Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Information [Line Items] | ||
Entity Registrant Name | TERRAN ORBITAL CORPORATION | |
Entity Central Index Key | 0001835512 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 Shell Company | false | |
Entity Common Stock, Shares Outstanding | 145,049,152 | |
Entity File Number | 001-40170 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1572314 | |
Entity Address, Address Line One | 6800 Broken Sound Parkway NW | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Boca Raton | |
Entity Address State Or Province | FL | |
Entity Address, Postal Zip Code | 33487 | |
City Area Code | 561 | |
Local Phone Number | 988-1704 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Ex Transition Period | false | |
Common Stock, Par Value $0.0001 per Share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbols | LLAP | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | |
Trading Symbols | LLAP WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||||
Cash and cash equivalents | $ 57,427 | $ 93,561 | ||
Accounts receivable, net of allowance for credit losses of $41 and $764 as of March 31, 2023 and December 31, 2022, respectively | 2,836 | 4,754 | ||
Contract assets, net | 5,383 | 6,763 | ||
Inventory | 28,576 | 24,133 | ||
Prepaid expenses and other current assets | 10,068 | 9,710 | ||
Total current assets | 104,290 | 138,921 | ||
Property, plant, and equipment, net | 31,192 | 24,743 | ||
Other assets | 21,327 | 18,990 | ||
Total assets | 156,809 | 182,654 | ||
Liabilities and shareholders' deficit: | ||||
Current portion of long-term debt | 9,815 | 7,739 | ||
Accounts payable | 26,357 | 21,188 | ||
Contract liabilities | 19,191 | 27,228 | ||
Reserve for anticipated losses on contracts | 1,137 | 2,860 | ||
Accrued expenses and other current liabilities | 16,642 | 11,721 | ||
Total current liabilities | 73,142 | 70,736 | ||
Long-term debt | 148,042 | 142,620 | ||
Warrant and derivative liabilities | 49,405 | 39,950 | ||
Other liabilities | 21,545 | 20,769 | ||
Total liabilities | 292,134 | 274,075 | ||
Commitments and contingencies (Note 12) | ||||
Shareholders' deficit: | ||||
Preferred stock - authorized 50,000,000 shares of $0.0001 par value as of March 31, 2023 and December 31, 2022; zero issued and outstanding | ||||
Common stock - authorized 300,000,000 shares of $0.0001 par value as of March 31, 2023 and December 31, 2022; issued and outstanding shares of 144,680,223 and 142,503,771 as of March 31, 2023 and December 31, 2022, respectively | 14 | 14 | ||
Additional paid-in capital | 280,095 | 269,574 | ||
Accumulated deficit | (415,613) | (361,168) | ||
Accumulated other comprehensive income | 179 | 159 | ||
Total shareholders' deficit | (135,325) | (91,421) | $ (99,357) | |
Total liabilities and shareholders' deficit | $ 156,809 | $ 182,654 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for credit losses | $ 41 | $ 764 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 144,680,223 | 142,503,771 |
Common stock, shares outstanding | 144,680,223 | 142,503,771 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 28,198 | $ 13,120 |
Cost of sales | 29,597 | 15,953 |
Gross loss | (1,399) | (2,833) |
Selling, general, and administrative expenses | 32,530 | 30,217 |
Loss from operations | (33,929) | (33,050) |
Interest expense, net | 10,934 | 2,923 |
Loss on extinguishment of debt | 23,141 | |
Change in fair value of warrant and derivative liabilities | 9,455 | 11,853 |
Other expense | 109 | 403 |
Loss before income taxes | (54,427) | (71,370) |
Provision for income taxes | 18 | 2 |
Net loss | (54,445) | (71,372) |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments | 20 | 47 |
Total comprehensive loss | $ (54,425) | $ (71,325) |
Weighted-average shares outstanding - basic | 144,062,103 | 83,643,940 |
Weighted-average shares outstanding - diluted | 144,062,103 | 83,643,940 |
Net loss per share - basic | $ (0.38) | $ (0.85) |
Net loss per share - diluted | $ (0.38) | $ (0.85) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Previously Reported | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Previously Reported | Redeemable Convertible Preferred Stock Retroactive Application of Reverse Capitalization | Common Stock | Common Stock Previously Reported | Common Stock Retroactive Application of Reverse Capitalization | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Retroactive Application of Reverse Capitalization | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Previously Reported |
Beginning balance at Dec. 31, 2021 | $ (99,357) | $ (99,357) | $ 8 | $ 8 | $ 97,737 | $ 97,745 | $ (8) | $ (197,066) | $ (197,066) | $ (36) | $ (36) | ||||
Beginning balance (ASU 2016-13) at Dec. 31, 2021 | (122) | (122) | |||||||||||||
Beginning balance, Shares at Dec. 31, 2021 | 78,601,283 | 2,849,414 | 75,751,869 | ||||||||||||
Beginning balance at Dec. 31, 2021 | $ 8,000 | $ 8,000 | |||||||||||||
Beginning balance, Shares at Dec. 31, 2021 | 10,947,686 | 396,870 | 10,550,816 | ||||||||||||
Net loss | (71,372) | (71,372) | |||||||||||||
Other comprehensive income, net of tax | 47 | 47 | |||||||||||||
Conversion of redeemable convertible preferred stock into common stock | 8,000 | $ 1 | 7,999 | ||||||||||||
Conversion of redeemable convertible preferred stock into common stock, Shares | 10,947,686 | ||||||||||||||
Conversion of redeemable convertible preferred stock into common stock | $ (8,000) | ||||||||||||||
Conversion of redeemable convertible preferred stock into common stock, Shares | (10,947,686) | ||||||||||||||
Net settlement of liability-classified warrants into common stock | 7,616 | 7,616 | |||||||||||||
Net settlement of liability-classified warrants into common stock, Shares | 694,873 | ||||||||||||||
Net settlement of equity-classified warrants into common stock | $ 2 | (2) | |||||||||||||
Net settlement of equity-classified warrants into common stock, Shares | 22,343,698 | ||||||||||||||
Issuance of common stock in connection with the Tailwind Two Merger and PIPE Investment, net of issuance costs | 6,928 | $ 2 | 6,926 | ||||||||||||
Issuance of common stock in connection with the Tailwind Two Merger and PIPE Investment, net of issuance costs, Shares | 16,114,695 | ||||||||||||||
Issuance of common stock in connection with financing transactions, net of issuance costs | 40,734 | $ 1 | 40,733 | ||||||||||||
Issuance of common stock in connection with financing transactions, net of issuance costs, Shares | 4,325,000 | ||||||||||||||
Reclassification of liability-classified warrants and derivatives to equity-classified | 11,007 | 11,007 | |||||||||||||
Issuance of contingently issuable common stock | 44,887 | 44,887 | |||||||||||||
Issuance of contingently issuable common stock, Shares | 4,095,569 | ||||||||||||||
Share-based compensation | 17,335 | 17,335 | |||||||||||||
Exercise of stock options | 146 | 146 | |||||||||||||
Exercise of stock options, Shares | 172,651 | ||||||||||||||
Ending balance at Mar. 31, 2022 | (34,151) | $ 14 | 234,384 | (268,560) | 11 | ||||||||||
Ending balance, Shares at Mar. 31, 2022 | 137,295,455 | ||||||||||||||
Beginning balance at Dec. 31, 2022 | (91,421) | $ 14 | 269,574 | (361,168) | 159 | ||||||||||
Beginning balance, Shares at Dec. 31, 2022 | 142,503,771 | ||||||||||||||
Net loss | (54,445) | (54,445) | |||||||||||||
Other comprehensive income, net of tax | 20 | 20 | |||||||||||||
Share-based compensation | 10,166 | 10,166 | |||||||||||||
Settlement of vested restricted stock units, net of net share settlements, Shares | 1,665,333 | ||||||||||||||
Exercise of stock options | 355 | 355 | |||||||||||||
Exercise of stock options, Shares | 511,119 | ||||||||||||||
Ending balance at Mar. 31, 2023 | $ (135,325) | $ 14 | $ 280,095 | $ (415,613) | $ 179 | ||||||||||
Ending balance, Shares at Mar. 31, 2023 | 144,680,223 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (54,445) | $ (71,372) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 919 | 846 | |
Non-cash interest expense | 7,053 | 1,215 | |
Share-based compensation expense | 10,166 | 17,335 | |
Provision for losses on receivables and inventory | 3 | 169 | |
Loss on extinguishment of debt | 23,141 | ||
Change in fair value of warrant and derivative liabilities | 9,455 | 11,853 | |
Amortization of operating right-of-use assets | 279 | 305 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 1,992 | (15,002) | |
Contract assets | 1,423 | (928) | |
Inventory | (3,990) | (1,550) | |
Accounts payable | 1,009 | 2,134 | |
Contract liabilities | (8,021) | 6,708 | |
Reserve for anticipated losses on contracts | (1,723) | 79 | |
Accrued interest | (88) | (4,803) | |
Other, net | 3,145 | 570 | |
Net cash used in operating activities | (32,823) | (29,300) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (3,162) | (4,030) | |
Net cash used in investing activities | (3,162) | (4,030) | |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 35,942 | ||
Proceeds from warrants and derivatives | 42,247 | ||
Proceeds from Tailwind Two Merger and PIPE Investment | 58,424 | ||
Proceeds from issuance of common stock | 14,791 | ||
Repayment of long-term debt | (518) | (27,171) | |
Payment of issuance costs | (41,681) | ||
Proceeds from exercise of stock options | 339 | 135 | |
Net cash (used in) provided by financing activities | (179) | 82,687 | |
Effect of exchange rate fluctuations on cash and cash equivalents | 30 | (28) | |
Net (decrease) increase in cash and cash equivalents | (36,134) | 49,329 | |
Cash and cash equivalents at beginning of period | 93,561 | 27,325 | $ 27,325 |
Cash and cash equivalents at end of period | 57,427 | 76,654 | $ 93,561 |
Non-cash investing and financing activities: | |||
Interest capitalized to property, plant, and equipment not yet paid | 555 | ||
Purchases of property, plant, and equipment not yet paid | 5,265 | 211 | |
Depreciation and amortization capitalized to construction-in-process | 77 | ||
Issuance costs not yet paid | $ 139 | 5,983 | |
Non-cash exchange and extinguishment of long-term debt | 40,432 | ||
Conversion of redeemable convertible preferred stock into common stock | 8,000 | ||
Net settlement of liability-classified warrants into common stock | 7,616 | ||
Net settlement of equity-classified warrants into common stock | (2) | ||
Non-cash issuance of common stock in connection with PIPE Investment | 10,060 | ||
Non-cash issuance of common stock in connection with financing transactions | 26,304 | ||
Reclassification of liability-classified warrants and derivatives to equity-classified | 11,007 | ||
Issuance of contingently issuable common stock | $ 44,887 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 Organization and Summary of Significant Accounting Policies Organization and Business Terran Orbital Corporation, formerly known as Tailwind Two Acquisition Corp. (“Tailwind Two”), together with its wholly-owned subsidiaries (the “Company”), is a leading manufacturer of satellite products primarily serving the aerospace and defense industries. The Company provides end-to-end satellite solutions by combining satellite design, production, launch planning, mission operations, and on-orbit support to meet the needs of its military, civil, and commercial customers. The Company has a foreign subsidiary based in Torino, Italy. Tailwind Two Merger Prior to March 25, 2022, Tailwind Two was a publicly listed special purpose acquisition company incorporated as a Cayman Islands exempted company. On March 25, 2022 , Tailwind Two acquired Terran Orbital Operating Corporation, formerly known as Terran Orbital Corporation (“Legacy Terran Orbital”) (the “Tailwind Two Merger”). In connection with the Tailwind Two Merger, Tailwind Two filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, resulting in Tailwind Two becoming a Delaware corporation and changing its name from Tailwind Two to Terran Orbital Corporation. The Tailwind Two Merger resulted in Legacy Terran Orbital becoming a wholly-owned subsidiary of Terran Orbital Corporation. As a result of the Tailwind Two Merger, all of Legacy Terran Orbital's issued and outstanding common stock was converted into shares of Terran Orbital Corporation's common stock using an exchange ratio of 27.585 shares of Terran Orbital Corporation's common stock per each share of Legacy Terran Orbital's common stock. In addition, Legacy Terran Orbital's convertible preferred stock and certain warrants were exercised and converted into shares of Legacy Terran Orbital's common stock immediately prior to the Tailwind Two Merger, and in turn, were converted into shares of Terran Orbital Corporation's common stock as a result of the Tailwind Two Merger. Further, in connection with the Tailwind Two Merger, Legacy Terran Orbital's share-based compensation plan and related share-based compensation awards were cancelled and exchanged or converted, as applicable, with a new share-based compensation plan and related share-based compensation awards of Terran Orbital Corporation. In connection with the Tailwind Two Merger, the Company entered into certain debt financing transactions that resulted in a loss on extinguishment of debt of $ 23.1 million during the three months ended March 31, 2022. While Legacy Terran Orbital became a wholly-owned subsidiary of Terran Orbital Corporation, Legacy Terran Orbital was deemed to be the acquirer in the Tailwind Two Merger for accounting purposes. Accordingly, the Tailwind Two Merger was accounted for as a reverse recapitalization, in which case the condensed consolidated financial statements of the Company represent a continuation of Legacy Terran Orbital and the issuance of common stock in exchange for the net assets of Tailwind Two recognized at historical cost and no recognition of goodwill or other intangible assets. Operations prior to the Tailwind Two Merger are those of Legacy Terran Orbital and all share and per-share data included in these condensed consolidated financial statements have been retrospectively adjusted to give effect to the Tailwind Two Merger. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options and warrants were adjusted to reflect the Tailwind Two Merger. The treatment of the Tailwind Two Merger as a reverse recapitalization was based upon the pre-merger shareholders of Legacy Terran Orbital holding the majority of the voting interests of Terran Orbital Corporation, Legacy Terran Orbital's existing management team serving as the initial management team of Terran Orbital Corporation, Legacy Terran Orbital's appointment of the majority of the initial board of directors of Terran Orbital Corporation, and Legacy Terran Orbital's operations comprising the ongoing operations of the Company. In connection with the Tailwind Two Merger, approximately $ 29 million of cash and marketable securities held in trust, net of redemptions by Tailwind Two's public shareholders, became available for use by the Company as well as proceeds received from the contemporaneous sale of common stock in connection with the closing of a PIPE investment with a contractual amount of $ 51 million (the “PIPE Investment”). In addition, the Company received additional proceeds from the issuance of debt contemporaneously with the Tailwind Two Merger. The cash raised was used for general corporate purposes, the partial paydown of debt, the payment of transaction costs and the payment of other costs directly or indirectly attributable to the Tailwind Two Merger. Beginning on March 28, 2022, the Company's common stock and public warrants began trading on the New York Stock Exchange (the “NYSE”) under the symbols “LLAP” and “LLAP WS,” respectively. Basis of Presentation and Significant Accounting Policies The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, they include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its interim results, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2022 and 2021 included in its Annual Report on Form 10-K, which was filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) on March 23, 2023 (the “2022 Annual Report”). The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date but does not include all the footnote disclosures from the annual consolidated financial statements. The condensed consolidated financial statements have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and include the accounts of Terran Orbital Corporation and its subsidiaries. All intercompany transactions have been eliminated. The Company’s accounting policies used in the preparation of these condensed consolidated financial statements do not differ from those used for the annual consolidated financial statements, unless otherwise noted. Certain prior period amounts have been reclassified to conform with current period presentation. The Company evaluates and reports its segment information based on the manner in which its Chief Executive Officer, who is the chief operating decision maker (the “CODM”), evaluates performance and allocates resources. Beginning in the fourth quarter of 2022, the Company reports its results as a single operating and reportable segment on a consolidated basis. Where applicable, prior periods have been retrospectively adjusted to reflect the Company’s current operating and reportable segment structure. There were no recently issued or recently adopted accounting pronouncements that had or are expected to have a material effect on the condensed consolidated financial statements. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the condensed consolidated financial statements and the accompanying notes. The Company’s estimates are based on the relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions. COVID-19 Pandemic During March 2020, the World Health Organization (the “WHO”) declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”). The COVID-19 Pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in the financial and capital markets. The COVID-19 Pandemic has contributed to a worldwide shortage of electronic components which has resulted in longer than historically experienced lead times for such electronic components. The reduced availability to receive electronic components used in the Company’s operations has negatively affected its timing and ability to deliver products and services to customers as well as increased its costs in recent periods. In an effort to manage this disruption to its supply chain, the Company has focused on accumulating critical components to ensure an appropriate level of supply is available when needed. The Company considered the emergence and pervasive economic impact of the COVID-19 Pandemic in its assessment of its financial position, results of operations, cash flows, and certain accounting estimates as of and for the periods presented. The U.S. Government allowed the national public health emergency declaration related to the COVID-19 Pandemic to expire on May 11, 2023, and the WHO ended the global emergency status for the COVID-19 Pandemic on May 5, 2023. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the time of purchase. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the dates presented: (in thousands) March 31, 2023 December 31, 2022 Payroll-related accruals $ 5,503 $ 5,671 Current operating lease liabilities 997 971 Accrued interest 2,019 2,107 Other current liabilities 8,123 2,972 Accrued expenses and other current liabilities $ 16,642 $ 11,721 Research and Development Research and development includes materials, labor, and overhead allocations attributable to the development of new products and solutions and significant improvements to existing products and solutions. Research and development costs are expensed as incurred and recognized in selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Research and development expense was $ 7.5 million and $ 1.9 million during the three months ended March 31, 2023 and 2022, respectively. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and contract assets. The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $ 250,000 per account. As a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. The Company regularly monitors the financial stability of these financial institutions and believes that there is no exposure to any significant credit risk in cash and cash equivalents. Concentrations of credit risk with respect to accounts receivable and contract assets are limited because a large portion of our balances are related to (i) reputable companies with significant financial resources or (ii) customer programs in which the U.S. Government is the ultimate customer. A small number of customers and contracts historically have represented a significant portion of the Company's consolidated revenue. Lockheed Martin Corporation (“Lockheed Martin”) represented approximately 73 % and 77 % of consolidated revenue during the three months ended March 31, 2023 and 2022, respectively . There were no other individual customers who accounted for more than 10% of the Company’s revenue during the periods presented. The table below presents individual customers who accounted for more than 10% of the Company’s combined accounts receivable, net of allowance for credit losses, and contract assets, net of allowance for credit losses, as of the dates presented: March 31, 2023 December 31, 2022 Customer A 28 % 42 % Customer B 8 % 12 % Customer C 16 % 11 % Customer D 12 % 3 % Total 64 % 68 % |
Revenue and Receivables
Revenue and Receivables | 3 Months Ended |
Mar. 31, 2023 | |
RevenueFromContractWithCustomerAndReceivables [Abstract] | |
Revenue and Receivables | Note 2 Revenue and Receivables The Company applies the following five steps in order to recognize revenue from contracts with customers: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses whether the goods or services promised within the contract represent a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative basis using the best estimate of the stand-alone selling price of each performance obligation, which is estimated using the expected-cost-plus-margin approach. Generally, the Company’s contracts with customers are structured such that the customer has the option to purchase additional goods or services. Customer options to purchase additional goods or services do not represent a separate performance obligation as the prices for such options reflect the stand-alone selling prices for the additional goods or services. Contracts are generally priced on a firm-fixed price basis, cost-plus fee basis, or time and materials basis. The Company recognizes the transaction price allocated to the respective performance obligation as revenue as the performance obligation is satisfied. The majority of the Company's contracts with customers relate to the creation of specialized assets that do not have alternative use and entitle the Company to an enforceable right to payment for performance completed to date. Accordingly, the Company generally measures progress towards the satisfaction of a performance obligation over time using the cost-to-cost input method. Payments for costs not yet incurred or for costs incurred in anticipation of providing a good or service under a contract with a customer in the future are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. Estimate-at-Completion (“EAC”) The recognition of revenue over time using the cost-to-cost input method is dependent on the Company’s cost estimate-at-completion (”EAC”), which is subject to many variables and requires significant judgment. EAC represents the total estimated cost-at-completion and is comprised of direct material, direct labor and manufacturing overhead applicable to a performance obligation. There is a company-wide standard and periodic EAC process in which the Company reviews the progress and execution of outstanding performance obligations. As part of this process, the Company reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include the Company’s judgment about the ability and cost to achieve the schedule (e.g., the number and type of milestone events), technical requirements (e.g., a newly-developed product versus a mature product) and other contract requirements. The Company must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation (e.g., to estimate increases in wages and prices for materials and related support cost allocations), execution by subcontractors, the availability and timing of funding from customers and overhead cost rates, among other variables. Based on the results of the periodic EAC process, any adjustments to revenue, cost of sales, and the related impact to gross profit are recognized on a cumulative catch-up basis in the period they become known. These adjustments may result from positive program performance, and may result in an increase in gross profit during the performance of individual performance obligations, if it is determined the Company will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations or realizing related opportunities. Likewise, these adjustments may result in a decrease in gross profit if it is determined the Company will not be successful in mitigating these risks or realizing related opportunities. A significant change in one or more of these estimates could affect the profitability of one or more of the Company’s performance obligations. Contract modifications often relate to changes in contract specifications and requirements. Contract modifications are considered to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue either as an increase in or a reduction of revenue on a cumulative catch-up basis. Some of the Company’s long-term contracts contain award fees, incentive fees, or other provisions that can either increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. Variable consideration is estimated at the most likely amount to which the Company is expected to be entitled. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current, and forecasted) that is reasonably available. The unfunded portion of enforceable contracts are accounted for as variable consideration. For contracts in which the U.S. Government is the ultimate customer, the Company follows U.S. Government procurement and accounting standards in assessing the allowability and the allocability of costs to contracts. Due to the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if different assumptions were used or if the underlying circumstances were to change. The Company monitors the consistent application of its critical accounting policies and compliance with contract accounting. Business operations personnel conduct periodic contract status and performance reviews. When adjustments in estimated contract revenues or costs are determined, any material changes from prior estimates are included in earnings in the current period. Also, regular and recurring evaluations of contract cost, scheduling and technical matters are performed by Company personnel who are independent from the business operations personnel performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are subject to audit by the Defense Contract Audit Agency for compliance with regulatory standards. Disaggregation of Revenue Below is a summary of the Company’s accounting by type of revenue: • Mission Support: Mission support services primarily relate to the integrated design, manufacture, and assembly of satellites for customers. • Launch Support: Launch support services relate to the assistance the Company provides in the process of launching a satellite into space by identifying and securing launch opportunities with launch providers as well as coordinating and managing the activities leading up to the launch event on behalf of customers. • Operations: Operations relates to the management, operations, and communication of information of satellites that are on-orbit on behalf of a customer. • Studies, Design and Other: Studies, design and other services primarily relate to professional engineering feasibility studies and preliminary design services for customers. The following tables present the Company’s disaggregated revenue by offering and customer type for the periods presented: Three Months Ended March 31, (in thousands) 2023 2022 Mission support $ 26,591 $ 12,770 Launch support 1,087 36 Operations 194 192 Studies, design and other 326 122 Revenue $ 28,198 $ 13,120 Three Months Ended March 31, (in thousands) 2023 2022 U.S. Government contracts Fixed price $ 21,552 $ 8,492 Cost-plus fee and other 1,688 2,272 23,240 10,764 Foreign government contracts Fixed price 1,478 556 Commercial contracts Fixed price, U.S. 1,276 1,650 Fixed price, International 2,154 150 Cost-plus fee and other 50 - 3,480 1,800 Revenue $ 28,198 $ 13,120 Remaining Performance Obligations Revenue from remaining performance obligations is calculated as the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period on executed contracts, including both funded (firm orders for which funding is authorized and appropriated) and unfunded portions of such contracts. Remaining performance obligations do not include unexercised contract options and potential orders under indefinite delivery/indefinite quantity contracts. During February 2023, the Company entered into an agreement with Rivada Space Networks GmbH (“Rivada”) providing for the development, production, and operation of 300 satellites, inclusive of 12 in-orbit spares and ground station equipment, for a total purchase price of $ 2.4 billion (the “Rivada Agreement”). The agreement also includes options for additional satellites, equipment, and services, including an option for the purchase of an additional 300 satellites. Performance under the agreement will be split into a developmental phase, with amounts billed on a time and materials basis, and a firm fixed price production phase. Rivada has an option to terminate the agreement for convenience at any time and for any reason, which would result in a termination fee for work performed up to such termination. In addition, the agreement includes termination provisions for default in the event of missed delivery targets or deadlines, insolvency, or other failures to perform, which could result in the refund of all amounts paid up to such termination. Whether the Company ultimately recognizes revenue and profit on this contract is subject to a number of uncertainties including, amon g other things, its ability to successfully perform its obligations, increase its manufacturing capacity, and deliver operational satellites in a timely manner and Rivada’s continuing ability to fund contract performance and maintain its regulatory licenses for its operations. The Company anticipates to begin performing and recognizing revenue pursuant to the Rivada Agreement during the second quarter of 2023. As of March 31, 2023, the Company had approximately $ 2.5 billion of remaining performance obligations, of which $ 2.4 billion is related to the Rivada Agreement. The Company estimates that approximately 65 % - 80 % of the remaining performance obligations will be recognized as revenue by December 31, 2025 and the remainder by December 31, 2027 . Contract Assets and Contract Liabilities For each of the Company’s contracts with customers, the timing of revenue recognition, customer billings, and cash collections results in a net contract asset or liability at the end of each reporting period. Fixed-price contracts are typically billed to the customer either using progress payments, whereby amounts are billed monthly as costs are incurred or work is completed, or performance-based payments, which are based upon the achievement of specific, measurable events or accomplishments defined and valued at contract inception. Cost-type contracts are typically billed to the customer on a monthly or semi-monthly basis. Contract assets Contract assets relate to instances in which revenue recognized exceeds amounts billed to customers and are reclassified to accounts receivable when the Company has an unconditional right to the consideration and bills the customer. Contract assets are classified as current and non-current based on the estimated timing in which the Company will bill the customer and are not considered to include a significant financing component as the payment terms are intended to protect the customer in the event the Company does not perform on its obligations under the contract. The Company records an allowance for credit losses against its contract assets for amounts not expected to be recovered. The allowance is recognized at inception and is reassessed each reporting period. The allowance for credit losses on contract assets was not material for the periods presented. Contract assets from products and services for which the U.S. Government is the ultimate customer was $ 3.0 million and $ 5.3 million as of March 31, 2023 and December 31, 2022, respectively. The following is a summary of contract assets, net, recognized in the condensed consolidated balance sheets as of the dates presented: (in thousands) March 31, 2023 December 31, 2022 Contract assets, gross $ 5,439 $ 6,840 Allowance for credit losses ( 56 ) ( 77 ) Contract assets, net $ 5,383 $ 6,763 As of March 31, 2023 and December 31, 2022, all contract assets were classified as current assets. There were no material impairments of contract assets during the three months ended March 31, 2023 or 2022. Contract liabilities Contract liabilities relate to advance payments and billings in excess of revenue recognized and are recognized into revenue as the Company satisfies the underlying performance obligations. Contract liabilities are classified as current and non-current based on the estimated timing in which the Company will satisfy the underlying performance obligations and are not considered to include a significant financing component as they are generally utilized to procure materials needed to satisfy a performance obligation or are used to ensure the customer meets contractual requirements. As of March 31, 2023 and December 31, 2022, substantially all contract liabilities were classified as current liabilities. During the three months ended March 31, 2023 and 2022, the Company recognized revenue of $ 21.0 million and $ 9.6 million, respectively, that was previously included in the beginning balance of contract liabilities. Accounts Receivable Accounts receivable represent unconditional rights to consideration due from customers in the ordinary course of business and are generally due in one year or less. Accounts receivable are recorded at amortized cost less an allowance for credit losses, which is based on the Company’s assessment of the collectability of its accounts receivable. The Company reviews the adequacy of the allowance for credit losses by considering the age of each outstanding invoice and the collection history of each customer. Accounts receivable that are deemed uncollectible are charged against the allowance for credit losses when identified. Accounts receivable from products and services for which the U.S. Government is the ultimate customer was $ 0.5 million and $ 1.1 million as of March 31, 2023 and December 31, 2022, respectively. The following table presents changes in the allowance for credit losses for the periods presented: Three Months Ended March 31, (in thousands) 2023 2022 Beginning balance $ 764 $ 945 Adoption of CECL - 39 (Reversal of) provision for credit losses ( 23 ) 26 Write-offs ( 700 ) ( 127 ) Ending balance $ 41 $ 883 Reserve for Anticipated Losses on Contracts When the estimated cost-at-completion exceeds the estimated revenue to be earned for a performance obligation, the Company records a reserve for the anticipated losses in the period the loss is determined. The reserve for anticipated losses on contracts is presented as a current liability in the condensed consolidated balance sheets and as a component of cost of sales in the condensed consolidated statements of operations and comprehensive loss in accordance with ASC 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts . The Company recorded a decrease of $ 1.7 million and an increase of $ 79 thousand in cost of sales related to the reserve for anticipated losses on contracts during the three months ended March 31, 2023 and 2022, respectively. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 Inventory Inventory consists of parts and sub-assemblies that are ultimately consumed in the manufacturing and final assembly of satellites. When an item in inventory has been identified and incorporated into a specific satellite, the cost of the sub-assembly is charged to cost of sales in the condensed consolidated statements of operations and comprehensive loss. Inventory is measured at the lower of cost or net realizable value. The cost of inventory includes direct material, direct labor, and manufacturing overhead and is determined on a first-in-first-out basis. Inventory is presented net of an allowance for losses associated with excess and obsolete items, which is estimated based on the Company’s current knowledge with respect to inventory levels, planned production, and customer demand. The components of inventory as of the dates presented were as follows: (in thousands) March 31, 2023 December 31, 2022 Raw materials $ 20,853 $ 19,194 Work-in-process 7,723 4,939 Total inventory $ 28,576 $ 24,133 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, net | Note 4 Property, Plant, and Equipment, net Property, plant, and equipment, net is stated at historical cost less accumulated depreciation. Cost for company-owned satellite assets includes amounts related to design, construction, launch, and commission. Cost for ground stations includes amounts related to construction and testing. Interest is capitalized on certain qualifying assets that take a substantial period of time to develop for their intended use. Depreciation expense is calculated using the sum-of-the-years’ digits or straight-line method over the estimated useful lives of the related assets as follows: Machinery and equipment 5 - 7 years Satellites 3 - 5 years Ground station equipment 5 - 7 years Office equipment and furniture 5 - 7 years Computer equipment and software 3 - 5 years Leasehold improvements Shorter of the estimated useful life or remaining lease term The determination of the estimated useful life of company-owned satellites involves an analysis that considers design life, random part failure probabilities, expected component degradation and cycle life, predicted fuel consumption and experience with satellite parts, vendors and similar assets. Depreciation expense was $ 919 thousand and $ 846 thousand during the three months ended March 31, 2023 and 2022, respectively. Repairs and maintenance expenditures are expensed when incurred. The gross carrying amount, accumulated depreciation, and net carrying amount of property, plant, and equipment, net as of the dates presented were as follows: (in thousands) March 31, 2023 December 31, 2022 Machinery and equipment $ 14,765 $ 13,066 Satellites 2,209 2,209 Ground station equipment 1,944 1,944 Office equipment and furniture 3,455 2,958 Software 308 240 Leasehold improvements 9,768 9,734 Construction-in-process 15,033 9,467 Property, plant, and equipment, gross 47,482 39,618 Accumulated depreciation ( 16,290 ) ( 14,875 ) Property, plant, and equipment, net $ 31,192 $ 24,743 Construction-in-process primarily includes leasehold improvements, machinery, and ground station equipment not yet placed into service. The Company reviews property, plant, and equipment, net for impairment whenever events or changes in business circumstances indicate that the net carrying amount of an asset or asset group may not be fully recoverable. The Company groups assets at the lowest level for which cash flows are separately identified. Recoverability is measured by a comparison of the net carrying amount of the asset group to its expected future undiscounted cash flows. If the expected future undiscounted cash flows of the asset group are less than its net carrying amount, an impairment loss is recognized based on the amount by which the net carrying amount exceeds the fair value less costs to sell. The calculation of the fair value less costs to sell of an asset group is based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. There were no impairments of property, plant, and equipment during the three months ended March 31, 2023 and 2022 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 Debt Long-term debt (including accrued interest to be paid-in-kind) as of the presented periods was comprised of the following: (in thousands) Description Issued Maturity Interest Rate Interest Payable March 31, 2023 December 31, 2022 Francisco Partners Facility November 2021 April 2026 9.25 % Quarterly $ 120,023 $ 120,023 Lockheed Martin Rollover Debt March 2021 April 2026 9.25 % Quarterly 25,000 25,000 Beach Point Rollover Debt March 2021 April 2026 11.25 % Quarterly 31,897 31,741 Convertible Notes due 2027 October 2022 October 2027 10.00 % Quarterly 104,201 101,699 PIPE Investment Obligation March 2022 December 2025 N/A N/A 22,500 22,500 Equipment financings (1) 823 859 Finance leases 892 411 Unamortized deferred issuance costs ( 2,989 ) ( 3,073 ) Unamortized discount on debt ( 144,490 ) ( 148,801 ) Total debt 157,857 150,359 Current portion of long-term debt 9,815 7,739 Long-term debt $ 148,042 $ 142,620 (1) - Consists of equipment financing debt agreements with maturities through July 2028 , annual interest rates ranging from 6.25 % to 6.50 %, and requiring monthly payments of interest and principal. N/A - Not meaningful. There were no significant changes in the Company’s long-term debt during the three months ended March 31, 2023 . On April 3, 2023, the Company paid $ 1.875 million related to the PIPE Investment Obligation. |
Warrants and Derivatives
Warrants and Derivatives | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure of Warrants and Derivatives [Abstract] | |
Warrants and Derivatives | Note 6 Warrants and Derivatives The Company’s warrants and derivatives consist of freestanding financial instruments and embedded derivatives requiring bifurcation issued in connection with the Company’s debt and equity financing transactions. The Company does not have any derivatives designated as hedging instruments. The Company evaluates whether each warrant or derivative represents a liability-classified financial instrument within the scope of ASC 480, or either a liability-classified or equity-classified financial instrument within the scope of ASC 815, Derivatives and Hedging (“ASC 815”). Warrants and derivatives classified as liabilities are recognized at fair value in the condensed consolidated balance sheets and are remeasured at fair value as of each reporting period with changes in fair value recorded in the condensed consolidated statements of operations and comprehensive loss. Warrants and derivatives classified as equity are recognized at fair value in additional paid-in capital in the condensed consolidated balance sheets and are not subsequently remeasured. Liability-classified Warrants and Derivatives The fair values of liability-classified warrants and derivatives recorded in warrant and derivative liabilities on the condensed consolidated balance sheets as of the presented dates were as follows: (in thousands, except share and per share amounts) Number of Issuable Shares as of Issuance Maturity Exercise/Conversion Price March 31, 2023 December 31, 2022 Public Warrants 19,221,960 March 2021 March 2027 $ 11.50 $ 4,998 $ 1,922 Private Placement Warrants 78,000 March 2021 March 2027 $ 11.50 20 8 FP Combination Warrants 8,291,704 March 2022 March 2027 $ 10.00 19,486 18,573 2027 Warrants 17,253,279 October 2022 October 2027 $ 2.898 16,369 13,707 Conversion Option Derivative 35,956,013 October 2022 October 2027 $ 2.898 8,532 5,740 Warrant and derivative liabilities 80,800,956 $ 49,405 $ 39,950 There were no changes in the Company’s liability-classified w arrants and derivatives during the three months ended March 31, 2023, except for changes in fair value. The changes in liability-classified warrants and derivatives during the three months ended March 31, 2022 were predominately related to the Tailwind Two Merger and were as follows: (in thousands) Current Warrant Warrant and Derivative Total Balance as of December 31, 2021 $ 68,518 $ 5,631 $ 74,149 Initial recognition from Tailwind Two Merger - 13,124 13,124 Change in fair value of warrant and derivative liabilities 13,342 ( 1,489 ) 11,853 Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities ( 25,966 ) 25,966 - Reclassification of liability-classified warrants and derivatives to equity-classified ( 11,007 ) - ( 11,007 ) Net settlement of liability-classified warrants into common stock - ( 7,616 ) ( 7,616 ) Issuance of contingently issuable shares ( 44,887 ) - ( 44,887 ) Balance as of March 31, 2022 $ - $ 35,616 $ 35,616 Equity-classified Warrants and Derivatives In connection with the Tailwind Two Merger, the Company issued 2.8 million warrants to Lockheed Martin and Beach Point Capital at a strike price of $ 10.00 per share expiring on March 25, 2027 (the “Combination Warrants”). The Combination Warrants remained outstanding as of March 31, 2023 and December 31, 2022. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 7 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability at the measurement date (the exit price). The fair value is based on assumptions that market participants would use when pricing the asset or liability. A fair value measurement is assigned a level within the fair value hierarchy depending on the source of the inputs utilized in estimating the fair value measurement as follows: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. • Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The carrying amounts of cash and cash equivalents, accounts receivable, contract assets, contract liabilities, and accounts payable approximate their fair values due to the short-term maturities of these financial instruments. Fair Value of Legacy Terran Orbital’s Common Stock Prior to the Tailwind Two Merger, there was no public market for Legacy Terran Orbital’s common stock. As such, the fair value of Legacy Terran Orbital’s common stock was estimated using an option pricing model, which allocated the total enterprise value of the Company to the different classes of equity as of the valuation date . The significant assumptions used in the option pricing model included: (i) total enterprise value of Legacy Terran Orbital based on the guideline publicly-traded company method, guideline transaction method, market calibration method and discounted cash flow method; (ii) liquidation preferences, conversion values, and participation thresholds of different equity classes; (iii) probability-weighted time to a liquidity event; (iv) expected volatility based upon the historical and implied volatility of common stock for the Company’s selected peers; (v) expected dividend yield of zero as the Company does not have a history or plan of declaring dividends on its common stock; (vi) risk-free interest rate based on U.S. treasury bonds with a zero-coupon rate, (vii) implied valuation, timing, and probability of the Tailwind Two Merger; and (viii) a discount for the lack of marketability of Legacy Terran Orbital’s common stock at that time. The fair value of Legacy Terran Orbital’s common stock represented a Level 3 fair value measurement. Following the Tailwind Two Merger, there is a public market for Terran Orbital Corporation’s common stock and certain warrant and derivative liabilities. Accordingly, the fair value of Terran Orbital Corporation’s common stock and applicable warrant and derivative liabilities is based on the closing price on the relevant valuation date as reported on the NYSE. Warrant and Derivative Liabilities The fair values of certain warrant and derivative liabilities were estimated using the Black-Scholes option-pricing model, which uses the following significant inputs and assumptions for each security as of the valuation date: (i) the price per share of common stock, (ii) the exercise price, (iii) the risk-free interest rate, (iv) the dividend yield, (v) the contractual term, and (vi) the estimated volatility. The resulting fair values represent Level 3 fair value measurements. The fair values of certain warrant and derivative liabilities were estimated using models similar to that of the Black-Scholes option-pricing model and included additional assumptions. Depending on the circumstances and features of the instruments, additional assumptions included or consisted of: (i) the estimated counterparty credit spread based on an estimated credit rating of CCC and below, (ii) the implied valuation, timing, and probability of closing the Tailwind Two Merger, (iii) the estimated redemption rate of the Tailwind Two’s public shareholders, and (iv) a discount for the lack of marketability of Legacy Terran Orbital’s common stock. The resulting fair values represent Level 3 fair value measurements. The final fair values of certain warrants and derivatives were based on the number of shares of Terran Orbital Corporation common stock issued as part of the Tailwind Two Merger and the price per share of Terran Orbital Corporation's common stock as of the Tailwind Two Merger and represent Level 1 fair value measurements. The fair value of the Public Warrants was based on their quoted market price as of each valuation date and represents a Level 1 fair value measurement. As the Private Placement Warrants are substantially similar to the Public Warrants, their fair value was based on the quoted market price of the Public Warrants as of each valuation date and represents a Level 2 fair value measurement. The fair value of the Conversion Option Derivative was estimated as the difference in the fair value of the Convertible Notes due 2027 inclusive of the conversion option and the fair value of the Convertible Notes due 2027 exclusive of the conversion option. The fair value inclusive of the conversion option was estimated using a lattice model with the following significant inputs and assumptions: (i) time to maturity, (ii) coupon rate, (iii) discount rate based on an estimated credit rating of CCC and below, (iv) risk-free interest rate, (v) contractual features such as prepayment options, call premiums and default provisions, (vi) price per share of common stock, (vii) dividend yield, and (viii) estimated volatility. The fair value exclusive of the conversion option was estimated using a discounted cash flow method using a discount rate based on an estimated credit rating of CCC and below plus a risk-free interest rate. The resulting fair values represent Level 3 fair value measurements. The assumptions underlying the above valuations represented the Company’s best estimate, which involved inherent uncertainties and the application of judgment. If the Company had used different assumptions or estimates, the fair values above could have been materially different. Long-term Debt The following table presents the total net carrying amount and estimated fair value of the Company’s long-term debt instruments, excluding finance leases, as of the dates presented: March 31, 2023 December 31, 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value $ 156,965 $ 265,526 $ 149,948 $ 257,810 As of March 31, 2023 and December 31, 2022, the fair value of the Company's long-term debt, except as otherwise described, was estimated using a lattice model with the following significant inputs and assumptions: (i) time to maturity, (ii) coupon rate, (iii) discount rate based on an estimated credit rating of CCC and below, (iv) risk-free interest rate, and (v) contractual features such as prepayment options, call premiums and default provisions. The fair value related to Convertible Notes due 2027 was exclusive of the conversion option and estimated as described above. The fair value of long-term debt related to the PIPE Investment Obligation was estimated using a discounted cash flow method applied to the remaining quarterly payments using a discount rate based on a risk-free rate derived from constant maturity yields ranging plus a credit risk derived from an estimated credit rating of CCC and below. The resulting fair values represent Level 3 fair value measurements. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8 Shareholders’ Deficit Common Stock Subsequent to the Tailwind Two Merger, the Company was authorized to issue up to 300 million shares of common stock with a par value of $ 0.0001 per share. Each share of common stock entitles the shareholder to one vote. In May 2023, the Company amended its certificate of incorporation to increase the number of authorized shares of common stock from 300,000,000 to 600,000,000 . Tailwind Two Merger During the three months ended March 31, 2022, t he Company issued 11 million shares of common stock in exchange for the net assets of Tailwind Two, which were recognized at historical cost, in connection with the Tailwind Two Merger and issued 5.1 million shares of common stock in connection with the PIPE Investment. The Tailwind Two Merger and PIPE Investment resulted in allocated cash proceeds of $ 58.4 million with aggregate allocated third-party issuance costs of $ 48.4 million and the assumption of the Public Warrants and Private Placement Warrants with an aggregate fair value of $ 13.1 million. In addition, the Company issued 4.3 million shares of common stock as consideration for certain financing transactions in connection with the Tailwind Two Merger. Committed Equity Facility On July 5, 2022, the Company entered into a common stock purchase agreement (the “Committed Equity Facility”) with B. Riley Principal Capital II, LLC (”B. Riley”) giving the Company the right, but not the obligation, to sell to B. Riley over a 24-month period up to the lesser of (i) $ 100 million of newly issued shares of our common stock and (ii) 27,500,000 shares of the Company’s common stock. The price per share of common stock sold to B. Riley is determined by reference to the volume weighted average price of the Company’s common stock as defined within the Committed Equity Facility less a 3 % discount, subject to certain limitations and conditions. The total net proceeds that the Company will receive under the Committed Equity Facility will depend on the frequency and prices at which the Company sells common stock to B. Riley. As of March 31, 2023 and December 31, 2022, the remaining availability under the Committed Equity Facility was the lesser of 27,077,304 shares of common stock or $ 98.2 million of proceeds from the sale and issuance of common stock. Preferred Stock Subsequent to the Tailwind Two Merger, the Company is authorized to issue up to 50 million shares of preferred stock with a par value of $ 0.0001 per share. There were no shares of preferred stock issued and outstanding as of March 31, 2023 or December 31, 2022. As part of the Tailwind Two Merger, all of the convertible preferred stock of Legacy Terran Orbital was converted into approximately 10.9 million shares of Terran Orbital Corporation’s common stock. As a result of the conversion, the Company reclassified the amount of convertible preferred stock to additional paid-in capital. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9 Share-Based Compensation Share-based compensation expense totaled $ 10.2 million and $ 17.3 million during the three months ended March 31, 2023 , and 2022, respectively. Prior to the closing of the Tailwind Two Merger, all of the Company's outstanding restricted stock units (“RSUs”) included a performance condition that required a liquidity event to occur in order to vest. Accordingly, the Company previously did not recognize share-based compensation expense associated with the RSUs as their performance condition was not probable of being met until such an event occurred. Upon closing of the Tailwind Two Merger in March 2022, the Company recorded a cumulative catch-up of approximately $ 17.2 million to begin recognition of share-based compensation expense associated with these RSUs as the performance condition was met, of which $ 2.1 million was recorded to cost of sales and $ 15.1 million was recorded to selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive loss based on the classification of each employee's compensation expense. During the three months ended March 31, 2023 , the Company granted approximately 772 thousand RSUs with a weighted average grant date fair value of $ 2.03 per unit based on the public market price of the Company’s common stock as of the date of grant. These RSUs will vest over a four year period. During April 2023, the Company granted approximately 1.3 million RSUs. Approximately half of these RSUs will vest over a four year period and the remainder will vest over one year . |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 10 Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all securities having a dilutive effect on net loss, weighted-average shares of common stock outstanding, or both. The effect from potential dilutive securities included, but was not limited to: (i) incremental shares of common stock calculated using the if-converted method for the Convertible Notes due 2027 and Conversion Option Derivative, and the PIPE Investment Obligation; (ii) incremental shares of common stock calculated using the treasury stock method for warrants and share-based compensation awards; (iii) incremental shares and potential shares of common stock that were contingently issuable upon closing of the Tailwind Two Merger; and (iv) the corresponding impact to net loss associated with the preceding considerations. None of the potential dilutive securities meet the definition of a participating security. For purposes of the diluted net loss per share computation, all potentially dilutive securities were excluded because their (i) effect would be anti-dilutive, (ii) exercise price was “out-of-the-money,” or (iii) contingent issuance conditions were unsatisfied. As a result, diluted net loss per share was equal to basic net loss per share for each period presented. The table below represents the anti-dilutive securities that could potentially be dilutive in the future for the periods presented: As of March 31, (in shares of common stock) 2023 2022 Stock options 1,148,129 1,938,804 Restricted stock units 17,617,600 16,076,087 FP Combination Warrants 8,291,704 8,291,704 Combination Warrants 2,763,902 2,763,902 Public Warrants 19,221,960 11,499,960 Private Placement Warrants 78,000 7,800,000 2027 Warrants 17,253,279 — PIPE Investment Obligation 12,228,261 3,270,349 Conversion Option Derivative 35,956,013 — The computations of basic and diluted net loss per share for the periods presented were as follows: Three Months Ended March 31, (in thousands, except per share and share amounts) 2023 2022 Numerator: Net loss $ ( 54,445 ) $ ( 71,372 ) Denominator: Weighted-average shares outstanding - basic and diluted 144,062,103 83,643,940 Net loss per share - basic and diluted $ ( 0.38 ) $ ( 0.85 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 Income Taxes Provision for income taxes for the three months ended March 31, 2023 was $ 18 thousand, resulting in an effective tax rate for the period of 0.0 %. The Company had a minimal effective tax rate as a result of the continued generation of net operating losses (“NOLs”) offset by a full valuation allowance recorded on such NOLs as the Company determined it is more-likely-than-not that its NOLs will not be utilized. The remainder of the provision for income taxes was primarily related to taxable income from the Company’s foreign subsidiary. Provision for income taxes for the three months ended March 31, 2022 was $ 2 thousand, resulting in an effective tax rate for the period of 0.0 %. The Company had a minimal effective tax rate as a result of the continued generation of NOLs offset by a full valuation allowance recorded on such NOLs as the Company determined it is more-likely-than-not that its NOLs will not be utilized. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 Commitments and Contingencies Litigation and Other Legal Matters From time to time, the Company is subject to claims and lawsuits in the ordinary course of business, such as contractual disputes and employment matters. The Company is also subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. The Company records accruals for losses that are probable and reasonably estimable. These accruals are based on a variety of factors such as judgment, probability of loss, and opinions of internal and external legal counsel. Legal costs in connection with claims and lawsuits in the ordinary course of business are expensed as incurred. Class Action In February 2023, a putative class action complaint, naming the Company, its Chief Executive Officer and Chief Financial Officer, and the members of our Board of Directors as defendants, was filed in the United States District Court for the Southern District of New York, Case No. 1:23-cv-01394. The litigation was instituted by Jeffrey Mullen on behalf of himself and all others similarly situated, all of whom are current or former employees of the Company. The class action complaint asserts claims for violations of Sections 11(A), 12(a)(2) of the Securities Exchange Act of 1933, negligence, and breach of fiduciary duties, resulting from the Company’s alleged failure to timely transfer shares of common stock to current and former employee shareholders after the consummation of the Tailwind Two Merger and alleges materially false and misleading statements made in the Company’s Form S-4 Registration Statement and Proxy Prospectus relating to the process for exchanging shares in connection with the Tailwind Two Merger. The complaint seeks an award of damages, an award of reasonable costs and expenses at trial, including counsel and expert fees, and an award of such other relief as deemed appropriate by the Court. The Company intends to defend this action vigorously. Commercial Agreements In connection with the Tailwind Two Merger, the Company entered into commercial agreements to purchase an aggregate amount of $ 20 million of goods and services over three years from two affiliates of a PIPE investor, which became effective upon the closing of the Tailwind Two Merger. As of March 31, 2023 , approximately $ 15.1 million of purchase obligations remained outstanding under these commercial agreements. In 2022, the Company entered into a purchase commitment of $ 22.4 million for the procurement of components related to a customer program. As of March 31, 2023 , approximately $ 11.2 million of the commitment was outstanding. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 Related Party Transactions Lockheed Martin Lockheed Martin, directly and through its wholly-owned subsidiary Astrolink International, LLC (“Astrolink”), is a significant holder of debt and equity instruments of the Company. On June 26, 2017, the Company entered into a strategic cooperation agreement with Lockheed Martin (the “Strategic Cooperation Agreement”) pursuant to which the parties agreed to (i) collaborate on the development, production and sale of satellites for use in U.S. Government spacecraft and spacecraft procurements and (ii) establish a cooperation framework to enable the parties to enter into projects, research and development agreements and other collaborative business arrangements and “teaming activities.” On October 31, 2022, the Company and Lockheed Martin terminated the Strategic Cooperation Agreement, as amended, and entered into a new Strategic Cooperation Agreement (the “2022 SCA”), pursuant to which the parties have agreed to continue to share business development opportunities and work collaboratively on small satellite and other aerospace and defense opportunities and ventures. Unless earlier terminated, the 2022 SCA has a term of 13 years and will terminate in 2035 . During the term of the 2022 SCA, Lockheed Martin will be entitled to appoint a director to the Company’s board of directors and to appoint a separate board observer. As part of the 2022 SCA, the Company has also agreed that it will not make any public announcement with respect to, or seek approval by the board of directors of, any sale transaction or Fundamental Change (as defined in certain financing agreements) with respect to the Company, or any other extraordinary transaction involving the Company, with any other person regarding any of the foregoing, without giving prior notice to Lockheed Martin and to include Lockheed Martin in any such sale process, in each case, subject to the fiduciary duties of the board of directors and management of the Company. Revenue The Company recognized revenue from Lockheed Martin of $ 20.5 million and $ 10.3 million during the three months ended March 31, 2023 and 2022, respectively. In addition, the Company had accounts receivable due from Lockheed Martin of $ 1.5 million and $ 687 thousand as of March 31, 2023 and December 31, 2022, respectively, and contract assets from contracts with Lockheed Martin of $ 854 thousand and $ 4.1 million as of March 31, 2023 and December 31, 2022 , respectively. The Company had contract liabilities from contracts with Lockheed Martin of $ 17.7 million and $ 22.5 million as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023 and December 31, 2022, programs associated with Lockheed Martin represented approximately 5 % and 81 % of the Company's remaining performance obligations, respectively. Expenses During the three months ended March 31, 2023 , the Company incurred approximately $ 3 million of expenses in connection with engineering and research and development support provided by Lockheed Martin. GeoOptics, Inc. The Company owns a non-controlling equity interest in GeoOptics, Inc. (“GeoOptics”), a privately held company engaged in the acquisition and sale of Earth observation data and a purchaser of products and services from the Company. Additionally, one of the Company’s executive officers serves as a member of the GeoOptics board of directors. As of March 31, 2023 and December 31, 2022 , the Company’s $ 1.7 million investment in GeoOptics represented less than a 3 % ownership interest and was fully impaired. The Company recognized revenue from GeoOptics of $ 501 thousand during the three months ended March 31, 2022 . Transactions with Chairman and CEO The Company leases office space in a building beneficially owned by its Chairman and CEO with a lease term of April 1, 2021 to March 31, 2026 . The Company has a one-time right to extend the lease for a period of five additional years. The lease payments under this lease were approximately $ 59 thousand and $ 57 thousand during the three months ended March 31, 2023 and 2022, respectively. PIPE Investment Obligation An affiliate of a director and shareholder of the Company invested $ 30 million as part of the PIPE Investment in connection with the Tailwind Two Merger (the "Insider PIPE Investment") in March 2022. The subscription agreement for the Insider PIPE Investment included a provision that obligates the Company to pay the affiliate a quarterly fee of $ 1.875 million for sixteen quarters beginning with the period ending March 31, 2022 (the “PIPE Investment Obligation”). The first four quarterly payments were to be paid in cash and the remaining payments are to be paid, at the Company's option, in cash or common stock of the Company, subject to subordination to and compliance with the Company's debt facilities. The Insider PIPE Investment resulted in proceeds received of $ 30 million, of which $ 13 million was allocated to proceeds from debt and $ 17 million was allocated to proceeds from the PIPE Investment in the condensed consolidated statements of cash flows based on relative fair value. Refer to Note 5 "Debt" for further discussion. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 14 Leases As part of normal operations, the Company leases real estate and equipment from various counterparties with lease terms and maturities extending through 2032 . The following table presents the amounts reported in the Company’s condensed consolidated balance sheets related to operating and finance leases as of the dates presented: (in thousands) Classification March 31, 2023 December 31, 2022 Right-of-use assets: Operating Other assets $ 12,481 $ 12,736 Finance Property, plant, and equipment, net 992 420 Total right-of-use assets $ 13,473 $ 13,156 Lease liabilities Operating Accrued expenses and other current liabilities $ 997 $ 971 Finance Current portion of long-term debt 288 90 Operating Other liabilities 19,063 19,426 Finance Long-term debt 604 321 Total lease liabilities $ 20,952 $ 20,808 The following is a summary of the Company’s lease cost for the periods presented: Three Months Ended March 31, Lease cost ( in thousands ) 2023 2022 Operating lease cost $ 1,767 $ 1,263 Finance lease cost Amortization of right-of-use assets 31 4 Interest on lease liabilities 8 2 Variable lease costs 267 140 Total lease cost $ 2,073 $ 1,409 The following is a summary of the cash flows and supplemental information associated with the Company’s leases for the periods presented: Three Months Ended March 31, Other information ( in thousands ) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,849 $ 486 Operating cash flows from finance leases 8 2 Financing cash flows from finance leases 22 3 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 17 7,384 Finance leases 503 - Lease payments prior to commencement are classified in the condensed consolidated statements of cash flows based on the expected classification of the lease upon commencement and are excluded from the table above. In February 2023, the Company executed an operating lease for manufacturing and assembly space with an original lease term of 124 months, which is expected to commence no later than in February 2024 and has total future minimum lease payments of approximately $ 34.5 million. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Terran Orbital Corporation, formerly known as Tailwind Two Acquisition Corp. (“Tailwind Two”), together with its wholly-owned subsidiaries (the “Company”), is a leading manufacturer of satellite products primarily serving the aerospace and defense industries. The Company provides end-to-end satellite solutions by combining satellite design, production, launch planning, mission operations, and on-orbit support to meet the needs of its military, civil, and commercial customers. The Company has a foreign subsidiary based in Torino, Italy. |
Tailwind Two Merger | Tailwind Two Merger Prior to March 25, 2022, Tailwind Two was a publicly listed special purpose acquisition company incorporated as a Cayman Islands exempted company. On March 25, 2022 , Tailwind Two acquired Terran Orbital Operating Corporation, formerly known as Terran Orbital Corporation (“Legacy Terran Orbital”) (the “Tailwind Two Merger”). In connection with the Tailwind Two Merger, Tailwind Two filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, resulting in Tailwind Two becoming a Delaware corporation and changing its name from Tailwind Two to Terran Orbital Corporation. The Tailwind Two Merger resulted in Legacy Terran Orbital becoming a wholly-owned subsidiary of Terran Orbital Corporation. As a result of the Tailwind Two Merger, all of Legacy Terran Orbital's issued and outstanding common stock was converted into shares of Terran Orbital Corporation's common stock using an exchange ratio of 27.585 shares of Terran Orbital Corporation's common stock per each share of Legacy Terran Orbital's common stock. In addition, Legacy Terran Orbital's convertible preferred stock and certain warrants were exercised and converted into shares of Legacy Terran Orbital's common stock immediately prior to the Tailwind Two Merger, and in turn, were converted into shares of Terran Orbital Corporation's common stock as a result of the Tailwind Two Merger. Further, in connection with the Tailwind Two Merger, Legacy Terran Orbital's share-based compensation plan and related share-based compensation awards were cancelled and exchanged or converted, as applicable, with a new share-based compensation plan and related share-based compensation awards of Terran Orbital Corporation. In connection with the Tailwind Two Merger, the Company entered into certain debt financing transactions that resulted in a loss on extinguishment of debt of $ 23.1 million during the three months ended March 31, 2022. While Legacy Terran Orbital became a wholly-owned subsidiary of Terran Orbital Corporation, Legacy Terran Orbital was deemed to be the acquirer in the Tailwind Two Merger for accounting purposes. Accordingly, the Tailwind Two Merger was accounted for as a reverse recapitalization, in which case the condensed consolidated financial statements of the Company represent a continuation of Legacy Terran Orbital and the issuance of common stock in exchange for the net assets of Tailwind Two recognized at historical cost and no recognition of goodwill or other intangible assets. Operations prior to the Tailwind Two Merger are those of Legacy Terran Orbital and all share and per-share data included in these condensed consolidated financial statements have been retrospectively adjusted to give effect to the Tailwind Two Merger. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options and warrants were adjusted to reflect the Tailwind Two Merger. The treatment of the Tailwind Two Merger as a reverse recapitalization was based upon the pre-merger shareholders of Legacy Terran Orbital holding the majority of the voting interests of Terran Orbital Corporation, Legacy Terran Orbital's existing management team serving as the initial management team of Terran Orbital Corporation, Legacy Terran Orbital's appointment of the majority of the initial board of directors of Terran Orbital Corporation, and Legacy Terran Orbital's operations comprising the ongoing operations of the Company. In connection with the Tailwind Two Merger, approximately $ 29 million of cash and marketable securities held in trust, net of redemptions by Tailwind Two's public shareholders, became available for use by the Company as well as proceeds received from the contemporaneous sale of common stock in connection with the closing of a PIPE investment with a contractual amount of $ 51 million (the “PIPE Investment”). In addition, the Company received additional proceeds from the issuance of debt contemporaneously with the Tailwind Two Merger. The cash raised was used for general corporate purposes, the partial paydown of debt, the payment of transaction costs and the payment of other costs directly or indirectly attributable to the Tailwind Two Merger. Beginning on March 28, 2022, the Company's common stock and public warrants began trading on the New York Stock Exchange (the “NYSE”) under the symbols “LLAP” and “LLAP WS,” respectively. |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, they include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its interim results, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2022 and 2021 included in its Annual Report on Form 10-K, which was filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) on March 23, 2023 (the “2022 Annual Report”). The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date but does not include all the footnote disclosures from the annual consolidated financial statements. The condensed consolidated financial statements have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and include the accounts of Terran Orbital Corporation and its subsidiaries. All intercompany transactions have been eliminated. The Company’s accounting policies used in the preparation of these condensed consolidated financial statements do not differ from those used for the annual consolidated financial statements, unless otherwise noted. Certain prior period amounts have been reclassified to conform with current period presentation. The Company evaluates and reports its segment information based on the manner in which its Chief Executive Officer, who is the chief operating decision maker (the “CODM”), evaluates performance and allocates resources. Beginning in the fourth quarter of 2022, the Company reports its results as a single operating and reportable segment on a consolidated basis. Where applicable, prior periods have been retrospectively adjusted to reflect the Company’s current operating and reportable segment structure. There were no recently issued or recently adopted accounting pronouncements that had or are expected to have a material effect on the condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the condensed consolidated financial statements and the accompanying notes. The Company’s estimates are based on the relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions. |
COVID-19 Pandemic | COVID-19 Pandemic During March 2020, the World Health Organization (the “WHO”) declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”). The COVID-19 Pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in the financial and capital markets. The COVID-19 Pandemic has contributed to a worldwide shortage of electronic components which has resulted in longer than historically experienced lead times for such electronic components. The reduced availability to receive electronic components used in the Company’s operations has negatively affected its timing and ability to deliver products and services to customers as well as increased its costs in recent periods. In an effort to manage this disruption to its supply chain, the Company has focused on accumulating critical components to ensure an appropriate level of supply is available when needed. The Company considered the emergence and pervasive economic impact of the COVID-19 Pandemic in its assessment of its financial position, results of operations, cash flows, and certain accounting estimates as of and for the periods presented. The U.S. Government allowed the national public health emergency declaration related to the COVID-19 Pandemic to expire on May 11, 2023, and the WHO ended the global emergency status for the COVID-19 Pandemic on May 5, 2023. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the time of purchase. |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the dates presented: (in thousands) March 31, 2023 December 31, 2022 Payroll-related accruals $ 5,503 $ 5,671 Current operating lease liabilities 997 971 Accrued interest 2,019 2,107 Other current liabilities 8,123 2,972 Accrued expenses and other current liabilities $ 16,642 $ 11,721 |
Research and Development | Research and Development Research and development includes materials, labor, and overhead allocations attributable to the development of new products and solutions and significant improvements to existing products and solutions. Research and development costs are expensed as incurred and recognized in selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Research and development expense was $ 7.5 million and $ 1.9 million during the three months ended March 31, 2023 and 2022, respectively. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and contract assets. The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $ 250,000 per account. As a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. The Company regularly monitors the financial stability of these financial institutions and believes that there is no exposure to any significant credit risk in cash and cash equivalents. Concentrations of credit risk with respect to accounts receivable and contract assets are limited because a large portion of our balances are related to (i) reputable companies with significant financial resources or (ii) customer programs in which the U.S. Government is the ultimate customer. A small number of customers and contracts historically have represented a significant portion of the Company's consolidated revenue. Lockheed Martin Corporation (“Lockheed Martin”) represented approximately 73 % and 77 % of consolidated revenue during the three months ended March 31, 2023 and 2022, respectively . There were no other individual customers who accounted for more than 10% of the Company’s revenue during the periods presented. The table below presents individual customers who accounted for more than 10% of the Company’s combined accounts receivable, net of allowance for credit losses, and contract assets, net of allowance for credit losses, as of the dates presented: March 31, 2023 December 31, 2022 Customer A 28 % 42 % Customer B 8 % 12 % Customer C 16 % 11 % Customer D 12 % 3 % Total 64 % 68 % |
Revenue and Receivables | The Company applies the following five steps in order to recognize revenue from contracts with customers: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses whether the goods or services promised within the contract represent a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative basis using the best estimate of the stand-alone selling price of each performance obligation, which is estimated using the expected-cost-plus-margin approach. Generally, the Company’s contracts with customers are structured such that the customer has the option to purchase additional goods or services. Customer options to purchase additional goods or services do not represent a separate performance obligation as the prices for such options reflect the stand-alone selling prices for the additional goods or services. Contracts are generally priced on a firm-fixed price basis, cost-plus fee basis, or time and materials basis. The Company recognizes the transaction price allocated to the respective performance obligation as revenue as the performance obligation is satisfied. The majority of the Company's contracts with customers relate to the creation of specialized assets that do not have alternative use and entitle the Company to an enforceable right to payment for performance completed to date. Accordingly, the Company generally measures progress towards the satisfaction of a performance obligation over time using the cost-to-cost input method. Payments for costs not yet incurred or for costs incurred in anticipation of providing a good or service under a contract with a customer in the future are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. Estimate-at-Completion (“EAC”) The recognition of revenue over time using the cost-to-cost input method is dependent on the Company’s cost estimate-at-completion (”EAC”), which is subject to many variables and requires significant judgment. EAC represents the total estimated cost-at-completion and is comprised of direct material, direct labor and manufacturing overhead applicable to a performance obligation. There is a company-wide standard and periodic EAC process in which the Company reviews the progress and execution of outstanding performance obligations. As part of this process, the Company reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include the Company’s judgment about the ability and cost to achieve the schedule (e.g., the number and type of milestone events), technical requirements (e.g., a newly-developed product versus a mature product) and other contract requirements. The Company must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation (e.g., to estimate increases in wages and prices for materials and related support cost allocations), execution by subcontractors, the availability and timing of funding from customers and overhead cost rates, among other variables. Based on the results of the periodic EAC process, any adjustments to revenue, cost of sales, and the related impact to gross profit are recognized on a cumulative catch-up basis in the period they become known. These adjustments may result from positive program performance, and may result in an increase in gross profit during the performance of individual performance obligations, if it is determined the Company will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations or realizing related opportunities. Likewise, these adjustments may result in a decrease in gross profit if it is determined the Company will not be successful in mitigating these risks or realizing related opportunities. A significant change in one or more of these estimates could affect the profitability of one or more of the Company’s performance obligations. Contract modifications often relate to changes in contract specifications and requirements. Contract modifications are considered to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue either as an increase in or a reduction of revenue on a cumulative catch-up basis. Some of the Company’s long-term contracts contain award fees, incentive fees, or other provisions that can either increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. Variable consideration is estimated at the most likely amount to which the Company is expected to be entitled. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current, and forecasted) that is reasonably available. The unfunded portion of enforceable contracts are accounted for as variable consideration. For contracts in which the U.S. Government is the ultimate customer, the Company follows U.S. Government procurement and accounting standards in assessing the allowability and the allocability of costs to contracts. Due to the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if different assumptions were used or if the underlying circumstances were to change. The Company monitors the consistent application of its critical accounting policies and compliance with contract accounting. Business operations personnel conduct periodic contract status and performance reviews. When adjustments in estimated contract revenues or costs are determined, any material changes from prior estimates are included in earnings in the current period. Also, regular and recurring evaluations of contract cost, scheduling and technical matters are performed by Company personnel who are independent from the business operations personnel performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are subject to audit by the Defense Contract Audit Agency for compliance with regulatory standards. Disaggregation of Revenue Below is a summary of the Company’s accounting by type of revenue: • Mission Support: Mission support services primarily relate to the integrated design, manufacture, and assembly of satellites for customers. • Launch Support: Launch support services relate to the assistance the Company provides in the process of launching a satellite into space by identifying and securing launch opportunities with launch providers as well as coordinating and managing the activities leading up to the launch event on behalf of customers. • Operations: Operations relates to the management, operations, and communication of information of satellites that are on-orbit on behalf of a customer. • Studies, Design and Other: Studies, design and other services primarily relate to professional engineering feasibility studies and preliminary design services for customers. Remaining Performance Obligations Revenue from remaining performance obligations is calculated as the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period on executed contracts, including both funded (firm orders for which funding is authorized and appropriated) and unfunded portions of such contracts. Remaining performance obligations do not include unexercised contract options and potential orders under indefinite delivery/indefinite quantity contracts. During February 2023, the Company entered into an agreement with Rivada Space Networks GmbH (“Rivada”) providing for the development, production, and operation of 300 satellites, inclusive of 12 in-orbit spares and ground station equipment, for a total purchase price of $ 2.4 billion (the “Rivada Agreement”). The agreement also includes options for additional satellites, equipment, and services, including an option for the purchase of an additional 300 satellites. Performance under the agreement will be split into a developmental phase, with amounts billed on a time and materials basis, and a firm fixed price production phase. Rivada has an option to terminate the agreement for convenience at any time and for any reason, which would result in a termination fee for work performed up to such termination. In addition, the agreement includes termination provisions for default in the event of missed delivery targets or deadlines, insolvency, or other failures to perform, which could result in the refund of all amounts paid up to such termination. Whether the Company ultimately recognizes revenue and profit on this contract is subject to a number of uncertainties including, amon g other things, its ability to successfully perform its obligations, increase its manufacturing capacity, and deliver operational satellites in a timely manner and Rivada’s continuing ability to fund contract performance and maintain its regulatory licenses for its operations. The Company anticipates to begin performing and recognizing revenue pursuant to the Rivada Agreement during the second quarter of 2023. |
Contract Assets | Contract assets Contract assets relate to instances in which revenue recognized exceeds amounts billed to customers and are reclassified to accounts receivable when the Company has an unconditional right to the consideration and bills the customer. Contract assets are classified as current and non-current based on the estimated timing in which the Company will bill the customer and are not considered to include a significant financing component as the payment terms are intended to protect the customer in the event the Company does not perform on its obligations under the contract. The Company records an allowance for credit losses against its contract assets for amounts not expected to be recovered. The allowance is recognized at inception and is reassessed each reporting period. The allowance for credit losses on contract assets was not material for the periods presented. Contract assets from products and services for which the U.S. Government is the ultimate customer was $ 3.0 million and $ 5.3 million as of March 31, 2023 and December 31, 2022, respectively. |
Contract Liabilities | Contract liabilities Contract liabilities relate to advance payments and billings in excess of revenue recognized and are recognized into revenue as the Company satisfies the underlying performance obligations. Contract liabilities are classified as current and non-current based on the estimated timing in which the Company will satisfy the underlying performance obligations and are not considered to include a significant financing component as they are generally utilized to procure materials needed to satisfy a performance obligation or are used to ensure the customer meets contractual requirements. |
Accounts Receivable | Accounts Receivable Accounts receivable represent unconditional rights to consideration due from customers in the ordinary course of business and are generally due in one year or less. Accounts receivable are recorded at amortized cost less an allowance for credit losses, which is based on the Company’s assessment of the collectability of its accounts receivable. The Company reviews the adequacy of the allowance for credit losses by considering the age of each outstanding invoice and the collection history of each customer. Accounts receivable that are deemed uncollectible are charged against the allowance for credit losses when identified. |
Reserve for Anticipated Losses on Contracts | Reserve for Anticipated Losses on Contracts When the estimated cost-at-completion exceeds the estimated revenue to be earned for a performance obligation, the Company records a reserve for the anticipated losses in the period the loss is determined. The reserve for anticipated losses on contracts is presented as a current liability in the condensed consolidated balance sheets and as a component of cost of sales in the condensed consolidated statements of operations and comprehensive loss in accordance with ASC 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts . |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of the dates presented: (in thousands) March 31, 2023 December 31, 2022 Payroll-related accruals $ 5,503 $ 5,671 Current operating lease liabilities 997 971 Accrued interest 2,019 2,107 Other current liabilities 8,123 2,972 Accrued expenses and other current liabilities $ 16,642 $ 11,721 |
Summary of Individual Customers | The table below presents individual customers who accounted for more than 10% of the Company’s combined accounts receivable, net of allowance for credit losses, and contract assets, net of allowance for credit losses, as of the dates presented: March 31, 2023 December 31, 2022 Customer A 28 % 42 % Customer B 8 % 12 % Customer C 16 % 11 % Customer D 12 % 3 % Total 64 % 68 % |
Revenue and Receivables (Tables
Revenue and Receivables (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
RevenueFromContractWithCustomerAndReceivables [Abstract] | |
Summary of Disaggregated of Revenue | The following tables present the Company’s disaggregated revenue by offering and customer type for the periods presented: Three Months Ended March 31, (in thousands) 2023 2022 Mission support $ 26,591 $ 12,770 Launch support 1,087 36 Operations 194 192 Studies, design and other 326 122 Revenue $ 28,198 $ 13,120 Three Months Ended March 31, (in thousands) 2023 2022 U.S. Government contracts Fixed price $ 21,552 $ 8,492 Cost-plus fee and other 1,688 2,272 23,240 10,764 Foreign government contracts Fixed price 1,478 556 Commercial contracts Fixed price, U.S. 1,276 1,650 Fixed price, International 2,154 150 Cost-plus fee and other 50 - 3,480 1,800 Revenue $ 28,198 $ 13,120 |
Summary of Contract Assets Net, Recognized in Condensed Consolidated Balance Sheets | The following is a summary of contract assets, net, recognized in the condensed consolidated balance sheets as of the dates presented: (in thousands) March 31, 2023 December 31, 2022 Contract assets, gross $ 5,439 $ 6,840 Allowance for credit losses ( 56 ) ( 77 ) Contract assets, net $ 5,383 $ 6,763 |
Summary of Accounts Receivable, Allowance for Credit Loss | The following table presents changes in the allowance for credit losses for the periods presented: Three Months Ended March 31, (in thousands) 2023 2022 Beginning balance $ 764 $ 945 Adoption of CECL - 39 (Reversal of) provision for credit losses ( 23 ) 26 Write-offs ( 700 ) ( 127 ) Ending balance $ 41 $ 883 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory as of the dates presented were as follows: (in thousands) March 31, 2023 December 31, 2022 Raw materials $ 20,853 $ 19,194 Work-in-process 7,723 4,939 Total inventory $ 28,576 $ 24,133 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Estimated Useful Lives of Assets | Depreciation expense is calculated using the sum-of-the-years’ digits or straight-line method over the estimated useful lives of the related assets as follows: Machinery and equipment 5 - 7 years Satellites 3 - 5 years Ground station equipment 5 - 7 years Office equipment and furniture 5 - 7 years Computer equipment and software 3 - 5 years Leasehold improvements Shorter of the estimated useful life or remaining lease term |
Schedule of Property, Plant, and Equipment, net | The gross carrying amount, accumulated depreciation, and net carrying amount of property, plant, and equipment, net as of the dates presented were as follows: (in thousands) March 31, 2023 December 31, 2022 Machinery and equipment $ 14,765 $ 13,066 Satellites 2,209 2,209 Ground station equipment 1,944 1,944 Office equipment and furniture 3,455 2,958 Software 308 240 Leasehold improvements 9,768 9,734 Construction-in-process 15,033 9,467 Property, plant, and equipment, gross 47,482 39,618 Accumulated depreciation ( 16,290 ) ( 14,875 ) Property, plant, and equipment, net $ 31,192 $ 24,743 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt (including accrued interest to be paid-in-kind) as of the presented periods was comprised of the following: (in thousands) Description Issued Maturity Interest Rate Interest Payable March 31, 2023 December 31, 2022 Francisco Partners Facility November 2021 April 2026 9.25 % Quarterly $ 120,023 $ 120,023 Lockheed Martin Rollover Debt March 2021 April 2026 9.25 % Quarterly 25,000 25,000 Beach Point Rollover Debt March 2021 April 2026 11.25 % Quarterly 31,897 31,741 Convertible Notes due 2027 October 2022 October 2027 10.00 % Quarterly 104,201 101,699 PIPE Investment Obligation March 2022 December 2025 N/A N/A 22,500 22,500 Equipment financings (1) 823 859 Finance leases 892 411 Unamortized deferred issuance costs ( 2,989 ) ( 3,073 ) Unamortized discount on debt ( 144,490 ) ( 148,801 ) Total debt 157,857 150,359 Current portion of long-term debt 9,815 7,739 Long-term debt $ 148,042 $ 142,620 (1) - Consists of equipment financing debt agreements with maturities through July 2028 , annual interest rates ranging from 6.25 % to 6.50 %, and requiring monthly payments of interest and principal. N/A - Not meaningful. |
Warrants and Derivatives (Table
Warrants and Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure of Warrants and Derivatives [Abstract] | |
Schedule of Fair Value of Liability-Classified Warrants and Derivatives Recorded in Warrant Liabilities | The fair values of liability-classified warrants and derivatives recorded in warrant and derivative liabilities on the condensed consolidated balance sheets as of the presented dates were as follows: (in thousands, except share and per share amounts) Number of Issuable Shares as of Issuance Maturity Exercise/Conversion Price March 31, 2023 December 31, 2022 Public Warrants 19,221,960 March 2021 March 2027 $ 11.50 $ 4,998 $ 1,922 Private Placement Warrants 78,000 March 2021 March 2027 $ 11.50 20 8 FP Combination Warrants 8,291,704 March 2022 March 2027 $ 10.00 19,486 18,573 2027 Warrants 17,253,279 October 2022 October 2027 $ 2.898 16,369 13,707 Conversion Option Derivative 35,956,013 October 2022 October 2027 $ 2.898 8,532 5,740 Warrant and derivative liabilities 80,800,956 $ 49,405 $ 39,950 |
Schedule of Liability-Classified Warrants and Derivatives | The changes in liability-classified warrants and derivatives during the three months ended March 31, 2022 were predominately related to the Tailwind Two Merger and were as follows: (in thousands) Current Warrant Warrant and Derivative Total Balance as of December 31, 2021 $ 68,518 $ 5,631 $ 74,149 Initial recognition from Tailwind Two Merger - 13,124 13,124 Change in fair value of warrant and derivative liabilities 13,342 ( 1,489 ) 11,853 Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities ( 25,966 ) 25,966 - Reclassification of liability-classified warrants and derivatives to equity-classified ( 11,007 ) - ( 11,007 ) Net settlement of liability-classified warrants into common stock - ( 7,616 ) ( 7,616 ) Issuance of contingently issuable shares ( 44,887 ) - ( 44,887 ) Balance as of March 31, 2022 $ - $ 35,616 $ 35,616 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Net Carrying Amount and Estimated Fair Value of Long-Term Debt Instruments | The following table presents the total net carrying amount and estimated fair value of the Company’s long-term debt instruments, excluding finance leases, as of the dates presented: March 31, 2023 December 31, 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value $ 156,965 $ 265,526 $ 149,948 $ 257,810 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-Dilutive Securities that Could Potentially be Dilutive in Future | The table below represents the anti-dilutive securities that could potentially be dilutive in the future for the periods presented: As of March 31, (in shares of common stock) 2023 2022 Stock options 1,148,129 1,938,804 Restricted stock units 17,617,600 16,076,087 FP Combination Warrants 8,291,704 8,291,704 Combination Warrants 2,763,902 2,763,902 Public Warrants 19,221,960 11,499,960 Private Placement Warrants 78,000 7,800,000 2027 Warrants 17,253,279 — PIPE Investment Obligation 12,228,261 3,270,349 Conversion Option Derivative 35,956,013 — |
Schedule of Computations of Basic and Diluted Net Loss Per Share | The computations of basic and diluted net loss per share for the periods presented were as follows: Three Months Ended March 31, (in thousands, except per share and share amounts) 2023 2022 Numerator: Net loss $ ( 54,445 ) $ ( 71,372 ) Denominator: Weighted-average shares outstanding - basic and diluted 144,062,103 83,643,940 Net loss per share - basic and diluted $ ( 0.38 ) $ ( 0.85 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Condensed Consolidated Balance Sheets Related to Operating and Finance Leases | The following table presents the amounts reported in the Company’s condensed consolidated balance sheets related to operating and finance leases as of the dates presented: (in thousands) Classification March 31, 2023 December 31, 2022 Right-of-use assets: Operating Other assets $ 12,481 $ 12,736 Finance Property, plant, and equipment, net 992 420 Total right-of-use assets $ 13,473 $ 13,156 Lease liabilities Operating Accrued expenses and other current liabilities $ 997 $ 971 Finance Current portion of long-term debt 288 90 Operating Other liabilities 19,063 19,426 Finance Long-term debt 604 321 Total lease liabilities $ 20,952 $ 20,808 |
Schedule of Lease Cost | The following is a summary of the Company’s lease cost for the periods presented: Three Months Ended March 31, Lease cost ( in thousands ) 2023 2022 Operating lease cost $ 1,767 $ 1,263 Finance lease cost Amortization of right-of-use assets 31 4 Interest on lease liabilities 8 2 Variable lease costs 267 140 Total lease cost $ 2,073 $ 1,409 |
Schedule of Cash Flows and Supplemental Information | The following is a summary of the cash flows and supplemental information associated with the Company’s leases for the periods presented: Three Months Ended March 31, Other information ( in thousands ) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,849 $ 486 Operating cash flows from finance leases 8 2 Financing cash flows from finance leases 22 3 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 17 7,384 Finance leases 503 - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | ||
Mar. 25, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Loss on extinguishment of debt | $ (23,141,000) | ||
Proceeds from issuance of common stock | 14,791,000 | ||
Research and development expense | $ 7,500,000 | 1,900,000 | |
Cash, FDIC insured amount | $ 250,000 | ||
Tailwind Two Merger | |||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Business Acquisition date | Mar. 25, 2022 | ||
Loss on extinguishment of debt | $ 23,100,000 | ||
Cash and marketable securities held in trust | $ 29,000,000 | ||
Intangible assets acquired | $ 0 | ||
Tailwind Two Merger | Common Stock | |||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Exchange ratio | 0.27585 | ||
Tailwind Two Merger | PIPE investment | |||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Proceeds from issuance of common stock | $ 51,000,000 | ||
Sales Revenue | |||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Number of customers accounted more than 10% of revenue | no | ||
Sales Revenue | Customer Concentration Risk | Lockheed Martin | |||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 73% | 77% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Payroll-related accruals | $ 5,503 | $ 5,671 |
Current operating lease liabilities | 997 | 971 |
Accrued interest | 2,019 | 2,107 |
Other current liabilities | 8,123 | 2,972 |
Accrued expenses and other current liabilities | $ 16,642 | $ 11,721 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Schedule of Individual Customers Accounted for Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses (Detail) - Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses - Customer Concentration Risk | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Customer A | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 28% | 42% |
Customer B | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 8% | 12% |
Customer C | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 16% | 11% |
Customer D | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 12% | 3% |
Customer | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 64% | 68% |
Revenue and Receivables - Disag
Revenue and Receivables - Disaggregated Revenue by Offering and Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 28,198 | $ 13,120 |
U.S Government Contracts | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 23,240 | 10,764 |
U.S Government Contracts | Fixed Price | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 21,552 | 8,492 |
U.S Government Contracts | Cost-plus fee and other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,688 | 2,272 |
Foreign Government Contracts | Fixed Price | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,478 | 556 |
Commercial Contracts | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 3,480 | 1,800 |
Commercial Contracts | Fixed Price | United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,276 | 1,650 |
Commercial Contracts | Fixed Price | International | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 2,154 | 150 |
Commercial Contracts | Cost-plus fee and other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 50 | |
Mission Support | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 26,591 | 12,770 |
Launch Support | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,087 | 36 |
Operations | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 194 | 192 |
Studies Design And Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 326 | $ 122 |
Revenue and Receivables - Addit
Revenue and Receivables - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 USD ($) Satellite | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items] | ||||
Revenue, Remaining performance obligation, Amount | $ 2,500,000,000 | |||
Recognized revenue | 21,000,000 | $ 9,600,000 | ||
Impairments on contract with customer assets | 0 | 0 | ||
Accounts receivable net, Current | 2,836,000 | $ 4,754,000 | ||
Increase (decrease) in cost of sales related to reserve for anticipated losses on contracts | (1,700,000) | $ 79,000 | ||
Rivada Space Networks | ||||
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items] | ||||
Revenue, Remaining performance obligation, Amount | 2,400,000,000 | |||
Number of Satellites | Satellite | 300 | |||
Purchase Price | $ 2,400,000,000 | |||
Number of Satellites Purchased | Satellite | 300 | |||
U.S. Government | Government customers | Government Contract | ||||
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items] | ||||
Accounts receivable net, Current | 500,000 | 1,100,000 | ||
Contract asset | $ 3,000 | $ 5,300 |
Revenue and Receivables - Add_2
Revenue and Receivables - Additional Information (Details 1) | Mar. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 33 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of remaining performance obligation | 65% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of remaining performance obligation | 80% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Revenue and Receivables - Summa
Revenue and Receivables - Summary of Contract Assets Net, Recognized in Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
RevenueFromContractWithCustomerAndReceivables [Abstract] | ||
Contract assets, gross | $ 5,439 | $ 6,840 |
Allowance for credit losses | (56) | (77) |
Contract asset, net | $ 5,383 | $ 6,763 |
Revenue and Receivables - Chang
Revenue and Receivables - Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Allowance for Credit Loss [Abstract] | ||
Beginning balance | $ 764 | $ 945 |
Adoption of CECL | 39 | |
(Reversal of) provision for credit losses | (23) | 26 |
Write-offs | (700) | (127) |
Ending balance | $ 41 | $ 883 |
Inventory - Components of Inven
Inventory - Components of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 20,853 | $ 19,194 |
Work-in-process | 7,723 | 4,939 |
Total inventory | $ 28,576 | $ 24,133 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Summary of Estimated Useful Lives of Assets (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Machinery and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Satellites | Minimum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Satellites | Maximum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Ground Station Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Ground Station Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Office Equipment and Furniture | Minimum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office Equipment and Furniture | Maximum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer Equipment and Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment and Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property Plant And Equipment Useful Life Description | Shorter of the estimated useful life or remaining lease term |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 919,000 | $ 846,000 |
Impairment of property, plant and equipment | $ 0 | $ 0 |
Property, Plant, and Equipmen_5
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 47,482 | $ 39,618 |
Accumulated depreciation | (16,290) | (14,875) |
Property, plant, and equipment, net | 31,192 | 24,743 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 14,765 | 13,066 |
Satellites | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 2,209 | 2,209 |
Ground Station Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,944 | 1,944 |
Office Equipment and Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 3,455 | 2,958 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 308 | 240 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 9,768 | 9,734 |
Construction-in-Process | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 15,033 | $ 9,467 |
Debt - Summary of Long-term deb
Debt - Summary of Long-term debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||
Finance leases | $ 892 | $ 411 | |
Unamortized deferred issuance costs | (2,989) | (3,073) | |
Unamortized discount on debt | (144,490) | (148,801) | |
Total debt | 157,857 | 150,359 | |
Current portion of long-term debt | 9,815 | 7,739 | |
Long-term debt | $ 148,042 | 142,620 | |
PIPE Investment Obligation | |||
Debt Instrument [Line Items] | |||
Issued | March 2022 | ||
Maturity | December 2025 | ||
Convertible Debt | $ 22,500 | 22,500 | |
Equipment Financings | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | [1] | $ 823 | 859 |
Equipment Financings | Minimum | |||
Debt Instrument [Line Items] | |||
Interest Rate | 6.25% | ||
Equipment Financings | Maximum | |||
Debt Instrument [Line Items] | |||
Interest Rate | 6.50% | ||
Convertible Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Issued | October 2022 | ||
Maturity | October 2027 | ||
Interest Rate | 10% | ||
Interest Payable | Quarterly | ||
Long-term debt, gross | $ 104,201 | 101,699 | |
Lockheed Martin Rollover Debt | |||
Debt Instrument [Line Items] | |||
Issued | March 2021 | ||
Maturity | April 2026 | ||
Interest Rate | 9.25% | ||
Interest Payable | Quarterly | ||
Long-term debt, gross | $ 25,000 | 25,000 | |
Beach Point Rollover Debt | |||
Debt Instrument [Line Items] | |||
Issued | March 2021 | ||
Maturity | April 2026 | ||
Interest Rate | 11.25% | ||
Interest Payable | Quarterly | ||
Long-term debt, gross | $ 31,897 | 31,741 | |
Francisco Partners Note Purchase Agreement | |||
Debt Instrument [Line Items] | |||
Issued | November 2021 | ||
Maturity | April 2026 | ||
Interest Rate | 9.25% | ||
Interest Payable | Quarterly | ||
Long-term debt, gross | $ 120,023 | $ 120,023 | |
[1] Consists of equipment financing debt agreements with maturities through July 2028 , annual interest rates ranging from 6.25 % to 6.50 %, and requiring monthly payments of interest and principal. N/A - Not meaningful. |
Debt - Summary of Long-term d_2
Debt - Summary of Long-term debt (Parenthetical) (Details) - Equipment Financings | 3 Months Ended |
Mar. 31, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument maturity period | 2028-07 |
Minimum | |
Debt Instrument [Line Items] | |
Interest Rate | 6.25% |
Maximum | |
Debt Instrument [Line Items] | |
Interest Rate | 6.50% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 03, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||
Payment related to PIPE Investment Obligation | $ 518 | $ 27,171 | |
PIPE Investment Obligation | |||
Debt Instrument [Line Items] | |||
Payment related to PIPE Investment Obligation | $ 1,875 |
Warrants And Derivatives - Sche
Warrants And Derivatives - Schedule of Fair Value of Liability-Classified Warrants and Derivatives Recorded in Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 80,800,956 | |
Fair value, Warrant and derivatives noncurrent | $ 49,405 | $ 39,950 |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Warrant And Derivative Liabilities | Warrant And Derivative Liabilities |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 19,221,960 | |
Issuance | 2021-03 | |
Maturity | 2027-03 | |
Exercise Price | $ 11.50 | |
Fair value, Warrant and derivatives noncurrent | $ 4,998 | $ 1,922 |
Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 78,000 | |
Issuance | 2021-03 | |
Maturity | 2027-03 | |
Exercise Price | $ 11.50 | |
Fair value, Warrant and derivatives noncurrent | $ 20 | 8 |
FP Combination Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 8,291,704 | |
Issuance | 2022-03 | |
Maturity | 2027-03 | |
Exercise Price | $ 10 | |
Fair value, Warrant and derivatives noncurrent | $ 19,486 | 18,573 |
2027 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 17,253,279 | |
Issuance | 2022-10 | |
Maturity | 2027-10 | |
Exercise Price | $ 2.898 | |
Fair value, Warrant and derivatives noncurrent | $ 16,369 | 13,707 |
Conversion Option Derivative | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 35,956,013 | |
Issuance | 2022-10 | |
Maturity | 2027-10 | |
Exercise Price | $ 2.898 | |
Fair value, Warrant and derivatives noncurrent | $ 8,532 | $ 5,740 |
Warrants and Derivatives - Sc_2
Warrants and Derivatives - Schedule of Liability-Classified Warrants and Derivatives (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Class Of Warrant Or Right [Line Items] | |
Beginning balance | $ 74,149 |
Initial recognition from Tailwind Two Merger | 13,124 |
Change in fair value of warrant and derivative liabilities | $ 11,853 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in Fair Value of Warrants and Derivative Liabilities |
Reclassification of liability-classified warrants and derivatives to equity-classified | $ (11,007) |
Net settlement of liability-classified warrants into common stock | (7,616) |
Issuance of contingently issuable shares | (44,887) |
Ending balance | 35,616 |
Current Warrant and Derivative Liabilities | |
Class Of Warrant Or Right [Line Items] | |
Beginning balance | 68,518 |
Change in fair value of warrant and derivative liabilities | 13,342 |
Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities | (25,966) |
Reclassification of liability-classified warrants and derivatives to equity-classified | (11,007) |
Issuance of contingently issuable shares | (44,887) |
Warrant and Derivative Liabilities | |
Class Of Warrant Or Right [Line Items] | |
Beginning balance | 5,631 |
Initial recognition from Tailwind Two Merger | 13,124 |
Change in fair value of warrant and derivative liabilities | (1,489) |
Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities | 25,966 |
Net settlement of liability-classified warrants into common stock | (7,616) |
Ending balance | $ 35,616 |
Warrants and Derivatives - Addi
Warrants and Derivatives - Additional Information (Details) $ / shares in Units, shares in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Changes in warrants and derivatives | $ | $ 0 |
Combination Warrants | Merger Agreement | |
Class of Warrant or Right [Line Items] | |
Issuance of warrants | shares | 2.8 |
Warrants exercise price per share | $ / shares | $ 10 |
Warrants expiration date | Mar. 25, 2027 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Net Carrying Amount and Estimated Fair Value of Long-Term Debt Instruments (Details) - Long-term Debt - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Amount | $ 156,965 | $ 149,948 |
Fair Value | $ 265,526 | $ 257,810 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jul. 05, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 15, 2023 | |
Equity [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Voting rights | Each share of common stock entitles the shareholder to one vote. In May 2023, the Company amended its certificate of incorporation to increase the number of authorized shares of common stock from 300,000,000 to 600,000,000. | ||||
Common stock, shares issued | 144,680,223 | 142,503,771 | |||
Proceeds from issuance of common stock | $ 14,791 | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
PIPE investment | |||||
Equity [Line Items] | |||||
Common stock, shares issued | 5,100,000 | ||||
Subsequent Event | |||||
Equity [Line Items] | |||||
Common stock, shares authorized | 600,000,000 | ||||
Maximum | |||||
Equity [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | ||||
Preferred stock, shares authorized | 50,000,000 | ||||
Tailwind Two Merger | |||||
Equity [Line Items] | |||||
Issuance of common stock | 11,000,000 | ||||
Common stock, shares issued | 4,300,000 | ||||
Tailwind Two Merger | PIPE investment | |||||
Equity [Line Items] | |||||
Proceeds from issuance of common stock | $ 58,400 | ||||
Aggregate third-party issuance costs | 48,400 | ||||
Fair value of warrants | $ 13,100 | ||||
Committed Equity Facility | Maximum | |||||
Equity [Line Items] | |||||
Shares of common stock to be issued | 27,077,304 | 27,077,304 | |||
Proceeds from issuance of common stock under committed equity facility | $ 98,200 | $ 98,200 | |||
Common Stock | |||||
Equity [Line Items] | |||||
Conversion of stock | 10,947,686 | ||||
Common Stock | Committed Equity Facility | B. Riley Principal Capital II, LLC | |||||
Equity [Line Items] | |||||
Newly issued shares of common stock | 27,500,000 | ||||
Discount rate for common stock shares issued | 3% | ||||
Common Stock | Committed Equity Facility | B. Riley Principal Capital II, LLC | Maximum | |||||
Equity [Line Items] | |||||
Newly issued shares of common stock | 100,000,000 | ||||
Series A Preferred Stock | |||||
Equity [Line Items] | |||||
Conversion of stock | 10,900,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 10.2 | $ 17.3 | |
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 772 | ||
Weighted-average grant date fair value | $ 2.03 | ||
Restricted Stock Units | Subsequent Event | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 1,300 | ||
Restricted Stock Units | Half of RSUs | Subsequent Event | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted Stock Units | Remaining Portion of RSUs | Subsequent Event | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units | Tailwind Two Merger | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 17.2 | ||
Restricted Stock Units | Cost of Sales | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 2.1 | ||
Restricted Stock Units | Selling, General and Administrative Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 15.1 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Anti-Dilutive Securities that Could Potentially be Dilutive in Future (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 1,148,129 | 1,938,804 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 17,617,600 | 16,076,087 |
FP Combination Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 8,291,704 | 8,291,704 |
Combination Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 2,763,902 | 2,763,902 |
Public Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 19,221,960 | 11,499,960 |
Private Placement Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 78,000 | 7,800,000 |
2027 Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 17,253,279 | |
PIPE Investment Obligation | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 12,228,261 | 3,270,349 |
Conversion Option Derivative | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 35,956,013 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Computations of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (54,445) | $ (71,372) |
Denominator: | ||
Weighted-average shares outstanding - basic | 144,062,103 | 83,643,940 |
Weighted-average shares outstanding - diluted | 144,062,103 | 83,643,940 |
Net loss per share - basic | $ (0.38) | $ (0.85) |
Net loss per share - diluted | $ (0.38) | $ (0.85) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Provision for income taxes | $ 18 | $ 2 |
Effective tax rate | 0% | 0% |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commercial agreement to purchase | $ 20 | |
Purchase obligations outstanding | $ 15.1 | |
Purchase commitment | $ 22.4 | |
Outstanding commitment amount | $ 11.2 |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Contract assets | $ 5,383 | $ 6,763 | ||
Contract liabilities | 19,191 | 27,228 | ||
Minimum lease payments under the lease | 1,849 | $ 486 | ||
Proceeds from issuance of common stock | 14,791 | |||
PIPE Investment Obligation | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from issuance of common stock | 30,000 | |||
PIPE Investment Obligation | Proceeds From Debt | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Debt, Net of Issuance Costs | 13,000 | |||
PIPE Investment Obligation | Proceeds from PIPE Investment | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from issuance of common stock | 17,000 | |||
2022 Strategic Cooperation Agreement | ||||
Related Party Transaction [Line Items] | ||||
Strategic cooperation agreement term | 13 years | |||
Strategic cooperation agreement terminated period | 2035 | |||
GeoOptics, Inc | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 501 | |||
Equity method Investment amount | $ 1,700 | $ 1,700 | ||
GeoOptics, Inc | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Equity method investment ownership interest | 3% | 3% | ||
Lockheed Martin | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 20,500 | 10,300 | ||
Accounts receivables due from related parties | 1,500 | $ 687 | ||
Contract assets | 854 | 4,100 | ||
Contract liabilities | $ 17,700 | $ 22,500 | ||
Related party transaction percentage of remaining performance obligations | 5% | 81% | ||
Related party expense | $ 3,000 | |||
Chairman And CEO | New Lease for Office Space | ||||
Related Party Transaction [Line Items] | ||||
Lease term commence date | Apr. 01, 2021 | |||
Lease expiration date | Mar. 31, 2026 | |||
Minimum lease payments under the lease | $ 59 | $ 57 | ||
One time right to extend the lease term for additional period | 5 years | |||
Subscription Agreement | Affiliate of Daniel Staton | ||||
Related Party Transaction [Line Items] | ||||
Due to affiliate quarterly fee amount | $ 1,875 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Feb. 28, 2023 | |
Leases [Abstract] | ||
Lease terms and extending maturities | 2032 | |
Operating lease term of contract | 124 months | |
Minimum lease payments under the lease | $ 34.5 |
Leases - Schedule of Condensed
Leases - Schedule of Condensed Consolidated Balance Sheets Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating, Right-of-use assets | $ 12,481 | $ 12,736 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance, Right-of-use assets | $ 992 | $ 420 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Total right-of-use assets | $ 13,473 | $ 13,156 |
Operating, Lease liabilities | $ 997 | $ 971 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current |
Finance, Lease liabilities | $ 288 | $ 90 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Current Maturities | Long-Term Debt, Current Maturities |
Operating, Non-current liabilities | $ 19,063 | $ 19,426 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance, Non-current liabilities | $ 604 | $ 321 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Excluding Current Maturities | Long-Term Debt, Excluding Current Maturities |
Total lease liabilities | $ 20,952 | $ 20,808 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,767 | $ 1,263 |
Finance lease cost, Amortization of right-of-use assets | 31 | 4 |
Finance lease cost, Interest on lease liabilities | 8 | 2 |
Variable lease costs | 267 | 140 |
Total lease cost | $ 2,073 | $ 1,409 |
Leases - Schedule of Cash Flows
Leases - Schedule of Cash Flows and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 1,849 | $ 486 |
Operating cash flows from finance leases | 8 | 2 |
Financing cash flows from finance leases | 22 | 3 |
Right-of-use assets obtained in exchange for operating lease liabilities | 17 | 7,384 |
Right-of-use asset obtained in exchange for finance lease liabilities | $ 503 | $ 0 |