XML 22 R11.htm IDEA: XBRL DOCUMENT v3.25.2
Business Combinations
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations
Pangiam Acquisition

On February 29, 2024, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 4, 2023, by and among BigBear.ai, Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”), Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”), (i) Merger Sub merged with and into Pangiam Intermediate, with Merger Sub ceasing to exist and Pangiam Intermediate surviving as a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First Merger, Pangiam Intermediate merged with and into Pangiam Purchaser, with Pangiam Intermediate ceasing to exist and Pangiam Purchaser continuing as a wholly-owned subsidiary of the Company (the “Second Merger”, together with the First Merger, the “Mergers”).

As consideration for the Mergers and the related transactions contemplated by the Merger Agreement, BigBear.ai issued a total of 61,838,072 shares of the Company’s common stock to Seller based on the 20-day volume-weighted average price for common stock ending on the trading day immediately prior to the date of the Merger Agreement of $1.3439, representing an enterprise value of $70 million (which was subject to customary adjustments for indebtedness, cash, working capital and transaction expenses) (the “Purchase Price”), less $3.5 million that was held back from the Purchase Price at the time of the closing of the Mergers to cover any post-closing downward adjustments to the Purchase Price (the “Holdback Amount”). On July 2, 2024 (the “Finalization Date”), BigBear.ai issued 2,144,073 shares of common stock at $1.3905 per share (as determined according to the volume weighted average price over the 20 trading days ending immediately prior to the Finalization Date) as settlement of the final determination of the post-close adjusted Purchase Price.
The following table summarizes the final fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.
February 29, 2024, as reported at March 31, 2024Measurement period adjustmentsFebruary 29, 2024, as reported at December 31, 2024
Holdback amount
$3,500 $(513)$2,987 
Equity issued207,776 (6)207,770 
Purchase consideration$211,276 $(519)$210,757 
Assets:
Cash$13,935 $— $13,935 
Accounts receivable5,848 (369)5,479 
Prepaid expenses and other current assets143 150 293 
Property and equipment635 — 635 
Right-of-use assets5,754 188 5,942 
Intangible assets39,100 (1,035)38,065 
Other non-current assets1,772 — 1,772 
Total assets acquired$67,187 $(1,066)$66,121 
Liabilities:
Accounts payable1,137 — 1,137 
Accrued expenses2,454 36 2,490 
Other current liabilities69 (24)45 
Deferred revenue1,148 — 1,148 
Current portion of long-term lease liability
1,080 (874)206 
Long-term lease liability
6,109 (373)5,736 
Total liabilities acquired$11,997 $(1,235)$10,762 
Fair value of net identifiable assets acquired55,190 169 55,359 
Goodwill$156,086 $(688)$155,398 

The following table summarizes the intangible assets acquired by class and the weighted-average estimated useful lives:

February 29
2024		Weighted-average estimated useful lives
Technology$14,835 7 years
Trade names1,560 5 years
Customer relationships21,670 20 years
Total intangible assets$38,065 

The fair value of the acquired technology and trade name 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.
The following table presents the net revenues, net loss and transaction expenses included in the results of operations for the following periods:
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Net revenue$10,761 $10,551 $21,485 $13,990 
Net loss(4,233)(89,056)(8,306)(87,929)
Transaction expenses related to the Pangiam Acquisition
— — — 1,450 

Pro Forma Financial Data (Unaudited)

The following table presents the pro forma consolidated results of operations of BigBear.ai for the six months ended June 30, 2024 as though the acquisition of Pangiam had been completed as of January 1, 2024.
Pro forma for the six months ended
June 30, 2024
Net revenue
$79,215 
Net loss$(141,040)

The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if the business combination had taken place as of January 1, 2024, nor do they represent the results that may occur in the future. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future.