BlackSky Technology Inc. General form of registration statement for all companies including face-amount certificate companies

General form of registration statement for all companies including face-amount certificate companies

Net (Loss)/Income Per Share of Class A Common Stock

Net (Loss)/Income Per Share of Class A Common Stock

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Net (Loss)/Income Per Share of Class A Common Stock

17.	Net (Loss)/Income Per Share of Class A Common Stock

The following table includes the calculation of basic and diluted net (loss)/income per share:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
	(in thousands except per share information)						(in thousands except per share information)
Loss from continuing operations	$	(46,897	)	$	(13,911	)	$	(250,016	)	$	(37,594	)
(Loss)/gain from discontinued operation		—			(511	)		(1,022	)		28,449

Net loss available to common stockholders	$	(46,897	)	$	(14,422	)	$	(251,038	)	$	(9,145	)

Basic and diluted net loss per share - continuing operations	$	(0.67	)	$	(0.41	)	$	(4.29	)	$	(1.16	)
Basic and diluted net (loss)/income per share - discontinued operations		—			(0.01	)		(0.02	)		0.87

Basic and diluted net loss per share	$	(0.67	)	$	(0.42	)	$	(4.31	)	$	(0.29	)

Shares used in the computation of basic and diluted net loss per share		69,975			34,258			58,297			32,515

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 three and nine months ended September 30, 2021 and 2020. BlackSky’s pending Form

S-1

registration statement filed with the SEC seeks to register approximately 24.1 million shares underlying the Public Warrants and Private Placement Warrants outlined below, which equates to less than 16% of the total fully diluted outstanding common shares of BlackSky. While the Public Warrants and certain of the Private Placement Warrants are now exercisable, the exercise prices (of either $11.50 per share or $20 per share, depending on the class of warrant) both currently exceed the trading price for BlackSky’s common stock. Shares issued to Legacy BlackSky stockholders as part of the Merger consideration remain locked up pursuant to BlackSky’s bylaws through at least the middle of the first quarter of 2022.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Restricted class A common stock		420		1,022		420		1,022
Restricted stock units		9,158		—		9,158		—
Common Stock warrants		1,770		12,312		1,770		12,312
Public Warrants (as exercised for class A common stock) treated as liability		15,813		—		15,813		—
Private Placement Warrants (as exercised for class A common stock) treated as liability		8,325		—		8,325		—
Sponsor earn-out shares		2,372		—		2,372		—
Stock options		2,344		3,561		2,344		3,561

17.	Net Loss Per Share of Common Stock

The Company follows the

two-class

method when computing net loss per share of common stock because it has issued securities, other than Class A Common Stock, that contractually entitle the holders to participate in dividends and earnings. These participating securities include the Company’s restricted common stock, which has

non-forfeitable

rights to participate in any dividends declared on the Company’s Class A Common Stock. The

two-class

method requires all earnings for the period to be allocated between Class A Common Stock and participating securities based upon their respective rights to receive distributed and undistributed earnings.

Under the

two-class

method, for periods with net income, basic net income per Class A

Common Stock

is calculated by dividing the net income attributable to common stockholders by the weighted average number of shares of Class A

Common Stock

outstanding during the period. Net income attributable to common stockholders is calculated by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses.

Diluted net income per Class A common share is computed under the

two-class

method by using the weighted average number of shares of Class A

Common Stock

outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of unvested restricted stock, stock options, warrants, and preferred stock.

Due to net losses for the years ended December 31, 2020 and 2019, basic and diluted net loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive to loss per share from continuing operations.

The following table includes the calculation of basic and diluted net income/(loss) per share:


	Year Ended December 31,
	2020			2019
	(in thousands except per share information)
Loss from continuing operations	$	(47,720	)	$	(59,985	)
Income/(loss) from discontinued operations		28,185			(6,160	)

Net loss available to common stockholders	$	(19,535	)	$	(66,145	)

Basic and diluted net loss per share - continuing operations	$	(1.45	)	$	(3.30	)
Basic and diluted net income/(loss) per share - discontinued operations		0.85			(0.34	)

Basic and diluted net loss per share - total	$	(0.60	)	$	(3.64	)

Shares used in computation of basic and diluted net income/(loss) per share		33,009			18,164

The following potentially dilutive securities were not included in the calcul

tion of weighted average common shares outstanding, as their effect would have been anti-dilutive for the years ended December 31:


	December 31,
	2020		2019
	(in thousands)
Restricted common stock		891		—
Common stock warrants		12,312		11,551
Stock options		3,489		3,856