Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ROCKET LAB USA, INC. | |
Entity Central Index Key | 0001819994 | |
Entity File Number | 001-39560 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 473,257,191 | |
Entity Address, State or Province | CA | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 98-1550340 | |
Entity Address, Address Line One | 3881 McGowen Street | |
Entity Address, City or Town | Long Beach | |
Entity Address, Postal Zip Code | 90808 | |
City Area Code | 714 | |
Local Phone Number | 465-5737 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RKLB | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 333,279 | $ 690,959 |
Marketable securities, current | 169,428 | 0 |
Accounts receivable, net | 57,732 | 13,957 |
Contract assets | 9,063 | 2,490 |
Inventories | 86,138 | 47,904 |
Prepaids and other current assets | 43,810 | 19,454 |
Total current assets | 699,450 | 774,764 |
Non-current assets: | ||
Property, plant and equipment, net | 93,547 | 65,339 |
Intangible asset, net | 82,980 | 57,487 |
Goodwill | 59,929 | 43,308 |
Right-of-use assets - operating leases | 32,214 | 28,424 |
Right-of-use assets - finance leases | 15,768 | 0 |
Marketable securities, non-current | 9,751 | 0 |
Restricted cash | 3,008 | 1,116 |
Deferred income tax assets, net | 3,243 | 5,859 |
Other non-current assets | 1,472 | 4,550 |
Total assets | 1,001,362 | 980,847 |
Current liabilities: | ||
Trade payables | 13,266 | 3,489 |
Accrued expenses | 9,586 | 10,977 |
Employee benefits payable | 8,560 | 8,266 |
Contract liabilities | 112,649 | 59,749 |
Current installments of long-term borrowings | 2,886 | 2,827 |
Other current liabilities | 14,393 | 10,999 |
Total current liabilities | 161,340 | 96,307 |
Non-current liabilities: | ||
Long-term borrowings, excluding current installments | 99,344 | 97,297 |
Non-current operating lease liabilities | 31,588 | 28,302 |
Non-current finance lease liabilities | 15,656 | 0 |
Deferred tax liabilities | 22 | 466 |
Public and private warrant liabilities | 0 | 58,227 |
Other non-current liabilities | 2,576 | 1,800 |
Total liabilities | 310,526 | 282,399 |
Stockholders' equity | ||
Common stock, value | 47 | 45 |
Additional paid-in capital | 1,098,892 | 1,002,106 |
Accumulated deficit | (403,747) | (305,011) |
Accumulated other comprehensive income | 4,356 | 1,308 |
Total Stockholders' equity | 690,836 | 698,448 |
Total liabilities and stockholders' equity | $ 1,001,362 | $ 980,847 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, share authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, share issued | 472,746,850 | 472,746,850 |
Common stock, share outstanding | 450,180,479 | 450,180,479 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 63,057 | $ 5,287 | $ 159,234 | $ 34,759 |
Cost of revenues | 54,590 | 17,738 | 142,074 | 43,337 |
Gross profit | 8,467 | (12,451) | 17,160 | (8,578) |
Operating expenses: | ||||
Research and development, net | 17,508 | 14,189 | 50,150 | 29,797 |
Selling, general and administrative | 22,961 | 25,655 | 64,991 | 39,347 |
Total operating expenses | 40,469 | 39,844 | 115,141 | 69,144 |
Operating loss | (32,002) | (52,295) | (97,981) | (77,722) |
Other income (expense): | ||||
Interest expense, net | (1,486) | (2,977) | (6,907) | (3,377) |
Gain (loss) on foreign exchange | (51) | 16 | (3,947) | (389) |
Change in fair value of liability classified warrants | 0 | (33,947) | 13,482 | (39,424) |
Other income (expense), net | 622 | (450) | 625 | (583) |
Total other income (expense), net | (915) | (37,358) | 3,253 | (43,773) |
Loss before income taxes | (32,917) | (89,653) | (94,728) | (121,495) |
Benefit (provision) for income taxes | (1,693) | 1,684 | (4,008) | 979 |
Net loss | (34,610) | (87,969) | (98,736) | (120,516) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation income (loss) | (4,655) | (1,008) | (4,809) | 66 |
Unrealized loss on available-for-sale marketable securities | (855) | 0 | (855) | 0 |
Comprehensive loss | $ (40,120) | $ (88,977) | $ (104,400) | $ (120,450) |
Net loss per share attributable to Rocket Lab USA, Inc.: | ||||
Net loss per share attributable to common stockholders-basic | $ (0.07) | $ (0.39) | $ (0.21) | $ (0.93) |
Net loss per share attributable to common stockholders- diluted | $ (0.07) | $ (0.39) | $ (0.21) | $ (0.93) |
Weighted-average common shares outstanding: | ||||
Weighted average common shares outstanding-basic | 469,768,797 | 228,266,647 | 463,709,955 | 129,232,016 |
Weighted average common shares outstanding, diluted | 469,768,797 | 228,266,647 | 463,709,955 | 129,232,016 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Adjustment [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] Adjustment [Member] | Common Stock [Member] | Common Stock [Member] Adjustment [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Adjustment [Member] | Other Comprehensive Income [Member] | Other Comprehensive Income [Member] Adjustment [Member] |
Balance at Beginning at Dec. 31, 2020 | $ (166,708) | $ (166,708) | $ 8 | $ 274,960 | $ 274,960 | $ 19,928 | $ 19,920 | $ (187,691) | $ (187,691) | $ 1,055 | $ 1,055 | |||
Balance at Beginning (in Shares) at Dec. 31, 2020 | 31,330,513 | 283,843,764 | 8,654,869 | 78,410,162 | ||||||||||
Net loss | (15,882) | (15,882) | ||||||||||||
Exercise of stock options (in Shares) | 545,527 | |||||||||||||
Exercise of stock options | 542 | 542 | ||||||||||||
Stock-based compensation | 1,102 | 1,102 | ||||||||||||
Other comprehensive income (loss) | 741 | 741 | ||||||||||||
Balance Ending at Mar. 31, 2021 | (180,205) | $ 8 | 274,960 | 21,564 | (203,573) | 1,796 | ||||||||
Balance Ending (in Shares) at Mar. 31, 2021 | 283,843,764 | 78,955,689 | ||||||||||||
Balance at Beginning at Dec. 31, 2020 | (166,708) | (166,708) | $ 8 | 274,960 | 274,960 | 19,928 | 19,920 | (187,691) | (187,691) | 1,055 | 1,055 | |||
Balance at Beginning (in Shares) at Dec. 31, 2020 | 31,330,513 | 283,843,764 | 8,654,869 | 78,410,162 | ||||||||||
Net loss | (120,516) | |||||||||||||
Stock-based compensation | 21,793 | |||||||||||||
Balance Ending at Sep. 30, 2021 | 674,126 | $ 45 | 981,167 | (308,207) | 1,121 | |||||||||
Balance Ending (in Shares) at Sep. 30, 2021 | 449,039,446 | |||||||||||||
Balance at Beginning at Dec. 31, 2020 | (166,708) | $ (166,708) | $ 8 | 274,960 | $ 274,960 | 19,928 | $ 19,920 | (187,691) | $ (187,691) | 1,055 | $ 1,055 | |||
Balance at Beginning (in Shares) at Dec. 31, 2020 | 31,330,513 | 283,843,764 | 8,654,869 | 78,410,162 | ||||||||||
Retroactive application of Exchange Ratio | $ 8 | (8) | ||||||||||||
Retroactive application of Exchange Ratio (Shares) | 252,513,251 | 69,755,293 | ||||||||||||
Balance Ending at Dec. 31, 2021 | 698,448 | $ 45 | 1,002,106 | (305,011) | 1,308 | |||||||||
Balance Ending (in Shares) at Dec. 31, 2021 | 450,180,479 | |||||||||||||
Balance at Beginning at Mar. 31, 2021 | (180,205) | $ 8 | 274,960 | 21,564 | (203,573) | 1,796 | ||||||||
Balance at Beginning (in Shares) at Mar. 31, 2021 | 283,843,764 | 78,955,689 | ||||||||||||
Net loss | (16,665) | (16,665) | ||||||||||||
Exercise of stock options (in Shares) | 225,930 | |||||||||||||
Exercise of stock options | 230 | 230 | ||||||||||||
Stock-based compensation | 1,278 | 1,278 | ||||||||||||
Other comprehensive income (loss) | 333 | 333 | ||||||||||||
Balance Ending at Jun. 30, 2021 | (195,029) | $ 8 | 274,960 | 23,072 | (220,238) | 2,129 | ||||||||
Balance Ending (in Shares) at Jun. 30, 2021 | 283,843,764 | 79,181,619 | ||||||||||||
Net loss | (87,969) | (87,969) | ||||||||||||
Exercise of stock options (in Shares) | 2,631,832 | |||||||||||||
Exercise of stock options | 1,999 | 1,999 | ||||||||||||
Stock-based compensation | 21,793 | |||||||||||||
Exercise of preferred stock warrants (in Shares) | 817,981 | |||||||||||||
Exercise of preferred stock warrants | 6,514 | 6,514 | ||||||||||||
Common stock issued upon exercise of Public and Private Warrants (in Shares) | 878,887 | |||||||||||||
Exchange of preferred stock warrants for common stock warrants | 2,975 | 2,975 | ||||||||||||
Conversion of redeemable convertible preferred stock to common stock (in Shares) | 284,661,745 | 284,661,745 | ||||||||||||
Conversion of redeemable convertible preferred stock to common stock | 274,961 | $ 29 | $ (274,960) | 274,932 | ||||||||||
Reverse recapitalization, net of transaction costs | 649,890 | $ 8 | 649,882 | |||||||||||
Reverse recapitalization, net of transaction costs (in Shares) | 81,685,363 | |||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 878,887 | |||||||||||||
Other comprehensive income (loss) | (1,008) | (1,008) | ||||||||||||
Balance Ending at Sep. 30, 2021 | 674,126 | $ 45 | 981,167 | (308,207) | 1,121 | |||||||||
Balance Ending (in Shares) at Sep. 30, 2021 | 449,039,446 | |||||||||||||
Balance at Beginning at Dec. 31, 2021 | 698,448 | $ 45 | 1,002,106 | (305,011) | 1,308 | |||||||||
Balance at Beginning (in Shares) at Dec. 31, 2021 | 450,180,479 | |||||||||||||
Net loss | (26,709) | (26,709) | ||||||||||||
Issuance of common stock under equity plans, Shares | 7,883,569 | |||||||||||||
Issuance of common stock under equity plans | 1,020 | $ 1 | 1,019 | |||||||||||
Stock-based compensation | 14,116 | 14,116 | ||||||||||||
Common stock issued upon exercise of Public and Private Warrants | 44,844 | 44,844 | ||||||||||||
Common stock issued upon exercise of Public and Private Warrants (in Shares) | 4,554,830 | |||||||||||||
Issuance of common stock for acquisition, Shares | 123,934 | |||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 4,554,830 | |||||||||||||
Other comprehensive income (loss) | 876 | 876 | ||||||||||||
Balance Ending at Mar. 31, 2022 | 732,595 | $ 46 | 1,062,085 | (331,720) | 2,184 | |||||||||
Balance Ending (in Shares) at Mar. 31, 2022 | 462,742,812 | |||||||||||||
Balance at Beginning at Dec. 31, 2021 | 698,448 | $ 45 | 1,002,106 | (305,011) | 1,308 | |||||||||
Balance at Beginning (in Shares) at Dec. 31, 2021 | 450,180,479 | |||||||||||||
Net loss | (98,736) | |||||||||||||
Balance Ending at Sep. 30, 2022 | $ 690,836 | $ 47 | 1,098,892 | (403,747) | (4,356) | |||||||||
Balance Ending (in Shares) at Sep. 30, 2022 | 447,919,591 | 472,746,850 | ||||||||||||
Balance at Beginning at Mar. 31, 2022 | $ 732,595 | $ 46 | 1,062,085 | (331,720) | 2,184 | |||||||||
Balance at Beginning (in Shares) at Mar. 31, 2022 | 462,742,812 | |||||||||||||
Net loss | (37,417) | (37,417) | ||||||||||||
Issuance of common stock under equity plans, Shares | 3,594,963 | |||||||||||||
Issuance of common stock under equity plans | 3,726 | $ 1 | 3,725 | |||||||||||
Stock-based compensation | 15,580 | 15,580 | ||||||||||||
Issuance of common stock for acquisition, Shares | 2,039,290 | |||||||||||||
Other comprehensive income (loss) | (1,030) | (1,030) | ||||||||||||
Balance Ending at Jun. 30, 2022 | 713,454 | $ 47 | 1,081,390 | (369,137) | 1,154 | |||||||||
Balance Ending (in Shares) at Jun. 30, 2022 | 468,377,065 | |||||||||||||
Net loss | (34,610) | (34,610) | ||||||||||||
Issuance of common stock under equity plans, Shares | 4,245,851 | |||||||||||||
Issuance of common stock under equity plans | 666 | 666 | ||||||||||||
Stock-based compensation | 16,836 | 16,836 | ||||||||||||
Issuance of common stock for acquisition, Shares | 123,934 | |||||||||||||
Other comprehensive income (loss) | (5,510) | (5,510) | ||||||||||||
Balance Ending at Sep. 30, 2022 | $ 690,836 | $ 47 | $ 1,098,892 | $ (403,747) | $ (4,356) | |||||||||
Balance Ending (in Shares) at Sep. 30, 2022 | 447,919,591 | 472,746,850 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (98,736) | $ (120,516) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,590 | 7,410 |
Stock-based compensation expense | 43,312 | 24,173 |
Loss on disposal of assets | 32 | 63 |
Loss on extinguishment of long-term debt | 0 | 496 |
Amortization of debt issuance costs and discount | 2,107 | 846 |
Noncash lease expense | 2,312 | 1,479 |
Noncash (income) expense associated with liability-classified warrants | (13,482) | 39,424 |
Change in the fair value of contingent consideration | 200 | 0 |
Accretion of marketable securities purchased at a discount | (421) | 0 |
Deferred income taxes | 1,167 | (3,707) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (30,752) | (10,601) |
Contract assets | (6,960) | 1,969 |
Inventories | (17,635) | (12,226) |
Prepaids and other current assets | (17,173) | (1,871) |
Other non-current assets | 3,281 | 0 |
Trade payables | (1,625) | (4,497) |
Accrued expenses | (3,530) | 2,769 |
Employee benefits payables | 2,519 | 1,234 |
Contract liabilities | 26,404 | 25,031 |
Other current liabilities | 2,310 | (92) |
Non-current lease liabilities | (2,551) | (1,258) |
Other non-current liabilities | 39 | (3) |
Net cash used in operating activities | (87,592) | (49,877) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, equipment and software | (27,419) | (11,447) |
Cash paid for acquisition, net of acquired cash and restricted cash | (65,824) | 0 |
Purchases of marketable securities | (179,853) | 0 |
Repayments of marketable securities | 240 | 0 |
Net cash used in investing activities | (272,856) | (11,447) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the exercise of stock options and public warrants | 4,278 | 2,790 |
Proceeds from Employee Stock Purchase Plan | 3,149 | 0 |
Proceeds from sale of employees restricted stock units to cover taxes | 28,587 | 0 |
Minimum tax withholding paid on behalf of employees for restricted stock units | (28,308) | 0 |
Tax payment for net settled option shares | (444) | 0 |
Payment of contingent consideration | (5,500) | 0 |
Finance lease principal payments | (193) | 0 |
Proceeds from long-term revolving line of credit | 0 | 15,000 |
Proceeds from long-term secured term loan | 0 | 98,895 |
Repayments on long-term revolving line of credit | 0 | (15,000) |
Proceeds from Business Combination and PIPE Investment, net of transaction costs | 0 | 730,452 |
Repurchase of shares and options from management, net of amount recognized as compensation cost | 0 | (30,358) |
Net cash provided by financing activities | 1,569 | 801,779 |
Effect of exchange rate changes on cash and cash equivalents | 3,091 | (599) |
Net decrease in cash and cash equivalents and restricted cash | (355,788) | 739,856 |
Cash and cash equivalents, and restricted cash, beginning of period | 692,075 | 53,933 |
Cash and cash equivalents, and restricted cash, end of period | 336,287 | 793,789 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 7,594 | 1,922 |
Cash paid for income taxes | 2,518 | 1,765 |
Unpaid purchases of property, equipment and software | 2,476 | 885 |
Unpaid transaction costs | 0 | 2,241 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 6,343 | 349 |
Net exercise of public and private warrants into common stock | 44,739 | 0 |
Issuance of common stock for payment of accrued bonus | 1,441 | 0 |
Warrants assumed as part of Business Combination | 0 | 48,149 |
Prepaid expenses assumed as part of Business Combination | $ 0 | $ 186 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF THE BUSINESS | 1. DESCRIPTION OF THE BUSINESS Rocket Lab USA, Inc. (“Rocket Lab” and, together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) is an end-to-end space company with an established track record of mission success headquartered in Long Beach, California and is the parent company for several wholly owned operating subsidiaries located in the United States, New Zealand, Canada and Australia. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We operate one of the only private orbital launch ranges in the world, located in Mahia, New Zealand, enabling a unique degree of operational flexibility and control of customer launch manifests and mission assurance. While our business has historically been centered on the development of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicles and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications. On August 25, 2021 (the “Closing Date”), the Company consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger, dated March 1, 2021, and amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021 (the “Merger Agreement”), by and among the Company (formerly known as Vector Acquisition Corporation (“Vector”)), the pre-merger Rocket Lab USA, Inc., (“Legacy Rocket Lab”)) and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Legacy Rocket Lab (“Merger Sub”). Vector filed a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Vector was domesticated and continued as a Delaware corporation (the “Domestication”), changing its name to “Vector Acquisition Delaware Corporation” (“Vector Delaware”). As contemplated by the Merger Agreement, Merger Sub merged with and into Vector Delaware, with the separate corporate existence of Merger Sub ceasing and Vector Delaware being the surviving corporation and a wholly owned subsidiary of Legacy Rocket Lab (the “First Merger”) and immediately following the First Merger, Legacy Rocket Lab merged with and into Vector Delaware with Vector Delaware being the surviving corporation in the merger (the “Second Merger,” and, together with the First Merger and the Domestication, the “Business Combination”). The Business Combination was unanimously approved by the boards of directors of each of Vector and Legacy Rocket Lab. In connection with the closing of the Business Combination, the Company changed its name from Vector Acquisition Corporation to Rocket Lab USA, Inc. The “Post Combination Company” following the Business Combination is Rocket Lab USA, Inc. The Business Combination On August 25, 2021, the Company consummated the Business Combination. The following occurred upon the Closing: • The Company repurchased $ 40,000 of Legacy Rocket Lab Common Stock and options to purchase Legacy Rocket Lab Common Stock from certain members Rocket Lab management. Of the total repurchase amount of $40,000, $ 10,000 was used to purchase shares and options earned by employees through share-based compensation and resulted in incremental compensation expense of $ 9,642 . • The remaining outstanding shares of Legacy Rocket Lab common stock and redeemable convertible preferred stock were exchanged for 362,188,208 shares of common stock in the Post Combination Company, based on the exchange ratio of 9.059659 . • Holders of 968,617 shares of Vector Class A Common Stock properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Vector’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $ 10.00 per share, or $ 9,686 in the aggregate. The remaining 31,031,383 shares of Vector Class A common stock automatically converted to an equal number of shares of common stock in the Post Combination Company. • The 8,000,000 shares of Vector Class B common stock automatically converted to an equal number of shares of common stock in the Post Combination Company. • Vector warrants that were outstanding and unexercised converted into an equal number of warrants to purchase common stock of the Post Combination Company. • Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 46,700,000 newly-issued shares of common stock in the Post Combination Company at a purchase price of $ 10.00 per share for an aggregate purchase price of $ 467,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the Business Combination. In addition, if the closing price of the Post Combination Company common stock was equal to or greater than $ 20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing Date and ending on the 180th day following the Closing Date (the “Stock Price Target”), the holders of Legacy Rocket Lab’s equity securities, including options, warrants, restricted stock units and other rights to acquire stock of Legacy Rocket Lab, would have been entitled to receive an aggregate of 32,150,757 additional shares of the Post Combination Company common stock (the “Earnout Shares”), subject, in the case of holders of options, warrants, restricted stock units and other rights to acquire stock of Legacy Rocket Lab, to the terms of such options, warrants, restricted stock units and other rights. In evaluating the accounting treatment for the earnout, we concluded that the earnout was not a liability under Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity , was not subject to the accounting guidance under ASC 718, Compensation—Stock Compensation , and was not subject to derivative accounting under ASC 815, Derivative and Hedging . As such, the earnout is recognized in equity at fair value upon the closing of the Business Combination. On February 21, 2022, the Company’s common stock did not trade at equal to or greater than $ 20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the Stock Price Target and the Company will not issue the Earnout Shares. Immediately after giving effect to the Business Combination and the PIPE Financing, the following were outstanding: (i) 447,919,591 shares of Rocket Lab common stock, consisting of (a) 362,188,208 shares of Post Combination Company common stock issued to holders of Legacy Rocket Lab common stock and redeemable convertible preferred stock, (b) 31,031,383 shares issued to the holders of Vector’s Class A ordinary shares, which reflects the redemption of 968,617 Class A ordinary shares with respect to which holders exercised their redemption right, (c) 8,000,000 shares issued to the holders of Vector’s Class B ordinary shares, and (d) 46,700,000 shares of Post Combination Company common stock issued in the PIPE Investment; (ii) warrants to purchase 16,266,666 shares of Post Combination Company common stock at an exercise price of $ 11.50 per share issued upon conversion of the outstanding Vector warrants prior to the Business Combination; (iii) warrants to purchase 891,380 shares of Post Combination Company common stock attributable to Legacy Rocket Lab warrants prior to the Business Combination, which had a weighted average exercise price of approximately $ 0.29 per share, (iv) options to purchase 17,961,684 shares of Post Combination Company common stock attributable to Legacy Rocket Lab options prior to the Business Combination, which had a weighted average exercise price of $ 1.04 per share and 14,253,283 of which were vested, (v) 14,903,640 restricted stock units attributable to restricted stock units of Rocket Lab prior to the Business Combination, including 4,065,304 with respect to which the time-based vesting conditions had been satisfied and (vi) an earnout obligation of Legacy Rocket Lab prior to the Business Combination pursuant to which the Post Combination Company may be required to issue up to 1,915,356 shares of Post Combination Company common stock. On May 31, 2022, 1,915,356 shares of common stock were issued in connection with this earnout obligation. The Business Combination was accounted for as a reverse recapitalization in accordance with ASC 805, Business Combinations , with no goodwill or other intangible assets recorded. Under this method of accounting, Vector was treated as the “accounting acquiree” and Legacy Rocket Lab as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rocket Lab issuing shares for the net assets of Vector, followed by a recapitalization. The consolidated assets, liabilities, and results of operations of Legacy Rocket Lab comprise the historical financial statements of the Post Combination Company, and Vector’s assets, liabilities and results of operations are consolidated with Legacy Rocket Lab beginning on the acquisition date. Accordingly, for accounting purposes, the financial statements of the Post Combination Company represent a continuation of the financial statements of Legacy Rocket Lab, and the net assets of Vector are stated at historical cost, with no goodwill or other intangible assets recorded. This determination was primarily based on the following: • Legacy Rocket Lab stockholders considered in the aggregate have a majority interest of voting power in the Post Combination Company. • Members of Legacy Rocket Lab’s board of directors comprise five of the six members of the Post Combination Company’s board of directors as of the closing of the Business Combination. • Legacy Rocket Lab’s senior management continue to compose the senior management of the Post Combination Company • The relative size and valuation of Legacy Rocket Lab compared to Vector. • Legacy Rocket Lab’s business comprises the ongoing operations of the Post Combination Company. In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $ 0.0001 par value per share, issued to Legacy Rocket Lab’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Rocket Lab redeemable convertible preferred stock, common stock, warrants, options, and restricted stock units prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 9.059659 established in the Business Combination. Post Combination Company common stock and warrants commenced trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “RKLB” and “RKLBW,” respectively, on August 25, 2021. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Principals of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and include the accounts of Rocket Lab USA, Inc. and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company expects that it will lose its emerging growth company status on December 31, 2022, at which point, it will qualify as a large accelerated filer based on its unaffiliated market capitalization as of June 30, 2022, according to Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, valuation of warrants and stock-based compensation and deferred tax valuation allowances. We based our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results could differ from these estimates and assumptions. Other Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2022, except for the addition of an accounting policy with respect to marketable securities below. Refer to Note 2 - Significant Accounting Policies disclosed in the “ Notes to Consolidated Financial Statements” in the Company’s Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 24, 2022. Marketable Securities Marketable securities consist of investments in commercial paper, corporate debt securities, bank certificates of deposit, U.S. Treasury bills and notes and asset backed securities. The Company’s investment policy requires the selection of high-quality issuers. The Company's marketable securities are classified as available-for-sale and are carried at fair value. The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets. Interest receivable on marketable securities is presented in prepaids and other current assets on the condensed consolidated balance sheets . Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss . Realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss , are determined using the specific identification method for determining the cost of securities sold. Interest and dividend income is recorded when earned and included in interest expense/income, net on the consolidated statements of operations and comprehensive loss . Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in other income (expense), net on the consolidated statements of operations and comprehensive loss . At each balance sheet date, the Company assesses available-for-sale marketable securities in an unrealized loss position to determine whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value. The Company also reviews its available-for-sale securities in an unrealized loss position to determine whether the unrealized loss is the result of a change in creditworthiness or other factors. If declines in the value of available for-sale securities are determined to be credit-related, a loss is recorded in earnings in the current period. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2022 | |
REVENUES | 3. REVENUES The following table provides information about revenue by recognition model during the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, Revenues by recognition model 2022 2021 2022 2021 Point-in-time $ 31,312 $ 1,988 $ 96,656 $ 28,802 Over-time 31,745 3,299 62,578 5,957 Total revenue by recognition model $ 63,057 $ 5,287 $ 159,234 $ 34,759 The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (presented within contract assets) and customer advances and deposits (presented within contract liabilities) on the condensed consolidated balance sheets, where applicable. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the condensed consolidated balance sheets at the end of each reporting period. The following table presents the balances related to enforceable contracts as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Contract balances Accounts receivable $ 57,732 $ 13,957 Contract assets 9,063 2,490 Contract liabilities ( 112,649 ) ( 59,749 ) Changes in contract liabilities for the three months ended September 30, 2022 were as follows: Contract liabilities, at June 30, 2022 $ 90,659 Customer advances received or billed 43,704 Recognition of unearned revenue ( 21,714 ) Contract liabilities, at September 30, 2022 $ 112,649 Changes in contract liabilities for the nine months ended September 30, 2022 were as follows: Contract liabilities, at December 31, 2021 $ 59,749 Contract liabilities assumed at acquisition 26,464 Customer advances received or billed 78,514 Recognition of unearned revenue ( 52,078 ) Contract liabilities, at September 30, 2022 $ 112,649 The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business. The amount of revenue recognized from changes in the transaction price associated with performance obligations satisfied in prior years during the three and nine months ended September 30, 2022 and 2021 was not material. Remaining unsatisfied performance obligations represent the total dollar value of work to be performed on contracts awarded and in progress. The amount of remaining unsatisfied performance obligations increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of remaining unsatisfied performance obligations when an enforceable agreement has been reached. Remaining unsatisfied performance obligations totaled $ 520,627 as of September 30, 2022 , of which approximately 42% is expected to be recognized within 12 months, with the remaining 58% to be recognized beyond 12 months . Concentration of Credit Risk As of September 30, 2022, the Company had a commercial customer that accounted for $ 25,539 or 44 % of total accounts receivable. On November 3, 2022, the Company received payment of $ 14,593 from this commercial customer. As of September 30, 2022, the Company had no other customers that accounted for more than 10 % of total accounts receivable. |
CASH AND CASH EQUIVALENTS AND M
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents and marketable securities | 5. CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES Cash and cash equivalents and marketable securities consisted of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Cash and cash equivalents $ 333,279 $ 690,959 Marketable securities, current 169,428 — Marketable securities, non-current 9,751 — Total cash and cash equivalents and marketable securities $ 512,458 $ 690,959 As of September 30, 2022, cash equivalents and marketable securities consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalents Marketable Securities Money market accounts $ 240,513 $ — $ — $ 240,513 $ 240,513 $ — Certificates of deposit 41,903 3 ( 155 ) 41,751 3,998 37,753 Commercial paper 80,348 4 ( 117 ) 80,235 26,743 53,492 Corporate debt securities 67,188 2 ( 484 ) 66,706 2,437 64,269 Yankee bonds 4,784 — ( 33 ) 4,751 — 4,751 U.S. Treasury securities 27,431 3 ( 9 ) 27,425 22,484 4,941 U.S. government agency bonds 6,886 — ( 43 ) 6,843 — 6,843 Mortgage- and asset-backed securities 7,156 — ( 26 ) 7,130 — 7,130 Total $ 476,209 $ 12 $ ( 867 ) $ 475,354 $ 296,175 $ 179,179 The following table presents the Company's cash equivalents and marketable securities with unrealized losses by investment category as of September 30, 2022: Less than 12 Months Fair Value Unrealized Losses Certificates of deposit $ 37,325 $ ( 155 ) Commercial paper 77,827 ( 117 ) Corporate debt securities 61,451 ( 484 ) Yankee bonds 4,751 ( 33 ) U.S. Treasury securities 4,941 ( 9 ) U.S. government agency bonds 6,843 ( 43 ) Mortgage- and asset-backed securities 7,130 ( 26 ) Total $ 200,268 $ ( 867 ) The Company has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. The Company does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity. As of September 30, 2022, the Company had not recognized an allowance for credit losses on any marketable securities in an unrealized loss position. The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of September 30, 2022: Amortized Cost Fair Value Due within one year $ 466,397 $ 465,603 Due within one to four years 9,812 9,751 Total $ 476,209 $ 475,354 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 4. BUSINESS COMBINATIONS ASI On October 12, 2021, the Company completed the acquisition of Advanced Solutions, Inc. (“ASI”) pursuant to a membership interest purchase agreement (the “ASI Purchase Agreement”) with ASI Aerospace LLC (“ASI LLC”), Willis Vern Holdings, Inc., the shareholders of ASI LLC, and John A. Cuseo, as shareholder representative. ASI is an engineering company that develops flight software, simulation systems and guidance, navigation and control systems. ASI’s customers include agencies within the Defense Department, Air Force, NASA, other aerospace prime contractors, commercial spacecraft developers and space startups. ASI will be part of the Company’s Space Systems operating segment and continue to serve its current customers and support the Company’s Photon missions, spacecraft components, and space and ground software capabilities. Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $ 29,935 . The ASI Purchase Agreement also included an additional potential earn out payment of up to $ 5,500 based on achievement of certain performance metrics for the business in its fiscal year ending December 31, 2021. The contingent cash consideration was classified as a liability and included in accrued expenses on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching targets contained in the ASI Purchase Agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $ 5,500 . The contingent consideration of $ 5,500 was paid on April 4, 2022. The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 2,245 Accounts receivable 1,920 Intangible assets 15,900 Employee benefits payable ( 1,310 ) Other assets and liabilities, net 21 Identifiable net assets acquired 18,776 Goodwill 16,659 Total purchase price $ 35,435 The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Type Estimated Fair Developed technology 7 $ 11,400 In-process technology N/A 300 Customer relationships 10 3,100 Trademark and tradenames 7 1,100 Total identifiable intangible assets acquired $ 15,900 Goodwill of $ 16,659 was recorded for the ASI acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. Goodwill is expected to be deductible for income tax purposes. Compensation Arrangements In connection with the acquisition, the Company deposited $ 12,015 with an escrow agent pursuant to the ASI Purchase Agreement for key ASI employees which was included in prepaid and other current assets and other non-current assets on the Company’s consolidated balance sheet. The employees must stay employed with the Company through each vesting date to be eligible to receive the performance reserve payments, and non-vested payments are forfeited if employment with the Company ceases. The performance reserve vests quarterly beginning with January 1, 2022 through October 1, 2023. In addition, under the agreement, the Company will make payment for a partial tax gross up. Due to the continuing employment requirement of the performance reserve, the costs associated with the performance reserve are recognized as post-combination compensation expense primarily recognized in operating expenses in the consolidated statements of operations and comprehensive loss. The Company recognized $ 1,894 and $ 5,684 in connection with the performance reserve payments during the three and nine months ended September 30, 2022. PSC On November 30, 2021, the Company completed the acquisition pursuant to an Agreement and Plan of Merger (the “PSC Merger Agreement”), by and among the Company, Platinum Merger Sub, Inc. (“PSC Merger Sub”), Planetary Systems Corporation (“PSC”), and Michael Whalen as shareholder representative, which provides for, among other things, the merger of PSC Merger Sub with and into PSC, with PSC being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the PSC Merger Agreement, all of the issued and outstanding shares of PSC were cancelled in exchange for aggregate consideration of $ 42,000 in cash, 1,720,841 shares of the Company’s common stock, and up to 956,023 shares of the Company’s common stock that are subject to a performance based earn-out, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (the “PSC Acquisition”). The PSC Merger Agreement contains representations, warranties and indemnification provisions customary for transactions of this kind. In connection with the PSC Acquisition, the Company has entered into customary offer letters or employment agreements with certain key employees of PSC. Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $ 43,152 , 729,375 shares of the Company’s common stock valued at $ 11,568 and holdback payable of $ 1,000 . The purchase agreement also includes an additional potential earn out payment of up to 956,023 shares of the Company’s common stock based on achievement of certain performance metrics for the business in its fiscal year ending December 31, 2022 and 2023. The contingent consideration, to be paid in common stock, was classified as a liability and included in other non-current liabilities on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching targets contained in the purchase agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $ 1,800 . At September 30, 2022 , the fair value of the contingent consideration payable was determined to be $ 2,000 . The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 3,655 Accounts receivable 2,543 Inventories 7,088 Intangible assets 33,000 Employee benefits payable ( 1,212 ) Contract liabilities (1) ( 5,278 ) Other current liabilities ( 313 ) Non-current deferred tax liabilities ( 6,735 ) Other assets and liabilities, net 996 Identifiable net assets acquired 33,744 Goodwill 23,776 Total purchase price $ 57,520 _________________________ (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Type Estimated Fair Developed technology 8 $ 23,500 In-process technology N/A 1,500 Customer relationships 15 3,400 Backlog 1 400 Trademark and tradenames 15 4,200 Total identifiable intangible assets acquired $ 33,000 Goodwill of $ 23,776 was recorded for the PSC acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes. Compensation Arrangements In connection with the acquisition, the Company issued 1,720,841 shares of the Company’s common stock to the seller upon closing of the acquisition, of which 991,466 shares are held by key PSC employees. The shares are subject to a holdback agreement which restricts the transferability of the shares. The Company’s repurchase right lapses in eight equal quarterly installments over the two-year period subsequent to the acquisition date as the seller continues to provide service as an employee, such that at the end of the two-year period following the acquisition date, the shares will be fully transferable, and the Company will no longer have a right to repurchase the shares. Therefore, the shares are accounted for as post-combination compensation expense for services as an employee over the two-year vesting period following the acquisition date. Due to the continuing employment requirement of the shares issued upon closing of the transaction and the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in operating expenses in the consolidated statements of operations and comprehensive loss. The Company recognized $ 2,144 and $ 6,432 of stock-based compensation during the three and nine months ended September 30, 2022 in connection with the holdback agreement shares. SolAero On January 18, 2022, the Company closed on the acquisition (the “SolAero Acquisition”) of SolAero Holdings, Inc. (“SolAero”) pursuant to an Agreement and Plan of Merger (the “SolAero Merger Agreement”), dated as of December 10, 2021, by and among the Company, Supernova Acquisition Corp. (“SolAero Merger Sub”), SolAero, and Fortis Advisors LLC as stockholder representative, which provides for, among other things, the merger of SolAero Merger Sub with and into SolAero, with SolAero being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the SolAero Merger Agreement, all of the issued and outstanding shares of SolAero were cancelled in exchange for aggregate consideration of $ 80,000 in cash, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (the “SolAero Merger Consideration”). In addition, $ 3,600 of the SolAero Merger Consideration was placed into escrow by the Company in order to secure recovery of any Adjustment Amount (as defined in the SolAero Merger Agreement) and as security against indemnity claims. In connection with the SolAero Acquisition, the Company entered into customary employment or consulting agreements with certain key employees of SolAero. Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $ 76,181 . The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 7,815 Accounts receivable 12,322 Inventories 19,614 Prepaids and other current assets 3,536 Property, plant and equipment 24,948 Intangible assets 33,600 Right-of-use assets - operating leases 1,128 Right-of-use assets - finance leases 16,174 Restricted cash 3,293 Trade payables ( 9,893 ) Accrued expenses ( 8,297 ) Contract liabilities (1) ( 26,464 ) Non-current operating lease liabilities ( 1,128 ) Non-current finance lease liabilities ( 15,874 ) Other assets and liabilities, net ( 889 ) Identifiable net assets acquired 59,885 Goodwill 16,296 Total purchase price $ 76,181 _________________________ (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Type Estimated Fair Developed technology 13 $ 10,700 In-process technology N/A 800 Capitalized software 3 5,400 Customer relationships 12 9,000 Trademark and tradenames 12 4,700 Backlog 2 3,000 Total identifiable intangible assets acquired $ 33,600 Goodwill of $ 16,296 was recorded for the SolAero Acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. The goodwill is expected to be deductible for income tax purposes as, prior to the merger, SolAero held tax deductible goodwill in excess of the amount recorded. The Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2022 includes revenues of $ 20,032 and $ 60,089 and operating loss of $ 3,810 and $ 7,041 , respectively, related to the SolAero acquisition. The Company recognized $ 21 and $ 328 of acquisition and integration related costs that were expensed for the three and nine months ended September 30, 2022, respectively. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.” Measurement Period During the measurement period, the Company will continue to obtain information to assist in determining the fair value of net assets acquired, which may differ materially from these preliminary estimates. Measurement period adjustments, if applicable, will be applied in the reporting period in which the adjustment amounts are determined. Measurement period changes for the ASI, PSC and SolAero acquisitions did not have a material impact to the Condensed Consolidated Financial Statements for the third quarter of 2022. Unaudited Pro Forma Information The unaudited consolidated financial information summarized in the following table gives effect to the 2022 and 2021 acquisitions assuming they occurred on January 1, 2021. These unaudited consolidated pro forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected as a result of the acquisitions. These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2021, nor does the information project results for any future period. As Reported Acquisitions Pro-Forma (Unaudited) Consolidated Pro-Forma (Unaudited) Three Months Ended September 30, 2022 Revenues $ 63,057 $ — $ 63,057 Net loss ( 34,610 ) — ( 34,610 ) Three Months Ended September 30, 2021 Revenues $ 5,287 $ 28,374 $ 33,661 Net loss ( 87,969 ) ( 560 ) ( 88,529 ) Nine Months Ended September 30, 2022 Revenues $ 159,234 $ 2,454 $ 161,688 Net loss ( 98,736 ) ( 1,062 ) ( 99,798 ) Nine Months Ended September 30, 2021 Revenues $ 34,759 $ 81,218 $ 115,977 Net loss ( 120,516 ) ( 3,078 ) ( 123,594 ) |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6. FAIR VALUE OF FINANCIAL INSTRUMENTS As of September 30, 2022 and December 31, 2021 the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows: September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 240,513 $ — $ — $ 240,513 Certificates of deposit — 3,998 — 3,998 Commercial paper — 26,743 — 26,743 Corporate debt securities — 2,437 — 2,437 U.S. Treasury securities 22,484 — — 22,484 Marketable securities, current: Certificates of deposit — 37,753 — 37,753 Commercial paper — 53,492 — 53,492 Corporate debt securities — 62,866 — 62,866 Yankee bonds — 3,533 — 3,533 U.S. Treasury securities 4,941 — — 4,941 U.S. government agency bonds 6,843 — — 6,843 Marketable securities, non-current Yankee bonds — 1,218 — 1,218 Corporate debt securities — 1,403 — 1,403 Mortgage- and asset-backed securities — 7,130 — 7,130 Total $ 274,781 $ 200,573 $ — $ 475,354 Liabilities: Other non-current liabilities: Contingent consideration $ — $ — $ 2,000 $ 2,000 Total $ — $ — $ 2,000 $ 2,000 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 635,269 $ — $ — $ 635,269 Total $ 635,269 $ — $ — $ 635,269 Liabilities: Other non-current liabilities: Public and Private Warrants (Note 12) $ 58,227 $ — $ — $ 58,227 Total $ 58,227 $ — $ — $ 58,227 The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument. There were no transfers between fair value measurement levels during the nine months ended September 30, 2022 . |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
INVENTORIES | 7. INVENTORIES Inventories as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Raw materials $ 32,980 $ 21,517 Work in process 48,200 24,166 Finished goods 4,958 2,221 Total inventories $ 86,138 $ 47,904 |
PREPAIDS AND OTHER CURRENT ASSE
PREPAIDS AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
PREPAIDS AND OTHER CURRENT ASSETS | 8. PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Prepaid expenses and deposits $ 31,095 $ 14,787 Government grant receivables 5,031 2,563 Other current assets 7,684 2,104 Total prepaids and other current assets $ 43,810 $ 19,454 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET | 9. Property, plant and equipment, NET Property, plant and equipment, net, as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Buildings and improvements $ 35,503 $ 25,075 Machinery, equipment, vehicles and office furniture 51,238 24,848 Computer equipment, hardware and software 6,924 5,617 Launch site assets 11,625 9,611 Construction in process 18,702 22,379 Property, plant and equipment—gross 123,992 87,530 Less accumulated depreciation and amortization ( 30,445 ) ( 22,191 ) Property, plant and equipment—net $ 93,547 $ 65,339 Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022 and 2021 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, Depreciation expense 2022 2021 2022 2021 Cost of revenues $ 3,476 $ 1,091 $ 9,234 $ 3,068 Research and development 615 62 1,396 178 Selling, general and administrative 156 792 874 2,254 Total depreciation expense $ 4,247 $ 1,945 $ 11,504 $ 5,500 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS, NET | 10. Goodwill and Intangible assets, NET Goodwill The following table presents the changes in the carrying amount of goodwill for the Space Systems reportable segment for the nine months ended September 30, 2022: Balance at December 31, 2021 $ 43,308 Acquisition 16,296 Measurement period adjustment 325 Balance at September 30, 2022 $ 59,929 Intangible Assets The components of intangible assets consisted of the following as of September 30, 2022: September 30, 2022 Gross Accumulated Net Carrying Finite-Lived Intangible Assets Developed Technology $ 55,765 $ ( 8,100 ) $ 47,665 Capitalized software 10,031 ( 3,950 ) 6,081 Customer relationships 16,113 ( 1,486 ) 14,627 Non-compete agreements 204 ( 124 ) 80 Capitalized intellectual property 365 ( 114 ) 251 Trademarks and tradenames 10,102 ( 730 ) 9,372 Backlog 3,491 ( 1,425 ) 2,066 Patents 245 ( 7 ) 238 Indefinite-Lived Intangible Assets In-process Technology 2,600 — 2,600 Total $ 98,916 $ ( 15,936 ) $ 82,980 Amortization expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022 and 2021, respectively consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 1,856 $ 116 $ 3,269 $ 352 Research and development 29 368 3,394 1,111 Selling, general and administrative 1,568 134 3,016 447 Total amortization expense $ 3,453 $ 618 $ 9,679 $ 1,910 The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2022: 2022 (for the remaining period) $ 4,004 2023 13,029 2024 11,239 2025 9,277 2026 9,059 Thereafter 33,772 Total $ 80,380 |
LOAN AGREEMENT
LOAN AGREEMENT | 9 Months Ended |
Sep. 30, 2022 | |
LOAN AGREEMENT | 11. LOAN AGREEMENT Hercules Capital Secured Term Loan On June 10, 2021, the Company entered into a $ 100,000 secured term loan agreement with Hercules Capital, Inc. (the “Hercules Capital Secured Term Loan”) and borrowed the full amount under the secured term loan agreement. The term loan has a maturity date of June 1, 2024 and is secured by substantially all of the assets of the Company. Payments due for the term loan are interest-only until the maturity date with interest payable monthly in arrears. The outstanding principal bears (i) cash interest at the greater of (a) 8.15% or (b) 8.15% plus the prime rate minus 3.25% and (ii) payment-in-kind interest of 1.25% which is accrued and added to the outstanding principal balance. Prepayment of the outstanding principal is permitted under the loan agreement and subject to certain prepayment fees. In connection with the secured term loan, the Company paid an initial facility charge of $ 1,000 and the Company will be required to pay an end of term charge of $ 3,250 upon repayment of the loan. The secured term loan agreement contains customary representations, warranties, non-financial covenants, and events of default. The Company is in compliance with all debt covenants related to its long-term borrowings as of September 30, 2022. As of September 30, 2022, there was $ 102,230 outstanding under the Hercules Capital Secured Term Loan, of which $ 2,886 is classified as current in the Company’s condensed consolidated balance sheets, with the remainder classified as long-term borrowing. As of September 30, 2022 , the Company had no availability under the Hercules Capital Secured Term Loan. |
PUBLIC AND PRIVATE WARRANTS
PUBLIC AND PRIVATE WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
PUBLIC AND PRIVATE WARRANTS | 12. PUBLIC AND PRIVATE WARRANTS As part of the closing of the Business Combination, the Company assumed Public Warrants and Private Warrants to purchase up to 10,666,666 shares and 5,600,000 shares of common stock of the Post Combination Company, respectively, which were exercisable at $ 11.50 per share. Until settlement, Public Warrants could only be exercised for a whole number of shares. No fractional shares would be issued upon exercise of the Public Warrants. The Public Warrants became exercisable on September 29, 2021 , one year from the closing of the Vector initial public offering. Warrant Redemption On December 22, 2021, the Company announced the planned redemption of all of its Public Warrants and Private Warrants. On January 20, 2022, the Company extended the redemption date of its public warrants to January 31, 2022. I n connection with the redemption, Public Warrants were to be exercised by holders prior to January 31, 2022 either (i) in cash, at an exercise price of $ 11.50 per share of the Company’s common stock or (ii) on a cashless basis, for 0.2843 shares of common stock per Private Warrant and Public Warrant. During the nine months ended September 30, 2022 , an aggregate of 10,383,077 Public Warrants were exercised on a cashless basis in exchange for the issuance of 2,951,781 shares and 10,969 Public Warrants were exercised for an aggregate of 10,969 shares of Company common stock at an exercise price of $ 11.50 per share, for aggregate cash proceeds to the Company of $ 126 . At the conclusion of the redemption notice period on January 31, 2022, the remaining 270,470 Public Warrants issued and outstanding were redeemed at a price of $ 0.10 per warrant for aggregate cash payment from the Company of $ 27 . On January 31, 2022, the Public Warrants were delisted from Nasdaq. In addition, during the nine months ended September 30, 2022 , the 5,600,000 Private Warrants were exercised on a cashless basis for an aggregate of 1,592,080 shares of the Company’s common stock. The Public Warrants and Private Warrants were remeasured to fair value as of the exercise or redemption date, resulting in a gain of $ 13,482 for nine months ended September 30, 2022 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION Equity Incentive Plans The Company has a single active equity incentive plan, the Rocket Lab 2021 Stock Option and Incentive Plan (the “2021 Plan”), with the objective of attracting and retaining available employees and directors by providing stock-based and other performance-based compensation. The 2021 Plan provides for the grant of equity awards to officers, employees, directors and other key employees as well as service providers which include incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units or any combination of the foregoing any of which may be performance based, as determined by the Company’s Compensation Committee. An aggreg ate of 59,875,000 shares are reserved for the issuance of awards under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan automatically increases each January 1, beginning on January 1, 2022, by 5 % of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. The Company was authorized to issu e up to 80,758,059 s hares of common stock as equity awards to participants under the 2021 Plan as of September 30, 2022 . There were 67,104,947 shares of common stock available for grant as of September 30, 2022. Prior to the Business Combination, the Company maintained the Rocket Lab 2013 Stock Option and Grant Plan (the “2013 Plan”). The 2013 Plan was terminated in connection with the consummation of the Business Combination, and accordingly, no shares are available for future issuance under the 2013 Plan following the Closing Date. Upon the consummation of the Business Combination, all outstanding stock options under the 2013 Plan, whether vested or unvested, were converted into options to purchase a number of shares of common stock of the Post Combination Company based on the Exchange Ratio, with a corresponding adjustment to the exercise price such that there was no change to the aggregate exercise price for the options. Similarly, upon consummation of the Business Combination, all outstanding restricted stock units under the 2013 Plan, whether vested or unvested, were converted into a number of restricted stock units of the Post Combination Company based on the Exchange Ratio. The 2013 Plan will continue to govern outstanding awards granted thereunder. Total stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022 and 2021 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, Stock-based compensation 2022 2021 2022 2021 Cost of revenues $ 4,964 $ 7,937 $ 14,091 $ 8,541 Research and development 5,309 5,967 16,685 6,934 Selling, general and administrative 4,212 7,889 12,536 8,698 Total stock-based compensation expense $ 14,485 $ 21,793 $ 43,312 $ 24,173 Options Options issued to all optionees under the 2013 Plan vest over four years from the date of issuance (or earlier vesting start date, as determined by the board of directors) as follows: 25 % on the first anniversary of date of grant and the remaining vest monthly over the remaining vesting term. As of September 30, 2022 , total estimated unrecognized stock compensation expense related to unvested options granted under the 2013 Plan was $ 149 , which is expected to be recognized over the next year. Restricted Stock Units During the nine months ended September 30, 2022 and 2021 , the Company granted 14,464,435 and 4,220,212 restricted stock units, respectively, to certain key employees pursuant to the 2013 Plan and 2021 Plan. Performance-based restricted stock units granted in 2021 are subject to both a time-based service vesting condition and a performance-based vesting condition, both of which must be satisfied before the restricted stock units will be deemed vested. The time-based service vesting condition is generally satisfied over a period of approximately four years as the employees provide service. The performance-based vesting condition is only satisfied upon a sale event (e.g., (i) liquidation of the Company, (ii) sale of all or substantially all of the assets of the Company, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity) or the Company’s initial public offering. The performance-based vesting condition was deemed to have been satisfied in connection with the Business Combination, and the performance-based restricted stock units granted in 2021 are now vesting solely based on time. As of September 30, 2021, upon consummation of the Business Combination, it became probable that the performance condition for the performance-based restricted stock units would be satisfied. Accordingly, the Company recognized $ 19,880 of stock-based compensation expense related to these awards in the three months ended September 30, 2021. As of September 30, 2022 , the total unrecognized compensation expense related to unvested performance-based restricted stock units granted under the 2013 Plan and 2021 Plan was $ 94,950 and will be recognized upon vesting. Management Redemption In connection with the Business Combination, the Company modified 498,177 shares of common stock and vested options to purchase 558,769 shares of common stock held by certain members of management and obtained through stock-based compensation arrangements to provide for cash redemption, which resulted in a change from equity to liability classification for these shares and options. The Company redeemed these shares and options on August 25, 2021 for $ 10,000 . The Company recognized the redemption amount in excess of the amounts previously recognized within additional paid-in capital for these awards as stock-based compensation expense. This resulted in the recognition of $ 9,642 of compensation expense associated with the redemption and an adjustment of approximately $ 359 to additional paid-in capital for stock compensation previously recognized related to these awards. In addition, on August 25, 2021, the Company redeemed 2,989,088 shares of common stock held by management for $ 30,000 as an adjustment to additional paid-in capital. 2021 Employee Stock Purchase Plan In August 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved to reserve 9,980,000 shares of common stock for issuance for awards in accordance with the terms of the 2021 ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 9,980,000 shares of common stock, (ii) 1 % of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 or (iii) the number of common stock shares as determined by our board of directors. The purpose of the 2021 ESPP is to enable eligible employees to use payroll deductions to purchase shares of common stock and thereby acquire an interest in the Company. Eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month purchase periods. Employees may purchase a limited amount of shares of our stock at a discount of up to 15 % of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period. During the nine months ended September 30, 2022 , 527,380 shares of common stock were issued under the 2021 ESPP. As of September 30, 2022 , 13,963,100 sh ares remain available for issuance under the 2021 ESPP. Total ESPP stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 was $ 1,059 and $ 2,718 , respectively. As of September 30, 2022 , the total unrecognized compensation expense related to the 2021 ESPP was $ 1,228 and will be recognized over the remaining offering period. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
LEASES | 14. LEASES The Company has operating and finance leases for properties, vehicles and equipment. The Company’s leases have remaining lease terms of one year to twenty-eight years , some of which include options to extend the lease term, and some of which include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. In connection with the SolAero acquisition, the Company assumed finance leases in the aggregate of $ 16,174 . There have been no other material changes in the Company’s lease portfolio since December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Litigation and Claims The Company is, and from time to time may be, a party to claims and legal proceedings generally incidental to its business that are principally covered under contracts with its customers and insurance policies. In the opinion of management, there are no legal matters or claims likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows. Other Commitments The Company has commitments under its lease obligations (see Note 14). Contingencies The Company records a contingent liability when it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. On May 23, 2016, the Company entered into a launch services agreement with a customer to provide three commercial dedicated launches which would deliver the customer’s payloads over the period of 2017 through 2020. Per the terms of the agreement, each dedicated launch shall have a firm fixed price below current launch vehicle costs. During the year ended December 31, 2018, the Company determined that it was probable that the costs to provide the services as stipulated by the launch services agreement would exceed the fixed firm price of each launch. As such, the Company recorded a provision for contract loss for these three dedicated launches. During the year ended December 31, 2020, one of the three launches occurred. On April 21, 2021, the launch services agreement was amended, resulting in one additional launch and the potential for price increases on the second and third launches dependent on the customer’s desired payload configuration. The provision for contract losses outstanding as of September 30, 2022, which primarily is related to the remaining three remaining launches, was $ 5,660 . |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES Income tax provision and the effective tax rate for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Income tax benefit (provision) $ ( 1,693 ) $ 1,684 $ ( 4,008 ) $ 979 Effective tax rate ( 5.1 )% 1.9 % ( 4.2 )% 0.8 % The tax provisions for the three and nine months ended September 30, 2022 and 2021 were computed using the estimated effective tax rates projected to be applicable for domestic and international taxable jurisdictions for the full year as adjusted for discrete items arising during each quarter. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year. The Company is not currently under examination by the IRS, state and local, or foreign tax authorities. Due to its net operating loss carryforwards, the Company remains subject to examination for U.S. federal and state jurisdictions for all years beginning with the year ended March 31, 2016. The Company’s foreign subsidiaries are generally subject to examination within four years from the end of the tax year during which the tax return was filed. No significant changes in the Company’s unrecognized tax benefits are expected to occur within the next 12 months. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 17. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. While outstanding, each series of preferred stock was considered to be a participating security. Therefore, the Company applies the two-class method in calculating its net loss per share for periods when the Company generates net income. Net losses are not allocated to the preferred stockholders, as they were not contractually obligated to share in the Company’s losses. The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders’ meeting and to vote upon certain events. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method, or two-class method for participating securities, whichever is more dilutive. Potentially dilutive shares are comprised of preferred stock, preferred stock warrants, common stock warrants, restricted stock units, stock options, and Earnout Shares issuable upon the achievement of the Stock Price Target (see Note 1). For the three and nine months ended September 30, 2022 and 2021, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss and potentially dilutive shares being anti-dilutive. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss attributable to common stockholders-basic and diluted $ ( 34,610 ) $ ( 87,969 ) $ ( 98,736 ) $ ( 120,516 ) Denominator Weighted average common shares outstanding-basic and diluted 469,768,797 228,266,647 463,709,955 129,232,016 Net loss per share attributable to common stockholders-basic and diluted $ ( 0.07 ) $ ( 0.39 ) $ ( 0.21 ) $ ( 0.93 ) The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive: September 30, 2022 2021 Stock options and restricted stock units 32,444,096 29,248,916 Public and Private Warrants — 16,266,666 |
SEGMENTS
SEGMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | 18. SEGMENTS The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company manages its business primarily based upon two operating segments, Launch Services and Space Systems. Each of these operating segments represents a reportable segment. Launch Services provides launch services to customer on a dedicated mission or ride share basis. Space Systems is comprised of space engineering, program management, spacecraft components, spacecraft manufacturing and mission operations. Although many of the Company’s contracts with customers contain elements of Space Systems and Launch Services, each reporting segment is managed separately to better align with customer’s needs and the Company’s growth plans. The chief operating decision maker evaluates the performance of its reportable segments based on gross profit. For contracts with customers that contain both Space Systems and Launch Services elements, revenues for each reporting segment are generally allocated based upon the overall costs incurred for each of the reporting segments in comparison to total overall costs of the contract. The following table shows information by reportable segment for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Launch Space Launch Space Revenues $ 22,983 $ 40,074 $ 1,123 $ 4,164 Cost of revenues 23,818 30,772 16,521 1,217 Gross profit (loss) $ ( 835 ) $ 9,302 $ ( 15,398 ) $ 2,947 Nine Months Ended September 30, 2022 2021 Launch Space Launch Space Revenues $ 48,668 $ 110,566 $ 25,202 $ 9,557 Cost of revenues 52,583 89,491 40,216 3,121 Gross profit (loss) $ ( 3,915 ) $ 21,075 $ ( 15,014 ) $ 6,436 Management does not regularly review either reporting segment’s total assets or operating expenses. This is because in general, the Company’s long-lived assets, facilities, and equipment are shared by each reporting segment. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. RELATED PARTY TRANSACTIONS There are three members of our board of directors that are affiliated with three separate entities that are invested in our common stock, two of which individually hold greater than 5 % beneficial ownership. Each entity was granted one seat on our board which is filled by a partner of the affiliated entity. On September 14, 2018 and through subsequent closings, Rocket Lab sold an aggregate of 39,575,426 shares of its Series E convertible preferred stock for an aggregate purchase price of $ 137,739 . In connection with this transaction, these entities acquired 3,028,345 of Series E convertible preferred stock for $ 10,539 and Rocket Lab entered into certain Amended and Restated Investors’ Rights Agreement, Amended and Restated Voting Agreement, and Amended and Restated First Refusal and Co-Sale Agreement with each of the purchasers of Rocket Lab’s Series E convertible preferred stock, and certain other Rocket Lab stockholders (collectively, the “Investor Agreements”). Such Investor Agreements were subsequently amended and restated in connection with Rocket Lab’s Series E-1 convertible preferred stock financing on May 18, 2020 whereby Rocket Lab sold an aggregate of 5,890,047 shares of its Series E-1 convertible preferred stock for an aggregate purchase price of $ 20,500 . These entities with an affiliated director purchased 1,292,931 shares of Series E-1 convertible preferred stock for $ 4,499 . In connection with the Business Combination, all of the convertible preferred stock was converted into shares of common stock. As of September 30, 2022 and December 31, 2021, there are no amounts due to or from related parties. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Principals of Consolidation and Basis of Presentation | Principals of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and include the accounts of Rocket Lab USA, Inc. and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company expects that it will lose its emerging growth company status on December 31, 2022, at which point, it will qualify as a large accelerated filer based on its unaffiliated market capitalization as of June 30, 2022, according to Rule 12b-2 of the Securities Exchange Act of 1934, as amended. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, valuation of warrants and stock-based compensation and deferred tax valuation allowances. We based our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results could differ from these estimates and assumptions. |
Other Significant Accounting Policies | Other Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2022, except for the addition of an accounting policy with respect to marketable securities below. Refer to Note 2 - Significant Accounting Policies disclosed in the “ Notes to Consolidated Financial Statements” in the Company’s Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 24, 2022. |
Marketable Securities | Marketable Securities Marketable securities consist of investments in commercial paper, corporate debt securities, bank certificates of deposit, U.S. Treasury bills and notes and asset backed securities. The Company’s investment policy requires the selection of high-quality issuers. The Company's marketable securities are classified as available-for-sale and are carried at fair value. The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets. Interest receivable on marketable securities is presented in prepaids and other current assets on the condensed consolidated balance sheets . Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss . Realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss , are determined using the specific identification method for determining the cost of securities sold. Interest and dividend income is recorded when earned and included in interest expense/income, net on the consolidated statements of operations and comprehensive loss . Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in other income (expense), net on the consolidated statements of operations and comprehensive loss . At each balance sheet date, the Company assesses available-for-sale marketable securities in an unrealized loss position to determine whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value. The Company also reviews its available-for-sale securities in an unrealized loss position to determine whether the unrealized loss is the result of a change in creditworthiness or other factors. If declines in the value of available for-sale securities are determined to be credit-related, a loss is recorded in earnings in the current period. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reconciliation of Disaggregation of Revenue | The following table provides information about revenue by recognition model during the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, Revenues by recognition model 2022 2021 2022 2021 Point-in-time $ 31,312 $ 1,988 $ 96,656 $ 28,802 Over-time 31,745 3,299 62,578 5,957 Total revenue by recognition model $ 63,057 $ 5,287 $ 159,234 $ 34,759 |
Balances Related to Enforceable Contracts | The following table presents the balances related to enforceable contracts as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Contract balances Accounts receivable $ 57,732 $ 13,957 Contract assets 9,063 2,490 Contract liabilities ( 112,649 ) ( 59,749 ) |
Changes in Contract Liabilities | Changes in contract liabilities for the three months ended September 30, 2022 were as follows: Contract liabilities, at June 30, 2022 $ 90,659 Customer advances received or billed 43,704 Recognition of unearned revenue ( 21,714 ) Contract liabilities, at September 30, 2022 $ 112,649 Changes in contract liabilities for the nine months ended September 30, 2022 were as follows: Contract liabilities, at December 31, 2021 $ 59,749 Contract liabilities assumed at acquisition 26,464 Customer advances received or billed 78,514 Recognition of unearned revenue ( 52,078 ) Contract liabilities, at September 30, 2022 $ 112,649 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of consolidated statement of operations includes revenues and net income | These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2021, nor does the information project results for any future period. As Reported Acquisitions Pro-Forma (Unaudited) Consolidated Pro-Forma (Unaudited) Three Months Ended September 30, 2022 Revenues $ 63,057 $ — $ 63,057 Net loss ( 34,610 ) — ( 34,610 ) Three Months Ended September 30, 2021 Revenues $ 5,287 $ 28,374 $ 33,661 Net loss ( 87,969 ) ( 560 ) ( 88,529 ) Nine Months Ended September 30, 2022 Revenues $ 159,234 $ 2,454 $ 161,688 Net loss ( 98,736 ) ( 1,062 ) ( 99,798 ) Nine Months Ended September 30, 2021 Revenues $ 34,759 $ 81,218 $ 115,977 Net loss ( 120,516 ) ( 3,078 ) ( 123,594 ) |
Advanced Solutions Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Estimates Fair Value of Assets Acquired and Liabilities Assumed | The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 2,245 Accounts receivable 1,920 Intangible assets 15,900 Employee benefits payable ( 1,310 ) Other assets and liabilities, net 21 Identifiable net assets acquired 18,776 Goodwill 16,659 Total purchase price $ 35,435 |
Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets | The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Type Estimated Fair Developed technology 7 $ 11,400 In-process technology N/A 300 Customer relationships 10 3,100 Trademark and tradenames 7 1,100 Total identifiable intangible assets acquired $ 15,900 |
Planetary Systems Corporation [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Estimates Fair Value of Assets Acquired and Liabilities Assumed | The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 3,655 Accounts receivable 2,543 Inventories 7,088 Intangible assets 33,000 Employee benefits payable ( 1,212 ) Contract liabilities (1) ( 5,278 ) Other current liabilities ( 313 ) Non-current deferred tax liabilities ( 6,735 ) Other assets and liabilities, net 996 Identifiable net assets acquired 33,744 Goodwill 23,776 Total purchase price $ 57,520 _________________________ (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. |
Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets | The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Type Estimated Fair Developed technology 8 $ 23,500 In-process technology N/A 1,500 Customer relationships 15 3,400 Backlog 1 400 Trademark and tradenames 15 4,200 Total identifiable intangible assets acquired $ 33,000 |
SolAero Holdings, Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Estimates Fair Value of Assets Acquired and Liabilities Assumed | The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 7,815 Accounts receivable 12,322 Inventories 19,614 Prepaids and other current assets 3,536 Property, plant and equipment 24,948 Intangible assets 33,600 Right-of-use assets - operating leases 1,128 Right-of-use assets - finance leases 16,174 Restricted cash 3,293 Trade payables ( 9,893 ) Accrued expenses ( 8,297 ) Contract liabilities (1) ( 26,464 ) Non-current operating lease liabilities ( 1,128 ) Non-current finance lease liabilities ( 15,874 ) Other assets and liabilities, net ( 889 ) Identifiable net assets acquired 59,885 Goodwill 16,296 Total purchase price $ 76,181 _________________________ (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. |
Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets | The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Type Estimated Fair Developed technology 13 $ 10,700 In-process technology N/A 800 Capitalized software 3 5,400 Customer relationships 12 9,000 Trademark and tradenames 12 4,700 Backlog 2 3,000 Total identifiable intangible assets acquired $ 33,600 |
CASH AND CASH EQUIVALENTS AND_2
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash and Cash Equivalents and Marketable Securities | Cash and cash equivalents and marketable securities consisted of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Cash and cash equivalents $ 333,279 $ 690,959 Marketable securities, current 169,428 — Marketable securities, non-current 9,751 — Total cash and cash equivalents and marketable securities $ 512,458 $ 690,959 |
Schedule of Cash Equivalents and Marketable Securities | As of September 30, 2022, cash equivalents and marketable securities consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalents Marketable Securities Money market accounts $ 240,513 $ — $ — $ 240,513 $ 240,513 $ — Certificates of deposit 41,903 3 ( 155 ) 41,751 3,998 37,753 Commercial paper 80,348 4 ( 117 ) 80,235 26,743 53,492 Corporate debt securities 67,188 2 ( 484 ) 66,706 2,437 64,269 Yankee bonds 4,784 — ( 33 ) 4,751 — 4,751 U.S. Treasury securities 27,431 3 ( 9 ) 27,425 22,484 4,941 U.S. government agency bonds 6,886 — ( 43 ) 6,843 — 6,843 Mortgage- and asset-backed securities 7,156 — ( 26 ) 7,130 — 7,130 Total $ 476,209 $ 12 $ ( 867 ) $ 475,354 $ 296,175 $ 179,179 |
Summary of Cash Equivalents and Marketable Securities with Unrealized Losses | The following table presents the Company's cash equivalents and marketable securities with unrealized losses by investment category as of September 30, 2022: Less than 12 Months Fair Value Unrealized Losses Certificates of deposit $ 37,325 $ ( 155 ) Commercial paper 77,827 ( 117 ) Corporate debt securities 61,451 ( 484 ) Yankee bonds 4,751 ( 33 ) U.S. Treasury securities 4,941 ( 9 ) U.S. government agency bonds 6,843 ( 43 ) Mortgage- and asset-backed securities 7,130 ( 26 ) Total $ 200,268 $ ( 867 ) |
Summary of Contractual Maturities of Cash Equivalents and Marketable Securities | The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of September 30, 2022: Amortized Cost Fair Value Due within one year $ 466,397 $ 465,603 Due within one to four years 9,812 9,751 Total $ 476,209 $ 475,354 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of September 30, 2022 and December 31, 2021 the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows: September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 240,513 $ — $ — $ 240,513 Certificates of deposit — 3,998 — 3,998 Commercial paper — 26,743 — 26,743 Corporate debt securities — 2,437 — 2,437 U.S. Treasury securities 22,484 — — 22,484 Marketable securities, current: Certificates of deposit — 37,753 — 37,753 Commercial paper — 53,492 — 53,492 Corporate debt securities — 62,866 — 62,866 Yankee bonds — 3,533 — 3,533 U.S. Treasury securities 4,941 — — 4,941 U.S. government agency bonds 6,843 — — 6,843 Marketable securities, non-current Yankee bonds — 1,218 — 1,218 Corporate debt securities — 1,403 — 1,403 Mortgage- and asset-backed securities — 7,130 — 7,130 Total $ 274,781 $ 200,573 $ — $ 475,354 Liabilities: Other non-current liabilities: Contingent consideration $ — $ — $ 2,000 $ 2,000 Total $ — $ — $ 2,000 $ 2,000 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 635,269 $ — $ — $ 635,269 Total $ 635,269 $ — $ — $ 635,269 Liabilities: Other non-current liabilities: Public and Private Warrants (Note 12) $ 58,227 $ — $ — $ 58,227 Total $ 58,227 $ — $ — $ 58,227 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Inventory | Inventories as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Raw materials $ 32,980 $ 21,517 Work in process 48,200 24,166 Finished goods 4,958 2,221 Total inventories $ 86,138 $ 47,904 |
PREPAIDS AND OTHER CURRENT AS_2
PREPAIDS AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Prepaid expenses and deposits $ 31,095 $ 14,787 Government grant receivables 5,031 2,563 Other current assets 7,684 2,104 Total prepaids and other current assets $ 43,810 $ 19,454 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Property Plant and Equipment, Net | Property, plant and equipment, net, as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Buildings and improvements $ 35,503 $ 25,075 Machinery, equipment, vehicles and office furniture 51,238 24,848 Computer equipment, hardware and software 6,924 5,617 Launch site assets 11,625 9,611 Construction in process 18,702 22,379 Property, plant and equipment—gross 123,992 87,530 Less accumulated depreciation and amortization ( 30,445 ) ( 22,191 ) Property, plant and equipment—net $ 93,547 $ 65,339 Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022 and 2021 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, Depreciation expense 2022 2021 2022 2021 Cost of revenues $ 3,476 $ 1,091 $ 9,234 $ 3,068 Research and development 615 62 1,396 178 Selling, general and administrative 156 792 874 2,254 Total depreciation expense $ 4,247 $ 1,945 $ 11,504 $ 5,500 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Changes in the Carrying Amount of Goodwill | The following table presents the changes in the carrying amount of goodwill for the Space Systems reportable segment for the nine months ended September 30, 2022: Balance at December 31, 2021 $ 43,308 Acquisition 16,296 Measurement period adjustment 325 Balance at September 30, 2022 $ 59,929 |
Components of Intangible Assets | The components of intangible assets consisted of the following as of September 30, 2022: September 30, 2022 Gross Accumulated Net Carrying Finite-Lived Intangible Assets Developed Technology $ 55,765 $ ( 8,100 ) $ 47,665 Capitalized software 10,031 ( 3,950 ) 6,081 Customer relationships 16,113 ( 1,486 ) 14,627 Non-compete agreements 204 ( 124 ) 80 Capitalized intellectual property 365 ( 114 ) 251 Trademarks and tradenames 10,102 ( 730 ) 9,372 Backlog 3,491 ( 1,425 ) 2,066 Patents 245 ( 7 ) 238 Indefinite-Lived Intangible Assets In-process Technology 2,600 — 2,600 Total $ 98,916 $ ( 15,936 ) $ 82,980 |
Summary of Amortization expense | Amortization expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022 and 2021, respectively consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 1,856 $ 116 $ 3,269 $ 352 Research and development 29 368 3,394 1,111 Selling, general and administrative 1,568 134 3,016 447 Total amortization expense $ 3,453 $ 618 $ 9,679 $ 1,910 |
Schedule of Estimated Future Amortization Expense Related to Finite Intangible Assets | The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2022: 2022 (for the remaining period) $ 4,004 2023 13,029 2024 11,239 2025 9,277 2026 9,059 Thereafter 33,772 Total $ 80,380 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Stock-based Compensation Recorded in Consolidated Statements of Operations and Comprehensive Loss | Total stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022 and 2021 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, Stock-based compensation 2022 2021 2022 2021 Cost of revenues $ 4,964 $ 7,937 $ 14,091 $ 8,541 Research and development 5,309 5,967 16,685 6,934 Selling, general and administrative 4,212 7,889 12,536 8,698 Total stock-based compensation expense $ 14,485 $ 21,793 $ 43,312 $ 24,173 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Expense And The Effective Tax Rate | Income tax provision and the effective tax rate for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Income tax benefit (provision) $ ( 1,693 ) $ 1,684 $ ( 4,008 ) $ 979 Effective tax rate ( 5.1 )% 1.9 % ( 4.2 )% 0.8 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Basic and Diluted net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss attributable to common stockholders-basic and diluted $ ( 34,610 ) $ ( 87,969 ) $ ( 98,736 ) $ ( 120,516 ) Denominator Weighted average common shares outstanding-basic and diluted 469,768,797 228,266,647 463,709,955 129,232,016 Net loss per share attributable to common stockholders-basic and diluted $ ( 0.07 ) $ ( 0.39 ) $ ( 0.21 ) $ ( 0.93 ) |
Summary of Diluted Net Loss Per Share Attributable to Common Stockholders | The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive: September 30, 2022 2021 Stock options and restricted stock units 32,444,096 29,248,916 Public and Private Warrants — 16,266,666 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Information by Reportable Segment | The following table shows information by reportable segment for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Launch Space Launch Space Revenues $ 22,983 $ 40,074 $ 1,123 $ 4,164 Cost of revenues 23,818 30,772 16,521 1,217 Gross profit (loss) $ ( 835 ) $ 9,302 $ ( 15,398 ) $ 2,947 Nine Months Ended September 30, 2022 2021 Launch Space Launch Space Revenues $ 48,668 $ 110,566 $ 25,202 $ 9,557 Cost of revenues 52,583 89,491 40,216 3,121 Gross profit (loss) $ ( 3,915 ) $ 21,075 $ ( 15,014 ) $ 6,436 |
Description Of The Business - A
Description Of The Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Aug. 25, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 22, 2021 $ / shares | Dec. 31, 2020 shares | |
Description Of The Business [Line Items] | ||||||||
Exercise of stock options | $ | $ 1,999 | $ 230 | $ 542 | |||||
Shares, outstanding | 447,919,591 | |||||||
Common stock shares, issued | 472,746,850 | 472,746,850 | ||||||
Number of securities called by each warrant or right | 2,951,781 | |||||||
Exercise price of warrants or rights | $ / shares | $ 11.50 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Stockholders' equity note, stock split, exchange ratio | 9.059659 | |||||||
Share Price Equal Or Exceeds Twenty Rupees Per Dollar [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Fair value per share of common stock | $ / shares | $ 20 | |||||||
Issuance of common stock for acquisition, Shares | 32,150,757 | |||||||
Share Price Equal Or Exceeds Twenty Rupees Per Dollar [Member] | Minimum [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Number Of Consecutive Trading Days For Determining Share Price | 20 days | |||||||
Share Price Equal Or Exceeds Twenty Rupees Per Dollar [Member] | Maximum [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Number Of Consecutive Trading Days For Determining Share Price | 30 days | |||||||
Number Of Trading Days For Determining Share Price | 30 days | |||||||
Post Combination Company [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Fair value per share of common stock | $ / shares | $ 10 | |||||||
Stock Issued During Period, Shares, New Issues | 46,700,000 | |||||||
Common stock shares, issued | 46,700,000 | |||||||
Vector Warrants [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Number of securities called by each warrant or right | 16,266,666 | |||||||
Exercise price of warrants or rights | $ / shares | $ 11.50 | |||||||
Legacy Rocket Lab Warrants [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Number of securities called by each warrant or right | 891,380 | |||||||
Exercise price of warrants or rights | $ / shares | $ 0.29 | |||||||
Legacy Rocket Lab Common Stock [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Shares issued | 362,188,208 | |||||||
Legacy Rocket Lab Common Stock [Member] | Post Combination Company [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Stock repurchased during period, value | $ | $ 40,000 | |||||||
Share-based compensation arrangement by share-based payment award | 10,000 | |||||||
Share-based payment arrangement, plan modification, incremental cost | $ | $ 9,642 | |||||||
Post Combination Company Common Stock [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Number of shares issued under share-based payment arrangement. | 1,915,356 | |||||||
Post Combination Company Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 14,903,640 | |||||||
Share-based compensation arrangement by share-based payment award, maximum number of shares per employee | 4,065,304 | |||||||
Number of shares issued under share-based payment arrangement. | 1,915,356 | |||||||
Post Combination Company Common Stock [Member] | Legacy Rocket Lab Warrants [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award | 17,961,684 | |||||||
Share-based compensation arrangement by share-based payment award, per share weighted average price of shares purchased | $ / shares | $ 1.04 | |||||||
Number of options vested | 14,253,283 | |||||||
Pipe Investment [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Exercise of stock options | $ | $ 467,000 | |||||||
Common Class A [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Shares issued | 31,031,383 | |||||||
Stock redeemed or called during period, shares | 968,617 | |||||||
Common Class A [Member] | Post Combination Company [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Number of share options exercised during the current period. | 968,617 | |||||||
Fair value per share of common stock | $ / shares | $ 10 | |||||||
Exercise of stock options | $ | $ 9,686 | |||||||
Conversion of stock, shares converted | 31,031,383 | |||||||
Common Class B [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Shares issued | 8,000,000 | |||||||
Common Class B [Member] | Post Combination Company [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Conversion of stock, shares converted | 8,000,000 | |||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Shares, outstanding | 283,843,764 | 283,843,764 | 31,330,513 | |||||
Redeemable Convertible Preferred Stock [Member] | Legacy Rocket Lab Common Stock [Member] | Post Combination Company [Member] | ||||||||
Description Of The Business [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion | 362,188,208 | |||||||
Preferred stock, convertible, conversion ratio | $ / shares | $ 9.059659 |
Revenue - Reconciliation of Dis
Revenue - Reconciliation of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue by recognition model | $ 63,057 | $ 5,287 | $ 159,234 | $ 34,759 |
Point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by recognition model | 31,312 | 1,988 | 96,656 | 28,802 |
Over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by recognition model | $ 31,745 | $ 3,299 | $ 62,578 | $ 5,957 |
Revenue - Balances Related to E
Revenue - Balances Related to Enforceable Contracts (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Contract balances | |||
Accounts receivable | $ 57,732 | $ 13,957 | |
Contract assets | 9,063 | 2,490 | |
Contract liabilities | $ (112,649) | $ (59,749) | $ (90,659) |
Revenue - Changes in Contract L
Revenue - Changes in Contract Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities, beginning of year | $ 59,749 | |
Contract liabilities assumed at acquisition | 26,464 | |
Customer advances received or billed | $ 43,704 | 78,514 |
Recognition of unearned revenue | (21,714) | (52,078) |
Contract liabilities, end of year | $ 112,649 | $ 112,649 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Remaining unsatisfied performance obligations | $ 520,627 | |
Revenue recognized description | approximately 42% is expected to be recognized within 12 months, with the remaining 58% to be recognized beyond 12 months | |
Received Payment | $ 14,593 | |
Commercial Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Accounts Receivable | $ 25,539 | |
Minimum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk Percentage | 10% | |
Accounts Receivable [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk Percentage | 44% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 04, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Contingent consideration payable | $ 2,000 | $ 2,000 | ||||
Goodwill | 59,929 | 59,929 | $ 43,308 | |||
Recognized performance reserve payments | 1,894 | 5,684 | ||||
Stock compensation expense | 43,312 | $ 24,173 | ||||
Advanced Solutions Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration transferred | 29,935 | |||||
Contingent consideration payable | 5,500 | 5,500 | $ 5,500 | |||
Goodwill | $ 16,659 | 16,659 | ||||
Payments to Acquire Businesses, Gross | 12,015 | |||||
Additional potential earn out payment | 5,500 | |||||
Planetary Systems Corporation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration transferred | 43,152 | |||||
Holdback Payable | $ 1,000 | |||||
Additional potential earn out payment, Common shares | 956,023 | 956,023 | ||||
Goodwill | $ 23,776 | $ 23,776 | ||||
Cash | $ 42,000 | |||||
Stock consideration | 11,568 | |||||
Stock compensation expense | 2,144 | $ 6,432 | ||||
Common stock shares issued to seller upon closing of acquisition | 1,720,841 | |||||
Business acquisition contingent earnout period | 2 years | |||||
Contingent consideration payable | $ 1,800 | |||||
Shares consideration transferred | 729,375 | |||||
Planetary Systems Corporation [Member] | Performance Based Earnout [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued | 956,023 | |||||
Planetary Systems Corporation [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued | 1,720,841 | |||||
SolAero Holdings, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration transferred | $ 76,181 | |||||
Goodwill | 16,296 | 16,296 | ||||
Payments to Acquire Businesses, Gross | 3,600 | |||||
Cash | 80,000 | 80,000 | ||||
Revenue related to acquisition | 20,032 | 60,089 | ||||
Net loss related to acquisition | 3,810 | 7,041 | ||||
Acquisition and integration related costs | $ 21 | $ 328 |
Business Combinations - Estimat
Business Combinations - Estimates Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Prepaid expenses assumed as part of Business Combination | $ 0 | $ 186 | ||
Goodwill | 59,929 | $ 43,308 | ||
Planetary Systems Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 3,655 | |||
Accounts receivable | 2,543 | |||
Intangible assets, net | 33,000 | |||
Employee benefits payable | (1,212) | |||
Other assets and liabilities, net | 996 | |||
Inventories | 7,088 | |||
Contract liabilities | [1] | (5,278) | ||
Other current liabilities | (313) | |||
Non-current deferred tax liabilities | (6,735) | |||
Identifiable net assets acquired | 33,744 | |||
Goodwill | 23,776 | |||
Total purchase price | 57,520 | |||
Advanced Solutions Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 2,245 | |||
Accounts receivable | 1,920 | |||
Intangible assets, net | 15,900 | |||
Employee benefits payable | (1,310) | |||
Other assets and liabilities, net | 21 | |||
Identifiable net assets acquired | 18,776 | |||
Goodwill | 16,659 | |||
Total purchase price | 35,435 | |||
SolAero Holdings, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 7,815 | |||
Accounts receivable | 12,322 | |||
Intangible assets, net | 33,600 | |||
Other assets and liabilities, net | (889) | |||
Inventories | 19,614 | |||
Contract liabilities | [2] | (26,464) | ||
Prepaid expenses assumed as part of Business Combination | 3,536 | |||
Property, plant and equipment | 24,948 | |||
Right-of-use assets - operating leases | 1,128 | |||
Right-of-use assets - finance leases | 16,174 | |||
Restricted cash | 3,293 | |||
Trade payables | (9,893) | |||
Accrued expenses | (8,297) | |||
Non-current operating lease liabilities | (1,128) | |||
Non-current finance lease liabilities | (15,874) | |||
Identifiable net assets acquired | 59,885 | |||
Goodwill | 16,296 | |||
Total purchase price | $ 76,181 | |||
[1] (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. |
Business Combinations - Summary
Business Combinations - Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Advanced Solutions Inc [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 15,900 |
Advanced Solutions Inc [Member] | Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 7 years |
Total identifiable intangible assets acquired | $ 11,400 |
Advanced Solutions Inc [Member] | In-process Technology [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 300 |
Advanced Solutions Inc [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 10 years |
Total identifiable intangible assets acquired | $ 3,100 |
Advanced Solutions Inc [Member] | Trademark and Tradenames [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 7 years |
Total identifiable intangible assets acquired | $ 1,100 |
Planetary Systems Corporation [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 33,000 |
Planetary Systems Corporation [Member] | Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 8 years |
Total identifiable intangible assets acquired | $ 23,500 |
Planetary Systems Corporation [Member] | In-process Technology [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 1,500 |
Planetary Systems Corporation [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 15 years |
Total identifiable intangible assets acquired | $ 3,400 |
Planetary Systems Corporation [Member] | Backlog [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 1 year |
Total identifiable intangible assets acquired | $ 400 |
Planetary Systems Corporation [Member] | Trademark and Tradenames [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 15 years |
Total identifiable intangible assets acquired | $ 4,200 |
SolAero Holdings, Inc [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 33,600 |
SolAero Holdings, Inc [Member] | Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 13 years |
Total identifiable intangible assets acquired | $ 10,700 |
SolAero Holdings, Inc [Member] | In-process Technology [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 800 |
SolAero Holdings, Inc [Member] | Capitalized Software [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 3 years |
Total identifiable intangible assets acquired | $ 5,400 |
SolAero Holdings, Inc [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 12 years |
Total identifiable intangible assets acquired | $ 9,000 |
SolAero Holdings, Inc [Member] | Backlog [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 2 years |
Total identifiable intangible assets acquired | $ 3,000 |
SolAero Holdings, Inc [Member] | Trademark and Tradenames [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 12 years |
Total identifiable intangible assets acquired | $ 4,700 |
Business Combinations - Summa_2
Business Combinations - Summary of consolidated statement of operations includes revenues and net income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
As Reported [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 63,057 | $ 5,287 | $ 159,234 | $ 34,759 |
Net loss | (34,610) | (87,969) | (98,736) | (120,516) |
Acquisitions Pro-Forma (Unaudited) [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 28,374 | 2,454 | 81,218 | |
Net loss | 560 | (1,062) | (3,078) | |
Consolidated Pro-Forma (Unaudited) [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 63,057 | 33,661 | 161,688 | 115,977 |
Net loss | $ (34,610) | $ (88,529) | $ (99,798) | $ (123,594) |
Cash and Cash Equivalents and_3
Cash and Cash Equivalents and Marketable Securities - Summary of Cash and Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 333,279 | $ 690,959 |
Marketable securities, current | 169,428 | 0 |
Marketable securities, non-current | 9,751 | 0 |
Cash and cash equivalents and marketable securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 333,279 | 690,959 |
Marketable securities, current | 169,428 | 0 |
Marketable securities, non-current | 9,751 | 0 |
Total cash and cash equivalents and marketable securities | $ 512,458 | $ 690,959 |
Cash and Cash Equivalents and_4
Cash and Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 476,209 | |
Gross Unrealized Gains | 12 | |
Gross Unrealized Losses | (867) | |
Fair Value | 475,354 | |
Cash Equivalents | 333,279 | $ 690,959 |
Cash Equivalents | 296,175 | |
Marketable Securities | 179,179 | |
Corporate debt securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 67,188 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (484) | |
Fair Value | 66,706 | |
Cash Equivalents | 2,437 | |
Marketable Securities | 64,269 | |
Mortgage- and asset-backed securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 7,156 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (26) | |
Fair Value | 7,130 | |
Cash Equivalents | 0 | |
Marketable Securities | 7,130 | |
U.S. government agency bonds | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 6,886 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (43) | |
Fair Value | 6,843 | |
Cash Equivalents | 0 | |
Marketable Securities | 6,843 | |
U.S. Treasury securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 27,431 | |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (9) | |
Fair Value | 27,425 | |
Cash Equivalents | 22,484 | |
Marketable Securities | 4,941 | |
Yankee Bonds | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 4,784 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (33) | |
Fair Value | 4,751 | |
Cash Equivalents | 0 | |
Marketable Securities | 4,751 | |
Money market accounts | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 240,513 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 240,513 | |
Cash Equivalents | 240,513 | |
Marketable Securities | 0 | |
Certificates of deposit | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 41,903 | |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (155) | |
Fair Value | 41,751 | |
Cash Equivalents | 3,998 | |
Marketable Securities | 37,753 | |
Commercial paper | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 80,348 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (117) | |
Fair Value | 80,235 | |
Cash Equivalents | 26,743 | |
Marketable Securities | $ 53,492 |
Cash and Cash Equivalents and_5
Cash and Cash Equivalents and Marketable Securities - Summary of Cash Equivalents and Marketable Securities with Unrealized Losses (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Marketable Securities [Line Items] | |
Fair value | $ 200,268 |
Unrealized Losses | (867) |
Certificates of deposit | |
Marketable Securities [Line Items] | |
Fair value | 37,325 |
Unrealized Losses | (155) |
Commercial paper | |
Marketable Securities [Line Items] | |
Fair value | 77,827 |
Unrealized Losses | (117) |
U.S. government agency bonds | |
Marketable Securities [Line Items] | |
Fair value | 6,843 |
Unrealized Losses | (43) |
U.S. Treasury securities | |
Marketable Securities [Line Items] | |
Fair value | 4,941 |
Unrealized Losses | (9) |
Yankee Bonds | |
Marketable Securities [Line Items] | |
Fair value | 4,751 |
Unrealized Losses | (33) |
Corporate debt securities | |
Marketable Securities [Line Items] | |
Fair value | 61,451 |
Unrealized Losses | (484) |
Mortgage- and asset-backed securities | |
Marketable Securities [Line Items] | |
Fair value | 7,130 |
Unrealized Losses | $ (26) |
Cash and Cash Equivalents and_6
Cash and Cash Equivalents and Marketable Securities - Summary of Contractual Maturities of Marketable Securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Marketable Securities [Line Items] | |
Amortized Cost | $ 476,209 |
Fair Value | 475,354 |
Due to One Year [Member] | |
Marketable Securities [Line Items] | |
Amortized Cost | 466,397 |
Fair Value | 465,603 |
Due within one to four years [Member] | |
Marketable Securities [Line Items] | |
Amortized Cost | 9,812 |
Fair Value | $ 9,751 |
Fair Value Of Financial Instr_3
Fair Value Of Financial Instruments - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Measurements [Line Items] | |
Transfers between fair value measurement levels | $ 0 |
Fair Value Of Financial Instr_4
Fair Value Of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash equivalents: | ||
Marketable securities, current | $ 169,428 | $ 0 |
Marketable securities, non-current | 9,751 | 0 |
Liabilities: | ||
Warrants and Rights Outstanding | 0 | 58,227 |
Contingent consideration | 2,000 | |
Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 635,269 | |
Total | 475,354 | 635,269 |
Other non-current liabilities: | ||
Contingent consideration | 2,000 | |
Public and private warrant liabilities | 58,227 | |
Total | 2,000 | 58,227 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 635,269 | |
Total | 274,781 | 635,269 |
Other non-current liabilities: | ||
Warrants-preferred stock (Note 12) | 58,227 | |
Total | 58,227 | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Total | 200,573 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Other non-current liabilities: | ||
Contingent consideration | 2,000 | |
Public and private warrant liabilities | 0 | |
Total | 2,000 | $ 0 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 240,513 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 240,513 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Certificates of Deposit [Member] | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 3,998 | |
Marketable securities, current | 37,753 | |
Certificates of Deposit [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
Certificates of Deposit [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 3,998 | |
Marketable securities, current | 37,753 | |
Certificates of Deposit [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
Commercial Paper [Member] | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 26,743 | |
Marketable securities, current | 53,492 | |
Commercial Paper [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
Commercial Paper [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 26,743 | |
Marketable securities, current | 53,492 | |
Commercial Paper [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
U.S. government agency bonds | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 6,843 | |
U.S. government agency bonds | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 6,843 | |
U.S. government agency bonds | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 0 | |
U.S. government agency bonds | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 0 | |
US Treasury Securities [Member] | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 22,484 | |
Marketable securities, current | 4,941 | |
US Treasury Securities [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 22,484 | |
Marketable securities, current | 4,941 | |
US Treasury Securities [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
US Treasury Securities [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 2,437 | |
Marketable securities, current | 62,866 | |
Marketable securities, non-current | 1,403 | |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
Marketable securities, non-current | 0 | |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 2,437 | |
Marketable securities, current | 62,866 | |
Marketable securities, non-current | 1,403 | |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | |
Marketable securities, current | 0 | |
Marketable securities, non-current | 0 | |
Mortgage- and asset-backed securities | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Marketable securities, non-current | 7,130 | |
Mortgage- and asset-backed securities | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Marketable securities, non-current | 0 | |
Mortgage- and asset-backed securities | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Marketable securities, non-current | 7,130 | |
Mortgage- and asset-backed securities | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Marketable securities, non-current | 0 | |
Yankee Bonds [Member] | Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 3,533 | |
Marketable securities, non-current | 1,218 | |
Yankee Bonds [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 0 | |
Marketable securities, non-current | 0 | |
Yankee Bonds [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 3,533 | |
Marketable securities, non-current | 1,218 | |
Yankee Bonds [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Marketable securities, current | 0 | |
Marketable securities, non-current | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Line Items] | ||
Raw materials | $ 32,980 | $ 21,517 |
Work in process | 48,200 | 24,166 |
Finished goods | 4,958 | 2,221 |
Total inventories | $ 86,138 | $ 47,904 |
Prepaid and Other Current Asset
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid expenses | $ 31,095 | $ 14,787 |
Government grant receivables | 5,031 | 2,563 |
Other current assets | 7,684 | 2,104 |
Total prepaids and other current assets | $ 43,810 | $ 19,454 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 123,992 | $ 87,530 |
Less accumulated depreciation and amortization | (30,445) | (22,191) |
Property, plant and equipment, net | 93,547 | 65,339 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 35,503 | 25,075 |
Machinery, Equipment, Vehicles And Office Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 51,238 | 24,848 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,924 | 5,617 |
Launch Site Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,625 | 9,611 |
Construction In Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 18,702 | $ 22,379 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Schedule of Depreciation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 4,247 | $ 1,945 | $ 11,504 | $ 5,500 |
Cost of revenues [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 3,476 | 1,091 | 9,234 | 3,068 |
Research and development, net | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 615 | 62 | 1,396 | 178 |
Selling, general and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 156 | $ 792 | $ 874 | $ 2,254 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Changes in the Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2021 | $ 43,308 |
Acquisition | 16,296 |
Measurement period adjustment | 325 |
Balance at March 31, 2022 | $ 59,929 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 98,916 | |
Accumulated Amortization | (15,936) | |
Net Carrying Amount | 82,980 | $ 57,487 |
In Process Research and Development [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,600 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 2,600 | |
Developed Technology [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 55,765 | |
Accumulated Amortization | (8,100) | |
Net Carrying Amount | 47,665 | |
Capitalized Software [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,031 | |
Accumulated Amortization | (3,950) | |
Net Carrying Amount | 6,081 | |
Customer Relationships [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,113 | |
Accumulated Amortization | (1,486) | |
Net Carrying Amount | 14,627 | |
Non-compete agreement [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 204 | |
Accumulated Amortization | (124) | |
Net Carrying Amount | 80 | |
Capitalized Intellectual Property [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 365 | |
Accumulated Amortization | (114) | |
Net Carrying Amount | 251 | |
Trademark and Tradenames [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,102 | |
Accumulated Amortization | (730) | |
Net Carrying Amount | 9,372 | |
Backlog [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,491 | |
Accumulated Amortization | (1,425) | |
Net Carrying Amount | 2,066 | |
Patents [Member] | ||
Disclosure Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 245 | |
Accumulated Amortization | (7) | |
Net Carrying Amount | $ 238 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 3,453 | $ 618 | $ 9,679 | $ 1,910 |
Cost of revenues [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | 1,856 | 116 | 3,269 | 352 |
Research and Development [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | 29 | 368 | 3,394 | 1,111 |
Selling, General and Administrative [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 1,568 | $ 134 | $ 3,016 | $ 447 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Estimated Future Amortization Expense Related to Finite Intangible Assets (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 (for the remaining period) | $ 4,004 |
2023 | 13,029 |
2024 | 11,239 |
2025 | 9,059 |
2026 | 9,277 |
Thereafter | 33,772 |
Total | $ 80,380 |
Loan Agreement - Additional Inf
Loan Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 10, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Shares Issued And Outstanding [Line Items] | |||
Loan and security agreement, maximum amount | $ 100,000 | ||
Term loan facility, initial facility charge | $ 1,000 | ||
Term loan facility, end of term charge upon repayment of the loan | 3,250 | ||
Current installments of long-term borrowings | 2,886 | ||
Long-term borrowings, excluding current installments | $ 99,344 | $ 97,297 | |
Term Loan Facility [Member] | |||
Shares Issued And Outstanding [Line Items] | |||
Loan agreement maturity date | Jun. 01, 2024 | ||
Description of outstanding principal of term loan facility | The outstanding principal bears (i) cash interest at the greater of (a) 8.15% or (b) 8.15% plus the prime rate minus 3.25% and (ii) payment-in-kind interest of 1.25% which is accrued and added to the outstanding principal balance. | ||
Long-term borrowings, excluding current installments | $ 102,230 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 22, 2021 | |
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price | $ 11.50 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | ||||||
Warrants and rights outstanding | $ 0 | $ 0 | $ 58,227 | ||||
Number of securities called by each warrant or right | 2,951,781 | 2,951,781 | |||||
Cash proceeds from warrants issued | $ 126 | ||||||
Gain on fair value of exercise of warrants | $ 0 | $ 33,947 | (13,482) | $ 39,424 | |||
Estimated fair value of warrants | $ 2,975 | ||||||
Common Stock Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding | $ 10,969 | $ 10,969 | |||||
Public Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued | 10,383,077 | 10,383,077 | |||||
Warrants exercise price | 0.2843 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,383,077 | 10,383,077 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.2843 | ||||||
Warrants and rights outstanding | $ 1,592,080 | $ 1,592,080 | |||||
Number of securities called by each warrant or right | 0 | 0 | |||||
Number of warrants issued | 10,969 | ||||||
Class of warrant or right, date from which warrants or rights exercisable | Sep. 29, 2021 | ||||||
Cash proceeds from warrants issued | $ 27 | ||||||
Warrants Issued and Outstanding | 270,470 | 5,600,000 | 5,600,000 | ||||
Warrant exercise price per share | $ 0.10 | ||||||
Public Warrants and Private Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Gain on fair value of exercise of warrants | $ 13,482 | ||||||
Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price | $ 11.50 | $ 11.50 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||||
Warrants and rights outstanding | $ 10,666,666 | $ 10,666,666 | |||||
Common Stock [Member] | Private Placement Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price | $ 11.50 | $ 11.50 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||||
Warrants and rights outstanding | $ 5,600,000 | $ 5,600,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Statements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 9,642 | $ 14,485 | $ 21,793 | $ 43,312 | $ 24,173 |
Cost of revenues [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 4,964 | 7,937 | 14,091 | 8,541 | |
Research and development, net | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 5,309 | 5,967 | 16,685 | 6,934 | |
Selling, general and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 4,212 | $ 7,889 | $ 12,536 | $ 8,698 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 25, 2021 | Aug. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options vesting period | 4 years | ||||||
Options vesting on first anniversary of date of grant, percentage | 25% | ||||||
Options granted expected to be recognized period | 4 years | ||||||
Stock-based compensation expense related to shares issued in conjunction with the acquisition | $ 9,642 | $ 14,485 | $ 21,793 | $ 43,312 | $ 24,173 | ||
Stock-based compensation | $ 359 | $ 19,880 | |||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Shares Held in Employee Trust, Shares | 2,989,088 | ||||||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | $ 30,000 | ||||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, plan modification shares | 498,177 | ||||||
Share-based compensation arrangement by share-based payment award | 558,769 | ||||||
Stock redeemed or called during period, value | $ 10,000 | ||||||
Common stock for issuance for awards | 9,980,000 | 9,980,000 | |||||
Common Stock Outstanding Rate | 1% | ||||||
Employee Stock Options Discount Rate | 15% | ||||||
Stock-based compensation | 1,059 | $ 2,718 | |||||
2021 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock compensation expense | $ 1,228 | $ 1,228 | |||||
Sale of aggregate, shares | 13,963,100 | 13,963,100 | 59,875,000 | ||||
Outstanding number of shares of common stock | 5% | ||||||
Shares authorized to issue under equity award plan | 80,758,059 | 80,758,059 | |||||
Shares available for grant | 67,104,947 | 67,104,947 | |||||
Common stock for issuance for awards | 527,380 | ||||||
2013 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock compensation expense | $ 149 | $ 149 | |||||
2013 Plan And 2021 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ 94,950 | $ 94,950 | |||||
Performance-Based Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Units, granted | 14,464,435 | 4,220,212 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Vehicles and Equipment [Member] | Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Lessee, Operating Lease, Remaining Lease Term | 1 year | |
Vehicles and Equipment [Member] | Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Lessee, Operating Lease, Remaining Lease Term | 28 years | |
SolAero acquisition [Member] | ||
Operating Leased Assets [Line Items] | ||
Business Acquisition, Finance Leases | $ 16,174 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Loss Contingencies [Line Items] | |
Provision for contract loss | $ 5,660 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Expense And The Effective Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ (1,693) | $ 1,684 | $ (4,008) | $ 979 |
Effective Income Tax Rate Reconciliation, Percent | (5.10%) | 1.90% | (4.20%) | 0.80% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||||||
Net loss attributable to common stockholders-basic and diluted | $ (34,610) | $ (37,417) | $ (26,709) | $ (87,969) | $ (16,665) | $ (15,882) | $ (98,736) | $ (120,516) |
Earnings Per Share, Basic [Abstract] | ||||||||
Weighted average common shares outstanding-basic | 469,768,797 | 228,266,647 | 463,709,955 | 129,232,016 | ||||
Weighted average common shares outstanding, diluted | 469,768,797 | 228,266,647 | 463,709,955 | 129,232,016 | ||||
Net loss per share attributable to common stockholders-basic | $ (0.07) | $ (0.39) | $ (0.21) | $ (0.93) | ||||
Net loss per share attributable to common stockholders- diluted | $ (0.07) | $ (0.39) | $ (0.21) | $ (0.93) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options And Restricted Stock Units [Member] | ||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Equity shares | 32,444,096 | 29,248,916 |
Public And Private Warrants [Member] | ||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Equity shares | 0 | 16,266,666 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Segments | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Segments - Summary of Informati
Segments - Summary of Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Sales Information [Line Items] | ||||
Cost of revenues | $ 54,590 | $ 17,738 | $ 142,074 | $ 43,337 |
Gross profit (loss) | 8,467 | (12,451) | 17,160 | (8,578) |
Launch Services [Member] | ||||
Sales Information [Line Items] | ||||
Revenues | 22,983 | 1,123 | 48,668 | 25,202 |
Cost of revenues | 23,818 | 16,521 | 52,583 | 40,216 |
Gross profit (loss) | (835) | (15,398) | (3,915) | (15,014) |
Space Systems [Member] | ||||
Sales Information [Line Items] | ||||
Revenues | 40,074 | 4,164 | 110,566 | 9,557 |
Cost of revenues | 30,772 | 1,217 | 89,491 | 3,121 |
Gross profit (loss) | $ 9,302 | $ 2,947 | $ 21,075 | $ 6,436 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | May 18, 2020 | Sep. 14, 2018 | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Related party transaction, due from (to) related party | $ 0 | $ 0 | ||
Equity Interest Member | ||||
Related Party Transactions (Details) [Line Items] | ||||
Beneficial ownership percentage | 5% | |||
Series E preferred stock | ||||
Related Party Transactions (Details) [Line Items] | ||||
Aggregate shares | 39,575,426 | |||
Issuance of redeemable preferred stock, value | $ 137,739 | |||
Series E 1 preferred stock | ||||
Related Party Transactions (Details) [Line Items] | ||||
Issuance of redeemable preferred stock, share | 5,890,047 | |||
Issuance of redeemable preferred stock, value | $ 20,500 | |||
Affiliated Entity [Member] | Series E preferred stock | ||||
Related Party Transactions (Details) [Line Items] | ||||
Issuance of redeemable preferred stock, share | 3,028,345 | |||
Issuance of redeemable preferred stock, value | $ 10,539 | |||
Affiliated Entity [Member] | Series E 1 preferred stock | ||||
Related Party Transactions (Details) [Line Items] | ||||
Issuance of redeemable preferred stock, share | 1,292,931 | |||
Issuance of redeemable preferred stock, value | $ 4,499 |