Satellogic Inc.

08/12/2025 | Press release | Distributed by Public on 08/12/2025 14:05

Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes to those statements included in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Please see "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in this Report.
Company Overview
We were founded in 2010 to help solve some of the greatest challenges of our time: resource utilization and distribution. From tradeoffs between food, energy and water supplies, to monitoring the impact of natural disasters, global health and humanitarian crises in the midst of a looming climate emergency, access to a continually refreshed source of global, high-quality data is critical to confronting some of the world's most crucial issues. We are committed to creating a fully automated and searchable EO catalog, and we believe we are uniquely positioned to provide the data that is critical to better inform decision-making aimed at addressing these challenges.
We are the first vertically integrated geospatial company, and we are building the first scalable, fully automated EO platform with the ability, when scaled, to remap the entire planet at both high-frequency and high-resolution, providing accessible and affordable solutions for our customers. We plan to democratize access to geospatial data by providing planetary insights at what we believe to be the lowest cost in the industry, ultimately driving better decision-making across a broad range of industries including agriculture, forestry, energy, financial services, and cartography.
We have created a highly scalable, vertically integrated and competitive operating model. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities. This vertical integration provides a significant cost advantage, enabling us to produce and launch satellites for less than one-tenth the cost of our competitors on average. Additionally, we own all our key intellectual property, and our patented technology allows us to capture approximately 10x more imagery than our competitors on average. Taken together, we are achieving over 60x better unit economics than our closest peers in the NewSpace sector and more than 100x better unit economics than legacy competitors. Additionally, we believe we are well-positioned to compete effectively in the existing EO market that is currently supply-constrained and consists primarily of government and D&I customers. At June 30, 2025, we had 21 commercial satellites in orbit. As of the date of this Report, we have 21 satellites in orbit, of which 20 are operational and one is being used for testing. Over the near term, we will take a measured approach to expanding our constellation, with our long term vision to reach a constellation size of approximately 200 satellites and to have the capability to conduct daily remaps of the entire planet.
Our strategy is focused along three distinct business lines: Asset Monitoring, CaaS, and Space Systems. These business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.
In August 2023, we strategically realigned our business in an effort to capture high value opportunities in the U.S. market, focusing resources on what we believe to be our highest growth opportunities, while sustaining core customers and operating a lean organization. As part of this strategic realignment, we consummated the Domestication.
We continue to expect that our Asset Monitoring business will represent the most predictable revenue stream, and we anticipate that it will be among the primary drivers of the business going forward. Every day, both government and commercial customers task our satellites around the world to monitor assets and keep up with their changing reality. D&I customers look at ports, airfields or build-up of military equipment; mining companies monitor the environmental impact of their operations; and insurance companies are interested in building baselines and quickly assessing property damage as it occurs. With the largest available sub-meter capacity, high quality imagery and superior unit economics, we can support a growing number of customers around the world.
Our CaaS business offers governments around the world the ability to control satellites above specific areas of interest. We anticipate that our CaaS line of business will, over time, provide us with a strong recurring-revenue base in the government and D&I market.
Our Space Systems business is effectively satellite sales and support for customers that have a need or desire to own the satellites being utilized to capture imagery. As such, Space Systems leverages our ability to quickly build and launch high quality, sub-meter satellites at a low cost for these customers. We have built a vertically integrated satellite manufacturing capability that is critical in achieving our low-CAPEX cost and ultimately reaching our unit-economic targets for our Asset Monitoring business. Vertical integration enables us to manage our supply chain and navigate evolving global supply issues and challenges with minimal adverse impact to our satellite manufacturing schedule. Our fast satellite build-to-launch cycles can progress from purchase order to commissioning in orbit in as little as eight months.
Key Factors Affecting Operating Results
We believe our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges. Although our industry is highly competitive, we believe that we have competitive advantages that revolve around unit economics, design and technology, a vertically integrated structure, and an efficient build-to-launch cycle. Our success in marketing these advantages to win new customers and convert our pipeline of potential contracts into revenue will largely determine the extent of our financial success.
More specifically, we believe some of our key opportunities include the continued adoption of our high-resolution EO images, primarily with D&I customers within the U.S. government and allied countries. Additionally, the increase in market adoption of next generation high resolution space system (satellite) sales can also positively impact the future performance of our business. However, long and complex sales cycles, which typically accompany government and satellite program sales transactions, can impact our performance. Furthermore, as we are dependent on a small number of customers for a large portion of our revenue, the loss of one or more of our major customers could have a material adverse effect on our business, financial condition, and results of operations.
We are currently an early-stage company that has not demonstrated a sustained ability to generate sufficient revenue from our expected future principal business. While our revenues have increased each year, we have historically generated insufficient revenues to sustain the business and have relied on outside financing, both debt and equity, to supplement the cash flows generated from our operations. To grow our business, we have to continue to improve our technology and regularly launch new and improved satellites, which require capital. Sustained and repeat business, along with securing new debt and equity capital, are critical for our ongoing success.
In addition, we believe the Domestication provides greater visibility to investors and customers, particularly as we pursue U.S. government D&I-related contracts, and our success in leveraging this structure change will also be a key factor in our future operating results. However, there can be no assurance that the Domestication will allow us to successfully obtain such contracts or resolve other risks related to competing for government contracts.
Key Components of Results of Operations
The following briefly describes the components of revenue and expenses as presented in our Condensed Consolidated Statements of Operations and Comprehensive Loss.
We are an early-stage revenue company with limited commercial operations, and our activities to date have been conducted in South America, Asia, Europe and North America. Currently, we conduct business through one operating segment. The Condensed Consolidated Financial Statements as of June 30, 2025 and December 31, 2024, and for the three months then ended (the "Condensed Consolidated Financial Statements") have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.
The Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in United States thousands of dollars (hereinafter "U.S. dollars" or "$"), unless stated otherwise.
Revenue
Revenue is currently derived from our Asset Monitoring, CaaS and Space Systems business lines. We sell our imagery to Asset Monitoring customers as a single task and recognize revenue at a point-in-time, while we enter into arrangements with CaaS customers that provide a stand-ready commitment and recognize revenue over time. For our Space
Systems business lines, we sell our satellites and related products directly to customers and typically recognize revenue at a point in time.
Cost of sales
Cost of sales includes direct costs related to ground stations, cloud and infrastructure costs and digital image processing.
Selling, general and administrative expenses
Selling, general and administrative expenses consist of the costs related to salaries, wages and other benefits, professional fees and stock-based compensation expense related to our back-office functions. Also included in general and administrative expenses are expenses for estimated credit losses on accounts receivable and other administrative expenses.
Engineering
Engineering includes research and development expenses, and consists of the costs related to salaries, wages and other benefits, professional fees, stock-based compensation expense and other engineering-related expenses.
Depreciation expense
Depreciation expense includes depreciation of satellites and other property and equipment.
Interest income, net
Interest income, net is primarily comprised of interest earned on our Cash and Cash Equivalents, partially offset by interest expense. Interest expense on the Secured Convertible Notes recognized at fair value is included in Change in fair value of financial instruments.
Change in fair value of financial instruments
Our Secured Convertible Notes, warrant liabilities, and earnout liabilities are subject to remeasurement to fair value at each balance sheet date. Changes in the fair value of these liabilities are recorded to Change in fair value of financial instruments in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Since our Secured Convertible Notes are valued utilizing the fair value option, interest expense on the Secured Convertible Notes is also included.
Other (expense) income, net
Other (expense) income, net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.
Income tax expense
As a corporation domiciled in Delaware, we are subject to taxation in the U.S. We may also be subject to withholding taxes paid at source on interest, dividends received and paid in the various jurisdictions in which we operate, other fixed, annual, determinable or periodic income, and/or income earned in other jurisdictions where we have operations. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities where we operate. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where we operate and generate taxable income. Deferred income tax is provided using the liability method on temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the potential impacts on its consolidated financial position, results of operations and cash flows.
Results of Operations
Comparison of Results for the three months ended June 30, 2025 and 2024
The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024.
(in thousands of US dollars) Three Months Ended June 30, 2025 2025 vs 2024
2025 2024 $ Change % Change
Revenue $ 4,440 $ 3,501 $ 939 27 %
Costs and expenses
Cost of sales, exclusive of depreciation shown separately below 1,189 1,249 (60) (5) %
Selling, general and administrative 5,361 9,541 (4,180) (44) %
Engineering 2,327 4,287 (1,960) (46) %
Depreciation expense 1,848 3,101 (1,253) (40) %
Total costs and expenses 10,725 18,178 (7,453) (41) %
Operating loss (6,285) (14,677) 8,392 (57) %
Other (expense) income, net
Interest income, net 285 307 (22) (7) %
Change in fair value of financial instruments (312) (4,272) 3,960 (93) %
Other (expense) income, net (380) 896 (1,276) (142) %
Total other (expense) income, net (407) (3,069) 2,662 (87) %
Loss before income tax (6,692) (17,746) 11,054 (62) %
Income tax benefit (expense) 40 (355) 395 (111) %
Net loss $ (6,652) $ (18,101) $ 11,449 (63) %
Revenue
During the three months ended June 30, 2025, revenue increased $0.9 million, or 27% to $4.4 million from $3.5 million for the three months ended June 30, 2024, driven primarily by a $0.6 million increase in imagery ordered by new and existing Asset Monitoring customers, and a $0.4 million increase in revenue generated from the Space Systems business line. Revenue for the three months ended June 30, 2025 included $3.5 million attributable to our Asset Monitoring line of business, $0.5 million attributable to our Space Systems line of business, and $0.4 million attributable to our CaaS line of business compared to $3.0 million, $0.1 million and $0.4 million, respectively, in the prior year.
Cost of sales
Cost of sales, exclusive of depreciation, decreased $0.1 million, or 5%, to $1.2 million for the three months ended June 30, 2025 from $1.2 million for the three months ended June 30, 2024. The decrease was driven primarily by lower cloud services costs, partially offset by higher antenna lease costs.
Selling, general and administrative expenses
Three Months Ended June 30, 2025 2025 vs 2024
(in thousands of U.S. dollars) 2025 2024 $ Change % Change
Selling, general and administrative
Professional fees related to Secured Convertibles Notes $ - $ 1,426 $ (1,426) (100) %
Professional fees 886 2,369 (1,483) (63) %
Stock-based compensation 507 110 397 361 %
Salaries, wages, and other benefits 1,950 3,505 (1,555) (44) %
Expense (income) from estimated credit losses on accounts receivable, net of recoveries (49) (28) (21) 75 %
Insurance 262 442 (180) (41) %
Software Expenses 1,279 1,293 (14) (1) %
Other administrative expenses 526 424 102 24 %
Total $ 5,361 $ 9,541 $ (4,180) (44) %
Selling, general and administrative expenses decreased $4.2 million, or 44%, to $5.4 million during the three months ended June 30, 2025, from $9.5 million for the three months ended June 30, 2024. The decrease was driven primarily by a $1.5 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement and $1.4 million from a decrease in professional fees related to the Secured Convertible Notes in 2024. The decrease was also driven by decreases in salaries, wages, and other benefits as a result of the Company's workforce reductions in 2024 and a decrease in insurance and other expense reductions resulting from cash control measures during 2024. These decreases were partially offset by a $0.4 million increase in stock-based compensation primarily from forfeitures related to the workforce reductions in 2024.
Engineering expenses
Three Months Ended June 30, 2025 2025 vs 2024
(in thousands of U.S. dollars) 2025 2024 Change % Change
Engineering
Salaries, wages, and other benefits $ 1,648 $ 3,457 $ (1,809) (52) %
Stock-based compensation 70 (298) 368 (123) %
Professional fees 125 478 (353) (74) %
Software expenses 194 177 17 10 %
Other 290 $ 473 (183) (39) %
Total $ 2,327 $ 4,287 $ (1,960) (46) %
Engineering expenses decreased $2.0 million, or 46%, to $2.3 million for the three months ended June 30, 2025 from $4.3 million for the three months ended June 30, 2024. The decrease was driven primarily by a decrease in salaries, wages, and other benefits as a result of the Company's workforce reductions in 2024. The decrease was also partially driven by other expense reductions resulting from cash control measures during 2024, including the termination of our high-throughput plant lease in the Netherlands. These decreases were partially offset by an increase in stock-based compensation primarily from forfeitures related to the workforce reductions made in 2024.
Depreciation expense
Depreciation expense decreased by $1.3 million, or 40%, to $1.8 million for the three months ended June 30, 2025, as compared to $3.1 million for the three months ended June 30, 2024. The decrease was due primarily to nine satellites that were launched in the second quarter of 2022 that have been fully depreciated since the second quarter of 2024, compared to the launch of four new satellites since June 30, 2024.
Interest income, net
Interest income, net remained flat for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Change in fair value of financial instruments
The positive change in fair value of financial instruments of $4.0 million was related to net losses on our financial instruments of $0.3 million for the three months ended June 30, 2025, compared to net losses of $4.3 million for the three months ended June 30, 2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities impacted by the rise in our Class A common stock trading price. This increase was more significant in the three months ended June 30, 2024, compared to the same period in 2025. Additionally, the remeasurement of the fair value of OS warrants resulted in a loss during the three months ended June 30, 2025, due primarily to the reduction in the underlying stock price of the warrant and its approaching expiration.
Other (expense) income, net
Other (expense) income, net decreased $1.3 million, or 142%, to $0.4 million of expense for the three months ended June 30, 2025, compared to $0.9 million of income for the three months ended June 30, 2024. The decrease was driven primarily by foreign currency exchange net losses for the three months ended June 30, 2025 compared to foreign currency exchange net gains in the three months ended June 30, 2024.
Income tax benefit (expense)
Income tax benefit (expense) decreased by $0.4 million, or 111%, to a benefit of $0.04 million for the three months ended June 30, 2025, from expense of $0.4 million for the three months ended June 30, 2024. The decrease was driven primarily by lower expense related to unrecognized tax benefits. The associated liability was fully accrued in the prior period.
Results of Operations
Comparison of Results for the six months ended June 30, 2025 and 2024
The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024.
(in thousands of US dollars) Six Months Ended June 30, 2025 vs 2024
2025 2024 $ Change % Change
Revenue $ 7,827 $ 6,829 $ 998 15 %
Costs and expenses
Cost of sales, exclusive of depreciation shown separately below 2,426 2,554 (128) (5) %
Selling, general and administrative 11,846 18,930 (7,084) (37) %
Engineering 4,820 8,674 (3,854) (44) %
Depreciation expense 4,535 5,946 (1,411) (24) %
Total costs and expenses 23,627 36,104 (12,477) (35) %
Operating loss (15,800) (29,275) 13,475 (46) %
Other (expense) income, net
Interest income, net 462 511 (49) (10) %
Change in fair value of financial instruments (22,673) (5,024) (17,649) 351 %
Other (expense) income, net (547) 2,297 (2,844) (124) %
Total other (expense) income, net (22,758) (2,216) (20,542) 927 %
Loss before income tax (38,558) (31,491) (7,067) 22 %
Income tax benefit (expense) (675) (1,788) 1,113 (62) %
Net loss $ (39,233) $ (33,279) $ (5,954) 18 %
Revenue
During the six months ended June 30, 2025, revenue increased $1.0 million, or 15% to $7.8 million from $6.8 million for the six months ended June 30, 2024, driven primarily by a $1.0 million increase in imagery ordered by new and existing Asset Monitoring customers. Revenue for the six months ended June 30, 2025 included $6.2 million attributable to our Asset Monitoring line of business, $0.8 million attributable to our Space Systems line of business, and $0.8 million attributable to our CaaS line of business compared to $5.1 million, $0.9 million and $0.8 million, respectively, in the prior year.
Cost of sales
Cost of sales, exclusive of depreciation, decreased $0.1 million, or 5%, to $2.4 million for the six months ended June 30, 2025 from $2.6 million for the six months ended June 30, 2024. The decrease was driven primarily by lower cloud services costs and Space Systems costs, partially offset by higher leased antenna costs.
Selling, general and administrative expenses
Six Months Ended June 30, 2025 vs 2024
(in thousands of U.S. dollars) 2025 2024 $ Change % Change
Selling, general and administrative
Professional fees related to Secured Convertibles Notes $ - $ 2,397 $ (2,397) (100) %
Professional fees 2,681 4,634 (1,953) (42) %
Stock-based compensation 1,040 1,065 (25) (2) %
Salaries, wages, and other benefits 4,092 6,251 (2,159) (35) %
Expense (income) from estimated credit losses on accounts receivable, net of recoveries (49) (12) (37) 308 %
Insurance 584 957 (373) (39) %
Software Expenses 2,550 2,693 (143) (5) %
Other administrative expenses 948 945 3 - %
Total $ 11,846 $ 18,930 $ (7,084) (37) %
Selling, general and administrative expenses decreased $7.1 million, or 37%, to $11.8 million during the six months ended June 30, 2025, from $18.9 million for the six months ended June 30, 2024. The decrease was driven primarily by a $2.0 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement and $2.4 million of professional fees related to the Secured Convertible Notes in 2024, partially offset by professional fees related to the Domestication in 2025. The decrease was also partially driven by decreases in salaries, wages, and other benefits as a result of the Company's workforce reductions in 2024 and other expense reductions resulting from cash control measures during 2024.
Engineering expenses
Six Months Ended June 30, 2025 vs 2024
(in thousands of U.S. dollars) 2025 2024 Change % Change
Engineering
Salaries, wages, and other benefits $ 3,524 $ 6,392 $ (2,868) (45) %
Stock-based compensation 131 193 (62) (32) %
Professional fees 190 606 (416) (69) %
Software expenses 352 363 (11) (3) %
Other 623 $ 1,120 (497) (44) %
Total $ 4,820 $ 8,674 $ (3,854) (44) %
Engineering expenses decreased $3.9 million, or 44%, to $4.8 million for the six months ended June 30, 2025 from $8.7 million for the six months ended June 30, 2024. The decrease was driven primarily by a decrease in salaries, wages, and other benefits and stock-based compensation as a result of the Company's workforce reductions in 2024. The decrease was also partially driven by other expense reductions resulting from cash control measures during 2024, including the termination of our high-throughput plant lease in the Netherlands.
Depreciation expense
Depreciation expense decreased by $1.4 million, or 24%, to $4.5 million for the six months ended June 30, 2025, as compared to $5.9 million for the six months ended June 30, 2024. The decrease was due primarily to nine satellites that were launched in the second quarter of 2022 that became fully depreciated since the second quarter of 2024, compared to the launch of four new satellites since June 30, 2024.
Interest income, net
Interest income, net remained flat for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Change in fair value of financial instruments
The negative change in fair value of financial instruments of $17.6 million was related to net losses on our financial instruments of $22.7 million for the six months ended June 30, 2025, compared to net losses of $5.0 million for the six months ended June 30, 2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities primarily impacted by the rise in trading price of our Class A common stock primarily in the first quarter of 2025. These losses were partially offset by a gain on the value of our OS warrants due primarily to the rise in the underlying stock price of the warrant in the six months ended June 30, 2025.
Other (expense) income, net
Other (expense) income, net decreased $2.8 million, or 124%, to $0.5 million of expense for the six months ended June 30, 2025, compared to $2.3 million of income for the six months ended June 30, 2024. The decrease was driven primarily by foreign currency exchange net losses for the six months ended June 30, 2025 compared to foreign currency exchange net gains in the three months ended June 30, 2024.
Income tax expense
Income tax expense decreased by $1.1 million, or 62%, to $0.7 million for the six months ended June 30, 2025, from $1.8 million for the six months ended June 30, 2024. The decrease was driven primarily by lower expense related to unrecognized tax benefits. The associated liability was fully accrued in the prior period and only interest was accrued in the current period.
Non-GAAP Financial Measures
To supplement our Condensed Consolidated Financial Statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP measures: EBITDA; Adjusted EBITDA; and Free Cash Flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.
We define Non-GAAP EBITDA as net loss excluding interest, income taxes, depreciation and amortization. We did not incur amortization expense during the three and six months ended June 30, 2025 and 2024.
We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other (expense) income, net, changes in the fair value of financial instruments, stock-based compensation, and professional fees related to Secured Convertible Notes. Other (expense) income, net consists primarily of foreign currency gains and losses.
We define Non-GAAP Free Cash Flow as net cash used in operating activities less payments for capital expenditures.
We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they provide meaningful supplemental information regarding our performance and liquidity by removing the impact of items that we believe are not reflective of our underlying operating performance. The non-GAAP measures are used by us to evaluate our core operating performance and liquidity on a comparable basis and to make strategic decisions. The non-GAAP measures also facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations such
as capital structures, taxation, depreciation, capital expenditures and other non-cash items (i.e., embedded derivatives, debt extinguishment and stock-based compensation) which may vary for different companies for reasons unrelated to operating performance. However, different companies may define these terms differently and accordingly comparisons might not be accurate. There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts excluded from these non-GAAP financial measures, and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with U.S. GAAP. Non-GAAP measures such as EBITDA, Adjusted EBITDA and Free Cash Flow are not intended to be a substitute for any U.S. GAAP financial measure.
The following presents our non-GAAP financial measures, along with the most comparable GAAP metric:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands of U.S. dollars) 2025 2024 2025 2024
Net loss available to stockholders $ (6,652) $ (18,101) $ (39,233) $ (33,279)
EBITDA (non-GAAP) (4,841) (14,643) (34,020) (25,534)
Adjusted EBITDA (non-GAAP) (3,573) (10,029) (9,629) (19,152)
Net cash used in operating activities (4,342) (13,776) (9,064) (23,891)
Free Cash Flow (non-GAAP) (5,118) (15,168) (11,753) (27,225)
Non-GAAP Financial Measure Reconciliations
The following table presents a reconciliation of Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA to our net loss for the periods indicated.
Three Months Ended June 30, Six Months Ended June 30,
(in thousands of U.S. dollars) 2025 2024 2025 2024
Net loss available to stockholders $ (6,652) $ (18,101) $ (39,233) $ (33,279)
Interest expense 3 2 3 11
Income tax (benefit) expense (40) 355 675 1,788
Depreciation expense 1,848 3,101 4,535 5,946
Non-GAAP EBITDA $ (4,841) $ (14,643) $ (34,020) $ (25,534)
Professional fees related to Secured Convertible Notes - 1,426 - 2,397
Change in fair value of financial instruments 312 4,272 22,673 5,024
Other expense (income), net (1)
380 (896) 547 (2,297)
Stock-based compensation 576 (188) 1,171 1,258
Non-GAAP Adjusted EBITDA $ (3,573) $ (10,029) $ (9,629) $ (19,152)
(1)Other expense (income), net includes foreign exchange gain or loss and other non-operating income and expenses not considered indicative of our ongoing operational performance.
The following table presents a reconciliation of Non-GAAP Free Cash Flow to cash flows used in operating activities for the periods indicated.
Three Months Ended June 30, Six Months Ended June 30,
(in thousands of U.S. dollars) 2025 2024 2025 2024
Net cash used in operating activities $ (4,342) $ (13,776) $ (9,064) $ (23,891)
Less purchases of property and equipment (776) (1,392) (2,689) (3,334)
Non-GAAP Free Cash Flow $ (5,118) $ (15,168) $ (11,753) $ (27,225)
Liquidity and Capital Resources
Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. As of June 30, 2025, we had $32.6 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $31.0 million.
Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology. As of June 30, 2025, we had an accumulated deficit of $439.3 million, and for the six months ended June 30, 2025, we had net cash used in operating activities of $9.1 million.
As a result of the continued slower than anticipated revenue growth, we continue to maintain cost and spending control measures which were implemented in the second quarter of 2024, including controlling growth in our workforce.
On April 12, 2024, the Company, Nettar, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which Nettar agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30.0 million to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50% per annum. subject to an additional 4.0% per annum if certain events of default occur and are continuing. The Secured Convertible Notes are guaranteed by the Company and each of the Company's material subsidiaries (other than Nettar), and are secured by substantially all of the Company's and its subsidiaries' assets (including all of its intellectual property). Nettar may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million. The Secured Convertible Notes mature on April 12, 2028.
The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.
In connection with the offering of the Secured Convertible Notes, the Company also entered into (i) a side letter with the Purchaser, pursuant to which the Purchaser is entitled to pre-emptive rights, in order to maintain its as-converted ownership percentage on the same basis as new capital raised and (ii) a registration rights agreement with the Purchaser, pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.
On December 8, 2024, the Company entered into a Share Purchase Agreement with the purchaser party thereto, pursuant to which the Company issued in a private placement an aggregate of 3,571,429 Class A common stock to the purchaser at a purchase price of $2.80 per share. The closing of the private placement occurred on December 10, 2024 and the Company received gross proceeds of $10,000,000. The net proceeds from the offering are being used for general corporate purposes.
On December 10, 2024, the Company filed a shelf registration statement which registers, among other things, the offer and sale by us of up to $150 million aggregate amount of our Class A common stock. The shelf registration statement was declared effective by the SEC on December 20, 2024. In connection with the Domestication, the Company filed a post-effective amendment to the shelf registration statement that was declared effective by the SEC on March 31, 2025.
On December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company's sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the "ATM Program"). On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program. On April 9, 2025, the Company entered into the Second A&R Sales Agreement with the Sales Agents, pursuant to which references to the Company's Class A ordinary shares were replaced with references to the Company's Class A common stock, along with other conforming changes, in connection with the Domestication. No Class A common stock was sold pursuant to the ATM Program during 2024. During the six months ended June 30, 2025, the Company sold $3.1 million aggregate amount of Class A common stock under the ATM Program, leaving an aggregate of $46.9 million remaining under the ATM Program.
On April 15, 2025, the Company entered into the Securities Purchase Agreement with the purchaser party thereto, pursuant to which the Company agreed to issue and sell in the Registered Direct Offering, 6,451,612 shares of the
Company's Class A common stock at an offering price of $3.10 per share. The gross proceeds to the Company from the Registered Direct Offering were approximately $20 million, before deducting the placement agent's fees and estimated offering expenses payable by the Company. Closing of the Registered Direct Offering occurred on April 16, 2025. See Note 1 (Nature of the Business and Basis of Presentation) of this Report for further details.
Currently, we primarily rely on our existing cash and cash equivalents balances to fund our business, including capital expenditures, working capital requirements, and anticipated interest payments. Our current and future revenue depends primarily on our ability to: (i) utilize our available satellite capacity with new and existing customers and (ii) enter into new commercial relationships with new customers. There can be no assurance that we will attain positive cash flow from operations. We have experienced, and may continue to experience, negative cash flows, and if we continue to experience negative cash flows, our existing cash and cash equivalents balances may be reduced, and we may be required to reduce capital expenditures, or make other changes to our operating structure, all of which could have a material adverse effect on our business.
Management assessed our ability to continue as a going concern and evaluated whether there are certain conditions and events that raise substantial doubt about our ability to continue as a going concern using all information available about the future. Given our current liquidity position, including the Secured Convertible Note, and historical operating losses, we believe there is substantial doubt that we can continue as a going concern. Substantial doubt about an entity's ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.
We have, however, prepared the Condensed Consolidated Financial Statements included elsewhere in this Report on a going concern basis, assuming that our financial resources will be sufficient to meet our capital needs over the next twelve months. Accordingly, our Condensed Consolidated Financial Statements contemplate the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business and do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. Despite substantial doubt that we will be able to continue as a going concern, we are continuing to take actions to secure sufficient financing (as described below) and thus believe that the application of the going concern assumption for the preparation of the Condensed Consolidated Financial Statements is appropriate.
In an effort to address our ability to continue as a going concern, we continue to seek and evaluate additional opportunities to raise capital through the issuance of equity or debt, or a combination of both, such as the Secured Convertible Notes, the Share Purchase Agreement and the Amended Sales Agreement, as well as evaluating other strategic alternatives. Until such time that we can generate revenue sufficient to achieve profitability, we expect to finance our operations through equity or debt financings, which may not be available to us on the timing needed, on terms that the Company deems to be favorable or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we are unable to obtain sufficient financial resources, our business, financial condition and results of operations will be materially and adversely affected. There can be no assurance that we will be able to obtain the needed financing on acceptable terms or at all. See "Risk Factors-There is substantial doubt about our ability to continue as a going concern" of our 2024 Annual Report for additional information.
Additionally, we are an early-stage growth company and subject to a number of risks associated with emerging, technology-oriented companies with a limited operating history, including, but not limited to, dependence on key individuals, a developing business model, key customers, initial and continued market acceptance of our services and protection of our proprietary technology. Our sales efforts involve considerable time and expense, and our sales cycle is long and unpredictable. We also have risks from competition from substitute products and services. All of these risks, as well as the risks included in Part I, Item 1A. Risk Factors included in our 2024 Annual Report, could have an adverse impact on our business and financial prospects and cause us to seek additional financing to fund future operations.
Cash Flows Summary
The following table summarizes our cash flow information for the six months ended June 30, 2025 and 2024.
Six Months Ended June 30,
(in thousands of U.S. dollars) 2025 2024
Net cash flows:
Net cash flows used in operating activities $ (9,064) $ (23,891)
Net cash flows used in investing activities (2,689) (3,320)
Net cash flows provided by financing activities 21,430 27,361
Net change in cash, cash equivalents and restricted cash $ 9,677 $ 150
Cash Flows Used in Operating Activities
The cash flows used in operating activities to date have been primarily comprised of costs and expenses related to development of our products, payroll, fluctuations in accounts payable and other current assets and liabilities. As we continue to expand our commercial operations, we anticipate our cash used in operating activities will remain elevated until we begin to generate material cash flows from the business.
Cash flows used in operating activities are as follows:
(in thousands of US dollars) Six Months Ended June 30,
2025 2024
Net loss $ (39,233) $ (33,279)
Adjustments for the impact of non-cash items (1)
27,209 12,813
Net loss adjusted for the impact of non-cash items (12,024) (20,466)
Changes in assets and liabilities
Accounts receivable(2)
1,534 (992)
Prepaid expenses and other current assets(3)
1,251 (2,362)
Accounts payable(4)
(536) 2,683
Other(5)
711 (2,754)
Net cash used in operating activities $ (9,064) $ (23,891)
(1)Includes items such as depreciation, changes in the fair value of financial instruments, interest expense, income tax, stock-based compensation expense, expense for estimated credit losses on accounts receivable, changes in foreign currency and others.
(2)The change is primarily due to timing of payments and improved collection of our accounts receivable.
(3)The change is primarily due to lower prepaid insurance costs.
(4)The change is primarily due to the timing of payments.
(5)The change is primarily due to timing of payments, net of an increase in contract liabilities for new revenue contracts.
Cash Flows Used in Investing Activities
Our cash flows used in investing activities to date have been primarily comprised of purchases of satellite components and other property and equipment. Investing activities have increased substantially as we ramped up satellite production activity and factory development in connection with expanding our production capacity.
Net cash used in investing activities $2.7 million for the six months ended June 30, 2025, was down slightly compared to $3.3 million for the six months ended June 30, 2024. Cash control measures implemented in 2023 limited the number of launches in both periods.
Cash Flows Provided by (used in) Financing Activities
Net cash provided by financing activities was $21.4 million for the six months ended June 30, 2025 compared to net cash provided by financing activities of $27.4 million for the six months ended June 30, 2024, which resulted primarily from proceeds from stock issuances under the Registered Direct Offering, ATM Program and proceeds from exercise of stock options in the six months ended June 30, 2025, as discussed above.
Debt
Refer to Note 15 (Secured Convertible Notes) to the Condensed Consolidated Financial Statements for a discussion of our debt at June 30, 2025 and December 31, 2024.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to revenue recognition, impairment of assets, fair value of financial instruments, and income taxes. Actual results may differ materially from these estimates under different assumptions and conditions.
There have been no material changes to our critical accounting policies and estimates in the three months ended June 30, 2025. For more information, the application of each of these critical accounting policies and estimates is discussed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 Annual Report.
Emerging Growth Company and Smaller Reporting Company Status
Section 102(b)(1) of the Jobs Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Jobs Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
We are an "emerging growth company" as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through the end of the 2025 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
As an emerging growth company, we are not required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, and (ii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis).
We will also rely on certain reduced reporting and other requirements that are otherwise generally applicable to public companies.
We are also a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K, meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on
exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Recent Accounting Pronouncements
Refer to Note 3 (Accounting Standards Updates) in the Condensed Consolidated Financial Statements included in this Report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made such an assessment, of their potential impact on our financial condition and our results of operations and cash flows.
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