equivalents at the end of the period rose substantially to $390.8 million as of June 30, 2025, from $72.3 million as of June 30, 2024[16] Notes to Consolidated Financial Statements (Unaudited) This section provides detailed explanations and disclosures supporting the consolidated financial statements Note 1—Description of the Business This note describes BigBear.ai's core business, focusing on its AI-powered decision intelligence solutions and target markets - BigBear.ai provides Edge AI-powered decision intelligence solutions for national security, supply chain management, and digital identity, offering both software and services[17] Note 2—Summary of Significant Accounting Policies This note outlines the key accounting principles, methods, and estimates used in preparing the financial statements - The financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC Regulation S-X, using management estimates and assumptions[18][19] - BigBear.ai ceased to qualify as an emerging growth company as of June 30, 2025, due to exceeding the $700 million public float threshold, leading to increased disclosure and compliance obligations, including auditor attestation of internal controls[23] Note 3—Restatement of Previously Issued Financial Statements This note explains the restatement of prior financial statements due to a material error in accounting for a convertible note conversion option - Previously reported financial statements were restated due to a material error in accounting for the conversion option embedded in the 2026 Convertible Notes, which was incorrectly deemed eligible for a scope exception from derivative bifurcation requirements[25] Impact of Restatement on Net Loss (in thousands) | Period | As Reported | Adjustment | Restated | | :----------------------- | :---------- | :--------- | :------- | | Three Months Ended June 30, 2024 | $(11,737) | $(2,702) | $(14,439) | | Six Months Ended June 30, 2024 | $(136,884) | $(5,347) | $(142,231) | Note 4—Restructuring Charges This note details the costs incurred from strategic restructuring initiatives, primarily related to employee separation Restructuring Charges (in thousands) | Period | 2025 | 2024 | | :----------------------- | :---- | :---- | | Three Months Ended June 30, | $1,899 | $457 | | Six Months Ended June 30, | $3,597 | $1,317 | - Restructuring charges for employee separation costs increased significantly in 2025, with $3.6 million for the six months ended June 30, 2025, compared to $1.3 million in the prior year, reflecting strategic cost-saving initiatives[29][33] Note 5—Business Combinations This note provides information on the acquisition of Pangiam Ultimate Holdings, LLC, including purchase consideration and goodwill recognized - On February 29, 2024, BigBear.ai acquired Pangiam Ultimate Holdings, LLC, issuing 61,838,072 shares of common stock as consideration, representing an enterprise value of $70 million[34][35] Pangiam Acquisition Purchase Consideration and Goodwill (in thousands) | Item | February 29, 2024 (as reported at Dec 31, 2024) | | :----------------------- | :---------------------------------------------- | | Purchase consideration | $210,757 | | Fair value of net identifiable assets acquired | $55,359 | | Goodwill | $155,398 | - The acquisition resulted in $155.4 million in goodwill, reflecting potential synergies and expansion of the Company's offerings[39] Note 6—Fair Value of Financial Instruments This note describes the valuation methodologies and fair value measurements for various financial instruments, including warrants and convertible note conversion options - Certain warrants (IPO Private, PIPE, RDO) are valued using a modified Black-Scholes option pricing model, while conversion options of the 2026 and 2029 Convertible Notes are valued using a binomial lattice convertible bond model and discounted cash flow method[45] Recurring Fair Value Measurements (Level 3, in thousands) | Instrument | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | 2029 Notes Conversion Option | $169,135 | $115,831 | | 2026 Notes Conversion Option | $2,468 | — | | IPO Private Warrants | $220 | $290 | | 2025 RDO Warrants | $21,376 | — | | 2024 PIPE Warrants | — | $32,760 | | 2024 RDO Warrants | — | $21,634 | | Total | $193,199 | $170,515 | Note 7—Goodwill This note details the changes in goodwill, including impairment charges, and its carrying amount - A non-cash goodwill impairment charge of $70.6 million was recorded during the second quarter of fiscal 2025, driven by downward revisions of short and long-term forecasts[52] - Accumulated impairment losses to goodwill totaled $209.2 million as of June 30, 2025[53] Changes in Carrying Amount of Goodwill (in thousands) | Item | Amount | | :----------------------- | :----- | | As of December 31, 2024 | $119,081 | | Impairment of Goodwill | $(70,636) | | As of June 30, 2025 | $48,446 | Note 8—Intangible Assets, net This note provides information on the company's intangible assets, including their net carrying amounts and related amortization expenses Intangible Asset Balances (Net Carrying Amount, in thousands) | Asset Category | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Customer relationships | $77,798 | $80,206 | | Technology | $21,439 | $24,370 | | Software for sale | $15,195 | $13,243 | | Trade name | $1,189 | $1,300 | | Total | $115,621 | $119,119 | Amortization Expense (in thousands) | Expense Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total amortization expense related to intangible assets | $3,340 | $2,794 | $6,690 | $5,133 | | Amortization expense related to capitalized software | $615 | $224 | $1,240 | $224 | Note 9—Prepaid expenses and other current assets This note details the composition of prepaid expenses and other current assets on the balance sheet Prepaid Expenses and Other Current Assets (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Prepaid insurance | $482 | $1,021 | | Prepaid taxes | $1,523 | $249 | | Prepaid software and subscriptions | $1,530 | $2,074 | | Other prepaid expenses | $860 | $424 | | Total | $4,395 | $3,768 | Note 10—Accrued Liabilities This note provides a breakdown of the company's accrued liabilities, including payroll, interest, and legal accruals Accrued Liabilities (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Payroll accruals | $13,600 | $13,533 | | Accrued interest | $408 | $231 | | Legal accruals | $386 | $450 | | Other accrued expenses | $2,148 | $5,283 | | Total accrued liabilities | $16,555 | $19,496 | Note 11—Debt This note details the company's debt obligations, including convertible notes and other loans, and compliance with covenants Debt Balances (in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | 2026 Convertible Notes | $17,668 | $17,668 | | 2029 Convertible Notes | $124,605 | $182,332 | | D&O Financing Loan | $367 | $818 | | Total debt | $142,640 | $200,818 | | Total debt, net | $103,050 | $136,222 | - The Company exchanged approximately $182.3 million principal amount of 2026 Convertible Notes for new 2029 Convertible Notes in December 2024, bearing interest at 6.0% (cash) or 7.0% (PIK), with potential increases to 9.0% or 10.0% if liquidity conditions are not met[67][69] - $57.7 million of the 2029 Convertible Notes were voluntarily converted by noteholders during the three months ended March 31, 2025, resulting in the issuance of 16.7 million shares of common stock[77] - As of June 30, 2025, the Company was in compliance with all covenants related to the Convertible Notes, including the new liquidity covenant for the 2029 Convertible Notes[76][255] Note 12—Leases This note provides information on the company's lease arrangements, including lease costs and weighted average lease terms Lease Costs (in thousands) | Lease Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease expense | $644 | $585 | $1,321 | $972 | | Total lease expense | $717 | $638 | $1,489 | $1,055 | - The weighted average remaining lease term for operating leases was 7.79 years as of June 30, 2025, with a weighted average discount rate of 13.62%[83] Note 13—Income Taxes This note explains the company's income tax position, including effective tax rates and valuation allowances Effective Income Tax Rate | Period | 2025 | 2024 |\ | :----------------------- | :--- | :--- | | Three Months Ended June 30, | — % | (0.1)% | | Six Months Ended June 30, | (0.1)% | — % | - The effective tax rate differs from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences, discrete items, and the change in valuation allowance[85] - The Company maintains a full valuation allowance against its deferred tax assets, as it is not more-likely-than-not that substantially all deferred tax assets will be realized[213][226] Note 14—Commitments and Contingencies This note discloses the company's legal proceedings, claims, and other contingent liabilities - The Company is subject to litigation, claims, investigations, and audits in the ordinary course of business, but the outcome is not expected to have a material impact on its financial statements[88] - As of June 30, 2025, $0.4 million has been accrued for ongoing legal disputes[89] Note 15—Stockholders' Equity This note provides details on the company's common and preferred stock, including authorized and outstanding shares Common Stock Details | Item | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Authorized shares of common stock | 500,000,000 | 500,000,000 | | Common stock outstanding at period end | 369,171,608 | 251,554,378 | - The number of outstanding common shares increased significantly from 251.6 million at December 31, 2024, to 369.2 million at June 30, 2025[90] - The Board may issue preferred stock with varying rights, which could adversely affect common stockholders[98] Note 16—At-the-Market Offering This note describes the company's at-the-market equity offerings and the proceeds generated - The Company completed two 'at-the-market' (ATM) offerings (May 2024 and June 2025 Sales Agreements), each for up to $150 million, during the six months ended June 30, 2025[101][102] ATM Offering Sales Activity (Six Months Ended June 30, 2025, in thousands) | Sales Agreement | Shares Sold | Net Proceeds Received | | :--------------------- | :---------- | :-------------------- | | May 2024 Sales Agreement | 39,555,415 | $147,375 | | June 2025 Sales Agreement | 37,697,898 | $147,375 | | Total | 77,253,313 | $294,750 | - The net proceeds from these ATM offerings totaled $294.8 million, intended for general corporate and working capital purposes[100][106] Note 17—Derivatives This note provides detailed information on the company's derivative financial instruments, including convertible note conversion features and warrants - The 2026 and 2029 Convertible Notes contain conversion features that are accounted for as derivative liabilities[107][111] Fair Value of 2029 Notes Conversion Option (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Value of 2029 Notes Conversion Option | $169,135 | $115,831 | | Common stock price | $6.79 | $4.45 | | Expected volatility | 75.00% | 37.60% | - A loss of $149.9 million was recognized during the six months ended June 30, 2025, related to the 2029 Notes Conversion Option, primarily due to mark-to-market adjustments from debt-to-equity conversions[112][113] - The 2024 RDO and PIPE warrants were fully exercised during the six months ended June 30, 2025, leading to the issuance of new 2025 RDO warrants[118][119][127][128] Note 18—Equity-Based Compensation This note details the equity-based compensation expense recognized by the company, including unrecognized costs and recognition periods Total Equity-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | SG&A | $2,439 | $3,980 | $6,526 | $6,151 | | Cost of revenues | $1,349 | $970 | $3,885 | $3,452 | | R&D | $531 | $799 | $1,308 | $1,303 | | Total | $4,319 | $5,749 | $11,719 | $10,906 | - Total equity-based compensation expense increased to $11.7 million for the six months ended June 30, 2025, from $10.9 million in the prior year[155] - As of June 30, 2025, unrecognized compensation costs related to RSUs were $34.1 million, with a weighted average recognition period of 1.46 years[148] Note 19—Net Loss Per Share This note presents the basic and diluted net loss per share calculations, including the impact of anti-dilutive securities Net Loss Per Share (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(228,619) | $(14,439) | $(290,605) | $(142,231) | | Basic net loss per share | $(0.71) | $(0.06) | $(0.97) | $(0.66) | | Diluted net loss per share | $(0.71) | $(0.06) | $(0.97) | $(0.66) | - Basic and diluted net loss per share significantly increased to $(0.71) for the three months and $(0.97) for the six months ended June 30, 2025, compared to the prior year periods[156] - Approximately 67.8 million securities (including stock options, warrants, and convertible notes) were anti-dilutive and excluded from diluted EPS calculation for the three months ended June 30, 2025[157] Note 20—Revenues This note provides a breakdown of revenues by contract type and highlights customer concentration Total Revenues by Contract Type (in thousands) | Contract Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Time and materials | $20,615 | $23,377 | $43,847 | $41,337 | | Firm fixed price | $6,685 | $11,639 | $13,787 | $21,685 | | Cost-reimbursable | $5,172 | $4,767 | $9,595 | $9,882 | | Total revenues | $32,472 | $39,783 | $67,229 | $72,904 | - Revenues decreased across all contract types for the three and six months ended June 30, 2025, compared to 2024, with firm fixed price contracts seeing the largest percentage decline[159] Revenue Concentration (Customers contributing >10% of total revenues) | Customer | Three Months Ended June 30, 2025 (% of total) | Six Months Ended June 30, 2025 (% of total) | Three Months Ended June 30, 2024 (% of total) | Six Months Ended June 30, 2024 (% of total) | | :------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Customer A | $3,562 (11%) | $10,160 (15%) | $5,832 (15%) | $12,182 (17%) | | Customer B | $4,873 (15%) | $9,214 (14%) | $4,877 (12%) | $9,471 (13%) | | Customer D | $3,267 (10%) | $6,831 (10%) | — (0%) | — (0%) | | Customer E | $3,462 (11%) | $6,962 (10%) | — (0%) | — (0%) | | Customer F | $5,270 (16%) | $9,999 (15%) | — (0%) | — (0%) | - The Company has significant customer concentration, with multiple customers contributing over 10% of total revenues in both 2025 and 2024 periods[161] Note 21—Segments This note clarifies that the company operates as a single reportable segment, with the CEO as the Chief Operating Decision Maker - The Company operates in a single operating and reportable segment, with the CEO serving as the Chief Operating Decision Maker (CODM) who reviews financial information on a consolidated basis[167] - Consolidated net loss is the primary measure of segment profitability used by the CODM[168] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on BigBear.ai's financial condition and results of operations, highlighting key trends, strategic initiatives, and challenges from the global economic and geopolitical environment Business Overview This section provides an overview of BigBear.ai's business, focusing on its Edge AI-powered decision intelligence solutions and target markets - BigBear.ai specializes in Edge AI-powered decision intelligence solutions for national security, supply chain management, and digital identity, offering both software and services[175] Recent Developments This section highlights significant recent events, including ATM offerings, acquisitions, and warrant exercises, impacting the company's financial position - The Company completed two 'at-the-market' (ATM) offerings, the May 2024 and June 2025 Sales Agreements, raising a total of $300 million in gross proceeds from the issuance of 77 million shares during the six months ended June 30, 2025[176] - BigBear.ai acquired Pangiam on February 29, 2024, to enhance its vision and edge AI capabilities, integrating facial recognition, image-based anomaly detection, and advanced biometrics[180] - The Company executed warrant exercise agreements for 2024 RDO and PIPE warrants, leading to their full exercise and the issuance of new 2025 RDO warrants[181][182][184] Global Economic and Geopolitical Environment This section discusses the impact of the broader economic and geopolitical landscape on BigBear.ai's operations and future prospects - The majority of BigBear.ai's revenue comes from federal government contracts, making it susceptible to changes in U.S. Government budget requests, procurement priorities, and congressional appropriations[185] - Executive Orders aimed at simplifying procurement and modernizing defense acquisitions could impact the Company's interactions with the U.S. Government, potentially leading to program cancellations[188][189] - Despite uncertainties, the Company expects the global economic and geopolitical environment to drive long-term adoption of its advanced AI tools for intelligence and cyber operations[190] Components of Results of Operations This section defines and explains the key components that make up the company's statements of operations, such as revenues, costs, and expenses - Revenues are generated from Edge AI-powered decision intelligence solutions and services for government defense, intelligence, and commercial enterprises[191] - Cost of revenues primarily includes salaries, stock-based compensation, benefits, and allocated overhead for service personnel[192] - SG&A expenses cover executive, finance, accounting, legal, HR, and administrative functions, including salaries, equity-based compensation, and professional fees[193] - Research and development expenses include personnel costs and allocated overhead for R&D activities, with certain software development costs capitalized after technological feasibility is established[194][195] - Restructuring charges are employee separation costs from strategic cost-saving initiatives and leadership changes[196] - Goodwill impairment consists of non-cash impairments of goodwill[198] - Net increase (decrease) in fair value of derivatives reflects fair value remeasurements of convertible note conversion options and various warrants[199] Results of Operations This section analyzes the company's financial performance by comparing key operating metrics across different reporting periods Comparison of the Three Months Ended June 30, 2025 and 2024 This subsection compares the company's financial performance for the three months ended June 30, 2025, against the same period in 2024 Key Financial Performance (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change Amount | Change % | | :--------------------------------------- | :-------- | :-------- | :------------ | :--------- | | Revenues | $32,472 | $39,783 | $(7,311) | (18.4)% | | Cost of revenues | $24,359 | $28,720 | $(4,361) | (15.2)% | | SG&A | $21,487 | $23,364 | $(1,877) | (8.0)% | | Research and development | $4,393 | $3,565 | $828 | 23.2% | | Restructuring charges | $1,899 | $457 | $1,442 | 315.5% | | Transaction expenses | — | $347 | $(347) | (100.0)% | | Net increase (decrease) in fair value of derivatives | $135,751 | $(8,081) | $143,832 | (1779.9)% | | Interest expense | $4,419 | $6,452 | $(2,033) | (31.5)% | | Other income, net | $(1,867) | $(617) | $(1,250) | 202.6% | | Income tax expense | $14 | $15 | $(1) | (6.7)% | - Revenues decreased by $7.3 million (18.4%) due to lower volume on certain Army programs[203] - Net increase in fair value of derivatives swung from a $(8.1) million decrease in 2024 to a $135.8 million increase in 2025, significantly impacting net loss[209] - Restructuring charges surged by 315.5% to $1.9 million, reflecting strategic cost-saving initiatives[207] Comparison of the Six Months Ended June 30, 2025 and 2024 This subsection compares the company's financial performance for the six months ended June 30, 2025, against the same period in 2024 Key Financial Performance (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change Amount | Change % | | :--------------------------------------- | :-------- | :-------- | :------------ | :--------- | | Revenues | $67,229 | $72,904 | $(5,675) | (7.8)% | | Cost of revenues | $51,728 | $54,855 | $(3,127) | (5.7)% | | SG&A | $44,219 | $40,312 | $3,907 | 9.7% | | Research and development | $8,559 | $4,709 | $3,850 | 81.8% | | Restructuring charges | $3,597 | $1,317 | $2,280 | 173.1% | | Transaction expenses | — | $1,450 | $(1,450) | (100.0)% | | Goodwill impairment | $70,636 | $85,000 | $(14,364) | (16.9)% | | Net increase (decrease) in fair value of derivatives | $169,087 | $15,726 | $153,361 | 975.2% | | Interest expense | $9,535 | $12,837 | $(3,302) | (25.7)% | | Other income, net | $(2,143) | $(1,072) | $(1,071) | 99.9% | | Income tax expense | $39 | $1 | $38 | 3800.0% | - Revenues decreased by $5.7 million (7.8%) primarily due to lower volume on certain Army programs[214] - SG&A expenses increased by 9.7% due to the inclusion of Pangiam's headcount and operating expenses and carrying costs of excess resource capacity[216] - Research and development expenses increased by 81.8% due to increased headcount, timing of projects, and Pangiam's inclusion[217] - Net increase in fair value of derivatives rose by 975.2% to $169.1 million, driven by remeasurements of conversion options and warrants[222] Supplemental Non-GAAP Information This section provides non-GAAP financial measures, such as Adjusted EBITDA and Free Cash Flow, to offer additional insights into the company's performance Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(228,619) | $(14,439) | $(290,605) | $(142,231) | | EBITDA | $(222,439) | $(5,790) | $(276,370) | $(125,219) | | Equity-based compensation | $4,319 | $5,749 | $11,719 | $10,906 | | Net increase (decrease) in fair value of derivatives | $135,751 | $(8,081) | $169,087 | $15,726 | | Goodwill impairment | $70,636 | — | $70,636 | $85,000 | | Adjusted EBITDA | $(8,498) | $(3,681) | $(15,487) | $(5,306) | - Adjusted EBITDA, a non-GAAP measure, was $(8.5) million for the three months and $(15.5) million for the six months ended June 30, 2025, indicating a larger adjusted loss compared to the prior year periods[228] Free Cash Flow (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(10,532) | $(21,417) | | Capital expenditures, net | $(2,784) | $10,543 | | Free cash flow | $(13,316) | $(10,874) | - Free cash flow was $(13.3) million for the six months ended June 30, 2025, compared to $(10.9) million in the prior year, indicating increased cash outflow after capital expenditures[230] Key Performance Indicators This section discusses the key metrics used by management to evaluate the company's operational and financial performance, such as backlog growth - Backlog growth is a key measure of business growth, representing the estimated dollar value of awarded contracts for which work has not yet been performed[231] Backlog Information (in thousands) | Backlog Category | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Funded | $16,229 | $46,552 | | Unfunded | $69,883 | $72,474 | | Priced, unexercised options | $278,816 | $283,258 | | Unpriced, unexercised options | $15,504 | $16,021 | | Total backlog | $380,432 | $418,305 | - Total backlog decreased from $418.3 million at December 31, 2024, to $380.4 million at June 30, 2025, with a notable reduction in funded backlog[237] Liquidity and Capital Resources This section analyzes the company's ability to generate and manage cash to meet its financial obligations and fund operations - Primary liquidity sources are cash flows from operations and access to the existing ATM Program[238] Available Liquidity (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Available cash and cash equivalents | $390,845 | $50,141 | | Total available liquidity | $390,845 | $50,141 | - The Company's ATM Program generated $294.8 million in net proceeds during the six months ended June 30, 2025, significantly boosting liquidity[245][246] - Net cash provided by financing activities was $354.8 million for the six months ended June 30, 2025, primarily from ATM proceeds and warrant exercises[266] Critical Accounting Policies and Estimates This section describes the accounting policies and estimates that require significant judgment and can materially impact the financial statements - The Company's critical accounting estimates involve significant assumptions and judgments that can materially impact reported revenue, expenses, assets, and liabilities[268] - These estimates are based on historical experience and other reasonable factors, but actual results may differ[268] Recent Accounting Pronouncements This section discusses recently issued accounting standards and their expected impact on the company's financial statements - The Company will adopt ASU 2023-09, 'Improvements to Income Tax Disclosures,' in 2025 but does not expect a material impact on its consolidated financial statements[24] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, BigBear.ai is not required to provide quantitative and qualitative disclosures about market risk - BigBear.ai is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[271] Item 4. Controls and Procedures This section addresses the effectiveness of BigBear.ai's disclosure controls and internal control over financial reporting, which were ineffective as of June 30, 2025, due to a material weakness, with remediation expected in 2025 - Disclosure controls and procedures were deemed ineffective as of June 30, 2025, due to a material weakness in internal control over financial reporting[272] - Management is actively enhancing the execution and review of technical accounting policies to address the identified material weaknesses, with remediation expected to be completed during 2025[276][277] - As an 'emerging growth company' under the JOBS Act, the Company's independent registered public accounting firm is not required to attest to the effectiveness of its internal control over financial reporting[275] PART II—OTHER INFORMATION Item 1. Legal Proceedings BigBear.ai is involved in various ordinary course legal proceedings, claims, investigations, and audits, with outcomes not expected to materially impact its consolidated financial statements - The Company is subject to ordinary course legal proceedings, claims, investigations, and audits[281] - The outcome of these legal matters is not anticipated to materially impact the Company's consolidated balance sheets, statements of operations, or cash flows[281] Item 1A Risk Factors This section refers to the material risk factors detailed in the Company's Annual Report on Form 10-K, which could significantly affect its business, financial condition, and future prospects - Investors should refer to the 'Risk Factors' section in the Annual Report on Form 10-K for a discussion of material factors that could impact an investment in the Company[282] - Additional risks are mentioned under 'Forward-Looking Statements' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in this Quarterly Report[282] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. There were no unregistered sales of equity securities or repurchases of common stock by the Company during the three months ended June 30, 2025 - No unregistered sales of equity securities occurred during the three months ended June 30, 2025[283] - The Company did not repurchase any of its common stock during the three months ended June 30, 2025[284] Item 3. Defaults Upon Senior Securities. This item is not applicable to BigBear.ai for the reporting period - This item is not applicable[285] Item 5. Other Information This item is not applicable to BigBear.ai for the reporting period - This item is not applicable[286] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, offer letters, certifications, and XBRL-related documents - The exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, an Offer Letter, and various certifications (CEO, CFO) required by the Sarbanes-Oxley Act[287] - XBRL (eXtensible Business Reporting Language) documents are also included for interactive data filing[287] SIGNATURES SIGNATURES The report is signed by Kevin McAleenan, Chief Executive Officer, and Sean Ricker, Chief Financial Officer, on August 11, 2025, certifying its submission to the SEC - The report was signed by Kevin McAleenan, Chief Executive Officer, and Sean Ricker, Chief Financial Officer, on August 11, 2025[291]