SPIR 8-K
Spire Global, Inc. (SPIR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On April 25, 2025, pursuant to the Purchase Agreement and in connection with the closing of the Transactions (each as defined below), Spire Global, Inc. (the “Company”) entered into a transition services agreement (the “TSA”) with Kpler Holding SA, a Belgian corporation (“Buyer”), pursuant to which the Company agreed to provide certain transitional services to Buyer for specified periods in exchange for Buyer’s payment of $7.5 million of services fees to the Company in 12 equal monthly installments following the effective date of the TSA, subject to a reduction of no more than $1.0 million of such fees upon early termination of the TSA. If the Company provides services pursuant to the TSA for more than 12 months, Buyer shall be obligated to pay the Company $437,500 per month if automatic identification system (AIS) data is provided and $83,333 per month if only other services are being provided. Buyer may extend the service term for a transitional service for up to three months upon no less than 30 days’ written notice and subject to mutual agreement of the parties as to incremental service fees.
In connection with the closing of the Transactions, on April 5, 2025, the Company, exactEarth Ltd. (“exactEarth”) and L3Harris Technologies, Inc. (“L3Harris”), entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”), pursuant to which, upon the closing of the Transactions, Buyer paid L3Harris $17.0 million (the “Settlement”) for full and complete resolution and release of all disputes asserted in connection with the Amended and Restated Satellite AIS Business Agreement between exactEarth and L3Harris. The Company and Buyer further agreed that the Company would contribute $7.0 million of the Settlement in the form of a reduction to the cash paid by Buyer to the Company at the closing of the Transactions.
The foregoing descriptions of the TSA and the Settlement Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the TSA and the Settlement Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
On April 25, 2025, the Company repaid with a portion of the proceeds of the Transactions all obligations and all amounts borrowed, and all obligations have terminated, under the Financing Agreement, dated as of June 13, 2022, by and between the Company, as borrower, Spire Global Subsidiary, Inc. and Austin Satellite Design, LLC, as guarantors, Blue Torch Finance LLC, a Delaware limited liability company, as administrative agent and collateral agent, and certain lenders (the “Financing Agreement”). The Company incurred approximately $2.8 million of exit fees and termination penalties in connection with the termination of the Financing Agreement. The description of the Financing Agreement contained in the Annual Report on Form 10-K/A filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 4, 2025 is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on November 13, 2024, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Buyer, pursuant to which the Company agreed to sell its maritime business (the “Maritime Business”) to Buyer. The Maritime Business includes, among other things, contracts with customers of the Company’s maritime AIS data tracking service (other than customers associated with the U.S. federal government), certain related supply agreements, personnel supporting the business, and the equity of exactEarth. It does not include any part of the Company’s satellite network or operations, which were retained following the transactions contemplated by the Purchase Agreement (the “Transactions”).
On April 25, 2025, pursuant to the Purchase Agreement, Buyer and its affiliates acquired the Maritime Business for approximately $233.5 million, before adjustments, including the $7.0 million reduction agreed to in connection with the Settlement.
As a result of the closing, the previously disclosed agreement between the Company and Buyer to resolve the litigation brought by the Company to specifically enforce the Purchase Agreement has become effective, pursuant to which the parties have mutually released certain claims related to the transaction and the Company has agreed to stipulate to the dismissal with prejudice of its complaint.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On April 25, 2025, the Company issued a press release announcing the completion of the Transactions. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of its website (www.ir.spire.com), its X account (@SpireGlobal), its Bluesky account (@spire.com) and LinkedIn page in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
Unaudited pro forma financial information of the Company as adjusted to give effect to the Transactions and the repayment in full of all amounts owed under the Financing Agreement and the loan agreement with the Strategic Innovation Fund is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
(d) Exhibits
Exhibits |
Description |
2.1 |
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10.1 |
Transition Services Agreement, dated April 25, 2025, between Kpler Holding SA and Spire Global, Inc. |
10.2 |
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99.1 |
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99.2 |
Unaudited Pro Forma Condensed Consolidated Financial Statements of Spire Global, Inc. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including information about the parties’ obligations pursuant to the TSA, our commitment to dismiss with prejudice our complaint against Buyer, management's view of the Company’s future expectations, plans and prospects, including our views regarding future execution within our business, and the opportunity we see in our industry, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of the Company to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are included in documents the Company files with the SEC, including but not limited to, the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, as well as subsequent reports filed with the SEC. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this Current
Report on Form 8-K are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SPIRE GLOBAL, INC. |
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Date: |
April 25, 2025 |
By: |
/s/ Theresa Condor |
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Name: Title: |
Theresa Condor |
Exhibit 10.1
Execution Version
Private and Confidential
TRANSITION SERVICES AGREEMENT
BY AND BETWEEN
SPIRE GLOBAL, INC.
AND
KPLER HOLDING SA
Dated as of April 25, 2025
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of April 25, 2025 (the “Effective Date”), by and between Spire Global, Inc., a Delaware corporation (“Seller Parent”), and Kpler Holding SA, a Belgian corporation (“Buyer”). Seller Parent and Buyer are referred to herein as a “Party” and, collectively, as the “Parties”.
RECITALS
A. Seller Parent and Buyer have entered into that certain Share Purchase Agreement, dated as of November 13, 2024 (the “Purchase Agreement”), pursuant to which, among other things, Seller Parent agreed to cause it and certain of its subsidiaries to sell, transfer and deliver to Buyer, and Buyer agreed to cause it and certain of its subsidiaries to purchase, acquire and accept, the Purchased Equity(as defined in the Purchase Agreement).
B. The Purchase Agreement contemplates and requires the execution and delivery by the Parties of this Agreement, pursuant to which Seller Parent shall provide, or cause to be provided, certain transitional services described in this Agreement, subject to the terms and conditions set forth in this Agreement.
C. Seller Parent is not in the business or providing Transitional Services to unaffiliated third parties but is willing to provide transitional services to the Business and the Target Companies as an accommodation to Buyer in connection with the execution of the Purchase Agreement in order to facilitate the operation of the Business and the Target Companies following Buyers’ acquisition of the Purchased Equity.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:
DEFINITIONS
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SERVICES
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3
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multiplied by
LIMITATIONS
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SECURITY
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TERM AND TERMINATION
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SERVICE MANAGERS/DISPUTE RESOLUTION
DATA AND INTELLECTUAL PROPERTY
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CONFIDENTIALITY
FEES AND PAYMENT
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DISCLAIMER OF WARRANTIES AND REPRESENTATIONS
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INDEMNIFICATION AND LIMITATION OF LIABILITY
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whether contingent or otherwise, against any amount owed, or claimed to be owed, by Buyer to Seller Parent under this Agreement, the Purchase Agreement or otherwise.
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FORCE MAJEURE
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PRE-CLOSING REORGANIZATION
[NOT USED]
MISCELLANEOUS
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The remainder of this page is intentionally left blank; signature page follows.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the Effective Date.
SPIRE GLOBAL, INC.
By: /s/ Theresa Condor
Name: Theresa Condor
Title: Chief Executive Officer
Signature Page to Transition Services Agreement
KPLER HOLDING SA
By: /s/ Francois Cazor
Name: Francois Cazor
Title: Director
Signature Page to Transition Services Agreement
Exhibit 10.2
Execution Version
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Confidential Settlement Agreement and Mutual Release (“Settlement Agreement”) is entered into between and among exactEarth Ltd., a Canadian corporation (“exactEarth”), L3Harris Technologies, Inc., successor to Harris Corporation, a Delaware corporation (“L3Harris”), and Spire Global, Inc., a Delaware corporation (“Spire”). The parties are referred to collectively as the “Parties” or singularly as a “Party” in this Settlement Agreement. In consideration of their respective promises, representations, warranties, and/or undertakings, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
RECITALS
WHEREAS, on January 20, 2020, exactEarth and L3Harris entered into the Amended and Restated Satellite AIS Business Agreement (the “Agreement”);
WHEREAS, on November 13, 2024, Spire and Kpler Holding SA (“Kpler”) entered into a Share Purchase Agreement (“SPA”);
WHEREAS, certain disputes have arisen related to the Agreement, including but not limited to claims by L3Harris that Spire is subject to the Agreement, that Spire and exactEarth violated the non-compete and revenue sharing provisions under the Agreement, and that Spire and exactEarth must get L3Harris’s consent to move forward with Spire’s proposed SPA transaction with Kpler, all of which Spire and exactEarth each deny (the “Disputes”); and
WHEREAS, to ensure the continued fulfillment of obligations under the Agreement notwithstanding the Disputes, the Parties wish to resolve the Disputes upon the terms, conditions and obligations set forth in this Settlement Agreement, without admitting any liability, fault, or wrongdoing.
TERMS
NOW, THEREFORE, in consideration of the covenants, conditions, and promises set forth herein, the Parties agree as follows:
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a. Settlement Payment. Spire and/or exactEarth shall pay or cause to be paid to L3Harris the sum of seventeen million U.S. dollars ($17,000,000.00) (the “Settlement Payment”) for full and complete resolution and release of all Disputes asserted in or connected with the Agreement. No interest shall accrue on the Settlement Payment.
ii. Payment Logistics. The Settlement Payment shall be made via wire transfer using the information provided below. L3Harris shall be responsible to provide written notice pursuant to the notice provisions identified herein if there are any changes to the banking information to be used for payments.
Bank: [***]
Bank Address: [***]
ABA Number: [***]
SWIFT: [***]
Account Number: [***]
Account Name: [***]
Beneficiary Address: [***]
iii. Cross-Border Taxes: Given the Settlement Payment will be made by Kpler (on behalf of exactEarth) consistent with 3(a)(ii) above, the Parties agree Kpler shall be responsible for any cross-border taxes associated with the Settlement Payment should a tax liability properly attributable to Kpler arise. For the avoidance of doubt, the Parties agree that in no event will Spire nor L3Harris be responsible for any cross-border taxes associated with the Settlement Payment.
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Nothing in this Section shall permit L3Harris to terminate performance under the Agreement in any respect prior to the Effective Date.
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If to Spire or exactEarth, via overnight delivery and email to:
8000 Towers Crescent Drive
Suite 1100
Vienna, Virginia 22182
Attention: Boyd Johnson
Kelly Loughery
Legal Department
Email: [***]
[***]
[***]
with a copy to (which shall not constitute notice):
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Attention: Jonathan Zimmerman
Brandon Mason
Kassendra Galindo
Email: [email protected]
[email protected]
If to L3Harris, via overnight deliver and email to:
1395 Troutman Boulevard, NE
Palm Bay, Florida 32905
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Attention: Jason Petrek, VP and General Counsel, SAS
Email: [***]
with a copy (which shall not constitute notice) to:
Attention: George Wiltshire, Sr. Director
Email: [***]
Each Party shall provide the other Parties with written notice, via certified mail or overnight delivery, if the foregoing contact information for notice changes.
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All of the above is agreed and accepted by those signing the signature page(s).
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the last date signed below.
exactEarth Ltd. By: /s/ Kelly Loughery Printed Name: Kelly Loughery Title: Director Date:
L3Harris Technologies, Inc. By: /s/ Sara M. Pagani Printed Name: Sara M. Pagani Title: Vice Present & Associate General Counsel - Litigation Date: April 25, 2025
Spire Global, Inc. By: /s/ Kelly Loughery Printed Name: Kelly Loughery Title: General Counsel Date: |
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Exhibit 99.1
Spire Global Completes Sale of Maritime Business; Debt Eliminated
VIENNA, VA, April 25, 2025 – Spire Global, Inc. (NYSE: SPIR) (“Spire” or “the Company”), a global provider of space-based data, analytics and space services, completed the previously announced sale of its maritime business to Kpler for approximately $233.5 million, before adjustments, plus a $7.5 million agreement for services over a twelve-month period, post close. Spire used the proceeds of the sale to retire all outstanding debt. The remaining proceeds will be used to invest in near-term growth opportunities.
Forward Looking Statements
This press release contains forward-looking statements, including information about Spire’s intended use of the proceeds of the sale of its maritime business to Kpler, management's view of Spire’s future expectations, plans and prospects, including management’s views regarding future execution within Spire’s business, and the opportunity management sees in Spire’s industry, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Spire to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are included in documents Spire files with the Securities and Exchange Commission, including but not limited to, Spire’s Annual Report on Form 10-K/A for the year ended December 31, 2024, as well as subsequent reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on Spire’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Spire cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Spire expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
About Spire Global, Inc.
Spire (NYSE: SPIR) is a global provider of space-based data, analytics and space services, offering unique datasets and powerful insights about Earth so that organizations can make decisions with confidence in a rapidly changing world. Spire builds, owns, and operates a fully deployed satellite constellation that observes the Earth in real time using radio frequency technology. The data acquired by Spire’s satellites provides global weather intelligence, ship and plane movements, and spoofing and jamming detection to better predict how their patterns impact economies, global security, business operations and the environment. Spire also offers Space as a Service solutions that empower customers to leverage its established infrastructure to put their business in space. Spire has nine offices across the U.S., Canada, UK, Luxembourg, Germany and Singapore. To learn more, visit spire.com.
Contacts
For Media:
Kristina Spychalski
Head of Communications
For Investors:
Benjamin Hackman
Head of Investor Relations
Exhibit 99.2
Spire Global, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
On April 25, 2025 Spire Global, Inc. (the “Company” or “Spire”) completed the previously announced divestiture of its Maritime Data Business Line (the “Maritime Business”) to Kpler Holding SA (the “Buyer”), a Belgian corporation for a purchase price of $233.5 million, less transaction costs, also subject to working capital adjustments and other customary closing adjustments under the terms of the Share Purchase Agreement dated November 13, 2024 (the “Transaction”). The Company has determined that the Maritime Business divested in the Transaction does not meet the definition of discontinued operations pursuant to Financial Accountings Standards Board Accounting Standards Codification 205 (ASC 205), “Presentation of Financial Statements."
The Maritime Business is engaged in aggregating, analyzing and delivering global vessel data obtained from space-based sensor networks for ship monitoring, ship safety and route optimization in the maritime industry. The Maritime Business includes, among other things, contracts with customers of the Company’s maritime AIS data tracking service (other than customers associated with the U.S. federal government), certain related supply agreements, personnel supporting the business, and the equity of exactEarth Ltd. Spire will retain its satellite network, technology and infrastructure and will continue to serve its aviation, weather and space services customers, along with the existing U.S. government portion of its maritime customer portfolio. The Share Purchase Agreement provides for the parties to enter into a Transition Services Agreement, pursuant to which the Seller will provide certain administrative and space-based technology data transition services to the Buyer for the period of time following the closing and a data supply agreement pursuant to which Buyer will provide certain data to the Company’s affiliate following the closing with regards to the retained customers associated with the U.S. federal government.
The Company used a portion of net proceeds from the Transaction to retire all outstanding debt and intends to use the remaining net proceeds from the Transaction for working capital needs, as well as in growth and innovation of its data analytics and service solutions.
The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the Transaction and resulting repayment of all outstanding debt. The unaudited pro forma condensed consolidated balance sheet gives pro forma effect to the Transaction as if it had been consummated on December 31, 2024. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024, gives effect to the Transaction as if it had occurred on January 1, 2024, which is the beginning of the earliest period presented.
The unaudited pro forma condensed consolidated financial statements were derived from and should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K/A for the year ended December 31, 2024, filed on April 4, 2025.
The unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Transaction taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company.
1
Spire Global, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2024
(in thousands)
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As Reported |
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Maritime Business Divestiture Adjustment |
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Transaction Accounting Adjustments |
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Pro Forma |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
19,206 |
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$ |
- |
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$ |
218,413 |
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2(b) |
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$ |
128,488 |
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(109,131 |
) |
2(c) |
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Accounts receivable, net |
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11,926 |
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- |
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- |
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11,926 |
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Contract assets |
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785 |
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- |
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- |
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|
785 |
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Other current assets |
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3,278 |
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- |
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- |
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3,278 |
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Assets classified as held for sale |
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56,963 |
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(56,963 |
) |
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- |
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- |
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Total current assets |
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92,158 |
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(56,963 |
) |
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109,282 |
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144,477 |
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Property and equipment, net |
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63,338 |
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- |
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- |
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63,338 |
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Operating lease right-of-use assets |
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11,074 |
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- |
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- |
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|
|
|
11,074 |
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Goodwill |
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14,735 |
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- |
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- |
|
|
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14,735 |
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Other intangible assets |
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10,161 |
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- |
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- |
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10,161 |
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Other long-term assets, including restricted cash |
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2,109 |
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- |
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- |
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2,109 |
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Total assets |
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$ |
193,575 |
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$ |
(56,963 |
) |
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$ |
109,282 |
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$ |
245,894 |
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Liabilities and Stockholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
11,592 |
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$ |
- |
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$ |
- |
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$ |
11,592 |
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Accrued wages and benefits |
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3,335 |
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- |
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- |
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3,335 |
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Long-term debt, current portion |
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93,936 |
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- |
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(93,936 |
) |
2(c) |
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- |
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Contract liabilities, current portion |
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22,037 |
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- |
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- |
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22,037 |
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Other accrued expenses |
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13,026 |
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- |
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(1,121 |
) |
2(b) |
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13,059 |
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(1,709 |
) |
2(c) |
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2,863 |
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2(d) |
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Liabilities associated with assets classified as held for sale |
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7,667 |
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(7,667 |
) |
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- |
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- |
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Total current liabilities |
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151,593 |
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(7,667 |
) |
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(93,903 |
) |
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50,023 |
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Long-term debt |
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4,618 |
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- |
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(4,618 |
) |
2(c) |
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- |
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Contract liabilities, non-current |
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23,489 |
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- |
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- |
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23,489 |
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Contingent earnout liability |
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1,455 |
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- |
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- |
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|
1,455 |
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Deferred income tax liabilities |
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|
860 |
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- |
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- |
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|
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|
860 |
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Warrant liability |
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13,641 |
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- |
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|
|
|
- |
|
|
|
|
13,641 |
|
Operating lease liabilities, net of current portion |
|
|
9,598 |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
9,598 |
|
Other long-term liabilities |
|
|
8 |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
8 |
|
Total liabilities |
|
|
205,262 |
|
|
|
(7,667 |
) |
|
|
|
(98,521 |
) |
|
|
|
99,074 |
|
Stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock |
|
|
3 |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
3 |
|
Additional paid-in capital |
|
|
536,184 |
|
|
|
- |
|
|
|
|
1,937 |
|
2(e) |
|
|
538,121 |
|
Accumulated other comprehensive (loss) income |
|
|
(9,770 |
) |
|
|
13,191 |
|
|
|
|
- |
|
|
|
|
3,421 |
|
Accumulated deficit |
|
|
(538,104 |
) |
|
|
(62,487 |
) |
2(b) |
|
|
219,534 |
|
2(b) |
|
|
(394,725 |
) |
|
|
|
|
|
|
|
|
|
|
(8,868 |
) |
2(c) |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
(2,863 |
) |
2(d) |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
(1,937 |
) |
2(e) |
|
|
|
|||
Total stockholders’ equity |
|
|
(11,687 |
) |
|
|
(49,296 |
) |
|
|
|
207,803 |
|
|
|
|
146,820 |
|
Total liabilities and stockholders’ equity |
|
$ |
193,575 |
|
|
$ |
(56,963 |
) |
|
|
$ |
109,282 |
|
|
|
$ |
245,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2
Spire Global, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2024
(in thousands, except share and per share amounts)
|
|
As Reported |
|
|
Maritime Business Divestiture Adjustment 3(a) |
|
|
Transaction Accounting Adjustments |
|
|
|
Pro Forma |
|
||||
Revenue |
|
$ |
110,451 |
|
|
$ |
(43,477 |
) |
|
$ |
7,000 |
|
3(b) |
|
$ |
73,974 |
|
Cost of revenue |
|
|
70,560 |
|
|
|
(14,559 |
) |
|
|
110 |
|
3(d) |
|
|
56,111 |
|
Gross profit |
|
|
39,891 |
|
|
|
(28,918 |
) |
|
|
6,890 |
|
|
|
|
17,863 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
29,188 |
|
|
|
(2,903 |
) |
|
|
260 |
|
3(d) |
|
|
26,545 |
|
Sales and marketing |
|
|
22,220 |
|
|
|
(4,068 |
) |
|
|
1,567 |
|
3(d) |
|
|
19,719 |
|
General and administrative |
|
|
49,744 |
|
|
|
- |
|
|
|
- |
|
|
|
|
49,744 |
|
Loss on decommissioned satellites |
|
|
3,447 |
|
|
|
- |
|
|
|
- |
|
|
|
|
3,447 |
|
Allowance for current expected credit loss on notes receivable |
|
|
4,026 |
|
|
|
- |
|
|
|
- |
|
|
|
|
4,026 |
|
Total operating expenses |
|
|
108,625 |
|
|
|
(6,971 |
) |
|
|
1,827 |
|
|
|
|
103,481 |
|
Loss from operations |
|
|
(68,734 |
) |
|
|
(21,947 |
) |
|
|
5,063 |
|
|
|
|
(85,618 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
1,547 |
|
|
|
- |
|
|
|
- |
|
|
|
|
1,547 |
|
Interest expense |
|
|
(20,358 |
) |
|
|
- |
|
|
|
20,358 |
|
3(c) |
|
|
- |
|
Change in fair value of contingent earnout liability |
|
|
(1,235 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(1,235 |
) |
Change in fair value of warrant liabilities |
|
|
(5,254 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(5,254 |
) |
Issuance of stock warrants |
|
|
(2,399 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(2,399 |
) |
Foreign exchange loss |
|
|
(4,314 |
) |
|
|
35 |
|
|
|
- |
|
|
|
|
(4,279 |
) |
Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
(8,868 |
) |
3(e) |
|
|
(8,868 |
) |
Gain from sale of the Maritime Business |
|
|
- |
|
|
|
- |
|
|
|
155,926 |
|
3(f) |
|
|
155,926 |
|
Other expense, net |
|
|
(1,912 |
) |
|
|
- |
|
|
|
500 |
|
3(b) |
|
|
(1,412 |
) |
Total other (expense) income, net |
|
|
(33,925 |
) |
|
|
35 |
|
|
|
167,916 |
|
|
|
|
134,026 |
|
Loss (income) before income taxes |
|
|
(102,659 |
) |
|
|
(21,912 |
) |
|
|
172,979 |
|
|
|
|
48,408 |
|
Income tax provision |
|
|
159 |
|
|
|
- |
|
|
|
2,863 |
|
3(g) |
|
|
3,022 |
|
Net (loss) income |
|
$ |
(102,818 |
) |
|
$ |
(21,912 |
) |
|
$ |
170,116 |
|
|
|
$ |
45,386 |
|
Basic net (loss) income per share |
|
$ |
(4.26 |
) |
|
|
|
|
|
|
|
|
$ |
1.88 |
|
||
Weighted-average shares used in computing basic net (loss) income per share |
|
|
24,159,770 |
|
|
|
|
|
|
|
|
|
|
24,159,770 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted net (loss) income per share |
|
$ |
(4.26 |
) |
|
|
|
|
|
|
|
|
$ |
1.82 |
|
||
Weighted-average shares used in computing diluted net (loss) income per share |
|
|
24,159,770 |
|
|
|
|
|
|
|
|
|
|
25,002,883 |
|
||
3
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial statements are based on Spire’s historical financial statements to give effect to the Transaction and reflect a resulting debt repayment. The unaudited pro forma condensed consolidated balance sheet gives pro forma effect to the Transaction as if it had been consummated on December 31, 2024. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024, gives effect to the Transaction as if it had occurred on January 1, 2024, which is the beginning of the earliest period presented.
The unaudited pro forma financial information has been prepared by management in accordance with Article 11, Pro Forma Financial Information, under Regulation S-X of the Securities Exchange Act of 1934, as amended, and is for illustrative and informational purposes only. The pro forma financial information is based on various adjustments and assumptions and is not necessarily indicative of what the Company's consolidated financial statements would have been had the Transaction been completed as of the dates indicated or will be for any future periods.
The Company's current estimates reflecting the Transaction are preliminary and could change as it finalizes accounting for the Transaction to be reported in the Company's Quarterly Report on Form 10-Q for the quarter ending June 30, 2025. The unaudited pro forma condensed consolidated financial data within the "Maritime Business Divestiture Adjustment" column does not purport to represent what the Maritime Business’s financial position and results of operations would have been had the Transaction occurred on the dates indicated, or to project the Maritime Businesses financial performance for any future period following the Transaction.
2. Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro forma notes
Transactions Accounting Adjustments
4
Cash received upon closing of the Transaction |
$ |
233,500 |
|
Less: Estimated transaction costs not recognized as of December 31, 2024 |
|
(13,966 |
) |
Pro forma adjustment to accumulated deficit |
|
219,534 |
|
|
|
|
|
Less: Transaction costs recognized in liabilities as of December 31, 2024 |
|
(1,121 |
) |
Net proceeds from Transaction |
|
218,413 |
|
Less: carrying value of Maritime Business disposal group |
|
(62,487 |
) |
Pro forma pre-tax gain on divestiture of the Maritime Business |
$ |
155,926 |
|
Transaction costs consisted of certain employee bonuses costs incurred in connection with the Transaction, professional fees for advisory, legal and accounting services that are directly related to the sale of the Maritime Business.
The estimated pre-tax gain reflected herein is based on the net carrying amount of the Maritime Business as of December 31, 2024, and estimated cash proceeds from the Transaction. In accordance with the Sales Purchase Agreement, the sales consideration to be paid to Spire in connection with the Transaction is subject to certain customary adjustments following the closing of the Transaction. Additionally, the actual gain or loss will be determined based on the carrying value of the Maritime Business as of the actual closing date, and not as of December 31, 2024. As a result, these estimates may materially differ from the actual pre-tax gain on the Transaction recorded as of the closing date.
Long-term debt, current portion |
$ |
93,936 |
|
Unamortized debt issuance costs |
|
4,510 |
|
Blue Torch term loan principal, current |
|
98,446 |
|
Strategic Innovation Fund loans' principal, long term |
|
4,618 |
|
Total repayment of loan principal |
|
103,064 |
|
Repayment of accrued interest |
|
1,709 |
|
Loan early termination and other fees |
|
4,358 |
|
Total cash payments for extinguishment of debt |
$ |
109,131 |
|
As a result of these debt repayments, the Company reflected an estimated loss on extinguishment of debt, related to the write-off of unamortized debt issuance costs and early loan termination and other fees, included in Accumulated deficit on the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2024, as follows (amounts in thousands):
Loan early termination and other fees |
$ |
4,358 |
|
Write-off of unamortized debt issuance costs |
|
4,510 |
|
Loss on extinguishment of debt |
$ |
8,868 |
|
The estimated cash payments for extinguishment of debt and estimated loss on extinguishment of debt are based on the outstanding balances as of December 31, 2024.
5
3. Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro forma notes
Transactions Accounting Adjustments
6
4. Pro Forma Net Income Per Share
The table below presents the calculation of pro forma combined basic and diluted net income per share of Spire common stock as if the Transaction had occurred on January 1, 2024, for the year ended December 31, 2024 (amounts in thousands, except share and per share amounts):
Pro forma net income |
$ |
45,386 |
|
Weighted-average shares used in computing basic net income per share |
|
24,159,770 |
|
Pro forma net income per share, basic |
$ |
1.88 |
|
|
|
|
|
Dilutive potential common shares outstanding during a period |
|
|
|
Stock options and 2021 Employee Stock Purchase Plan (ESPP) |
|
127,412 |
|
Restricted stock units |
|
715,701 |
|
Total dilutive potential common shares outstanding during a period |
|
843,113 |
|
Weighted-average shares used in computing diluted net income per share |
|
25,002,883 |
|
Pro forma net income per share, diluted |
$ |
1.82 |
|
** The following pro forma weighted potential common shares were excluded from the calculation of pro forma diluted net income per share due to their anti-dilutive effect:
Stock options and 2021 Employee Stock Purchase Plan (ESPP) |
|
1,671,607 |
|
Restricted stock units |
|
374,429 |
|
Liability classified Credit Agreement Warrants |
|
1,058,940 |
|
Total |
|
3,104,976 |
|
7