Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39113 | |
Entity Registrant Name | BLACKSKY TECHNOLOGY INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1949578 | |
Entity Address, Address Line One | 13241 Woodland Park Road | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Herndon | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20171 | |
City Area Code | 571 | |
Local Phone Number | 267-1571 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 116,116,470 | |
Entity Central Index Key | 0001753539 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Ex Transition Period | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | BKSY | |
Security Exchange Name | NYSE | |
Common Stock warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | BKSY.W | |
Security Exchange Name | NYSE |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 194,942 | $ 5,098 |
Restricted cash | 2,730 | 5,475 |
Accounts receivable, net of allowance of $0 and $0, respectively | 4,909 | 2,903 |
Prepaid expenses and other current assets | 5,481 | 965 |
Contract assets | 2,313 | 3,796 |
Total current assets | 210,375 | 18,237 |
Property and equipment - net | 21,703 | 20,852 |
Goodwill | 9,393 | 9,393 |
Investment in equity method investees | 4,070 | 3,277 |
Intangible assets - net | 2,817 | 3,831 |
Satellite procurement work in process | 73,758 | 62,664 |
Other assets | 1,556 | 1,661 |
Total assets | 323,672 | 119,915 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 10,240 | 7,966 |
Amounts payable to equity method investees | 0 | 8,762 |
Contract liabilities - current | 14,453 | 14,537 |
Debt - current portion | 0 | 16,739 |
Other current liabilities | 2,701 | 7,439 |
Total current liabilities | 27,394 | 55,443 |
Liability for estimated contract losses | 7,637 | 6,252 |
Other liabilities | 5,166 | 3,605 |
Long-term contract liabilities | 683 | 2,559 |
Derivative liabilities | 51,973 | 0 |
Long-term debt - net of current portion | 78,022 | 84,869 |
Total liabilities | 170,875 | 152,728 |
Commitments and contingencies (Note 21) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 100,000 shares authorized; none issued and outstanding. | 0 | 0 |
Class A common stock, $0.0001 par value-authorized, 300,000 and 65,169 shares; issued, 116,116 and 35,582 shares; outstanding, 113,324 shares and 34,692 shares as of September 30, 2021 and December 31, 2020, respectively. | 11 | 3 |
Additional paid-in capital | 629,090 | 191,168 |
Retained earnings | (476,304) | (223,984) |
Total stockholders’ equity | 152,797 | (32,813) |
Total liabilities and stockholders’ equity | $ 323,672 | $ 119,915 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) $ in Thousands | Sep. 30, 2021USD ($)$ / sharesshares |
Current assets: | |
Allowance for doubtful accounts | $ | $ 0 |
Stockholders' equity: | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.1000 |
Preferred stock, shares authorized (in shares) | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 |
Common stock, shares issued (in shares) | 116,116,000 |
Common stock shares outstanding (in shares) | 113,324,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Revenue | $ 7,937 | $ 5,317 | $ 22,596 | $ 14,728 |
Costs and expenses: | ||||
Selling, general and administrative | 40,674 | 6,972 | 57,979 | 21,035 |
Research and development | 57 | 68 | 85 | 164 |
Depreciation and amortization | 3,503 | 2,691 | 9,804 | 6,448 |
Satellite impairment loss | 0 | 0 | 18,407 | 0 |
Operating loss | (48,950) | (12,536) | (88,249) | (32,665) |
Gain on debt extinguishment | 0 | 0 | 0 | 284 |
Gain/(loss) on derivatives | 3,813 | (139) | (11,162) | (418) |
(Loss)/income on equity method investment | (170) | (297) | 793 | (878) |
Interest expense | (1,225) | (784) | (3,663) | (4,043) |
Other (expense)/income, net | (365) | (155) | (147,735) | 126 |
Loss before income taxes | (46,897) | (13,911) | (250,016) | (37,594) |
Income tax (provision)/benefit | 0 | 0 | 0 | 0 |
Loss from continuing operations | (46,897) | (13,911) | (250,016) | (37,594) |
Discontinued operations: | ||||
(Loss)/gain from discontinued operations, (including (loss)/gain from disposal of Spaceflight Inc. of $(1,022) and $30,672 for the nine months ended September 30, 2021 and 2020, respectively) | 0 | (511) | (1,022) | 28,449 |
Income tax (provision)/benefit | 0 | 0 | 0 | 0 |
Total (loss)/gain from discontinued operations, net of income taxes | 0 | (511) | (1,022) | 28,449 |
Net loss | (46,897) | (14,422) | (251,038) | (9,145) |
Other comprehensive income | 541 | 0 | 0 | 0 |
Total comprehensive loss | $ (46,356) | $ (14,422) | $ (251,038) | $ (9,145) |
Basic loss per share of common stock: | ||||
Loss from continuing operations (in dollars per share) | $ (0.67) | $ (0.41) | $ (4.29) | $ (1.16) |
(Loss)/gain from discontinued operations, net of tax (in dollars per share) | 0 | (0.01) | (0.02) | 0.87 |
Net loss per share of common stock (in dollars per share) | (0.67) | (0.42) | (4.31) | (0.29) |
Diluted loss per share of common stock: | ||||
Loss from continuing operations (in dollars per share) | (0.67) | (0.41) | (4.29) | (1.16) |
(Loss)/gain from discontinued operations, net of tax (in dollars per share) | 0 | (0.01) | (0.02) | 0.87 |
Net loss per share of common stock (in dollars per share) | $ (0.67) | $ (0.42) | $ (4.31) | $ (0.29) |
Service | ||||
Revenues: | ||||
Revenue | $ 6,529 | $ 5,534 | $ 17,645 | $ 13,260 |
Costs and expenses: | ||||
Costs excluding depreciation and amortization | 7,266 | 3,692 | 15,816 | 10,132 |
Product | ||||
Revenues: | ||||
Revenue | 1,408 | (217) | 4,951 | 1,468 |
Costs and expenses: | ||||
Costs excluding depreciation and amortization | $ 5,387 | $ 4,430 | $ 8,754 | $ 9,614 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
(Loss)/gain on disposal of discontinued operations | $ (1,022) | $ 30,672 |
Condensed Consolidated Consolid
Condensed Consolidated Consolidated Statements Of Equity (Deficit) - USD ($) $ in Thousands | Total | Bridge Notes | Retroactive application of the recapitalization | Previously Reported | Adoption of accounting standards | Adjusted balance | Common Stock warrants | [1] | Common Stock warrantsMerger | Preferred Stock | Common Stock | Common StockBridge Notes | Common StockRetroactive application of the recapitalization | Common StockPreviously Reported | Common StockAdjusted balance | Common StockCommon Stock warrants | [1] | Common StockCommon Stock warrantsMerger | Common StockCommon Class A | Common StockCommon Class ARetroactive application of the recapitalization | Common StockCommon Class APreviously Reported | Common StockCommon Class AAdjusted balance | Common StockCommon Class B | Common StockCommon Class BRetroactive application of the recapitalization | Common StockCommon Class BPreviously Reported | Common StockCommon Class BAdjusted balance | Common StockPreferred Stock | Additional Paid-in Capital | Additional Paid-in CapitalBridge Notes | Additional Paid-in CapitalRetroactive application of the recapitalization | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalAdjusted balance | Additional Paid-in CapitalCommon Stock warrants | [1] | Additional Paid-in CapitalCommon Stock warrantsMerger | Additional Paid-in CapitalPreferred Stock | Treasury Stock | Treasury StockRetroactive application of the recapitalization | Treasury StockPreviously Reported | Treasury StockAdjusted balance | Accumulated Deficit | Accumulated DeficitRetroactive application of the recapitalization | Accumulated DeficitPreviously Reported | Accumulated DeficitAdoption of accounting standards | Accumulated DeficitAdjusted balance |
Beginning balance, Carrying amount at Dec. 31, 2019 | $ 0 | $ (171,321) | $ 171,321 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Beginning balance, Shares outstanding (in shares) at Dec. 31, 2019 | 0 | (76,971,000) | 76,971,000 | 0 | |||||||||||||||||||||||||||||||||||||||||
Ending balance, Carrying amount at Sep. 30, 2020 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Ending balance, Shares outstanding (in shares) at Sep. 30, 2020 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ (18,295) | $ 171,321 | $ (189,616) | $ (650) | $ (18,945) | $ 3 | $ 3 | $ 0 | $ 3 | $ 0 | $ (1) | $ 1 | $ 0 | $ 0 | $ (1) | $ 1 | $ 0 | $ 185,501 | $ 158,820 | $ 26,681 | $ 185,501 | $ 0 | $ 12,500 | $ (12,500) | $ 0 | $ (203,799) | $ 0 | $ (203,799) | $ (650) | $ (204,449) | |||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 31,074,000 | 31,074,000 | 0 | 31,074,000 | 0 | (72,319,000) | 72,319,000 | 0 | 0 | (83,987,000) | 83,987,000 | 0 | 0 | (11,500,000) | 11,500,000 | 0 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 2,101 | 2,101 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of subsidiary preferred stock (Note 16) | $ 3,247 | $ 3,247 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 30 | 30 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 93,000 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 2,143,000 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with acquisition (in shares) | 55,000 | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period (in shares) | 999,000 | ||||||||||||||||||||||||||||||||||||||||||||
Net loss | (9,145) | (9,145) | |||||||||||||||||||||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2020 | (22,712) | $ 3 | $ 0 | $ 0 | 190,879 | $ 0 | (213,594) | ||||||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 34,364,000 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||
Beginning balance, Carrying amount at Dec. 31, 2020 | $ 0 | $ (174,568) | $ 174,568 | ||||||||||||||||||||||||||||||||||||||||||
Beginning balance, Shares outstanding (in shares) at Dec. 31, 2020 | 0 | (79,055,000) | 79,055,000 | ||||||||||||||||||||||||||||||||||||||||||
Ending balance, Carrying amount at Sep. 30, 2021 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Ending balance, Shares outstanding (in shares) at Sep. 30, 2021 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ (32,813) | $ 174,568 | $ (207,381) | $ 3 | $ 3 | $ 0 | $ 0 | $ (1) | $ 1 | $ 0 | $ (1) | $ 1 | 191,168 | $ 162,067 | $ 29,101 | $ 0 | $ 12,500 | $ (12,500) | (223,984) | $ 0 | $ (223,984) | ||||||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 34,692,000 | 34,692,000 | 34,692,000 | 0 | 0 | (101,022,000) | 101,022,000 | 0 | (83,987,000) | 83,987,000 | 0 | (11,500,000) | 11,500,000 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 29,265 | 29,265 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock due to Bridge Notes | 106,353 | $ 2 | 106,351 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock due to Bridge Notes (in shares) | 20,343,000 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 100 | 100 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 969,000 | 968,000 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 461,000 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 102,000 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock on conversion (in shares) | 7,736,000 | 3,251,000 | 11,187,000 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock on conversion | $ 77,097 | $ 2,289 | $ 38,329 | $ 1 | $ 1 | $ 77,096 | $ 2,289 | $ 38,328 | |||||||||||||||||||||||||||||||||||||
Issuance of sponsor earn-out shares | $ (17,659) | (17,659) | |||||||||||||||||||||||||||||||||||||||||||
Reverse recapitalization, net (in shares) | 34,584,000 | ||||||||||||||||||||||||||||||||||||||||||||
Reverse recapitalization, net (Note 4) | 200,874 | $ 4 | 202,152 | (1,282) | |||||||||||||||||||||||||||||||||||||||||
Net loss | (251,038) | (251,038) | |||||||||||||||||||||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2021 | $ 152,797 | $ 11 | $ 0 | $ 0 | $ 629,090 | $ 0 | $ (476,304) | ||||||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 113,324,000 | 113,324,000 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Balance at beginning of period (in shares) at Sep. 08, 2021 | 31,625,000 | ||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||
Reverse recapitalization, net (in shares) | 34,584,000 | ||||||||||||||||||||||||||||||||||||||||||||
Reverse recapitalization, net (Note 4) | $ 200,874 | ||||||||||||||||||||||||||||||||||||||||||||
[1] | Inclusive of warrants exercised for preferred stock then exchanged into common stock in connection with merger. |
Consolidated Condensed Consolid
Consolidated Condensed Consolidated Statements Of Equity (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2014-09 [Member] | |
Stock-based compensation | $ 2,101 | |
Spaceflight Inc. | ||
Stock-based compensation | $ 218 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (251,038) | $ (9,145) |
Total (loss)/gain from discontinued operations, net of income taxes | (1,022) | 28,449 |
Loss from continuing operations | (250,016) | (37,594) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and amortization expense | 9,804 | 6,448 |
Loss/(gain) on debt extinguishment | 75 | (284) |
Bad debt expense | 4 | 0 |
Stock-based compensation expense | 29,265 | 1,692 |
Loss on issuance of Bridge Notes | 99,669 | 0 |
Issuance costs for derivative liabilities and debt carried at fair value | 48,009 | 0 |
Amortization of debt discount and issuance costs | 1,311 | 955 |
(Gain)/loss on equity method investment | (793) | 878 |
Loss on disposal of property and equipment | 24 | 0 |
Gain/(loss) on derivatives | 11,162 | 418 |
Satellite impairment loss | 18,407 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,010) | 481 |
Contract assets | 1,487 | (1,898) |
Prepaid expenses, and other current assets | (4,428) | (137) |
Other assets | (423) | (806) |
Accounts payable and accrued liabilities | (15) | 275 |
Other current liabilities | (2,195) | 191 |
Contract liabilities - current and long-term | (1,960) | 7,932 |
Liability for estimated contract losses | 1,385 | 6,344 |
Other long-term liabilities | 2,496 | 2,595 |
Cash flows used in operating activities - continuing operations | (38,742) | (12,510) |
Cash flows used in operating activities - discontinued operations | 0 | (14,894) |
Net cash used in operating activities | (38,742) | (27,404) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (532) | (157) |
Satellite procurement work in process | (48,951) | (18,092) |
Purchase of domain name | (7) | 0 |
Cash flows used in investing activities - continuing operations | (49,490) | (18,249) |
Cash flows provided by investing activities - discontinued operations | 0 | 8,410 |
Net cash used in investing activities | (49,490) | (9,839) |
Cash flows from financing activities: | ||
Proceeds from recapitalization transaction, net of payment of equity issuance costs | 245,222 | 0 |
Payments of transaction costs related to sponsor earn-out shares | (291) | 0 |
Proceeds from issuance of debt | 58,573 | 3,600 |
Proceeds from options exercised | 100 | 30 |
Proceeds from warrants exercised | 163 | 0 |
Capital lease payments | 0 | (21) |
Debt payments | (22,198) | 0 |
Issuance costs for derivative liabilities and debt carried at fair value | (6,238) | (108) |
Cash flows provided by financing activities - continuing operations | 275,331 | 3,501 |
Cash flows used in financing activities - discontinued operations | 0 | 0 |
Net cash provided by financing activities | 275,331 | 3,501 |
Net increase/(decrease) in cash, cash equivalents, and restricted cash | 187,099 | (33,742) |
Cash, cash equivalents, and restricted cash – beginning of year | 10,573 | 37,190 |
Cash reclassified to assets held for sale at beginning of period | 0 | 11,383 |
Cash, cash equivalents, and restricted cash – end of period | 197,672 | 14,831 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash and cash equivalents | 194,942 | 9,356 |
Restricted cash | 2,730 | 5,475 |
Total cash, cash equivalents, and restricted cash | 197,672 | 14,831 |
Supplemental disclosures of cash flows information: | ||
Cash paid for interest | 398 | 954 |
Supplemental disclosures of non-cash financing and investing information: | ||
Property and equipment additions accrued but not paid | 1,184 | 4,496 |
Equity costs accrued but not paid | 388 | 0 |
Capitalized interest | 735 | 1,086 |
Issuance of common stock due to Bridge Notes and rights offering, net of issuance | 106,353 | 0 |
Issuance of common stock warrants due to Bridge Notes | 18,800 | 0 |
Net exercise of common stock warrants | 210 | 0 |
Conversion of Bridge Notes | 77,097 | 0 |
Net exercise of Bridge Note warrants | 38,329 | 0 |
Contingent liability for working capital adjustment to M&Y Space Co. Ltd | 1,022 | 0 |
Application of Secured Loan against a share purchase agreement purchase price | 0 | 26,182 |
Equipment acquired under capital lease | 0 | 22 |
Preferred Stock | ||
Supplemental disclosures of non-cash financing and investing information: | ||
Issuance of preferred stock in the sale of Spaceflight, Inc. | 0 | 3,247 |
Common Stock warrants | ||
Supplemental disclosures of non-cash financing and investing information: | ||
Conversion of stock | $ 1,324 | $ 0 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business On September 9, 2021, Osprey Technology Acquisition Corp. (“Osprey”) consummated the previously announced merger (the “Merger”) with BlackSky Holdings, Inc. (f/k/a Spaceflight Industries, Inc.), a Delaware corporation (“Legacy BlackSky”), pursuant to the agreement and plan of merger, dated February 17, 2021, by and among Osprey, Osprey Technology Merger Sub, Inc., a direct, wholly owned subsidiary of Osprey, and Legacy BlackSky. Immediately following the Merger, Osprey changed its name to BlackSky Technology Inc. (“BlackSky” or the “Company”). Legacy BlackSky survived the Merger and is now a wholly owned subsidiary of BlackSky. As a special purpose acquisition corporation, Osprey had no pre-Merger operations other than to identify and consummate a merger. Therefore, BlackSky’s operations post-Merger are attributable to those of Legacy BlackSky and its subsidiaries, and references to “BlackSky” or the “Company” should be read to include BlackSky’s wholly owned subsidiaries. References in this report to Company actions, assets/liabilities, or contracts may be references to actions taken, assets/liabilities held, or contracts entered into by one or more current Company subsidiaries; however, the Company has distinguished between actions taken by Legacy BlackSky or Osprey for certain time based, historical transactions. BlackSky, headquartered in Herndon, Virginia, is a leading provider of real-time geospatial intelligence, imagery and related data analytic products and services, and mission systems. The Company monitors activities and facilities worldwide by leveraging its own small satellite constellation and harnessing the world’s expanding sensor networks. BlackSky processes millions of observations daily in its propriety geospatial data and analytics platform (the “Platform”), which supports data from satellites in space, air sensors, environmental sensors, asset tracking sensors, industrial internet-of-things (“IoT”) connected devices, internet-enabled narrative sources, and a variety of additional geotemporal data feeds. The Company monitors for economic and pattern-of-life anomalies to produce alerts and enhance situational awareness for government and commercial customers worldwide. BlackSky’s monitoring service is powered by industry leading computing techniques including machine learning and artificial intelligence. Through the Platform, customers access global, real-time awareness monitoring solutions. The Platform itself requires basic online infrastructure with little or no setup. As of September 30, 2021, BlackSky had six satellites in commercial operation. BlackSky has two primary operating subsidiaries, BlackSky Global LLC and BlackSky Geospatial Solutions, Inc. The Company also owns fifty percent of LeoStella LLC (“LeoStella”), its joint venture with Thales Alenia Space US Investment LLC (“Thales”). LeoStella is a vertically-integrated small satellite design and manufacturer based in Tukwila, Washington, from which the Company procures satellites to operate its business. The Company accounts for LeoStella and X-Bow Launch Systems Inc. (“X-Bow”), a space technology company specializing in additive manufacturing of solid rocket motors of which BlackSky owns approximately 17.9%. as equity method investments (Note 7) Prior to the Merger, Legacy BlackSky owned a division called Spaceflight, Inc. (“Spaceflight”), a Delaware corporation based in Seattle, Washington, that provided small satellite launch brokerage services to customers. On June 12, 2020, BlackSky sold 100% of its equity interests in Spaceflight to M&Y Space Co. Ltd. (“M&Y Space”) for a final purchase price of $31.6 million. Spaceflight’s financial results were material to the Company’s financial results and, as such, are reported as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss (Note 8). |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Preparation The Company has prepared its unaudited condensed consolidated financial statements in accordance with General Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. In addition, the unaudited condensed consolidated financial statements include the Company’s proportionate share of the earnings or losses of its joint venture and a corresponding increase or decrease to its investment, with recorded losses limited to the carrying value of the Company’s investment. All intercompany transactions and balances have been eliminated upon consolidation. For accounting purposes, the Merger constituted a reverse recapitalization (the “Reverse Recapitalization”), with Osprey treated as the “acquired” company and Legacy BlackSky as the “acquirer”. The Reverse Recapitalization was treated as the equivalent of Legacy BlackSky issuing equity for the net assets of Osprey, accompanied by a recapitalization, rather than a business combination, which would include goodwill and intangible assets. Legacy BlackSky was considered the acquirer based on the facts and circumstances, including the following: • Legacy BlackSky’s former stockholders hold a majority ownership interest in BlackSky; • Legacy BlackSky’s existing senior management team comprise senior management of BlackSky; • Legacy BlackSky was able to designate all but one director to BlackSky’s board prior to the registration on Form S-4 being declared effective; • Legacy BlackSky is the larger of the companies based on historical operating activity and employee base; and • Legacy BlackSky’s operations comprise the ongoing operations of BlackSky. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Legacy BlackSky and its wholly owned subsidiaries “as if” Legacy BlackSky is the predecessor and legal successor. The historical operations of Legacy BlackSky are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Legacy BlackSky prior to the Merger; (ii) the combined results of Osprey and Legacy BlackSky following the Merger; (iii) the assets and liabilities of Legacy BlackSky at their historical carrying value; and (iv) the Company’s equity structure for all periods presented. The Company’s unaudited condensed consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, including derivative financial instruments and certain outstanding debt, which are stated at fair value. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and notes included in the Company’s registration statement on Form S-1 filed with the SEC on October 22, 2021. Unless otherwise indicated, amounts presented in the Notes pertain to the Company’s continuing operations (Note 8). In management’s opinion, all adjustments of a normal recurring nature that are necessary for a fair statement of the accompanying unaudited condensed consolidated financial statements have been included. Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company has elected to use this extended transition period to enable it to defer the adoption of new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided for by the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. In addition, the Company intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, the Company intends to rely on such exemptions, the Company is not required to, among other things: (i) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd Frank Wall Street Reform and Consumer Protection Act; (iii) comply Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingencies at the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could materially differ from these estimates. 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. Revenue Recognition The Company generates revenues from the sale of imagery & software analytical services and engineering & systems integration. Imagery & software analytical services revenues include imagery, data, software, and analytics, including professional services. These revenues are recognized from the rendering of imagery & software analytical services under cost-plus-fixed-fee contracts, firm fixed price contracts, or on a time and materials basis. Engineering & systems integration revenues include engineering and integration from long-term construction contracts. The Company adopted the provisions of the new revenue recognition standard, Accounting Standards Update No. 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. 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. The Company generates revenues primarily through contracts with government agencies. Most of the 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. 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. 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 September 30, 2021. The estimation of total revenue and costs at completion for fixed price projects is subject to many variables and requires judgment. The Company typically recognizes changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. 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. Changes in contract estimates may also result in the reversal of previously recognized revenue, if the current estimate differs from the previous estimate. 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. 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. For the three and nine months ended September 30, 2021, the Company recognized a $1.6 million unfavorable impact to revenue attributable to changes in estimates for two engineering and systems integration contracts. During the three and nine months ended September 30, 2020, the Company’s change in estimate for a contract in a forward loss position accounted for using the cost-to-cost measure increased $4.0 million and the remaining engineering & systems integration costs was $6.3 million. During the nine months ended September 30, 2021, there was no revenue recognized from performance obligations satisfied in previous periods. Imagery & Software Analytical Services Imagery Imagery services include imagery delivered from the Company’s satellites in orbit via its Platform and in limited cases directly uploaded to certain customers. Imagery performance obligations are recognized as service revenues at the point-in-time when the Company delivers images to the Platform or, in limited circumstances, ratably over the subscription period when the customer has a right to access the Platform for unlimited images. Data, Software, and Analytics The Company leverages proprietary artificial intelligence and machine learning algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party 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. The Company also 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. 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; monitor changes at, damages to or other anomalies in key infrastructure; and analyze stockpiles or other critical inventory . Imagery & software analytical services revenues from data, software, and analytics contracts are recognized from the rendering of services over time on a cost-plus-fixed-fee, firm fixed price, or time and materials basis. For firm fixed price contracts, the Company recognizes revenue using a cost-to-cost measure of progress, pursuant to which 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 (“EAC”). A performance obligation’s EAC includes all direct costs such as labor, materials, subcontract costs, overhead and an allocable portion of general and administrative costs. In addition, an EAC of a performance obligation includes future losses estimated to be incurred on contracts, as and when known. 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 practical 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. Engineering & Systems Integration 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. These systems are sold to government customers under fixed price contracts. 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. Imagery & Software Analytical Service and Engineering & Systems Integration Costs Imagery & 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. Engineering & 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. 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. Stock-Based Compensation Restricted Stock Awards and Restricted Stock Units The estimated fair value of RSAs and RSUs are measured based on the grant date estimated fair value of Legacy BlackSky’s class A common stock. 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. Subsequent to the Merger, the Company uses the New York Stock Exchange (“NYSE”) trading price as the fair value of the class A common stock for valuation purposes. For all awards for which vesting is only subject to a service condition, including those subject to graded vesting, the Company has elected to use the straight-line method to amortize the fair value as compensation cost over the requisite service period. Certain of the Company’s outstanding RSUs had performance vesting conditions that were triggered upon the consummation of the Merger. Therefore, since the performance conditions attributable to these RSUs had been met, the Company commenced recording the associated compensation expense, inclusive of a catch-up amount for the service period between their grant date and satisfaction of the performance condition, as of the closing of the Merger. The fair value of the RSUs that include a performance condition is amortized to 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. Expense related to share-based payments is classified in the unaudited condensed consolidated statements of operations and comprehensive loss based upon employees’ cash compensation. The Company recognized share-based compensation expense in imagery & software analytical service costs, excluding depreciation and amortization, and selling, general and administration expense on its unaudited condensed consolidated statements of operations. Stock Options The Company uses the Black-Scholes option pricing model to value all options and the straight-line method to amortize the fair value as compensation cost over the requisite service period. The fair value of each option granted was estimated as of the date of grant. Having elected to move towards RSAs and RSUs, the Company did not grant any options during the nine months ended September 30, 2021 under the 2014 Plan; however, the Company expects to award options to certain of its officers under the 2021 Plan (defined below). The Company's uses the following inputs under Black-Scholes as follows:. Expected Dividend Yield . The Black-Scholes valuation model requires an expected dividend yield as an input. The dividend yield is based on historical experience and expected future changes. The Company currently has no plans to pay dividends on its class A common stock. Expected Volatility . The expected volatility of Legacy BlackSky’s class A common stock was estimated based upon the historical share price volatility of comparable publicly traded companies. Risk-free Interest Rate . The yield on actively traded non-inflation indexed U.S. Treasury notes was used to extrapolate an average risk-free interest rate based on the expected term of the underlying grants. Expected Term. The expected term is the estimated duration to a liquidation event based on a weighted average consideration of the most likely exit prospects for this stage of development. Legacy BlackSky was privately funded, and the lack of marketability was factored into the expected term of options granted. The Company will review its estimate in the future and adjust it, if necessary, due to changes in the Company’s historical exercises. The most significant assumption used to determine the fair value of the Legacy BlackSky equity-based awards was the estimated fair value of the class A common stock on the grant date. In order to the determine the fair value of the class A common stock on the date of grant, Legacy BlackSky historically performed a valuation analysis using a combination of market and incomes approaches. Subsequent to the Merger, the Company uses the NYSE trading price as the fair value of its common stock for valuation purposes. Legacy BlackSky historically adjusted the exercise price of certain outstanding stock options. 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. The incremental fair value was recognized as stock-based compensation expense immediately to the extent that the modified stock option already 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. Segment Information The Company’s Chief Operating Decision Maker (as defined under US GAAP), who is the Company’s Chief Executive Officer, has determined the allocation of resources and assessed performance based upon the consolidated results of the Company. Accordingly, the Company is currently deemed to be comprised of only one operating segment and one reportable segment. 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. Debt - Application of the Fair Value Option During the nine months ended September 30, 2021, the Company issued three tranches of subordinated, unsecured convertible promissory notes (collectively, the “Bridge Notes”) (refer to the discussion included in Note 13). The Company elected to account for the Bridge Notes under the fair value option. 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. 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. 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. Changes to the fair value of the Bridge Notes between balance sheet dates are reported within other (expense)/income, net in the unaudited condensed consolidated statements of operations and comprehensive loss if such changes are attributable to base market risk. Changes to the fair value of the Bridge Notes are reported in other comprehensive loss in the unaudited condensed consolidated statements of operations and comprehensive loss if such changes were attributable to instrument-specific credit risk. All debt issuance costs incurred in connection with Bridge Notes accounted for pursuant to the fair value option were expensed as incurred. The Company did not separately report interest expense attributable to the Bridge Notes accounted for pursuant to the fair value option in the unaudited condensed consolidated statements of operations and comprehensive loss. 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. These Bridge Notes converted at the closing of the Merger (Note 13) and as of September 30, 2021, the Company did not have any Bridge Notes outstanding. Warrant Liability 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”). 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. 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. 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. 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. 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. Accordingly, the Company classified the warrants as liabilities at their fair value and adjusted the warrants to fair value at each reporting period and at conversion. These liabilities were subject to re-measurement at each balance sheet date until exercised, and any change in fair value was recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. 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. As such, these warrants issued in connection with the Bridge Notes are no longer presented in the Company’s unaudited condensed consolidated balance sheets as of September 30, 2021. As of September 30, 2021, the Company’s balance sheet included certain liability classified warrants that were issued at the time of Osprey’s initial public offering ("the IPO") and remained unexercised subsequent to the Merger. 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 September 30, 2021 using the Public Warrants’ quoted market price. 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 unaudited condensed consolidated balance sheets. 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 the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. Transaction Costs Transaction costs consist of legal fees, accounting fees, underwriting fees, and other third-party costs related directly to the Reverse Recapitalization. In a reverse recapitalization transaction between a private operating company and a public shell company that has cash on its balance sheet that is accounted for as the issuance of equity by the accounting acquirer for the cash of the shell company, the transaction costs incurred by Legacy BlackSky were permitted to be charged directly to equity. 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 unaudited condensed consolidated statements of changes in redeemable preferred stock |
Accounting Standards Update ("A
Accounting Standards Update ("ASU") | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Standards Update ("ASU") | 3. Accounting Standards Updates (“ASU”) Accounting Standards Recently Adopted In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ” 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. 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. 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. This ASU can be applied on a prospective or retrospective basis. The guidance is effective for all public business entities for fiscal years beginning after December 15, 2019, including interim periods therein. 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. The update also permits early adoption, including adoption in any interim period. The Company adopted the guidance on January 1, 2021. Adoption of the standard did not have a material impact to the consolidated financial statements. Accounting Standards Recently Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02 “ Leases ” . 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. The guidance requires the use of the modified retrospective method, with the cumulative effect of initially applying these updates recognized at the date of initial application. The guidance is effective for public business entities for annual periods, including interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. 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. The Company is currently in the planning stage and will adopt the guidance for the fiscal year beginning on January 1, 2022. The Company expects the adoption of the standard to have a material impact to the unaudited condensed consolidated balance sheets, since the Company will be required to report operating leases in the unaudited condensed consolidated balance sheets for the first time. 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. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ”. The amendments in this update are primarily for entities holding financial assets and net investment leases measured under an incurred loss impairment methodology. A new methodology must be adopted to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which would include losses on trade accounts receivable. This ASU requires modified retrospective application. The guidance is effective for public business entities that are not smaller reporting companies for fiscal years beginning after December 15, 2019, including interim periods therein. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods therein. The Company is currently in the planning stage and will adopt the guidance on January 1, 2023. The Company has not yet determined the potential impact, if any, that this guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): “ Simplifying the Accounting for Income Taxes ”. The amendments in this update are intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU can be applied on a retrospective, modified retrospective or prospective basis. The guidance is effective for all public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. 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. Early adoption is also permitted. The Company is currently in the planning stage and will adopt the guidance for the fiscal year beginning on January 1, 2022. The Company has not yet determined the potential impact, if any, that this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 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 ”. 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. This ASU can be applied on a prospective basis. 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. 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. The Company is currently in the planning stage and expects to adopt the guidance on January 1, 2024. The Company has not yet determined the potential impact, if any, that adoption will have on its consolidated financial statements. 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. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. The Company plans to adopt this guidance as of January 1, 2022 and is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 4. Reverse Recapitalization As described in Note 1, the Merger between Osprey and Legacy BlackSky closed on September 9, 2021. In connection with the Merger: • A number of parties agreed to purchase an aggregate of 18.0 million shares of Osprey class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, and an aggregate purchase price of $180.0 million, pursuant to the subscription agreement dated February 17, 2021. While executed pre-Merger, the sale of PIPE Shares was consummated substantially concurrently with the closing of the Merger and participants received shares of BlackSky class A common stock. • As part of a strategic partnership, Palantir Technologies Inc. (“Palantir”) agreed to purchase an aggregate of 0.8 million shares of Osprey class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $8.0 million pursuant to a subscription agreement entered into on August 31, 2021, which contained substantially similar terms as the PIPE subscription agreement described above. The Palantir subscription agreement closed on September 13, 2021, two business days subsequent to the closing of the Merger and Palantir received 0.8 million shares of BlackSky class A common stock. • 79.0 million shares of Osprey class A common stock were issued for all of the issued and outstanding equity interests of Legacy BlackSky, inclusive of shares of Osprey’s class A common stock issued in exchange for Legacy BlackSky’s (1) issued and outstanding class A common stock, (2) issued and outstanding preferred stock, (3) shares of common stock issued upon the conversion of Legacy BlackSky’s convertible promissory notes (inclusive of interest accrued thereon), as if each had converted into Legacy BlackSky class A common stock immediately prior to the Merger, and (4) shares of preferred stock and common stock issued upon the manual or automatic exercise of certain warrants immediately prior to the Merger. Both outstanding preferred stock shares and preferred stock share activity related to all of Legacy BlackSky’s redeemable convertible preferred stock have been retrospectively adjusted for the exchange and included as equity in the Company’s unaudited condensed consolidated balance sheets and statements of changes in redeemable preferred stock and stockholders’ equity/(deficit) from the beginning of the earliest period presented in order to reflect the Company’s equity structure for all reporting periods. • Outstanding Legacy BlackSky RSUs, RSAs, options, and common stock warrants that were neither exercised nor forfeited immediately prior to the Merger were exchanged, based on the exchange ratio applicable to shares of Legacy BlackSky’s class A common stock, for RSUs, RSAs, options, and warrants, respectively, that vest into or become exercisable for the Company’s class A common stock. Upon exchange, these awards remained subject to the same vesting and exercise terms and conditions as were applicable to the awards pre-Merger. • 21.4 million shares of Osprey class A common stock were redeemed by Osprey pre-Merger public shareholders. The price paid in excess of the pro-rata portion of additional paid-in capital was recorded in accumulated deficit in the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of changes in redeemable preferred stock and stockholders’ equity/(deficit) as of and for the nine months ended September 30, 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 The following table reconciles the elements of the Merger to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statement of changes in stockholder's equity/(deficit) for the nine months ended September 30, 2021 (in thousands): Cash – Osprey’s trust and cash (net of redemptions) $ 103,049 Cash - PIPE financings (PIPE Shares and Palantir) 188,000 Gross Merger proceeds $ 291,049 Less: fees paid to Osprey IPO underwriters (11,173) Less: other Osprey transaction costs (15,831) Less: BlackSky transaction costs (18,823) Proceeds from Reverse Recapitalization, net payment of BlackSky equity issuance costs $ 245,222 Less: non-cash assets and warrant liabilities assumed from Osprey (43,963) Less: accrued BlackSky transaction costs (385) Net impact from Reverse Recapitalization to BlackSky's equity $ 200,874 The number of shares of Company class A common stock originally issued by Osprey prior to Merger and the recapitalization of the class A common stock following the Merger are as follows: Number of Shares (in thousands) Osprey class A common stock, outstanding prior to Merger 31,625 Less: redemption of Osprey class A common stock (21,375) Total Osprey class A common stock pre-Merger 10,250 Osprey Founder class A common stock 5,534 Class A common stock issued in PIPE and Palantir financing 18,800 Total Merger, PIPE, and Palantir financing class A common stock 34,584 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 5. Revenues Remaining Performance Obligations As of September 30, 2021, the Company had $36.4 million of remaining performance obligations, which represents the transaction price of executed contracts less inception to date revenue recognized. Remaining performance obligations exclude unexercised contract options. The Company expects to recognize revenue relating to remaining funded contractual performance obligations, of which a portion is recorded in deferred revenue in the unaudited condensed consolidated balance sheets, of $11.7 million, $23.1 million, and $1.6 million during the three months ending December 31, 2021, during fiscal year 2022, and thereafter, respectively. Disaggregation of Revenue The Company earns revenue through the sale of imagery & software analytical services and engineering & systems integration. The Company’s management primarily disaggregates revenue as follows: (i) imagery; (ii) data, software and analytics; and (iii) engineering and integration. This disaggregation allows the Company to evaluate market trends and certain imagery & software analytical services and engineering & systems integration services. These offerings currently have both recurring and non-recurring price attributes, particularly the engineering & systems integration offerings. The following table disaggregates revenue by type of imagery & software analytical services and engineering & integration for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Imagery $ 2,773 $ 814 $ 5,621 $ 1,222 Data, software and analytics 3,756 4,720 12,023 12,038 Engineering & integration 1,408 (217) 4,952 1,468 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 The approximate revenue based on geographic location of customers is as follows for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) US $ 6,704 $ 3,875 $ 19,063 $ 11,853 Middle East 607 1,249 1,987 2,446 Asia 343 183 1,113 397 Other 283 10 433 32 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 Revenue from significant customers for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) U.S. federal government and agencies $ 6,590 $ 3,831 $ 18,897 $ 11,699 Commercial and other 1,347 1,486 3,699 3,029 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 As of September 30, 2021 and December 31, 2020, accounts receivable consisted of the following: September 30, December 31, 2021 2020 (in thousands) U.S. federal government and agencies $ 4,584 $ 1,335 Commercial and other 325 1,568 Allowance for doubtful accounts — — Total accounts receivable $ 4,909 $ 2,903 The following table disaggregates revenue for the three and nine months ended September 30, 2021 and 2020 by when control is transferred: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Point in time $ 3,104 $ 2,128 $ 7,565 $ 3,300 Over time 4,833 3,189 15,031 11,428 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 |
Contract Assets and Liabilities
Contract Assets and Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | 6. Contract Assets and Liabilities The components of contract assets and contract liabilities consisted of the following: September 30, December 31, 2021 2020 (in thousands) Contract assets - current Unbilled revenue $ 649 $ 749 Other contract assets 1,664 3,047 Total contract assets - current $ 2,313 $ 3,796 Contract liabilities - current Deferred revenue - short-term $ 14,199 $ 14,030 Other contract liabilities 254 507 Total contract liabilities - current $ 14,453 $ 14,537 Contract liabilities - long-term $ — $ — Deferred revenue - long-term 683 2,559 Total contract liabilities - long-term $ 683 $ 2,559 Deferred revenue and other contract liabilities are reported as contract liabilities in the accompanying unaudited condensed consolidated balance sheets. Contract liabilities include payments received and billings made in advance of the satisfaction of performance obligations under the contract and are realized when the associated revenue is recognized under the contract. Contract assets include (i) unbilled revenue, which is the amount of revenue recognized in excess of the amount billed to customers, where the rights to payment are not just subject to the passage of time; and (ii) costs incurred to fulfill contract obligations. Other contract assets and other contract liabilities primarily relate to contract commissions on customer contracts. Changes in short-term and long-term contract assets and contract liabilities reported as of January 1, 2021 were as follows: Contract Assets Contract Liabilities (in thousands) Balance as of January 1, 2021 $ 3,796 $ 17,096 Reclassification of the beginning contract liabilities to revenue — (8,375) Cash payments in advance of revenue recognition — 8,268 Reclassification of the beginning contract assets to receivables (740) — Cumulative catch-up adjustment arising from changes in estimates of transaction price — (1,663) Changes of contract costs (743) (190) Balance as of September 30, 2021 $ 2,313 $ 15,136 |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | 7. Equity Method Investments LeoStella The Company accounts for its investment in LeoStella as an equity method investment. The Company did not make any additional capital investments in LeoStella during the nine months ended September 30, 2021 and 2020. During the nine months ended September 30, 2021 and 2020, respectively, the Company remitted $15.0 million and $8.2 million of payments to LeoStella for satellite manufacturing and satellite software development. X-Bow 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. As of September 30, 201, the Company's interest in X-Bow was 17.9%. The following tables present summarized financial information for the Company’s equity method investments as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021, and September 30, 2020. September 30, December 31, Summarized balance sheets 2021 2020 (in thousands) Current assets $ 73,494 $ 64,355 Non-current assets 6,305 7,468 Total assets $ 79,799 $ 71,823 Current liabilities $ 59,139 $ 57,040 Non-current liabilities 896 6,589 Total liabilities $ 60,035 $ 63,629 Three Months Ended September 30, Nine Months Ended September 30, Summarized statements of operations 2021 2020 2021 2020 (in thousands) (in thousands) Revenue $ 3,494 $ 9,604 $ 24,212 $ 12,946 Gross margin $ 553 $ 1,381 $ 7,110 $ 1,924 Net income/(loss) $ (1,590) $ 184 $ 570 $ (1,494) Current assets of the Company’s equity method investees primarily consisted of inventories of $41.1 million as of September 30, 2021 and $47.3 million as of December 31, 2020. Total liabilities of the Company’s equity method investees primarily consisted of customer advances from related parties of $52.5 million as of September 30, 2021 and $51.4 million as of December 31, 2020. The revenue related to equity method investments attributable to related parties was $3.5 million and $20.9 million for the three and nine months ended September 30, 2021, respectively. The revenue related to equity method investments attributable to related parties was $9.6 million and $12.9 million for the three and nine months ended September 30, 2020, respectively. The Company eliminates intercompany transactions;, therefore, the revenue of the equity method investees is not included in the Company's unaudited condensed consolidated financial statements. 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 $0.6 million as of September 30, 2021 and $0.5 million as of December 31, 2020. The differences are a result of the elimination of upstream intra-entity profits from the sale of satellites, the recognition of unearned profits as the satellites are depreciated, and the elimination of bad debt expense reserves arising from intra-entity sales. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 8. Discontinued Operations 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. 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. Accrued interest of $0.5 million was also forgiven in accordance with the terms of the bridge loan. 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. Settlement Arrangement for the Sale of the Spaceflight 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). 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. 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 three months ended September 30, 2021. As a result, the Company recorded a reduction to the accrued liability and a reduction to satellite procurement in the unaudited condensed consolidated balance sheets. Additionally, the Company recognized an unfavorable working capital adjustment of $1.0 million related to a potential shortfall in accounts receivable in the closing balance sheet delivered to M&Y Space. This number may be adjusted in future periods as the Company continues to analyze payments on account and legal remediation through the collection period ending in December 2021. The following summarizes the components of the gain from discontinued operations, net of tax, that the Company has reported in the unaudited condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Major classes of line items constituting gain from discontinued operations: Revenue - launch services $ — $ — $ — $ 26,925 Total operating cost and expenses $ — $ 511 $ — $ 29,129 Operating loss $ — $ (511) $ — $ (2,204) Loss from discontinued operations, before income taxes. $ — $ (511) $ — $ (2,223) (Loss)/gain on disposal of discontinued operations $ — $ — $ (1,022) $ 30,672 Total (loss)/gain from discontinued operations, net of income taxes $ — $ (511) $ (1,022) $ 28,449 |
Property And Equipment_net
Property And Equipment—net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment—net | 9. Property and Equipment - net The following summarizes property and equipment - net as of: September 30, December 31, 2021 2020 (in thousands) Satellites $ 41,380 $ 32,340 Computer equipment and software 1,567 1,315 Office furniture and fixtures 870 1,388 Other equipment 653 434 Site equipment 1,377 1,311 Ground station equipment 1,264 1,415 Total 47,111 38,203 Less: accumulated depreciation (25,408) (17,351) Property and equipment — net $ 21,703 $ 20,852 On May 15, 2021, a Rocket Lab Electron rocket carrying two of the Company's satellites suffered a failure during flight, resulting in the loss of both satellites. This resulted in the total carrying value of $18.4 million being impaired in the second quarter of 2021. The $18.4 million includes satellite procurement, launch, shipping, launch support and other associated costs. Of this amount, $8.4 million was included in satellite procurement work in progress in the unaudited condensed consolidated balance sheets as of December 31, 2020. There was no impairment for the nine months ended September 30, 2020. Depreciation of property and equipment from continuing operations during the three months ended September 30, 2021 and 2020 was $3.2 million and $2.4 million, respectively. Depreciation of property and equipment from continuing operations during the nine months ended September 30, 2021 and 2020 was $8.8 million and $5.4 million, respectively. During the nine months ended September 30, 2021, the Company had disposed of $0.8 million of property and equipment, which consisted of site equipment, furniture and ground station equipment, at a loss of $24 thousand. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets Goodwill The Company performed an annual qualitative goodwill assessment of the goodwill held related to the BlackSky reporting unit as of December 31, 2020. The Company determined that no triggering events occurred that would require the Company to test goodwill for impairment during the nine months ended September 30, 2021. Goodwill was as follows:: September 30, 2021 December 31, 2020 (in thousands) Gross carrying amount $ 9,393 $ 9,393 Accumulated impairment losses — — Net carrying value of goodwill $ 9,393 $ 9,393 Intangible Assets Intangible assets consisted of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) September 30, 2021 Customer relationships $ 6,530 $ (3,910) $ 2,620 Distribution agreements 326 (326) — Technology and domain name 4,054 (3,857) 197 Total intangible assets at September 30, 2021 $ 10,910 $ (8,093) $ 2,817 December 31, 2020 Customer relationships $ 6,530 $ (3,489) $ 3,041 Distribution agreements 326 (326) — Technology and domain name 4,047 (3,257) 790 Total intangible assets at December 31, 2020 $ 10,903 $ (7,072) $ 3,831 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 11. Accounts Payable and Accrued Liabilities The components of accounts payable and accrued liabilities were as follows: September 30, December 31, 2021 2020 (in thousands) Accounts payable $ 2,055 $ 4,177 Accrued payroll 3,006 2,577 Other accrued expenses 5,179 1,212 Total accounts payable and accrued liabilities $ 10,240 $ 7,966 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 12. Other Current Liabilities The components of other current liabilities were as follows: September 30, December 31, 2021 2020 (in thousands) Warrant liability $ — $ 558 Other current liabilities 163 28 Current portion of capital lease 49 48 Contingent liability 1,432 — Working capital liability 1,057 6,805 Total other current liabilities $ 2,701 $ 7,439 The contingent liability represents a liability for estimated indirect taxes, previously classified as long-term. Refer to Note 21 for more information. 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 closing balance sheet of $1.0 million. Refer to Note 8 for more information. |
Debt and Other Financing
Debt and Other Financing | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Other Financing | 13. Debt and Other Financing The carrying value of the Company’s outstanding debt, inclusive of debt instruments reported at fair value, consisted of the following amounts: September 30, December 31, 2021 2020 (in thousands) Current portion of long-term debt $ — $ 16,798 Non-current portion of long-term debt 81,237 86,637 Total long-term debt 81,237 103,435 Unamortized debt issuance cost (3,215) (1,827) Outstanding balance $ 78,022 $ 101,608 September 30, December 31, Name of Loan Effective Interest Rate 2021 2020 (in thousand) Loans from related parties 4.00% - 6.00% $ 81,237 $ 83,737 Small Business Administration Loan (Paycheck Protection Program) 1.86 % — 3,600 Line of credit 3.65 % — 16,098 Total $ 81,237 $ 103,435 Bridge Notes and Related Transactions On February 2, 2021, Legacy BlackSky amended its omnibus agreement dated June 27, 2018 (the “2021 Omnibus Amendment”). As a result of the amendment, Legacy BlackSky was permitted to enter into additional indebtedness by issuing new subordinated, unsecured convertible promissory notes, the Bridge Notes, between February 2, 2021 and June 30, 2021, for up to an aggregate principal amount of $60 million. During the period from February 2, 2021 through February 3, 2021, Legacy BlackSky completed the closing of its initial tranche of the Bridge Notes from existing stockholders. The aggregate principal amount of the Bridge Notes issued in the initial tranche was $18.1 million. 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. 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 14). 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. Participants in the second tranche did not receive shares of Legacy BlackSky class A common stock or warrants to purchase Legacy BlackSky class A common stock. Upon the closing of the two previously mentioned tranches, $1.9 million of Bridge Notes remained available to be offered to certain shareholders under terms similar to the initial tranche pursuant to a rights offering (“Rights Offering”). The Company subsequently completed the Rights Offering in June 2021 with a total of $0.5 million additional investment, resulting in final aggregate proceeds of $58.6 million in principal investments pursuant to the Bridge Notes. As the terms of the Rights Offering were substantially identical to those offered in the initial tranche of the Bridge Notes, participants received seven shares of the Legacy BlackSky's class A common stock for each dollar invested, as well as warrants. The Bridge Notes, in all three tranches, bore interest at a rate of 10% and had a maturity date of April 30, 2025. There were no covenants in the Bridge Notes that were tied to financial metrics. The Company made an irrevocable election to carry the Bridge Notes at fair value. The Company made an irrevocable election to carry the Bridge Notes at fair value. 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. As of September 30, 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. Additionally, Legacy BlackSky agreed to pay a fee to each of its senior secured lenders (“Consent Fees”). The Consent Fees were payable in either cash or shares of Legacy BlackSky’s class A common stock at the choice of the lender. The Consent Fees were considered variable share-settled liabilities and were recorded at fair value (Note 20). All of the Consent Fees were settled for cash at the closing of the Merger. The following table summarizes the additional shares of Legacy BlackSky class A common stock and warrants to purchase Legacy BlackSky class A common stock issued as a result of the Bridge Notes. Legacy BlackSky Class A Common Stock (1) Legacy BlackSky Class A Common Stock Warrants (1) (in thousands) Issued to SVB guarantors 8,485 — Issued in connection with the initial tranche of Bridge Notes 11,544 3,873 Issued as incentive shares and as incentive warrants, in connection with the Rights Offering 314 51 Total 20,343 3,924 1. Issuance of class A common stock and class A common stock has been retroactively restated to give effect to the reverse recapitalization. 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 Legacy Osprey common shares at the exchange rate applicable to the Company’s common stock. 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 other loans, inclusive of accrued interest. As a result of these repayments, the Company recorded a loss on debt extinguishment of $12 thousand, which is recorded in other (expense)/income, net in the unaudited condensed consolidated statements of operations and comprehensive loss. 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”). 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. 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. Thereafter, 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. The Company also has debt in the form of unsecured notes owed to Legacy BlackSky's founders for $10.0 million, which accrues interest at 6% per annum, are non-convertible and mature upon a change of control or event of default. Fair Value of Debt 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 $78.5 million and $79.7 million as of September 30, 2021, and December 31, 2020, respectively, which is different than the historical costs of such long-term debt as reflected in the Company's unaudited condensed consolidated balance sheets. As of December 31, 2020, the carrying value of the SVB line of credit of $16.1 million approximated its fair value. 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 As of September 30, 2021, all debt instruments contain customary covenants and events of default. There are no covenants tied to financial metrics and the Company was in compliance with all non-financial covenants as of September 30, 2021. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Warrants | 14. Warrants Legacy BlackSky Class A Common Stock Warrant Liabilities As part of the Bridge Notes discussed in Note 13, 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. 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. 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. 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. Therefore the warrants met the criteria for derivative liability treatment and, as such, were initially recorded as other current liabilities in the unaudited condensed consolidated balance sheets. 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. Therefore, the derivative liability for these financial instruments was zero as of September 30, 2021. Public Warrants and Private Placement Warrant Liabilities 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. In connection with Osprey’s IPO, Osprey had 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. The Public Warrants were not exercisable until October 9, 2021. 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 are exercisable when the Company’s common stock reaches a trading price of $20.00 per share. In addition to the exercise prices, once the Public Warrants become exercisable, the Company may call the warrants for redemption: • at a price of $0.01 per whole warrant; and • 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. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants: (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. 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. 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. 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. In connection with the Merger, the Company did not exercise this option. As of September 30, 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. Subsequent Accounting for Warrant Liabilities 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 unaudited condensed consolidated balance sheets. Any change in fair value between the respective reporting dates is recognized as an unrealized gain or loss in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss (Note 20). The following table is a summary of the number of outstanding shares of the Company’s class A common stock issuable upon exercise of warrants at September 30, 2021: Number of Shares Exercise Price Redemption Price Expiration Date Classification Gain/(loss) in value from September 9, 2021 (close of the Merger) to September 30, 2021 Fair Value at September 30, 2021 Public Warrants 15,813 $ 11.50 $ 18.00 9/9/2026 Liability $ 4,902 $ 24,193 Private Placement Warrants 4,163 $ 11.50 $ 18.00 9/9/2026 Liability $ 1,956 $ 9,449 Private Placement Warrants 4,163 $ 20.00 $ 18.00 9/9/2026 Liability $ 583 $ 2,914 In addition, the Company has 1.8 million class A common stock warrants outstanding which have an exercise price of $0.11 and expiration dates from June 27, 2028 to October 31, 2029. These warrants are equity classified and are included in additional paid-in capital in the unaudited condensed consolidated balance sheets. |
Other (Expense)_Income
Other (Expense)/Income | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other (Expense)/Income | 15. Other (Expense)/Income For The Three Months Ended September 30, For The Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Loss on issuance of Bridge Notes tranche one $ — $ — $ (84,291) $ — Loss on issuance of Bridge Notes tranche two — — (12,185) — Loss on issuance of Bridge Notes Rights Offering — — (3,193) — Loss on debt extinguishment of Bridge Notes (75) — (75) — Debt issuance costs expensed for debt carried at fair value — — (47,718) — Transaction costs associated with derivative liabilities (291) — (291) — Other 1 (155) 18 126 $ (365) $ (155) $ (147,735) $ 126 In February 2021, Legacy BlackSky issued Bridge Notes in two tranches (Note 13). The first tranche of the Bridge Notes were issued at par to several existing investors at a principal amount of $18.1 million and a fair value of $24.2 million. Additionally, certain investors in the first tranche of Bridge Notes received 11.5 million shares of Legacy BlackSky class A common stock with a fair value of $59.8 million and warrants to purchase 3.9 million shares of Legacy BlackSky class A common stock with a fair value of $18.4 million. The transaction involved investments primarily by the existing Legacy BlackSky investors at that time. 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. 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. 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. 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. 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 million. 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. 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. Additionally, the Company incurred $0.1 million in debt issuance costs related to the rights offering, which was expensed. The debt issuance costs were expensed because the Bridge Notes were being carried on the balance sheet at fair value. The modification of existing debt did not qualify as a troubled debt restructuring nor did it result in the extinguishment of the debt. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 16. Stockholders’ Equity Class A Common Stock As of September 30, 2021, the Company was authorized to issue 300.0 million shares of class A common stock and 100.0 million shares of preferred stock. Issued and outstanding stock as of September 30, 2021 consisted of 116.1 million and 113.3 million shares of class A common stock, respectively. The par value of each share of the class A common stock is $0.0001 per share. The Company had reserved shares of class A common stock for issuance in connection with the following: September 30, December 31, 2021 2020 (in thousands) Common stock warrants (as exercised for class A common stock) treated as equity 1,770 12,312 Stock options outstanding 2,344 3,489 Restricted stock units outstanding 9,158 — Public Warrants (as exercised for class A common stock) treated as liability 15,813 — Private Placement Warrants (as exercised for class A common stock) treated as liability 8,325 — Shares available for future grant 146,474 13,787 Total class A common stock reserved 183,884 29,588 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 liabilities at their fair value and adjusted to fair value at each reporting period. The Sponsor Earn-Out Shares have the following provisions: Terms Contractual Life Seven years from the closing date of the Merger 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. 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. There is an additional provision for acceleration of the Release upon a defined change in control. Forfeiture Provision If, within the seven |
Net (Loss)_Income Per Share of
Net (Loss)/Income Per Share of Class A Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net (Loss)/Income Per Share of Class A Common Stock | 17. Net (Loss)/Income Per Share of Class A Common Stock The following table includes the calculation of basic and diluted net (loss)/income per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands except per share information) (in thousands except per share information) Loss from continuing operations $ (46,897) $ (13,911) $ (250,016) $ (37,594) (Loss)/gain from discontinued operation — (511) (1,022) 28,449 Net loss available to common stockholders $ (46,897) $ (14,422) $ (251,038) $ (9,145) Basic and diluted net loss per share - continuing operations $ (0.67) $ (0.41) $ (4.29) $ (1.16) Basic and diluted net (loss)/income per share - discontinued operations — (0.01) (0.02) 0.87 Basic and diluted net loss per share $ (0.67) $ (0.42) $ (4.31) $ (0.29) Shares used in the computation of basic and diluted net loss per share 69,975 34,258 58,297 32,515 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 three and nine months ended September 30, 2021 and 2020. BlackSky’s pending Form S-1 registration statement filed with the SEC seeks to register 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. 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. 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. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Restricted class A common stock 420 1,022 420 1,022 Restricted stock units 9,158 — 9,158 — Common Stock warrants 1,770 12,312 1,770 12,312 Public Warrants (as exercised for class A common stock) treated as liability 15,813 — 15,813 — Private Placement Warrants (as exercised for class A common stock) treated as liability 8,325 — 8,325 — Sponsor earn-out shares 2,372 — 2,372 — Stock options 2,344 3,561 2,344 3,561 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 18. Stock-Based Compensation The Company adopted two equity incentive plans in prior years, the 2011 Plan and 2014 Plan. 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. Stock options are 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 is determined through individual award agreements and is generally over a four-year period. Awards generally expire 10 years from the date of grant. Legacy BlackSky issued equity and equity-based awards under its 2014 stock incentive plan (the “2014 Plan”) and 2011 stock incentive plan (the “2011 Plan”, together with the 2014 Plan, collectively the “Plans”), which are now administered by the Company’s board of directors. The Plans are no longer active; however, outstanding awards granted under these Plans will not be affected. As of September 30, 2021, the Company had 41 thousand and 2.3 million options outstanding, respectively, under the 2011 and 2014 Plans. 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. Under the 2021 Plan, the number of shares initially subject to issuance is 15.0 million, with automatic increases beginning in 2022. 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. Under the 2021 ESPP, the maximum number of shares made available for sale is 3.0 million, with automatic increases beginning in 2022. The Company has not issued equity awards in any form—options, RSUs, RSAs, warrants, etc.—since the closing of the Merger, and the Company does not intend to issue awards until the effectiveness of our first form S-8 registration statement registering the shares issuable under our 2021 Plan. The stock-based compensation expense attributable to continuing operations was included in imagery & software analytical service costs, excluding depreciation and amortization and selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Imagery & software analytical service costs, excluding depreciation and amortization $ 2,898 $ — $ 2,949 $ — Selling, general and administrative 25,595 550 26,316 1,692 Total stock-based compensation expense $ 28,493 $ 550 $ 29,265 $ 1,692 The stock-based compensation expense recorded for the RSUs during the three and nine months ended September 30, 2021 included a cumulative adjustment for service completed from the grant date to the close of the Merger. Stock Options 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 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. The Black-Scholes option pricing model is used to determine the fair value of options granted. The Company utilized assumptions concerning expected life, a risk-free interest rate, and expected volatility to determine such values. A summary of the weighted-average assumptions used by Legacy BlackSky is presented below for the nine months ended September 30, 2020; there were no stock options awarded during the nine months ended September 30, 2021: Nine Months Ended September 30, 2020 Fair value per common share $ 0.0121 Weighted-average risk-free interest rate 0.83 % Volatility 65.00 % Expected term (in years) 2.50 Dividend rate 0 % A summary of the Company’s stock option activity under the Plans during the nine months ended September 30, 2021 is presented below: Nine Months Ended September 30, 2021 Options Weighted-Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2020 3,489 $ 0.2160 Granted — — Exercised (969) 0.1030 Forfeited (176) 0.1507 Outstanding - September 30, 2021 2,344 0.2500 7.7 $ 23,670 Exercisable - September 30, 2021 1,241 0.4367 7.2 $ 12,302 For options exercised, intrinsic value is calculated as the difference between the estimated fair value on the date of exercise and the exercise price. The total intrinsic value of options exercised during the three months ended September 30, 2021 and 2020 was $2.4 million and $0.3 million, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020 was $6.8 million and $0.4 million, respectively. The total fair value of options vested during the nine months ended September 30, 2021 and 2020, was $0.6 million and $0.6 million, respectively. As of September 30, 2021, there was $0.5 million of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 1.1 years. Restricted Stock Awards In the year ended December 31, 2020, the Company granted RSAs, which vest based upon the individual award agreements and generally over a three A summary of the Company’s nonvested RSA activity during the nine months ended September 30, 2021 is presented below: Nine Months Ended September 30, 2021 Restricted Stock Awards Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2021 891 $ 0.0121 Granted — — Vested (461) 0.0121 Canceled (10) 0.0121 Nonvested - September 30, 2021 420 0.0121 Restricted Stock Units The Company granted an aggregate of 9.3 million RSUs to certain employees and service providers during the nine months ended September 30, 2021 under the 2014 Plan as follows: Grant Date Number of Shares First Tranche Second Tranche Third Tranche February 2021 8,533 50% of such RSUs will vest 180 days subsequent to consummation of the Merger 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 N/A March 2021 229 50% of such RSUs will vest 180 days subsequent to consummation of the Merger 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 N/A March 2021 137 25% vested immediately upon issuance 50% of these RSUs vested on the date of the Merger 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 June 2021 164 25% of such RSUs will vest at the later of: a) 180 days subsequent to consummation of Merger or b) the one year anniversary of the vesting commencement date 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 N/A July 2021 285 25% of such RSUs will vest at the later of: a) 180 days subsequent to consummation of the Merger or b) the one year anniversary of the vesting commencement date 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 N/A Total 9,348 A summary of the Company’s nonvested RSU activity during the nine months ended September 30, 2021 is presented below: Nine Months Ended September 30, 2021 Restricted Stock Units Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2021 — $ — Granted 9,348 7.0844 Vested (103) 8.0407 Canceled (88) 7.0633 Nonvested - September 30, 2021 9,158 7.0738 Unrecognized compensation costs related to nonvested restricted stock units totaled $37.1 million as of September 30, 2021, which is expected to be recognized over a weighted-average period of 2.4 years. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 20. Fair Value of Financial Instruments Recurring basis The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 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: September 30, 2021 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) (in thousands) Liabilities Public Warrants 24,193 — — Private Placement Warrants — — 12,363 Sponsor Shares — — 15,418 $ 24,193 $ — $ 27,781 December 31, 2020 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) (in thousands) Liabilities Series B Preferred Stock Warrants $ — $ — $ 508 Series C Preferred Stock Warrants — — 50 $ — $ — $ 558 The carrying values of the following financial instruments approximated their fair values as of September 30, 2021 and December 31, 2020 based on their maturities: cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, leases payable and short-term debt and other current liabilities. There were no transfers into or out of any of the levels of the fair value hierarchy during the nine months ended September 30, 2021 or 2020. The following is a summary of changes in the fair value of the Level 3 liabilities during the nine months ended September 30, 2021 and 2020: Bridge Notes Consent Fee Liability Sponsor Shares Private Placement Warrants Class A Common Stock Warrants Preferred Stock Warrant Series B and C (in thousands) Balance, January 1, 2021 $ — $ — $ — $ — $ — $ 558 Issuance of financial instruments carried at fair value — — — — 18,800 Liability recorded at fair value 77,033 2,715 17,659 14,902 — — Loss/(gain) from changes in fair value 64 (251) (2,241) (2,539) 19,529 1,568 Settlement (1) (77,097) (2,464) — — (38,329) (2,126) Balance, September 30, 2021 $ — $ — $ 15,418 $ 12,363 $ — $ — 1. Bridge Notes were converted to class A common stock, Consent fees were settled for cash and all warrants were exercised. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 21. Commitments and Contingencies Legal Proceedings 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 unaudited condensed consolidated financial statements, taken as a whole. Prior to the Merger closing and related SEC filings, 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: Luster v. Osprey Technology Acquisition Corp., et al., Index No. 653633/2021 (Sup. Ct. N.Y. Cnty.). In addition, the Osprey board of directors also received six demands from putative stockholders of Osprey (together, the “Demands”). 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. Osprey did not reach agreements with these stockholders on attorneys’ fees and BlackSky inherited this task post-closing. The Company evaluated the specific facts and circumstances including, but not limited to, any historical outcomes for industry-specific complaints with respect to mergers and anticipated negotiations. As a result, the Company has deemed an unfavorable outcome to be probable and has estimated an expense of $0.7 million, which was recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. As of September 30, 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. Other Contingencies The Company analyzed its unique facts and circumstances related to potential obligations in a certain state jurisdiction, including the delivery nature of its prior year intercompany services, payroll and other benefits-related services, current shared services between the parent and subsidiaries, and changing state laws and interpretations of those laws, and has determined that the Company may have an indirect tax obligation. The Company has continued correspondence with the applicable authorities in an effort toward identifying a taxpayer-favorable resolution of the potential liabilities. The Company has recognized a liability including interest and penalties based on its best estimate as of September 30, 2021. The following table summarizes the estimated indirect tax liability activity during the nine months ended September 30, 2021: September 30, 2021 (in thousands) Balance, January 1, 2021 $ 921 Additions 1,040 Payments (162) Adjustment to Expense (27) Balance, September 30, 2021 $ 1,772 The Company continues to analyze the additional obligations it may have, if any, and it will adjust the liability accordingly. Other Commitments The Company has commitments for multi-launch and integration services with launch services providers. As of September 30, 2021, the Company has commitments for 5 launches to include up to 10 satellites at estimated launch dates totaling an amount of $16.1 million with options for additional launches. 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. Subsequent to remanifest efforts four months after the 365 days, the Company can request a refund of all recoverable costs. The launch service provider invoices based on the later of closing the Merger or time-based milestone payments from estimated launch dates. Payment terms are 15 days from invoice date. As of September 30, 2021, the Company has a remaining commitment of $9.4 million on its satellite purchase contract with LeoStella. In addition, the Company entered into a non-refundable commitment to acquire additional satellite components from LeoStella for $2.2 million. The delivery schedule for the components are not specified and subject to certain engineering milestones. Payment terms are 15 days from invoice date. |
Concentrations, Risks, and Unce
Concentrations, Risks, and Uncertainties | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations, Risks, and Uncertainties | 22. Concentrations, Risks, and Uncertainties The Company maintains all cash and cash equivalents with one financial institution. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily accounts receivable and cash deposits. For the nine months ended September 30, 2021 and 2020, revenue from customers representing 10% or more of the consolidated revenue from continuing operations was $9.3 million and $11.7 million, respectively. Accounts receivable related to these customers as of September 30, 2021 and December 31, 2020 was $3.2 million and $2.0 million, respectively. Revenue from the U.S. federal government and agencies was $18.9 million and $11.7 million for the nine months ended September 30, 2021 and 2020, respectively. Accounts receivable related to U.S. federal government and agencies was $4.6 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively. The Company generally extends credit on account, without collateral. Outstanding accounts receivable balances are evaluated by management, and accounts are reserved when it is determined collection is not probable. As of September 30, 2021 and December 31, 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 facts and circumstances of collectability on each outstanding account, and concluded that no reserve for uncollectible account was required. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Amount Due to Related Party as of September 30, December 31, 2021 2020 Name Nature of Relationship Description of the Transactions (in thousands) Seahawk Debt Issuer In 2019, the Company raised and converted $18.4 million from prior debt into new, outstanding debt and issued 13.5 million warrants to purchase Legacy BlackSky common stock. $ 19,198 $ 19,198 Intelsat Debt Issuer In 2019, the Company entered into a term loan facility for $50.0 million and issued 20.2 million warrants to purchase Legacy BlackSky common stock. $ 52,039 $ 52,039 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 11.5 million of Legacy BlackSky common stock shares. $ 10,000 $ 12,500 Amount Due to Related Party as of Total payments in Nine Months Ended September 30, September 30, December 31, 2021 2020 2021 2020 Name Nature of Relationship Description of the Transactions (in thousands) (in thousands) LeoStella Joint Venture Design, development and manufacture of multiple satellites $ 15,060 $ 8,205 $ — $ 8,012 Palantir Technologies Strategic Partner Multi-year software subscription agreement for $8.0 million $ 375 $ — $ — $ — X-Bow Equity Method Investee In 2017, the Company received stock in X-Bow. As of September 30, 2021, the Company had a 17.9% 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. $ 1,865 $ 3,079 $ — $ 750 Interest on the term loan facility is accrued and compounded annually. No significant interest payments were made in the nine months ended September 30, 2021 or 2020. The Company has interest due to related parties in the amount of $4.7 million as of September 30, 2021, which has been recorded as accrued interest. In February 2021, in connection with the Bridge Notes, the Company agreed to pay Consent Fees of $2.5 million that were due to Intelsat and Seahawk. These Consent Fees were settled for cash at the closing of the Merger (Note 13). In the nine months ended September 30, 2021, the Company paid $2.5 million to former co-founders towards the principal balance due to them, along with a $25 thousand interest payment (Note 13). |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Preparation The Company has prepared its unaudited condensed consolidated financial statements in accordance with General Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. In addition, the unaudited condensed consolidated financial statements include the Company’s proportionate share of the earnings or losses of its joint venture and a corresponding increase or decrease to its investment, with recorded losses limited to the carrying value of the Company’s investment. All intercompany transactions and balances have been eliminated upon consolidation. For accounting purposes, the Merger constituted a reverse recapitalization (the “Reverse Recapitalization”), with Osprey treated as the “acquired” company and Legacy BlackSky as the “acquirer”. The Reverse Recapitalization was treated as the equivalent of Legacy BlackSky issuing equity for the net assets of Osprey, accompanied by a recapitalization, rather than a business combination, which would include goodwill and intangible assets. Legacy BlackSky was considered the acquirer based on the facts and circumstances, including the following: • Legacy BlackSky’s former stockholders hold a majority ownership interest in BlackSky; • Legacy BlackSky’s existing senior management team comprise senior management of BlackSky; • Legacy BlackSky was able to designate all but one director to BlackSky’s board prior to the registration on Form S-4 being declared effective; • Legacy BlackSky is the larger of the companies based on historical operating activity and employee base; and • Legacy BlackSky’s operations comprise the ongoing operations of BlackSky. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Legacy BlackSky and its wholly owned subsidiaries “as if” Legacy BlackSky is the predecessor and legal successor. The historical operations of Legacy BlackSky are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Legacy BlackSky prior to the Merger; (ii) the combined results of Osprey and Legacy BlackSky following the Merger; (iii) the assets and liabilities of Legacy BlackSky at their historical carrying value; and (iv) the Company’s equity structure for all periods presented. The Company’s unaudited condensed consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, including derivative financial instruments and certain outstanding debt, which are stated at fair value. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and notes included in the Company’s registration statement on Form S-1 filed with the SEC on October 22, 2021. Unless otherwise indicated, amounts presented in the Notes pertain to the Company’s continuing operations (Note 8). In management’s opinion, all adjustments of a normal recurring nature that are necessary for a fair statement of the accompanying unaudited condensed consolidated financial statements have been included. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingencies at the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could materially differ from these estimates. 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. |
Revenue Recognition | Revenue Recognition The Company generates revenues from the sale of imagery & software analytical services and engineering & systems integration. Imagery & software analytical services revenues include imagery, data, software, and analytics, including professional services. These revenues are recognized from the rendering of imagery & software analytical services under cost-plus-fixed-fee contracts, firm fixed price contracts, or on a time and materials basis. Engineering & systems integration revenues include engineering and integration from long-term construction contracts. The Company adopted the provisions of the new revenue recognition standard, Accounting Standards Update No. 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. 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. The Company generates revenues primarily through contracts with government agencies. Most of the 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. 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. 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 September 30, 2021. The estimation of total revenue and costs at completion for fixed price projects is subject to many variables and requires judgment. The Company typically recognizes changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. 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. Changes in contract estimates may also result in the reversal of previously recognized revenue, if the current estimate differs from the previous estimate. 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. 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. For the three and nine months ended September 30, 2021, the Company recognized a $1.6 million unfavorable impact to revenue attributable to changes in estimates for two engineering and systems integration contracts. During the three and nine months ended September 30, 2020, the Company’s change in estimate for a contract in a forward loss position accounted for using the cost-to-cost measure increased $4.0 million and the remaining engineering & systems integration costs was $6.3 million. During the nine months ended September 30, 2021, there was no revenue recognized from performance obligations satisfied in previous periods. Imagery & Software Analytical Services Imagery Imagery services include imagery delivered from the Company’s satellites in orbit via its Platform and in limited cases directly uploaded to certain customers. Imagery performance obligations are recognized as service revenues at the point-in-time when the Company delivers images to the Platform or, in limited circumstances, ratably over the subscription period when the customer has a right to access the Platform for unlimited images. Data, Software, and Analytics The Company leverages proprietary artificial intelligence and machine learning algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party 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. The Company also 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. 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; monitor changes at, damages to or other anomalies in key infrastructure; and analyze stockpiles or other critical inventory . Imagery & software analytical services revenues from data, software, and analytics contracts are recognized from the rendering of services over time on a cost-plus-fixed-fee, firm fixed price, or time and materials basis. For firm fixed price contracts, the Company recognizes revenue using a cost-to-cost measure of progress, pursuant to which 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 (“EAC”). A performance obligation’s EAC includes all direct costs such as labor, materials, subcontract costs, overhead and an allocable portion of general and administrative costs. In addition, an EAC of a performance obligation includes future losses estimated to be incurred on contracts, as and when known. 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 practical 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. Engineering & Systems Integration 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. These systems are sold to government customers under fixed price contracts. 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. Imagery & Software Analytical Service and Engineering & Systems Integration Costs Imagery & 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. Engineering & 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. 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. |
Stock-Based Compensation | Stock-Based Compensation Restricted Stock Awards and Restricted Stock Units The estimated fair value of RSAs and RSUs are measured based on the grant date estimated fair value of Legacy BlackSky’s class A common stock. 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. Subsequent to the Merger, the Company uses the New York Stock Exchange (“NYSE”) trading price as the fair value of the class A common stock for valuation purposes. For all awards for which vesting is only subject to a service condition, including those subject to graded vesting, the Company has elected to use the straight-line method to amortize the fair value as compensation cost over the requisite service period. Certain of the Company’s outstanding RSUs had performance vesting conditions that were triggered upon the consummation of the Merger. Therefore, since the performance conditions attributable to these RSUs had been met, the Company commenced recording the associated compensation expense, inclusive of a catch-up amount for the service period between their grant date and satisfaction of the performance condition, as of the closing of the Merger. The fair value of the RSUs that include a performance condition is amortized to 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. Expense related to share-based payments is classified in the unaudited condensed consolidated statements of operations and comprehensive loss based upon employees’ cash compensation. The Company recognized share-based compensation expense in imagery & software analytical service costs, excluding depreciation and amortization, and selling, general and administration expense on its unaudited condensed consolidated statements of operations. Stock Options The Company uses the Black-Scholes option pricing model to value all options and the straight-line method to amortize the fair value as compensation cost over the requisite service period. The fair value of each option granted was estimated as of the date of grant. Having elected to move towards RSAs and RSUs, the Company did not grant any options during the nine months ended September 30, 2021 under the 2014 Plan; however, the Company expects to award options to certain of its officers under the 2021 Plan (defined below). The Company's uses the following inputs under Black-Scholes as follows:. Expected Dividend Yield . The Black-Scholes valuation model requires an expected dividend yield as an input. The dividend yield is based on historical experience and expected future changes. The Company currently has no plans to pay dividends on its class A common stock. Expected Volatility . The expected volatility of Legacy BlackSky’s class A common stock was estimated based upon the historical share price volatility of comparable publicly traded companies. Risk-free Interest Rate . The yield on actively traded non-inflation indexed U.S. Treasury notes was used to extrapolate an average risk-free interest rate based on the expected term of the underlying grants. Expected Term. The expected term is the estimated duration to a liquidation event based on a weighted average consideration of the most likely exit prospects for this stage of development. Legacy BlackSky was privately funded, and the lack of marketability was factored into the expected term of options granted. The Company will review its estimate in the future and adjust it, if necessary, due to changes in the Company’s historical exercises. The most significant assumption used to determine the fair value of the Legacy BlackSky equity-based awards was the estimated fair value of the class A common stock on the grant date. In order to the determine the fair value of the class A common stock on the date of grant, Legacy BlackSky historically performed a valuation analysis using a combination of market and incomes approaches. Subsequent to the Merger, the Company uses the NYSE trading price as the fair value of its common stock for valuation purposes. Legacy BlackSky historically adjusted the exercise price of certain outstanding stock options. 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. The incremental fair value was recognized as stock-based compensation expense immediately to the extent that the modified stock option already 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. |
Segment Information | Segment Information The Company’s Chief Operating Decision Maker (as defined under US GAAP), who is the Company’s Chief Executive Officer, has determined the allocation of resources and assessed performance based upon the consolidated results of the Company. Accordingly, the Company is currently deemed to be comprised of only one operating segment and one reportable segment. 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. |
Debt - Application of the Fair Value Option | Debt - Application of the Fair Value Option During the nine months ended September 30, 2021, the Company issued three tranches of subordinated, unsecured convertible promissory notes (collectively, the “Bridge Notes”) (refer to the discussion included in Note 13). The Company elected to account for the Bridge Notes under the fair value option. 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. 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. 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. Changes to the fair value of the Bridge Notes between balance sheet dates are reported within other (expense)/income, net in the unaudited condensed consolidated statements of operations and comprehensive loss if such changes are attributable to base market risk. Changes to the fair value of the Bridge Notes are reported in other comprehensive loss in the unaudited condensed consolidated statements of operations and comprehensive loss if such changes were attributable to instrument-specific credit risk. All debt issuance costs incurred in connection with Bridge Notes accounted for pursuant to the fair value option were expensed as incurred. The Company did not separately report interest expense attributable to the Bridge Notes accounted for pursuant to the fair value option in the unaudited condensed consolidated statements of operations and comprehensive loss. 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. These Bridge Notes converted at the closing of the Merger (Note 13) and as of September 30, 2021, the Company did not have any Bridge Notes outstanding. |
Warrant Liability | Warrant Liability 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”). 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. 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. 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. 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. 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. Accordingly, the Company classified the warrants as liabilities at their fair value and adjusted the warrants to fair value at each reporting period and at conversion. These liabilities were subject to re-measurement at each balance sheet date until exercised, and any change in fair value was recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. 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. As such, these warrants issued in connection with the Bridge Notes are no longer presented in the Company’s unaudited condensed consolidated balance sheets as of September 30, 2021. As of September 30, 2021, the Company’s balance sheet included certain liability classified warrants that were issued at the time of Osprey’s initial public offering ("the IPO") and remained unexercised subsequent to the Merger. 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 September 30, 2021 using the Public Warrants’ quoted market price. 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 unaudited condensed consolidated balance sheets. 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 the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. |
Sponsor Shares | Sponsor SharesOsprey pre-Merger class B common shares were exchanged for the Company's class A common shares at the consummation of the merger ("Sponsor Shares"). 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"). Variable-settled equity instruments that do not meet all 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 liabilities at their fair value and adjusted to fair value at each reporting period. The change in fair value was recognized in loss on derivatives in the unaudited condensed consolidated statements of operations and comprehensive loss. |
Transaction Costs | Transaction Costs Transaction costs consist of legal fees, accounting fees, underwriting fees, and other third-party costs related directly to the Reverse Recapitalization. In a reverse recapitalization transaction between a private operating company and a public shell company that has cash on its balance sheet that is accounted for as the issuance of equity by the accounting acquirer for the cash of the shell company, the transaction costs incurred by Legacy BlackSky were permitted to be charged directly to equity. 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 unaudited condensed consolidated statements of changes in redeemable preferred stock |
Accounting Standards Recently Adopted and Accounting Standards Recently Issued But Not Yet Adopted | Accounting Standards Recently Adopted In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ” 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. 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. 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. This ASU can be applied on a prospective or retrospective basis. The guidance is effective for all public business entities for fiscal years beginning after December 15, 2019, including interim periods therein. 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. The update also permits early adoption, including adoption in any interim period. The Company adopted the guidance on January 1, 2021. Adoption of the standard did not have a material impact to the consolidated financial statements. Accounting Standards Recently Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02 “ Leases ” . 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. The guidance requires the use of the modified retrospective method, with the cumulative effect of initially applying these updates recognized at the date of initial application. The guidance is effective for public business entities for annual periods, including interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. 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. The Company is currently in the planning stage and will adopt the guidance for the fiscal year beginning on January 1, 2022. The Company expects the adoption of the standard to have a material impact to the unaudited condensed consolidated balance sheets, since the Company will be required to report operating leases in the unaudited condensed consolidated balance sheets for the first time. 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. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ”. The amendments in this update are primarily for entities holding financial assets and net investment leases measured under an incurred loss impairment methodology. A new methodology must be adopted to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which would include losses on trade accounts receivable. This ASU requires modified retrospective application. The guidance is effective for public business entities that are not smaller reporting companies for fiscal years beginning after December 15, 2019, including interim periods therein. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods therein. The Company is currently in the planning stage and will adopt the guidance on January 1, 2023. The Company has not yet determined the potential impact, if any, that this guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): “ Simplifying the Accounting for Income Taxes ”. The amendments in this update are intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU can be applied on a retrospective, modified retrospective or prospective basis. The guidance is effective for all public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. 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. Early adoption is also permitted. The Company is currently in the planning stage and will adopt the guidance for the fiscal year beginning on January 1, 2022. The Company has not yet determined the potential impact, if any, that this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 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 ”. 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. This ASU can be applied on a prospective basis. 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. 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. The Company is currently in the planning stage and expects to adopt the guidance on January 1, 2024. The Company has not yet determined the potential impact, if any, that adoption will have on its consolidated financial statements. 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. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. The Company plans to adopt this guidance as of January 1, 2022 and is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statement of changes in stockholder's equity/(deficit) for the nine months ended September 30, 2021 (in thousands): Cash – Osprey’s trust and cash (net of redemptions) $ 103,049 Cash - PIPE financings (PIPE Shares and Palantir) 188,000 Gross Merger proceeds $ 291,049 Less: fees paid to Osprey IPO underwriters (11,173) Less: other Osprey transaction costs (15,831) Less: BlackSky transaction costs (18,823) Proceeds from Reverse Recapitalization, net payment of BlackSky equity issuance costs $ 245,222 Less: non-cash assets and warrant liabilities assumed from Osprey (43,963) Less: accrued BlackSky transaction costs (385) Net impact from Reverse Recapitalization to BlackSky's equity $ 200,874 The number of shares of Company class A common stock originally issued by Osprey prior to Merger and the recapitalization of the class A common stock following the Merger are as follows: Number of Shares (in thousands) Osprey class A common stock, outstanding prior to Merger 31,625 Less: redemption of Osprey class A common stock (21,375) Total Osprey class A common stock pre-Merger 10,250 Osprey Founder class A common stock 5,534 Class A common stock issued in PIPE and Palantir financing 18,800 Total Merger, PIPE, and Palantir financing class A common stock 34,584 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by type of imagery & software analytical services and engineering & integration for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Imagery $ 2,773 $ 814 $ 5,621 $ 1,222 Data, software and analytics 3,756 4,720 12,023 12,038 Engineering & integration 1,408 (217) 4,952 1,468 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 The approximate revenue based on geographic location of customers is as follows for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) US $ 6,704 $ 3,875 $ 19,063 $ 11,853 Middle East 607 1,249 1,987 2,446 Asia 343 183 1,113 397 Other 283 10 433 32 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 The following table disaggregates revenue for the three and nine months ended September 30, 2021 and 2020 by when control is transferred: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Point in time $ 3,104 $ 2,128 $ 7,565 $ 3,300 Over time 4,833 3,189 15,031 11,428 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 |
Schedules of Concentration of Risk, by Risk Factor | Revenue from significant customers for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) U.S. federal government and agencies $ 6,590 $ 3,831 $ 18,897 $ 11,699 Commercial and other 1,347 1,486 3,699 3,029 Total revenues $ 7,937 $ 5,317 $ 22,596 $ 14,728 As of September 30, 2021 and December 31, 2020, accounts receivable consisted of the following: September 30, December 31, 2021 2020 (in thousands) U.S. federal government and agencies $ 4,584 $ 1,335 Commercial and other 325 1,568 Allowance for doubtful accounts — — Total accounts receivable $ 4,909 $ 2,903 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Components of contract assets and contract liabilities | The components of contract assets and contract liabilities consisted of the following: September 30, December 31, 2021 2020 (in thousands) Contract assets - current Unbilled revenue $ 649 $ 749 Other contract assets 1,664 3,047 Total contract assets - current $ 2,313 $ 3,796 Contract liabilities - current Deferred revenue - short-term $ 14,199 $ 14,030 Other contract liabilities 254 507 Total contract liabilities - current $ 14,453 $ 14,537 Contract liabilities - long-term $ — $ — Deferred revenue - long-term 683 2,559 Total contract liabilities - long-term $ 683 $ 2,559 Changes in short-term and long-term contract assets and contract liabilities reported as of January 1, 2021 were as follows: Contract Assets Contract Liabilities (in thousands) Balance as of January 1, 2021 $ 3,796 $ 17,096 Reclassification of the beginning contract liabilities to revenue — (8,375) Cash payments in advance of revenue recognition — 8,268 Reclassification of the beginning contract assets to receivables (740) — Cumulative catch-up adjustment arising from changes in estimates of transaction price — (1,663) Changes of contract costs (743) (190) Balance as of September 30, 2021 $ 2,313 $ 15,136 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables present summarized financial information for the Company’s equity method investments as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021, and September 30, 2020. September 30, December 31, Summarized balance sheets 2021 2020 (in thousands) Current assets $ 73,494 $ 64,355 Non-current assets 6,305 7,468 Total assets $ 79,799 $ 71,823 Current liabilities $ 59,139 $ 57,040 Non-current liabilities 896 6,589 Total liabilities $ 60,035 $ 63,629 Three Months Ended September 30, Nine Months Ended September 30, Summarized statements of operations 2021 2020 2021 2020 (in thousands) (in thousands) Revenue $ 3,494 $ 9,604 $ 24,212 $ 12,946 Gross margin $ 553 $ 1,381 $ 7,110 $ 1,924 Net income/(loss) $ (1,590) $ 184 $ 570 $ (1,494) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following summarizes the components of the gain from discontinued operations, net of tax, that the Company has reported in the unaudited condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Major classes of line items constituting gain from discontinued operations: Revenue - launch services $ — $ — $ — $ 26,925 Total operating cost and expenses $ — $ 511 $ — $ 29,129 Operating loss $ — $ (511) $ — $ (2,204) Loss from discontinued operations, before income taxes. $ — $ (511) $ — $ (2,223) (Loss)/gain on disposal of discontinued operations $ — $ — $ (1,022) $ 30,672 Total (loss)/gain from discontinued operations, net of income taxes $ — $ (511) $ (1,022) $ 28,449 |
Property And Equipment_net (Tab
Property And Equipment—net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following summarizes property and equipment - net as of: September 30, December 31, 2021 2020 (in thousands) Satellites $ 41,380 $ 32,340 Computer equipment and software 1,567 1,315 Office furniture and fixtures 870 1,388 Other equipment 653 434 Site equipment 1,377 1,311 Ground station equipment 1,264 1,415 Total 47,111 38,203 Less: accumulated depreciation (25,408) (17,351) Property and equipment — net $ 21,703 $ 20,852 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill was as follows:: September 30, 2021 December 31, 2020 (in thousands) Gross carrying amount $ 9,393 $ 9,393 Accumulated impairment losses — — Net carrying value of goodwill $ 9,393 $ 9,393 |
Schedule of Intangible Assets | Intangible assets consisted of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) September 30, 2021 Customer relationships $ 6,530 $ (3,910) $ 2,620 Distribution agreements 326 (326) — Technology and domain name 4,054 (3,857) 197 Total intangible assets at September 30, 2021 $ 10,910 $ (8,093) $ 2,817 December 31, 2020 Customer relationships $ 6,530 $ (3,489) $ 3,041 Distribution agreements 326 (326) — Technology and domain name 4,047 (3,257) 790 Total intangible assets at December 31, 2020 $ 10,903 $ (7,072) $ 3,831 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The components of accounts payable and accrued liabilities were as follows: September 30, December 31, 2021 2020 (in thousands) Accounts payable $ 2,055 $ 4,177 Accrued payroll 3,006 2,577 Other accrued expenses 5,179 1,212 Total accounts payable and accrued liabilities $ 10,240 $ 7,966 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | The components of other current liabilities were as follows: September 30, December 31, 2021 2020 (in thousands) Warrant liability $ — $ 558 Other current liabilities 163 28 Current portion of capital lease 49 48 Contingent liability 1,432 — Working capital liability 1,057 6,805 Total other current liabilities $ 2,701 $ 7,439 |
Debt and Other Financing (Table
Debt and Other Financing (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying value of the Company’s outstanding debt, inclusive of debt instruments reported at fair value, consisted of the following amounts: September 30, December 31, 2021 2020 (in thousands) Current portion of long-term debt $ — $ 16,798 Non-current portion of long-term debt 81,237 86,637 Total long-term debt 81,237 103,435 Unamortized debt issuance cost (3,215) (1,827) Outstanding balance $ 78,022 $ 101,608 September 30, December 31, Name of Loan Effective Interest Rate 2021 2020 (in thousand) Loans from related parties 4.00% - 6.00% $ 81,237 $ 83,737 Small Business Administration Loan (Paycheck Protection Program) 1.86 % — 3,600 Line of credit 3.65 % — 16,098 Total $ 81,237 $ 103,435 |
Schedule of Debt Conversions | The following table summarizes the additional shares of Legacy BlackSky class A common stock and warrants to purchase Legacy BlackSky class A common stock issued as a result of the Bridge Notes. Legacy BlackSky Class A Common Stock (1) Legacy BlackSky Class A Common Stock Warrants (1) (in thousands) Issued to SVB guarantors 8,485 — Issued in connection with the initial tranche of Bridge Notes 11,544 3,873 Issued as incentive shares and as incentive warrants, in connection with the Rights Offering 314 51 Total 20,343 3,924 1. Issuance of class A common stock and class A common stock has been retroactively restated to give effect to the reverse recapitalization. |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table is a summary of the number of outstanding shares of the Company’s class A common stock issuable upon exercise of warrants at September 30, 2021: Number of Shares Exercise Price Redemption Price Expiration Date Classification Gain/(loss) in value from September 9, 2021 (close of the Merger) to September 30, 2021 Fair Value at September 30, 2021 Public Warrants 15,813 $ 11.50 $ 18.00 9/9/2026 Liability $ 4,902 $ 24,193 Private Placement Warrants 4,163 $ 11.50 $ 18.00 9/9/2026 Liability $ 1,956 $ 9,449 Private Placement Warrants 4,163 $ 20.00 $ 18.00 9/9/2026 Liability $ 583 $ 2,914 |
Other (Expense)_Income (Tables)
Other (Expense)/Income (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | For The Three Months Ended September 30, For The Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Loss on issuance of Bridge Notes tranche one $ — $ — $ (84,291) $ — Loss on issuance of Bridge Notes tranche two — — (12,185) — Loss on issuance of Bridge Notes Rights Offering — — (3,193) — Loss on debt extinguishment of Bridge Notes (75) — (75) — Debt issuance costs expensed for debt carried at fair value — — (47,718) — Transaction costs associated with derivative liabilities (291) — (291) — Other 1 (155) 18 126 $ (365) $ (155) $ (147,735) $ 126 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | The Company had reserved shares of class A common stock for issuance in connection with the following: September 30, December 31, 2021 2020 (in thousands) Common stock warrants (as exercised for class A common stock) treated as equity 1,770 12,312 Stock options outstanding 2,344 3,489 Restricted stock units outstanding 9,158 — Public Warrants (as exercised for class A common stock) treated as liability 15,813 — Private Placement Warrants (as exercised for class A common stock) treated as liability 8,325 — Shares available for future grant 146,474 13,787 Total class A common stock reserved 183,884 29,588 Terms Contractual Life Seven years from the closing date of the Merger 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. 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. There is an additional provision for acceleration of the Release upon a defined change in control. Forfeiture Provision If, within the seven |
Net (Loss)_Income Per Share o_2
Net (Loss)/Income Per Share of Class A Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table includes the calculation of basic and diluted net (loss)/income per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands except per share information) (in thousands except per share information) Loss from continuing operations $ (46,897) $ (13,911) $ (250,016) $ (37,594) (Loss)/gain from discontinued operation — (511) (1,022) 28,449 Net loss available to common stockholders $ (46,897) $ (14,422) $ (251,038) $ (9,145) Basic and diluted net loss per share - continuing operations $ (0.67) $ (0.41) $ (4.29) $ (1.16) Basic and diluted net (loss)/income per share - discontinued operations — (0.01) (0.02) 0.87 Basic and diluted net loss per share $ (0.67) $ (0.42) $ (4.31) $ (0.29) Shares used in the computation of basic and diluted net loss per share 69,975 34,258 58,297 32,515 |
Schedule of Potentially Dilutive Securities | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Restricted class A common stock 420 1,022 420 1,022 Restricted stock units 9,158 — 9,158 — Common Stock warrants 1,770 12,312 1,770 12,312 Public Warrants (as exercised for class A common stock) treated as liability 15,813 — 15,813 — Private Placement Warrants (as exercised for class A common stock) treated as liability 8,325 — 8,325 — Sponsor earn-out shares 2,372 — 2,372 — Stock options 2,344 3,561 2,344 3,561 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangements, Stock Options, Valuation Assumptions | A summary of the weighted-average assumptions used by Legacy BlackSky is presented below for the nine months ended September 30, 2020; there were no stock options awarded during the nine months ended September 30, 2021: Nine Months Ended September 30, 2020 Fair value per common share $ 0.0121 Weighted-average risk-free interest rate 0.83 % Volatility 65.00 % Expected term (in years) 2.50 Dividend rate 0 % |
Share-based Payment Arrangement, Option, Activity | A summary of the Company’s stock option activity under the Plans during the nine months ended September 30, 2021 is presented below: Nine Months Ended September 30, 2021 Options Weighted-Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2020 3,489 $ 0.2160 Granted — — Exercised (969) 0.1030 Forfeited (176) 0.1507 Outstanding - September 30, 2021 2,344 0.2500 7.7 $ 23,670 Exercisable - September 30, 2021 1,241 0.4367 7.2 $ 12,302 |
Schedule of Share-based Payment Arrangements, Restricted Stock Units | The Company granted an aggregate of 9.3 million RSUs to certain employees and service providers during the nine months ended September 30, 2021 under the 2014 Plan as follows: Grant Date Number of Shares First Tranche Second Tranche Third Tranche February 2021 8,533 50% of such RSUs will vest 180 days subsequent to consummation of the Merger 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 N/A March 2021 229 50% of such RSUs will vest 180 days subsequent to consummation of the Merger 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 N/A March 2021 137 25% vested immediately upon issuance 50% of these RSUs vested on the date of the Merger 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 June 2021 164 25% of such RSUs will vest at the later of: a) 180 days subsequent to consummation of Merger or b) the one year anniversary of the vesting commencement date 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 N/A July 2021 285 25% of such RSUs will vest at the later of: a) 180 days subsequent to consummation of the Merger or b) the one year anniversary of the vesting commencement date 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 N/A Total 9,348 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of the Company’s nonvested RSU activity during the nine months ended September 30, 2021 is presented below: Nine Months Ended September 30, 2021 Restricted Stock Units Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2021 — $ — Granted 9,348 7.0844 Vested (103) 8.0407 Canceled (88) 7.0633 Nonvested - September 30, 2021 9,158 7.0738 |
Nonvested Restricted Stock Shares Activity | A summary of the Company’s nonvested RSA activity during the nine months ended September 30, 2021 is presented below: Nine Months Ended September 30, 2021 Restricted Stock Awards Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2021 891 $ 0.0121 Granted — — Vested (461) 0.0121 Canceled (10) 0.0121 Nonvested - September 30, 2021 420 0.0121 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The stock-based compensation expense attributable to continuing operations was included in imagery & software analytical service costs, excluding depreciation and amortization and selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Imagery & software analytical service costs, excluding depreciation and amortization $ 2,898 $ — $ 2,949 $ — Selling, general and administrative 25,595 550 26,316 1,692 Total stock-based compensation expense $ 28,493 $ 550 $ 29,265 $ 1,692 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities at fair value on a recurring basis | The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 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: September 30, 2021 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) (in thousands) Liabilities Public Warrants 24,193 — — Private Placement Warrants — — 12,363 Sponsor Shares — — 15,418 $ 24,193 $ — $ 27,781 December 31, 2020 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) (in thousands) Liabilities Series B Preferred Stock Warrants $ — $ — $ 508 Series C Preferred Stock Warrants — — 50 $ — $ — $ 558 |
Schedule of change sin the fair value of Level 3 liabilities | The following is a summary of changes in the fair value of the Level 3 liabilities during the nine months ended September 30, 2021 and 2020: Bridge Notes Consent Fee Liability Sponsor Shares Private Placement Warrants Class A Common Stock Warrants Preferred Stock Warrant Series B and C (in thousands) Balance, January 1, 2021 $ — $ — $ — $ — $ — $ 558 Issuance of financial instruments carried at fair value — — — — 18,800 Liability recorded at fair value 77,033 2,715 17,659 14,902 — — Loss/(gain) from changes in fair value 64 (251) (2,241) (2,539) 19,529 1,568 Settlement (1) (77,097) (2,464) — — (38,329) (2,126) Balance, September 30, 2021 $ — $ — $ 15,418 $ 12,363 $ — $ — 1. Bridge Notes were converted to class A common stock, Consent fees were settled for cash and all warrants were exercised. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Estimated Indirect Tax Liability | The following table summarizes the estimated indirect tax liability activity during the nine months ended September 30, 2021: September 30, 2021 (in thousands) Balance, January 1, 2021 $ 921 Additions 1,040 Payments (162) Adjustment to Expense (27) Balance, September 30, 2021 $ 1,772 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Amount Due to Related Party as of September 30, December 31, 2021 2020 Name Nature of Relationship Description of the Transactions (in thousands) Seahawk Debt Issuer In 2019, the Company raised and converted $18.4 million from prior debt into new, outstanding debt and issued 13.5 million warrants to purchase Legacy BlackSky common stock. $ 19,198 $ 19,198 Intelsat Debt Issuer In 2019, the Company entered into a term loan facility for $50.0 million and issued 20.2 million warrants to purchase Legacy BlackSky common stock. $ 52,039 $ 52,039 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 11.5 million of Legacy BlackSky common stock shares. $ 10,000 $ 12,500 Amount Due to Related Party as of Total payments in Nine Months Ended September 30, September 30, December 31, 2021 2020 2021 2020 Name Nature of Relationship Description of the Transactions (in thousands) (in thousands) LeoStella Joint Venture Design, development and manufacture of multiple satellites $ 15,060 $ 8,205 $ — $ 8,012 Palantir Technologies Strategic Partner Multi-year software subscription agreement for $8.0 million $ 375 $ — $ — $ — X-Bow Equity Method Investee In 2017, the Company received stock in X-Bow. As of September 30, 2021, the Company had a 17.9% 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. $ 1,865 $ 3,079 $ — $ 750 |
Organization and Business (Deta
Organization and Business (Details) $ in Millions | Sep. 30, 2021satellitesubsidiary | Jun. 12, 2020USD ($) |
Subsidiary or Equity Method Investee [Line Items] | ||
Number of subsidiaries | subsidiary | 2 | |
Number of satellites | satellite | 6 | |
Spaceflight Inc. | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Final purchase price | $ | $ 31.6 | |
LeoStella | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Ownership percentage | 50.00% | |
X-Bow | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Ownership percentage | 17.90% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Thousands | Feb. 03, 2021tranche | Feb. 28, 2021tranche | Sep. 30, 2021USD ($)contractshares | Sep. 30, 2021USD ($)segmenttranchecontractreportableSegmentshares | Sep. 30, 2020USD ($) | Sep. 09, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase (decrease) in cost-to-cost based on change in estimate | $ (1,600) | $ (1,600) | $ 4,000 | |||
Number of contracts | contract | 2 | 2 | ||||
Adjustment in engineering and systems integration costs | 6,300 | |||||
Options outstanding | shares | 3,900,000 | 3,900,000 | ||||
Number of operating segments | segment | 1 | |||||
Number of reportable segments | reportableSegment | 1 | |||||
Number of tranches | tranche | 2 | 2 | 3 | |||
Transaction costs | $ 19,200 | |||||
Payments of transaction costs | $ 291 | $ 0 | ||||
2021 Equity Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | shares | 15,000,000 | 15,000,000 | ||||
2021 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | shares | 3,000,000 | 3,000,000 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 13, 2021USD ($)business_day$ / sharesshares | Sep. 09, 2021USD ($)$ / sharesshares | Sep. 08, 2021shares | Sep. 30, 2021shares | Dec. 31, 2020shares |
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock shares outstanding (in shares) | 31,625,000 | 113,324,000 | 34,692,000 | ||
Common Class B to Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Conversion of stock, shares issued | 7,900,000 | ||||
Common Stock with Performance Terms | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock shares outstanding (in shares) | 2,400,000 | ||||
Lockup period | 7 years | ||||
Osprey Technology Acquisition Corp. | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock shares outstanding (in shares) | 10,250,000 | ||||
Common Class A | Osprey Technology Acquisition Corp. | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Number of shares issued in transaction | 18,000,000 | ||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||
Aggregate purchase price | $ | $ 180,000 | ||||
Number of shares redeemed during period | 21,400,000 | ||||
Common Class A | Osprey Technology Acquisition Corp. | Palantir Technologies Inc. | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Number of shares issued in transaction | 800,000 | ||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||
Aggregate purchase price | $ | $ 8,000 | ||||
Number of days subsequent to Merger | business_day | 2 | ||||
Common Class A | Osprey Technology Acquisition Corp. | Legacy BlackSky | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Number of shares issued in transaction | 79,000,000 | ||||
Common Class B | Osprey Technology Acquisition Corp. | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Conversion of stock, shares converted | 7,900,000 |
Reverse Recapitalization - Reco
Reverse Recapitalization - Reconciliation of Merger Elements (Details) - USD ($) $ in Thousands | Sep. 09, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule of Reverse Recapitalization [Line Items] | |||
Less: transaction costs | $ (18,823) | ||
Proceeds from Reverse Recapitalization, net payment of BlackSky equity issuance costs | 245,222 | $ 245,222 | $ 0 |
Less: non-cash assets and warrant liabilities assumed from Osprey | (43,963) | ||
Less: accrued BlackSky transaction costs | (385) | ||
Reverse recapitalization, net (Note 4) | 200,874 | $ 200,874 | |
Osprey Technology Acquisition Corp. | |||
Schedule of Reverse Recapitalization [Line Items] | |||
Cash – Osprey’s trust and cash (net of redemptions) | 103,049 | ||
Cash - PIPE financings (PIPE Shares and Palantir) | 188,000 | ||
Gross Merger proceeds | 291,049 | ||
Less: transaction costs | (11,173) | ||
Less: other Osprey transaction costs | $ (15,831) |
Reverse Recapitalization - Comm
Reverse Recapitalization - Common Stock Outstanding (Details) - shares | Sep. 09, 2021 | Sep. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock shares outstanding (in shares) | 31,625,000 | 113,324,000 | 34,692,000 | |
Total Merger, PIPE, and Palantir financing class A common stock | 34,584,000 | |||
Private Placement | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Class A common stock issued in PIPE and Palantir financing | 18,800,000 | |||
Osprey Technology Acquisition Corp. | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock shares outstanding (in shares) | 10,250,000 | |||
Less: redemption of Osprey class A common stock | (21,375,000) | |||
Osprey Technology Acquisition Corp. | Founders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Osprey Founder class A common stock | 5,534,000 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Millions | Sep. 30, 2021USD ($) |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 36.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 11.7 |
Expected timing of satisfaction | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 23.1 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 1.6 |
Expected timing of satisfaction |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 7,937 | $ 5,317 | $ 22,596 | $ 14,728 |
U.S. federal government and agencies | Customer Concentration Risk | Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,590 | 3,831 | 18,897 | 11,699 |
Commercial and other | Customer Concentration Risk | Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,347 | 1,486 | 3,699 | 3,029 |
Point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,104 | 2,128 | 7,565 | 3,300 |
Transferred over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,833 | 3,189 | 15,031 | 11,428 |
US | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,704 | 3,875 | 19,063 | 11,853 |
Middle East | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 607 | 1,249 | 1,987 | 2,446 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 343 | 183 | 1,113 | 397 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 283 | 10 | 433 | 32 |
Imagery | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,773 | 814 | 5,621 | 1,222 |
Data, Software and Analytics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,756 | 4,720 | 12,023 | 12,038 |
Engineering and Integration | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,408 | $ (217) | $ 4,952 | $ 1,468 |
Revenues - Disaggregation of Ac
Revenues - Disaggregation of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Total accounts receivable | 4,909 | 2,903 |
Commercial and other | Customer Concentration Risk | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable before allowance for credit loss | 325 | 1,568 |
U.S. federal government and agencies | Customer Concentration Risk | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable before allowance for credit loss | $ 4,584 | $ 1,335 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Components of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Unbilled revenue | $ 649 | $ 749 |
Other contract assets | 1,664 | 3,047 |
Total contract assets - current | 2,313 | 3,796 |
Total contract liabilities - current | 14,453 | 14,537 |
Long-term contract liabilities | 683 | 2,559 |
Contract Comission | ||
Disaggregation of Revenue [Line Items] | ||
Total contract liabilities - current | 254 | 507 |
Services Minus Contract Commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total contract liabilities - current | $ 14,199 | $ 14,030 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Changes in Short-term and Long-term Contracts (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract Assets | |
Contract Assets, Beginning balance | $ 3,796 |
Reclassification of the beginning contract assets to receivables | (740) |
Cumulative catch-up adjustment arising from changes in estimates of transaction price | 0 |
Changes of contract costs | 743 |
Contract Assets, Ending balance | 2,313 |
Contract Liabilities | |
Contract Liability, Beginning balance | 17,096 |
Reclassification of the beginning contract liabilities to revenue | (8,375) |
Cash payments in advance of revenue recognition | 8,268 |
Cumulative catch-up adjustment arising from changes in estimates of transaction price | (1,663) |
Changes of contract costs | (190) |
Contract Liability, Ending balance | $ 15,136 |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |||||
Current assets | $ 210,375 | $ 210,375 | $ 18,237 | ||
Total assets | 323,672 | 323,672 | 119,915 | ||
Current liabilities | 27,394 | 27,394 | 55,443 | ||
Total liabilities | 170,875 | 170,875 | 152,728 | ||
Income Statement [Abstract] | |||||
Revenue | 7,937 | $ 5,317 | 22,596 | $ 14,728 | |
Net income/(loss) | (46,897) | (14,422) | (251,038) | (9,145) | |
LeoStella and X-Bow | |||||
Equity Method Investment, Summarized Financial Information [Abstract] | |||||
Current assets | 73,494 | 73,494 | 64,355 | ||
Non-current assets | 6,305 | 6,305 | 7,468 | ||
Total assets | 79,799 | 79,799 | 71,823 | ||
Current liabilities | 59,139 | 59,139 | 57,040 | ||
Non-current liabilities | 896 | 896 | 6,589 | ||
Total liabilities | 60,035 | 60,035 | $ 63,629 | ||
Income Statement [Abstract] | |||||
Revenue | 3,494 | 9,604 | 24,212 | 12,946 | |
Gross margin | 553 | 1,381 | 7,110 | 1,924 | |
Net income/(loss) | $ (1,590) | $ 184 | $ 570 | $ (1,494) |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2017 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Investment in equity method investees | $ 4,070 | $ 4,070 | $ 3,277 | |||
Customer advances | 15,136 | 15,136 | 17,096 | |||
Equity Method Investee | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Revenue from related parties | 3,500 | $ 9,600 | 20,900 | $ 12,900 | ||
LeoStella and X-Bow | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Inventory, net | 41,100 | 41,100 | 47,300 | |||
Customer advances | 52,500 | 52,500 | 51,400 | |||
Difference between carrying amount and underlying equity | $ 600 | 600 | $ 500 | |||
LeoStella | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Payments remitted | $ 15,000 | $ 8,200 | ||||
Ownership percentage | 50.00% | 50.00% | ||||
X-Bow | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 17.90% | 17.90% | ||||
Shares purchased during period | 13.5 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($) | Apr. 01, 2021USD ($) | Mar. 20, 2021USD ($)tranche | Jun. 12, 2020USD ($) | Apr. 30, 2021USD ($) | Sep. 30, 2021USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Ownership percentage disposed | 100.00% | |||||
Spaceflight Inc. | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Final purchase price | $ 31,600 | |||||
Amount of debt extinguishment | 26,000 | |||||
Accrued interest writeoff | 200 | |||||
Accrued interest forgiveness | $ 500 | |||||
Settlement of consideration | $ 6,800 | |||||
Number of settlement tranches | tranche | 2 | |||||
Amount awarded to other party tranche one | $ 2,000 | |||||
Contractual refund | $ 3,900 | |||||
Contractual refund settled with cash | $ 819 | |||||
Working capital adjustment | $ 1,000 | |||||
Spaceflight Inc. | Forecast | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amount awarded to other party tranche two | $ 4,800 |
Discontinued Operations - Compo
Discontinued Operations - Components of Gain From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Major classes of line items constituting gain from discontinued operations: | ||||
Loss from discontinued operations, before income taxes. | $ 0 | $ (511) | $ (1,022) | $ 28,449 |
(Loss)/gain on disposal of discontinued operations | (1,022) | 30,672 | ||
Total (loss)/gain from discontinued operations, net of income taxes | 0 | (511) | (1,022) | 28,449 |
Spaceflight Inc. | ||||
Major classes of line items constituting gain from discontinued operations: | ||||
Revenue - launch services | 0 | 0 | 0 | 26,925 |
Total operating cost and expenses | 0 | 511 | 0 | 29,129 |
Operating loss | 0 | (511) | 0 | (2,204) |
Loss from discontinued operations, before income taxes. | 0 | (511) | 0 | (2,223) |
(Loss)/gain on disposal of discontinued operations | 0 | 0 | (1,022) | 30,672 |
Total (loss)/gain from discontinued operations, net of income taxes | $ 0 | $ (511) | $ (1,022) | $ 28,449 |
Property And Equipment_net - Su
Property And Equipment—net - Summary of Property and Equipment—net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 47,111 | $ 38,203 |
Less accumulated depreciation | (25,408) | (17,351) |
Property and equipment - net | 21,703 | 20,852 |
Satellites | ||
Property, Plant and Equipment [Line Items] | ||
Total | 41,380 | 32,340 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,567 | 1,315 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | 870 | 1,388 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 653 | 434 |
Site equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,377 | 1,311 |
Ground station equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,264 | $ 1,415 |
Property And Equipment_net - Na
Property And Equipment—net - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | May 15, 2021satellite | |
Property, Plant and Equipment [Line Items] | ||||||
Number of satellites impaired | satellite | 2 | |||||
Satellite impairment loss | $ 0 | $ 18,400 | $ 0 | $ 18,407 | $ 0 | |
Property, plant and equipment disposed of | 800 | |||||
Loss on disposal of property and equipment | 24 | 0 | ||||
Continuing Operations | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 3,200 | $ 2,400 | $ 8,800 | $ 5,400 | ||
Satellite Procurement Work In Progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Satellite impairment loss | $ 8,400 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 0.3 | $ 0.3 | $ 1 | $ 1 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 9,393 | $ 9,393 |
Accumulated impairment losses | 0 | 0 |
Net carrying value of goodwill | $ 9,393 | $ 9,393 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Carrying Amounts of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,910 | $ 10,903 |
Accumulated Amortization | (8,093) | (7,072) |
Net Carrying Amount | 2,817 | 3,831 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,530 | 6,530 |
Accumulated Amortization | (3,910) | (3,489) |
Net Carrying Amount | 2,620 | 3,041 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 326 | 326 |
Accumulated Amortization | (326) | (326) |
Net Carrying Amount | 0 | 0 |
Technology and domain name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,054 | 4,047 |
Accumulated Amortization | (3,857) | (3,257) |
Net Carrying Amount | $ 197 | $ 790 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,055 | $ 4,177 |
Accrued payroll | 3,006 | 2,577 |
Other accrued expenses | 5,179 | 1,212 |
Total accounts payable and accrued liabilities | $ 10,240 | $ 7,966 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Warrant liability | $ 0 | $ 558 |
Other current liabilities | 163 | 28 |
Current portion of capital lease | 49 | 48 |
Contingent liability | 1,432 | 0 |
Working capital liability | 1,057 | 6,805 |
Total other current liabilities | $ 2,701 | $ 7,439 |
Other Current Liabilities - Nar
Other Current Liabilities - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Other Liabilities Disclosure [Abstract] | |
Payments for working capital liability | $ 2.8 |
Working capital, contract refund | 3.9 |
Working capital, accounts receivable adjustment | $ 1 |
Debt and Other Financing - Outs
Debt and Other Financing - Outstanding Debt Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Current portion of long-term debt | $ 0 | $ 16,798 |
Non-current portion of long-term debt | 81,237 | 86,637 |
Total long-term debt | 81,237 | 103,435 |
Unamortized debt issuance cost | (3,215) | (1,827) |
Outstanding balance | $ 78,022 | $ 101,608 |
Debt and Other Financing - Debt
Debt and Other Financing - Debt Instrument Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 81,237 | $ 103,435 |
Loans Payable | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.86% | |
Total | $ 0 | 3,600 |
Loans Payable | Affiliated Entity | ||
Debt Instrument [Line Items] | ||
Total | $ 81,237 | 83,737 |
Loans Payable | Affiliated Entity | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.00% | |
Loans Payable | Affiliated Entity | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.00% | |
Line of credit | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.65% | |
Total | $ 0 | $ 16,098 |
Debt and Other Financing - Lega
Debt and Other Financing - Legacy BlackSky Class A Common Stock Schedule (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Debt Conversion [Line Items] | |
Legacy BlackSky Class A Common Stock (in shares) | 20,343,000 |
Legacy BlackSky Class A Common Stock Warrants (in shares) | 3,924,000 |
Issued to SVB guarantors | |
Debt Conversion [Line Items] | |
Legacy BlackSky Class A Common Stock (in shares) | 8,485,000 |
Legacy BlackSky Class A Common Stock Warrants (in shares) | 0 |
Issued in connection with the initial tranche of Bridge Notes | |
Debt Conversion [Line Items] | |
Legacy BlackSky Class A Common Stock (in shares) | 11,544,000 |
Legacy BlackSky Class A Common Stock Warrants (in shares) | 3,873,000 |
Issued as incentive shares and as incentive warrants, in connection with the Rights Offering | |
Debt Conversion [Line Items] | |
Legacy BlackSky Class A Common Stock (in shares) | 314,000 |
Legacy BlackSky Class A Common Stock Warrants (in shares) | 51,000 |
Debt and Other Financing - Narr
Debt and Other Financing - Narrative (Details) $ in Thousands | Sep. 09, 2021USD ($) | Feb. 03, 2021USD ($)tranche | Jun. 30, 2021USD ($) | Feb. 28, 2021USD ($)tranche | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)tranche | Sep. 30, 2020USD ($) | Feb. 18, 2021USD ($) | Feb. 02, 2021 | Dec. 31, 2020USD ($) | Oct. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Number of tranches | tranche | 2 | 2 | 3 | ||||||||||
Proceeds from convertible debt | $ 58,600 | ||||||||||||
Debt payments | $ 21,400 | $ 22,198 | $ 0 | ||||||||||
Repayments of line of credit | 16,100 | ||||||||||||
Repayments of SBA paycheck protection program loan | 3,500 | ||||||||||||
Repayments of other debt | 1,800 | ||||||||||||
Loss/(gain) on debt extinguishment | $ 12 | 75 | (284) | ||||||||||
Long-term debt, fair value | $ 78,500 | 78,500 | $ 79,700 | ||||||||||
Intelsat Jackson Holdings SA | Debt Instrument, Interest Rate Period One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4.00% | ||||||||||||
Intelsat Jackson Holdings SA | Debt Instrument, Interest Rate Period Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 9.00% | ||||||||||||
Intelsat Jackson Holdings SA | Debt Instrument, Interest Rate Period Three | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Intelsat Jackson Holdings SA | Debt Instrument, Interest Rate Period Four | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4.00% | ||||||||||||
Legacy BlackSky | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6.00% | ||||||||||||
Notes payable, related parties | $ 10,000 | ||||||||||||
Line of credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term line of credit | $ 16,100 | ||||||||||||
Bridge Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss/(gain) on debt extinguishment | $ 75 | $ 0 | $ 75 | $ 0 | |||||||||
Bridge Notes | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible debt, maximum amount authorized for future issuance | $ 60,000 | ||||||||||||
Debt instrument, face amount | 500 | $ 18,100 | 500 | $ 40,000 | |||||||||
Debt conversion, shares ratio | 7 | ||||||||||||
Convertible debt, remaining amount | 1,900 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Threshold percentage of stock price trigger | 80.00% | ||||||||||||
Bridge Notes Payable Tranche One | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 18,100 | ||||||||||||
Debt conversion, shares ratio | 7 | ||||||||||||
Debt conversion, warrants issued, factor amount | $ 1,000 | ||||||||||||
Bridge Notes Payable Tranche One | Convertible Debt | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion, warrants issued, percent | 0.14% | ||||||||||||
Bridge Notes Payable Tranche One | Convertible Debt | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion, warrants issued, percent | 3.50% | ||||||||||||
Bridge Notes Payable Tranche Two | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 40,000 | ||||||||||||
Bridge Notes Payable Tranche Three | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 500 | $ 500 | |||||||||||
Debt conversion, shares ratio | 7 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 17, 2021tradingDay$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Feb. 03, 2021$ / shares |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 0.11 | $ 0.11 | |
Warrants term | 10 years | ||
Derivative liability | $ | $ 0 | ||
Warrant, tranche two, exercise price (in dollars per share) | $ 9.20 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | |
Number of warrants issued (in shares) | shares | 15,812,500 | ||
Number of securities called by each warrant or right (in shares) | shares | 1 | ||
Redemption price (in dollars per share) | $ 0.01 | $ 18 | |
Number of shares (in shares) | shares | 15,813,000 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Number of warrants issued (in shares) | shares | 8,325,000 | ||
Warrants holding period | 30 days | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | 11.50 | |
Number of warrants exercisable (in shares) | shares | 4,162,500 | ||
Redemption price (in dollars per share) | $ 18 | ||
Number of shares (in shares) | shares | 4,163,000 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 20 | ||
Number of warrants exercisable (in shares) | shares | 4,162,500 | 4,162,500 | |
Trading price (in dollars per share) | $ 20 | ||
Redemption price (in dollars per share) | $ 18 | ||
Number of shares (in shares) | shares | 4,163,000 | ||
Common Class A | |||
Class of Warrant or Right [Line Items] | |||
Conditional exercise price of warrants (in dollars per share) | $ 18 | ||
Threshold consecutive trading days | tradingDay | 20 | ||
Threshold trading days | tradingDay | 30 | ||
Number of shares (in shares) | shares | 1,800,000 |
Warrants - Summary Schedule (De
Warrants - Summary Schedule (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | ||
Sep. 30, 2021 | Feb. 17, 2021 | Feb. 03, 2021 | |
Class of Warrant or Right [Line Items] | |||
Exercise Price (in dollars per share) | $ 0.11 | $ 0.11 | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of shares (in shares) | 15,813 | ||
Exercise Price (in dollars per share) | $ 11.50 | $ 11.50 | |
Redemption Price (in dollars per share) | $ 18 | 0.01 | |
Gain/(loss) in value from September 9, 2021 (close of the Merger) to September 30, 2021 (in thousands) | $ 4,902 | ||
Fair Value at September 30, 2021 (in thousands) | $ 24,193 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of shares (in shares) | 4,163 | ||
Exercise Price (in dollars per share) | $ 11.50 | $ 11.50 | |
Redemption Price (in dollars per share) | $ 18 | ||
Gain/(loss) in value from September 9, 2021 (close of the Merger) to September 30, 2021 (in thousands) | $ 1,956 | ||
Fair Value at September 30, 2021 (in thousands) | $ 9,449 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of shares (in shares) | 4,163 | ||
Exercise Price (in dollars per share) | $ 20 | ||
Redemption Price (in dollars per share) | $ 18 | ||
Gain/(loss) in value from September 9, 2021 (close of the Merger) to September 30, 2021 (in thousands) | $ 583 | ||
Fair Value at September 30, 2021 (in thousands) | $ 2,914 |
Other (Expense)_Income - Schedu
Other (Expense)/Income - Schedule of Other (Expense)/Income (Details) - USD ($) $ in Thousands | Sep. 09, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Conversion [Line Items] | |||||
Gain on debt extinguishment | $ (12) | $ (75) | $ 284 | ||
Debt issuance costs expensed for debt carried at fair value | $ 0 | $ 0 | (47,718) | 0 | |
Transaction costs associated with derivative liabilities | (291) | 0 | (291) | 0 | |
Other | 1 | (155) | 18 | 126 | |
Other (expense)/income, net | (365) | (155) | (147,735) | 126 | |
Loss on issuance of Bridge Notes tranche one | |||||
Debt Conversion [Line Items] | |||||
Loss on conversion of debt | 0 | 0 | (84,291) | 0 | |
Loss on issuance of Bridge Notes tranche two | |||||
Debt Conversion [Line Items] | |||||
Loss on conversion of debt | 0 | 0 | (12,185) | 0 | |
Loss on issuance of Bridge Notes Rights Offering | |||||
Debt Conversion [Line Items] | |||||
Loss on conversion of debt | 0 | 0 | (3,193) | 0 | |
Bridge Notes | |||||
Debt Conversion [Line Items] | |||||
Gain on debt extinguishment | $ (75) | $ 0 | $ (75) | $ 0 |
Other (Expense)_Income -Narrati
Other (Expense)/Income -Narrative (Details) $ in Thousands | Feb. 18, 2021USD ($) | Feb. 03, 2021USD ($)trancheshares | Feb. 28, 2021USD ($)trancheshares | Sep. 30, 2021USD ($)trancheshares | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | ||||||
Number of tranches | tranche | 2 | 2 | 3 | |||
Issuance costs for derivative liabilities and debt carried at fair value | $ 6,238 | $ 108 | ||||
Issued as incentive shares and as incentive warrants, in connection with the Rights Offering | ||||||
Debt Instrument [Line Items] | ||||||
Loss on conversion of debt | $ (3,000) | |||||
Bridge Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of bridge notes and accrued interest into common stock | $ 77,097 | |||||
Debt issuance costs, net | $ 47,600 | $ 100 | ||||
Debt issuance costs, shares issued | shares | 8,500,000 | |||||
Debt issuance costs, value of shares issued | $ 43,900 | |||||
Issuance costs for derivative liabilities and debt carried at fair value | 3,700 | |||||
Bridge Notes | Issued in connection with the initial tranche of Bridge Notes | ||||||
Debt Instrument [Line Items] | ||||||
Loss on conversion of debt | $ (84,300) | |||||
Bridge Notes | Loss on issuance of Bridge Notes tranche two | ||||||
Debt Instrument [Line Items] | ||||||
Loss on conversion of debt | $ (12,200) | |||||
Bridge Notes | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of bridge notes and accrued interest into common stock (in shares) | shares | 11,500,000 | 7,736,000 | ||||
Conversion of bridge notes and accrued interest into common stock | $ 59,800 | $ 1 | ||||
Bridge Notes | Common Stock warrants | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of bridge notes and accrued interest into common stock (in shares) | shares | 3,900,000 | |||||
Warrants issued during period, value | $ 18,400 | |||||
Bridge Notes | Incentive Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of bridge notes and accrued interest into common stock (in shares) | shares | 300,000 | |||||
Conversion of bridge notes and accrued interest into common stock | $ 2,600 | |||||
Bridge Notes | Incentive Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of bridge notes and accrued interest into common stock (in shares) | shares | 51,000 | |||||
Conversion of bridge notes and accrued interest into common stock | $ 500 | |||||
Bridge Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 40,000 | 18,100 | 500 | |||
Debt instrument fair value | $ 52,200 | $ 24,200 | $ 600 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Shares Reserved For Issuance (Details) - Common Stock - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common Stock reserved | 183,884,000 | 29,588,000 |
Common Stock warrants | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 1,770,000 | 12,312,000 |
Stock options | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 2,344,000 | 3,489,000 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 9,158,000 | 0 |
Public Warrants (as exercised for class A common stock) treated as liability | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 15,813,000 | 0 |
Private Placement Warrants (as exercised for class A common stock) treated as liability | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 8,325,000 | 0 |
Reserved Shares | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 146,474,000 | 13,787,000 |
Stockholders' Equity - Sponsor
Stockholders' Equity - Sponsor Earn Out Shares (Details) | 9 Months Ended |
Sep. 30, 2021tradingDaysatellite$ / shares | |
Equity [Abstract] | |
Earn-Out Shares contractual life | 7 years |
Earn Out Shares with release provision terms volume weighted average price per share (in dollars per share) | $ / shares | $ 15 |
Earn-Out Shares, volume weighted average price per share (in dollars per share) | $ / shares | $ 17.50 |
Earn Out Shares with release provision terms number of trading days | tradingDay | 10 |
Earn-Out Shares with release provision terms number of consecutive trading days | tradingDay | 20 |
Earn-Out Shares threshold consecutive trading days | satellite | 20 |
Earn Out Shares expiration term | 7 years |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 08, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 300,000,000 | 65,169,000 | |
Preferred stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 116,116,000 | 35,582,000 | |
Common stock shares outstanding (in shares) | 113,324,000 | 31,625,000 | 34,692,000 |
Earn Out shares | 2,400,000 | ||
Sponsor earn-out shares | |||
Class of Stock [Line Items] | |||
Financial liabilities | $ 15,400 | ||
Loss on fair value adjustment | $ 2,200 |
Net (Loss)_Income Per Share o_3
Net (Loss)/Income Per Share of Class A Common Stock - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Loss from continuing operations | $ (46,897) | $ (13,911) | $ (250,016) | $ (37,594) |
(Loss)/gain from discontinued operation | 0 | (511) | (1,022) | 28,449 |
Net loss | $ (46,897) | $ (14,422) | $ (251,038) | $ (9,145) |
Basic: | ||||
Basic net loss per share - continuing operations (in dollars per share) | $ (0.67) | $ (0.41) | $ (4.29) | $ (1.16) |
Basic net (loss)/income per share - discontinued operations (in dollars per share) | 0 | (0.01) | (0.02) | 0.87 |
Net loss per share of common stock (in dollars per share) | (0.67) | (0.42) | (4.31) | (0.29) |
Diluted: | ||||
Diluted net loss per share - continuing operations (in dollars per share) | (0.67) | (0.41) | (4.29) | (1.16) |
Diluted net (loss)/income per share - discontinued operations (in dollars per share) | 0 | (0.01) | (0.02) | 0.87 |
Net loss per share of common stock (in dollars per share) | $ (0.67) | $ (0.42) | $ (4.31) | $ (0.29) |
Basic weighted average number of shares outstanding | 69,975 | 34,258 | 58,297 | 32,515 |
Diluted weighted average common shares outstanding | 69,975 | 34,258 | 58,297 | 32,515 |
Net (Loss)_Income Per Share o_4
Net (Loss)/Income Per Share of Class A Common Stock - Potentially Dilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted class A common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 420 | 1,022 | 420 | 1,022 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 9,158 | 0 | 9,158 | 0 |
Common Stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,770 | 12,312 | 1,770 | 12,312 |
Public Warrants (as exercised for class A common stock) treated as liability | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 15,813 | 0 | 15,813 | 0 |
Private Placement Warrants (as exercised for class A common stock) treated as liability | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 8,325 | 0 | 8,325 | 0 |
Sponsor earn-out shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,372 | 0 | 2,372 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,344 | 3,561 | 2,344 | 3,561 |
Net (Loss)_Income Per Share o_5
Net (Loss)/Income Per Share of Class A Common Stock - Narrative (Details) - $ / shares shares in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Feb. 17, 2021 | Feb. 03, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 0.11 | $ 0.11 | |
Public and Private Placement Warrants | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Potentially dilutive securities excluded | 24,100 | ||
Percent of fully diluted outstanding common shares | 16.00% | ||
Private Placement Warrants | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | |
Private Placement Warrants | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 20 | ||
Trading price (in dollars per share) | $ 20 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2021planshares | Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, number of plans | plan | 2 | |
Stock-based compensation, award vesting period | 4 years | |
Stock-based compensation, expiration period | 10 years | |
Stock-based compensation, outstanding number of shares (in shares) | 2,344,000 | 3,489,000 |
2011 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, outstanding number of shares (in shares) | 41,000 | |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, outstanding number of shares (in shares) | 2,300,000 | |
2021 Equity Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, number of shares authorized (in shares) | 15,000,000 | |
Number of additional shares authorized | 13,100,000 | |
2021 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, number of shares authorized (in shares) | 3,000,000 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocated Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 28,493 | $ 550 | $ 29,265 | $ 1,692 |
Imagery & software analytical service costs, excluding depreciation and amortization | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,898 | 0 | 2,949 | 0 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 25,595 | $ 550 | $ 26,316 | $ 1,692 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options, Weighted-Average Assumption (Details) | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Fair value per common share (in USD per share) | $ 0.0121 |
Weighted-average risk-free interest rate | 0.83% |
Volatility | 65.00% |
Expected term (in years) | 2 years 6 months |
Dividend rate | 0.00% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Options, Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Options | |
Options outstanding, beginning balance (in shares) | shares | 3,489 |
Options granted (in shares) | shares | 0 |
Options exercised (in shares) | shares | (969) |
Options forfeited (in shares) | shares | (176) |
Options outstanding, ending balance (in shares) | shares | 2,344 |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, outstanding, beginning balance (in USD per share) | $ / shares | $ 0.2160 |
Weighted-Average Exercise Price, granted (in USD per share) | $ / shares | 0 |
Weighted-Average Exercise Price, exercised (in USD per share) | $ / shares | 0.1030 |
Weighted-Average Exercise Price, forfeited (in USD per share) | $ / shares | 0.1507 |
Weighted-Average Exercise Price, outstanding, ending balance (in USD per share) | $ / shares | $ 0.2500 |
Stock Options, Additional Disclosures | |
Weighted-Average Remaining Contractual Term, outstanding (in years) | 7 years 8 months 12 days |
Aggregate Intrinsic Value, outstanding | $ | $ 23,670 |
Options exercisable (in shares) | shares | 1,241 |
Weighted-Average Exercise Price, exercisable (in USD per share) | $ / shares | $ 0.4367 |
Weighted-Average Remaining Contractual Term, exercisable (in years) | 7 years 2 months 12 days |
Aggregate Intrinsic Value, exercisable | $ | $ 12,302 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Options (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation, intrinsic value of awards exercised | $ 2,400 | $ 300 | $ 6,800 | $ 400 |
Stock-based compensation, fair value of awards vested | 600 | 600 | ||
Total stock-based compensation expense | 28,493 | $ 550 | 29,265 | $ 1,692 |
Stock-based compensation, cost unrecognized | $ 500 | $ 500 | ||
Stock-based compensation, cost unrecognized, period for recognition | 1 year 1 month 6 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, award vesting period | 4 years | |
Stock-based compensation, cost unrecognized, period for recognition | 1 year 1 month 6 days | |
Restricted Stock Awards (RSA) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, cost unrecognized | $ 98 | |
Stock-based compensation, cost unrecognized, period for recognition | 1 year 6 months | |
Stock-based compensation, grant date fair value of awards vested | $ 6 | |
Minimum | Restricted Stock Awards (RSA) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, award vesting period | 3 years | |
Maximum | Restricted Stock Awards (RSA) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, award vesting period | 4 years |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Awards, Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock Awards | |
Restricted Stock nonvested, ending balance (in shares) | 3,900 |
Restricted class A common stock | |
Restricted Stock Awards | |
Restricted Stock nonvested, beginning balance (in shares) | 891 |
Restricted Stock Awards granted (in shares) | 0 |
Restricted Stock Awards vested (in shares) | (461) |
Restricted Stock Awards canceled (in shares) | (10) |
Restricted Stock nonvested, ending balance (in shares) | 420 |
Weighted-Average Grant-Date Fair Value | |
Weighted Average Grant Date Fair Value, nonvested, beginning balance (in USD per share) | $ / shares | $ 0.0121 |
Weighted Average Grant Date Fair Value, granted (in USD per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value, vested (in USD per share) | $ / shares | 0.0121 |
Weighted Average Grant Date Fair Value, canceled (in USD per share) | $ / shares | 0.0121 |
Weighted Average Grant Date Fair Value, nonvested, ending balance (in USD per share) | $ / shares | $ 0.0121 |
Stock-Based Compensation - Re_3
Stock-Based Compensation - Restricted Stock Units, 2014 Plan (Details) - shares shares in Thousands | 1 Months Ended | 9 Months Ended | |||
Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation, award vesting period | 4 years | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted Stock Units granted (in shares) | 9,348 | ||||
Certain employees and service providers | Restricted stock units | 2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted Stock Units granted (in shares) | 285 | 164 | 8,533 | 9,348 | |
Certain employees and service providers | Restricted stock units | 2014 Plan | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 25.00% | 25.00% | 50.00% | ||
Stock-based compensation, award vesting period | 180 days | 180 days | 180 days | ||
Certain employees and service providers | Restricted stock units | 2014 Plan | Share-based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 75.00% | 50.00% | |||
Award vesting rights percentage, tranche one | 75.00% | ||||
Award vesting rights percentage, tranche two | 25.00% | ||||
Certain employees and service providers | March 2021 First Issuance Restricted stock units | 2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted Stock Units granted (in shares) | 229 | ||||
Certain employees and service providers | March 2021 First Issuance Restricted stock units | 2014 Plan | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 50.00% | ||||
Stock-based compensation, award vesting period | 180 days | ||||
Certain employees and service providers | March 2021 First Issuance Restricted stock units | 2014 Plan | Share-based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 50.00% | ||||
Certain employees and service providers | March 2021 Second Issuance Restricted stock units | 2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted Stock Units granted (in shares) | 137 | ||||
Certain employees and service providers | March 2021 Second Issuance Restricted stock units | 2014 Plan | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 25.00% | ||||
Certain employees and service providers | March 2021 Second Issuance Restricted stock units | 2014 Plan | Share-based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 50.00% | ||||
Certain employees and service providers | March 2021 Second Issuance Restricted stock units | 2014 Plan | Share-based Payment Arrangement, Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 25.00% | ||||
Stock-based compensation, award vesting period | 12 months |
Stock-Based Compensation - Re_4
Stock-Based Compensation - Restricted Stock Units, Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock Units | |
Restricted Stock nonvested, ending balance (in shares) | 3,900 |
Restricted stock units | |
Restricted Stock Units | |
Restricted Stock nonvested, beginning balance (in shares) | 0 |
Restricted Stock Units granted (in shares) | 9,348 |
Restricted Stock Units vested (in shares) | (103) |
Restricted Stock Units canceled (in shares) | (88) |
Restricted Stock nonvested, ending balance (in shares) | 9,158 |
Weighted-Average Grant-Date Fair Value | |
Weighted Average Grant Date Fair Value, nonvested, beginning balance (in USD per share) | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, granted (in USD per share) | $ / shares | 7.0844 |
Weighted Average Grant Date Fair Value, vested (in USD per share) | $ / shares | 8.0407 |
Weighted Average Grant Date Fair Value, canceled (in USD per share) | $ / shares | 7.0633 |
Weighted Average Grant Date Fair Value, nonvested, ending balance (in USD per share) | $ / shares | $ 7.0738 |
Stock-Based Compensation - Re_5
Stock-Based Compensation - Restricted Stock Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 28,493 | $ 550 | $ 29,265 | $ 1,692 |
Stock-based compensation, cost unrecognized, period for recognition | 1 year 1 month 6 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation, cost unrecognized | $ 37,100 | $ 37,100 | ||
Stock-based compensation, cost unrecognized, period for recognition | 2 years 4 months 24 days |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of liabilities at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 0 | |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 24,193 | $ 0 |
Level 1 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 24,193 | |
Level 1 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 1 | Fair Value, Recurring | Sponsor Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 1 | Fair Value, Recurring | Series B Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 1 | Fair Value, Recurring | Series C Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Fair Value, Recurring | Sponsor Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Fair Value, Recurring | Series B Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Fair Value, Recurring | Series C Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 27,781 | 558 |
Level 3 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Level 3 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 12,363 | |
Level 3 | Fair Value, Recurring | Sponsor Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 15,418 | |
Level 3 | Fair Value, Recurring | Series B Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 508 | |
Level 3 | Fair Value, Recurring | Series C Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 50 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of change sin the fair value of Level 3 liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Bridge Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Issuance of financial instruments carried at fair value | 0 |
Liability recorded at fair value | 77,033 |
Loss/(gain) from changes in fair value | 64 |
Settlement | (77,097) |
Ending balance | 0 |
Consent Fee Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Issuance of financial instruments carried at fair value | 0 |
Liability recorded at fair value | 2,715 |
Loss/(gain) from changes in fair value | (251) |
Settlement | (2,464) |
Ending balance | 0 |
Sponsor Shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Issuance of financial instruments carried at fair value | 0 |
Liability recorded at fair value | 17,659 |
Loss/(gain) from changes in fair value | (2,241) |
Settlement | 0 |
Ending balance | 15,418 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Issuance of financial instruments carried at fair value | 0 |
Liability recorded at fair value | 14,902 |
Loss/(gain) from changes in fair value | (2,539) |
Settlement | 0 |
Ending balance | 12,363 |
Class A Common Stock Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Issuance of financial instruments carried at fair value | 18,800 |
Liability recorded at fair value | 0 |
Loss/(gain) from changes in fair value | 19,529 |
Settlement | (38,329) |
Ending balance | 0 |
Preferred Stock Warrant Series B and C | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 558 |
Issuance of financial instruments carried at fair value | |
Liability recorded at fair value | 0 |
Loss/(gain) from changes in fair value | 1,568 |
Settlement | (2,126) |
Ending balance | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | Sep. 08, 2021stockholderdemand | Sep. 30, 2021USD ($)satelliteLaunchsatellite |
Loss Contingencies [Line Items] | ||
Number of satellite launches | satelliteLaunch | 5 | |
Number of satellites | satellite | 10 | |
Long-term purchase committed amount | $ 16.1 | |
Launch delay period | 365 days | |
Remanifest effort period | 4 months | |
Payment period after invoice date | 15 days | |
Long-term purchase commitment remaining amount committed | $ 9.4 | |
Non-refundable committed amount | 2.2 | |
Luster v. Osprey Technology Acquisition Corp. | ||
Loss Contingencies [Line Items] | ||
Number of demands | demand | 6 | |
Number of stockholders | stockholder | 6 | |
Loss contingency accrual | $ 0.7 |
Commitment and Contingencies _2
Commitment and Contingencies - Estimated Indirect Tax Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Indirect Tax Liability Roll Forward [Roll Forward] | |
Indirect tax liability, Beginning balance | $ 921 |
Additions | 1,040 |
Payments | (162) |
Adjustment to Expense | (27) |
Indirect tax liability, Ending balance | $ 1,772 |
Concentrations, Risks, and Un_2
Concentrations, Risks, and Uncertainties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||||
Revenue | $ 7,937 | $ 5,317 | $ 22,596 | $ 14,728 | |
Accounts receivable | 4,909 | 4,909 | $ 2,903 | ||
Customer Concentration Risk | Continuing Operations | Revenue Benchmark | |||||
Concentration Risk [Line Items] | |||||
Revenue | 9,300 | 11,700 | |||
Customer Concentration Risk | Continuing Operations | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable | 3,200 | 3,200 | 2,000 | ||
Government Contracts Concentration Risk | Continuing Operations | Revenue Benchmark | |||||
Concentration Risk [Line Items] | |||||
Revenue | 18,900 | $ 11,700 | |||
Government Contracts Concentration Risk | Continuing Operations | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 4,600 | $ 4,600 | $ 1,300 |
Related Party Transactions -Nar
Related Party Transactions -Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Feb. 28, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Interest payable | $ 4,700 | |
Consent Fees | Seahawk and Intelsat | ||
Related Party Transaction [Line Items] | ||
Amounts of transaction | $ 2,500 | |
Former Co-Founders | ||
Related Party Transaction [Line Items] | ||
Repayments of related party debt | 2,500 | |
Interest payment | $ 25 |
Related Party Transactions - Re
Related Party Transactions - Related Party Transactions (Details) - USD ($) $ in Thousands, shares in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
X-Bow | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 17.90% | ||||
Affiliated Entity | Palantir Technologies Inc. | |||||
Related Party Transaction [Line Items] | |||||
Amount Due to Related Party | $ 0 | $ 0 | |||
Total payments | 375 | $ 0 | |||
Affiliated Entity | Palantir Technologies Inc. | Multi-Year Software Subscription Agreement | |||||
Related Party Transaction [Line Items] | |||||
Amounts of transaction | 8,000 | ||||
Investor | Seahawk | |||||
Related Party Transaction [Line Items] | |||||
Amount Due to Related Party | 19,198 | 19,198 | |||
Amount of debt extinguishment | $ 18,400 | ||||
Investor | Intelsat | |||||
Related Party Transaction [Line Items] | |||||
Amount Due to Related Party | 52,039 | 52,039 | |||
Debt instrument, face amount | $ 50,000 | ||||
Investor | Common Stock warrants | Seahawk | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued (in shares) | 13.5 | ||||
Investor | Common Stock warrants | Intelsat | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued (in shares) | 20.2 | ||||
Equity Method Investee | LeoStella | |||||
Related Party Transaction [Line Items] | |||||
Amount Due to Related Party | 0 | 8,012 | |||
Total payments | 15,060 | 8,205 | |||
Equity Method Investee | X-Bow | |||||
Related Party Transaction [Line Items] | |||||
Amount Due to Related Party | 0 | 750 | |||
Total payments | 1,865 | $ 3,079 | |||
Former Co-Founders | |||||
Related Party Transaction [Line Items] | |||||
Amount Due to Related Party | 10,000 | $ 12,500 | |||
Total payments | $ 2,500 | ||||
Former Co-Founders | Legacy BlackSky | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 12,500 | ||||
Stock repurchased during period (in shares) | 11.5 |