Cover Page
Cover Page - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Mar. 20, 2023 | Dec. 31, 2021 | Sep. 08, 2021 | |
Document Information [Line Items] | ||||
Document Type | 10-K | |||
Document Period End Date | Dec. 31, 2022 | |||
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 | 138,734,688 | |||
Entity Central Index Key | 0001753539 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Entity Ex Transition Period | false | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Public Float | $ 266,366,137 | |||
Document Quarterly Report | true | |||
Common stock shares outstanding (in shares) | 119,508,000 | 114,452,000 | 31,625,000 | |
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 $11.50 | |||
Trading Symbol | BKSY.W | |||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | McLean, VA |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 34,181 | $ 165,586 |
Restricted cash | 2,835 | 2,518 |
Short-term investments | 37,982 | 0 |
Accounts receivable, net of allowance of $0 and $39, respectively | 3,112 | 2,629 |
Prepaid expenses and other current assets | 4,713 | 6,264 |
Contract assets | 5,706 | 1,678 |
Total current assets | 88,529 | 178,675 |
Property and equipment - net | 71,584 | 70,551 |
Operating lease right of use assets - net | 3,586 | 0 |
Goodwill | 9,393 | 9,393 |
Investment in equity method investees | 5,285 | 4,002 |
Intangible assets - net | 1,918 | 2,480 |
Satellite procurement work in process | 50,954 | 40,102 |
Other assets | 2,841 | 560 |
Total assets | 234,090 | 305,763 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 14,368 | 10,837 |
Amounts payable to equity method investees | 3,728 | 5,613 |
Contract liabilities - current | 6,783 | 11,266 |
Other current liabilities | 2,048 | 2,819 |
Total current liabilities | 26,927 | 30,535 |
Liability for estimated contract losses | 714 | 6,054 |
Long-term contract liabilities | 109 | 568 |
Operating lease liabilities | 3,132 | 0 |
Derivative liabilities | 5,113 | 16,925 |
Long-term debt - net of current portion | 76,219 | 71,408 |
Other liabilities | 2 | 653 |
Total liabilities | 112,216 | 126,143 |
Commitments and contingencies (Note 24) | ||
Stockholders’ equity: | ||
Class A common stock, $0.0001 par value-authorized, 300,000 shares; issued, 121,938 and 117,160 shares; outstanding, 119,508 shares and 114,452 shares as of December 31, 2022 and 2021, respectively. | 12 | 11 |
Additional paid-in capital | 666,973 | 650,518 |
Accumulated deficit | (545,111) | (470,909) |
Total stockholders’ equity | 121,874 | 179,620 |
Total liabilities and stockholders’ equity | 234,090 | 305,763 |
Operating lease right of use assets - net | $ 3,586 | $ 0 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 08, 2021 |
Current assets: | |||
Accounts Receivable, Allowance | $ 0 | $ 39 | |
Stockholders' equity: | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common stock, shares issued (in shares) | 121,938,000 | 117,160,000 | |
Common stock shares outstanding (in shares) | 119,508,000 | 114,452,000 | 31,625,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Revenue | $ 65,350 | $ 34,085 |
Costs and expenses | ||
Selling, general and administrative | 79,672 | 86,655 |
Research and development | 739 | 112 |
Depreciation and amortization | 35,661 | 14,306 |
Satellite impairment loss | 0 | 18,407 |
Operating loss | (86,549) | (120,143) |
Gain on debt extinguishment | 0 | 4,059 |
Gain on derivatives | 11,812 | 23,885 |
Income on equity method investment | 2,087 | 1,027 |
Interest income | 1,116 | 0 |
Interest expense | (5,426) | (5,165) |
Other income (expense), net | 2,081 | (147,656) |
Loss before income taxes | (74,879) | (243,993) |
Income tax (expense) benefit | 0 | 0 |
Loss from continuing operations | (74,879) | (243,993) |
Gain (loss) from discontinued operations | 707 | (1,650) |
Income tax (expense) benefit | 0 | 0 |
Gain (loss) from discontinued operations, net of income taxes | 707 | (1,650) |
Net loss | (74,172) | (245,643) |
Other comprehensive income | 0 | 0 |
Total comprehensive loss | $ (74,172) | $ (245,643) |
Basic: | ||
Loss from continuing operations (in dollars per share) | $ (0.64) | $ (3.37) |
(Loss)/gain from discontinued operations, net of tax (in dollars per share) | 0.01 | (0.02) |
Net loss per share of common stock (in dollars per share) | (0.63) | (3.39) |
Diluted: | ||
Loss from continuing operations (in dollars per share) | (0.64) | (3.37) |
(Loss)/gain from discontinued operations, net of tax (in dollars per share) | 0.01 | (0.02) |
Net loss per share of common stock, diluted (in dollars per share) | $ (0.63) | $ (3.39) |
Imagery & software analytical services | ||
Revenue | ||
Revenue | $ 47,415 | $ 15,365 |
Costs and expenses | ||
Costs excluding depreciation and amortization | 14,462 | 13,013 |
Professional & engineering services | ||
Revenue | ||
Revenue | 17,935 | 18,720 |
Costs and expenses | ||
Costs excluding depreciation and amortization | $ 21,365 | $ 21,735 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock warrants | Merger Common Stock warrants | Sponsor Shares | Promissory Notes | Common Stock | Common Stock Common Stock warrants | Common Stock Merger Common Stock warrants | Common Stock Sponsor Shares | Common Stock Promissory Notes | Additional Paid-in Capital | Additional Paid-in Capital Common Stock warrants | Additional Paid-in Capital Merger Common Stock warrants | Additional Paid-in Capital Sponsor Shares | Additional Paid-in Capital Promissory Notes | Accumulated Deficit |
Balance at beginning of period at Dec. 31, 2020 | $ (32,813) | $ 3 | $ 191,168 | $ (223,984) | ||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 34,692,000 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 42,582 | 42,582 | ||||||||||||||
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 (in shares) | 1,044,000 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 130 | 130 | ||||||||||||||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 546,000 | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 111,000 | |||||||||||||||
Issuance of common stock on conversion (in shares) | 2,289,000 | 3,251,000 | 11,187,000 | 7,736,000 | 958,000 | 2,289,000 | ||||||||||
Issuance of common stock on conversion | $ 38,329 | $ 77,097 | $ 1 | $ 1 | $ 38,328 | $ 77,096 | ||||||||||
Issuance of Sponsor Shares | (17,659) | (17,659) | ||||||||||||||
Reverse recapitalization, net (in shares) | 34,584,000 | |||||||||||||||
Reverse recapitalization, net | 200,917 | $ 4 | 202,195 | (1,282) | ||||||||||||
Repurchase and retirement of common stock | 0 | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 8,038 | $ 8,038 | ||||||||||||||
Other comprehensive income (loss) | 0 | |||||||||||||||
Net loss | (245,643) | (245,643) | ||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 179,620 | $ 11 | 650,518 | (470,909) | ||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 114,452,000 | 114,452,000 | ||||||||||||||
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 | |||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 114,452,000 | 114,452,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | $ 21,477 | 21,477 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 709,000 | 709,000 | ||||||||||||||
Issuance of common stock upon exercise of stock options | $ 47 | 47 | ||||||||||||||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 200,000 | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 6,728,000 | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units | 1 | $ 1 | ||||||||||||||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock (in shares) | 2,566,000 | |||||||||||||||
Withholding of restricted stock units to satisfy tax withholding obligations upon the vesting of restricted stock units | $ (5,069) | (5,069) | ||||||||||||||
Repurchase and retirement of common stock (in shares) | (14,603) | (15,000) | ||||||||||||||
Repurchase and retirement of common stock | $ (30) | (30) | ||||||||||||||
Other comprehensive income (loss) | 0 | |||||||||||||||
Net loss | (74,172) | (74,172) | ||||||||||||||
Balance at end of period at Dec. 31, 2022 | $ 121,874 | $ 12 | $ 666,973 | $ (545,111) | ||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 119,508,000 | 119,508,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (74,172) | $ (245,643) |
Gain (loss) from discontinued operations, net of income taxes | 707 | (1,650) |
Loss from continuing operations | (74,879) | (243,993) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 35,661 | 14,306 |
Operating lease right of use assets amortization | 1,640 | 0 |
Gain on debt extinguishment | 0 | 4,059 |
Bad debt (recovery) expense | (22) | 58 |
Stock-based compensation expense | 20,025 | 42,571 |
Loss on issuance of 2021 convertible Bridge Notes | 0 | 99,669 |
Issuance costs for derivative liabilities and debt carried at fair value | 0 | 48,009 |
Amortization of debt discount and issuance costs | 1,805 | 1,807 |
Income on equity method investment | (2,087) | (1,027) |
Loss on disposal of property and equipment | 0 | 24 |
Gain on derivatives | (11,812) | (23,885) |
Satellite impairment loss | 0 | 18,407 |
Interest income | (656) | 0 |
Other, net | 106 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (461) | 216 |
Contract assets - current and long-term | (5,996) | 2,118 |
Prepaid expenses and other current assets | 1,413 | (5,207) |
Other assets | (12) | (309) |
Accounts payable and accrued liabilities | (74) | 2,543 |
Other current liabilities | (1,180) | (2,680) |
Contract liabilities - current and long-term | (4,942) | (5,262) |
Liability for estimated contract losses | (5,340) | (198) |
Other liabilities | 2,355 | 3,020 |
Net cash used in operating activities | (44,456) | (53,872) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (11,677) | (1,266) |
Satellite procurement work in process | (32,385) | (62,643) |
Purchase of short-term investments | (50,343) | 0 |
Proceeds from Sale of Short-Term Investments | 13,000 | 0 |
Purchase of domain name | 0 | (7) |
Proceeds from equity method investment | 804 | 302 |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (80,601) | (63,614) |
Net cash used in investing activities | (81,579) | (63,614) |
Cash flows from financing activities: | ||
Proceeds from recapitalization transaction, net of payment of equity issuance costs | 0 | 244,880 |
Payments of transaction costs related to Sponsor Shares | 0 | (291) |
Proceeds from issuance of debt | 0 | 58,573 |
Proceeds from options exercised | 47 | 130 |
Proceeds from warrants exercised | 0 | 163 |
Capital lease payments | 0 | 2 |
Debt payments | 0 | (22,198) |
Deferred Offering Costs | 31 | 0 |
Payments for debt issuance costs | 0 | (6,238) |
Withholding tax payments on vesting of restricted stock units | (5,069) | 0 |
Net cash (used in) provided by financing activities | (5,053) | 275,017 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (131,088) | 157,531 |
Cash, cash equivalents, and restricted cash – beginning of year | 168,104 | 10,573 |
Cash, cash equivalents, and restricted cash – end of period | 37,016 | 168,104 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash and cash equivalents | 34,181 | 165,586 |
Restricted cash | 2,835 | 2,518 |
Total cash, cash equivalents, and restricted cash | 37,016 | 168,104 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 5 | 378 |
Supplemental disclosures of non-cash financing and investing information: | ||
Capitalized stock-based compensation | 1,470 | 11 |
Capitalized interest for property and equipment placed into service | 220 | 620 |
Accretion of short-term investments' discounts and premiums | 640 | 0 |
Repurchase and retirement of common stock | 30 | 0 |
Equity issuance costs accrued but not paid | 491 | 0 |
Issuance of common stock due to Bridge Notes, net of issuance costs | 0 | 106,353 |
Issuance of common stock warrants due to Bridge Notes | 0 | 18,800 |
Issuance of Common Stock Upon Settlement of Promissory Notes | 0 | 8,038 |
Net exercise of common stock warrants | 0 | 210 |
Conversion of Bridge Notes | 0 | 77,097 |
Net exercise of Bridge Note warrants | 0 | 38,329 |
Contingent liability for working capital adjustment and use taxes to M&Y Space Co. Ltd | 0 | 1,650 |
Increase of debt principal for paid-in-kind interest | 3,006 | 2,889 |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (978) | 0 |
Common Stock warrants | ||
Supplemental disclosures of non-cash financing and investing information: | ||
Net exercise of common stock warrants in connection with merger | 0 | 1,324 |
Property, Plant and Equipment | ||
Supplemental disclosures of non-cash financing and investing information: | ||
Property and equipment additions accrued but not paid | $ 6,455 | $ 5,222 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
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. The Company owns and operates one of the industry's leading high-performance low earth orbit small satellite constellations. Our constellation is optimized to cost-efficiently capture imagery at high revisit rates where and when our customers need it. BlackSky’s Spectra AI software platform processes millions of observations a day from our proprietary satellite constellation and from multiple external data sources including imaging, radar and radio frequency satellites, environmental sensors, asset tracking sensors, Internet of Things (“IoT”) connected devices, internet-enabled narrative sources, and a variety of geotemporal data feeds. Spectra AI employs advanced, proprietary artificial intelligence ("AI") and machine learning (“ML”) techniques to process, analyze, and transform these data feeds into alerts, information, and insights. Customers can access Spectra AI’s data and analytics through easy-to-use web services or through platform application programming interfaces. As of December 31, 2022, BlackSky had 14 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 less than 20%, as equity method investments (Note 7). The Company made two disclosures related to 2021 that were previously undisclosed. The first relates to a supplemental cash flow disclosure on the paid-in-kind interest on a loan. The second relates to payments made to Thales Alenia Space in the FN 22 – Related Party Transactions. The Company believes both disclosures are immaterial to the 2021 consolidated financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 consolidated financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) and the instructions to Form 10-K and Article 8 of Regulation S-X of the Securities and Exchange Commission (the "SEC"). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. In addition, the consolidated financial statements include the Company’s proportionate share of the earnings or losses of its equity method investments and a corresponding increase or decrease to its investment, with recorded losses 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 have included goodwill and intangible assets. Legacy BlackSky was considered the acquirer based on the facts and circumstances, including the following factors evaluated at the time of the Merger: • Legacy BlackSky’s former stockholders held a majority ownership interest in BlackSky; • Legacy BlackSky’s senior management team comprise senior management of BlackSky; • Legacy BlackSky was able to designate all but one director to BlackSky’s initial board; • Legacy BlackSky was 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 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. Effective January 1, 2022, the Company reorganized its captions on the consolidated statements of operations and comprehensive loss to better align the Company’s broad portfolio. As a result, for the year ended December 31, 2021, the amounts presented to reflect the impact of the reorganization have been recasted. This resulted in a $9.7 million reclassification between imagery & software analytical services revenue and professional & engineering services revenue and an $8.5 million reclassification between imagery & software analytical service costs, excluding depreciation and amortization and professional & engineering service costs, excluding depreciation and amortization in the Company's consolidated statements of operations and comprehensive loss. Effective January 1, 2022, we adopted Accounting Standards Codification (ASC) Topic 842, " Leases" ("ASC 842") (Note 3). The adoption of this standard is reflected in the amounts and disclosures set forth in this Form 10-K. The Company’s consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, including derivative financial instruments, which are stated at fair value. The Company also incurred debt, which was also stated at fair value and subsequently converted to equity in the Merger. Unless otherwise indicated, amounts presented in the Notes pertain to the Company’s continuing operations. 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. Use of Estimates The preparation of the 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 revenue 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 include, but are not limited to, revenue and associated cost recognition, the collectability of accounts receivable, the recoverability and useful lives of property and equipment, the valuation of equity warrants and warrant liabilities, fair value estimates, the recoverability of goodwill and intangible assets, the provision for income taxes, and stock-based compensation. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash in banks and highly liquid investments with original maturities of three months or less. Restricted Cash The Company classifies cash as restricted when the cash is unavailable for withdrawal or usage for general operations. Restricted cash represents certificates of deposits held by a bank as a compensating balance for letters of credit that facilitate certain contracts with customers and cash collateral for leasing arrangements. Accounts Receivable - net Accounts receivable are customer obligations due to the Company under normal trade terms. The majority of the Company's sales are with U.S. federal government and agencies, which limits uncollectible accounts receivable. The Company performs continuing credit evaluations on each customer’s financial condition and reviews accounts receivable on a periodic basis to determine if any accounts receivable will potentially be uncollectible. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. After all attempts to collect an accounts receivable balance have failed, the accounts receivable balance is written off against the allowance for doubtful accounts. The Company assessed all existing accounts receivable and recorded an allowance for doubtful accounts of $0 and $39 thousand as of December 31, 2022 and 2021, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses are advance payments made in the ordinary course of business and are amortized on a straight-line basis over the period of benefit. Other current assets consist primarily of non-trade receivables. Investments In May 2022, we began investing a portion of our cash and cash equivalents in short-term investments, which generally consist of A-1, or higher, rated corporate debt and governmental securities. Our investments are classified as held-to-maturity and have a stated maturity date of one year or less from the balance sheet date. Any investments with original maturities less than three months are considered cash equivalents. As of December 31, 2022 and 2021, the Company’s short-term investments had a carrying value of $38.0 million and $0, respectively, which represents amortized cost, and an aggregate fair value of $37.9 million and $0, respectively. The gross unrecognized holding losses as of December 31, 2022 and 2021 was $134 thousand and $0, respectively; there were not any gross unrecognized holding gains as of December 31, 2022 or 2021. Property and Equipment - net Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recognized in the consolidated statements of operations and comprehensive loss on a straight-line basis over the estimated useful life of the related asset to its residual value. The estimated useful lives are as follows: Estimated useful lives-years Satellites 3 Computer equipment and software 3 Site and other equipment 2 - 5 Office furniture and fixtures 5 Leasehold improvements shorter of useful life or remaining lease term Capitalized satellite costs include material costs, labor costs incurred from the start of the pre-acquisition stage through the construction stage, insurance, and the costs incurred to launch the satellite into orbit for its intended use. Labor costs incurred prior to and after the pre-acquisition and construction stages are charged to expense. Once the satellite has reached orbit and makes contact with the Company's network, the Company commences depreciation. The designated useful life of the Company's satellites is estimated to be three years, and depreciation is recognized using the straight-line method. Subsequent to launch, the Company's satellites must meet certain performance and operational criteria to be deemed commercially viable. If the criteria are not met, the Company assesses the satellite for impairment. The Company capitalizes internal and external costs incurred to develop and implement internal-use software, which consist primarily of costs related to design, coding, and testing. Internal costs include salaries and allocations of fringe and stock-based compensation. When the software is ready for its intended use, capitalization ceases and such costs are amortized on a straight-line basis over the estimated life to either depreciation or cost of sales depending on the nature of the software. Costs incurred prior to and after the application development stage are charged to expense. We regularly review our capitalized software projects for impairment. Goodwill, Intangible Assets - net, and Other Long-Lived Assets Goodwill Goodwill represents the excess of purchase price over the fair value of the identifiable assets acquired less the liabilities assumed in the acquisition of a business. Goodwill is tested annually for impairment at October 1, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level by first taking a qualitative approach to determine whether it is more likely than not that a reporting unit's fair value is less than its carrying value. If the Company determines that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company compares the reporting unit’s carrying amount to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. In testing for goodwill impairment, the Company may utilize a mix of income and market approaches that include the use of comparable multiples of publicly traded companies whose services are comparable to ours. The Company continuously evaluates whether indicators of impairment exist to determine whether it is necessary to perform a quantitative goodwill impairment test. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include (a) a significant decline in the Company's common stock value; (b) a significant decline in the Company's expected future cash flows; (c) a significant adverse change in legal factors or in the business climate; (d) unanticipated competition; (e) the testing for recoverability of a significant asset group within a reporting unit; or (f) slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on the consolidated financial statements. Long-Lived Assets and Finite-Lived Intangible Assets The Company reviews long-lived assets, including finite-lived intangible assets, property and equipment, satellite procurement work in process and other long-term assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Significant judgments in this area involve determining whether a triggering event has occurred and determining the future cash flows for assets involved. In conducting this analysis, the Company compares the undiscounted cash flows expected to be generated from the long-lived assets (or asset group) to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment charge is measured and recognized based upon the difference between the carrying value of long-lived assets (or asset group) and their fair value. Intangible assets subject to amortization include customer backlog and relationships, distribution agreements, and technology. Such intangible assets, excluding customer-related intangibles, are amortized on a straight-line basis over their estimated useful lives. Customer-related intangible assets are amortized on either a straight-line or accelerated basis, depending upon the pattern in which the economic benefits of the intangible asset are utilized. The estimated useful lives of the Company's finite-lived intangible assets are as follows: Estimated useful lives-years Distribution agreements 2 Customer backlog and relationships 1 - 10 Technology 3 - 5 Equity Method Investments Investments where the Company has the ability to exercise significant influence, but not control, are accounted for under the equity method of accounting and are included in investment in equity method investees on the Company's consolidated balance sheets. Significant influence typically exists if the Company has a 20% to 50% ownership interest in the investee or retains a voting seat on the investee's board of directors. Under this method of accounting, the Company's share of the net earnings or losses of the investee are included in the Company's consolidated statements of operations and comprehensive loss. Equity method investments are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Intra-entity profits arising from the sale of assets from the equity method investments to the Company are eliminated and deferred if those assets are still held by the Company at the end of the reporting period. The intra-entity profits will be recognized as the assets are consumed. Satellite Procurement Work in Process Satellite procurement work in process primarily represents deposits paid to (a) LeoStella for the progress payments associated with the engineering, long lead procurement of satellite components, and manufacturing of the Company's satellites and (b) launch service vendors for the costs associated with launching the Company's satellites. Satellite procurement work in process capitalized, but not yet paid, is recognized as the Company has the rights to the in-process assets that LeoStella is engineering on the Company's behalf or a refund of amounts paid to date, less certain costs. At launch, these costs, and other costs incurred to put a satellite into service, are aggregated and reclassified as property and equipment, subject to depreciation (Note 9). Contingent Liabilities The Company may become involved in litigation or other financial claims in the normal course of its business operations. The Company periodically analyzes currently available information relating to these claims, assesses the probability of loss, and provides a range of possible outcomes when it believes that sufficient and appropriate information is available. The Company accrues a liability for those contingencies where the occurrence of a loss is probable and the amount can be reasonably estimated. If a loss is probable and a range of amounts can be reasonably estimated but no amount within the range is a better estimate than any other amount in the range, then the minimum of the range is accrued. We do not accrue a liability when the likelihood that the liability has been incurred is believed to be probable but the amount cannot be reasonably estimated or when the likelihood that a liability has been incurred is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact could potentially be material, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss. Fair Value of Financial Instruments The Company accounts for certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The process for analyzing the fair value measurement of certain financial instruments on a recurring, or non-recurring, basis includes significant judgment and estimates of inputs including, but not limited to, share price, volatility, discount for lack of marketability, application of an appropriate discount rate, and probability of liquidating events. The Company utilizes the market valuation methodology and specific option pricing methodology, such as the Monte Carlo simulation, method to value the more complex financial instruments and the Black-Scholes option-pricing model to value standard common stock warrants and common stock options. The framework for measuring fair value specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Inputs. Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 Inputs. Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 Inputs. Inputs are unobservable inputs which reflect the Company’s own assumptions on what assumptions market participants would use in pricing the asset or liability based on the best available information. Revenue Recognition The Company generates revenue from the sale of imagery and software analytical services and professional and engineering services. Imagery and software analytical services revenue includes imagery, data, software, and analytics. This revenue is recognized from services rendered under non-cancellable subscription order agreements or variable not-to-exceed purchase orders. Professional and engineering services revenue is generated from both time and materials basis contracts and firm fixed price service solutions contracts and firm fixed price long-term engineering and construction contracts. The Company generates revenue primarily through contracts with government agencies. Some of the fixed price contracts include multiple promises, which are generally separated as distinct performance obligations. The Company allocates the transaction price to each performance obligation based on the relative standalone selling prices using observable sales transactions where applicable. In accordance with Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASC 606”), the Company uses the five-step model of identifying the performance obligations contained in a contract, determining transaction price, allocating transaction price, and determining when performance obligations are satisfied can require the application of significant judgment, as further discussed below. Revenue is measured at the fair value of consideration received or receivable and net of discounts. The Company applies a policy election to exclude transaction taxes collected from customer sales when the tax is both imposed on and concurrent with a specific revenue-producing transaction. The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract. The Company did not have any active contracts with significant variable consideration as of December 31, 2022. Imagery & Software Analytical Services Revenue Imagery Imagery services include imagery delivered from the Company’s satellites in orbit via our Spectra AI platform and in limited cases directly uploaded to certain customers. Customers can directly task our proprietary satellite constellation to collect and deliver imagery over specific locations, sites and regions that are critical to their operations. We offer customers several service level options that include basic plans for on-demand tasking or multi-year assured access programs, where customers can secure priority access and imaging capacity at a premium over a region of interest on a take or pay basis. Imagery revenue is recognized ratably over the subscription period or at the point in time the customer receives access to the imagery. Data, Software, and Analytics The Company leverages proprietary AI and ML algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party space and terrestrial sources to provide hard-to-get data, insights, and analytics for customers. The Company continues to integrate and enhance its offerings by performing contract development, while retaining the intellectual property rights. The Company also offers services related to object, change and anomaly detection, site monitoring, and enhanced analytics, through which the Company can detect key pattern of life changes in critical locations such as ports, airports, and construction sites; retail activity; commodities stockpiles; and other sites that contain critical commodities and supply chain information . Our analytics services are also offered on a subscription or consumption basis and provide customers with access to our site monitoring, event monitoring and global data services. Software analytical services revenue derived from data, software, and analytics is recognized from the rendering of analytical and monitoring services over time on a firm fixed price, or at the point in time the customer receives access to an analytic product. Professional and Engineering Services Revenue The Company provides technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training. The Company uses system engineers to support customer efforts to manage mass quantities of data. For firm fixed price professional service contracts, the Company recognizes revenue using total estimated costs to complete the performance obligation, ("Estimate at Completion" or "EAC"). A performance obligation’s EAC includes all direct costs such as labor, materials, subcontract costs and overhead. In addition, an EAC of a performance obligation includes future losses estimated to be incurred on contracts, as and when known. For contracts structured as cost-plus-fixed-fee or on a time and materials basis, the Company generally recognizes revenue based on the right-to-invoice when practically expedient, as the Company is contractually able to invoice the customer based on the control transferred to the customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The Company also develops and delivers advanced launch vehicle, satellite and payload systems for a limited number of customers that leverage the Company’s capabilities in mission systems engineering and operations, ground station operations, and software and systems development. 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 EAC. The estimation of total estimated costs at completion is subject to many variables and requires judgment. The Company 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. 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 year ended December 31, 2022, the Company recognized $2.3 million of unfavorable cumulative adjustments to revenue directly from estimated cost increases on two professional and engineering services contracts (Note 6). All, or a portion, of this cumulative adjustment will be recognized in future revenue as the percentage of completion increases over time. During the year ended December 31, 2021, the Company recognized a $4.6 million unfavorable impact to revenue attributable to changes in estimates for two professional and engineering services contracts. During the year ended December 31, 2022, there was no revenue recognized from performance obligations satisfied in previous period s . Imagery and Software Analytical Service and Professional and Engineering Service Costs Imagery and software analytical service costs primarily include internal labor to support the ground station network and space operations, third-party data and imagery, and cloud computing and hosting services. The Company recognizes stock-based compensation expense for those employees whose work supports the imagery and software analytical service costs we provide to customers, under imagery and software analytical service costs, excluding depreciation and amortization. For those employees who provide these services to support customer-based programs, the stock-based compensation expense is classified under imagery and software analytical services costs. Professional and engineering service costs primarily include the cost of internal labor for design and engineering in support of long-term development contracts for launch vehicle, satellite, and payload systems, as well as subcontract direct materials and external labor costs to build and test specific components, such as the communications system, payload demands, and sensor integration. In addition, we also recognize internal labor costs and external subcontract labor costs for our customer-centric software service solutions. We recognize stock-based compensation expense for those employees who provide professional and engineering services support to customers, under professional and engineering service costs, excluding depreciation and amortization. Research and Development Costs The Company primarily incurs research and development costs, which are expensed as incurred, for data science modeling and algorithm development related to its geospatial analytical platform. In addition, the Company recognizes costs incurred before the technological feasibility stage for internal projects, such as aerospace and other satellite developments, as research and development costs. Advertising Costs Advertising costs are expenses associated with promoting the Company’s services and products. Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. For the years ended December 31, 2022 and 2021, advertising costs were $1.3 million and $1.1 million, respectively. Income Taxes The Company accounts for income taxes following the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enacted date. The Company measures deferred tax assets based on the amount that the Company believes is more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of existing taxable temporary differences, tax-planning strategies, and historical results of recent operations. In evaluating the objective evidence that historical results provide, the Company considers three trailing years of cumulative operating income or loss. Valuation allowances are provided, if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2022 and 2021. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company's effective tax rate in the future. The Company believes that its tax positions comply with applicable tax law. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company's income tax expense or benefit, liability and/or receivable, deferred tax assets and liabilities, and liabilities for uncertain tax benefits reflect management’s best assessment of estimated current and future taxes to be paid or received. Stock-Based Compensation Restricted Stock Awards and Restricted Stock Units The Company has granted restricted stock awards ("RSAs") and grants restricted stock units ("RSUs") to certain employees, for which the grant date fair value is equal to the trading price fair value of the Class A common stock on the date of grant. In order to determine the fair value of its Class A common stock on the date of grant and prior to the Merger, Legacy BlackSky historically performed a valuation analysis using a combination of market and income approaches. 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 recognize the fair value as compensation cost over the |
Accounting Standards Update ("A
Accounting Standards Update ("ASU") | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Standards Update ("ASU") | 3. Accounting Standards Updates (“ASU”) Accounting Standards Recently Adopted Effective January 1, 2022, the Company adopted ASC 842. The amendments in this update required the recognition of lease assets and lease liabilities on the balance sheet, as well as certain qualitative disclosures regarding leasing arrangements. The Company adopted ASC 842 using the modified retrospective method, with the cumulative effect of initially applying these updates recognized at the date of initial application. The adoption of this standard is reflected in the amounts and disclosures set forth in this Form 10-K. Upon adoption, the Company recognized operating lease ROU assets of $3.6 million, current operating lease liabilities Effective January 1, 2022, the Company adopted 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 was applied on a prospective basis. There were no material impacts to the consolidated financial statements upon adoption. Accounting Standards Recently Issued But Not Yet Adopted 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 will adopt this guidance as of January 1, 2023 and we do not expect this guidance will materially impact the Company. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
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 agreements 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 consolidated balance sheets and statements of changes in redeemable convertible 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 consolidated balance sheets and consolidated statements of changes in stockholders’ equity (deficit) as of and for the year ended December 31, 2021. • 7.9 million shares of Osprey class B common stock that were outstanding immediately prior to the Merger were converted to 7.9 million shares of Osprey class A common stock, inclusive of 2.4 million shares that are subject to (1) up to a seven The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statement of changes in stockholder's equity (deficit) for the year ended December 31, 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 (19,165) Proceeds from Reverse Recapitalization, net payment of BlackSky equity issuance costs $ 244,880 Less: non-cash assets and warrant liabilities assumed from Osprey (43,963) Net impact from Reverse Recapitalization to BlackSky's equity $ 200,917 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 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue Disaggregation of Revenue The Company earns revenue through the sale of imagery and software analytical services and professional and engineering services. The Company’s management primarily disaggregates revenue as follows: (i) imagery; (ii) data, software and analytics; and (iii) professional and engineering services. This disaggregation allows the Company to evaluate market trends in certain imagery and software analytical services and professional and engineering services. These offerings currently have both recurring and non-recurring price attributes, particularly the professional and engineering services offerings. The following table disaggregates revenue by type for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in thousands) Imagery $ 34,242 $ 8,648 Data, software and analytics 13,173 6,717 Engineering services 9,372 9,039 Professional services 8,563 9,681 Total revenue $ 65,350 $ 34,085 The approximate revenue based on geographic location of customers is as follows for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in thousands) North America $ 54,052 $ 29,557 Middle East 3,459 2,661 Asia 6,246 1,300 Other 1,593 567 Total revenue $ 65,350 $ 34,085 Revenue from significant customers for the years ended December 31, 2022 and 2021 is as follows: Years Ended December 31, 2022 2021 (in thousands) U.S. federal government and agencies $ 53,186 $ 29,382 International governments 11,375 4,102 Commercial and other 789 601 Total revenue $ 65,350 $ 34,085 As of December 31, 2022 and 2021, accounts receivable consisted of the following: December 31, December 31, 2022 2021 (in thousands) U.S. federal government and agencies $ 2,540 $ 2,576 International government 261 76 Commercial and other 311 16 Allowance for doubtful accounts — (39) Total accounts receivable $ 3,112 $ 2,629 Backlog Backlog represents the future sales we expect to recognize on firm orders received by the Company and is equivalent to the Company’s remaining performance obligations at the end of each period. It comprises both |
Contract Assets and Liabilities
Contract Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, December 31, 2022 2021 (in thousands) Contract assets - current Unbilled revenue $ 5,706 $ 788 Contract assets — 890 Total contract assets - current $ 5,706 $ 1,678 Contract assets - long-term Unbilled revenue - long-term $ 1,287 $ — Contract assets - long-term 681 — Total contract assets - long-term (1) $ 1,968 $ — Contract liabilities - current Deferred revenue - short-term $ 6,783 $ 11,082 Other contract liabilities - short-term — 184 Total contract liabilities - current $ 6,783 $ 11,266 Deferred revenue - long-term — 568 Other contract liabilities - long-term 109 — Total contract liabilities - long-term $ 109 $ 568 (1) Total contract assets - long term is included in other assets in the consolidated balance sheets. Deferred revenue and other contract liabilities are reported as contract liabilities in the accompanying consolidated balance sheets. 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 for the year ended December 31, 2022 were as follows: Contract Assets Contract Liabilities (in thousands) Balance on January 1, 2022 $ 1,678 $ 11,834 Billings or revenue recognized that was included in the beginning balance (788) (10,576) Changes in contract assets or contract liabilities, net of reclassification to receivables 6,992 2,317 Cumulative catch-up adjustment arising from changes in estimates to complete — 2,778 Cumulative catch-up adjustment arising from contract modification — 614 Changes in costs to fulfill and amortization of commission costs (208) — Changes in contract commission costs — (75) Balance on December 31, 2022 $ 7,674 $ 6,892 |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2022 | |
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 years ended December 31, 2022 or 2021; the Company received distributions of $0.8 million and $0.3 million during the years ended December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company remitted $28.0 million and $19.3 million, respectively, of payments to LeoStella for satellite manufacturing and satellite software development. LeoStella's revenue from related parties was $26.1 million and $46.2 million for the years ended December 31, 2022 and 2021, respectively. The Company had differences between the carrying value of its equity method investments and the underlying equity in the net assets of the investees of $2.6 million and $2.9 million as of December 31, 2022 and 2021, respectively. The difference is the result of the elimination of upstream intra-entity profits from the sale of satellites. 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 December 31, 2022, the Company's interest in X-Bow was less than 20%. The following tables present summarized financial information for the Company’s equity method investments as of December 31, 2022 and December 31, 2021 and for the years ended December 31, 2022 and 2021. December 31, December 31, Summarized balance sheets 2022 2021 (in thousands) Current assets $ 61,473 $ 60,652 Non-current assets 10,308 5,798 Total assets $ 71,781 $ 66,450 Current liabilities $ 35,695 $ 39,612 Noncurrent liabilities 2,642 706 Total liabilities $ 38,337 $ 40,318 Years Ended December 31, Summarized statements of operations 2022 2021 (in thousands) Revenue $ 41,668 $ 61,802 Net (loss) income (6,000) 6,540 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
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. Under a transition services agreement that ended in March 2022, the Company provided post-closing transition services to Spaceflight, including, but not limited to, the sublease of the Company’s office facility in Seattle, Washington and common area maintenance fees related to the sublease. Settlement Arrangement for the Sale of 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. 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 September 2021. As a result, the Company recorded a reduction to the accrued liability and a reduction to satellite procurement in the consolidated balance sheet as of December 31, 2021. On February 9, 2022, the Company received an indemnification claim notice regarding certain collection and tax payments related to the Share Purchase Agreement dated as of January 31, 2020 among BlackSky Holdings, Inc., Spaceflight, and M&Y Space. On October 21, 2022, the parties agreed to the framework for a global settlement of such indemnification claims, to include a settlement payment by the Company of $1.0 million and a holdback amount of $0.1 million subject to M&Y Space Co.’s ability to collect against certain receivables. As a result, we reduced our existing contingent liability by $0.7 million, which was recorded as a gain from discontinued operations in the year ended December 31, 2022. The following summarizes the components of the gain (loss) from discontinued operations, net of income taxes, that the Company has reported in the consolidated statements of operations and comprehensive loss. The Company recognized an unfavorable working capital adjustment of $1.7 million during the year ended December 31, 2021 primarily related to a potential shortfall in accounts receivable in the closing balance sheet delivered to M&Y Space. Years Ended December 31, 2022 2021 (in thousands) Major classes of line items constituting loss from discontinued operations: Revenue - launch services $ — $ — Total operating costs and expenses — — Operating loss — — Loss from discontinued operations, before income taxes — — Gain (loss) on disposal of discontinued operations 707 (1,650) Total gain (loss) from discontinued operations, net of income taxes 707 (1,650) |
Property And Equipment_net
Property And Equipment—net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment—net | 9. Property and Equipment - net The following summarizes property and equipment - net as of: December 31, December 31, 2022 2021 (in thousands) Satellites $ 116,219 $ 93,709 Software 8,503 — Software development in process 2,942 — Computer equipment 1,996 1,372 Office furniture and fixtures 674 744 Other equipment 631 682 Site equipment 2,558 1,504 Total 133,523 98,011 Less: accumulated depreciation (61,939) (27,460) Property and equipment — net $ 71,584 $ 70,551 Depreciation of property and equipment from continuing operations was $35.1 million and $12.9 million for the years ended December 31, 2022 and 2021, respectively. The Company disposed of property and equipment, which consisted of site equipment, furniture and ground station equipment of $0.6 million and $2.9 million, during the years ended December 31, 2022 and 2021, respectively, for a loss of $0 and $24 thousand for the years ended December 31, 2022 and 2021, respectively. On May 15, 2021, a rocket carrying two of the Company's satellites suffered a failure during flight, resulting in the loss of both satellites. 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. There was no impairment for the year ended December 31, 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 October 1, 2022. The Company determined that no triggering events occurred that would require the Company to quantitatively test goodwill for impairment during the year ended December 31, 2022. As of December 31, 2022, the Company believes that the estimated fair values of the BlackSky reporting unit is still in excess of its respective carrying value and therefore is not at-risk of being impaired. To the extent this reporting unit realizes actual operating results in the future below forecasted results, or realizes decreases in forecasted results as compared to previous forecasts or, in the event the estimated fair value of the reporting unit decreases (as a result, among other things, of changes in market capitalization, including further declines in the stock price), the Company may incur goodwill impairment charges in the future. Goodwill was as follows: December 31, 2022 December 31, 2021 (in thousands) Gross carrying amount $ 9,393 $ 9,393 Accumulated impairment losses — — Net carrying value of goodwill $ 9,393 $ 9,393 Intangible Assets The components of intangible assets were as follows: December 31, 2022 December 31, 2021 (in thousands) Gross carrying amount $ 6,530 $ 6,530 Accumulated amortization (4,612) (4,050) Net carrying amount (1) $ 1,918 $ 2,480 (1) For the years ended December 31, 2022 and 2021, the net carrying amount of intangible assets was made up entirely of customer relationships. For the years ended December 31, 2022 and 2021, amortization expense related to intangible assets was $0.6 million and $1.4 million, respectively. These amounts were included in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss. The Company estimates that it will have the following amortization expense for the future periods indicated below: For the years ending December 31: (in thousands) 2023 $ 561 2024 561 2025 561 2026 235 Total $ 1,918 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, December 31, 2022 2021 (in thousands) Accounts payable $ 2,421 $ 1,723 Accrued payroll 6,127 4,089 Accrued professional services, legal, and other general and administrative 3,040 2,043 Accrued cost of goods sold and other expenses 2,780 2,982 Total accounts payable and accrued liabilities $ 14,368 $ 10,837 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 12. Other Current Liabilities The components of other current liabilities were as follows: December 31, December 31, 2022 2021 (in thousands) Other current liabilities $ 256 $ 324 Accrued interest 1,176 — Current portion of capital lease — 49 Operating lease right-of-use liabilities 530 — Contingent liability 86 761 Working capital liability — 1,685 Total other current liabilities $ 2,048 $ 2,819 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit PlanThe Company has a 401(k) savings plan. Eligible employees may voluntarily contribute a percentage of their compensation to their 401(k) account. The Company provides a 401(k) employer match of 50% of the first 6% of the employee’s salary contribution. The benefit vests over a five-year period beginning 90 days after the employee’s date of hire. For the years ended December 31, 2022 and 2021, the 401(k) employer match expense was $0.9 million and $0.6 million, respectively, for continuing operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company's consolidated effective income tax rate from continuing operations for the years ended December 31, 2022 and 2021 was 0.0%. The Company's provision for income taxes from continuing operations for the years ended December 31, 2022 and 2021 is as follows: Years Ended December 31, 2022 2021 (in thousands) Current: Federal $ — $ — State — — Total current $ — $ — Deferred: Federal — — State — — Total deferred $ — $ — Total provision for income taxes $ — $ — The Company’s operations are domestically located and therefore, the Company is not subject to tax in foreign jurisdictions. Income tax (benefit) expense differed from the amount computed by applying the federal statutory income tax rate of 21% to loss before income taxes due to the following items for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in thousands) Tax benefit at federal statutory rate $ (15,725) $ (51,673) Non-deductible compensation (1,092) 4,431 State tax, net of federal benefit (3,227) (3,296) Valuation allowance 18,834 25,631 Shortfall of stock compensation deduction 3,190 — Non-deductible interest — 21,715 Non-taxable warrants (2,481) (5,016) Uncertain tax position — 8,449 Other 501 (241) Income tax (expense) benefit $ — $ — The income tax (expense) benefit as of December 31, 2022 and 2021 was $0. The tax benefits associated with losses generated by the consolidated group have been reduced by a full valuation allowance as the Company does not believe it is more-likely-than-not that the losses will be utilized. Deferred tax assets and liabilities as of December 31, 2022 and 2021, consisted of the following: December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 54,892 $ 45,181 Sec. 163(j) carryforward 7,741 6,414 Accruals and reserves 1,613 2,359 Deferred revenue 271 778 Capital loss carryforward 3,919 3,689 Section 174 - research expenditures 6,238 — Other deferred tax assets 6,385 3,631 Total deferred tax assets 81,059 62,052 Valuation allowance (80,137) (61,460) Total net deferred tax assets 922 592 Deferred tax liabilities Basis difference in intangibles (468) (588) Other deferred tax liabilities (454) (4) Total deferred tax liabilities (922) (592) Net deferred tax liabilities $ — $ — The Company continues to provide for a full valuation allowance on its net deferred tax assets as the Company does not believe it is more-likely-than-not that the losses will be utilized after evaluation of all significant positive and negative evidence including, but not limited to, historical cumulative losses over the prior three-year period, as adjusted for permanent items, insufficient sources of taxable income in prior carryback periods and unavailability of prudent and feasible tax-planning strategies. Below is a summary of the Company's estimated loss and tax credit carryforwards. In the year ended December 31, 2022, the Company performed a historic ownership change analysis and concluded that $1.5 million of federal net operating loss carryforward pre-tax attributes were subject to limitations, as defined by the Internal Revenue Code Sections 382 and 383. Tax Effected Expiration (in thousands) Federal net operating loss (“NOL”) carryforward $ 7,966 2033-2036 Federal NOL carryforward 45,122 Indefinite Federal capital loss carryforward 3,919 2025 State NOL carryforwards 1,804 2037-2042 At December 31, 2022 and 2021 the Company had $252.8 million and $213.9 million of net operating loss (“NOL”) carryforwards for U.S. federal tax purposes, respectively. U.S. federal tax NOL carryforwards generated prior to 2018 of $37.9 million will expire, if unused, between 2033-2036. Under the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act, federal NOL carryforwards generated in tax years beginning after December 31, 2017 may be carried forward indefinitely. As of December 31, 2022, the Company had $214.9 million of NOL carryforwards generated after 2017 for U.S. federal tax purposes, which may be used to offset 80% of its taxable income annually. The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. Tax years 2014-2021 remain open for examination. Below is a tabular reconciliation of the total amounts of unrecognized tax benefits: 2022 2021 (in thousands) Unrecognized tax benefits - January 1 $ 8,443 $ — Gross increase - tax positions in current period — 8,443 Gross increase - tax positions in prior period 563 — Unrecognized tax benefits - December 31 $ 9,006 $ 8,443 The majority of the unrecognized tax benefits as of the year ended December 31, 2022 is from the valuation of guaranteed incentives shares issued for SVB guarantors. The balance of unrecognized tax benefits as of December 31, 2022 and 2021, if recognized, would not affect our effective tax rate and would result in adjustments to other tax accounts, primarily deferred tax assets and the net operating loss carry forward. |
Debt and Other Financing
Debt and Other Financing | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Other Financing | 15. Debt and Other Financing The carrying value of the Company’s outstanding debt consisted of the following amounts: December 31, December 31, 2022 2021 (in thousands) Current portion of long-term debt $ — $ — Non-current portion of long-term debt 77,132 74,126 Total long-term debt 77,132 74,126 Unamortized debt issuance cost (913) (2,718) Outstanding balance $ 76,219 $ 71,408 The outstanding debt was solely comprised of loans from related parties with effective interest rates of 7.41% to 8.00% and a maturity date of October 31, 2024. Under the Company’s loan agreements, minimum required maturities are as follows: For the years ending December 31, (in thousands) 2023 — 2024 77,132 Total outstanding $ 77,132 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 16). On February 18, 2021, the Company completed the closing of a second tranche of the Bridge Notes, raising an aggregate principal amount of $40.0 million from an existing stockholder and from new investors. 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. In connection with the Merger, all of the Company’s issued and outstanding Bridge Notes were converted into Legacy BlackSky class A common stock at a conversion price of 80% of the deemed value of a single Legacy BlackSky class A common share and, immediately thereafter, those Legacy BlackSky class A common shares were exchanged for Osprey class A common shares based on the class A common stock exchange ratio. As of December 31, 2022 and 2021, the Company had no convertible Bridge Notes outstanding. In connection with the 2021 Omnibus Amendment, the investors guaranteeing the Silicon Valley Bank (“SVB”) line of credit further reaffirmed their guarantees and received a one-time issuance of seven shares of Legacy BlackSky class A common stock for every dollar guaranteed. 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. 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 warrants 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 the Company's common shares at the exchange rate applicable to the Company’s common stock. 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 9% until October 31, 2023 and 10% from November 1, 2023 to the maturity date of October 31, 2024. 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. Fair Value of Debt The estimated fair value of all of the Company’s outstanding long-term debt was $73.2 million and $76.1 million as of December 31, 2022 and December 31, 2021, respectively, which is different than the historical costs of such long-term debt as reflected in the Company’s consolidated balance sheets. 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 December 31, 2022, 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 December 31, 2022. |
Equity Warrants Classified as D
Equity Warrants Classified as Derivative Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity Warrants Classified as Derivative Liabilities | 16. Equity Warrants Classified as Derivative Liabilitieserivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration and are included in derivative liabilities in the Company's consolidated balance sheets. Any change in fair value between the respective reporting dates is recognized as an unrealized gain or loss in the accompanying consolidated statements of operations and comprehensive loss (Note 23). In the year ended December 31, 2022, the Company's derivative liabilities were made up of only the equity warrants and the Sponsor Shares. In the year ended December 31, 2021, the Company's derivative liabilities included warrants, Consent Fees from the Bridge Notes (see Note 15), and Legacy BlackSky preferred stock warrants. The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants at December 31, 2022: Number of Shares Exercise Price Redemption Price Expiration Date Classification Gain in value for the year ended December 31, 2022 Fair Value at December 31, 2022 (in thousands) (in thousands) Public Warrants 15,813 $ 11.50 $ 18.00 9/9/2026 Liability $ 6,600 $ 2,097 Private Placement Warrants 4,163 $ 11.50 $ 18.00 9/9/2026 Liability 1,623 874 Private Placement Warrants 4,163 $ 20.00 $ 18.00 9/9/2026 Liability 541 458 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 Company’s consolidated balance sheets. |
Other (Expense)_Income
Other (Expense)/Income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other (Expense)/Income | 17. Other (Expense) Income Years Ended December 31, 2022 2021 (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) Debt issuance costs expensed for debt carried at fair value — (47,718) Transaction costs associated with derivative liabilities — (291) Proceeds from earn-out payment 2,000 — Other 81 22 $ 2,081 $ (147,656) In the year ended December 31, 2022, performance on an earn-out condition within the Share Purchase Agreement dated as of January 31, 2020 among BlackSky Holdings, Inc., Spaceflight, and M&Y Space was met and thus, the Company received payment of $2.0 million. In February 2021, Legacy BlackSky issued Bridge Notes in two tranches (Note 15). 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. Legacy BlackSky incurred and expensed $47.6 million in debt issuance costs related to the Bridge Notes issued in February 2021 and the modification of existing debt arrangements at that time. These debt issuance costs consisted of 8.5 million shares of Legacy BlackSky class A common stock valued at $43.9 million that were issued to certain guarantors in conjunction with modification of Legacy BlackSky’s SVB line of credit and $3.7 million paid to third-parties in cash. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 18. Stockholders’ Equity Class A Common Stock As of December 31, 2022, 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 December 31, 2022 consisted of 121.9 million and 119.5 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: December 31, December 31, 2022 2021 (in thousands) Common stock warrants (exercisable for class A common stock) treated as equity 1,770 1,770 Stock options outstanding 8,641 5,022 Restricted stock units outstanding 7,854 10,959 Public Warrants (exercisable for class A common stock) treated as liability 15,813 15,813 Private Placement Warrants (exercisable for class A common stock) treated as liability 8,325 8,325 Shares available for future grant 135,645 140,951 Total class A common stock reserved 178,048 182,840 The Company has approximately 2.4 million Sponsor Shares that are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company’s Class A common stock, and therefore are required to be recorded as derivative liabilities at their fair value and adjusted to fair value at each reporting period. As a result, as of December 31, 2022 and December 31, 2021, the Company's derivative liabilities in the consolidated balance sheets included Sponsor Shares of $1.7 million and $4.7 million, respectively. The Company recorded a $3.0 million gain on derivatives in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 related to the fair value adjustments of these Sponsor Shares. The Sponsor Shares have the following provisions: Terms Contractual Life Seven years from the closing date of the Merger Release Provision Exactly half of the Sponsor Shares have a release provision ("Release") at such time that the volume weighted average price ("VWAP") is equal to, or greater than, $15.00 per share for ten of any twenty consecutive trading days. The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $17.50 per share for ten of any twenty consecutive trading days. There is an additional provision for acceleration of the Release upon a defined change in control. Forfeiture Provision If, within the seven |
Net Loss Per Share of Class A C
Net Loss Per Share of Class A Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss)/Income Per Share of Class A Common Stock | 19. Net Loss Per Share of Class A Common Stock The following table includes the calculation of basic and diluted net (loss) income per share: Years Ended December 31, 2022 2021 (in thousands except per share information) Loss from continuing operations $ (74,879) $ (243,993) Gain (loss) from discontinued operations 707 (1,650) Net loss available to common stockholders $ (74,172) $ (245,643) Basic and diluted net loss per share - continuing operations $ (0.64) $ (3.37) Basic and diluted net gain (loss) per share - discontinued operations 0.01 (0.02) Basic and diluted net loss per share $ (0.63) $ (3.39) Shares used in the computation of basic and diluted net loss per share 117,821 72,462 The potentially dilutive securities listed below were not included in the calculation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive during the years ended December 31, 2022 and 2021. Years Ended December 31, 2022 2021 (in thousands) Restricted class A common stock 57 335 Common Stock warrants 1,770 1,770 Stock options 8,641 5,022 Restricted stock units 7,854 10,959 Public Warrants (exercisable for class A common stock) treated as liability 15,813 15,813 Private Placement Warrants (exercisable for class A common stock) treated as liability 8,325 8,325 Sponsor Shares 2,372 2,372 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 20. Stock-Based Compensation The Company adopted two equity incentive plans in prior years. 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. 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 were granted with an exercise price per share equal to at least the estimated fair value of the underlying class A common stock on the date of grant. The vesting period was determined through individual award agreements and was generally over a four-year period. Awards generally expired 10 years from the date of grant. As of December 31, 2022, the Company had 41 thousand and 1.4 million options outstanding, respectively, under the 2011 and 2014 Plans. The stock-based compensation expense attributable to continuing operations is included in the consolidated statements of operations and comprehensive loss as indicated in the table below. Effective January 1, 2022, the Company reorganized its captions on the consolidated statements of operations and comprehensive loss to better align the Company’s broad portfolio. As a result, for the year ended December 31, 2021, the amounts presented to reflect the impact of the reorganization have been recasted. This resulted in a $2.3 million reclassification of stock compensation expense between imagery & software analytical service costs, excluding depreciation and amortization and professional & engineering service costs, excluding depreciation and amortization in the Company's consolidated statements of operations and comprehensive loss. Years Ended December 31, 2022 2021 (in thousands) Imagery & software analytical service costs, excluding depreciation and amortization $ 553 $ 1,824 Professional & engineering service costs, excluding depreciation and amortization 1,341 2,297 Selling, general and administrative 18,131 38,450 Total stock-based compensation expense $ 20,025 $ 42,571 The stock-based compensation expense recorded for the RSUs during the year ended December 31, 2021 included a cumulative adjustment for service completed from the grant date to the close of the Merger as the result of a vested performance condition. Additionally, the Company recorded stock-based compensation related to capitalized internal labor for software development activities of $1.5 million and $11 thousand during the years ended December 31, 2022 and 2021, respectively. These amounts are included in property, plant, and equipment - net in the consolidated balance sheets. Stock Options Following the Merger, the outstanding stock options issued under the 2011 Plan and the 2014 Plan may be exercised (subject to their original vesting, exercise and other terms and conditions) to purchase a number of shares of class A common stock equal to the number of shares of Legacy BlackSky class A common stock, as adjusted for the common stock exchange ratio, subject to the same terms and conditions as were applicable to such Legacy BlackSky stock option (each an “Assumed Company Stock Option”). The exercise price per share of each Assumed Company Stock Option was equal to the quotient obtained by dividing the exercise price per share applicable to such Legacy BlackSky stock option by the common stock exchange ratio. The Black-Scholes option pricing model is used to determine the fair value of options granted. The Company utilized assumptions concerning expected term, a risk-free interest rate, and expected volatility to determine such values. A summary of the weighted-average assumptions used by the Company is presented below: Years Ended December 31, 2022 2021 Fair value per common share $2.06 - $2.15 $ 5.40 Weighted-average risk-free interest rate 3.20% - 4.72% 1.44 % Volatility 33.90% - 41.10% 33.40 % Expected term (in years) 7.63 8.00 Dividend rate 0 % 0 % 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 had vested, and for stock options that were not yet vested, the incremental fair value has been recognized as stock-based compensation expense over the remaining vesting period. A summary of the Company’s stock option activity under the Plans during the year ended December 31, 2022 is presented below: Options Weighted-Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Outstanding - January 1, 2022 5,022 $ 4.49 Granted 5,305 2.14 Exercised (709) 0.07 Forfeited (977) 7.21 Outstanding - December 31, 2022 8,641 3.10 8.68 $ 1,868 Exercisable - December 31, 2022 1,898 2.73 6.15 1,333 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 years ended December 31, 2022 and 2021 was $1.8 million and $7.1 million, respectively. The total fair value of options vested during the years ended December 31, 2022 and 2021 was $1.2 million and $0.9 million, respectively. As of December 31, 2022, there was $6.6 million of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 3.4 years. Restricted Stock Awards During the year ended December 31, 2020, the Company granted RSAs, which vest based upon the individual award agreements and generally vest over a three A summary of the Company’s nonvested RSA activity during the year ended December 31, 2022 is presented below: Restricted Stock Awards Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2022 335 $ 0.01 Vested (200) 0.01 Canceled (78) 0.01 Nonvested - December 31, 2022 57 0.01 The Company has not granted any RSAs since 2020. As of December 31, 2022, there was $1 thousand of total unrecognized compensation cost related to nonvested RSAs granted under the Plan, which is expected to be recognized over a weighted-average period of 1.7 years. The total grant date fair value of shares vested during the year ended December 31, 2022 was $2 thousand. Restricted Stock Units The Company granted an aggregate of 4.6 million RSUs to certain employees and service providers during the year ended December 31, 2022 under the 2021 Plan. The general vesting provisions are that 25% will vest on the one A summary of the Company’s nonvested RSU activity during the year ended December 31, 2022 is presented below: Restricted Stock Units Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2022 10,959 $ 6.77 Granted 4,558 2.06 Vested (6,728) 6.92 Canceled (935) 5.36 Nonvested - December 31, 2022 7,854 4.08 A significant portion of the pre-Merger RSU grants vested in accordance with the vesting schedule of 180 days subsequent to the Merger. During the year ended December 31, 2022, 2.6 million of the vested RSUs were withheld to satisfy payroll tax withholding obligations, which was recorded to additional paid-in capital totaling $5.1 million. Unrecognized compensation costs related to nonvested restricted stock units totaled $18.0 million as of December 31, 2022, which is expected to be recognized over a weighted-average period of 2.5 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 21. Leases Total Lease Cost As described in Note 3, effective January 1, 2022, we adopted ASC 842 using the optional transition method. We did not recast the prior period consolidated financial statements and all prior period amounts and disclosures are presented under ASC Topic 840, " Leases" . The components of rent expense, which are included in selling, general and administrative expenses in the Company's consolidated statements of operations and comprehensive loss, were as follows: Year Ended December 31, 2022 (in thousands) Operating lease expense $ 1,861 Variable lease expense 960 Short-term lease expense 127 Sublease income (127) Total rent expense $ 2,821 Supplemental Balance Sheet Information Supplemental operating lease balance sheet information consists of the following: As of December 31, 2022 (in thousands) Operating lease right of use assets - net $ 3,586 Other current liabilities 530 Operating lease liabilities 3,132 Total operating lease liabilities $ 3,662 Other Supplemental Information Other supplemental operating lease information consists of the following for the year ended December 31, 2022: Operating cash flows for operating leases (in thousands) $ 1,771 ROU assets obtained in exchange for new lease liabilities (in thousands) $ 5,225 Weighted average remaining lease term (in years) 9.36 Weighted average discount rate 10.95 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 22. Related Party Transactions A summary of the Company’s related party transactions during the year ended December 31, 2022 is presented below: Amount Due to Related Party as of December 31, December 31, 2022 2021 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. $ 20,787 $ 19,977 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. 56,345 54,149 Amount Due to Related Party as of Total Payments in the year ended December 31, December 31, December 31, Nature of Relationship 2022 2021 2022 2021 Name Description of the Transactions (in thousands) LeoStella Joint Venture Design, development and manufacture of multiple satellites. $ 28,042 $ 19,257 $ 3,728 $ 8,381 X-Bow Equity Method Investee In 2017, the Company received stock in X-Bow. As of December 31, 2022, the Company had a less than 20% investment in X-Bow and had one Board seat. As described in Note 7, the Company has engaged X-Bow to develop a rocket for the Company. 900 1,865 — — Ursa Space Systems Strategic Partner The chairman of the Company’s board of directors, Will Porteous, is also an investor and member of the board of directors of Ursa Space Systems. The Company has a non-cancelable operational commitment with Ursa Space Systems. 583 809 — 83 Thales Alenia Space Shareholder and Parent of Wholly-owned Subsidiary, Seahawk (Debt Issuer) Design, development and manufacture of telescopes. 11,388 6,050 693 — In January 2023, the Company finalized a settlement agreement with LeoStella whereby the Company agreed to pay certain outstanding invoices of $1.4 million and LeoStella agreed to purchase certain customer satellite equipment from the Company for $1.0 million. The net amount due from the Company of $0.4 million was paid to LeoStella in February 2023. As a result of the agreement, as of December 31, 2022, the Company accrued for the proceeds from the sale of the equipment as a reduction in the amounts owed to LeoStella and reduced professional & engineering service costs, excluding depreciation and amortization for the year ended December 31, 2022. Interest on the term loan facility is accrued and compounded annually. No significant interest payments were made in the years ended December 31, 2022 or 2021. The Company had interest due to related parties of $1.2 million, included in other current liabilities as of December 31, 2022, and $0.5 million included in other liabilities as of December 31, 2021. In February 2021, in connection with the Bridge Notes, the Company agreed to pay Consent Fees of $2.5 million to Intelsat and Seahawk, which were settled for cash at the closing of the Merger (Note 15). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 23. Fair Value of Financial Instruments The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value: December 31, 2022 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) (in thousands) Liabilities Public Warrants $ 2,097 $ — $ — Private Placement Warrants — — 1,332 Sponsor Shares — — 1,684 $ 2,097 $ — $ 3,016 December 31, 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 $ 8,697 $ — $ — Private Placement Warrants — — 3,496 Sponsor Shares — — 4,732 $ 8,697 $ — $ 8,228 The carrying values of the following financial instruments approximated their fair values as of December 31, 2022 and December 31, 2021 based on their maturities: cash and cash equivalents, restricted cash, short-term investments, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, leases payable and other current liabilities. There were no transfers into or out of any of the levels of the fair value hierarchy during the years ended December 31, 2022 or 2021. Changes in the fair value of the Level 3 liabilities during the year ended December 31, 2021 of $3.4 million included the Bridge Notes, Private Placement Warrants, Sponsor Shares, Class A common stock warrants, Legacy BlackSky preferred stock warrants, and Consent Fees. The following is a summary of changes in the fair value of the Level 3 liabilities during the year ended December 31, 2022: Sponsor Shares Private Placement Warrants (in thousands) Balance, January 1, 2022 $ 4,732 $ 3,496 Gain from changes in fair value (3,048) (2,164) Balance, December 31, 2022 $ 1,684 $ 1,332 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 24. Commitments and Contingencies Legal Proceedings From time to time, we may become involved in various claims and legal proceedings arising in the ordinary course of business, which, by their nature, are inherently unpredictable. We are not currently a party to any material claims or legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Other Contingencies 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. As a result of this correspondence, the Company has updated its liability including interest and penalties based on its best estimate as of December 31, 2022. The following table summarizes the estimated indirect tax liability activity during the year ended December 31, 2022: (in thousands) Balance, January 1, 2022 $ 737 Payments (504) Adjustment to Expense (146) Balance, December 31, 2022 $ 87 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 a commitment for launch and integration services with a launch services provider. As of December 31, 2022, the Company had a commitment for one launch, to include up to two satellites at a future estimated launch date for $1.7 million. The terms of the arrangement also allow the Company to remanifest the satellites if significant delays in excess of 365 days or other inexcusable delays occur with the provider. Subsequent to remanifest efforts four months after the 365 days, the Company can request a refund of all recoverable costs. Payment terms are 15 days from invoice date. In addition, we have various other operational commitments for the next several years totaling $9.8 million as of December 31, 2022. |
Concentrations, Risks, and Unce
Concentrations, Risks, and Uncertainties | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations, Risks, and Uncertainties | 25. 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 years ended December 31, 2022 and 2021, revenue from customers representing 10% or more of the consolidated revenue from continuing operations was $27.3 million and $15.4 million, respectively. Accounts receivable related to these customers as of December 31, 2022 and 2021 was $0 and $1.3 million, respectively. Revenue from the U.S. federal government and agencies was $53.2 million and $29.4 million for the years ended December 31, 2022 and 2021, respectively. Accounts receivable related to U.S. federal government and agencies was $2.5 million and $2.6 million as of December 31, 2022 and 2021, 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 December 31, 2022 and 2021, the Company evaluated the realizability of the aged accounts receivable, giving consideration to each customer’s financial history and liquidity position, credit rating and the facts and circumstances of collectability on each outstanding account, and did not have a significant reserve for uncollectible account. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 26. Subsequent Events On March 8, 2023, the Company completed the closing of a private placement whereby the Company issued 16,403,677 shares of the Company’s Class A common stock and warrants to purchase up to an additional 16,403,677 shares of Common Stock. The purchase price of each share and associated warrant was $1.79. The aggregate gross proceeds to the Company from the private placement were approximately $29.5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the private placement for general corporate purposes, including working capital. The warrants have an exercise price of $2.20 per share of common stock, and are exercisable beginning on September 8, 2023 until September 8, 2028. The warrants issued in the private placement provide that a holder of warrants will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise; provided, however, that each holder may increase or decrease the beneficial ownership limitation by giving notice to the Company; but not to any percentage in excess of 9.99%. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Preparation The Company has prepared its consolidated financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) and the instructions to Form 10-K and Article 8 of Regulation S-X of the Securities and Exchange Commission (the "SEC"). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. In addition, the consolidated financial statements include the Company’s proportionate share of the earnings or losses of its equity method investments and a corresponding increase or decrease to its investment, with recorded losses 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 have included goodwill and intangible assets. Legacy BlackSky was considered the acquirer based on the facts and circumstances, including the following factors evaluated at the time of the Merger: • Legacy BlackSky’s former stockholders held a majority ownership interest in BlackSky; • Legacy BlackSky’s senior management team comprise senior management of BlackSky; • Legacy BlackSky was able to designate all but one director to BlackSky’s initial board; • Legacy BlackSky was 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 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. Effective January 1, 2022, the Company reorganized its captions on the consolidated statements of operations and comprehensive loss to better align the Company’s broad portfolio. As a result, for the year ended December 31, 2021, the amounts presented to reflect the impact of the reorganization have been recasted. This resulted in a $9.7 million reclassification between imagery & software analytical services revenue and professional & engineering services revenue and an $8.5 million reclassification between imagery & software analytical service costs, excluding depreciation and amortization and professional & engineering service costs, excluding depreciation and amortization in the Company's consolidated statements of operations and comprehensive loss. Effective January 1, 2022, we adopted Accounting Standards Codification (ASC) Topic 842, " Leases" ("ASC 842") (Note 3). The adoption of this standard is reflected in the amounts and disclosures set forth in this Form 10-K. |
Use of Estimates | Use of Estimates The preparation of the 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 revenue 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 include, but are not limited to, revenue and associated cost recognition, the collectability of accounts receivable, the recoverability and useful lives of property and equipment, the valuation of equity warrants and warrant liabilities, fair value estimates, the recoverability of goodwill and intangible assets, the provision for income taxes, and stock-based compensation. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash in banks and highly liquid investments with original maturities of three months or less. Restricted Cash The Company classifies cash as restricted when the cash is unavailable for withdrawal or usage for general operations. Restricted cash represents certificates of deposits held by a bank as a compensating balance for letters of credit that facilitate certain contracts with customers and cash collateral for leasing arrangements. |
Accounts Receivable - net | Accounts Receivable - netAccounts receivable are customer obligations due to the Company under normal trade terms. The majority of the Company's sales are with U.S. federal government and agencies, which limits uncollectible accounts receivable. The Company performs continuing credit evaluations on each customer’s financial condition and reviews accounts receivable on a periodic basis to determine if any accounts receivable will potentially be uncollectible. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. After all attempts to collect an accounts receivable balance have failed, the accounts receivable balance is written off against the allowance for doubtful accounts. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses are advance payments made in the ordinary course of business and are amortized on a straight-line basis over the period of benefit. Other current assets consist primarily of non-trade receivables. |
Investments | Investments In May 2022, we began investing a portion of our cash and cash equivalents in short-term investments, which generally consist of A-1, or higher, rated corporate debt and governmental securities. Our investments are classified as held-to-maturity and have a stated maturity date of one year or less from the balance sheet date. Any investments with original maturities less than three months are considered cash equivalents. As of December 31, 2022 and 2021, the Company’s short-term investments had a carrying value of $38.0 million and $0, respectively, which represents amortized cost, and an aggregate fair value of $37.9 million and $0, respectively. The gross unrecognized holding losses as of December 31, 2022 and 2021 was $134 thousand and $0, respectively; there were not any gross unrecognized holding gains as of December 31, 2022 or 2021. |
Property and Equipment - net | Property and Equipment - net Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recognized in the consolidated statements of operations and comprehensive loss on a straight-line basis over the estimated useful life of the related asset to its residual value. The estimated useful lives are as follows: Estimated useful lives-years Satellites 3 Computer equipment and software 3 Site and other equipment 2 - 5 Office furniture and fixtures 5 Leasehold improvements shorter of useful life or remaining lease term Capitalized satellite costs include material costs, labor costs incurred from the start of the pre-acquisition stage through the construction stage, insurance, and the costs incurred to launch the satellite into orbit for its intended use. Labor costs incurred prior to and after the pre-acquisition and construction stages are charged to expense. Once the satellite has reached orbit and makes contact with the Company's network, the Company commences depreciation. The designated useful life of the Company's satellites is estimated to be three years, and depreciation is recognized using the straight-line method. Subsequent to launch, the Company's satellites must meet certain performance and operational criteria to be deemed commercially viable. If the criteria are not met, the Company assesses the satellite for impairment. |
Goodwill, Intangible Assets - net, and Other Long-Lived Assets | Goodwill, Intangible Assets - net, and Other Long-Lived Assets Goodwill Goodwill represents the excess of purchase price over the fair value of the identifiable assets acquired less the liabilities assumed in the acquisition of a business. Goodwill is tested annually for impairment at October 1, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level by first taking a qualitative approach to determine whether it is more likely than not that a reporting unit's fair value is less than its carrying value. If the Company determines that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company compares the reporting unit’s carrying amount to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. In testing for goodwill impairment, the Company may utilize a mix of income and market approaches that include the use of comparable multiples of publicly traded companies whose services are comparable to ours. The Company continuously evaluates whether indicators of impairment exist to determine whether it is necessary to perform a quantitative goodwill impairment test. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include (a) a significant decline in the Company's common stock value; (b) a significant decline in the Company's expected future cash flows; (c) a significant adverse change in legal factors or in the business climate; (d) unanticipated competition; (e) the testing for recoverability of a significant asset group within a reporting unit; or (f) slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on the consolidated financial statements. Long-Lived Assets and Finite-Lived Intangible Assets The Company reviews long-lived assets, including finite-lived intangible assets, property and equipment, satellite procurement work in process and other long-term assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Significant judgments in this area involve determining whether a triggering event has occurred and determining the future cash flows for assets involved. In conducting this analysis, the Company compares the undiscounted cash flows expected to be generated from the long-lived assets (or asset group) to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment charge is measured and recognized based upon the difference between the carrying value of long-lived assets (or asset group) and their fair value. Intangible assets subject to amortization include customer backlog and relationships, distribution agreements, and technology. Such intangible assets, excluding customer-related intangibles, are amortized on a straight-line basis over their estimated useful lives. Customer-related intangible assets are amortized on either a straight-line or accelerated basis, depending upon the pattern in which the economic benefits of the intangible asset are utilized. |
Leases | Leases The Company leases office space under various non-cancellable operating leases with varying lease expiration dates through 2033. We determine whether a contract is or contains a lease and whether the lease should be classified as an operating or finance lease at contract inception. The Company determines if an arrangement is a lease at inception of the contract. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable. For leases where the rate is not determinable, the Company determines the incremental borrowing rate. We do not recognize a ROU asset and a |
Equity Method Investments | Equity Method Investments Investments where the Company has the ability to exercise significant influence, but not control, are accounted for under the equity method of accounting and are included in investment in equity method investees on the Company's consolidated balance sheets. Significant influence typically exists if the Company has a 20% to 50% ownership interest in the investee or retains a voting seat on the investee's board of directors. Under this method of accounting, the Company's share of the net earnings or losses of the investee are included in the Company's consolidated statements of operations and comprehensive loss. Equity method investments are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Intra-entity profits arising from the sale of assets from the equity method investments to the Company are eliminated and deferred if those assets are still held by the Company at the end of the reporting period. The intra-entity profits will be recognized as the assets are consumed. |
Satellite Procurement Work in Process | Satellite Procurement Work in Process Satellite procurement work in process primarily represents deposits paid to (a) LeoStella for the progress payments associated with the engineering, long lead procurement of satellite components, and manufacturing of the Company's satellites and (b) launch service vendors for the costs associated with launching the Company's satellites. Satellite procurement work in process capitalized, but not yet paid, is recognized as the Company has the rights to the in-process assets that LeoStella is engineering on the Company's behalf or a refund of amounts paid to date, less certain costs. At launch, these costs, and other costs incurred to put a satellite into service, are aggregated and reclassified as property and equipment, subject to depreciation (Note 9). |
Contingent Liabilities | Contingent Liabilities The Company may become involved in litigation or other financial claims in the normal course of its business operations. The Company periodically analyzes currently available information relating to these claims, assesses the probability of loss, and provides a range of possible outcomes when it believes that sufficient and appropriate information is available. The Company accrues a liability for those contingencies where the occurrence of a loss is probable and the amount can be reasonably estimated. If a loss is probable and a range of amounts can be reasonably estimated but no amount within the range is a better estimate than any other amount in the range, then the minimum of the range is accrued. We do not accrue a liability when the likelihood that the liability has been incurred is believed to be probable but the amount cannot be reasonably estimated or when the likelihood that a liability has been incurred is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact could potentially be material, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss. |
Debt Issuance Costs and Debt Discount | Debt Issuance Costs and Debt DiscountDebt issuance costs are capitalized and amortized to interest expense using the effective interest method over the life of the related debt. In prior years, a debt discount was recorded upon the issuance of detachable warrants, which were granted in conjunction with the issuance of debt and calculated at fair market value. The debt discount was amortized to interest expense using the effective interest method over the life of the related debt. Short-term and long-term debt are presented net of the unamortized debt issuance costs and debt discount in the consolidated balance sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The process for analyzing the fair value measurement of certain financial instruments on a recurring, or non-recurring, basis includes significant judgment and estimates of inputs including, but not limited to, share price, volatility, discount for lack of marketability, application of an appropriate discount rate, and probability of liquidating events. The Company utilizes the market valuation methodology and specific option pricing methodology, such as the Monte Carlo simulation, method to value the more complex financial instruments and the Black-Scholes option-pricing model to value standard common stock warrants and common stock options. The framework for measuring fair value specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Inputs. Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 Inputs. Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 Inputs. Inputs are unobservable inputs which reflect the Company’s own assumptions on what assumptions market participants would use in pricing the asset or liability based on the best available information. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of imagery and software analytical services and professional and engineering services. Imagery and software analytical services revenue includes imagery, data, software, and analytics. This revenue is recognized from services rendered under non-cancellable subscription order agreements or variable not-to-exceed purchase orders. Professional and engineering services revenue is generated from both time and materials basis contracts and firm fixed price service solutions contracts and firm fixed price long-term engineering and construction contracts. The Company generates revenue primarily through contracts with government agencies. Some of the fixed price contracts include multiple promises, which are generally separated as distinct performance obligations. The Company allocates the transaction price to each performance obligation based on the relative standalone selling prices using observable sales transactions where applicable. In accordance with Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASC 606”), the Company uses the five-step model of identifying the performance obligations contained in a contract, determining transaction price, allocating transaction price, and determining when performance obligations are satisfied can require the application of significant judgment, as further discussed below. Revenue is measured at the fair value of consideration received or receivable and net of discounts. The Company applies a policy election to exclude transaction taxes collected from customer sales when the tax is both imposed on and concurrent with a specific revenue-producing transaction. The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract. The Company did not have any active contracts with significant variable consideration as of December 31, 2022. Imagery & Software Analytical Services Revenue Imagery Imagery services include imagery delivered from the Company’s satellites in orbit via our Spectra AI platform and in limited cases directly uploaded to certain customers. Customers can directly task our proprietary satellite constellation to collect and deliver imagery over specific locations, sites and regions that are critical to their operations. We offer customers several service level options that include basic plans for on-demand tasking or multi-year assured access programs, where customers can secure priority access and imaging capacity at a premium over a region of interest on a take or pay basis. Imagery revenue is recognized ratably over the subscription period or at the point in time the customer receives access to the imagery. Data, Software, and Analytics The Company leverages proprietary AI and ML algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party space and terrestrial sources to provide hard-to-get data, insights, and analytics for customers. The Company continues to integrate and enhance its offerings by performing contract development, while retaining the intellectual property rights. The Company also offers services related to object, change and anomaly detection, site monitoring, and enhanced analytics, through which the Company can detect key pattern of life changes in critical locations such as ports, airports, and construction sites; retail activity; commodities stockpiles; and other sites that contain critical commodities and supply chain information . Our analytics services are also offered on a subscription or consumption basis and provide customers with access to our site monitoring, event monitoring and global data services. Software analytical services revenue derived from data, software, and analytics is recognized from the rendering of analytical and monitoring services over time on a firm fixed price, or at the point in time the customer receives access to an analytic product. Professional and Engineering Services Revenue The Company provides technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training. The Company uses system engineers to support customer efforts to manage mass quantities of data. For firm fixed price professional service contracts, the Company recognizes revenue using total estimated costs to complete the performance obligation, ("Estimate at Completion" or "EAC"). A performance obligation’s EAC includes all direct costs such as labor, materials, subcontract costs and overhead. In addition, an EAC of a performance obligation includes future losses estimated to be incurred on contracts, as and when known. For contracts structured as cost-plus-fixed-fee or on a time and materials basis, the Company generally recognizes revenue based on the right-to-invoice when practically expedient, as the Company is contractually able to invoice the customer based on the control transferred to the customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The Company also develops and delivers advanced launch vehicle, satellite and payload systems for a limited number of customers that leverage the Company’s capabilities in mission systems engineering and operations, ground station operations, and software and systems development. 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 EAC. The estimation of total estimated costs at completion is subject to many variables and requires judgment. The Company 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. 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 year ended December 31, 2022, the Company recognized $2.3 million of unfavorable cumulative adjustments to revenue directly from estimated cost increases on two professional and engineering services contracts (Note 6). All, or a portion, of this cumulative adjustment will be recognized in future revenue as the percentage of completion increases over time. During the year ended December 31, 2021, the Company recognized a $4.6 million unfavorable impact to revenue attributable to changes in estimates for two professional and engineering services contracts. During the year ended December 31, 2022, there was no revenue recognized from performance obligations satisfied in previous period s . Imagery and Software Analytical Service and Professional and Engineering Service Costs Imagery and software analytical service costs primarily include internal labor to support the ground station network and space operations, third-party data and imagery, and cloud computing and hosting services. The Company recognizes stock-based compensation expense for those employees whose work supports the imagery and software analytical service costs we provide to customers, under imagery and software analytical service costs, excluding depreciation and amortization. For those employees who provide these services to support customer-based programs, the stock-based compensation expense is classified under imagery and software analytical services costs. Professional and engineering service costs primarily include the cost of internal labor for design and engineering in support of long-term development contracts for launch vehicle, satellite, and payload systems, as well as subcontract direct materials and external labor costs to build and test specific components, such as the communications system, payload demands, and sensor integration. In addition, we also recognize internal labor costs and external subcontract labor costs for our customer-centric software service solutions. We recognize stock-based compensation expense for those employees who provide professional and engineering services support to customers, under professional and engineering service costs, excluding depreciation and amortization. |
Research and Development Costs | Research and Development Costs The Company primarily incurs research and development costs, which are expensed as incurred, for data science modeling and algorithm development related to its geospatial analytical platform. In addition, the Company recognizes costs incurred before the technological feasibility stage for internal projects, such as aerospace and other satellite developments, as research and development costs. |
Advertising Costs | Advertising CostsAdvertising costs are expenses associated with promoting the Company’s services and products. Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company accounts for income taxes following the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enacted date. The Company measures deferred tax assets based on the amount that the Company believes is more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of existing taxable temporary differences, tax-planning strategies, and historical results of recent operations. In evaluating the objective evidence that historical results provide, the Company considers three trailing years of cumulative operating income or loss. Valuation allowances are provided, if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2022 and 2021. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company's effective tax rate in the future. The Company believes that its tax positions comply with applicable tax law. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company's income tax expense or benefit, liability and/or receivable, deferred tax assets and liabilities, and liabilities for uncertain tax benefits reflect management’s best assessment of estimated current and future taxes to be paid or received. |
Stock-Based Compensation | Stock-Based Compensation Restricted Stock Awards and Restricted Stock Units The Company has granted restricted stock awards ("RSAs") and grants restricted stock units ("RSUs") to certain employees, for which the grant date fair value is equal to the trading price fair value of the Class A common stock on the date of grant. In order to determine the fair value of its Class A common stock on the date of grant and prior to the Merger, Legacy BlackSky historically performed a valuation analysis using a combination of market and income approaches. 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 recognize 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 recognized as compensation expense over the requisite service period using the accelerated attribution method, which accounts for RSUs with discrete vesting dates as if they were a separate award. Expense related to stock-based payments is classified in the consolidated statements of operations and comprehensive loss based upon the classification of each employees’ cash compensation. Stock Options The Company uses the Black-Scholes option pricing model to value all options and the straight-line method to recognize the fair value as compensation cost over the requisite service period. The fair value of each option granted was estimated as of the date of grant. The Company granted options in the year ended December 31, 2022. The Company uses the following inputs when applying the Black-Scholes option pricing model: 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 Company does not have enough historical share price history; therefore, the expected volatility was estimated based upon the historical share price volatility of guideline comparable 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 . For options granted in 2021 and 2022, since there is not a history of option exercises as a public company, the Company considered the option vesting terms and contractual period, as well as the demographics of the holders, in estimating the expected term. For options granted prior to 2021, the expected term was the estimated duration to a liquidation event based on a weighted average consideration of the most likely exit prospects for that stage of development. Legacy BlackSky was privately funded and, accordingly, 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 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 NYSE trading price as the fair value of the Class A 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 had vested, and for stock options that were not yet vested, the incremental fair value has been recognized as stock-based compensation expense over the remaining vesting period. |
Segment Information | Segment Information The Company’s Chief Operating Decision Maker (as defined under 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. |
Sponsor Shares | Sponsor SharesOsprey pre-Merger class B common shares were exchanged for the Company’s class A common shares upon the consummation of the merger (“Sponsor Shares”). The Company accounted for the Sponsor Shares in accordance with the guidance contained in ASC 815-40, under which the Sponsor Shares did not meet the criteria for equity treatment and were recorded as derivative liabilities in the Company’s consolidated balance sheets as of December 31, 2022. The Sponsor Shares are adjusted to fair value at each reporting period and the change in fair value is recognized in gain on derivatives in the Company’s consolidated statements of operations and comprehensive loss. |
Transaction Costs | Transaction CostsTransaction costs consist of legal fees, accounting fees, underwriting fees, and other third-party costs related directly to the Reverse Recapitalization. As a reverse recapitalization transaction between a private operating company and a public shell company that had cash on its balance sheet and that was accounted for as the issuance of equity by Legacy BlackSky for the cash of the shell company, the transaction costs incurred by Legacy BlackSky were permitted to be charged directly to equity. Upon the closing of the Merger, $19.2 million of transaction costs that had been incurred by Legacy BlackSky, inclusive of amounts that previously had been capitalized as other assets prior to the closing of the Merger, were recorded as a reduction to additional paid-in capital in the consolidated statements of changes in stockholders’ equity (deficit) and consolidated balance sheets, and as a reduction to proceeds from the transaction in the consolidated statements of cash flows. The transaction costs of $0.3 million related to the Sponsor Shares were expensed. |
Accounting Standards Recently Adopted and Accounting Standards Recently Issued But Not Yet Adopted | Accounting Standards Recently Adopted Effective January 1, 2022, the Company adopted ASC 842. The amendments in this update required the recognition of lease assets and lease liabilities on the balance sheet, as well as certain qualitative disclosures regarding leasing arrangements. The Company adopted ASC 842 using the modified retrospective method, with the cumulative effect of initially applying these updates recognized at the date of initial application. The adoption of this standard is reflected in the amounts and disclosures set forth in this Form 10-K. Upon adoption, the Company recognized operating lease ROU assets of $3.6 million, current operating lease liabilities Effective January 1, 2022, the Company adopted 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 was applied on a prospective basis. There were no material impacts to the consolidated financial statements upon adoption. Accounting Standards Recently Issued But Not Yet Adopted 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 will adopt this guidance as of January 1, 2023 and we do not expect this guidance will materially impact the Company. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property and Equipment | The estimated useful lives are as follows: Estimated useful lives-years Satellites 3 Computer equipment and software 3 Site and other equipment 2 - 5 Office furniture and fixtures 5 Leasehold improvements shorter of useful life or remaining lease term The following summarizes property and equipment - net as of: December 31, December 31, 2022 2021 (in thousands) Satellites $ 116,219 $ 93,709 Software 8,503 — Software development in process 2,942 — Computer equipment 1,996 1,372 Office furniture and fixtures 674 744 Other equipment 631 682 Site equipment 2,558 1,504 Total 133,523 98,011 Less: accumulated depreciation (61,939) (27,460) Property and equipment — net $ 71,584 $ 70,551 |
Schedule of Finite-Lived Intangible Assets | The estimated useful lives of the Company's finite-lived intangible assets are as follows: Estimated useful lives-years Distribution agreements 2 Customer backlog and relationships 1 - 10 Technology 3 - 5 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statement of changes in stockholder's equity (deficit) for the year ended December 31, 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 (19,165) Proceeds from Reverse Recapitalization, net payment of BlackSky equity issuance costs $ 244,880 Less: non-cash assets and warrant liabilities assumed from Osprey (43,963) Net impact from Reverse Recapitalization to BlackSky's equity $ 200,917 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 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by type for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in thousands) Imagery $ 34,242 $ 8,648 Data, software and analytics 13,173 6,717 Engineering services 9,372 9,039 Professional services 8,563 9,681 Total revenue $ 65,350 $ 34,085 The approximate revenue based on geographic location of customers is as follows for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in thousands) North America $ 54,052 $ 29,557 Middle East 3,459 2,661 Asia 6,246 1,300 Other 1,593 567 Total revenue $ 65,350 $ 34,085 Backlog Backlog represents the future sales we expect to recognize on firm orders received by the Company and is equivalent to the Company’s remaining performance obligations at the end of each period. It comprises both |
Schedules of Concentration of Risk, by Risk Factor | Revenue from significant customers for the years ended December 31, 2022 and 2021 is as follows: Years Ended December 31, 2022 2021 (in thousands) U.S. federal government and agencies $ 53,186 $ 29,382 International governments 11,375 4,102 Commercial and other 789 601 Total revenue $ 65,350 $ 34,085 As of December 31, 2022 and 2021, accounts receivable consisted of the following: December 31, December 31, 2022 2021 (in thousands) U.S. federal government and agencies $ 2,540 $ 2,576 International government 261 76 Commercial and other 311 16 Allowance for doubtful accounts — (39) Total accounts receivable $ 3,112 $ 2,629 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, December 31, 2022 2021 (in thousands) Contract assets - current Unbilled revenue $ 5,706 $ 788 Contract assets — 890 Total contract assets - current $ 5,706 $ 1,678 Contract assets - long-term Unbilled revenue - long-term $ 1,287 $ — Contract assets - long-term 681 — Total contract assets - long-term (1) $ 1,968 $ — Contract liabilities - current Deferred revenue - short-term $ 6,783 $ 11,082 Other contract liabilities - short-term — 184 Total contract liabilities - current $ 6,783 $ 11,266 Deferred revenue - long-term — 568 Other contract liabilities - long-term 109 — Total contract liabilities - long-term $ 109 $ 568 Changes in short-term and long-term contract assets and contract liabilities for the year ended December 31, 2022 were as follows: Contract Assets Contract Liabilities (in thousands) Balance on January 1, 2022 $ 1,678 $ 11,834 Billings or revenue recognized that was included in the beginning balance (788) (10,576) Changes in contract assets or contract liabilities, net of reclassification to receivables 6,992 2,317 Cumulative catch-up adjustment arising from changes in estimates to complete — 2,778 Cumulative catch-up adjustment arising from contract modification — 614 Changes in costs to fulfill and amortization of commission costs (208) — Changes in contract commission costs — (75) Balance on December 31, 2022 $ 7,674 $ 6,892 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and December 31, 2021 and for the years ended December 31, 2022 and 2021. December 31, December 31, Summarized balance sheets 2022 2021 (in thousands) Current assets $ 61,473 $ 60,652 Non-current assets 10,308 5,798 Total assets $ 71,781 $ 66,450 Current liabilities $ 35,695 $ 39,612 Noncurrent liabilities 2,642 706 Total liabilities $ 38,337 $ 40,318 Years Ended December 31, Summarized statements of operations 2022 2021 (in thousands) Revenue $ 41,668 $ 61,802 Net (loss) income (6,000) 6,540 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The Company recognized an unfavorable working capital adjustment of $1.7 million during the year ended December 31, 2021 primarily related to a potential shortfall in accounts receivable in the closing balance sheet delivered to M&Y Space. Years Ended December 31, 2022 2021 (in thousands) Major classes of line items constituting loss from discontinued operations: Revenue - launch services $ — $ — Total operating costs and expenses — — Operating loss — — Loss from discontinued operations, before income taxes — — Gain (loss) on disposal of discontinued operations 707 (1,650) Total gain (loss) from discontinued operations, net of income taxes 707 (1,650) |
Property And Equipment_net (Tab
Property And Equipment—net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The estimated useful lives are as follows: Estimated useful lives-years Satellites 3 Computer equipment and software 3 Site and other equipment 2 - 5 Office furniture and fixtures 5 Leasehold improvements shorter of useful life or remaining lease term The following summarizes property and equipment - net as of: December 31, December 31, 2022 2021 (in thousands) Satellites $ 116,219 $ 93,709 Software 8,503 — Software development in process 2,942 — Computer equipment 1,996 1,372 Office furniture and fixtures 674 744 Other equipment 631 682 Site equipment 2,558 1,504 Total 133,523 98,011 Less: accumulated depreciation (61,939) (27,460) Property and equipment — net $ 71,584 $ 70,551 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill was as follows: December 31, 2022 December 31, 2021 (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 | December 31, 2022 December 31, 2021 (in thousands) Gross carrying amount $ 6,530 $ 6,530 Accumulated amortization (4,612) (4,050) Net carrying amount (1) $ 1,918 $ 2,480 (1) For the years ended December 31, 2022 and 2021, the net carrying amount of intangible assets was made up entirely of customer relationships. |
Schedule of Future Amortization Expense | The Company estimates that it will have the following amortization expense for the future periods indicated below: For the years ending December 31: (in thousands) 2023 $ 561 2024 561 2025 561 2026 235 Total $ 1,918 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The components of accounts payable and accrued liabilities were as follows: December 31, December 31, 2022 2021 (in thousands) Accounts payable $ 2,421 $ 1,723 Accrued payroll 6,127 4,089 Accrued professional services, legal, and other general and administrative 3,040 2,043 Accrued cost of goods sold and other expenses 2,780 2,982 Total accounts payable and accrued liabilities $ 14,368 $ 10,837 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | The components of other current liabilities were as follows: December 31, December 31, 2022 2021 (in thousands) Other current liabilities $ 256 $ 324 Accrued interest 1,176 — Current portion of capital lease — 49 Operating lease right-of-use liabilities 530 — Contingent liability 86 761 Working capital liability — 1,685 Total other current liabilities $ 2,048 $ 2,819 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company's provision for income taxes from continuing operations for the years ended December 31, 2022 and 2021 is as follows: Years Ended December 31, 2022 2021 (in thousands) Current: Federal $ — $ — State — — Total current $ — $ — Deferred: Federal — — State — — Total deferred $ — $ — Total provision for income taxes $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | Income tax (benefit) expense differed from the amount computed by applying the federal statutory income tax rate of 21% to loss before income taxes due to the following items for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in thousands) Tax benefit at federal statutory rate $ (15,725) $ (51,673) Non-deductible compensation (1,092) 4,431 State tax, net of federal benefit (3,227) (3,296) Valuation allowance 18,834 25,631 Shortfall of stock compensation deduction 3,190 — Non-deductible interest — 21,715 Non-taxable warrants (2,481) (5,016) Uncertain tax position — 8,449 Other 501 (241) Income tax (expense) benefit $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities as of December 31, 2022 and 2021, consisted of the following: December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 54,892 $ 45,181 Sec. 163(j) carryforward 7,741 6,414 Accruals and reserves 1,613 2,359 Deferred revenue 271 778 Capital loss carryforward 3,919 3,689 Section 174 - research expenditures 6,238 — Other deferred tax assets 6,385 3,631 Total deferred tax assets 81,059 62,052 Valuation allowance (80,137) (61,460) Total net deferred tax assets 922 592 Deferred tax liabilities Basis difference in intangibles (468) (588) Other deferred tax liabilities (454) (4) Total deferred tax liabilities (922) (592) Net deferred tax liabilities $ — $ — |
Summary of Operating Loss Carryforwards | Tax Effected Expiration (in thousands) Federal net operating loss (“NOL”) carryforward $ 7,966 2033-2036 Federal NOL carryforward 45,122 Indefinite Federal capital loss carryforward 3,919 2025 State NOL carryforwards 1,804 2037-2042 |
Schedule of Unrecognized Tax Benefits Roll Forward | Below is a tabular reconciliation of the total amounts of unrecognized tax benefits: 2022 2021 (in thousands) Unrecognized tax benefits - January 1 $ 8,443 $ — Gross increase - tax positions in current period — 8,443 Gross increase - tax positions in prior period 563 — Unrecognized tax benefits - December 31 $ 9,006 $ 8,443 |
Debt and Other Financing (Table
Debt and Other Financing (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying value of the Company’s outstanding debt consisted of the following amounts: December 31, December 31, 2022 2021 (in thousands) Current portion of long-term debt $ — $ — Non-current portion of long-term debt 77,132 74,126 Total long-term debt 77,132 74,126 Unamortized debt issuance cost (913) (2,718) Outstanding balance $ 76,219 $ 71,408 |
Contractual Obligation, Fiscal Year Maturity | Under the Company’s loan agreements, minimum required maturities are as follows: For the years ending December 31, (in thousands) 2023 — 2024 77,132 Total outstanding $ 77,132 |
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 warrants has been retroactively restated to give effect to the reverse recapitalization. |
Equity Warrants Classified as_2
Equity Warrants Classified as Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants at December 31, 2022: Number of Shares Exercise Price Redemption Price Expiration Date Classification Gain in value for the year ended December 31, 2022 Fair Value at December 31, 2022 (in thousands) (in thousands) Public Warrants 15,813 $ 11.50 $ 18.00 9/9/2026 Liability $ 6,600 $ 2,097 Private Placement Warrants 4,163 $ 11.50 $ 18.00 9/9/2026 Liability 1,623 874 Private Placement Warrants 4,163 $ 20.00 $ 18.00 9/9/2026 Liability 541 458 |
Other (Expense)_Income (Tables)
Other (Expense)/Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | Years Ended December 31, 2022 2021 (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) Debt issuance costs expensed for debt carried at fair value — (47,718) Transaction costs associated with derivative liabilities — (291) Proceeds from earn-out payment 2,000 — Other 81 22 $ 2,081 $ (147,656) In the year ended December 31, 2022, performance on an earn-out condition within the Share Purchase Agreement dated as of January 31, 2020 among BlackSky Holdings, Inc., Spaceflight, and M&Y Space was met and thus, the Company received payment of $2.0 million. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | The Company had reserved shares of Class A common stock for issuance in connection with the following: December 31, December 31, 2022 2021 (in thousands) Common stock warrants (exercisable for class A common stock) treated as equity 1,770 1,770 Stock options outstanding 8,641 5,022 Restricted stock units outstanding 7,854 10,959 Public Warrants (exercisable for class A common stock) treated as liability 15,813 15,813 Private Placement Warrants (exercisable for class A common stock) treated as liability 8,325 8,325 Shares available for future grant 135,645 140,951 Total class A common stock reserved 178,048 182,840 Terms Contractual Life Seven years from the closing date of the Merger Release Provision Exactly half of the Sponsor Shares have a release provision ("Release") at such time that the volume weighted average price ("VWAP") is equal to, or greater than, $15.00 per share for ten of any twenty consecutive trading days. The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $17.50 per share for ten of any twenty consecutive trading days. There is an additional provision for acceleration of the Release upon a defined change in control. Forfeiture Provision If, within the seven |
Net Loss Per Share of Class A_2
Net Loss Per Share of Class A Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Years Ended December 31, 2022 2021 (in thousands except per share information) Loss from continuing operations $ (74,879) $ (243,993) Gain (loss) from discontinued operations 707 (1,650) Net loss available to common stockholders $ (74,172) $ (245,643) Basic and diluted net loss per share - continuing operations $ (0.64) $ (3.37) Basic and diluted net gain (loss) per share - discontinued operations 0.01 (0.02) Basic and diluted net loss per share $ (0.63) $ (3.39) Shares used in the computation of basic and diluted net loss per share 117,821 72,462 |
Schedule of Potentially Dilutive Securities | Years Ended December 31, 2022 2021 (in thousands) Restricted class A common stock 57 335 Common Stock warrants 1,770 1,770 Stock options 8,641 5,022 Restricted stock units 7,854 10,959 Public Warrants (exercisable for class A common stock) treated as liability 15,813 15,813 Private Placement Warrants (exercisable for class A common stock) treated as liability 8,325 8,325 Sponsor Shares 2,372 2,372 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation Expense | The stock-based compensation expense attributable to continuing operations is included in the consolidated statements of operations and comprehensive loss as indicated in the table below. Effective January 1, 2022, the Company reorganized its captions on the consolidated statements of operations and comprehensive loss to better align the Company’s broad portfolio. As a result, for the year ended December 31, 2021, the amounts presented to reflect the impact of the reorganization have been recasted. This resulted in a $2.3 million reclassification of stock compensation expense between imagery & software analytical service costs, excluding depreciation and amortization and professional & engineering service costs, excluding depreciation and amortization in the Company's consolidated statements of operations and comprehensive loss. Years Ended December 31, 2022 2021 (in thousands) Imagery & software analytical service costs, excluding depreciation and amortization $ 553 $ 1,824 Professional & engineering service costs, excluding depreciation and amortization 1,341 2,297 Selling, general and administrative 18,131 38,450 Total stock-based compensation expense $ 20,025 $ 42,571 |
Schedule of Share-based Payment Arrangements, Stock Options, Valuation Assumptions | A summary of the weighted-average assumptions used by the Company is presented below: Years Ended December 31, 2022 2021 Fair value per common share $2.06 - $2.15 $ 5.40 Weighted-average risk-free interest rate 3.20% - 4.72% 1.44 % Volatility 33.90% - 41.10% 33.40 % Expected term (in years) 7.63 8.00 Dividend rate 0 % 0 % |
Share-based Payment Arrangement, Option, Activity | A summary of the Company’s stock option activity under the Plans during the year ended December 31, 2022 is presented below: Options Weighted-Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Outstanding - January 1, 2022 5,022 $ 4.49 Granted 5,305 2.14 Exercised (709) 0.07 Forfeited (977) 7.21 Outstanding - December 31, 2022 8,641 3.10 8.68 $ 1,868 Exercisable - December 31, 2022 1,898 2.73 6.15 1,333 |
Nonvested Restricted Stock Shares Activity | A summary of the Company’s nonvested RSA activity during the year ended December 31, 2022 is presented below: Restricted Stock Awards Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2022 335 $ 0.01 Vested (200) 0.01 Canceled (78) 0.01 Nonvested - December 31, 2022 57 0.01 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of the Company’s nonvested RSU activity during the year ended December 31, 2022 is presented below: Restricted Stock Units Weighted-Average Grant-Date Fair Value (in thousands) Nonvested - January 1, 2022 10,959 $ 6.77 Granted 4,558 2.06 Vested (6,728) 6.92 Canceled (935) 5.36 Nonvested - December 31, 2022 7,854 4.08 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Rent Expense | The components of rent expense, which are included in selling, general and administrative expenses in the Company's consolidated statements of operations and comprehensive loss, were as follows: Year Ended December 31, 2022 (in thousands) Operating lease expense $ 1,861 Variable lease expense 960 Short-term lease expense 127 Sublease income (127) Total rent expense $ 2,821 |
Schedule Of Supplemental Operating Lease Balance Sheet Information | Supplemental operating lease balance sheet information consists of the following: As of December 31, 2022 (in thousands) Operating lease right of use assets - net $ 3,586 Other current liabilities 530 Operating lease liabilities 3,132 Total operating lease liabilities $ 3,662 Other supplemental operating lease information consists of the following for the year ended December 31, 2022: Operating cash flows for operating leases (in thousands) $ 1,771 ROU assets obtained in exchange for new lease liabilities (in thousands) $ 5,225 Weighted average remaining lease term (in years) 9.36 Weighted average discount rate 10.95 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Amount Due to Related Party as of December 31, December 31, 2022 2021 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. $ 20,787 $ 19,977 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. 56,345 54,149 Amount Due to Related Party as of Total Payments in the year ended December 31, December 31, December 31, Nature of Relationship 2022 2021 2022 2021 Name Description of the Transactions (in thousands) LeoStella Joint Venture Design, development and manufacture of multiple satellites. $ 28,042 $ 19,257 $ 3,728 $ 8,381 X-Bow Equity Method Investee In 2017, the Company received stock in X-Bow. As of December 31, 2022, the Company had a less than 20% investment in X-Bow and had one Board seat. As described in Note 7, the Company has engaged X-Bow to develop a rocket for the Company. 900 1,865 — — Ursa Space Systems Strategic Partner The chairman of the Company’s board of directors, Will Porteous, is also an investor and member of the board of directors of Ursa Space Systems. The Company has a non-cancelable operational commitment with Ursa Space Systems. 583 809 — 83 Thales Alenia Space Shareholder and Parent of Wholly-owned Subsidiary, Seahawk (Debt Issuer) Design, development and manufacture of telescopes. 11,388 6,050 693 — |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and 2021 and indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value: December 31, 2022 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) (in thousands) Liabilities Public Warrants $ 2,097 $ — $ — Private Placement Warrants — — 1,332 Sponsor Shares — — 1,684 $ 2,097 $ — $ 3,016 December 31, 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 $ 8,697 $ — $ — Private Placement Warrants — — 3,496 Sponsor Shares — — 4,732 $ 8,697 $ — $ 8,228 |
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 year ended December 31, 2022: Sponsor Shares Private Placement Warrants (in thousands) Balance, January 1, 2022 $ 4,732 $ 3,496 Gain from changes in fair value (3,048) (2,164) Balance, December 31, 2022 $ 1,684 $ 1,332 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancellable office leases as of December 31, 2022 are as follows: (in thousands) For the years ending December 31, 2023 $ 604 2024 889 2025 475 2026 489 2027 504 Thereafter 3,303 Total lease payments 6,264 Less: imputed interest (2,602) Present value of lease liabilities $ 3,662 |
Long-Term Purchase Commitment | Future purchase commitments under non-cancellable ground station service contracts as of December 31, 2022 are as follows: (in thousands) For the years ending December 31, 2023 $ 619 2024 443 2025 298 2026 125 $ 1,485 |
Estimated Indirect Tax Liability | The following table summarizes the estimated indirect tax liability activity during the year ended December 31, 2022: (in thousands) Balance, January 1, 2022 $ 737 Payments (504) Adjustment to Expense (146) Balance, December 31, 2022 $ 87 |
Organization and Business (Deta
Organization and Business (Details) | Dec. 31, 2022 subsidiary satellite |
Subsidiary or Equity Method Investee [Line Items] | |
Number of satellites | satellite | 14 |
Number of subsidiaries | subsidiary | 2 |
LeoStella | |
Subsidiary or Equity Method Investee [Line Items] | |
Ownership percentage | 50% |
X-Bow | |
Subsidiary or Equity Method Investee [Line Items] | |
Ownership percentage | 20% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 03, 2021 tranche | Feb. 28, 2021 tranche | Dec. 31, 2022 USD ($) tranche reportableSegment contract segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stockholders' equity | $ 121,874 | $ 179,620 | $ (32,813) | ||
Accounts Receivable, Allowance | $ 0 | 39 | |||
Number of contracts | contract | 2 | ||||
Increase (decrease) in cost-to-cost based on change in estimate | $ 2,300 | ||||
Advertising expense | $ 1,300 | 1,100 | |||
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 | $ 0 | 291 | |||
Deferred Offering Costs | 500 | ||||
Stock-based compensation | 21,477 | 42,582 | |||
Debt Securities, Held-to-Maturity, Fair Value | 37,900 | 0 | |||
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Loss | (134) | 0 | |||
Debt Securities, Held-to-Maturity, Amortized Cost, before Allowance for Credit Loss, Current | 38,000 | $ 0 | |||
Reclassification Of Imagery & Software Analytical Services Revenue To Professional & Engineering Services Revenue | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Prior Period Reclassification Adjustment | (9,700) | ||||
Reclassification Of Imagery & Software Analytical Service Costs, Excluding Depreciation and Amortization to Professional & Engineering Service Costs, Excluding Depreciation and Amortization | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Prior Period Reclassification Adjustment | (8,500) | ||||
Selling, general and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 18 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Satellites | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives-years | 3 years |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives-years | 3 years |
Site and other equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives-years | 2 years |
Site and other equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives-years | 5 years |
Office furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives-years | 5 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Distribution agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives-years | 2 years |
Customer backlog and relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives-years | 1 year |
Customer backlog and relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives-years | 10 years |
Technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives-years | 3 years |
Technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives-years | 5 years |
Accounting Standards Update (_2
Accounting Standards Update ("ASU") (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating lease right of use assets - net | $ 3,586 | $ 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | |
Operating lease right-of-use liabilities | $ (530) | 0 |
Operating lease liabilities | $ (3,132) | $ 0 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Sep. 13, 2021 USD ($) business_day $ / shares shares | Sep. 09, 2021 USD ($) $ / shares shares | Sep. 08, 2021 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock shares outstanding (in shares) | 31,625,000 | 119,508,000 | 114,452,000 | ||
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reverse Recapitalization [Line Items] | ||
Less: transaction costs | $ (19,165) | |
Proceeds from Reverse Recapitalization, net payment of BlackSky equity issuance costs | $ 0 | 244,880 |
Less: non-cash assets and warrant liabilities assumed from Osprey | (43,963) | |
Reverse recapitalization, net | 200,917 | |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock shares outstanding (in shares) | 31,625,000 | 119,508,000 | 114,452,000 | |
Reverse recapitalization, net (in shares) | 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 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 259.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 63 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 28.5 |
Expected timing of satisfaction | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 167.9 |
Expected timing of satisfaction |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 65,350 | $ 34,085 |
U.S. federal government and agencies | Customer Concentration Risk | Revenue Benchmark | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 53,186 | 29,382 |
International governments | Customer Concentration Risk | Revenue Benchmark | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,375 | 4,102 |
Commercial and other | Customer Concentration Risk | Revenue Benchmark | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 789 | 601 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 54,052 | 29,557 |
Middle East | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,459 | 2,661 |
Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,246 | 1,300 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,593 | 567 |
Imagery | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 34,242 | 8,648 |
Data, Software and Analytics | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,173 | 6,717 |
Engineering Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,372 | 9,039 |
Professional Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8,563 | $ 9,681 |
Revenue - Disaggregation of Acc
Revenue - Disaggregation of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ (39) |
Accounts receivable, net of allowance of $0 and $39, respectively | 3,112 | 2,629 |
Commercial and other | Customer Concentration Risk | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable before allowance for credit loss | 311 | 16 |
International governments | Customer Concentration Risk | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable before allowance for credit loss | 261 | 76 |
U.S. federal government and agencies | Customer Concentration Risk | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable before allowance for credit loss | $ 2,540 | $ 2,576 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Components of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Unbilled revenue | $ 5,706 | $ 788 |
Contract assets | 0 | 890 |
Total contract assets - current | 5,706 | 1,678 |
Unbilled revenue - long-term | 1,287 | 0 |
Contract assets - long-term | 681 | 0 |
Total contract assets - long term | 1,968 | 0 |
Total contract liabilities - current | 6,783 | 11,266 |
Deferred Long-Term Liability Charges | 0 | 568 |
Long-term contract liabilities | 109 | 568 |
Contract Comission | ||
Disaggregation of Revenue [Line Items] | ||
Total contract liabilities - current | 0 | 184 |
Long-term contract liabilities | 109 | 0 |
Services Minus Contract Commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total contract liabilities - current | $ 6,783 | $ 11,082 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Changes in Short-term and Long-term Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract Assets | |||
Billings or revenue recognized that was included in the beginning balance | $ (788) | ||
Changes in contract assets or contract liabilities, net of reclassification to receivables | 6,992 | ||
Changes in costs to fulfill and amortization of commission costs | (208) | ||
Contract Liabilities | |||
Contract Liability, Beginning balance | 11,834 | ||
Billings or revenue recognized that was included in the beginning balance | (10,576) | ||
Changes in contract assets or contract liabilities, net of reclassification to receivables | 2,317 | ||
Cumulative catch-up adjustment arising from changes in estimates to complete | $ 4,600 | 2,778 | $ 4,600 |
Cumulative catch-up adjustment arising from contract modification | 614 | ||
Changes in contract commission costs | (75) | ||
Contract assets | 1,678 | 7,674 | 1,678 |
Contract Liability, Ending balance | $ 11,834 | $ 6,892 | $ 11,834 |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investment, Summarized Financial Information [Abstract] | ||
Current assets | $ 88,529 | $ 178,675 |
Total assets | 234,090 | 305,763 |
Current liabilities | 26,927 | 30,535 |
Total liabilities | 112,216 | 126,143 |
Income Statement [Abstract] | ||
Revenue | 65,350 | 34,085 |
Net (loss) income | (74,172) | (245,643) |
LeoStella and X-Bow | ||
Equity Method Investment, Summarized Financial Information [Abstract] | ||
Current assets | 61,473 | 60,652 |
Non-current assets | 10,308 | 5,798 |
Total assets | 71,781 | 66,450 |
Current liabilities | 35,695 | 39,612 |
Noncurrent liabilities | 2,642 | 706 |
Total liabilities | 38,337 | 40,318 |
Income Statement [Abstract] | ||
Revenue | 41,668 | 61,802 |
Net (loss) income | $ (6,000) | $ 6,540 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Cash and cash equivalents | $ 34,181 | $ 165,586 | |
Customer advances | 6,892 | 11,834 | |
Equity Method Investee | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenue from related parties | 26,100 | 46,200 | |
LeoStella and X-Bow | |||
Schedule of Equity Method Investments [Line Items] | |||
Difference between carrying amount and underlying equity | 2,600 | 2,900 | |
Cash and cash equivalents | 30,500 | 25,800 | |
Customer advances | 29,200 | 35,200 | |
LeoStella | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments remitted | $ 28,000 | $ 19,300 | |
Ownership percentage | 50% | ||
X-Bow | |||
Schedule of Equity Method Investments [Line Items] | |||
Shares purchased during period | 13.5 | ||
Ownership percentage | 20% |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Oct. 21, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 01, 2021 USD ($) | Mar. 30, 2021 USD ($) | Mar. 20, 2021 tranche | Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 12, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Ownership percentage disposed | 100% | ||||||||
Gain (loss) on disposal of discontinued operations | $ 707 | ||||||||
Spaceflight Inc. | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Settlement of consideration | $ 6,800 | ||||||||
Number of settlement tranches | tranche | 2 | ||||||||
Amount awarded to other party tranche one | $ 2,000 | ||||||||
Amount awarded to other party tranche two | $ 4,800 | ||||||||
Contractual refund | $ 3,900 | ||||||||
Contractual refund settled with cash | $ 819 | ||||||||
Settlement payment | $ 1,000 | ||||||||
Gain (loss) on disposal of discontinued operations | $ (1,650) | ||||||||
Spaceflight Inc. | M&Y Space Co. | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Holdback receivable | $ 100 |
Discontinued Operations - Compo
Discontinued Operations - Components of Gain From Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Loss from discontinued operations, before income taxes | $ 707 | $ (1,650) |
Gain (loss) on disposal of discontinued operations | 707 | |
Gain (loss) from discontinued operations, net of income taxes | 707 | (1,650) |
Spaceflight Inc. | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue - launch services | 0 | 0 |
Total operating costs and expenses | 0 | 0 |
Operating loss | 0 | 0 |
Loss from discontinued operations, before income taxes | 0 | 0 |
Gain (loss) on disposal of discontinued operations | (1,650) | |
Gain (loss) from discontinued operations, net of income taxes | $ 707 | $ (1,650) |
Property And Equipment_net - Su
Property And Equipment—net - Summary of Property and Equipment—net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 133,523 | $ 98,011 |
Less accumulated depreciation | (61,939) | (27,460) |
Property and equipment - net | 71,584 | 70,551 |
Satellites | ||
Property, Plant and Equipment [Line Items] | ||
Total | 116,219 | 93,709 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total | 8,503 | 0 |
Software development in process | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,942 | 0 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,996 | 1,372 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | 674 | 744 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 631 | 682 |
Site equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,558 | $ 1,504 |
Property And Equipment_net - Na
Property And Equipment—net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment disposed of | $ 600 | $ 2,900 | |
Loss on disposal of property and equipment | $ 0 | 0 | 24 |
Continuing Operations | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 35,100 | $ 12,900 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0.6 | $ 1.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets - net | $ 1,918 | $ 2,480 |
Customer backlog and relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 6,530 | 6,530 |
Accumulated amortization | (4,612) | (4,050) |
Intangible assets - net | $ 1,918 | $ 2,480 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 561 | |
2024 | 561 | |
2025 | 561 | |
2026 | 235 | |
Intangible assets - net | $ 1,918 | $ 2,480 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,421 | $ 1,723 |
Accrued payroll | 6,127 | 4,089 |
Accrued professional services, legal, and other general and administrative | 3,040 | 2,043 |
Accrued cost of goods sold and other expenses | 2,780 | 2,982 |
Total accounts payable and accrued liabilities | $ 14,368 | $ 10,837 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Other current liabilities | $ 256 | $ 324 |
Accrued interest | 1,176 | 0 |
Current portion of capital lease | 0 | 49 |
Operating lease right-of-use liabilities | 530 | 0 |
Contingent liability | 86 | 761 |
Working capital liability | 0 | 1,685 |
Total other current liabilities | $ 2,048 | $ 2,819 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||
Employer matching contribution, percent of match | 50% | |
Employer matching contribution, percent of employees' gross pay | 6% | |
Vesting period | 5 years | |
Vesting eligibility period | 90 days | |
Continuing Operations | ||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||
Contributions | $ 0.9 | $ 0.6 |
Income Taxes - Provision For In
Income Taxes - Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred | 0 | 0 |
Total provision for income taxes | $ 0 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | $ (15,725) | $ (51,673) |
Non-deductible compensation | (1,092) | 4,431 |
State tax, net of federal benefit | (3,227) | (3,296) |
Valuation allowance | 18,834 | 25,631 |
Shortfall of stock compensation deduction | 3,190 | 0 |
Non-deductible interest | 0 | 21,715 |
Non-taxable warrants | (2,481) | (5,016) |
Uncertain tax position | 0 | 8,449 |
Other | 501 | (241) |
Total provision for income taxes | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 54,892 | $ 45,181 |
Sec. 163(j) carryforward | 7,741 | 6,414 |
Accruals and reserves | 1,613 | 2,359 |
Deferred revenue | 271 | 778 |
Capital loss carryforward | 3,919 | 3,689 |
Deferred Tax Assets, in Process Research and Development | 6,238 | 0 |
Other deferred tax assets | 6,385 | 3,631 |
Total deferred tax assets | 81,059 | 62,052 |
Valuation allowance | (80,137) | (61,460) |
Total net deferred tax assets | 922 | 592 |
Deferred tax liabilities | ||
Basis difference in intangibles | (468) | (588) |
Other deferred tax liabilities | (454) | (4) |
Deferred tax liabilities | (922) | (592) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits - January 1 | $ 8,443 | $ 0 |
Gross increase - tax positions in current period | 0 | 8,443 |
Gross increase - tax positions in prior period | 563 | 0 |
Unrecognized tax benefits - December 31 | $ 9,006 | $ 8,443 |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 252,800 | $ 213,900 |
Tax Years 2033-2037 | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 37,900 | |
Indefinite Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 214,900 | |
Federal | Tax Years 2033-2037 | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 7,966 | |
Federal | Indefinite Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 45,122 | |
Federal | Capital Loss Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | 3,919 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 1,804 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | 0% | 0% |
Income tax (expense) benefit | $ 0 | $ 0 |
Operating loss carryforwards | 252,800 | $ 213,900 |
NOL attributes that were subject to limitations | 1,500 | |
Tax Years 2033-2037 | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 37,900 | |
Indefinite Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 214,900 |
Debt and Other Financing - Outs
Debt and Other Financing - Outstanding Debt Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Current portion of long-term debt | $ 0 | $ 0 |
Non-current portion of long-term debt | 77,132 | 74,126 |
Total long-term debt | 77,132 | 74,126 |
Unamortized debt issuance cost | (913) | (2,718) |
Outstanding balance | 76,219 | $ 71,408 |
Long-Term Debt, Maturity, Year One | 0 | |
Long-Term Debt, Maturity, Year Two | $ 77,132 |
Debt and Other Financing - Lega
Debt and Other Financing - Legacy BlackSky Class A Common Stock Schedule (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 shares | |
Debt Conversion [Line Items] | |
Legacy BlackSky Class A Common Stock (in shares) | 20,343 |
Legacy BlackSky Class A Common Stock Warrants (in shares) | 3,924 |
Issued to SVB guarantors | |
Debt Conversion [Line Items] | |
Legacy BlackSky Class A Common Stock (in shares) | 8,485 |
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 |
Legacy BlackSky Class A Common Stock Warrants (in shares) | 3,873 |
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 |
Legacy BlackSky Class A Common Stock Warrants (in shares) | 51 |
Debt and Other Financing - Narr
Debt and Other Financing - Narrative (Details) $ in Millions | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Sep. 09, 2021 | Feb. 03, 2021 USD ($) tranche | Jun. 30, 2021 USD ($) | Feb. 28, 2021 tranche | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) tranche | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 18, 2021 USD ($) | Feb. 02, 2021 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||||
Number of tranches | tranche | 2 | 2 | 3 | ||||||||
Proceeds from convertible debt | $ 58.6 | ||||||||||
Long-term debt, fair value | $ 73.2 | $ 76.1 | |||||||||
Intelsat Jackson Holdings SA | Debt Instrument, Interest Rate Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 9% | ||||||||||
Intelsat Jackson Holdings SA | Debt Instrument, Interest Rate Period Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 10% | ||||||||||
Loans Payable | Minimum | Affiliated Entity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 7.41% | ||||||||||
Loans Payable | Maximum | Affiliated Entity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 8% | ||||||||||
Sponsor Shares | Convertible Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible debt, maximum amount authorized for future issuance | $ 60 | ||||||||||
Debt conversion, shares ratio | 7 | ||||||||||
Convertible debt, remaining amount | $ 1.9 | ||||||||||
Interest rate | 10% | ||||||||||
Threshold percentage of stock price trigger | 80% | ||||||||||
Bridge Notes Payable Tranche One | Convertible Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 18.1 | ||||||||||
Debt conversion, shares ratio | 7 | ||||||||||
Debt conversion, warrants issued, factor amount | $ 1 | ||||||||||
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 | ||||||||||
Bridge Notes Payable Tranche Three | Convertible Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 0.5 | ||||||||||
Debt conversion, shares ratio | 7 |
Debt and Other Financing - Loan
Debt and Other Financing - Loan Agreements Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Long-Term Debt, Maturity, Year One | $ 0 | |
Long-Term Debt, Maturity, Year Two | 77,132 | |
Total long-term debt | $ 77,132 | $ 74,126 |
Equity Warrants Classified as_3
Equity Warrants Classified as Derivative Liabilities - Narrative (Details) - Common Class A shares in Millions | Dec. 31, 2022 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | shares | 1.8 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.11 |
Equity Warrants Classified as_4
Equity Warrants Classified as Derivative Liabilities - Summary Schedule (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 15,813 | |
Exercise Price (in dollars per share) | $ 11.50 | |
Redemption Price (in dollars per share) | $ 18 | |
Gain in value for the year ended December 31, 2022 | $ 6,600 | |
Fair Value at December 31, 2022 | $ 2,097 | |
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 | |
Redemption Price (in dollars per share) | $ 18 | |
Gain in value for the year ended December 31, 2022 | 1,623 | |
Fair Value at December 31, 2022 | $ 874 | |
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 in value for the year ended December 31, 2022 | $ 541 | |
Fair Value at December 31, 2022 | $ 458 |
Other (Expense)_Income - Schedu
Other (Expense)/Income - Schedule of Other (Expense)/Income (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Conversion [Line Items] | |||
Gain on debt extinguishment | $ 0 | $ 4,059 | |
Debt issuance costs expensed for debt carried at fair value | $ (47,600) | 0 | (47,718) |
Transaction costs associated with derivative liabilities | 0 | (291) | |
Proceeds from earn-out payment | 2,000 | 0 | |
Other | 81 | 22 | |
Other income (expense), net | 2,081 | (147,656) | |
Loss on issuance of Bridge Notes tranche one | |||
Debt Conversion [Line Items] | |||
Loss on conversion of debt | 0 | (84,291) | |
Loss on issuance of Bridge Notes tranche two | |||
Debt Conversion [Line Items] | |||
Loss on conversion of debt | 0 | (12,185) | |
Loss on issuance of Bridge Notes Rights Offering | |||
Debt Conversion [Line Items] | |||
Loss on conversion of debt | $ 0 | $ (3,193) |
Other (Expense)_Income -Narrati
Other (Expense)/Income -Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 03, 2021 USD ($) tranche shares | Feb. 28, 2021 USD ($) tranche shares | Dec. 31, 2022 USD ($) tranche | Dec. 31, 2021 USD ($) shares | |
Debt Instrument [Line Items] | ||||
Number of tranches | tranche | 2 | 2 | 3 | |
Debt issuance costs expensed for debt carried at fair value | $ 47,600 | $ 0 | $ 47,718 | |
Issuance costs for derivative liabilities and debt carried at fair value | $ 0 | 6,238 | ||
Bridge Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Conversion of bridge notes and accrued interest into common stock | 77,097 | |||
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 | |||
Debt issuance costs, net | $ 100 | |||
Bridge Notes Payable | Issued in connection with the initial tranche of Bridge Notes | ||||
Debt Instrument [Line Items] | ||||
Loss on conversion of debt | $ (84,300) | |||
Bridge Notes Payable | Loss on issuance of Bridge Notes tranche two | ||||
Debt Instrument [Line Items] | ||||
Loss on conversion of debt | $ (12,200) | |||
Bridge Notes Payable | 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 Payable | 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 Payable | Convertible Debt | Issued in connection with the initial tranche of Bridge Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 18,100 | |||
Debt instrument fair value | 24,200 | |||
Bridge Notes Payable | Convertible Debt | Loss on issuance of Bridge Notes tranche two | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 40,000 | |||
Debt instrument fair value | $ 52,200 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Shares Reserved For Issuance (Details) - Common Stock - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common Stock reserved | 178,048,000 | 182,840,000 |
Common Stock warrants | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 1,770,000 | 1,770,000 |
Stock options | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 8,641,000 | 5,022,000 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 7,854,000 | 10,959,000 |
Public Warrants (exercisable for class A common stock) treated as liability | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 15,813,000 | 15,813,000 |
Private Placement Warrants (exercisable for class A common stock) treated as liability | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 8,325,000 | 8,325,000 |
Reserved Shares | ||
Class of Stock [Line Items] | ||
Common Stock reserved | 135,645,000 | 140,951,000 |
Stockholders' Equity - Sponsor
Stockholders' Equity - Sponsor Earn Out Shares (Details) | 12 Months Ended |
Dec. 31, 2022 tradingDay satellite $ / 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 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, volume weighted average price per share (in dollars per share) | $ / shares | $ 17.50 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 08, 2021 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Preferred stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 121,938,000 | 117,160,000 | |
Common stock shares outstanding (in shares) | 119,508,000 | 114,452,000 | 31,625,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Earn Out shares | 2,400,000 | ||
Derivative liabilities | $ 5,113 | $ 16,925 | |
Gain on derivatives | 11,812 | 23,885 | |
Sponsor Shares | |||
Class of Stock [Line Items] | |||
Derivative liabilities | 1,700 | $ 4,700 | |
Gain on derivatives | $ 3,000 |
Net Loss Per Share of Class A_3
Net Loss 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations | $ (74,879) | $ (243,993) |
Gain (loss) from discontinued operations | 707 | (1,650) |
Net loss | $ (74,172) | $ (245,643) |
Basic: | ||
Basic net loss per share - continuing operations (in dollars per share) | $ (0.64) | $ (3.37) |
Basic net loss per share - discontinued operations (in dollars per share) | 0.01 | (0.02) |
Net loss per share of common stock (in dollars per share) | (0.63) | (3.39) |
Diluted: | ||
Diluted net loss per share - continuing operations (in dollars per share) | (0.64) | (3.37) |
Diluted net loss per share - discontinued operations (in dollars per share) | 0.01 | (0.02) |
Net loss per share of common stock, diluted (in dollars per share) | $ (0.63) | $ (3.39) |
Basic weighted average number of shares outstanding | 117,821 | 72,462 |
Diluted weighted average common shares outstanding | 117,821 | 72,462 |
Net Loss Per Share of Class A_4
Net Loss Per Share of Class A Common Stock - Potentially Dilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 57 | 335 | 57 | 335 |
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 | 1,770 | 1,770 | 1,770 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 8,641 | 5,022 | 8,641 | 5,022 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 7,854 | 10,959 | 7,854 | 10,959 |
Public Warrants (exercisable 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 | 15,813 | 15,813 | 15,813 |
Private Placement Warrants (exercisable 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 | 8,325 | 8,325 | 8,325 |
Sponsor Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,372 | 2,372 | 2,372 | 2,372 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) plan shares | Dec. 31, 2021 USD ($) shares | |
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) | shares | 8,641 | 8,641 | 5,022 |
Capitalized stock-based compensation | $ 1,470 | $ 11 | |
Stock-based compensation, intrinsic value of awards exercised | 1,800 | 7,100 | |
Stock-based compensation, fair value of awards vested | 1,200 | $ 900 | |
Stock-based compensation, cost unrecognized | $ 6,600 | $ 6,600 | |
Stock-based compensation, cost unrecognized, period for recognition | 3 years 4 months 24 days | ||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock | $ 5,069 | ||
Restricted Stock Awards (RSA) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation, cost unrecognized, period for recognition | 1 year 8 months 12 days | ||
Stock-based compensation, cost unrecognized | 1 | $ 1 | |
Stock-based compensation, grant date fair value of awards vested | $ 2 | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation, cost unrecognized, period for recognition | 2 years 6 months | ||
Stock-based compensation, cost unrecognized | $ 18,000 | $ 18,000 | |
Restricted Stock Awards granted (in shares) | shares | 4,558 | ||
Post merger vesting period | 180 days | ||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock | shares | 2,600 | ||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock | $ 5,100 | ||
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 | ||
2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation, outstanding number of shares (in shares) | shares | 41 | 41 | |
2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation, outstanding number of shares (in shares) | shares | 1,400 | 1,400 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocated Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 20,025 | $ 42,571 |
Cost of Sales | Imagery & software analytical services | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 553 | 1,824 |
Cost of Sales | Professional & engineering services | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,341 | 2,297 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 18,131 | $ 38,450 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options, Weighted-Average Assumption (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Fair value per common share (in USD per share), Minimum | $ 2.06 | |
Fair value per common share (in USD per share), Maximum | $ 2.15 | |
Fair value per common share (in USD per share) | $ 5.40 | |
Weighted-average risk-free interest rate, Minimum | 3.20% | |
Weighted-average risk-free interest rate, Maximum | 4.72% | |
Weighted-average risk-free interest rate | 1.44% | |
Volatility, Minimum | 33.90% | |
Volatility, Maximum | 41.10% | |
Volatility | 33.40% | |
Expected term (in years) | 7 years 7 months 17 days | 8 years |
Dividend rate | 0% | 0% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Options, Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Options | ||
Options outstanding, beginning balance (in shares) | shares | 5,022 | |
Options granted (in shares) | shares | 5,305 | |
Options exercised (in shares) | shares | (709) | |
Options forfeited (in shares) | shares | (977) | |
Options outstanding, ending balance (in shares) | shares | 8,641 | 8,641 |
Options exercisable (in shares) | shares | 1,898 | 1,898 |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, outstanding, beginning balance (in USD per share) | $ / shares | $ 4.49 | |
Weighted-Average Exercise Price, granted (in USD per share) | $ / shares | 2.14 | |
Weighted-Average Exercise Price, exercised (in USD per share) | $ / shares | 0.07 | |
Weighted-Average Exercise Price, forfeited (in USD per share) | $ / shares | 7.21 | |
Weighted-Average Exercise Price, outstanding, ending balance (in USD per share) | $ / shares | $ 3.10 | 3.10 |
Weighted-Average Exercise Price, exercisable (in USD per share) | $ / shares | $ 2.73 | $ 2.73 |
Stock Options, Additional Disclosures | ||
Weighted-Average Remaining Contractual Term, outstanding (in years) | 8 years 8 months 4 days | |
Weighted-Average Remaining Contractual Term, exercisable (in years) | 6 years 1 month 24 days | |
Aggregate Intrinsic Value, outstanding | $ | $ 1,868 | $ 1,868 |
Aggregate Intrinsic Value, exercisable | $ | $ 1,333 | $ 1,333 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation, intrinsic value of awards exercised | $ 1,800 | $ 7,100 |
Stock-based compensation, fair value of awards vested | 1,200 | 900 |
Total stock-based compensation expense | 20,025 | $ 42,571 |
Stock-based compensation, cost unrecognized | $ 6,600 | |
Stock-based compensation, cost unrecognized, period for recognition | 3 years 4 months 24 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards, Activity (Details) - Restricted class A common stock shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Awards | |
Restricted Stock nonvested, beginning balance (in shares) | shares | 335 |
Restricted Stock Awards vested (in shares) | shares | (200) |
Restricted Stock Awards canceled (in shares) | shares | (78) |
Restricted Stock nonvested, ending balance (in shares) | shares | 57 |
Weighted-Average Grant-Date Fair Value | |
Weighted Average Grant Date Fair Value, nonvested, beginning balance (in USD per share) | $ / shares | $ 0.01 |
Weighted Average Grant Date Fair Value, vested (in USD per share) | $ / shares | 0.01 |
Weighted Average Grant Date Fair Value, canceled (in USD per share) | $ / shares | 0.01 |
Weighted Average Grant Date Fair Value, nonvested, ending balance (in USD per share) | $ / shares | $ 0.01 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units, 2021 Plan (Details) shares in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2022 shares | Dec. 31, 2022 quarter shares | |
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) | 4,558 | |
Certain employees and service providers | Restricted stock units | 2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units granted (in shares) | 419 | 4,600 |
Certain employees and service providers | March 2022 First Issuance Restricted Stock Units (RSU) | 2021 Plan | Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights percentage | 25% | |
Stock-based compensation, award vesting period | 1 year | |
Certain employees and service providers | March 2022 First Issuance Restricted Stock Units (RSU) | 2021 Plan | Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights percentage, tranche one | 75% | |
Number of consecutive quarters | quarter | 12 | |
Award vesting period after first tranche | 3 months | |
Certain employees and service providers | March 2022 Second Issuance Restricted Stock Units (RSU) | 2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units granted (in shares) | 155 | |
Award vesting rights percentage | 50% |
Stock-Based Compensation - Re_3
Stock-Based Compensation - Restricted Stock Units, Activity (Details) - Restricted stock units shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Awards | |
Restricted Stock nonvested, beginning balance (in shares) | shares | 10,959 |
Restricted Stock Units granted (in shares) | shares | 4,558 |
Restricted Stock Units vested (in shares) | shares | (6,728) |
Restricted Stock Units canceled (in shares) | shares | (935) |
Restricted Stock nonvested, ending balance (in shares) | shares | 7,854 |
Weighted-Average Grant-Date Fair Value | |
Weighted Average Grant Date Fair Value, nonvested, beginning balance (in USD per share) | $ / shares | $ 6.77 |
Weighted Average Grant Date Fair Value, granted (in USD per share) | $ / shares | 2.06 |
Weighted Average Grant Date Fair Value, vested (in USD per share) | $ / shares | 6.92 |
Weighted Average Grant Date Fair Value, canceled (in USD per share) | $ / shares | 5.36 |
Weighted Average Grant Date Fair Value, nonvested, ending balance (in USD per share) | $ / shares | $ 4.08 |
Leases - Schedule Of Supplement
Leases - Schedule Of Supplemental Operating Lease Balance Sheet Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease right of use assets - net | $ 3,586 | $ 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | |
Operating lease right-of-use liabilities | $ 530 | 0 |
Operating lease liabilities | 3,132 | $ 0 |
Total operating lease liabilities | 3,662 | |
Operating cash flows for operating leases (in thousands) | 1,771 | |
ROU assets obtained in exchange for new lease liabilities (in thousands) | $ 5,225 | |
Weighted average remaining lease term (in years) | 9 years 4 months 9 days | |
Weighted average discount rate | 10.95% |
Leases - Schedule of Rent Expen
Leases - Schedule of Rent Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 1,861 |
Variable lease expense | 960 |
Short-term lease expense | 127 |
Sublease income | (127) |
Total rent expense | $ 2,821 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Accrued interest | $ 1,176 | $ 0 | ||
Debt conversion, number of shares issued (in shares) | 20,343,000 | |||
Seahawk and Intelsat [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued interest | 500 | |||
LeoStella | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Payments for legal settlements | $ 400 | |||
LeoStella | Subsequent Event | Settled Litigation | ||||
Related Party Transaction [Line Items] | ||||
Outstanding invoices | $ 1,400 | |||
Satellite equipment, purchase agreement | $ 1,000 | |||
Consent Fees | Seahawk and Intelsat [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts of transaction | 2,500 | |||
Former Co-Founders | Legacy BlackSky | ||||
Related Party Transaction [Line Items] | ||||
Repayments of related party debt | 2,500 | |||
Interest payment | 25 | |||
Debt conversion, amount of converted instrument | $ 12,100 | |||
Debt conversion, number of shares issued (in shares) | 958,082 |
Related Party Transactions - Re
Related Party Transactions - Related Party Transactions (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | |
X-Bow | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | 20% | |||
Affiliated Entity | X-Bow | ||||
Related Party Transaction [Line Items] | ||||
Amount Due to Related Party | $ 0 | $ 0 | ||
Affiliated Entity | Ursa Space Systems | ||||
Related Party Transaction [Line Items] | ||||
Total payments | 583 | 809 | ||
Investor | Seahawk | ||||
Related Party Transaction [Line Items] | ||||
Amount Due to Related Party | 20,787 | 19,977 | ||
Amount of debt extinguishment | $ 18,400 | |||
Investor | Intelsat | ||||
Related Party Transaction [Line Items] | ||||
Amount Due to Related Party | 56,345 | 54,149 | ||
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 | 3,728 | 8,381 | ||
Total payments | 28,042 | 19,257 | ||
Equity Method Investee | X-Bow | ||||
Related Party Transaction [Line Items] | ||||
Total payments | 900 | 1,865 | ||
Equity Method Investee | Ursa Space Systems | ||||
Related Party Transaction [Line Items] | ||||
Amount Due to Related Party | 0 | 83 | ||
Equity Method Investee | Thales Alenia Space | ||||
Related Party Transaction [Line Items] | ||||
Amount Due to Related Party | 693 | 0 | ||
Total payments | $ 11,388 | $ 6,050 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of liabilities at fair value on a recurring basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 2,097 | $ 8,697 |
Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 2,097 | 8,697 |
Level 1 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Level 1 | Sponsor Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Level 2 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Level 2 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Level 2 | Sponsor Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 3,016 | 8,228 |
Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 1,332 | 3,496 |
Level 3 | Sponsor Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 1,684 | $ 4,732 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of change sin the fair value of Level 3 liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants, Sponsor Shares, Legacy Preferred Stock Warrants and Consent Fees | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | $ (3,400) | |
Sponsor Shares | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 4,732 | |
Gain from changes in fair value | (3,048) | |
Ending balance | 1,684 | 4,732 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 3,496 | |
Gain from changes in fair value | (2,164) | |
Ending balance | $ 1,332 | $ 3,496 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) satellite satelliteLaunch | Dec. 31, 2022 USD ($) satellite satelliteLaunch | Jan. 31, 2023 | |
Loss Contingencies [Line Items] | |||
Commitment amount | $ 149 | ||
Number of satellite launches | satelliteLaunch | 1 | 1 | |
Number of satellites | satellite | 2 | 2 | |
Long-term purchase committed amount | $ 9,800 | ||
Launch delay period | 365 days | 365 days | |
Remanifest effort period | 4 months | ||
Payment period after invoice date | 15 days | ||
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Term of contract | 4 years | ||
Satellite Launches | |||
Loss Contingencies [Line Items] | |||
Long-term purchase committed amount | $ 1,700 |
Commitment and Contingencies _2
Commitment and Contingencies - Estimated Indirect Tax Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Indirect Tax Liability Roll Forward [Roll Forward] | |
Indirect tax liability, Beginning balance | $ 737 |
Payments | (504) |
Adjustment to Expense | (146) |
Indirect tax liability, Ending balance | $ 87 |
Commitment and Contingencies _3
Commitment and Contingencies - Maturities of Operating and Capital Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Year One | $ 604 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 889 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 475 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 489 |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 504 |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 3,303 |
Lessee, Operating Lease, Liability, to be Paid, Total | 6,264 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 2,602 |
Total operating lease liabilities | $ 3,662 |
Commitment and Contingencies _4
Commitment and Contingencies - Long-Term Purchase Commitment (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 619 |
2024 | 443 |
2025 | 298 |
2026 | 125 |
Recorded unconditional purchase obligation due after year four | $ 1,485 |
Concentrations, Risks, and Un_2
Concentrations, Risks, and Uncertainties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Revenue | $ 65,350 | $ 34,085 |
Accounts receivable | 3,112 | 2,629 |
Customer Concentration Risk | Continuing Operations | Revenue Benchmark | ||
Concentration Risk [Line Items] | ||
Revenue | 27,300 | 15,400 |
Customer Concentration Risk | Continuing Operations | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Accounts receivable | 0 | 1,300 |
Government Contracts Concentration Risk | Continuing Operations | Revenue Benchmark | ||
Concentration Risk [Line Items] | ||
Revenue | 53,200 | 29,400 |
Government Contracts Concentration Risk | Continuing Operations | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 2,500 | $ 2,600 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Mar. 08, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares |
Subsequent Event [Line Items] | |||
Common stock, shares issued (in shares) | shares | 121,938,000 | 117,160,000 | |
Common stock, value, issued | $ | $ 12 | $ 11 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, value, issued | $ | $ 29,500 | ||
Ownership percentage | 0.0499 | ||
Subsequent Event | Maximum | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 0.0999 | ||
Subsequent Event | Common Stock warrants | |||
Subsequent Event [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.20 | ||
Subsequent Event | Common Class A And Warrants | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued (in shares) | shares | 16,403,677 | ||
Common stock and warrants, par or stated value per share | $ / shares | $ 1.79 |