8-K
Spire Global, Inc. (SPIR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2022
SPIRE GLOBAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39493 | 85-1276957 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 8000 Towers Crescent Drive | ||
| --- | --- | |
| Suite 1100<br> <br>Vienna, Virginia | 22182 | |
| (Address of principal executive offices) | (Zip code) |
(202) 301-5127
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | SPIR | The New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | SPIR.WS | The New York Stock Exchange |
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 2.02 Results of Operations and Financial Condition.
On March 9, 2022, Spire Global, Inc. (“Spire”) issued a news release announcing its financial results for the quarter and fiscal year ended December 31, 2021. Spire will also host an earnings call on March 9, 2022, during which the Company will discuss its financial results for the quarter ended December 31, 2021 and provide a business update. A copy of the news release issued by Spire is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure
On March 9, 2022, Spire posted supplemental investor materials, including an infographic, on its investor relations website (www.ir.spire.com). Spire announces material information to the public about Spire, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (www.ir.spire.com), its Twitter account (@SpireGlobal), and its 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.
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | News release of Spire Global, Inc. dated March 9, 2022 announcing financial results for the quarter ended December 31, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: March 9, 2022
| SPIRE GLOBAL, INC. | |
|---|---|
| By: | /s/ Peter Platzer |
| Name: | Peter Platzer |
| Title: | Chief Executive Officer |
EX-99.1
Exhibit 99.1
Spire Global Announces Preliminary Fourth Quarter and Full Year Fiscal 2021 Results;
Provides First Quarter and Full Year 2022 Guidance
Full Year Revenue at the top end of guidance range
Strong 2022 Outlook based on a December 31, 2021 ending ARR of $70.8 million
VIENNA, VA (March 9, 2022) – Spire Global, Inc. (NYSE: SPIR) (“Spire” or “the Company”) a leading provider of space-based data, analytics and space services, today announced preliminary results for its quarter and fiscal year ended December 31, 2021.
“Our strong growth in 2021 revenue, ARR and customer count validates the massive opportunity for Spire,” said Peter Platzer, Spire’s CEO. “We sit in an enviable position among public space companies due to our fully operational, diversified, revenue-generating business that serves about 600 customers. We continue to leverage our technology and innovation to help humanity solve problems on Earth.”
“The fourth quarter was a great way to close out what was an exciting year for Spire, becoming a public company and then shortly thereafter acquiring exactEarth,” said Thomas Krywe, Spire’s CFO. “We also stayed focused on executing against our four growth pillars and we are well positioned to achieve our 2022 targets and continue on our path towards profitability.”
Fourth Quarter and Full Year Fiscal 2021 Highlights
Financial:
| • | Fourth quarter 2021 revenue was $15.0 million, an increase of 106% versus that of the prior year period.<br>Excluding the $1.5 million of revenue recognized from exactEarth during the fourth quarter of 2021, revenue for the fourth quarter would have been $13.5 million, an increase of 86% versus that of the prior year period. The exactEarth<br>revenue is lower by $0.3 million from the preliminary results we announced on January 31, 2022 due to a reduction from the treatment required by acquisition accounting. |
|---|---|
| • | Full year 2021 revenue was $43.4 million, an increase of 52% versus that of the prior fiscal year. Excluding<br>the $1.5 million of revenue recognized from exactEarth during the fourth quarter and fiscal year ending December 31, 2021, full year 2021 revenue would have been $41.9 million, an increase of 47% versus that of the prior fiscal year.<br> |
| --- | --- |
| • | As of December 31, 2021, annual recurring revenue (ARR) was $70.8 million, an increase of approximately<br>96% versus that as of December 31, 2020. Excluding the $18.5 million of ARR contributed by the acquisition of exactEarth, Spire’s December 31, 2021 ARR was $52.3 million, an increase of 44% versus that as of<br>December 31, 2020. Spire’s $52.3 million ARR as of December 31, 2021 exceeded our guidance issued on November 10, 2021 and was an increase of $7.0 million versus that as of September 30, 2021, representing a<br>sequential quarterly increase of 16%. |
| --- | --- |
| • | Spire had 255 organic ARR solution customers under contract which exceeded our guidance issued on<br>November 10, 2021, and added 343 from exactEarth, ending the fourth quarter with 598 ARR solution customers, a 288% increase year-over-year. |
| --- | --- |
Business:
| • | In Q4 2021, we completed the acquisition of exactEarth and have been focused on the integration of the company<br>into Spire’s Maritime organization. The business integration is proceeding at a rapid pace and is on track to be completed within the next few weeks. The integrated team is excited about the growth opportunity for the combined business in 2022.<br> |
|---|---|
| • | Spire continued its expansion in the Asia-Pacific market, working with Southern Launch, providing the company<br>with hyper-local weather forecasting for their rocket launch sites across Australia, helping them conduct their business in a safe and efficient manner. |
| --- | --- |
| • | Spire won a public bid for the largest Port in Europe, the Port of Rotterdam. Spire will be working with the Port<br>of Rotterdam to assist with increasing port efficiency and improving trade flows thereby aiding the Port of Rotterdam as they move towards their public goal of carbon neutral shipping. |
| --- | --- |
Technology:
| • | Geolocation is a new capability that Spire has in-orbit today, with over<br>40 geolocation-capable satellites. Geolocation aids in identifying illegal RF transmission in geopolitical hot-spots; examples include dark ships in maritime and GPS jamming on land. Spire has developed and<br>demonstrated the capability to geolocate in multiple bands. The company recently won a multi-year, eight figure contract with a large defense contractor for a space services solution to detect and geolocate targeted RF emissions.<br> |
|---|
Financial Outlook
Spire is providing guidance for its fiscal first quarter ending March 31, 2022, and its fiscal year ending December 31, 2022, as follows:
| Q1 FY22<br><br><br>Guidance | Full Year FY22<br><br><br>Guidance | |
|---|---|---|
| Revenue (millions) | $16.5 - $17.5 | $85.0 - $90.0 |
| Y/Y Growth | 70% - 80% | 96% - 107% |
| ARR (millions) | $80.5 - $81.5 | $100.0 - $105.0 |
| Y/Y Growth | 131% - 133% | 41% - 48% |
| ARR Solution Customers | 620 - 630 | 720 - 740 |
| Non-GAAP Operating Loss (millions) | ($15.8) - ($14.8) | ($48.3) - ($43.3) |
| Adjusted EBITDA (millions) | ($12.5) - ($11.5) | ($34.0) - ($29.0) |
| Non-GAAP Loss Per Share | ($0.14) - ($0.13) | ($0.44) - ($0.41) |
| Basic Weighted Average Shares (millions) | 139.1 | 139.4 |
The non-GAAP operating loss, adjusted EBITDA and non-GAAP loss per share included in the table above are non-GAAP measures. Please see the section titled Non-GAAP Financial Measures for the definition of such measures. Spire has provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables included in this press release for its preliminary results for fourth quarter and fiscal year of 2020 and 2021, as well as its outlook for such measures for first quarter and fiscal year of 2022.
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release and the accompanying tables contain, and the conference call will contain, non-GAAP financial measures, including non-GAAP gross profit, non-GAAP operating loss, EBITDA, Adjusted EBITDA and non-GAAP loss per share. Spire’s management uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to the corresponding GAAP financial measures, in evaluating its ongoing operational performance and trends and in comparing its financial measures with other companies in the same industry, many of which present similar non-GAAP financial measures to help investors understand the operational performance of their businesses. However, it is important to note that the particular items Spire excludes from, or includes in, its non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. In addition, other companies may utilize metrics that are not similar to Spire’s. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. There are material limitations associated with the use of non-GAAP financial measures since they exclude significant expenses and income that are required by GAAP to be recorded in Spire’s financial statements. Please see the reconciliation tables at the end of this release for the reconciliation of GAAP and non-GAAP results. Management encourages investors and others to review Spire’s financial information in its entirety and not rely on a single financial measure.
Spire adjusts the following items from one or more of its non-GAAP financial measures:
Loss on satellite deorbit and launch failure. Spire excludes loss on satellite deorbit and launch failure because if there was no loss, the expense would be accounted for as depreciation and would also be excluded as part of its EBITDA calculation.
Change in fair value of warrant liabilities and contingent earned liabilities. Spire excludes this as it does not reflect the underlying cash flows or operational results of the business.
Other expense, net. Spire excludes other expense, net because it includes one-time and other items that do not reflect the underlying operational results of the business.
Stock-basedcompensation. Spire excludes stock-based compensation expenses primarily because they are non-cash expenses that it excludes from its internal management reporting processes. Spire also finds it useful to exclude these expenses when management assesses the appropriate level of various operating expenses and resource allocations when budgeting, planning, and forecasting future periods. Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use under FASB ASC Topic 718, Stock Compensation, Spire believes excluding stock-based compensation expenses allows investors to make meaningful comparisons between its recurring core business operating results and those of other companies.
Amortization of purchased intangibles. Spire incurs amortization expense for purchased intangible assets in connection with acquisitions of certain businesses and technologies. Amortization of intangible assets is a non-cash expense and is inconsistent in amount and frequency because it is significantly affected by the timing, size of acquisitions and the inherent subjective nature of purchase price allocations. Because these costs have already been incurred and cannot be recovered, and are non-cash expenses, Spire excludes these expenses for its internal management reporting processes. Spire’s management also finds it useful to exclude these charges when assessing the appropriate level of various operating expenses and resource allocations when budgeting, planning and forecasting future periods. Investors should note that the use of intangible assets contributed to Spire’s revenues earned during the periods presented and will contribute to Spire’s future period revenues as well.
Other Acquisition Accounting Amortization. Spire incurs amortization expense for purchased data rights in connection with the acquisition of exactEarth and certain technologies. Amortization of this asset is a non-cash expense that can be significantly affected by the inherent subjective nature of the assigned value and useful life. Because this cost has already been incurred and cannot be recovered, and is a non-cash expense, Spire excludes this expense for its internal management reporting processes. Spire’s management also finds it useful to exclude this charge when assessing the appropriate level of various operating expenses and resource allocations when budgeting, planning and forecasting future periods. Investors should note that the use of this asset contributed to Spire’s revenues earned during the periods presented and will contribute to Spire’s future period revenues as well.
Mergers and acquisition relatedexpenses. Spire excludes these expenses as these are associated with transaction costs that are generally one time in nature and not reflective of the underlying operational results of its business.
Other unusual one-time costs. Spire excludes these as these are generally non-recurring items that do not reflect the on-going operational results of its business.
Our additional non-GAAP measures include:
EBITDA. We define EBITDA as net income (loss), plus depreciation and amortization expense, plus interest expense, and plus the provision for (or minus benefit from) income taxes.
Adjusted EBITDA. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted for loss on satellite deorbit and launch failure, change in fair value of warrant liabilities, change in value of contingent earned liability, other (expense) income, net, stock-based compensation, other acquisition accounting amortization, mergers and acquisition related costs and expenses, and other unusual one-time costs. We believe Adjusted EBITDA can be useful in providing an understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. While Adjusted EBITDA is not a recognized measure under GAAP, management
uses this financial measure to evaluate and forecast business performance. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as capital expenditures and related depreciation, principal and interest payments, and tax payments. Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.
Other Definitions
Annual Recurring Revenue (ARR). We define ARR as our expected annualized revenue from customers that are under contract with us at the end of the reporting period with a binding and renewable agreement for our subscription solutions, or a customer that has a binding multi-year contract that can range from components of our Space Services solution to a project based customer solution. These customers are considered recurring when they have signed a multi-year binding agreement that has a renewable component in the contract or a customer that has multiple contracts that we continue to have under contract over multiple years.
ARR Customers. We define an ARR Customer as an entity that has a contract with us or through our reseller partners contracts, that is either a binding and renewable agreement for our subscription solutions, or a binding multi-year contract as of the measurement date independent of the number of solutions the entity has under contract. All entities that have customer contracts for data trials are excluded from the calculation of ARR Customers. A single organization with separate subsidiaries, segments, or divisions may represent multiple customers, as we treat each entity that is invoiced separately as an individual customer. In cases where customers subscribe to our platform through our reseller partners, each end customer that meets the above definition is counted separately as an ARR Customer.
ARR Solution Customers. We define an ARR Solution Customer similarly to an ARR Customer, but we count every solution the customer has with us separately. As a result, the count of ARR Solution Customers exceeds the count of ARR Customers in each year as some customers contract with us for multiple solutions. Our multiple solutions customers are those customers that are under contract for at least two of our solutions: Maritime, Aviation, Weather, and Space Services.
Conference Call
Spire will webcast a conference call to discuss the results at 5:00 p.m. Eastern Time today. The webcast is available on Spire’s Investor Relations website at https://ir.spire.com. A replay of the call will be available on the site for three months.
Safe Harbor Statement
The forward-looking statements included in this press release and in the accompanying conference call, including for example, the quotations of management, the statements under the heading “Financial Outlook” above, the information provided in the “GAAP to Non-GAAP Reconciliations – Q1 2022 and Fiscal Year 2022 Financial Outlook” section of the tables below, statements about the integration of exactEarth and the growth opportunities of the combined company, statements regarding Spire’s expected cash balance at the end of 2022, statements regarding increasing its ARR Net Revenue Retention Rate, and statements regarding the benefits of its solutions to its customers, reflect management’s best judgment based on factors currently known and involve risks and uncertainties. These risks and uncertainties include, but are not limited to, potential disruption of customer purchase decisions resulting from global economic conditions including from an economic downturn or recession in the United States or in other countries around the world, relative growth of its ARR and revenue, the failure of the Spire and exactEarth businesses (including personnel) to be integrated successfully, the risk that revenue and adjusted EBITDA accretion or the expansion of Spire’s customer count, ARR, product offerings and solutions will not be realized or realized to the extent anticipated, the ability to maintain the listing of Spire’s securities on the New York Stock Exchange, the ability to address the market opportunity for Space-as-a-Service; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities, the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive space data analytics industries, developments in and the duration of the COVID-19 pandemic and the resulting impact on Spire’s business and operations, and the business of its customers and partners, including the economic impact of safety measures to mitigate the impacts of COVID-19, Spire’s potential inability to manage effectively any growth it experiences, Spire’s ability or inability to develop new products and services, and other risks detailed in periodic reports Spire has filed with the Securities and Exchange Commission, including Spire’s Proxy Statement/Prospectus/Information Statement, which was filed with the Securities and Exchange Commission on July 22, 2021 and Spire’s Quarterly Report on Form 10-Q, which was filed with the SEC on November 10, 2021. Significant variation from the assumptions underlying Spire’s forward-looking statements could cause its actual results to vary, and the impact could be significant. All forward-looking statements in this press release are based on information available to Spire as of the date hereof. Spire undertakes no obligation, and does not intend, to update the information contained in this press release or the accompanying conference call, except as required by law.
About Spire Global, Inc.
Spire is a leading global provider of space-based data, analytics, and space services, offering access to unique datasets and powerful insights about Earth from the ultimate vantage point so that organizations can make decisions with confidence, accuracy, and speed. Spire uses one of the world’s largest multi-purpose satellite constellations to source hard to acquire, valuable data and enriches it with predictive solutions. Spire then provides this data as a subscription to organizations around the world so they can improve business operations, decrease their
environmental footprint, deploy resources for growth and competitive advantage, and mitigate risk. Spire gives commercial and government organizations the competitive advantage they seek to innovate and solve some of the world’s toughest problems with insights from space. Spire has offices in San Francisco, Boulder, Washington DC, Glasgow, Luxembourg, Oxfordshire, Cambridge, Ontario, and Singapore. To learn more, visit spire.com.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| (In thousands, except per share data) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||
| Revenue | $ | 14,985 | $ | 7,269 | $ | 43,375 | $ | 28,490 | ||||
| Cost of revenue | 6,327 | 2,464 | 18,720 | 10,285 | ||||||||
| Gross profit | 8,658 | 4,805 | 24,655 | 18,205 | ||||||||
| Operating expenses | ||||||||||||
| Research and development | 9,702 | 6,166 | 31,615 | 20,751 | ||||||||
| Sales and marketing | 6,018 | 3,197 | 20,387 | 10,279 | ||||||||
| General and administrative | 16,972 | 3,666 | 40,479 | 12,520 | ||||||||
| Loss on satellite deorbit and launch failure | — | — | — | 666 | ||||||||
| Total operating expenses | 32,692 | 13,029 | 92,481 | 44,216 | ||||||||
| Loss from operations | (24,034 | ) | (8,224 | ) | (67,826 | ) | (26,011 | ) | ||||
| Other income (expense) | ||||||||||||
| Interest income | 17 | 9 | 23 | 54 | ||||||||
| Interest expense | (3,150 | ) | (2,294 | ) | (11,417 | ) | (6,773 | ) | ||||
| Change in fair value of contingent earnout liability | 65,761 | — | 67,026 | — | ||||||||
| Change in fair value of warrant liabilities | 21,929 | (198 | ) | (1,600 | ) | (198 | ) | |||||
| Other (expense) income, net | (1,046 | ) | 643 | (5,021 | ) | 824 | ||||||
| Total other income (expense), net | 83,511 | (1,840 | ) | 49,011 | (6,093 | ) | ||||||
| Income (loss) before income taxes | 59,477 | (10,064 | ) | (18,815 | ) | (32,104 | ) | |||||
| Income tax (benefit) provision | (472 | ) | 100 | 497 | 400 | |||||||
| Net income (loss) | $ | 59,949 | $ | (10,164 | ) | $ | (19,312 | ) | $ | (32,504 | ) | |
| Net income (loss) per share: | ||||||||||||
| Basic | $ | 0.44 | $ | (0.58 | ) | $ | (0.31 | ) | $ | (1.85 | ) | |
| Diluted | $ | 0.38 | $ | (0.58 | ) | $ | (0.31 | ) | $ | (1.85 | ) | |
| Weighted-average number of shares: | ||||||||||||
| Basic | 135,574,466 | 17,626,609 | 62,137,434 | 17,610,405 | ||||||||
| Diluted | 156,093,671 | 17,626,609 | 62,137,434 | 17,610,405 | ||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net income (loss) | $ | 59,949 | $ | (10,164 | ) | $ | (19,312 | ) | $ | (32,504 | ) | |
| Other comprehensive income (loss): | ||||||||||||
| Foreign currency translation adjustments | 928 | (384 | ) | 1,719 | (354 | ) | ||||||
| Comprehensive income (loss) | $ | 60,877 | $ | (10,548 | ) | $ | (17,593 | ) | $ | (32,858 | ) |
CONSOLIDATED BALANCE SHEETS
| 2020 | |||||
| (In thousands) | (Unaudited) | ||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 109,256 | $ | 15,571 | ||
| Accounts receivable, net (including allowance for doubtful accounts of 339 and 174 as of<br>December 31, 2021 and 2020, respectively) | 10,163 | 3,738 | |||
| Contract assets | 2,084 | 853 | |||
| Other current assets | 10,071 | 2,112 | |||
| Total current assets | 131,574 | 22,274 | |||
| Property and equipment, net | 48,704 | 20,458 | |||
| Goodwill | 53,627 | — | |||
| Customer relationships | 24,388 | — | |||
| Intangible assets, net | 19,765 | 751 | |||
| Other long-term assets, including restricted cash | 12,136 | 939 | |||
| Total assets | 290,194 | $ | 44,422 | ||
| Liabilities and Stockholders’ Equity (Deficit) | |||||
| Current liabilities | |||||
| Accounts payable | 5,824 | $ | 1,775 | ||
| Accrued wages and benefits | 5,646 | 1,590 | |||
| Contract liabilities, current portion | 8,627 | 8,110 | |||
| Other accrued expenses | 4,881 | 1,813 | |||
| Total current liabilities | 24,978 | 13,288 | |||
| Long-term debt | 51,124 | 26,645 | |||
| Contingent earnout liability | 11,369 | — | |||
| Convertible notes payable, net (including related parties of 0 and 7,498 as of December 31,<br>2021 and 2020, respectively) | — | 48,631 | |||
| Deferred income tax liabilities | 777 | 338 | |||
| Warrant liability | 11,482 | 4,007 | |||
| Other long-term liabilities | 1,600 | 249 | |||
| Total liabilities | 101,330 | 93,158 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity (deficit) | |||||
| Series A preferred stock | — | 52,809 | |||
| Series B preferred stock | — | 35,228 | |||
| Series C preferred stock | — | 65,222 | |||
| Common stock | 15 | 2 | |||
| Additional paid-in capital | 418,575 | 10,131 | |||
| Accumulated other comprehensive income (loss) | 732 | (982 | ) | ||
| Accumulated deficit | (230,458 | ) | (211,146 | ) | |
| Total stockholders’ equity (deficit) | 188,864 | (48,736 | ) | ||
| Total liabilities and stockholders’ equity (deficit) | 290,194 | $ | 44,422 |
All values are in US Dollars.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||
| Cash flows from operating activities | ||||||
| Net loss | $ | (19,312 | ) | $ | (32,504 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 8,509 | 5,546 | ||||
| Stock-based compensation | 11,634 | 2,160 | ||||
| Accretion on carrying value of convertible notes | 2,103 | 4,490 | ||||
| Amortization of debt issuance costs | 3,361 | 338 | ||||
| Change in fair value of warrant liability | 1,600 | 198 | ||||
| Change in fair value of contingent earnout liability | (67,026 | ) | — | |||
| Deferred income tax liabilities | 451 | 133 | ||||
| Loss on extinguishment of debt | 2,955 | 171 | ||||
| Loss on disposal of property and equipment | — | 705 | ||||
| Loss on impairment of intangible assets | 91 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (5,010 | ) | (429 | ) | ||
| Contract assets | (1 | ) | (1,057 | ) | ||
| Other current assets | (6,687 | ) | 400 | |||
| Other long-term assets | 135 | (152 | ) | |||
| Accounts payable | 2,291 | 1,106 | ||||
| Accrued wages and benefits | 1,751 | 987 | ||||
| Contract liabilities | 161 | 3,159 | ||||
| Other accrued expenses | 2,813 | 493 | ||||
| Other long-term liabilities | 2,208 | (517 | ) | |||
| Net cash used in operating activities | (57,973 | ) | (14,773 | ) | ||
| Cash flows from investing activities | ||||||
| Purchase of property and equipment | (15,421 | ) | (10,314 | ) | ||
| Investment in intangible assets | (166 | ) | (101 | ) | ||
| Payments made in connection with business acquisition, net | (105,260 | ) | — | |||
| Net cash used in investing activities | (120,847 | ) | (10,415 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from reverse recapitalization and PIPE financing | 264,823 | — | ||||
| Payments of transaction costs related to reverse recapitalization | (31,806 | ) | — | |||
| Proceeds from long-term debt | 70,515 | 30,937 | ||||
| Proceeds from issuance of convertible notes payable | 20,000 | 550 | ||||
| Payments on redemption of long-term debt | (29,628 | ) | (14,130 | ) | ||
| Payments on redemption of warrants | (19,942 | ) | — | |||
| Payments of debt issuance costs | (4,717 | ) | (808 | ) | ||
| Proceeds from exercise of stock options | 1,289 | 75 | ||||
| Net cash provided by financing activities | 270,534 | 16,624 | ||||
| Effect of foreign currency translation on cash, cash equivalent and restricted cash | 1,945 | 19 | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 93,659 | (8,545 | ) | |||
| Cash, cash equivalents and restricted cash | ||||||
| Beginning of year | 15,986 | 24,531 | ||||
| End of year | $ | 109,645 | $ | 15,986 |
GAAP to Non-GAAP Reconciliations
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||
| Gross profit (GAAP) | $ | 8,658 | $ | 4,805 | $ | 24,655 | $ | 18,205 | ||||
| Adjustments: | ||||||||||||
| Exclude stock-based compensation | 357 | 13 | 432 | 39 | ||||||||
| Exclude amortization of purchased intangibles | 304 | — | 304 | — | ||||||||
| Exclude other acquisition accounting amortization | 60 | 60 | ||||||||||
| Gross profit (Non-GAAP) | $ | 9,379 | $ | 4,818 | $ | 25,451 | $ | 18,244 | ||||
| Research and development (GAAP) | 9,702 | 6,166 | 31,615 | 20,751 | ||||||||
| Adjustments: | ||||||||||||
| Exclude stock-based compensation | (1,016 | ) | (332 | ) | (2,859 | ) | (1,000 | ) | ||||
| Research and development (Non-GAAP) | 8,686 | 5,834 | 28,756 | 19,751 | ||||||||
| Sales and marketing (GAAP) | 6,018 | 3,197 | 20,387 | 10,279 | ||||||||
| Adjustments: | ||||||||||||
| Exclude stock-based compensation | (1,029 | ) | (108 | ) | (2,307 | ) | (327 | ) | ||||
| Exclude amortization of purchased intangibles | (269 | ) | — | (269 | ) | — | ||||||
| Sales and marketing (Non-GAAP) | 4,720 | 3,089 | 17,811 | 9,952 | ||||||||
| General and administrative (GAAP) | 16,972 | 3,666 | 40,479 | 12,520 | ||||||||
| Adjustments: | ||||||||||||
| Exclude stock-based compensation | (2,632 | ) | (256 | ) | (6,036 | ) | (794 | ) | ||||
| Exclude merger and acquisition related expenses | (5,474 | ) | — | (9,718 | ) | — | ||||||
| Exclude other unusual one-time costs | — | — | (387 | ) | — | |||||||
| General and administrative (Non-GAAP) | 8,866 | 3,410 | 24,338 | 11,726 | ||||||||
| Loss on satellite deorbit and launch failure (GAAP) | — | — | — | 666 | ||||||||
| Adjustments: | ||||||||||||
| Exclude loss on satellite deorbit and launch failure | — | — | — | (666 | ) | |||||||
| Loss on satellite deorbit and launch failure<br>(Non-GAAP) | — | — | — | — | ||||||||
| Loss from operations (GAAP) | $ | (24,034 | ) | $ | (8,224 | ) | $ | (67,826 | ) | $ | (26,011 | ) |
| Adjustments: | ||||||||||||
| Exclude stock-based compensation | 5,034 | 709 | 11,634 | 2,160 | ||||||||
| Exclude merger and acquisition related expenses | 5,474 | — | 9,718 | — | ||||||||
| Exclude amortization of purchased intangibles | 573 | — | 573 | — | ||||||||
| Exclude other acquisition accounting amortization | 60 | — | 60 | — | ||||||||
| Exclude other unusual one-time costs | — | — | 387 | — | ||||||||
| Exclude loss on satellite deorbit and launch failure | — | — | — | 666 | ||||||||
| Loss from operations (Non-GAAP) | $ | (12,893 | ) | $ | (7,515 | ) | $ | (45,454 | ) | $ | (23,185 | ) |
| Net income (loss) (GAAP) | $ | 59,949 | $ | (10,164 | ) | $ | (19,312 | ) | $ | (32,504 | ) | |
| Adjustments: | ||||||||||||
| Exclude stock-based compensation | 5,034 | 709 | 11,634 | 2,160 | ||||||||
| Exclude merger and acquisition related expenses | 5,474 | — | 9,718 | — | ||||||||
| Exclude amortization of purchased intangibles | 573 | — | 573 | — | ||||||||
| Exclude other acquisition accounting amortization | 60 | — | 60 | — | ||||||||
| Exclude other unusual one-time costs | — | — | 387 | — | ||||||||
| Exclude loss on satellite deorbit and launch failure | — | — | — | 666 | ||||||||
| Exclude change in fair value of contingent earnout liability | (65,761 | ) | — | (67,026 | ) | — | ||||||
| Exclude change in fair value of warrant liabilities | (21,929 | ) | 198 | 1,600 | 198 | |||||||
| Exclude other income (expense), net | 1,046 | (643 | ) | 5,021 | (824 | ) | ||||||
| Net income (loss) (Non-GAAP) | $ | (15,554 | ) | $ | (9,900 | ) | $ | (57,345 | ) | $ | (30,304 | ) |
| Net income (loss) per share (GAAP) | $ | 0.38 | $ | (0.58 | ) | $ | (0.31 | ) | $ | (1.85 | ) | |
| Conversion from diluted to basic share count (weighted average) | 0.06 | — | — | — | ||||||||
| Exclude stock-based compensation | 0.04 | 0.05 | 0.18 | 0.12 | ||||||||
| Exclude merger and acquisition related expenses | 0.04 | — | 0.16 | — | ||||||||
| Exclude other unusual one-time costs | — | — | 0.01 | — | ||||||||
| Exclude loss on satellite deorbit and launch failure | — | — | — | 0.04 | ||||||||
| Exclude change in fair value of contingent earnout liability | (0.48 | ) | — | (1.08 | ) | — | ||||||
| Exclude change in fair value of warrant liabilities | (0.16 | ) | 0.01 | 0.02 | 0.01 | |||||||
| Exclude other income (expense), net, amortization of purchased <br>intangibles and other<br>acquisition accounting amortization | 0.01 | (0.04 | ) | 0.09 | (0.04 | ) | ||||||
| Net income (loss) per share (Non-GAAP) | $ | (0.11 | ) | $ | (0.56 | ) | (0.93 | ) | $ | (1.72 | ) | |
| Weighted-average number of shares: | ||||||||||||
| Basic | 135,574,466 | 17,626,609 | 62,137,434 | 17,610,405 | ||||||||
| Diluted | 156,093,671 | 17,626,609 | 62,137,434 | 17,610,405 | ||||||||
| Net income (loss) (GAAP) | $ | 59,949 | $ | (10,164 | ) | $ | (19,312 | ) | $ | (32,504 | ) | |
| Depreciation and amortization | 2,894 | 1,685 | 8,509 | 5,546 | ||||||||
| Net Interest | 3,133 | 2,285 | 11,394 | 6,719 | ||||||||
| Taxes | (472 | ) | 100 | 497 | 400 | |||||||
| EBITDA | 65,504 | (6,094 | ) | 1,088 | (19,839 | ) | ||||||
| Loss on satellite deorbit and launch failure | — | — | — | 666 | ||||||||
| Change in fair value of contingent earnout liability | (65,761 | ) | — | (67,026 | ) | — | ||||||
| Change in fair value of warrant liabilities | (21,929 | ) | 198 | 1,600 | 198 | |||||||
| Other income (expense), net | 1,046 | (643 | ) | 5,021 | (824 | ) | ||||||
| Stock-based compensation | 5,034 | 709 | 11,634 | 2,160 | ||||||||
| Mergers and acquisition related expenses | 5,474 | — | 9,718 | — | ||||||||
| Other unusual one-time costs | — | — | 387 | — | ||||||||
| Other acquisition accounting amortization | 60 | — | 60 | — | ||||||||
| Adjusted EBITDA | $ | (10,572 | ) | $ | (5,830 | ) | $ | (37,518 | ) | $ | (17,639 | ) |
GAAP to Non-GAAP Reconciliations – Q1 2022 and Fiscal Year2022 Financial Outlook
| Q1’22 Ranges | ||||||
|---|---|---|---|---|---|---|
| (In thousands, except per share data) | Low | High | ||||
| Revenue | $ | 16,500 | $ | 17,500 | ||
| **** | Low | **** | **** | High | **** | |
| Income (loss) from operations (GAAP) | $ | (21,964 | ) | $ | (20,964 | ) |
| Adjustments: | ||||||
| Exclude stock based compensation | 2,164 | 2,164 | ||||
| Exclude merger and acquisition related expenses | 2,200 | 2,200 | ||||
| Exclude amortization of purchased intangibles | 1,600 | 1,600 | ||||
| Exclude other acquisition accounting amortization | 200 | 200 | ||||
| Income (loss) from operations(Non-GAAP) | $ | (15,800 | ) | $ | (14,800 | ) |
| **** | Low | **** | **** | High | **** | |
| Net income (loss) per share (GAAP) | $ | (0.19 | ) | $ | (0.18 | ) |
| Adjustments: | ||||||
| Exclude stock based compensation | 0.02 | 0.02 | ||||
| Exclude merger and acquisition related expenses | 0.02 | 0.02 | ||||
| Exclude purch intangibles and other purch acctg amortization | 0.01 | 0.01 | ||||
| Net income (loss) per share (Non-GAAP) | $ | (0.14 | ) | $ | (0.13 | ) |
| Weighted-average shares used in computing basic and diluted net loss per share | 139,097,813 | 139,097,813 | ||||
| **** | Low | **** | **** | High | **** | |
| Net income (loss) (GAAP) | $ | (25,493 | ) | $ | (24,493 | ) |
| Depreciation and amortization | 5,034 | 5,034 | ||||
| Net Interest | 3,022 | 3,022 | ||||
| Taxes | 421 | 421 | ||||
| EBITDA | $ | (17,016 | ) | $ | (16,016 | ) |
| Stock-based compensation | 2,164 | 2,164 | ||||
| Mergers and acquisition related expenses | 2,152 | 2,152 | ||||
| Other acquisition accounting amortization | 200 | 200 | ||||
| Adjusted EBITDA | $ | (12,500 | ) | $ | (11,500 | ) |
| FY 2022 Ranges | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Low | High | |||||
| Revenue | 85,000 | 90,000 | ||||
| **** | Low | **** | **** | High | **** | |
| Income (loss) from operations (GAAP) | $ | (68,386 | ) | $ | (63,386 | ) |
| Adjustments: | ||||||
| Exclude stock based compensation | 9,051 | 9,051 | ||||
| Exclude merger and acquisition related expenses | 3,660 | 3,660 | ||||
| Exclude amortization of purchased intangibles | 6,646 | 6,646 | ||||
| Exclude other acquisition accounting amortization | 729 | 729 | ||||
| Income (loss) from operations(Non-GAAP) | $ | (48,300 | ) | $ | (43,300 | ) |
| **** | Low | **** | **** | High | **** | |
| Net income (loss) per share (GAAP) | $ | (0.58 | ) | $ | (0.55 | ) |
| Adjustments: | ||||||
| Exclude stock based compensation | 0.06 | 0.06 | ||||
| Exclude merger and acquisition related expenses | 0.03 | 0.03 | ||||
| Exclude purch intangibles and other acq acctg amortization | 0.05 | 0.05 | ||||
| Net income (loss) per share (Non-GAAP) | $ | (0.44 | ) | $ | (0.41 | ) |
| Weighted-average shares used in computing basic and diluted net loss per share | 139,388,340 | 139,388,340 | ||||
| **** | Low | **** | **** | High | **** | |
| Net income (loss) (GAAP) | $ | (81,663 | ) | $ | (76,663 | ) |
| Depreciation and amortization | 21,027 | 21,027 | ||||
| Net Interest | 12,089 | 12,089 | ||||
| Taxes | 1,136 | 1,136 | ||||
| EBITDA | $ | (47,411 | ) | $ | (42,411 | ) |
| Stock-based compensation | 9,051 | 9,051 | ||||
| Mergers and acquisition related expenses | 3,660 | 3,660 | ||||
| Other acquisition accounting amortization | 700 | 700 | ||||
| Adjusted EBITDA | $ | (34,000 | ) | $ | (29,000 | ) |
Contacts
Hillary Yaffe
Head of Communications
Hillary.Yaffe@spire.com
Eileen Askew
NMN Advisors – Investor Relations
Eileen@nmnadvisors.com