Description of Business, Basis of Presentation and Significant Accounting Policies | Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies Description of Business Astra Space, Inc. (the "Company") designs, tests, manufactures and operates the next generation of launch services and space products and services that it expects to enable a new generation of global communications, earth observations, precision weather monitoring, navigation, and surveillance capabilities. The Company's mission is to Improve Life on Earth from Space® through greater connectivity and more regular observations and to enable a wave of innovation in Low Earth Orbit ("LEO") by expanding its space platform offerings. Currently, the Company's business consists of two segments, a mobile orbital launch system (“Launch Services”) and a space products business that produces the Astra Spacecraft Engine TM products (“Space Products”). Holicity Inc. (“Holicity”) was originally incorporated in Delaware and was established as a special purpose acquisition company, which completed its initial public offering in August 2020. On June 30, 2021 (the “Closing Date”), Holicity consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated as of February 2, 2021 (the “BCA”), by and among Holicity, Holicity Merger Sub Inc., a wholly owned subsidiary of Holicity (“Merger Sub”), and Astra Space Operations, Inc. (“pre-combination Astra”). Immediately upon the consummation of the Business Combination, Merger Sub merged with and into pre-combination Astra with pre-combination Astra surviving the merger as a wholly owned subsidiary of Holicity. Holicity changed its name to “Astra Space, Inc.” and pre-combination Astra changed its name to “Astra Space Operations, Inc.” Unless the context otherwise requires, “Astra” and the “Company” refers to Astra Space, Inc., the combined company and its subsidiaries following the Business Combination and Astra Space Operations, Inc. prior to the Business Combination. See Note 3 — Acquisitions for further discussion of the Business Combination, included in the Notes to Consolidated Financial Statements in Astra’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the "SEC") on March 30, 2023 (“2022 Annual Report”). The Company’s Class A common stock is listed on the Nasdaq Capital Market under the symbol “ASTR”. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Astra and its subsidiaries, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting. The condensed consolidated financial statements included herein are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The condensed consolidated balance sheet data as of December 31, 2022 were derived from Astra’s audited consolidated financial statements included in its 2022 Annual Report. All intercompany transactions and balances have been eliminated in consolidation. The operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 , or for any other future period. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. The impact of these reclassifications was not material to the condensed financial statements for the periods presented. Reverse Stock Split On July 6, 2023, the board of directors of the Company (the “Board”) approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Amendment”) to effect (a) a 1-for-15 reverse stock split of the shares of the Company’s Class A common stock (the “Class A common stock”), par value $ 0.0001 per share, and (b) a 1-for-15 reverse stock split of the shares of the Company’s Class B common stock (the “Class B common stock), par value $ 0.0001 per share on September 13, 2023 (collectively, the “Reverse Stock Split”). The stockholders of the Company, at the 2023 annual meeting held on June 8, 2023 (the “Annual Meeting”), had previously approved the Reverse Stock Split at a ratio in the range of 1-for-5 to 1-for-15 , with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Board, in its discretion, no later than June 8, 2024. On September 12, 2023, the Company amended its existing Second Amended and Restated Certificate of Incorporation (the “Prior Certificate”), to implement the Reverse Stock Split by filing the Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. The Amendment became effective at 4:01 PM Eastern Time on September 13, 2023 (the “Effective Time”), thereby giving effect to the Reverse Stock Split. The Prior Certificate was further amended, as of the Effective Time, to clarify that the Company will round up to the nearest whole shares for treatment of any fractional shares of Common Stock in connection with the Reverse Stock Split. The par value of the Company’s common stock and the number of authorized shares of the common stock were not affected by the Reverse Stock Split. The Class A common stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of trading on September 14, 2023. The trading symbol for the Class A common stock remained “ASTR”. The Class A common stock was assigned a new CUSIP number (04634X202) following the Reverse Stock Split. Unless otherwise noted, share numbers and per share amounts in this Quarterly Report on Form 10-Q reflect the Reverse Stock Split. Impact of the Reverse Stock Split The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 211,824,567 ( 197,702,929 ) 14,121,638 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 June 30, 2023 June 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 216,481,966 ( 202,049,834 ) 14,432,132 209,408,425 ( 195,447,863 ) 13,960,562 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 March 31, 2023 March 31, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 215,286,444 ( 200,934,014 ) 14,352,430 208,610,490 ( 194,703,124 ) 13,907,366 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 December 31, 2022 December 31, 2021 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 213,697,468 ( 199,450,970 ) 14,246,498 207,451,107 ( 193,621,033 ) 13,830,074 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,189 ( 51,836,576 ) 3,702,613 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Three Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 210,788,116 ( 196,735,575 ) 14,052,541 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Nine Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 209,317,361 ( 195,362,870 ) 13,954,491 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) The following outstanding stock options and restricted stock units exercisable or issuable into shares of Class A common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Stock options 7,139,177 ( 6,663,232 ) 475,945 Restricted stock units 18,759,814 ( 17,509,160 ) 1,250,654 Total antidilutive shares excluded from loss per share - diluted 25,898,991 ( 24,172,392 ) 1,726,599 Restricted stock awards were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 10,678,818 $ 9.20 ( 9,966,896 ) $ 130.18 711,922 $ 139.38 Granted 13,760,707 2.51 ( 12,843,326 ) 35.08 917,381 37.59 Vested ( 2,737,757 ) 8.40 2,555,239 120.35 ( 182,518 ) 128.75 Forfeited ( 2,941,954 ) 7.18 2,745,823 105.74 ( 196,131 ) 112.92 Outstanding - September 30, 2022 18,759,814 $ 4.73 ( 17,509,160 ) $ 66.50 1,250,654 $ 71.23 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022: As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 20,326,384 $ 7.52 ( 18,971,291 ) $ 104.63 1,355,093 $ 112.14 Granted 1,242,027 4.85 ( 1,159,225 ) 67.94 82,802 72.79 Exercised ( 620,145 ) 0.45 578,802 6.37 ( 41,343 ) 6.82 Forfeited ( 267,189 ) 1.18 249,376 16.49 ( 17,813 ) 17.67 Expired ( 5,067 ) 6.75 4,729 94.50 ( 338 ) 101.25 Outstanding - September 30, 2022 20,676,010 $ 7.61 ( 19,297,609 ) $ 106.60 1,378,401 $ 114.21 Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within the control of the Company as of the date the unaudited condensed consolidated financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the unaudited condensed consolidated financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through November 2024. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $ 1.9 billion . As of September 30, 2023, the Company’s existing sources of liquidity included cash and cash equivalents of $ 13.9 million and restricted cash of $ 5.0 million . The restricted cash is held in a control account as collateral for the Senior Note issued to a New Jersey based investment firm, on August 4, 2023, (the "Senior Note") and may only be disbursed under the term of the Securities Purchase Agreement. See Note 6. Senior Note and Warrants for more information about the Company's obligations under the Senior Note. The Company believes that its current level of cash and cash equivalents are not sufficient to fund commercial scale production and sale of its services and products. To proceed with the Company’s business plan and continue the Company's business operations, the Company will need to raise substantial additional funds through the issuance of additional debt, equity or both. Until such time, if ever, the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financing, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will 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 the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If the Company is unable to obtain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product development activities or future commercialization efforts or cease business operations. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. In an effort to alleviate these conditions, the Company continues to seek and evaluate additional opportunities to raise additional capital through the issuance of equity or debt securities or potential sale of assets. See Note 6 – Senior Note and Warrants, Note 9 – Stockholder’s Equity and Note 13 – Subsequent Events for information about the Company’s recent capital raising activities and the restrictions on the Company’s business activities related to these capital raising activities. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, its performance and investor sentiment with respect to the Company and its industry. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. If the Company is unable to raise substantial additional capital in the near term, the Company's operations and production plans will be further scaled back or curtailed. If the funds raised are insufficient to provide a bridge to full commercial production at a profit, the Company's operations could be severely curtailed or cease entirely and the Company may not realize any significant value from its assets. The Company has, however, prepared these unaudited condensed consolidated financial statements on a going concern basis, assuming that the Company's financial resources will be sufficient to meet its capital needs over the next twelve months. Accordingly, the Company's financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should it be unable to continue in operation for the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, marketable securities, and accounts receivable. The Company maintains cash and cash equivalent balances in bank accounts with multiple banking partners. All cash accounts are located in the United States (“U.S.”) and insured by the FDIC up to $ 250,000 . Marketable securities consist of highly liquid investments with financial institutions, which management believes to be of a high credit quality. The Company's accounts receivable are derived from revenue earned from customers or invoices billed to customer that represent unconditional right to consideration located within the U.S. The Company mitigates collection risks from its customers by performing regular credit evaluations of the Company's customers’ financial conditions. The Company believes there is no exposure to any significant credit risks related to its cash and cash equivalents or accounts receivable and has not experienced any losses in such accounts. The following customer's outstanding accounts receivable accounted for greater than 10% of the Company's trade accounts receivable as of the date reflected: September 30, 2023 December 31, 2022 Customer 1 26.6 % — Customer 2 24.7 % 21.7 % Customer 3 — 53.3 % Customer 4 — 20.8 % For the three and nine months ended September 30, 2023 and 2022, the following customers accounted for greater than 10% of the Company's total revenues: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Customer 1 100.0 % — 100 % — Customer 2 — 100.0 % — 29.6 % Customer 3 — — — 59.2 % ____________ Impairment of long-lived assets, indefinite-lived intangibles and goodwill The Company performs an annual impairment review of goodwill and indefinite-lived intangible assets during the fourth fiscal quarter of each year, and more frequently if the Company believes that indicators of impairment exist. Long-lived assets are tested for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of the third quarter of fiscal year 2022, the Company determined that impairment indicators were present based on the existence of substantial doubt about the Company’s ability to continue as a going concern, a sustained decrease in the Company’s share price and macroeconomic factors. Accordingly, the Company proceeded with the quantitative impairment tests. For indefinite-lived intangible assets, the Company compared the carrying amount of the asset to its fair value, resulting in a non-cash impairment charge, as described further in Note 5 – Intangible Assets. For the long-lived assets, the Company compared the sum of the undiscounted future cash flows attributable to the Launch Services and Space Products asset groups (the lowest level for which identifiable cash flows are available) to their respective carrying amounts and concluded that the Space Products asset group was recoverable. The Launch Services asset group was not recoverable, and the Company proceeded with the comparison of the asset group’s carrying amount to its fair value, resulting in a non-cash impairment charge, as described further in Note 4 – Supplemental Financial Information . For goodwill, the Company compared the carrying amount of the reporting unit to its fair value. During the third quarter of fiscal year 2022, the Company took steps to realign management and internal reporting, resulting in two operating and reportable segments, as described further in Note 12 – Segment Information. In accordance with the accounting guidance under ASC 350, the reorganization triggered a goodwill impairment test based on the reporting structure immediately before the reorganization, as a single reporting unit, resulting in a non-cash impairment charge writing off the entire goodwill balance, as described further in Note 5 – Intangible Assets. Fair values of the Company’s reporting units were determined using the discounted cash flow model and fair value of the trade name was determined using the relief-from-royalty method. Significant inputs include discount rates, growth rates, and cash flow projections, and for the trade name, the royalty rate. These valuation inputs are considered Level 3 inputs as defined by ASC 820 Fair Value Measurement . Use of Estimates and Judgments The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill and long-lived assets, inventory valuation and reserves, stock-based compensation, useful lives of intangible assets and property, plant and equipment, deferred tax assets, income tax uncertainties and other contingencies. Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the Company’s 2022 Annual Report that have had a material impact on its unaudited condensed consolidated financial statements and related notes. Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted the ASU on January 1, 2023. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recently Issued Accounting Standards Not Yet Adopted In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided temporary relief when transitioning from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) or another applicable rate during the original transition period ending on December 31, 2022. In March 2021, the UK Financial Conduct Authority (the “FCA”) announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of U.S. dollar LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. In light of this development, the FASB issued this update to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company does not have material LIBOR related contracts and the Company's adoption of this new guidance will not have a material impact on its financial position, results of operations, cash flows, or related disclosures. |