9 unchanged sentences
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
−Removed: Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of
−Removed: financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP.
+Added: Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not detect or prevent misstatements.
2 unchanged sentences
Based on the assessment, management believes that we maintained effective internal control over financial reporting as of December 31, 2022, based on those criteria.
−Removed: Material Weakness Remediation Efforts
−Removed: We identified material weaknesses in our controls over financial reporting in the year ended December 31, 2020 for Legacy BlackSky and Osprey.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected in a timely basis.
−Removed: As of December 31, 2021, we have remediated these material weaknesses and we did not identify any additional material weaknesses in our controls over financial reporting as of and for the year ended December 31, 2021.
Attestation Report of the Registered Public Accounting Firm
3 unchanged sentences
OTHER INFORMATION
−Removed: BlackSky - Executive Incentive Compensation Plan
−Removed: On March 28, 2022, the compensation committee of our board of directors adopted our Executive Incentive Compensation Plan (the “Incentive Compensation Plan”).
−Removed: The Incentive Compensation Plan will be administered by our board of directors or a committee appointed by our board of directors.
−Removed: Unless and until our board of directors determines otherwise, our compensation committee will be the administrator of the Incentive Compensation Plan.
−Removed: The Incentive Compensation Plan allows the administrator to provide cash incentive awards to selected employees, including our named executive officers, determined by the administrator, based upon attainment of performance goals established by the administrator.
−Removed: The administrator, in its sole discretion, may establish a target award for each participant under the Incentive Compensation Plan, which may be expressed as a percentage of the participant’s average annual base salary for the applicable performance period, a fixed dollar amount, or such other amount or based on such other formula or factors as the administrator determines.
−Removed: Under the Incentive Compensation Plan, the administrator will determine the performance goals, if any, applicable to awards or a portion thereof, which goals may include, without limitation:
−Removed: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, capital raising, cash flow, cash
−Removed: position, contract awards or backlog, corporate transactions, customer renewals, customer retention rates from an acquired company, subsidiary, business unit or division, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization, and net taxes), earnings per share, expenses, financial milestones, gross margin, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, internal rate of return, leadership development or succession planning, license or research collaboration arrangements, market share, net income, net profit, net sales, new product or business development, new product invention or innovation, number of customers, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, patents, procurement, product defect measures, product release timelines, productivity, profit, regulatory milestones or regulatory-related goals, retained earnings, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, savings, stock price, time to market, total stockholder return, working capital, unadjusted or adjusted actual contract value, unadjusted or adjusted total contract value, and individual objectives such as peer reviews or other subjective or objective criteria.
−Removed: As determined by the administrator, the performance goals may be based on generally accepted accounting principles, or GAAP, or non-GAAP results and any actual results may be adjusted by the administrator for one-time items or unbudgeted or unexpected items and/or payments of actual awards under the Incentive Compensation Plan when determining whether the performance goals have been met.
−Removed: The goals may be on the basis of any factors the administrator determines relevant, such as on an individual, divisional, portfolio, project, business unit, segment or company-wide basis.
−Removed: Any criteria used may be measured on such basis as the administrator determines.
−Removed: The performance goals may differ from participant to participant and from award to award.
−Removed: The administrator also may determine that a target award or a portion thereof will not have a performance goal associated with it but instead will be granted (if at all) in the compensation committee’s sole discretion.
−Removed: The administrator may, in its sole discretion and at any time before payment of an award, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool.
−Removed: The actual award may be below, at or above a participant’s target award, as determined by the administrator.
−Removed: The administrator may determine the amount of any increase, reduction or elimination based on such factors as it deems relevant, and it will not be required to establish any allocation or weighting with respect to the factors it considers.
−Removed: Actual awards will generally be paid in cash (or its equivalent) in a single lump sum as soon as practicable after the end of the performance period to which the actual award relates and after they are approved by the administrator, but no later than the dates set forth in the Incentive Compensation Plan.
−Removed: The administrator has the right, in its sole discretion, to settle an actual award with a grant of an equity award, which equity award may have such terms and conditions, including any vesting requirements, as the administrator determines in its sole discretion.
−Removed: Unless otherwise determined by the administrator, to earn an actual award, a participant must be employed by us (or any parent, subsidiary, or affiliate of ours, as applicable) through the date the actual award is paid.
−Removed: All awards under our Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement or reacquisition in accordance with any clawback policy that we (or any parent, subsidiary, or affiliate of ours, as applicable) may establish or amend from time to time to comply with applicable laws, including without limitation, the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
−Removed: In addition, the administrator may specify when providing for an award that the recipient’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events.
−Removed: In the event of any accounting restatement due to our material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, the recipient of an award will be required to repay a portion of the proceeds received with respect to an award earned or accrued under certain circumstances.
−Removed: The administrator will have the authority to amend or terminate the Incentive Compensation Plan provided such action does not materially alter or impair the existing rights or obligations of any participant with respect to any earned actual award without the participant’s consent.
−Removed: The Incentive Compensation Plan will remain in effect until terminated in accordance with the terms of the Incentive Compensation Plan.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
28 unchanged sentences
8-K 001-39113 3.2 September 15, 2021
+Added: 4.1 Specimen Common Stock Certificate
+Added: S-3 333-267889 4.1 October 14, 2022
+Added: 4.2 Form of Indenture
+Added: S-3 333-267889 4.3 October 14, 2022
4.3 Specimen Warrant Certificate
2 unchanged sentences
8-K 001-39113 4.4 November 5, 2019
−Removed: 4.3 Description of Capital Stock X
+Added: 4.5 Description of Securities
+Added: 4.6 Form of Warrant
+Added: 8-K 001-39113 4.1 March 9, 2023
10.1 Private Placement Warrants Purchase Agreement, dated October 31, 2019, by and between Osprey Technology Acquisition Corp.
9 unchanged sentences
Outside Director Compensation Policy
−Removed: 8-K 001-39113 10.13 September 15, 2021
10.5+ BlackSky Technology Inc.
14 unchanged sentences
S-4/A 333-256103 10.15 June 25, 2021
−Removed: 10.12+ Executive Employment Agreement for Brian Daum
−Removed: S-4/A 333-256103 10.16 June 25, 2021
10.12+ Offer Letter from BlackSky Holdings Inc.
39 unchanged sentences
001-39113 10.6 August 18, 2021
−Removed: 10.27 Form of Stock Option Agreement under the BlackSky 2021 Equity Incentive Plan S-8 333-261778 4.4 December 20, 2021
−Removed: 10.28 Form of Restricted Stock Unit Agreement under the BlackSky 2021 Equity Incentive Plan S-8 333-261778 4.5 December 20, 2021
−Removed: 10.29 Form of Stock Appreciation Right Agreement under the BlackSky 2021 Equity Incentive Plan S-8 333-261778 4.6 December 20, 2021
−Removed: 10.30 2014 Equity Incentive Plan and forms of agreements thereunder S-8 333-261778 4.7 December 20, 2021
+Added: 10.26+ Form of Stock Option Agreement under the BlackSky 2021 Equity Incentive Plan
+Added: S-8 333-261778 4.4 December 20, 2021
+Added: 10.27+ Form of Restricted Stock Unit Agreement under the BlackSky 2021 Equity Incentive Plan
+Added: S-8 333-261778 4.5 December 20, 2021
+Added: 10.28+ Form of Stock Appreciation Right Agreement under the BlackSky 2021 Equity Incentive Plan
+Added: S-8 333-261778 4.7 December 20, 2021
+Added: 10.29+ 2014 Equity Incentive Plan
+Added: S-8 333-261778 4.8 December 20, 2021
10.30+ Spaceflight, Inc.
−Removed: Amended and Restated 2011 Equity Incentive Plan Assumed by Spaceflight Industries and forms of agreements thereunder S-8 333-261778 4.8 December 20, 2021
−Removed: 10.32 2014 Equity Incentive Plan and forms of agreements thereunder S-8 333-261778 4.9 December 20, 2021
−Removed: 10.33 Form of Restricted Stock Unit Agreement under the BlackSky 2014 Equity Incentive Plan S-8 333-261778 4.4 March 4, 2022
+Added: Amended and Restated 2011 Equity Incentive Plan Assumed by Spaceflight Industries and forms of agreements thereunder
+Added: S-8 333-261778 4.9 December 20, 2021
+Added: 10.31+ Form of Restricted Stock Award Agreement
+Added: S-8 333-261778 4.6 December 20, 2021
+Added: 10.32+ Form of Restricted Stock Unit Agreement under the BlackSky 2014 Equity Incentive Plan
+Added: S-8 333-261778 4.4 March 4, 2022
2022 Executive Incentive Compensation Plan
−Removed: 16.1 Letter from Marcum LLP to the SEC, dated September 14, 2021 8-K 001-39113 16.1 September 15, 2021
+Added: 10-K 001-39113 10.34 March 31, 2022
+Added: 10.34+ Separation Agreement and Release, by and between Johan Broekhuysen and BlackSky Technology Inc., dated June 14, 2022
+Added: 10-Q 001-39113 10.3 August 10, 2022
+Added: 10.35+ Amendment to Offer Letter from BlackSky Holdings Inc.
+Added: to Henry Dubois, dated June 10, 2022
+Added: 10-Q 001-39113 10.2 August 10, 2022
+Added: 10.36† NRO Contract, dated May 23, 2022, by and between the National Reconnaissance Office and BlackSky Technology Inc.
+Added: 10-Q 001-39113 10.1 August 10, 2022
+Added: 10.37 Open Market Sale Agreement, dated December 15, 2022, by and between BlackSky Technology Inc.
+Added: and Jefferies LLC
+Added: 8-K 001-39113 1.1 December 15, 2022
Exhibit Description Form SEC File No.
Filing Date Filed or Furnished Herewith
−Removed: 21.1 List of Subsidiaries S-1 333-260458 21.1 October 25, 2021
−Removed: 23.1 Consent of Deloitte LLP, independent registered public accounting firm of BlackSky Technology Inc.
+Added: 10.38 Form of Securities Purchase Agreement, dated as of March 6, 2023 by and among the Company and the Investors
+Added: 8-K 001-39113 10.1 March 9, 2023
+Added: 10.39 Form of Registration Rights Agreement, dated as of March 6, 2023 by and among the Company and the Investors
+Added: 8-K 001-39113 10.2 March 9, 2023
+Added: 16.1 Letter from Marcum LLP to the SEC, dated September 14, 2021
+Added: 8-K 001-39113 16.1 September 15, 2021
+Added: 21.1 List of Subsidiaries
+Added: 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm of BlackSky Technology Inc.
24.1 Power of Attorney (included in signature pages hereto)
31.1 Certification of the Company’s Chief Executive Officer, Brian O’Toole, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 31.2 Certification of the Company’s Chief Financial Officer, Johan Broekhuysen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.2 Certification of the Company’s Chief Financial Officer, Henry Dubois , pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of the Company’s Chief Executive Officer, Brian O’Toole, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 32.2 Certification of the Company’s Chief Financial Officer, Johan Broekhuysen, pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
+Added: 32.2* Certification of the Company’s Chief Financial Officer, Henry Dubois , pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS Inline XBRL Instance Document X
7 unchanged sentences
+ Indicates management contract or compensatory plan.
+Added: † Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601.
+Added: The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon request.
+Added: * The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
FORM 10-K SUMMARY
3 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Johan Broekhuysen
−Removed: Johan Broekhuysen
+Added: /s/ Henry Dubois
Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
+Added: (Principal Financial Officer)
+Added: /s/ Tracy Ward
+Added: Vice President and Controller
+Added: (Principal Accounting Officer)
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian O’Toole and Johan Broekhuysen, and each one of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated on behalf of the registrant.
+Added: Each person whose signature appears below constitutes and appoints Brian O’Toole, Henry Dubois, and Tracy Ward, and each one of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue thereof.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated on behalf of the registrant.
Chief Executive Officer, President and Director (Principal Executive Officer)
1 unchanged sentence
Brian O’Toole
−Removed: /s/ Johan Broekhuysen
−Removed: Chief Financial Officer (Principal Financial and Accounting Officer)
+Added: /s/ Henry Dubois
+Added: Chief Financial Officer (Principal Financial Officer)
March 23, 2023
−Removed: Johan Broekhuysen
+Added: /s/ Tracy Ward
+Added: Vice President and Controller (Principal Accounting Officer)
+Added: March 23, 2023
/s/ Magid Abraham
19 unchanged sentences
Consolidated Statements of Operations and Comprehensive Loss F-4
−Removed: Consolidated Statements of Changes in Stockholders' in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) F-5
+Added: Consolidated Statements of Changes in Stockholders' Equity (Deficit) F-5
Consolidated Statements of Cash Flows F-6
4 unchanged sentences
We have audited the accompanying consolidated balance sheets of BlackSky Technology Inc.
−Removed: (the "Company") as of December 31, 2021 and December 31, 2020, the related consolidated statements of operations and comprehensive loss, changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and December 31, 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
+Added: (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
15 unchanged sentences
We have served as the Company's auditor since 2015.
+Added: FINANCIAL INFORMATION
+Added: FINANCIAL STATEMENTS
BLACKSKY TECHNOLOGY INC.
5 unchanged sentences
Restricted cash 2,835 2,518
+Added: Short-term investments 37,982 —
Accounts receivable, net of allowance of $ 0 and $ 39 , respectively
3 unchanged sentences
Property and equipment - net 71,584 70,551
+Added: Operating lease right of use assets - net 3,586 —
Goodwill 9,393 9,393
4 unchanged sentences
Total assets $ 234,090 $ 305,763
−Removed: Liabilities and stockholders’ equity (deficit)
+Added: Liabilities and stockholders’ equity
Current liabilities:
2 unchanged sentences
Contract liabilities - current 6,783 11,266
−Removed: Debt - current portion — 16,739
Other current liabilities 2,048 2,819
2 unchanged sentences
Long-term contract liabilities 109 568
+Added: Operating lease liabilities 3,132 —
Derivative liabilities 5,113 16,925
3 unchanged sentences
Commitments and contingencies (Note 24)
−Removed: Stockholders’ equity (deficit):
−Removed: Preferred stock, $ 0.0001 par value;
−Removed: 100,000 shares authorized;
−Removed: none issued or outstanding.
+Added: Stockholders’ equity:
Class A common stock, $ 0.0001 par value-authorized, 300,000 shares;
3 unchanged sentences
Accumulated deficit ( 545,111 ) ( 470,909 )
−Removed: Total stockholders’ equity (deficit) 179,620 ( 32,813 )
+Added: Total stockholders’ equity 121,874 179,620
Total liabilities and stockholders’ equity $ 234,090 $ 305,763
2 unchanged sentences
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
−Removed: (in thousands)
+Added: (in thousands, except per share amounts)
Years Ended December 31,
Imagery & software analytical services $ 47,415 $ 15,365
−Removed: Engineering & systems integration 9,039 2,398
+Added: Professional & engineering services 17,935 18,720
Total revenue 65,350 34,085
1 unchanged sentence
Imagery & software analytical service costs, excluding depreciation and amortization 14,462 13,013
−Removed: Engineering & systems integration costs, excluding depreciation and amortization 13,241 10,535
+Added: Professional & engineering service costs, excluding depreciation and amortization 21,365 21,735
Selling, general and administrative 79,672 86,655
4 unchanged sentences
Gain on debt extinguishment — 4,059
−Removed: Gain (loss) on derivatives 23,885 ( 558 )
−Removed: Income (loss) on equity method investment 1,027 ( 953 )
+Added: Gain on derivatives 11,812 23,885
+Added: Income on equity method investment 2,087 1,027
+Added: Interest income 1,116 —
Interest expense ( 5,426 ) ( 5,165 )
−Removed: Other (expense) income, net ( 147,656 ) 103
+Added: Other income (expense), net 2,081 ( 147,656 )
Loss before income taxes ( 74,879 ) ( 243,993 )
2 unchanged sentences
Discontinued operations:
−Removed: (Loss) gain from discontinued operations (including (loss) gain from disposal of Spaceflight Inc.
−Removed: of $( 1,650 ) and $ 30,672 for the years ended December 31, 2021 and 2020, respectively)
−Removed: ( 1,650 ) 28,185
+Added: Gain (loss) from discontinued operations 707 ( 1,650 )
Income tax (expense) benefit — —
−Removed: (Loss) gain from discontinued operations, net of tax ( 1,650 ) 28,185
+Added: Gain (loss) from discontinued operations, net of income taxes 707 ( 1,650 )
Net loss ( 74,172 ) ( 245,643 )
3 unchanged sentences
Loss from continuing operations $ ( 0.64 ) $ ( 3.37 )
−Removed: (Loss) gain from discontinued operations, net of tax ( 0.02 ) 0.85
+Added: Gain (loss) from discontinued operations, net of income taxes 0.01 ( 0.02 )
Net loss per share of common stock $ ( 0.63 ) $ ( 3.39 )
1 unchanged sentence
BLACKSKY TECHNOLOGY INC.
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
−Removed: Years Ended December 31, 2021 and 2020
+Added: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands)
Year Ended December 31, 2022
−Removed: Redeemable Convertible Preferred Stock Class A Common Stock Class B Common Stock Common Stock Additional Paid-In Treasury Stock Accumulated Total Stockholders'
−Removed: Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Equity
+Added: Common Stock Additional Paid-In Accumulated Total Stockholders'
+Added: Shares Amount Capital Deficit Equity
+Added: Balance as of January 1, 2022 114,452 $ 11 $ 650,518 $ ( 470,909 ) $ 179,620
+Added: Stock-based compensation — — 21,477 — 21,477
+Added: Issuance of common stock upon exercise of stock options 709 — 47 — 47
+Added: Issuance of common stock upon vesting of restricted stock awards 200 — — — —
+Added: Issuance of common stock upon vesting of restricted stock units 6,728 1 — — 1
+Added: Withholding of stock units to satisfy tax withholding obligations upon the vesting of restricted stock units and exercise of stock options ( 2,566 ) — ( 5,069 ) — ( 5,069 )
+Added: Repurchase and retirement of common stock ( 15 ) — — ( 30 ) ( 30 )
+Added: Net loss — — — ( 74,172 ) ( 74,172 )
+Added: Balance as of December 31, 2022 119,508 $ 12 $ 666,973 $ ( 545,111 ) $ 121,874
+Added: Year Ended December 31, 2021
+Added: Common Stock Additional Paid-In Accumulated Total Stockholders' Equity
+Added: Shares Amount Capital Deficit (Deficit)
Balance as of January 1, 2021, as adjusted 34,692 $ 3 $ 191,168 $ ( 223,984 ) $ ( 32,813 )
2 unchanged sentences
Issuance of common stock upon exercise of stock options 1,044 — 130 — 130
−Removed: Issuance of common stock upon exercise of warrants (1)
−Removed: — — — — — — 3,251 — 2,289 — — — 2,289
+Added: Issuance of common stock upon exercise of warrants, inclusive of preferred stock warrants exercised then converted to common stock in connection with the merger 3,251 — 2,289 — 2,289
Issuance of common stock upon vesting of restricted stock awards 546 — — — —
7 unchanged sentences
Balance as of December 31, 2021 114,452 $ 11 $ 650,518 $ ( 470,909 ) $ 179,620
−Removed: Inclusive of warrants exercised for preferred stock then exchanged into common stock in connection with merger.
−Removed: Year Ended December 31, 2020
−Removed: Redeemable Convertible Preferred Stock Class A Common Stock Class B Common Stock Common Stock Additional Paid-In Treasury Stock Accumulated Total Stockholders'
−Removed: Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Deficit
−Removed: Balance as of December 31, 2019, as previously reported 76,971 $ 171,321 72,319 $ 1 83,987 $ 1 — $ — $ 26,681 11,500 $ ( 12,500 ) $ ( 203,799 ) $ ( 189,616 )
−Removed: Retroactive application of the recapitalization ( 76,971 ) ( 171,321 ) ( 72,319 ) ( 1 ) ( 83,987 ) ( 1 ) 31,074 $ 3 158,820 ( 11,500 ) 12,500 — 171,321
−Removed: Balance as of December 31, 2019, as adjusted — — — — — — 31,074 3 185,501 — — ( 203,799 ) ( 18,295 )
−Removed: Adoption of Accounting Standards Updates "ASU", ASU 2014-09
−Removed: — — — — — — — — — — — ( 650 ) ( 650 )
−Removed: Balance as of January 1, 2020, as adjusted — — — — — — 31,074 3 185,501 — — ( 204,449 ) ( 18,945 )
−Removed: Stock based compensation, including $ 218 thousand in the sale of Spaceflight, Inc.
−Removed: — — — — — — — 2,390 — — — 2,390
−Removed: Issuance of preferred stock in the sale of Spaceflight, Inc — — — — — 999 — 3,247 — — — 3,247
−Removed: Issuance of common stock upon exercise of stock options — — — — — 188 — 30 — — — 30
−Removed: Issuance of common stock upon vesting of restricted stock awards — — — — — 2,376 — — — — — —
−Removed: Issuance of common stock as contingent consideration for the purchase of OpenWhere, Inc — — — — — 55 — — — — — —
−Removed: Net loss — — — — — — — — — — ( 19,535 ) ( 19,535 )
−Removed: Balance as of December 31, 2020 — $ — — $ — — $ — 34,692 $ 3 $ 191,168 — $ — $ ( 223,984 ) $ ( 32,813 )
See notes to consolidated financial statements
2 unchanged sentences
(in thousands)
+Added: Years Ended December 31,
Cash flows from operating activities:
Net loss $ ( 74,172 ) $ ( 245,643 )
−Removed: (Loss) gain from discontinued operations, net of tax ( 1,650 ) 28,185
+Added: Gain (loss) from discontinued operations, net of income taxes 707 ( 1,650 )
Loss from continuing operations ( 74,879 ) ( 243,993 )
1 unchanged sentence
Depreciation and amortization expense 35,661 14,306
+Added: Operating lease right of use assets amortization 1,640 —
Gain on debt extinguishment — ( 4,059 )
−Removed: Bad debt expense 58 —
+Added: Bad debt (recovery) expense ( 22 ) 58
Stock-based compensation expense 20,025 42,571
−Removed: Loss on issuance of Bridge Notes 99,669 —
+Added: Loss on issuance of 2021 convertible Bridge Notes — 99,669
Issuance costs for derivative liabilities and debt carried at fair value — 48,009
Amortization of debt discount and issuance costs 1,805 1,807
−Removed: (Gain) loss on equity method investment ( 1,027 ) 953
+Added: Income on equity method investment ( 2,087 ) ( 1,027 )
Loss on disposal of property and equipment — 24
−Removed: (Gain) loss on derivatives ( 23,885 ) 558
+Added: Gain on derivatives ( 11,812 ) ( 23,885 )
Satellite impairment loss — 18,407
+Added: Interest income ( 656 ) —
+Added: Other, net 106 —
Changes in operating assets and liabilities:
Accounts receivable ( 461 ) 216
−Removed: Contract assets 2,118 ( 3,796 )
+Added: Contract assets - current and long-term ( 5,996 ) 2,118
Prepaid expenses and other current assets 1,413 ( 5,207 )
5 unchanged sentences
Other liabilities 2,355 3,020
−Removed: Cash flows used in operating activities - continuing operations ( 53,872 ) ( 15,300 )
−Removed: Cash flows used in operating activities - discontinued operations — ( 16,374 )
Net cash used in operating activities ( 44,456 ) ( 53,872 )
2 unchanged sentences
Satellite procurement work in process ( 32,385 ) ( 62,643 )
+Added: Purchase of short-term investments ( 50,343 ) —
+Added: Proceeds from maturities of short-term investments 13,000 —
Purchase of domain name — ( 7 )
1 unchanged sentence
Cash flows used in investing activities - continuing operations ( 80,601 ) ( 63,614 )
−Removed: Cash flows provided by investing activities - discontinued operations — 8,607
+Added: Cash flows used in investing activities - discontinued operations ( 978 ) —
Net cash used in investing activities ( 81,579 ) ( 63,614 )
1 unchanged sentence
Proceeds from recapitalization transaction, net of payment of equity issuance costs — 244,880
−Removed: Payments of transaction costs related to sponsor earn-out shares ( 291 ) —
+Added: Payments of transaction costs related to Sponsor Shares — ( 291 )
Proceeds from issuance of debt — 58,573
3 unchanged sentences
Debt payments — ( 22,198 )
+Added: Payments for deferred offering costs ( 31 ) —
Payments for debt issuance costs — ( 6,238 )
−Removed: Withholding tax payment on vesting of restricted stock awards and options exercised — ( 39 )
−Removed: Cash flows provided by financing activities - continuing operations 275,017 3,444
−Removed: Cash flows used in financing activities - discontinued operations — —
−Removed: Net cash provided by financing activities 275,017 3,444
−Removed: Net increase (decrease) in cash, cash equivalents, and restricted cash 157,531 ( 38,000 )
+Added: Withholding tax payments on vesting of restricted stock units ( 5,069 ) —
+Added: Net cash (used in) provided by financing activities ( 5,053 ) 275,017
+Added: Net (decrease) increase in cash, cash equivalents, and restricted cash ( 131,088 ) 157,531
Cash, cash equivalents, and restricted cash – beginning of year 168,104 10,573
−Removed: Cash reclassified to assets held for sale at beginning of period — 11,383
−Removed: Cash reclassified to assets held for sale at the end of period — —
Cash, cash equivalents, and restricted cash – end of period $ 37,016 $ 168,104
4 unchanged sentences
Total cash, cash equivalents, and restricted cash $ 37,016 $ 168,104
+Added: Years Ended December 31,
(in thousands)
−Removed: Supplemental disclosures of cash flows information:
+Added: Supplemental disclosures of cash flow information:
Cash paid for interest $ 5 $ 378
1 unchanged sentence
Property and equipment additions accrued but not paid $ 6,455 $ 5,222
−Removed: Capitalized interest 620 1,162
Capitalized stock-based compensation 1,470 11
−Removed: Issuance of common stock due to Bridge Notes and rights offering, net of issuance 106,353 —
+Added: Capitalized interest for property and equipment placed into service 220 620
+Added: Accretion of short-term investments' discounts and premiums 640 —
+Added: Repurchase and retirement of common stock 30 —
+Added: Equity issuance costs accrued but not paid 491 —
+Added: Issuance of common stock due to Bridge Notes, net of issuance costs — 106,353
Issuance of common stock warrants due to Bridge Notes — 18,800
5 unchanged sentences
Contingent liability for working capital adjustment and use taxes to M&Y Space Co.
−Removed: Issuance of preferred stock in the sale of Spaceflight, Inc.
Increase of debt principal for paid-in-kind interest 3,006 2,889
−Removed: Application of Secured Loan against the 2020 Share Purchase Agreement (“SPA”) purchase price — 26,182
−Removed: Equipment acquired under capital lease — 9
See notes to consolidated financial statements
15 unchanged sentences
The Company owns and operates one of the industry's leading high-performance low earth orbit small satellite constellations.
−Removed: Our constellation is optimized to cost-efficiently capture imagery at high frequencies where and when our customers need it.
+Added: Our constellation is optimized to cost-efficiently capture imagery at high revisit rates where and when our customers need it.
BlackSky’s Spectra AI software platform processes millions of observations a day from our proprietary satellite constellation and from multiple external data sources including imaging, radar and radio frequency satellites, environmental sensors, asset tracking sensors, Internet of Things (“IoT”) connected devices, internet-enabled narrative sources, and a variety of geotemporal data feeds.
−Removed: Spectra AI employs advanced, proprietary AI and machine learning (“ML”) techniques to process, analyze, and transform these data feeds into alerts, information, and insights.
+Added: Spectra AI employs advanced, proprietary artificial intelligence ("AI") and machine learning (“ML”) techniques to process, analyze, and transform these data feeds into alerts, information, and insights.
Customers can access Spectra AI’s data and analytics through easy-to-use web services or through platform application programming interfaces.
4 unchanged sentences
The Company accounts for LeoStella and X-Bow Launch Systems Inc.
−Removed: (“X-Bow”), a space technology company specializing in additive manufacturing of solid rocket motors of which BlackSky owns approximately 17.5 %, as equity method investments (Note 7)
−Removed: Prior to the Merger, Legacy BlackSky owned a division called Spaceflight, Inc.
−Removed: (“Spaceflight”), a Delaware corporation based in Seattle, Washington, that provided satellite launch brokerage services to customers.
−Removed: On June 12, 2020, BlackSky sold 100 % of its equity interests in Spaceflight to M&Y Space Co.
−Removed: (“M&Y Space”) for a final purchase price of $ 31.6 million.
−Removed: Spaceflight’s financial results were material to the Company’s financial results and, as such, are reported as discontinued operations in the consolidated statements of operations and comprehensive loss (Note 8).
+Added: (“X-Bow”), a space technology company specializing in additive manufacturing of solid rocket motors of which BlackSky owns less than 20 %, as equity method investments (Note 7).
+Added: The Company made two disclosures related to 2021 that were previously undisclosed.
+Added: The first relates to a supplemental cash flow disclosure on the paid-in-kind interest on a loan.
+Added: The second relates to payments made to Thales Alenia Space in the FN 22 – Related Party Transactions.
+Added: The Company believes both disclosures are immaterial to the 2021 consolidated financial statements.
Basis of Presentation and Summary of Significant Accounting Policies
2 unchanged sentences
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
−Removed: In addition, the consolidated financial statements include the Company’s proportionate share of the earnings or losses of its
−Removed: equity method investments and a corresponding increase or decrease to its investment, with recorded losses limited to the carrying value of the Company’s investment.
+Added: In addition, the consolidated financial statements include the Company’s proportionate share of the earnings or losses of its equity method investments and a corresponding increase or decrease to its investment, with recorded losses
+Added: limited to the carrying value of the Company’s investment.
All intercompany transactions and balances have been eliminated upon consolidation.
13 unchanged sentences
and (iv) the Company’s equity structure for all periods presented.
+Added: Effective January 1, 2022, the Company reorganized its captions on the consolidated statements of operations and comprehensive loss to better align the Company’s broad portfolio.
+Added: As a result, for the year ended December 31, 2021, the amounts presented to reflect the impact of the reorganization have been recasted.
+Added: This resulted in a $ 9.7 million reclassification between imagery & software analytical services revenue and professional & engineering services revenue and an $ 8.5 million reclassification between imagery & software analytical service costs, excluding depreciation and amortization and professional & engineering service costs, excluding depreciation and amortization in the Company's consolidated statements of operations and comprehensive loss.
+Added: Effective January 1, 2022, we adopted Accounting Standards Codification (ASC) Topic 842, " Leases" ("ASC 842") (Note 3).
+Added: The adoption of this standard is reflected in the amounts and disclosures set forth in this Form 10-K.
The Company’s consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, including derivative financial instruments, which are stated at fair value.
11 unchanged sentences
(iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);
−Removed: and (iv) disclose certain executive
−Removed: compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.
+Added: and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.
Use of Estimates
2 unchanged sentences
Actual results could materially differ from these estimates.
−Removed: Significant estimates made by the Company relate to revenue and associated cost recognition, the collectability of accounts receivable, the recoverability and useful lives of property and equipment, the valuation of equity warrants and warrant liabilities, fair value estimates, the recoverability of goodwill and intangible assets, the provision for income taxes, and stock-based compensation.
+Added: Significant estimates made by the Company include, but are not limited to, revenue and associated cost recognition, the collectability of accounts receivable, the recoverability and useful lives of property and equipment, the valuation of equity warrants and warrant liabilities, fair value estimates, the recoverability of goodwill and intangible assets, the provision for income taxes, and stock-based compensation.
Cash and Cash Equivalents
10 unchanged sentences
After all attempts to collect an accounts receivable balance have failed, the accounts receivable balance is written off against the allowance for doubtful accounts.
−Removed: The Company assessed all existing accounts receivable and recorded an allowance for doubtful accounts of $ 39 thousand and $ 0 as of December 31, 2021 and 2020, respectively.
+Added: The Company assessed all existing accounts receivable and recorded an allowance for doubtful accounts of $ 0 and $ 39 thousand as of December 31, 2022 and 2021, respectively.
Prepaid Expenses and Other Current Assets
1 unchanged sentence
Other current assets consist primarily of non-trade receivables.
+Added: In May 2022, we began investing a portion of our cash and cash equivalents in short-term investments, which generally consist of A-1, or higher, rated corporate debt and governmental securities.
+Added: Our investments are
+Added: classified as held-to-maturity and have a stated maturity date of one year or less from the balance sheet date.
+Added: Any investments with original maturities less than three months are considered cash equivalents.
+Added: As of December 31, 2022 and 2021, the Company’s short-term investments had a carrying value of $ 38.0 million and $ 0 , respectively, which represents amortized cost, and an aggregate fair value of $ 37.9 million and $ 0 , respectively.
+Added: The gross unrecognized holding losses as of December 31, 2022 and 2021 was $ 134 thousand and $ 0 , respectively;
+Added: there were not any gross unrecognized holding gains as of December 31, 2022 or 2021.
Property and Equipment - net
5 unchanged sentences
Site and other equipment 2 - 5
−Removed: Ground station equipment 2
Office furniture and fixtures 5
6 unchanged sentences
If the criteria are not met, the Company assesses the satellite for impairment.
−Removed: The Company capitalizes internal and external costs incurred to develop and implement software, which consist primarily of costs related to design, coding, and testing.
+Added: The Company capitalizes internal and external costs incurred to develop and implement internal-use software, which consist primarily of costs related to design, coding, and testing.
+Added: Internal costs include salaries and allocations of fringe and stock-based compensation.
When the software is ready for its intended use, capitalization ceases and such costs are amortized on a straight-line basis over the estimated life to either depreciation or cost of sales depending on the nature of the software.
+Added: Costs incurred prior to and after the application development stage are charged to expense.
We regularly review our capitalized software projects for impairment.
3 unchanged sentences
Goodwill is tested for impairment at the reporting unit level by first taking a qualitative approach to determine whether it is more likely than not that a reporting unit's fair value is less than its carrying value.
−Removed: If the Company determines that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company compares the reporting unit’s carrying amount to the fair value of the reporting unit.
+Added: If the Company determines that it is more likely than not that a
+Added: reporting unit's fair value is less than its carrying amount, the Company compares the reporting unit’s carrying amount to the fair value of the reporting unit.
If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
23 unchanged sentences
Technology 3 - 5
+Added: The Company leases office space under various non-cancellable operating leases with varying lease expiration dates through 2033.
+Added: We determine whether a contract is or contains a lease and whether the lease should be classified as an operating or finance lease at contract inception.
+Added: The Company determines if an arrangement is a lease at inception of the contract.
+Added: Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the consolidated balance sheets.
+Added: ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases.
+Added: ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.
+Added: The Company uses the implicit rate when readily determinable.
+Added: For leases where the rate is not determinable, the Company determines the incremental borrowing rate.
+Added: We do not recognize a ROU asset and a
+Added: lease liability for leases with an initial term of 12 months or less;
+Added: we recognize lease expense for these leases on a straight-line basis over the lease term.
+Added: Many of the Company’s lease agreements contain incentives for tenant improvements.
+Added: For tenant improvement incentives received, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records the incentives as a reduction to the ROU asset, which reduces rent expense over the lease term.
+Added: For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.
+Added: Finance leases are not material to our consolidated financial statements and the Company is not a lessor in any material arrangements.
+Added: We do not have any material restrictions or covenants in our lease agreements, sale-leaseback transactions, land easements or residual value guarantees.
Equity Method Investments
38 unchanged sentences
Revenue Recognition
−Removed: The Company generates revenue from the sale of imagery and software analytical services and engineering and systems integration.
−Removed: Imagery and software analytical services revenue includes imagery, data, software, and
−Removed: analytics, including professional services.
−Removed: This revenue is recognized from services rendered under cost-plus-fixed-fee contracts, firm fixed price contracts, or on a time and materials basis.
−Removed: Engineering and systems integration revenue is from fixed price long-term construction contracts.
−Removed: The Company adopted the provisions of the new revenue recognition standard, Accounting Standards Update No.
−Removed: 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASC 606”), for the fiscal year beginning January 1, 2020 using the modified retrospective adoption method for the contracts that were not completed at the date of initial application.
−Removed: Concurrent with the adoption of the new standard, the Company has updated its revenue recognition policy in accordance with the five-step model set forth under ASC 606.
+Added: The Company generates revenue from the sale of imagery and software analytical services and professional and engineering services.
+Added: Imagery and software analytical services revenue includes imagery, data, software, and analytics.
+Added: This revenue is recognized from services rendered under non-cancellable subscription order agreements or variable not-to-exceed purchase orders.
+Added: Professional and engineering services revenue is generated from both time and materials basis contracts and firm fixed price service solutions contracts and firm fixed price long-term engineering and construction contracts.
The Company generates revenue primarily through contracts with government agencies.
−Removed: Most of the fixed price contracts include multiple promises, which are generally separated as distinct performance obligations.
+Added: Some of the fixed price contracts include multiple promises, which are generally separated as distinct performance obligations.
The Company allocates the transaction price to each performance obligation based on the relative standalone selling prices using observable sales transactions where applicable.
−Removed: Identifying the performance obligations contained in a contract, determining transaction price, allocating transaction price, and determining when performance obligations are satisfied can require the application of significant judgment, as further discussed below.
−Removed: Identifying the performance obligations in a contract.
−Removed: The Company's contracts typically include multiple promises which are accounted for as separate performance obligations.
−Removed: Significant judgment is required in determining performance obligations, and these decisions could change the amount of revenue and profit or loss recorded in each period.
−Removed: Classification of Revenue.
−Removed: Revenue is classified in the consolidated statements of operations and comprehensive loss based on the predominant attributes of the performance obligations.
−Removed: Determination of and Allocation of Transaction Price.
−Removed: Each customer purchase order sets forth the transaction price under the arrangement.
−Removed: For contracts with multiple performance obligations, the Company evaluates whether the stated selling prices represent their standalone selling prices.
−Removed: When it is necessary to allocate the transaction price to multiple performance obligations, the expected cost plus a reasonable profit margin is typically used to estimate the standalone selling price of each product or service.
−Removed: The Company also sells standard products or services as a percentage markup of an underlying baseline product.
−Removed: Determination of when Performance Obligations are Satisfied.
−Removed: Revenue from imagery is recognized at the point-in-time the customer receives access to the imagery, or ratably over the subscription period.
−Removed: In certain firm fixed price contracts that contain imagery where it is probable the Company will receive the full contract amount or the customer prepays for future services, which may expire unused, the Company’s accounting policy for unexercised performance obligations is to recognize the estimated breakage amount as revenue over time in proportion to the historical pattern of rights exercised by the customer.
−Removed: The unrecognized amount is recorded within contract liabilities on the Company’s consolidated balance sheets.
−Removed: Revenue from data, software, and analytics, including professional service solutions, is recognized from the rendering of services over time on a cost-plus-fixed-fee, firm fixed price, or a time and materials basis.
−Removed: Engineering and systems integration revenue is primarily generated from fixed price long-term engineering and integration construction contracts.
−Removed: Due to the long-term nature of these contracts, the Company generally recognizes revenue over time using a cost-to-cost measure of progress because it best depicts the transfer of control to the customer as the Company incurs costs on the contracts.
−Removed: Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation(s) ("EAC").
−Removed: The estimation of total estimated costs at completion is subject to many variables and requires judgment.
−Removed: The Company recognizes changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified.
−Removed: If at any time, the estimate of contract profitability indicates a probable anticipated loss on the contract, the total loss is recognized as and when known.
+Added: In accordance with Accounting Standards Update No.
+Added: 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASC 606”), the Company uses the five-step model of identifying the performance obligations contained in a contract, determining transaction price, allocating transaction price, and determining when
+Added: performance obligations are satisfied can require the application of significant judgment, as further discussed below.
Revenue is measured at the fair value of consideration received or receivable and net of discounts.
The Company applies a policy election to exclude transaction taxes collected from customer sales when the tax is both imposed on and concurrent with a specific revenue-producing transaction.
−Removed: The Company estimates any
−Removed: variable consideration, and whether the transaction price is constrained, upon execution of each contract.
+Added: The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract.
The Company did not have any active contracts with significant variable consideration as of December 31, 2022.
−Removed: The estimation of total revenue and costs at completion for fixed price projects is subject to many variables and requires judgment.
−Removed: The Company typically recognizes changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified.
−Removed: Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in a prior period.
−Removed: Changes in contract estimates may also result in the reversal of previously recognized revenue, if the current estimate differs from the previous estimate.
−Removed: If at any time, the estimate of profitability for a performance obligation indicates a probable anticipated loss, the Company recognizes the total loss for the performance obligation in the period it is identified.
−Removed: Changes in estimates related to contracts accounted for using the cost-to-cost measure of progress are recognized in the period in which such changes are made for the inception-to-date effect of the changes.
−Removed: For the year ended December 31, 2021, the Company recognized $ 4.6 million of unfavorable cumulative adjustments to revenue reflecting estimated cost increases on two engineering and systems integration contracts (Note 5).
−Removed: During the year ended December 31, 2020, the Company’s recognized $ 4.0 million of unfavorable cumulative adjustments to revenue reflecting estimated cost increases on the same contracts.
−Removed: During the years ended December 31, 2021 and 2020, there was no revenue recognized from performance obligations satisfied in previous periods.
−Removed: Imagery & Software Analytical Services
−Removed: Imagery services include imagery delivered from the Company’s satellites in orbit via its Spectra AI platform and in limited cases directly uploaded to certain customers.
−Removed: Imagery performance obligations are recognized as revenue at the point-in-time when the Company delivers images to the Spectra AI platform or, in limited circumstances, ratably over the subscription period when the customer has a right to access the Spectra AI platform for unlimited images.
−Removed: In certain firm fixed price contracts that contain imagery where it is probable the Company will receive the full contract amount or the customer prepays for future services that may not be completely satisfied, the Company’s accounting policy for unexercised performance obligations is to recognize the estimated breakage amount as revenue over time in proportion to the historical pattern of rights exercised by the customer.
−Removed: We recognized $ 1.9 million and $ 0.0 million of estimate breakage in the years ended December 31, 2021 and 2020, respectively.
−Removed: The unrecognized amount is recorded within contract liabilities on the Company’s consolidated balance sheets.
+Added: Imagery & Software Analytical Services Revenue
+Added: Imagery services include imagery delivered from the Company’s satellites in orbit via our Spectra AI platform and in limited cases directly uploaded to certain customers.
+Added: Customers can directly task our proprietary satellite constellation to collect and deliver imagery over specific locations, sites and regions that are critical to their operations.
+Added: We offer customers several service level options that include basic plans for on-demand tasking or multi-year assured access programs, where customers can secure priority access and imaging capacity at a premium over a region of interest on a take or pay basis.
+Added: Imagery revenue is recognized ratably over the subscription period or at the point in time the customer receives access to the imagery.
Data, Software, and Analytics
−Removed: The Company leverages proprietary artificial intelligence ("AI") and machine learning ("ML") algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party space and terrestrial sources to provide hard-to-get data, insights, and analytics for customers.
+Added: The Company leverages proprietary AI and ML algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party space and terrestrial sources to provide hard-to-get data, insights, and analytics for customers.
The Company continues to integrate and enhance its offerings by performing contract development, while retaining the intellectual property rights.
−Removed: The Company also provides technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training.
+Added: The Company also offers services related to object, change and anomaly detection, site monitoring, and enhanced analytics, through which the Company can detect key pattern of life changes in critical locations such as ports, airports, and construction sites;
+Added: retail activity;
+Added: commodities stockpiles;
+Added: and other sites that contain critical commodities and supply chain information .
+Added: Our analytics services are also offered on a subscription or consumption basis and provide customers with access to our site monitoring, event monitoring and global data services.
+Added: Software analytical services revenue derived from data, software, and analytics is recognized from the rendering of analytical and monitoring services over time on a firm fixed price, or at the point in time the customer receives access to an analytic product.
+Added: Professional and Engineering Services Revenue
+Added: The Company provides technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training.
The Company uses system engineers to support customer efforts to manage mass quantities of data.
−Removed: The Company also offers professional service solutions related to object detection, site monitoring, and enhanced analytics, through which the Company can detect key objects in critical locations such as ports, airports, and construction sites;
−Removed: monitor changes at, damages to or other anomalies in key infrastructure;
−Removed: and analyze stockpiles or other critical inventory .
−Removed: Imagery and software analytical services revenue from data, software, and analytics contracts is recognized from the rendering of services over time on a cost-plus-fixed-fee, firm fixed price, or time and materials basis as well as, at the point-in-time the customer receives access to an analytic product.
−Removed: For firm fixed price contracts, the Company recognizes revenue using an EAC.
−Removed: A performance obligation’s EAC includes all direct costs such as labor, materials, subcontract costs, overhead and an allocatable portion of general and administrative costs.
+Added: For firm fixed price professional service contracts, the Company recognizes revenue using total estimated costs to complete the performance obligation, ("Estimate at Completion" or "EAC").
+Added: A performance obligation’s EAC includes all direct costs such as labor, materials, subcontract costs and overhead.
In addition, an EAC of a performance obligation includes future losses estimated to be incurred on contracts, as and when known.
−Removed: For contracts structured as cost-plus-fixed-fee or on a time and materials basis, the Company generally recognizes revenue based on the right-to-invoice when practically expedient, as the Company is
−Removed: contractually able to invoice the customer based on the control transferred to the customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date.
−Removed: Engineering and Systems Integration
−Removed: The Company develops and delivers advanced launch vehicle, satellite and payload systems for a limited number of customers that leverage the Company’s capabilities in mission systems engineering and operations, ground station operations, and software and systems development.
−Removed: These systems are sold to government customers under fixed price contracts.
−Removed: The Company generally recognizes revenue over time using the cost-to-cost method to measure progress, pursuant to which the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total EAC.
−Removed: Imagery and Software Analytical Service and Engineering and Systems Integration Costs
−Removed: Imagery and software analytical service costs primarily include internal aerospace and geospatial software development labor, third-party data and imagery, internal labor to support the ground stations and space operations, and cloud computing and hosting services.
+Added: For contracts structured as cost-plus-fixed-fee or on a time and materials basis, the Company generally recognizes revenue based on the right-to-invoice when practically expedient, as the Company is contractually able to invoice the customer based on the control transferred to the customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date.
+Added: The Company also develops and delivers advanced launch vehicle, satellite and payload systems for a limited number of customers that leverage the Company’s capabilities in mission systems engineering and operations, ground station operations, and software and systems development.
+Added: These systems are sold to
+Added: government customers under fixed price contracts.
+Added: The Company generally recognizes revenue over time using the cost-to-cost method to measure progress, pursuant to which the extent of progress towards completion is measured based on the ratio of costs incurred to date to the EAC.
+Added: The estimation of total estimated costs at completion is subject to many variables and requires judgment.
+Added: The Company recognizes changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified.
+Added: Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in a prior period.
+Added: If at any time, the estimate of profitability for a performance obligation indicates a probable anticipated loss, the Company recognizes the total loss for the performance obligation in the period it is identified.
+Added: Changes in estimates related to contracts accounted for using the cost-to-cost measure of progress are recognized in the period in which such changes are made for the inception-to-date effect of the changes.
+Added: For the year ended December 31, 2022, the Company recognized $ 2.3 million of unfavorable cumulative adjustments to revenue directly from estimated cost increases on two professional and engineering services contracts (Note 6).
+Added: All, or a portion, of this cumulative adjustment will be recognized in future revenue as the percentage of completion increases over time.
+Added: During the year ended December 31, 2021, the Company recognized a $ 4.6 million unfavorable impact to revenue attributable to changes in estimates for two professional and engineering services contracts.
+Added: During the year ended December 31, 2022, there was no revenue recognized from performance obligations satisfied in previous period s .
+Added: Imagery and Software Analytical Service and Professional and Engineering Service Costs
+Added: Imagery and software analytical service costs primarily include internal labor to support the ground station network and space operations, third-party data and imagery, and cloud computing and hosting services.
The Company recognizes stock-based compensation expense for those employees whose work supports the imagery and software analytical service costs we provide to customers, under imagery and software analytical service costs, excluding depreciation and amortization.
−Removed: For those employees who provide engineering and systems support to customers, the stock-based compensation expense will be classified under engineering and systems integration costs.
−Removed: For the remaining employees who generally support the Company and its business, the stock-based compensation expense is recognized under selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.
−Removed: Engineering and systems integration costs primarily include the cost of internal labor for product design, integration and engineering in support of long-term development contracts for launch vehicle, satellite and payload systems.
−Removed: The Company also incurs subcontract direct materials and external labor costs to build and test specific components such as the communications system, payload demands and sensor integration.
−Removed: Costs are expensed as incurred except for incremental costs to obtain or fulfill a contract, which are capitalized and amortized on a systematic basis consistent with the transfer of goods and services.
−Removed: Fringe costs incurred within or allocated to the Company’s customers are classified as overhead (included in imagery and software analytical services and engineering and systems integration costs based on the nature of the contract).
−Removed: The Company does not have any contracts that are subject to U.S.
−Removed: Government Cost Accounting Standards.
+Added: For those employees who provide these services to support customer-based programs, the stock-based compensation expense is classified under imagery and software analytical services costs.
+Added: Professional and engineering service costs primarily include the cost of internal labor for design and engineering in support of long-term development contracts for launch vehicle, satellite, and payload systems, as well as subcontract direct materials and external labor costs to build and test specific components, such as the communications system, payload demands, and sensor integration.
+Added: In addition, we also recognize internal labor costs and external subcontract labor costs for our customer-centric software service solutions.
+Added: We recognize stock-based compensation expense for those employees who provide professional and engineering services support to customers, under professional and engineering service costs, excluding depreciation and amortization.
Research and Development Costs
7 unchanged sentences
Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases.
−Removed: Deferred tax assets and liabilities are measured using enacted
−Removed: tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
+Added: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enacted date.
10 unchanged sentences
Restricted Stock Awards and Restricted Stock Units
−Removed: The estimated fair value of RSAs and RSUs are measured based on the grant date fair value of the Company’s Class A common stock.
+Added: The Company has granted restricted stock awards ("RSAs") and grants restricted stock units ("RSUs") to certain employees, for which the grant date fair value is equal to the trading price fair value of the Class A common stock on the date of grant.
In order to determine the fair value of its Class A common stock on the date of grant and prior to the Merger, Legacy BlackSky historically performed a valuation analysis using a combination of market and income approaches.
4 unchanged sentences
The fair value of the RSUs that include a performance condition is recognized as compensation expense over the requisite service period using the accelerated attribution method, which accounts for RSUs with discrete vesting dates as if they were a separate award.
−Removed: Expense related to stock-based payments is classified in the consolidated statements of operations and comprehensive loss based upon employees’ cash compensation.
−Removed: The Company recognized stock-based compensation expense in imagery and software analytical service costs, excluding depreciation and amortization, and selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.
+Added: Expense related to stock-based payments is classified in the consolidated statements of operations and comprehensive loss based upon the classification of each employees’ cash compensation.
Stock Options
The Company uses the Black-Scholes option pricing model to value all options and the straight-line method to recognize the fair value as compensation cost over the requisite service period.
−Removed: The fair value of each option granted was estimated as of the date of grant.
−Removed: The Company granted options to a homogenous pool of executive employees during the year ended December 31, 2021 under the 2021 Plan.
−Removed: The Company did not grant options in the year ended December 31, 2020.
−Removed: The Company's uses the following inputs when applying the Black-Scholes option pricing model:
+Added: The fair value of each option
+Added: granted was estimated as of the date of grant.
+Added: The Company granted options in the year ended December 31, 2022.
+Added: The Company uses the following inputs when applying the Black-Scholes option pricing model:
Expected Dividend Yield .
3 unchanged sentences
Expected Volatility .
−Removed: The Company does not have enough historical share price history, therefore, the expected volatility was estimated based upon the historical share price volatility of comparable publicly traded companies.
+Added: The Company does not have enough historical share price history;
+Added: therefore, the expected volatility was estimated based upon the historical share price volatility of guideline comparable companies.
Risk-free Interest Rate .
2 unchanged sentences
Expected Term .
−Removed: For options granted in 2021, since there is not a history of option exercises as a public company, the Company considered the option vesting terms and contractual period, as well as the demographics of the holders, in estimating the expected term.
+Added: For options granted in 2021 and 2022, since there is not a history of option exercises as a public company, the Company considered the option vesting terms and contractual period, as well as the demographics of the holders, in estimating the expected term.
For options granted prior to 2021, the expected term was the estimated duration to a liquidation event based on a weighted average consideration of the most likely exit prospects for that stage of development.
7 unchanged sentences
The incremental fair value was recognized as stock-based compensation expense immediately to the extent that the modified stock option already had vested, and for stock options that were not yet vested, the incremental fair value has been recognized as stock-based compensation expense over the remaining vesting period.
+Added: Common Stock Repurchases and Retirements
+Added: The Company may repurchase common stock from employees or former employees and recognizes any excess of the repurchase price over the fair value of the instruments repurchased as additional compensation cost.
+Added: Further, when that same common stock is retired, the excess is charged entirely to retained earnings.
+Added: During the year ended December 31, 2022, the Company repurchased and retired 14,603 shares of common stock.
+Added: The Company recorded $ 30 thousand to retained earnings in the consolidated balance sheets as of December 31, 2022 and $ 18 thousand to stock-based compensation as part of selling, general, and administrative expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.
Segment Information
2 unchanged sentences
This segment, which comprises the continuing operations of the Company’s single operating and reportable segment, provides geospatial intelligence, imagery and related data analytic products and services, and mission systems that include the development, integration, and operation of satellite and ground systems to government and commercial customers.
−Removed: Debt - Application of the Fair Value Option
−Removed: During the year ended December 31, 2021, the Company issued three tranches of subordinated, unsecured convertible promissory notes (collectively, the “Bridge Notes”) (refer to the discussion included in Note 15).
−Removed: The Company elected to account for the Bridge Notes under the fair value option.
−Removed: In accordance with the application of the fair value option, the Company (i) recorded the Bridge Notes at their fair values as of the dates of issuance and (ii) remeasured the fair value of the Bridge Notes at each balance sheet date and at the conversion date, which was the date of the Merger.
−Removed: Both the initial and subsequent measurement of the fair value of the Bridge Notes contemplated all of their terms and all of the notes’ features.
−Removed: Accordingly, when the fair value option was applied, the Company did not separately evaluate the Bridge Notes for the existence of embedded features that would require bifurcation as embedded derivatives under other accounting guidance.
−Removed: Changes to the fair value of the Bridge Notes between balance sheet dates are reported within other (expense) income, net in the consolidated statements of operations and comprehensive loss if such changes are attributable
−Removed: to base market risk.
−Removed: Until settlement, changes to the fair value of the Bridge Notes were reported in other comprehensive loss in the consolidated statements of operations and comprehensive loss if such changes were attributable to instrument-specific credit risk.
−Removed: All debt issuance costs incurred in connection with Bridge Notes accounted for pursuant to the fair value option were expensed as incurred.
−Removed: The Company did not separately report interest expense attributable to the Bridge Notes accounted for pursuant to the fair value option in the consolidated statements of operations and comprehensive loss.
−Removed: Accrued interest, which did not become due until maturity of the Bridge Notes, was included in the determination of the fair value of the Bridge Notes and changes thereto.
−Removed: These Bridge Notes converted at the closing of the Merger (Note 15) and as of December 31, 2021, the Company did not have any Bridge Notes outstanding.
−Removed: Upon conversion of the Bridge Notes, amounts previously reported in other comprehensive loss to account for changes in the fair value of the Bridge Notes were reclassified and reported in gain on debt extinguishment in the consolidated statements of operations and comprehensive loss.
−Removed: Warrant Liability
−Removed: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity ” (“ASC 480”) and ASC 815, “ Derivatives and Hedging ” (“ASC 815”).
−Removed: The assessment considers whether the warrants are freestanding financial instruments that would require classification as a liability under ASC 480, as well as whether the warrants qualify for equity classification or require liability classification after consideration of the guidance and criteria outlined in ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions that impact classification.
−Removed: This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
−Removed: For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.
−Removed: For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and remeasured at fair value as of each balance sheet date thereafter.
−Removed: The Company accounted for the warrants issued in connection with the Bridge Notes in accordance with the guidance contained in ASC 815-40-15-7D, under which the warrants did not meet the criteria for equity treatment and were recorded as liabilities.
−Removed: Accordingly, the Company classified the warrants as liabilities at their fair value and remeasured the warrants at fair value at each reporting period and at the time of exercise;
−Removed: any change in fair value was recognized in gain (loss) on derivatives in the Company’s consolidated statements of operations and comprehensive loss.
−Removed: At the consummation of the Merger, all of the outstanding Legacy BlackSky class A common stock warrants issued in connection with the Bridge Notes and accounted for as liabilities were automatically net exercised into Legacy BlackSky class A common shares and then exchanged for 3.9 million BlackSky common shares based upon the Class A common stock exchange ratio.
−Removed: As such, these warrants issued in connection with the Bridge Notes are no longer presented in the Company’s consolidated balance sheets as of December 31, 2021.
−Removed: As of December 31, 2021, the Company’s consolidated balance sheets included certain liability classified warrants, reported as derivative liabilities, that were issued at the time of Osprey’s initial public offering (the “IPO”) and remained unexercised subsequent to the Merger.
−Removed: The fair value of the redeemable warrants sold as part of the units issued upon consummation of Osprey’s IPO (the “Public Warrants”), and which the Company has recorded as a long-term liability, was estimated as of the date of the Merger and as of December 31, 2021 using the Public Warrants’ quoted market price.
−Removed: The non-redeemable private placement warrants (“Private Placement Warrants”) were valued using a Black-Scholes option pricing model for initial and subsequent measurements and were also recorded as a long-term liability in the Company's consolidated balance sheets.
−Removed: The liabilities associated with the Public Warrants and the Private Placement Warrants are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in gain (loss) on derivatives in the Company’s consolidated statements of operations and comprehensive loss.
Sponsor Shares
Osprey pre-Merger class B common shares were exchanged for the Company’s class A common shares upon the consummation of the merger (“Sponsor Shares”).
−Removed: A portion of these shares are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company's Class A common stock (“Sponsor Earn-Out Shares”).
−Removed: Variable-settled equity instruments that do not meet all of the criteria for equity classification are required to be recorded at their initial fair value on the date of issuance, and remeasured at fair value as of each balance sheet date thereafter.
The Company accounted for the Sponsor Shares in accordance with the guidance contained in ASC 815-40, under which the Sponsor Shares did not meet the criteria for equity treatment and were recorded as derivative liabilities in the Company’s consolidated balance sheets as of December 31, 2022.
−Removed: The Sponsor Shares are adjusted to fair value at each reporting period and the change in fair value is recognized in gain (loss) on derivatives in the Company’s consolidated statements of operations and comprehensive loss.
−Removed: The estimated fair value of the Sponsor Shares is determined by a Monte Carlo simulation using a distribution of potential outcomes.
+Added: The Sponsor Shares are adjusted to fair value at each reporting period and the change in fair value is recognized in gain on derivatives in the Company’s consolidated statements of operations and comprehensive loss.
Transaction Costs
1 unchanged sentence
As a reverse recapitalization transaction between a private operating company and a public shell company that had cash on its balance sheet and that was accounted for as the issuance of equity by Legacy BlackSky for the cash of the shell company, the transaction costs incurred by Legacy BlackSky were permitted to be charged directly to equity.
−Removed: Upon the closing of the Merger, $ 19.2 million of transaction costs that had been incurred by Legacy BlackSky, inclusive of amounts that previously had been capitalized as other assets prior to the closing of the Merger, were recorded as a reduction to additional paid-in capital in the consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity (deficit) and consolidated balance sheets, and as a reduction to proceeds from the transaction in the consolidated statements of cash flows.
−Removed: The transaction costs of $ 0.3 million related to the Sponsor Earn-Out Shares were expensed.
−Removed: There were no deferred transaction costs capitalized as of December 31, 2021 and 2020.
+Added: Upon the closing of the Merger, $ 19.2 million of transaction costs that had been incurred by Legacy BlackSky, inclusive of amounts that previously had been capitalized as other assets prior to the closing of the Merger, were recorded as a reduction to additional paid-in capital in the consolidated statements of changes in stockholders’ equity (deficit) and consolidated balance sheets, and as a reduction to proceeds from the transaction in the consolidated statements of cash flows.
+Added: The transaction costs of $ 0.3 million related to the Sponsor Shares were expensed.
+Added: Deferred Offering Costs
+Added: Offering costs consist of legal fees, accounting fees, underwriting fees, and other third-party costs that are directly related to the Company’s future equity offering(s) and will be charged to additional paid in capital upon the completion of the applicable future transaction.
+Added: During the year ended December 31, 2022 the Company incurred offering costs of $ 0.5 million, which are included in other assets in the Company's consolidated balance sheets as of December 31, 2022;
+Added: there were no deferred offering costs capitalized as of December 31, 2021.
Accounting Standards Updates (“ASU”)
Accounting Standards Recently Adopted
−Removed: In August 2018, the FASB issued ASU No.
−Removed: 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software:
−Removed: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.
−Removed: ” The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.
−Removed: The update requires an entity to determine which implementation costs to capitalize as an asset related to the service contract and subsequently expense over the term of the hosting arrangement, versus which costs to expense as activities are performed.
−Removed: In addition, the update provides specific guidance regarding the income statement, cash flow statement, and balance sheet presentation of amounts recognized for, payments of, and prepayments attributable to capitalized implementation costs, respectively.
−Removed: This ASU can be applied on a prospective or retrospective basis.
−Removed: The guidance is effective for all public business entities for fiscal years beginning after December 15, 2019, including interim periods therein.
−Removed: For all other entities, the guidance is effective for fiscal years beginning after December 15, 2020, and for interim periods beginning after December 15, 2021.
−Removed: The update also permits early adoption, including adoption in any interim period.
−Removed: The Company adopted the guidance on January 1, 2021.
−Removed: Adoption of the standard did not have a material impact to the consolidated financial statements.
+Added: Effective January 1, 2022, the Company adopted ASC 842.
+Added: The amendments in this update required the recognition of lease assets and lease liabilities on the balance sheet, as well as certain qualitative disclosures regarding leasing arrangements.
+Added: The Company adopted ASC 842 using the modified retrospective method, with the cumulative effect of initially applying these updates recognized at the date of initial application.
+Added: The adoption of this standard is reflected in the amounts and disclosures set forth in this Form 10-K.
+Added: Upon adoption, the Company recognized operating lease ROU assets of $ 3.6 million, current operating lease liabilities of $ 530 thousand and long-term operating lease liabilities of $ 3.1 million, respectively in its consolidated balance sheets.
+Added: There were no material impacts to the consolidated statements of operations and comprehensive loss or consolidated statements of cash flows.
+Added: Effective January 1, 2022, the Company adopted ASU No.
+Added: 2019-12, Income Taxes (Topic 740):
+Added: “ Simplifying the Accounting for Income Taxes ”.
+Added: The amendments in this update are intended to simplify various aspects related to accounting for income taxes.
+Added: This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.
+Added: This ASU was applied on a prospective basis.
+Added: There were no material impacts to the consolidated financial statements upon adoption.
Accounting Standards Recently Issued But Not Yet Adopted
−Removed: In February 2016, the FASB issued ASU 2016-02 “ Leases ” .
−Removed: The amendments in this update require the recognition of lease assets and lease liabilities on the balance sheet, as well as certain qualitative disclosures regarding leasing arrangements.
−Removed: The guidance requires the use of the modified retrospective method, with the
−Removed: cumulative effect of initially applying these updates recognized at the date of initial application.
−Removed: The guidance was effective for public business entities for annual periods, including interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.
−Removed: For all other entities, the guidance is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022, with early adoption permitted.
−Removed: As of December 31, 2021, the Company holds emerging growth company status, as such it is permitted to present the impact of the new guidance in its annual statement as of December 31, 2022 and interim statements thereafter.
−Removed: The Company is currently in the process of evaluating the adoption impact but expects the adoption of the standard to have a material impact to the consolidated balance sheets, since the Company will be required to report operating leases in the consolidated balance sheets for the first time.
−Removed: The Company is in the early stages of its adoption efforts and cannot yet reasonably estimate the impact to the consolidated financial statements.
In June 2016, the FASB issued ASU No.
6 unchanged sentences
For all other entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods therein.
−Removed: The Company is currently in the planning stage and will adopt the guidance on January 1, 2023.
−Removed: The Company has not yet determined the potential impact, if any, that this guidance will have on its consolidated financial statements.
−Removed: In December 2019, the FASB issued ASU No.
−Removed: 2019-12, Income Taxes (Topic 740):
−Removed: “ Simplifying the Accounting for Income Taxes ”.
−Removed: The amendments in this update are intended to simplify various aspects related to accounting for income taxes.
−Removed: This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.
−Removed: This ASU can be applied on a retrospective, modified retrospective or prospective basis.
−Removed: The guidance is effective for all public business entities for fiscal years beginning after December 15, 2020, including interim periods therein.
−Removed: For all other entities, the guidance is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022.
−Removed: Early adoption is also permitted.
−Removed: As of December 31, 2021, the Company holds emerging growth company status, as such it is permitted to present the impact of the new guidance in its annual statement as of December 31, 2022 and interim statements thereafter.
−Removed: The Company is currently in the process of evaluating the adoption impact and has not yet determined the potential impact, if any, that this guidance will have on its consolidated financial statements.
−Removed: In August 2020, the FASB issued ASU No.
−Removed: 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity ”.
−Removed: The amendments in this update address issues identified as a result of the complexity associated with applying GAAP to certain financial instruments with characteristics of liabilities and equity.
−Removed: This ASU can be applied on a prospective basis.
−Removed: The guidance is effective for public business entities that are not smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods therein, with early adoption permitted.
−Removed: For all other entities, the guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted.
−Removed: The Company is currently in the planning stage and expects to adopt the guidance on January 1, 2024.
−Removed: The Company has not yet determined the potential impact, if any, that adoption will have on its consolidated financial statements.
−Removed: In May 2021, the FASB issued ASU 2021-04, “ Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) ” , which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified upon modification or exchange.
−Removed: This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
−Removed: An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the
−Removed: effective date of the amendments.
−Removed: Early adoption is permitted for all entities, including adoption in an interim period.
−Removed: The Company adopted this guidance as of January 1, 2022 and this guidance is not expected to impact the Company unless it modifies or exchanges freestanding financial instruments within the scope of the guidance subsequent to adoption.
+Added: The Company will adopt this guidance as of January 1, 2023 and we do not expect this guidance will materially impact the Company.
Reverse Recapitalization
11 unchanged sentences
• 21.4 million shares of Osprey class A common stock were redeemed by Osprey pre-Merger public shareholders.
−Removed: The price paid in excess of the pro-rata portion of additional paid-in capital was recorded in accumulated deficit in the consolidated balance sheets and consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity (deficit) as of and for the year ended December 31, 2021.
+Added: The price paid in excess of the pro-rata portion of additional paid-in capital was recorded
+Added: in accumulated deficit in the consolidated balance sheets and consolidated statements of changes in stockholders’ equity (deficit) as of and for the year ended December 31, 2021.
• 7.9 million shares of Osprey class B common stock that were outstanding immediately prior to the Merger were converted to 7.9 million shares of Osprey class A common stock, inclusive of 2.4 million shares that are subject to (1) up to a seven year lockup period, with release terms that are based upon the performance of the Company’s common stock or a change in control event and (2) potential forfeiture.
19 unchanged sentences
Disaggregation of Revenue
−Removed: The Company earns revenue through the sale of imagery and software analytical services and engineering and systems integration.
+Added: The Company earns revenue through the sale of imagery and software analytical services and professional and engineering services.
The Company’s management primarily disaggregates revenue as follows:
(ii) data, software and analytics;
−Removed: and (iii) engineering and integration.
−Removed: This disaggregation allows the Company to evaluate market trends in certain imagery and software analytical services and engineering and systems integration services.
−Removed: These offerings currently have both recurring and non-recurring price attributes, particularly the engineering and systems integration offerings.
−Removed: The following table disaggregates revenue by type of imagery and software analytical services and engineering and integration for the years ended December 31, 2021 and 2020:
+Added: and (iii) professional and engineering services.
+Added: This disaggregation allows the Company to evaluate market trends in certain imagery and software analytical services and professional and engineering services.
+Added: These offerings currently have both recurring and non-recurring price attributes, particularly the professional and engineering services offerings.
+Added: The following table disaggregates revenue by type for the years ended December 31, 2022 and 2021:
Years Ended December 31,
2 unchanged sentences
Data, software and analytics 13,173 6,717
−Removed: Engineering & integration 9,039 2,398
+Added: Engineering services 9,372 9,039
+Added: Professional services 8,563 9,681
Total revenue $ 65,350 $ 34,085
2 unchanged sentences
(in thousands)
−Removed: US $ 29,557 $ 17,239
+Added: North America $ 54,052 $ 29,557
Middle East 3,459 2,661
Asia 6,246 1,300
+Added: Other 1,593 567
Total revenue $ 65,350 $ 34,085
3 unchanged sentences
federal government and agencies $ 53,186 $ 29,382
+Added: International governments 11,375 4,102
Commercial and other 789 601
4 unchanged sentences
federal government and agencies $ 2,540 $ 2,576
+Added: International government 261 76
Commercial and other 311 16
1 unchanged sentence
Total accounts receivable $ 3,112 $ 2,629
−Removed: Remaining Performance Obligations
−Removed: As of December 31, 2021, the Company had $ 31.9 million of remaining performance obligations, which represents the transaction price of executed contracts less inception to date revenue recognized.
−Removed: Remaining performance obligations exclude unexercised contract options.
−Removed: The Company expects to recognize revenue relating to remaining funded contractual performance obligations, of which a portion is recorded in deferred revenue in the consolidated balance sheets, of $ 29.5 million, $ 2.3 million, and $ 136 thousand in fiscal years 2022, 2023, and thereafter, respectively.
+Added: Backlog represents the future sales we expect to recognize on firm orders received by the Company and is equivalent to the Company’s remaining performance obligations at the end of each period.
+Added: It comprises both
+Added: funded backlog (firm orders for which funding is authorized and appropriated) and unfunded backlog.
+Added: The Company's backlog excludes unexercised contract options.
+Added: As of December 31, 2022, the Company had $ 259.4 million of backlog, which represents the transaction price of executed contracts less inception to date revenue recognized.
+Added: The Company expects to recognize revenue relating to our backlog, of which a portion is recorded in deferred revenue in the consolidated balance sheets, of $ 63.0 million, $ 28.5 million, and $ 167.9 million in the fiscal year 2023, 2024, and thereafter, respectively.
Contract Assets and Liabilities
6 unchanged sentences
Total contract assets - current $ 5,706 $ 1,678
+Added: Contract assets - long-term
+Added: Unbilled revenue - long-term $ 1,287 $ —
+Added: Contract assets - long-term 681 —
+Added: Total contract assets - long-term (1)
Contract liabilities - current
Deferred revenue - short-term $ 6,783 $ 11,082
−Removed: Other contract liabilities 184 507
+Added: Other contract liabilities - short-term — 184
Total contract liabilities - current $ 6,783 $ 11,266
−Removed: Contract liabilities - long-term $ — $ —
Deferred revenue - long-term — 568
+Added: Other contract liabilities - long-term 109 —
Total contract liabilities - long-term $ 109 $ 568
+Added: (1) Total contract assets - long term is included in other assets in the consolidated balance sheets.
Deferred revenue and other contract liabilities are reported as contract liabilities in the accompanying consolidated balance sheets.
3 unchanged sentences
Other contract assets and other contract liabilities primarily relate to contract commissions on customer contracts.
−Removed: Changes in short-term and long-term contract assets and contract liabilities reported as of January 1, 2021 were as follows:
+Added: Changes in short-term and long-term contract assets and contract liabilities for the year ended December 31, 2022 were as follows:
Contract Assets Contract Liabilities
2 unchanged sentences
Billings or revenue recognized that was included in the beginning balance ( 788 ) ( 10,576 )
−Removed: Cash received in advance and not recognized as revenue — 3,060
−Removed: Changes in contract assets, net of reclassification to receivables 780 —
+Added: Changes in contract assets or contract liabilities, net of reclassification to receivables 6,992 2,317
Cumulative catch-up adjustment arising from changes in estimates to complete — 2,778
6 unchanged sentences
The Company did not make any additional capital investments in LeoStella during the years ended December 31, 2022 or 2021;
−Removed: the Company received a distribution of $ 0.3 million during 2021.
−Removed: During the years ended December 31, 2021 and 2020, respectively, the Company remitted $ 19.3 million and $ 8.2 million of payments to LeoStella for satellite manufacturing and satellite software development.
+Added: the Company received distributions of $ 0.8 million and $ 0.3 million during the years ended December 31, 2022 and 2021, respectively.
+Added: During the years ended December 31, 2022 and 2021, the Company remitted $ 28.0 million and $ 19.3 million, respectively, of payments to LeoStella for satellite manufacturing and satellite software development.
+Added: LeoStella's revenue from related parties was $ 26.1 million and $ 46.2 million for the years ended December 31, 2022 and 2021, respectively.
+Added: The Company had differences between the carrying value of its equity method investments and the underlying equity in the net assets of the investees of $ 2.6 million and $ 2.9 million as of December 31, 2022 and 2021, respectively.
+Added: The difference is the result of the elimination of upstream intra-entity profits from the sale of satellites.
In 2017, the Company entered into a stock subscription and technology transfer agreement with X-Bow, whereby the Company assigned and transferred certain intellectual property rights owned by the Company to X-Bow in exchange for 13.5 million shares of X-Bow, a strategic investment in a space technology company specializing in additive manufacturing of solid rocket motors.
−Removed: As of December 31, 2021, the Company's interest in X-Bow was 17.5 % .
−Removed: The following tables present summarized financial information for the Company’s equity method investments as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020.
+Added: As of December 31, 2022, the Company's interest in X-Bow was less than 20 %.
+Added: The following tables present summarized financial information for the Company’s equity method investments as of December 31, 2022 and December 31, 2021 and for the years ended December 31, 2022 and 2021.
December 31, December 31,
5 unchanged sentences
Current liabilities $ 35,695 $ 39,612
−Removed: Non-current liabilities 706 6,589
+Added: Noncurrent liabilities 2,642 706
Total liabilities $ 38,337 $ 40,318
3 unchanged sentences
Revenue $ 41,668 $ 61,802
−Removed: Gross margin $ 12,410 $ 2,636
−Removed: Net income (loss) $ 6,540 $ ( 1,873 )
−Removed: Current assets of the Company’s equity method investees primarily consisted of inventories of $ 17.0 million and $ 47.3 million as of December 31, 2021 and 2020, respectively.
−Removed: Total liabilities of the Company’s equity method investees primarily consisted of customer advances from related parties of $ 35.2 million and $ 51.4 million as of December 31, 2021 and 2020, respectively.
−Removed: The revenue related to equity method investments attributable to related parties was $ 55.5 million and $ 14.9 million for the years ended December 31, 2021 and 2020, respectively.
−Removed: The Company has differences between the carrying value of its equity method investments and the underlying equity in the net assets of the investees of $ 2.9 million as of December 31, 2021 and $ 0.5 million as of December 31, 2020.
−Removed: The difference is the result of the elimination of upstream intra-entity profits from the sale of satellites.
+Added: Net (loss) income ( 6,000 ) 6,540
+Added: Current assets of the Company’s equity method investees primarily consisted of cash of $ 30.5 million and $ 25.8 million as of December 31, 2022 and 2021, respectively.
+Added: Total liabilities of the Company’s equity method investees primarily consisted of customer advances of $ 29.2 million and $ 35.2 million as of December 31, 2022 and 2021, respectively.
Discontinued Operations
−Removed: On June 12, 2020, the Company completed the sale of 100 % of its equity interests in Spaceflight to M&Y Space for a final purchase price of $ 31.6 million.
−Removed: In connection with the sale, a bridge loan of $ 26.0 million, plus unpaid, accrued interest of $ 0.2 million, was extinguished and deducted from the net proceeds.
−Removed: Accrued interest of $ 0.5 million was also forgiven in accordance with the terms of the bridge loan.
−Removed: Under a transition services agreement, the Company provides, post-closing transition services to Spaceflight, including, but not limited to, the sublease of the Company’s office facility in Seattle, Washington and common area maintenance fees related to the sublease.
−Removed: Settlement Arrangement for the Sale of the Spaceflight
−Removed: On March 30, 2021, the Company settled certain disputes with respect to the purchase price in the total amount of $ 6.8 million, which was accrued as a liability as of December 31, 2020 (Note 12).
+Added: On June 12, 2020, the Company completed the sale of 100 % of its equity interests in Spaceflight to M&Y Space.
+Added: Under a transition services agreement that ended in March 2022, the Company provided post-closing transition services to Spaceflight, including, but not limited to, the sublease of the Company’s office facility in Seattle, Washington and common area maintenance fees related to the sublease.
+Added: Settlement Arrangement for the Sale of Spaceflight
+Added: On March 30, 2021, the Company settled certain disputes with respect to the purchase price in the total amount of $ 6.8 million, which was accrued as a liability as of December 31, 2020.
The Company paid the settlement amount in two tranches—(i) $ 2.0 million on April 1, 2021 and (ii) the remaining $ 4.8 million was triggered at the closing of the Merger.
−Removed: In April 2021, the Company also terminated a launch arrangement with Spaceflight and, as agreed upon by the parties, offset the amount due to M&Y Space with a contractual refund of $ 3.9 million of which the net amount of $ 819 thousand was settled for cash in the year ended December 31, 2021.
−Removed: As a result, the Company recorded a reduction to the accrued liability and a reduction to satellite procurement in the consolidated balance sheets.
−Removed: The following summarizes the components of the (loss) gain from discontinued operations, net of income taxes, that the Company has reported in the consolidated statements of operations and comprehensive loss.
−Removed: The Company recognized an unfavorable working capital adjustment of $ 1.7 millions primarily related to a potential shortfall in accounts receivable in the closing balance sheet delivered to M&Y Space.
+Added: In April 2021, the Company also terminated a launch arrangement with Spaceflight and, as agreed upon by the parties, offset the amount due to M&Y Space with a contractual refund of $ 3.9 million, of which the net amount of $ 819 thousand was settled for cash in September 2021.
+Added: As a result, the Company recorded a reduction to the accrued liability and a reduction to satellite procurement in the consolidated balance sheet as of December 31, 2021.
+Added: On February 9, 2022, the Company received an indemnification claim notice regarding certain collection and tax payments related to the Share Purchase Agreement dated as of January 31, 2020 among BlackSky Holdings, Inc., Spaceflight, and M&Y Space.
+Added: On October 21, 2022, the parties agreed to the framework for a global settlement of such indemnification claims, to include a settlement payment by the Company of $ 1.0 million and a holdback amount of $ 0.1 million subject to M&Y Space Co.’s ability to collect against certain receivables.
+Added: As a result, we reduced our existing contingent liability by $ 0.7 million, which was recorded as a gain from discontinued operations in the year ended December 31, 2022.
+Added: The following summarizes the components of the gain (loss) from discontinued operations, net of income taxes, that the Company has reported in the consolidated statements of operations and comprehensive loss.
+Added: The Company recognized an unfavorable working capital adjustment of $ 1.7 million during the year ended December 31, 2021 primarily related to a potential shortfall in accounts receivable in the closing balance sheet delivered to M&Y Space.
Years Ended December 31,
(in thousands)
−Removed: Major classes of line items constituting gain from discontinued operations:
+Added: Major classes of line items constituting loss from discontinued operations:
Revenue - launch services $ — $ —
−Removed: Total operating cost and expenses — 29,393
+Added: Total operating costs and expenses — —
Operating loss — —
Loss from discontinued operations, before income taxes — —
−Removed: (Loss) gain on disposal of discontinued operations ( 1,650 ) 30,672
−Removed: Total (loss) gain from discontinued operations, net of income taxes ( 1,650 ) 28,185
+Added: Gain (loss) on disposal of discontinued operations 707 ( 1,650 )
+Added: Total gain (loss) from discontinued operations, net of income taxes 707 ( 1,650 )
Property and Equipment - net
3 unchanged sentences
Satellites $ 116,219 $ 93,709
−Removed: Computer equipment and software 1,372 1,315
+Added: Software 8,503 —
+Added: Software development in process 2,942 —
+Added: Computer equipment 1,996 1,372
Office furniture and fixtures 674 744
1 unchanged sentence
Site equipment 2,558 1,504
−Removed: Ground station equipment 111 1,415
Total 133,523 98,011
1 unchanged sentence
Property and equipment — net $ 71,584 $ 70,551
+Added: Depreciation of property and equipment from continuing operations was $ 35.1 million and $ 12.9 million for the years ended December 31, 2022 and 2021, respectively.
+Added: The Company disposed of property and equipment, which consisted of site equipment, furniture and ground station equipment of $ 0.6 million and $ 2.9 million, during the years ended December 31, 2022 and 2021, respectively, for a loss of $ 0 and $ 24 thousand for the years ended December 31, 2022 and 2021, respectively.
On May 15, 2021, a rocket carrying two of the Company's satellites suffered a failure during flight, resulting in the loss of both satellites.
1 unchanged sentence
The $ 18.4 million includes satellite procurement, launch, shipping, launch support and other associated costs.
−Removed: Of this amount, $ 8.4 million was included in satellite procurement work in progress in the consolidated balance sheets as of December 31, 2020.
There was no impairment for the year ended December 31, 2022.
−Removed: Depreciation of property and equipment from continuing operations during the years ended December 31, 2021 and 2020 was $ 12.9 million and $ 8.5 million, respectively.
−Removed: During the year ended December 31, 2021, the Company disposed of $ 2.9 million of property and equipment, which consisted of site equipment, furniture and ground station equipment, for a loss of $ 24 thousand.
Goodwill and Intangible Assets
2 unchanged sentences
As of December 31, 2022, the Company believes that the estimated fair values of the BlackSky reporting unit is still in excess of its respective carrying value and therefore is not at-risk of being impaired.
−Removed: To the extent this reporting unit realizes actual operating results in the future below forecasted results, or realize decreases in forecasted results as compared to previous forecasts or, in the event the estimated fair value of the reporting unit decreases (as a result, among other things, of changes in market capitalization, including further declines in the stock price), the Company may incur goodwill impairment charges in the future.
+Added: To the extent this reporting unit realizes actual operating results in the future below forecasted results, or realizes decreases in forecasted results as compared to previous forecasts or, in the event the estimated fair value of the reporting unit decreases (as a result, among other things, of changes in market capitalization, including further declines in the stock price), the Company may incur goodwill impairment charges in the future.
Goodwill was as follows:
5 unchanged sentences
Intangible Assets
−Removed: Intangible assets consisted of the following:
−Removed: Gross Carrying Amount Accumulated Amortization Net Carrying Amount
+Added: The components of intangible assets were as follows:
+Added: December 31, 2022 December 31, 2021
(in thousands)
−Removed: December 31, 2021
−Removed: Customer relationships $ 6,530 $ ( 4,050 ) $ 2,480
−Removed: Distribution agreements 326 ( 326 ) —
−Removed: Technology and domain name 4,054 ( 4,054 ) —
−Removed: Total intangible assets at December 31, 2021 $ 10,910 $ ( 8,430 ) $ 2,480
−Removed: December 31, 2020
−Removed: Customer relationships $ 6,530 $ ( 3,489 ) $ 3,041
−Removed: Distribution agreements 326 ( 326 ) —
−Removed: Technology and domain name 4,047 ( 3,257 ) 790
−Removed: Total intangible assets at December 31, 2020 $ 10,903 $ ( 7,072 ) $ 3,831
−Removed: For each of the years ended December 31, 2021 and 2020, amortization expense related to intangible assets was $ 1.4 million.
+Added: Gross carrying amount $ 6,530 $ 6,530
+Added: Accumulated amortization ( 4,612 ) ( 4,050 )
+Added: Net carrying amount (1)
+Added: $ 1,918 $ 2,480
+Added: (1) For the years ended December 31, 2022 and 2021, the net carrying amount of intangible assets was made up entirely of customer relationships.
+Added: For the years ended December 31, 2022 and 2021, amortization expense related to intangible assets was $ 0.6 million and $ 1.4 million, respectively.
These amounts were included in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss.
2 unchanged sentences
(in thousands)
+Added: Total $ 1,918
Accounts Payable and Accrued Liabilities
11 unchanged sentences
(in thousands)
−Removed: Warrant liability $ — $ 558
Other current liabilities $ 256 $ 324
+Added: Accrued interest 1,176 —
Current portion of capital lease — 49
+Added: Operating lease right-of-use liabilities 530 —
Contingent liability 86 761
1 unchanged sentence
Total other current liabilities $ 2,048 $ 2,819
−Removed: The contingent liability represents a liability for estimated indirect taxes, previously classified as long-term.
−Removed: Refer to Note 24 for more information.
−Removed: The working capital liability as of December 31, 2020 was reduced by payments of $ 2.8 million and a contractual refund of $ 3.9 million for a terminated launch services agreement for which a right of setoff exists and increased by a working capital adjustment related to a potential shortfall in accounts receivable in the Spaceflight closing balance sheet of $ 1.0 million.
−Removed: Refer to Note 8 for more information.
Employee Benefit Plan
13 unchanged sentences
The Company’s operations are domestically located and therefore, the Company is not subject to tax in foreign jurisdictions.
−Removed: The provision (benefit) for income taxes differed from the amount computed by applying the federal statutory income tax rate of 21% to loss before income taxes due to the following items for the years ended December 31, 2021 and 2020:
+Added: Income tax (benefit) expense differed from the amount computed by applying the federal statutory income tax rate of 21% to loss before income taxes due to the following items for the years ended December 31, 2022 and 2021:
Years Ended December 31,
4 unchanged sentences
Valuation allowance 18,834 25,631
+Added: Shortfall of stock compensation deduction 3,190 —
Non-deductible interest — 21,715
2 unchanged sentences
Other 501 ( 241 )
−Removed: Income tax (benefit) expense $ — $ —
−Removed: The income tax expense as of December 31, 2021 and 2020 was $ 0.0 million .
+Added: Income tax (expense) benefit $ — $ —
+Added: The income tax (expense) benefit as of December 31, 2022 and 2021 was $ 0 .
The tax benefits associated with losses generated by the consolidated group have been reduced by a full valuation allowance as the Company does not believe it is more-likely-than-not that the losses will be utilized.
−Removed: Other major drivers include non-deductible interest and an uncertain tax position related to the valuation of guaranteed incentives shares issued for SVB guarantors.
Deferred tax assets and liabilities as of December 31, 2022 and 2021, consisted of the following:
6 unchanged sentences
Capital loss carryforward 3,919 3,689
+Added: Section 174 - research expenditures 6,238 —
Other deferred tax assets 6,385 3,631
9 unchanged sentences
Below is a summary of the Company's estimated loss and tax credit carryforwards.
−Removed: The Company’s tax attributes are subject to limitations on utilization due to historic ownership changes and may be subject to future limitations upon subsequent change of control, as defined by the Internal Revenue Code Sections 382 and 383.
+Added: In the year ended December 31, 2022, the Company performed a historic ownership change analysis and concluded that $ 1.5 million of federal net operating loss carryforward pre-tax attributes were subject to limitations, as defined by the Internal Revenue Code Sections 382 and 383.
Tax Effected Expiration
16 unchanged sentences
Unrecognized tax benefits - January 1 $ 8,443 $ —
−Removed: Gross decrease - tax positions in current period — ( 4,840 )
Gross increase - tax positions in current period — 8,443
+Added: Gross increase - tax positions in prior period 563 —
Unrecognized tax benefits - December 31 $ 9,006 $ 8,443
−Removed: The increase in unrecognized tax benefits in the year ended December 31, 2021 is due to the valuation of guaranteed incentives shares issued for SVB guarantors.
+Added: The majority of the unrecognized tax benefits as of the year ended December 31, 2022 is from the valuation of guaranteed incentives shares issued for SVB guarantors.
The balance of unrecognized tax benefits as of December 31, 2022 and 2021, if recognized, would not affect our effective tax rate and would result in adjustments to other tax accounts, primarily deferred tax assets and the net operating loss carry forward.
8 unchanged sentences
Outstanding balance $ 76,219 $ 71,408
+Added: The outstanding debt was solely comprised of loans from related parties with effective interest rates of 7.41 % to 8.00 % and a maturity date of October 31, 2024.
Under the Company’s loan agreements, minimum required maturities are as follows:
1 unchanged sentence
Total outstanding $ 77,132
−Removed: The ending balance of the Company’s outstanding debt as of December 31, 2021 and 2020, consisted of the following:
−Removed: December 31, December 31,
−Removed: Name of Loan Effective Interest Rate 2021 2020
−Removed: (in thousands)
−Removed: Loans from related parties 7.41 % - 8.00 %
−Removed: $ 74,126 $ 83,737
−Removed: Small Business Administration Loan (Paycheck Protection Program) 1.86 % — 3,600
−Removed: Line of credit 3.65 % — 16,098
−Removed: Total $ 74,126 $ 103,435
Bridge Notes and Related Transactions
4 unchanged sentences
All investors participating in the initial tranche also received incentive equity equal to seven shares of class A common stock of Legacy BlackSky for each dollar invested.
−Removed: Certain investors participating in the initial tranche additionally received warrants exercisable for shares of Legacy BlackSky class A common stock in amounts ranging from 0.14 % of Legacy BlackSky’s fully-diluted share capital for each dollar invested divided by $ 1.0 million to 3.5 % of Legacy BlackSky’s fully-diluted share capital (Note 16).
+Added: Certain investors participating in the initial tranche additionally received warrants exercisable for shares of Legacy BlackSky class A common stock in amounts ranging from 0.14 % of Legacy BlackSky’s
+Added: fully-diluted share capital for each dollar invested divided by $ 1.0 million to 3.5 % of Legacy BlackSky’s fully-diluted share capital (Note 16).
On February 18, 2021, the Company completed the closing of a second tranche of the Bridge Notes, raising an aggregate principal amount of $ 40.0 million from an existing stockholder and from new investors.
6 unchanged sentences
The Company made an irrevocable election to carry the Bridge Notes at fair value.
−Removed: In connection with the Merger, all of the Company’s issued and outstanding Bridge Notes were converted into Legacy BlackSky class A common stock at a conversion price of 80 % of the deemed value of a single Legacy BlackSky class A common share and, immediately thereafter, those Legacy BlackSky class A common shares were exchanged for Osprey class A common shares based the class A common stock exchange ratio.
−Removed: As of December 31, 2021, the Company had no convertible Bridge Notes outstanding.
+Added: In connection with the Merger, all of the Company’s issued and outstanding Bridge Notes were converted into Legacy BlackSky class A common stock at a conversion price of 80 % of the deemed value of a single Legacy BlackSky class A common share and, immediately thereafter, those Legacy BlackSky class A common shares were exchanged for Osprey class A common shares based on the class A common stock exchange ratio.
+Added: As of December 31, 2022 and 2021, the Company had no convertible Bridge Notes outstanding.
In connection with the 2021 Omnibus Amendment, the investors guaranteeing the Silicon Valley Bank (“SVB”) line of credit further reaffirmed their guarantees and received a one-time issuance of seven shares of Legacy BlackSky class A common stock for every dollar guaranteed.
1 unchanged sentence
The Consent Fees were payable in either cash or shares of Legacy BlackSky’s class A common stock at the choice of the lender.
−Removed: The Consent Fees were considered variable share-settled liabilities and were recorded at fair value (Note 23).
+Added: The Consent Fees were considered variable share-settled liabilities and were recorded at fair value.
All of the Consent Fees were settled for cash at the closing of the Merger.
9 unchanged sentences
In connection with the Merger, all issued and outstanding Legacy BlackSky Bridge Notes and Class A common stock warrants granted in accordance with the Bridge Notes were automatically exercised into Legacy BlackSky class A common stock and those shares were exchanged for the Company's common shares at the exchange rate applicable to the Company’s common stock.
−Removed: In connection with the Merger, the Company repaid $ 21.4 million in outstanding loans due to the settlement of the SVB line of credit of $ 16.1 million, the small business administration paycheck protection program loan of $ 3.5 million and $ 1.8 million in required payments on certain related party loans, inclusive of accrued interest.
−Removed: As a result of these repayments, the Company recorded a loss on debt extinguishment of $ 12 thousand.
Loans from Related Parties
After the Merger, the Company’s primary debt (and its sole secured debt) consists of its amended and restated loan and security agreement dated October 31, 2019, as amended or modified from time to time, with Intelsat Jackson Holdings SA (“Intelsat”) and Seahawk SPV Investment LLC (“Seahawk”).
−Removed: Interest accrues on the amounts outstanding under this facility at a fixed rate of 4 % until October 31, 2022, 9 % from November 1, 2022 to October 31, 2023, and 10 % from November 1, 2023 to the maturity date of October 31, 2024.
−Removed: During the 4 % interest period, the amount of accrued interest is added, on a pro-rata basis, to the outstanding principal amount of each lender’s advances on October 31, 2020, October 31, 2021, and October 31, 2022.
−Removed: Thereafter, interest is payable in cash semi-annually in arrears commencing on May 1, 2023.
+Added: Interest accrues on the amounts outstanding under this facility at a fixed rate of 9 % until October 31, 2023 and 10 % from November 1, 2023 to the maturity date of October 31, 2024.
+Added: Interest is payable in cash semi-annually in arrears commencing on May 1, 2023.
This facility is secured by substantially all of the Company’s assets, is guaranteed by the Company’s subsidiaries, and contains customary covenants and events of default.
There are no covenants tied to financial metrics.
−Removed: Subsequent to the Merger, the Company also had remaining debt in the form of unsecured notes owed to Legacy BlackSky”s founders (“Founders”) for $ 10.0 million, which accrued interest at 6 % per annum, were non-convertible and matured upon a change of control or event of default.
−Removed: In the year ended December 31, 2021, the Company executed a settlement agreement with the Founders and fully extinguished the $ 10.0 million of outstanding debt, along with accrued interest of $ 2.2 million, in exchange for issuing 958,082 shares of Class A common stock.
−Removed: As a result, the Company recorded a gain on debt extinguishment of $ 4.1 million.
Fair Value of Debt
−Removed: The estimated fair value of all of the Company’s outstanding long-term debt, excluding the SVB line of credit that was outstanding as of December 31, 2020, was $ 76.1 million and $ 79.7 million as of December 31, 2021, and December 31, 2020, respectively, which is different than the historical costs of such long-term debt as reflected in the Company’s consolidated balance sheets.
−Removed: As of December 31, 2020, the carrying value of the SVB line of credit of $ 16.1 million approximated its fair value.
−Removed: The fair value of the long-term debt was
−Removed: estimated using Level 3 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements and credit rating.
+Added: The estimated fair value of all of the Company’s outstanding long-term debt was $ 73.2 million and $ 76.1 million as of December 31, 2022 and December 31, 2021, respectively, which is different than the historical costs of such long-term debt as reflected in the Company’s consolidated balance sheets.
+Added: The fair value of the long-term debt was estimated using Level 3 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements and credit rating.
Compliance with Debt Covenants
1 unchanged sentence
There are no covenants tied to financial metrics and the Company was in compliance with all non-financial covenants as of December 31, 2022.
−Removed: Legacy BlackSky Class A Common Stock Warrant Liabilities
−Removed: As part of the Bridge Notes discussed in Note 15, the Company issued warrants to purchase Legacy BlackSky class A common stock which had an exercise price of $ 0.11 (after adjustment for the common stock exchange ratio) and a contractual life of ten years .
−Removed: The number of shares of Legacy BlackSky class A common stock for which the warrants were exercisable was not fixed and adjusted based on the fully diluted capitalization of the Company, as defined in the warrant agreements, at the time of exercise.
−Removed: The Company analyzed the provisions of the respective warrant agreements, which requires a multi-step approach to evaluate whether an equity-linked financial instrument has features that require treatment as a derivative liability.
−Removed: Based upon the fact that the number of shares of class A common stock that the warrants were exercisable for was not fixed and was subject to changes based on the Company’s capital structure, the warrants were not considered to be indexed to Legacy BlackSky’s stock.
−Removed: Therefore, the warrants met the criteria for derivative liability treatment and, as such, were initially recorded as other current liabilities in the consolidated balance sheets.
−Removed: In connection with the Merger, all outstanding warrants granted with the Bridge Notes were automatically exercised into Legacy BlackSky class A common stock and those shares were exchanged for Osprey class A common stock.
−Removed: Therefore, the derivative liability for these financial instruments was zero as of December 31, 2021.
−Removed: Public Warrants and Private Placement Warrant Liabilities
−Removed: The Public Warrants and Private Placement Warrants issued by Osprey are governed by the terms of the warrant agreement, dated October 31, 2019 (the “Warrant Agreement”) and the Sponsor Support Agreement entered into on February 17, 2021.
−Removed: In connection with Osprey’s IPO, Osprey issued 15,812,500 Public Warrants, each providing a right to purchase one share of common stock at an exercise price of $ 11.50 per share.
−Removed: The Public Warrants were not exercisable until October 9, 2021.
−Removed: Simultaneously, with the consummation of the Osprey IPO, Osprey issued 8,325,000 Private Placement Warrants to Osprey’s sponsor, of which 4,162,500 are exercisable beginning on October 9, 2021, at a price of $ 11.50 per share, and 4,162,500 became exercisable when the Company’s common stock reaches a trading price of $ 20.00 per share.
−Removed: In addition to the exercise prices, once the Public Warrants become exercisable, the Company may call the warrants for redemption:
−Removed: • at a price of $ 0.01 per whole warrant;
−Removed: • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalization and the like) 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.
−Removed: The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants:
−Removed: (i) may be exercised for cash or on a cashless basis, (ii) may not be transferred, assigned or sold until thirty days after the closing date of the Merger and (iii) shall not be redeemable by the Company.
−Removed: If the Company calls the Public Warrants for redemption, the board of directors will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement.
−Removed: The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of stock splits, stock dividends, recapitalization, reorganization, merger or consolidation.
−Removed: In addition, the Company had the right to issue additional common shares or securities convertible into or exercisable/exchangeable for shares of common stock in connection with the closing of the Merger at an issue or effective price of less than $ 9.20 .
−Removed: In connection with the Merger, the Company did not exercise this option.
−Removed: As of December 31, 2021, all of the Public Warrants and 4,162,500 of the Private Placement Warrants, that have an exercise price of $ 11.50 , are exercisable.
−Removed: Subsequent Accounting for Warrant Liabilities
−Removed: Derivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration and are included in derivative liabilities on the consolidated balance sheets.
+Added: Equity Warrants Classified as Derivative Liabilities
+Added: Equity warrants that are classified as d erivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration and are included in derivative liabilities in the Company's consolidated balance sheets.
Any change in fair value between the respective reporting dates is recognized as an unrealized gain or loss in the accompanying consolidated statements of operations and comprehensive loss (Note 23).
+Added: In the year ended December 31, 2022, the Company's derivative liabilities were made up of only the equity warrants and the Sponsor Shares.
+Added: In the year ended December 31, 2021, the Company's derivative liabilities included warrants, Consent Fees from the Bridge Notes (see Note 15), and Legacy BlackSky preferred stock warrants.
The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants at December 31, 2022:
−Removed: Number of Shares
−Removed: (in thousands) Exercise Price Redemption Price Expiration Date Classification Gain (loss) in value from September 9, 2021 (close of the Merger) to December 31, 2021
−Removed: (in thousands) Fair Value at December 31, 2021
−Removed: (in thousands)
+Added: Number of Shares Exercise Price Redemption Price Expiration Date Classification Gain in value for the year ended December 31, 2022 Fair Value at December 31, 2022
+Added: (in thousands) (in thousands)
Public Warrants 15,813 $ 11.50 $ 18.00 9/9/2026 Liability $ 6,600 $ 2,097
4 unchanged sentences
Other (Expense) Income
−Removed: For The Years Ended December 31,
+Added: Years Ended December 31,
(in thousands)
4 unchanged sentences
Transaction costs associated with derivative liabilities — ( 291 )
+Added: Proceeds from earn-out payment 2,000 —
$ 2,081 $ ( 147,656 )
+Added: In the year ended December 31, 2022, performance on an earn-out condition within the Share Purchase Agreement dated as of January 31, 2020 among BlackSky Holdings, Inc., Spaceflight, and M&Y Space was met and thus, the Company received payment of $ 2.0 million.
In February 2021, Legacy BlackSky issued Bridge Notes in two tranches (Note 15).
2 unchanged sentences
The transaction involved investments primarily by the existing Legacy BlackSky investors at that time.
−Removed: Legacy BlackSky, which had an external valuation performed on the Bridge Notes, Legacy BlackSky class A common stock, and Legacy BlackSky warrants, determined that the fair value of the financial instruments issued exceeded the cash
−Removed: proceeds received.
+Added: Legacy BlackSky, which had an external valuation performed on the Bridge Notes, Legacy BlackSky class A common stock, and Legacy BlackSky warrants, determined that the fair value of the financial instruments issued exceeded the cash proceeds received.
Since no unstated rights and/or privileges were identified with the first tranche of the Bridge Notes, Legacy BlackSky recorded a loss on issuance of $ 84.3 million.
The second tranche of the Bridge Notes were issued at par to several new investors and an existing investor at a principal amount of $ 40.0 million and a fair value of $ 52.2 million, resulting in a loss on issuance of $ 12.2 million.
−Removed: In June 2021, Legacy BlackSky offered eligible stockholders an opportunity to invest in a portion of the Bridge Notes as part of a rights offering on substantially the same terms as offered to investors in the initial tranche of the Bridge Notes.
−Removed: The aggregate principal amount and fair value of the Bridge Notes issued to the participating shareholders in the rights offering were $ 0.5 million and $ 0.6 million, respectively.
−Removed: Additionally, the investors received 0.3 million incentive shares of Legacy BlackSky class A common stock with a fair value of $ 2.6 million and 51 thousand incentive warrants exercisable for Legacy BlackSky class A common stock with a fair value of $ 0.5 million.
−Removed: No unstated rights and/or privileges were identified with respect to the Bridge Notes issued in connection with the rights offering, and Legacy BlackSky recorded a loss on issuance of $ 3.2 million.
−Removed: Legacy BlackSky incurred and expensed $ 47.6 million in debt issuance cost related to the Bridge Notes issued in February 2021 and the modification of existing debt arrangements at that time.
+Added: Legacy BlackSky incurred and expensed $ 47.6 million in debt issuance costs related to the Bridge Notes issued in February 2021 and the modification of existing debt arrangements at that time.
These debt issuance costs consisted of 8.5 million shares of Legacy BlackSky class A common stock valued at $ 43.9 million that were issued to certain guarantors in conjunction with modification of Legacy BlackSky’s SVB line of credit and $ 3.7 million paid to third-parties in cash.
2 unchanged sentences
The modification of existing debt did not qualify as a troubled debt restructuring, nor did it result in the extinguishment of the debt.
−Removed: Redeemable Convertible Preferred Stock
−Removed: In connection with the Merger, all shares of Legacy BlackSky issued and outstanding redeemable convertible preferred stock were exchanged for Osprey class A common stock.
−Removed: For presentation purposes, the exchange for class A common stock is deemed to have occurred in 2020.
Stockholders’ Equity
13 unchanged sentences
Total class A common stock reserved 178,048 182,840
−Removed: The Company has approximately 2.4 million Sponsor Earn-Out Shares that are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company’s Class A common stock, and therefore, are required to be recorded as derivative liabilities at their fair value and adjusted to fair value at each reporting period.
−Removed: As a result, as of December 31, 2021 and 2020, the Company's consolidated balance sheets included a derivative liability of $ 4.7 million and $ 0 , respectively.
−Removed: The Company recorded $ 12.9 million in gain (loss) on derivatives in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 related to the fair value adjustments of these Sponsor Earn-Out Shares.
−Removed: The Sponsor Earn-Out Shares have the following provisions:
+Added: The Company has approximately 2.4 million Sponsor Shares that are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company’s Class A common stock, and therefore are required to be recorded as derivative liabilities at their fair value and adjusted to fair value at each reporting period.
+Added: As a result, as of December 31, 2022 and December 31, 2021, the Company's derivative liabilities in the consolidated balance sheets included Sponsor Shares of $ 1.7 million and $ 4.7 million, respectively.
+Added: The Company recorded a $ 3.0 million gain on derivatives in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 related to the fair value adjustments of these Sponsor Shares.
+Added: The Sponsor Shares have the following provisions:
Contractual Life Seven years from the closing date of the Merger
−Removed: Release Provision Exactly half of the Sponsor Earn-Out Shares have a release provision ("Release") at such time that the volume weighted average price ("VWAP") is equal to, or greater than, $ 15.00 per share for ten of any twenty consecutive trading days.
−Removed: The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $ 17.50 per share for the of any twenty consecutive trading days.
+Added: Release Provision Exactly half of the Sponsor Shares have a release provision ("Release") at such time that the volume weighted average price ("VWAP") is equal to, or greater than, $ 15.00 per share for ten of any twenty consecutive trading days.
+Added: The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $ 17.50 per share for ten of any twenty consecutive trading days.
There is an additional provision for acceleration of the Release upon a defined change in control.
−Removed: Forfeiture Provision If, within the seven year period, the Sponsor Earn-Out Shares have not met the Release provisions, the Sponsor Earn-Out Shares will automatically forfeit and be cancelled.
−Removed: Net (Loss) Income Per Share of Class A Common Stock
+Added: Forfeiture Provision If, within the seven year period, the Sponsor Shares have not met the Release provisions, the Sponsor Shares will automatically forfeit and be cancelled.
+Added: Net Loss Per Share of Class A Common Stock
The following table includes the calculation of basic and diluted net (loss) income per share:
2 unchanged sentences
Loss from continuing operations $ ( 74,879 ) $ ( 243,993 )
−Removed: (Loss) gain from discontinued operation ( 1,650 ) 28,185
+Added: Gain (loss) from discontinued operations 707 ( 1,650 )
Net loss available to common stockholders $ ( 74,172 ) $ ( 245,643 )
Basic and diluted net loss per share - continuing operations $ ( 0.64 ) $ ( 3.37 )
−Removed: Basic and diluted net (loss) income per share - discontinued operations ( 0.02 ) 0.85
+Added: Basic and diluted net gain (loss) per share - discontinued operations 0.01 ( 0.02 )
Basic and diluted net loss per share $ ( 0.63 ) $ ( 3.39 )
1 unchanged sentence
The potentially dilutive securities listed below were not included in the calculation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive during the years ended December 31, 2022 and 2021.
−Removed: BlackSky’s Form S-1 registration statement filed with the SEC registered approximately 24.1 million shares underlying the Public Warrants and Private Placement Warrants outlined below, which equates to less than 16 % of the total fully diluted outstanding common shares of BlackSky.
−Removed: While the Public Warrants and certain of the Private Placement Warrants are now exercisable, the exercise prices (of either $ 11.50 per share or $ 20 per share, depending on the class of warrant) both currently exceed the trading price for BlackSky’s common stock.
−Removed: Shares issued to Legacy BlackSky stockholders as part of the Merger consideration remain locked up pursuant to BlackSky’s bylaws through at least the middle of the first quarter of 2022.
Years Ended December 31,
1 unchanged sentence
Restricted class A common stock 57 335
−Removed: Restricted stock units 10,959 —
Common Stock warrants 1,770 1,770
+Added: Stock options 8,641 5,022
+Added: Restricted stock units 7,854 10,959
Public Warrants (exercisable for class A common stock) treated as liability 15,813 15,813
Private Placement Warrants (exercisable for class A common stock) treated as liability 8,325 8,325
−Removed: Sponsor earn-out shares 2,372 —
−Removed: Stock options 5,022 3,489
+Added: Sponsor Shares 2,372 2,372
Stock-Based Compensation
4 unchanged sentences
Both Plans allowed the board of directors to grant stock options, designated as incentive or nonqualified, and stock awards to employees, officers, directors, and consultants.
−Removed: Stock options
−Removed: were granted with an exercise price per share equal to at least the estimated fair value of the underlying class A common stock on the date of grant.
+Added: Stock options were granted with an exercise price per share equal to at least the estimated fair value of the underlying class A common stock on the date of grant.
The vesting period was determined through individual award agreements and was generally over a four-year period.
1 unchanged sentence
As of December 31, 2022, the Company had 41 thousand and 1.4 million options outstanding, respectively, under the 2011 and 2014 Plans.
−Removed: As part of the Merger, Osprey’s shareholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which are administered by the Company’s board of directors.
−Removed: Under the 2021 Plan, the number of shares initially subject to issuance is 15.0 million, with automatic increases beginning in 2022.
−Removed: Additionally, up to 13.1 million shares can be added to the 2021 Plan pursuant to assumed awards granted under the 2011 Plan and 2014 Plan that are subsequently forfeited or fail to vest.
−Removed: Grants made under this plan generally vest over a period of 3 - 4 years and have a contractual life of 10 years.
−Removed: Under the 2021 ESPP, the maximum number of shares made available for sale is 3.0 million, with automatic increases beginning in 2022.
−Removed: The stock-based compensation expense attributable to continuing operations was included in imagery and software analytical service costs, excluding depreciation and amortization and selling, general and administrative expense in the consolidated statements of operations and comprehensive loss as follows:
+Added: The stock-based compensation expense attributable to continuing operations is included in the consolidated statements of operations and comprehensive loss as indicated in the table below.
+Added: Effective January 1, 2022, the Company reorganized its captions on the consolidated statements of operations and comprehensive loss to better align the Company’s broad portfolio.
+Added: As a result, for the year ended December 31, 2021, the amounts presented to reflect the impact of the reorganization have been recasted.
+Added: This resulted in a $ 2.3 million reclassification of stock compensation expense between imagery & software analytical service costs, excluding depreciation and amortization and professional & engineering service costs, excluding depreciation and amortization in the Company's consolidated statements of operations and comprehensive loss.
Years Ended December 31,
1 unchanged sentence
Imagery & software analytical service costs, excluding depreciation and amortization $ 553 $ 1,824
+Added: Professional & engineering service costs, excluding depreciation and amortization 1,341 2,297
Selling, general and administrative 18,131 38,450
Total stock-based compensation expense $ 20,025 $ 42,571
−Removed: The stock-based compensation expense recorded for the RSUs during the years ended December 31, 2021 included a cumulative catch-up adjustment for service completed from the grant date to the close of the Merger.
−Removed: This cumulative catch-up adjustment was required as the performance condition attributable to the RSUs was not deemed probable until occurrence of the Merger as the Merger was not within the control of Legacy BlackSky.
−Removed: Additionally, as of December 31, 2021 and 2020, the Company’s consolidated balance sheets included $ 11.0 thousand and $ 0 , respectively, of stock-based compensation related to capitalized internal labor for software development activities recorded in property, plant, and equipment - net on the consolidated balance sheets.
+Added: The stock-based compensation expense recorded for the RSUs during the year ended December 31, 2021 included a cumulative adjustment for service completed from the grant date to the close of the Merger as the result of a vested performance condition.
+Added: Additionally, the Company recorded stock-based compensation related to capitalized internal labor for software development activities of $ 1.5 million and $ 11 thousand during the years ended December 31, 2022 and 2021, respectively.
+Added: These amounts are included in property, plant, and equipment - net in the consolidated balance sheets.
Stock Options
−Removed: Following the Merger, the outstanding stock options issued under the 2014 Plan may be exercised (subject to their original vesting, exercise and other terms and conditions) to purchase a number of shares of class A common stock equal to the number of shares of Legacy BlackSky class A common stock, as adjusted for the common stock exchange ratio, subject to the same terms and conditions as were applicable to such Legacy BlackSky stock option (each an “Assumed Company Stock Option”).
+Added: Following the Merger, the outstanding stock options issued under the 2011 Plan and the 2014 Plan may be exercised (subject to their original vesting, exercise and other terms and conditions) to purchase a number of shares of class A common stock equal to the number of shares of Legacy BlackSky class A common stock, as adjusted for the common stock exchange ratio, subject to the same terms and conditions as were applicable to such Legacy BlackSky stock option (each an “Assumed Company Stock Option”).
The exercise price per share of each Assumed Company Stock Option was equal to the quotient obtained by dividing the exercise price per share applicable to such Legacy BlackSky stock option by the common stock exchange ratio.
1 unchanged sentence
The Company utilized assumptions concerning expected term, a risk-free interest rate, and expected volatility to determine such values.
−Removed: In December 2021, the Company granted an award to a homogenous pool of executive employees with an exercise price 48 % over the stated market price at the grant date.
−Removed: A summary of the weighted-average assumptions is presented below:
+Added: A summary of the weighted-average assumptions used by the Company is presented below:
Years Ended December 31,
4 unchanged sentences
Dividend rate 0 % 0 %
+Added: Legacy BlackSky historically adjusted the exercise price of certain outstanding stock options.
+Added: For each award with an adjusted exercise price, Legacy BlackSky calculated the incremental fair value, which was the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.
+Added: The incremental fair value was recognized as stock-based compensation expense immediately to the extent that the modified stock option already had vested, and for stock options that were not yet vested, the
+Added: incremental fair value has been recognized as stock-based compensation expense over the remaining vesting period.
A summary of the Company’s stock option activity under the Plans during the year ended December 31, 2022 is presented below:
−Removed: For The Year Ended December 31, 2021
−Removed: Options Weighted-Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value
−Removed: (in thousands) (in thousands)
+Added: Options Weighted-Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value
+Added: (in thousands) (in years) (in thousands)
Outstanding - January 1, 2022 5,022 $ 4.49
4 unchanged sentences
Exercisable - December 31, 2022 1,898 2.73 6.15 1,333
−Removed: The following summarizes information about the Company's option grants:
−Removed: Years Ended December 31,
−Removed: Number of options granted (in thousands) 2,760 2,226
−Removed: Weighted-average grant-date fair value $ 1.5100 $ 0.0121
For options exercised, intrinsic value is calculated as the difference between the estimated fair value on the date of exercise and the exercise price.
1 unchanged sentence
The total fair value of options vested during the years ended December 31, 2022 and 2021 was $ 1.2 million and $ 0.9 million, respectively.
−Removed: As of December 31, 2021 and 2020, there was $ 4.3 million and $ 1.4 million, respectively, of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 3.6 years and 1.9 years respectively.
+Added: As of December 31, 2022, there was $ 6.6 million of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 3.4 years.
Restricted Stock Awards
−Removed: In the year ended December 31, 2020, the Company granted RSAs, which vest based upon the individual award agreements and generally vest over a three to four-year period.
+Added: During the year ended December 31, 2020, the Company granted RSAs, which vest based upon the individual award agreements and generally vest over a three to four-year period.
These shares are deemed issued as of the date of grant, but not outstanding until they vest.
1 unchanged sentence
A summary of the Company’s nonvested RSA activity during the year ended December 31, 2022 is presented below:
−Removed: Year Ended December 31, 2021
Restricted Stock Awards Weighted-Average Grant-Date Fair Value
4 unchanged sentences
Nonvested - December 31, 2022 57 0.01
−Removed: During the year ended December 31, 2020, the Company granted 3,486 RSAs with a weighted-average grant-date fair value of $ 0.0121 .
−Removed: As of December 31, 2021, there was $ 41 thousand of total unrecognized compensation cost related to nonvested RSAs granted under the Plans, which is expected to be recognized over a weighted-average period of 0.3 years.
+Added: The Company has not granted any RSAs since 2020.
+Added: As of December 31, 2022, there was $ 1 thousand of total unrecognized compensation cost related to nonvested RSAs granted under the Plan, which is expected to be recognized over a weighted-average period of 1.7 years.
The total grant date fair value of shares vested during the year ended December 31, 2022 was $ 2 thousand.
Restricted Stock Units
−Removed: The Company granted an aggregate of 11.2 million RSUs to certain employees and service providers during the year ended December 31, 2021 under the 2014 Plan as follows:
−Removed: Grant Date Number of Shares
−Removed: (in thousands) First Tranche Second Tranche Third Tranche
−Removed: February 2021 8,533 50 % of such RSUs will vest 180 days subsequent to consummation of the Merger
−Removed: 50 % of such units will vest ratably over eight consecutive quarters, on specified quarterly vesting dates with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 50 % of the RSUs
−Removed: March 2021 229 50 % of such RSUs will vest 180 days subsequent to consummation of the Merger
−Removed: 50 % of such units will vest ratably over eight consecutive quarters, on specified quarterly vesting dates with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 50 % of the RSUs
−Removed: March 2021 137 25 % vested immediately upon issuance
−Removed: 50 % of these RSUs vested on the date of the Merger
−Removed: The remaining 25 % of the RSUs will vest ratably over 12 months, on the same day of the month that the Merger closed, commencing as of the month following satisfaction of the performance condition
−Removed: June 2021 164 25 % of such RSUs will vest at the later of:
−Removed: a) 180 days subsequent to consummation of Merger or b) the one year anniversary of the vesting commencement date
−Removed: 75 % of such units will vest ratably over twelve consecutive quarters, on specified quarterly vesting dates with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 25 % of the RSUs
−Removed: July 2021 285 25 % of such RSUs will vest at the later of:
−Removed: a) 180 days subsequent to consummation of the Merger or b) the one year anniversary of the vesting commencement date
−Removed: 75 % of such units will vest ratably over twelve consecutive quarters, on specified quarterly vesting dates with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 25 % of the RSUs
−Removed: December 2021 1,670 25 % of such RSUs will vest at the one -year anniversary of the vesting commencement date
−Removed: 75 % of such units will vest ratably over twelve consecutive quarters, on specified quarterly vesting dates with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 25 % of the RSUs
−Removed: December 2021 225 One-third (1/3rd) of the total number of RSUs will be scheduled to vest annually on the anniversary of the vesting commencement date N/A N/A
+Added: The Company granted an aggregate of 4.6 million RSUs to certain employees and service providers during the year ended December 31, 2022 under the 2021 Plan.
+Added: The general vesting provisions are that 25 % will vest on the one -year anniversary of the vesting commencement date and 75 % will vest ratably over twelve consecutive quarters on specified quarterly vesting dates, with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 25 % of the RSUs.
+Added: During March 2022, 155 thousand RSUs were granted with a different vesting schedule, whereby 50 % will vest annually on the anniversary of the vesting commencement date and during September 2022, 419 thousand RSUs were granted whereby 100% of such RSUs will vest at the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next annual meeting following the grant date.
A summary of the Company’s nonvested RSU activity during the year ended December 31, 2022 is presented below:
−Removed: Year Ended December 31, 2021
Restricted Stock Units Weighted-Average Grant-Date Fair Value
5 unchanged sentences
Nonvested - December 31, 2022 7,854 4.08
+Added: A significant portion of the pre-Merger RSU grants vested in accordance with the vesting schedule of 180 days subsequent to the Merger.
+Added: During the year ended December 31, 2022, 2.6 million of the vested RSUs were withheld to satisfy payroll tax withholding obligations, which was recorded to additional paid-in capital totaling $ 5.1 million.
Unrecognized compensation costs related to nonvested restricted stock units totaled $ 18.0 million as of December 31, 2022, which is expected to be recognized over a weighted-average period of 2.5 years.
+Added: Total Lease Cost
+Added: As described in Note 3, effective January 1, 2022, we adopted ASC 842 using the optional transition method.
+Added: We did not recast the prior period consolidated financial statements and all prior period amounts and disclosures are presented under ASC Topic 840, " Leases" .
+Added: The components of rent expense, which are included in selling, general and administrative expenses in the Company's consolidated statements of operations and comprehensive loss, were as follows:
+Added: Year Ended December 31, 2022
+Added: (in thousands)
+Added: Operating lease expense $ 1,861
+Added: Variable lease expense 960
+Added: Short-term lease expense 127
+Added: Sublease income ( 127 )
+Added: Total rent expense $ 2,821
+Added: Supplemental Balance Sheet Information
+Added: Supplemental operating lease balance sheet information consists of the following:
+Added: As of December 31, 2022
+Added: (in thousands)
+Added: Operating lease right of use assets - net $ 3,586
+Added: Other current liabilities 530
+Added: Operating lease liabilities 3,132
+Added: Total operating lease liabilities $ 3,662
+Added: Other Supplemental Information
+Added: Other supplemental operating lease information consists of the following for the year ended December 31, 2022:
+Added: Operating cash flows for operating leases (in thousands) $ 1,771
+Added: ROU assets obtained in exchange for new lease liabilities (in thousands) $ 5,225
+Added: Weighted average remaining lease term (in years) 9.36
+Added: Weighted average discount rate 10.95 %
Related Party Transactions
+Added: A summary of the Company’s related party transactions during the year ended December 31, 2022 is presented below:
Amount Due to Related Party as of
5 unchanged sentences
56,345 54,149
−Removed: Jason and Marian Joh Andrews The former co-founders and employees of Legacy BlackSky In 2018, the Company executed the notes totaling $ 12.5 million to repurchase an aggregate of $ 11.5 million Legacy BlackSky common stock shares.
−Removed: The Andrews Notes were extinguished in the year ended December 31, 2021.
−Removed: The terms on the extinguishment were forgiveness on the existing principal balance of $ 10.0 million and accrued interest of $ 2.2 million in exchange for 958,082 shares.
Amount Due to Related Party as of
−Removed: Total Payments in Years Ended December 31, December 31,
−Removed: 2021 2020 2021 2020
−Removed: Name Nature of Relationship Description of the Transactions (in thousands)
+Added: Total Payments in the year ended December 31, December 31, December 31,
+Added: Nature of Relationship 2022 2021 2022 2021
+Added: Name Description of the Transactions (in thousands)
LeoStella Joint Venture Design, development and manufacture of multiple satellites.
+Added: $ 28,042 $ 19,257 $ 3,728 $ 8,381
X-Bow Equity Method Investee In 2017, the Company received stock in X-Bow.
−Removed: As of December 31, 2021, the Company had a 17.5 % investment in X-Bow and had one Board seat.
+Added: As of December 31, 2022, the Company had a less than 20 % investment in X-Bow and had one Board seat.
As described in Note 7, the Company has engaged X-Bow to develop a rocket for the Company.
900 1,865 — —
−Removed: Palantir Technologies Strategic Partner Multi-year software subscription agreement for $ 8.0 million
Ursa Space Systems Strategic Partner The chairman of the Company’s board of directors, Will Porteous, is also an investor and member of the board of directors of Ursa Space Systems.
−Removed: During the years ended December 31, 2021 and 2020, the Company received $ 0.3 million and $ 1.4 million respectively from CACI International Inc.
−Removed: (“CACI”), of which one of the Company's board members is also a board member of CACI.
−Removed: Accounts receivable related to CACI as of December 31, 2021 and 2020 was $ 0 .
+Added: The Company has a non-cancelable operational commitment with Ursa Space Systems.
+Added: Thales Alenia Space Shareholder and Parent of Wholly-owned Subsidiary, Seahawk (Debt Issuer) Design, development and manufacture of telescopes.
+Added: 11,388 6,050 693 —
+Added: In January 2023, the Company finalized a settlement agreement with LeoStella whereby the Company agreed to pay certain outstanding invoices of $ 1.4 million and LeoStella agreed to purchase certain customer satellite equipment from the Company for $ 1.0 million.
+Added: The net amount due from the Company of $ 0.4 million was paid to LeoStella in February 2023.
+Added: As a result of the agreement, as of December 31, 2022, the Company accrued for the proceeds from the sale of the equipment as a reduction in the amounts owed to LeoStella and reduced professional & engineering service costs, excluding depreciation and amortization for the year ended December 31, 2022.
Interest on the term loan facility is accrued and compounded annually.
−Removed: No significant interest payments were made in the year ended December 31, 2021 or 2020.
−Removed: The Company has interest due to related parties in the amount of $ 0.5 million as of December 31, 2021, which has been recorded as accrued interest.
+Added: No significant interest payments were made in the years ended December 31, 2022 or 2021.
+Added: The Company had interest due to related parties of $ 1.2 million, included in other current liabilities as of December 31, 2022, and $ 0.5 million included in other liabilities as of December 31, 2021.
In February 2021, in connection with the Bridge Notes, the Company agreed to pay Consent Fees of $ 2.5 million to Intelsat and Seahawk, which were settled for cash at the closing of the Merger (Note 15).
3 unchanged sentences
Fair Value of Financial Instruments
−Removed: Recurring basis
−Removed: The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, as well as indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value:
+Added: The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value:
December 31, 2022 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs
8 unchanged sentences
(in thousands)
−Removed: Series B Preferred Stock Warrants $ — $ — $ 508
−Removed: Series C Preferred Stock Warrants — — 50
+Added: Public Warrants $ 8,697 $ — $ —
+Added: Private Placement Warrants — — 3,496
+Added: Sponsor Shares — — 4,732
$ 8,697 $ — $ 8,228
−Removed: The carrying values of the following financial instruments approximated their fair values as of December 31, 2021 and 2020 based on their maturities:
−Removed: cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, leases payable and other current liabilities.
+Added: The carrying values of the following financial instruments approximated their fair values as of December 31, 2022 and December 31, 2021 based on their maturities:
+Added: cash and cash equivalents, restricted cash, short-term investments, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, leases payable and other current liabilities.
There were no transfers into or out of any of the levels of the fair value hierarchy during the years ended December 31, 2022 or 2021.
+Added: Changes in the fair value of the Level 3 liabilities during the year ended December 31, 2021 of $ 3.4 million included the Bridge Notes, Private Placement Warrants, Sponsor Shares, Class A common stock warrants, Legacy BlackSky preferred stock warrants, and Consent Fees.
The following is a summary of changes in the fair value of the Level 3 liabilities during the year ended December 31, 2022:
−Removed: Bridge Notes Consent Fee Liability Sponsor Shares Private Placement Warrants Class A Common Stock Warrants Preferred Stock Warrant Series B and C
+Added: Sponsor Shares Private Placement Warrants
(in thousands)
Balance, January 1, 2022 $ 4,732 $ 3,496
−Removed: Issuance of financial instruments carried at fair value — — — — 18,800
−Removed: Liability recorded at fair value 77,033 2,715 17,659 14,902 — —
−Removed: Loss (gain) from changes in fair value 64 ( 251 ) ( 12,927 ) ( 11,406 ) 19,529 1,568
−Removed: Settlement (1)
−Removed: ( 77,097 ) ( 2,464 ) — — ( 38,329 ) ( 2,126 )
+Added: Gain from changes in fair value ( 3,048 ) ( 2,164 )
Balance, December 31, 2022 $ 1,684 $ 1,332
−Removed: Bridge Notes were converted to class A common stock, Consent fees were settled for cash and all warrants were exercised.
Commitments and Contingencies
−Removed: The Company entered into long-term operating lease agreements for office space and capital leases for equipment.
−Removed: The minimum fixed commitments related to all non-cancellable leases are as follows:
−Removed: Operating Leases Capital Leases
+Added: The Company leases office space under various non-cancellable operating leases with varying lease expiration dates through 2033.
+Added: Future minimum lease payments under non-cancellable office leases as of December 31, 2022 are as follows:
(in thousands)
For the years ending December 31,
−Removed: 2022 $ 2,680 $ 51
−Removed: Total minimum lease payments $ 5,644 55
−Removed: amount representing interest ( 2 )
−Removed: Present value of minimum lease payments 53
−Removed: current obligation ( 49 )
−Removed: Long-term obligations under capital lease $ 4
−Removed: Building leases for the Company's headquarters in Virginia and for the primary satellite operations center and a secondary office space for employees in Washington expire in August 2024 and February 2023, respectively.
−Removed: During the years ended December 31, 2021 and 2020, the Company entered into capital lease arrangements for $ 0 and $ 8.7 thousand, respectively.
−Removed: Rent expense for the years ended December 31, 2021 and 2020 was $ 3.7 million and $ 3.2 million, respectively.
+Added: Thereafter 3,303
+Added: Total lease payments 6,264
+Added: imputed interest ( 2,602 )
+Added: Present value of lease liabilities $ 3,662
+Added: As of December 31, 2022, the Company has approximately $ 149 thousand of commitments for an office space lease that has not yet commenced.
+Added: The lease commenced in January 2023 with a lease term of 4 years.
+Added: Ground Station Services
+Added: The Company has purchase commitments for ground station services to be performed by third-parties subsequent to December 31, 2022.
+Added: Future purchase commitments under non-cancellable ground station service contracts as of December 31, 2022 are as follows:
+Added: (in thousands)
+Added: For the years ending December 31,
Legal Proceedings
−Removed: In the normal course of business, the Company may become involved in various legal proceedings which, by their nature, may be inherently unpredictable and which could have a material effect in the consolidated financial statements, taken as a whole.
−Removed: Prior to the Merger closing, Osprey received six demands from putative Osprey stockholders (together, the “Demands”) and had a derivative lawsuit filed against it in the Supreme Court of the State of New York by a purported Osprey stockholder:
−Removed: Osprey Technology Acquisition Corp., et al., Index No.
−Removed: 653633/2021 (Sup.
−Removed: In addition, the Osprey board of directors also received six demands from putative stockholders of Osprey (together, the “Demands”).
−Removed: Prior to closing, Osprey reached agreements with Luster and the six putative stockholders that Osprey’s supplement disclosures and a modification to the authorized share count fairly resolved their claims.
−Removed: Osprey did not reach agreements with these stockholders on attorneys’ fees and BlackSky inherited this task post-closing.
−Removed: In the year ended December 31, 2021, the Company paid $ 0.7 million to settle the Demands and recorded $ 0.3 million in reimbursement proceeds from an insurance claim.
−Removed: Both amounts were recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.
−Removed: As of December 31, 2021, with the exception of the items above, the Company was not aware of any additional pending, or threatened, governmental actions or legal proceedings to which the Company is, or will be, a party that, if successful, would result in a material impact to its business or financial condition or results of operations.
+Added: From time to time, we may become involved in various claims and legal proceedings arising in the ordinary course of business, which, by their nature, are inherently unpredictable.
+Added: We are not currently a party to any material claims or legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations.
+Added: Regardless of outcome, litigation and other legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Other Contingencies
2 unchanged sentences
The Company has continued correspondence with the applicable authorities in an effort toward identifying a taxpayer-favorable resolution of the potential liabilities.
−Removed: The Company has recognized a liability including interest and penalties based on its best estimate as of December 31, 2021.
+Added: As a result of this correspondence, the Company has updated its liability including interest and penalties based on its best estimate as of December 31, 2022.
The following table summarizes the estimated indirect tax liability activity during the year ended December 31, 2022:
6 unchanged sentences
Other Commitments
−Removed: The Company has commitments for multi-launch and integration services with launch services providers.
−Removed: As of December 31, 2021, the Company has commitments for 2 launches to include up to 4 satellites at estimated launch dates totaling an amount of $ 6.9 million with options for additional launches.
−Removed: The terms of the arrangements also allow for the Company to remanifest the satellites if significant delays in excess of 365 days or other inexcusable delays occur with the provider.
+Added: The Company has a commitment for launch and integration services with a launch services provider.
+Added: As of December 31, 2022, the Company had a commitment for one launch, to include up to two satellites at a future estimated launch date for $ 1.7 million.
+Added: The terms of the arrangement also allow the Company to remanifest the satellites if significant delays in excess of 365 days or other inexcusable delays occur with the provider.
Subsequent to remanifest efforts four months after the 365 days, the Company can request a refund of all recoverable costs.
Payment terms are 15 days from invoice date.
−Removed: As of December 31, 2021, the Company has a remaining commitment of $ 8.4 million on its satellite purchase contract with LeoStella.
−Removed: In addition, the Company entered into a non-refundable commitment to acquire additional satellite components from LeoStella for $ 2.2 million.
−Removed: The delivery schedule for the components are not specified and is subject to certain engineering milestones.
−Removed: Payment terms are 15 days from invoice date.
−Removed: In addition, we entered into various operational commitments for the next several years totaling $ 10.0 million as of December 31, 2021.
+Added: In addition, we have various other operational commitments for the next several years totaling $ 9.8 million as of December 31, 2022.
Concentrations, Risks, and Uncertainties
2 unchanged sentences
For the years ended December 31, 2022 and 2021, revenue from customers representing 10% or more of the consolidated revenue from continuing operations was $ 27.3 million and $ 15.4 million, respectively.
−Removed: Accounts receivable related to these customers as of December 31, 2021 and 2020 was $ 1.3 million and $ 2.0 million, respectively.
+Added: Accounts receivable related to these customers as of December 31, 2022 and 2021 was $ 0 and $ 1.3 million, respectively.
Revenue from the U.S.
4 unchanged sentences
Outstanding accounts receivable balances are evaluated by management, and accounts are reserved when it is determined collection is not probable.
−Removed: As of December 31, 2021 and 2020, the Company evaluated the realizability of the aged accounts receivable, giving consideration to each customer’s financial history and liquidity position, credit rating and the
−Removed: facts and circumstances of collectability on each outstanding account, and concluded that no reserve for uncollectible account was required.
+Added: As of December 31, 2022 and 2021, the Company evaluated the realizability of the aged accounts receivable, giving consideration to each customer’s financial history and liquidity position, credit rating and the facts and circumstances of collectability on each outstanding account, and did not have a significant reserve for uncollectible account.
Subsequent Events
−Removed: The Company evaluated subsequent events through March 31, 2022 and determined that there have been no events that have occurred that would require adjustments to our disclosures or the consolidated financial statements.
+Added: On March 8, 2023, the Company completed the closing of a private placement whereby the Company issued 16,403,677 shares of the Company’s Class A common stock and warrants to purchase up to an additional 16,403,677 shares of Common Stock.
+Added: The purchase price of each share and associated warrant was $ 1.79 .
+Added: The aggregate gross proceeds to the Company from the private placement were approximately $ 29.5 million, before deducting the placement agent fees and other offering expenses payable by the Company.
+Added: The Company intends to use the net proceeds from the private placement for general corporate purposes, including working capital.
+Added: The warrants have an exercise price of $ 2.20 per share of common stock, and are exercisable beginning on September 8, 2023 until September 8, 2028.
+Added: The warrants issued in the private placement provide that a holder of warrants will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99 % of the number of shares of common stock outstanding immediately after giving effect to such exercise;
+Added: provided, however, that each holder may increase or decrease the beneficial ownership limitation by giving notice to the Company;
+Added: but not to any percentage in excess of 9.99 %.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.