10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______ to______

Commission File Number: 001-39493

SPIRE GLOBAL, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-1276957
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8000 Towers Crescent Drive Suite 1100 Vienna, Virginia 22182
(Address of principal executive offices) (Zip Code)

(202) 301-5127

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, par value of $0.0001 per share

SPIR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding 165,457,085 shares of Class A common stock and 12,058,614 shares of Class B common stock as of August 1, 2023.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	5

Item 1.	Unaudited Condensed Consolidated Financial Statements	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	45

PART II.	OTHER INFORMATION	48

Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	50
Signatures		51

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•

changes in our growth, strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, and plans;

•

our ability to remedy identified material weaknesses;

•

the implementation, market acceptance, and success of our business model;

•

the ability to develop new offerings, services, solutions and features and bring them to market in a timely manner and make enhancements to our business;

•

the quality and effectiveness of and advancements in our technology and our ability to accurately and effectively use data and engage in predictive analytics;

•

overall level of customer demand for our products and offerings;

•

expectations and timing related to product launches;

•

expectations of achieving and maintaining profitability;

•

projections of total addressable markets, market opportunity, and market share;

•

our ability to acquire data sets, software, equipment, satellite components, and regulatory approvals from third parties;

•

our expectations concerning relationships with third parties;

•

our ability to acquire or develop products or technologies we believe could complement or expand our platform or to expand our products and offerings internationally;

•

our ability to obtain and protect patents, trademarks, licenses and other intellectual property rights;

•

our ability to utilize potential net operating loss carryforwards;

•

developments and projections relating to our competitors and industries, such as the projected growth in demand for space-based data;

•

our ability to acquire new customers and partners or obtain renewals, upgrades, or expansions from our existing customers;

•

our ability to compete with existing and new competitors in existing and new markets and offerings;

•

our ability to retain or recruit officers, key employees or directors;

•

the conversion or planned repayment of our debt obligations;

•

our future capital requirements and sources and uses of cash;

•

our ability to obtain funding for our operations;

•

our business, expansion plans, and opportunities;

•

our expectations regarding regulatory approvals and authorizations;

•

the expectations regarding the effects of existing and developing laws and regulations, including with respect to regulations around satellites, intellectual property law, and privacy and data protection;

•

global and domestic economic conditions, including currency exchange rate fluctuations, inflation, rising interest rates and geopolitical uncertainty and instability, and their impact on demand and pricing for our offerings in affected markets; and

•

the impact of global health crises on global capital and financial markets, general economic conditions in the United States, and our business and operations.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year

ended December 31, 2022 and in Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report on Form 10-Q relate only to expectations as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to rely upon these statements.

PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

Spire Global, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)


	June 30,			December 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	43,144		$	47,196
Marketable securities		21,083			23,084
Accounts receivable, net (including allowance of $1,058 and $395 as of June 30, 2023 and December 31, 2022, respectively)		20,462			13,864
Contract assets		4,899			3,353
Other current assets		8,176			9,279
Total current assets		97,764			96,776
Property and equipment, net		62,964			53,752
Operating lease right-of-use assets		13,614			11,687
Goodwill		51,137			49,954
Customer relationships		20,332			20,814
Other intangible assets		13,469			13,967
Other long-term assets, including restricted cash		9,083			9,562
Total assets	$	268,363		$	256,512
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	4,294		$	4,800
Accrued wages and benefits		4,982			4,502
Contract liabilities, current portion		21,854			15,856
Other accrued expenses		9,317			8,210
Total current liabilities		40,447			33,368
Long-term debt		119,790			98,475
Contingent earnout liability		145			349
Deferred income tax liabilities		817			771
Warrant liability		709			1,831
Operating lease liabilities, net of current portion		12,509			10,815
Other long-term liabilities		413			780
Total liabilities		174,830			146,389
Commitments and contingencies (Note 9)
Stockholders’ equity
Common stock, $0.0001 par value, 1,000,000,000 Class A and 15,000,000 Class B shares authorized, 165,432,624 Class A and 12,058,614 Class B shares issued and outstanding at June 30, 2023; 143,679,385 Class A and 12,058,614 Class B shares issued and outstanding at December 31, 2022		18			16
Additional paid-in capital		470,309			455,751
Accumulated other comprehensive loss		(4,208	)		(6,997	)
Accumulated deficit		(372,586	)		(338,647	)
Total stockholders’ equity		93,533			110,123
Total liabilities and stockholders’ equity	$	268,363		$	256,512

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Spire Global, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Revenue	$	26,493		$	19,395		$	50,661		$	37,465
Cost of revenue		9,633			9,573			19,993			19,419
Gross profit		16,860			9,822			30,668			18,046
Operating expenses:
Research and development		9,752			8,225			19,415			16,882
Sales and marketing		6,729			6,728			13,579			13,633
General and administrative		10,899			11,274			22,669			23,958
Loss on decommissioned satellites		472			—			472			—
Total operating expenses		27,852			26,227			56,135			54,473
Loss from operations		(10,992	)		(16,405	)		(25,467	)		(36,427	)
Other income (expense):
Interest income		636			106			1,201			120
Interest expense		(4,709	)		(2,785	)		(9,287	)		(5,828	)
Change in fair value of contingent earnout liability		128			2,370			204			9,253
Change in fair value of warrant liabilities		357			3,897			1,103			9,732
Foreign exchange		(435	)		(2,605	)		589			(3,540	)
Loss on extinguishment of debt		—			(22,510	)		—			(22,510	)
Other expense, net		(1,038	)		(271	)		(1,800	)		(505	)
Total other expense, net		(5,061	)		(21,798	)		(7,990	)		(13,278	)
Loss before income taxes		(16,053	)		(38,203	)		(33,457	)		(49,705	)
Income tax provision		213			62			482			352
Net loss	$	(16,266	)	$	(38,265	)	$	(33,939	)	$	(50,057	)
Basic and diluted net loss per share	$	(0.11	)	$	(0.27	)	$	(0.23	)	$	(0.36	)
Weighted-average shares used in computing basic and diluted net loss per share		147,751,593			139,687,475			146,271,668			139,482,147

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Spire Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net loss	$	(16,266	)	$	(38,265	)	$	(33,939	)	$	(50,057	)
Other comprehensive gain (loss):
Foreign currency translation adjustments		4,341			(2,212	)		2,752			(353	)
Net unrealized (loss) gain on investments (net of tax)		(7	)		(83	)		37			(83	)
Comprehensive loss	$	(11,932	)	$	(40,560	)	$	(31,150	)	$	(50,493	)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Spire Global, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


	Common Stock				Additional Paid in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance, March 31, 2023		158,105,056	$	16	$	458,683	$	(8,542	)	$	(356,320	)	$	93,837
Release of Restricted Stock Units		1,385,250		—		—		—			—			—
Issuance of common stock under Employee Stock Purchase Plan		669,816		—		422		—			—			422
Stock compensation expense		—		—		3,340		—			—			3,340
Issuance of common stock under the Equity Distribution Agreement, net		17,331,116		2		7,864		—			—			7,866
Net loss		—		—		—		—			(16,266	)		(16,266	)
Foreign currency translation adjustments		—		—		—		4,341			—			4,341
Net unrealized loss on investments (net of tax)		—		—		—		(7	)		—			(7	)
Balance, June 30, 2023		177,491,238		18		470,309		(4,208	)		(372,586	)		93,533

	Common Stock				Additional Paid in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance, December 31, 2022		155,737,999	$	16	$	455,751	$	(6,997	)	$	(338,647	)	$	110,123
Release of Restricted Stock Units		3,474,479		—		—		—			—			—
Issuance of common stock under Employee Stock Purchase Plan		669,816		—		422		—			—			422
Stock compensation expense		—		—		5,986		—			—			5,986
Issuance of common stock under the Equity Distribution Agreement, net		17,331,116		2		7,864		—			—			7,866
Conversion of warrants to common stock		277,828		—		286		—			—			286
Net loss		—		—		—		—			(33,939	)		(33,939	)
Foreign currency translation adjustments		—		—		—		2,752			—			2,752
Net unrealized gain on investments (net of tax)		—		—		—		37			—			37
Balance, June 30, 2023		177,491,238	$	18	$	470,309	$	(4,208	)	$	(372,586	)	$	93,533