Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
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, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 | 202,053,138 | |
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 | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
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, 2024 | Dec. 31, 2023 |
Assets: | ||
Cash and cash equivalents | $ 43,701 | $ 71,663 |
Accounts receivable, net of allowance for credit losses of $191 and $182 as of March 31, 2024 and December 31, 2023, respectively | 1,642 | 14,735 |
Contract assets, net | 26,370 | 21,390 |
Inventory | 34,680 | 33,348 |
Prepaid expenses and other current assets | 22,129 | 14,843 |
Total current assets | 128,522 | 155,979 |
Property, plant, and equipment, net | 48,356 | 46,449 |
Other assets | 16,020 | 17,885 |
Total assets | 192,898 | 220,313 |
Liabilities and shareholders' deficit: | ||
Current portion of long-term debt | 12,839 | 11,740 |
Accounts payable | 24,791 | 22,850 |
Contract liabilities | 111,549 | 103,924 |
Reserve for anticipated losses on contracts | 620 | 977 |
Accrued expenses and other current liabilities | 35,719 | 14,408 |
Total current liabilities | 185,518 | 153,899 |
Long-term debt | 179,421 | 171,033 |
Warrant and derivative liabilities | 17,283 | 34,462 |
Other liabilities | 17,756 | 18,555 |
Total liabilities | 399,978 | 377,949 |
Commitments and contingencies (Note 12) | ||
Shareholders' deficit: | ||
Preferred stock - authorized 50,000,000 shares of $0.0001 par value as of March 31, 2024 and December 31, 2023; zero issued and outstanding | ||
Common stock - authorized 600,000,000 shares of $0.0001 par value as of March 31, 2024 and December 31, 2023; issued and outstanding shares of 201,279,662 and 199,413,917 as of March 31, 2024 and December 31, 2023, respectively | 20 | 20 |
Additional paid-in capital | 358,981 | 355,144 |
Accumulated deficit | (566,255) | (513,011) |
Accumulated other comprehensive income | 174 | 211 |
Total shareholders' deficit | (207,080) | (157,636) |
Total liabilities and shareholders' deficit | $ 192,898 | $ 220,313 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for credit losses | $ 191 | $ 182 |
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 | 600,000,000 | 600,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 201,279,662 | 199,413,917 |
Common stock, shares outstanding | 201,279,662 | 199,413,917 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 27,235 | $ 28,198 |
Cost of sales | 33,391 | 29,597 |
Gross loss | (6,156) | (1,399) |
Selling, general, and administrative expenses | 28,308 | 32,530 |
Loss from operations | (34,464) | (33,929) |
Interest expense, net | 13,696 | 10,934 |
Change in fair value of warrant and derivative liabilities | 5,043 | 9,455 |
Other (income) expense | (11) | 109 |
Loss before income taxes | (53,192) | (54,427) |
Provision for income taxes | 52 | 18 |
Net loss | (53,244) | (54,445) |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation adjustments | (37) | 20 |
Total comprehensive loss | $ (53,281) | $ (54,425) |
Weighted-average shares outstanding - basic | 201,442,209 | 144,062,103 |
Weighted-average shares outstanding - diluted | 201,442,209 | 144,062,103 |
Net loss per share - basic | $ (0.26) | $ (0.38) |
Net loss per share - diluted | $ (0.26) | $ (0.38) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
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 (loss), net of tax | 20 | 20 | |||
Share-based compensation | 10,166 | 10,166 | |||
Settlement of vested restricted stock units, 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 | ||||
Beginning balance at Dec. 31, 2023 | (157,636) | $ 20 | 355,144 | (513,011) | 211 |
Beginning balance, Shares at Dec. 31, 2023 | 199,413,917 | ||||
Net loss | (53,244) | (53,244) | |||
Other comprehensive income (loss), net of tax | (37) | (37) | |||
Share-based compensation | 3,816 | 3,816 | |||
Settlement of vested restricted stock units, Shares | 1,834,805 | ||||
Exercise of stock options | 21 | 21 | |||
Exercise of stock options, Shares | 30,940 | ||||
Ending balance at Mar. 31, 2024 | $ (207,080) | $ 20 | $ 358,981 | $ (566,255) | $ 174 |
Ending balance, Shares at Mar. 31, 2024 | 201,279,662 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (53,244) | $ (54,445) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,391 | 919 |
Non-cash interest expense | 9,581 | 7,053 |
Share-based compensation expense | 3,816 | 10,166 |
Provision for losses on receivables and inventory | 511 | 3 |
Change in fair value of warrant and derivative liabilities | 5,043 | 9,455 |
Amortization of operating right-of-use assets | 378 | 279 |
Other non-cash, net | 77 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 13,072 | 1,992 |
Contract assets | (5,017) | 1,423 |
Inventory | (1,309) | (3,990) |
Accounts payable | 2,844 | 1,009 |
Contract liabilities | 7,676 | (8,021) |
Reserve for anticipated losses on contracts | (357) | (1,723) |
Accrued interest | (49) | (88) |
Other, net | (8,228) | 3,145 |
Net cash used in operating activities | (22,815) | (32,823) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (2,498) | (3,162) |
Net cash used in investing activities | (2,498) | (3,162) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (2,551) | (518) |
Payment of issuance costs | (44) | |
Proceeds from exercise of stock options | 21 | 339 |
Net cash used in financing activities | (2,574) | (179) |
Effect of exchange rate fluctuations on cash and cash equivalents | (75) | 30 |
Net decrease in cash and cash equivalents | (27,962) | (36,134) |
Cash and cash equivalents at beginning of period | 71,663 | 93,561 |
Cash and cash equivalents at end of period | 43,701 | 57,427 |
Non-cash investing and financing activities: | ||
Purchases of property, plant, and equipment not yet paid | $ 405 | 5,265 |
Issuance costs not yet paid | $ 139 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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, 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. 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, 2023 and 2022 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 April 1, 2024 (the “2023 Annual Report”). The condensed consolidated balance sheet as of December 31, 2023 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. Accordingly, the Company reports its results as a single operating and reportable segment on a consolidated basis. Going Concern The condensed consolidated financial statements have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. The Company’s primary corporate debt agreements contain a covenant requiring the Company’s Consolidated Adjusted EBITDA (as defined in the underlying note agreements), on a trailing twelve month basis, to not be less than $ 0 by December 31, 2024, which date is the result of the original determination date on June 30, 2024 being extended by two fiscal quarters pursuant to contractual terms (the “EBITDA Financial Covenant”). The commencement of the EBITDA Financial Covenant may be further delayed by one quarter for every additional $ 25.0 million of net cash proceeds received from qualified equity issuances. If the Company is unable to comply with these financial covenants, the Company’s creditors may accelerate the principal and interest on the Company’s primary corporate indebtedness to be immediately due and payable. As of March 31, 2024, cash and cash equivalents totaled $ 43.7 million and debt subject to the EBITDA Financial Covenant totaled $ 292.6 million with related accrued but unpaid interest of $ 2.1 million. There is uncertainty regarding the Company’s ability to comply with the EBITDA Financial Covenant for at least twelve months from the issuance of these consolidated financial statements. To address the potential future breach of the EBITDA Financial Covenant, the Company is executing on its business plan to improve operating results. Additionally, the Company is in active discussions with funding sources to have access to additional sources of qualified equity issuances in the event needed to extend the EBITDA Financial Covenant beyond December 31, 2024. Furthermore, the Company could request waivers from existing creditors to waive the EBITDA Financial Covenant to the extent necessary. The Company cannot provide assurances that it will be successful in improving operating results, obtaining new financing, and/or receiving waivers to the EBITDA Financial Covenant. The Company’s inability to improve operating results, raise capital through qualified equity issuances, or receive waivers may negatively impact its compliance with the EBITDA Financial Covenant, which may have a material adverse impact on the Company’s financial condition. The condensed consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. 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. 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, 2024 December 31, 2023 Current warrant and derivative liabilities (1) $ 22,222 $ - Payroll-related accruals 6,249 8,248 Current operating lease liabilities 1,674 1,505 Accrued interest 2,067 2,116 Other current liabilities 3,507 2,539 Accrued expenses and other current liabilities $ 35,719 $ 14,408 (1) - Refer to Note 6 “Warrants and Derivatives” for further discussion. Research and Development Research and development includes materials, labor, and overhead 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 $ 3.4 million and $ 7.5 million during the three months ended March 31, 2024 and 2023 , 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 % of consolidated revenue during the three months ended March 31, 2024 and 2023 . There were no other individual customers who accounted for more than 10% of the Company’s revenue during these periods. 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, 2024 December 31, 2023 Customer A 88 % 82 % Customer B 0 % 12 % Total 88 % 94 % Recently Issued Accounting Pronouncements Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , improves reportable segment disclosure requirements primarily by enhancing disclosures about significant segment expenses. The guidance, among other requirements, also enhances interim disclosures, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provides new segment disclosure requirements for entities with a single reportable segment. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024. This guidance should be applied retrospectively to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , focuses on improvements to income tax disclosures, primarily related to the rate reconciliation and income tax paid information. The guidance also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024. This guidance should be applied prospectively, with retrospective application also a permitted option. Early adoption is permitted. The Company is currently evaluating the impact of this guidance |
Revenue and Receivables
Revenue and Receivables | 3 Months Ended |
Mar. 31, 2024 | |
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) 2024 2023 Mission support $ 24,171 $ 26,591 Launch support 487 1,087 Operations 1,034 194 Studies, design and other 1,543 326 Revenue $ 27,235 $ 28,198 Three Months Ended March 31, (in thousands) 2024 2023 U.S. Government contracts Fixed price $ 19,800 $ 21,552 Cost-plus fee and other 173 1,688 19,973 23,240 Foreign government contracts Fixed price 2,293 1,478 Commercial contracts Fixed price, U.S. 930 1,276 Fixed price, International 1,633 2,154 Cost-plus fee and other, U.S. 732 50 Cost-plus fee and other, International 1,674 - 4,969 3,480 Revenue $ 27,235 $ 28,198 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. The unfunded portion of enforceable contracts is accounted for as variable consideration and is reported at the estimated most likely amount to which the Company is expected to be entitled. Remaining performance obligations do not include unexercised contract options and potential orders under indefinite delivery/indefinite quantity contracts. As of March 31, 2024, the Company had approximately $ 2.7 billion of remaining performance obligations, of which $ 2.4 billion is related to the Rivada Agreement (as defined below). The Company estimates that approximately 80 % of the remaining performance obligations will be recognized as revenue by December 31, 2025 and the remainder by December 31, 2026 . 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 in order to meet the demands of the program, 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 amount of revenue recognized under the Rivada Agreement during the three months ended March 31, 2024 was $ 1.7 million. The Company did no t recognize revenue under the Rivada Agreement during the three months ended March 31, 2023. 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 $ 23.3 million and $ 19.6 million as of March 31, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Contract assets, gross $ 26,433 $ 21,444 Allowance for credit losses ( 63 ) ( 54 ) Contract assets, net $ 26,370 $ 21,390 As of March 31, 2024 and December 31, 2023, all contract assets were classified as current assets. There were no material impairments of contract assets during the three months ended March 31, 2024 or 2023. 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, 2024 and December 31, 2023, all contract liabilities were classified as current liabilities. During the three months ended March 31, 2024 and 2023 , the Company recognized revenue of $ 9.5 million and $ 21.0 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 $ 33 thousand and $ 13.3 million as of March 31, 2024 and December 31, 2023, respectively. The following table presents changes in the allowance for credit losses for the periods presented: Three Months Ended March 31, (in thousands) 2024 2023 Beginning balance $ 182 $ 764 Provision for credit losses 9 ( 23 ) Write-offs - ( 700 ) Ending balance $ 191 $ 41 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 Accounting Standards Codification (“ASC”) 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts . The Company recorded decreases of $ 0.4 million and $ 1.7 million in cost of sales related to the reserve for anticipated losses on contracts during the three months ended March 31, 2024 and 2023, respectively . |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Raw materials $ 17,917 $ 18,284 Work-in-process 16,763 15,064 Total inventory $ 34,680 $ 33,348 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
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 is included in cost of sales and selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive loss based on whether the underlying asset is used as part of manufacturing overheard or administrative overhead, respectively. Additionally, a portion of depreciation and amortization expense may be capitalized to inventory as part of manufacturing overhead. Depreciation expense was $ 2.4 million and $ 0.9 million during the three months ended March 31, 2024 and 2023, 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, 2024 December 31, 2023 Machinery and equipment $ 32,568 $ 28,321 Satellites 2,209 2,209 Ground station equipment 2,095 2,095 Office equipment and furniture 4,216 4,621 Software 1,583 1,582 Leasehold improvements 21,869 21,800 Construction-in-process 10,106 9,210 Property, plant, and equipment, gross 74,646 69,838 Accumulated depreciation ( 26,290 ) ( 23,389 ) Property, plant, and equipment, net $ 48,356 $ 46,449 Construction-in-process primarily includes machinery, leasehold improvements, 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 material impairments of property, plant, and equipment during the three months ended March 31, 2024 and 2023 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 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 32,541 32,380 Convertible Notes due 2027 October 2022 October 2027 10.00 % Quarterly 115,041 112,251 PIPE Investment Obligation March 2022 December 2025 N/A N/A 15,000 16,875 Equipment financings (1) 2,182 2,287 Finance leases (2) 6,873 4,988 Unamortized deferred issuance costs ( 2,530 ) ( 2,664 ) Unamortized discount on debt ( 121,870 ) ( 128,367 ) Total debt 192,260 182,773 Current portion of long-term debt 12,839 11,740 Long-term debt $ 179,421 $ 171,033 (1) - Consists of equipment financing debt agreements with maturities through September 2030 , annual interest rates ranging from 6.25 % to 20.05 %, and requiring monthly payments of interest and principal. (2) - Refer to Note 14 “Leases” for further discussion. There were no significant changes in the Company’s long-term debt during the three months ended March 31, 2024. In April 2024, the Company paid $ 1.875 million of principal related to the PIPE Investment Obligation, which was outstanding as of March 31, 2024 . |
Warrants and Derivatives
Warrants and Derivatives | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure of Warrants and Derivatives [Abstract] | |
Warrants and Derivatives | Note 6 Warrants and Derivatives 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, Distinguishing Liabilities from Equity , or either a liability-classified or equity-classified financial instrument within the scope of ASC 815, Derivatives and Hedging . 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, or relative fair value if issued with other financial instruments, 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 periods were as follows: (in thousands, except share and per share amounts) Number of Issuable Shares as of Issuance Maturity Exercise/Conversion Price March 31, 2024 December 31, 2023 Public Warrants 19,221,960 March 2021 March 2027 $ 11.50 $ 3,076 $ 1,346 Private Placement Warrants 78,000 March 2021 March 2027 11.50 12 5 FP Combination Warrants 8,291,704 March 2022 March 2027 10.00 - 21,476 2027 Warrants 17,253,279 October 2022 October 2027 2.898 11,465 9,842 Conversion Option Derivative 39,696,788 October 2022 October 2027 2.898 2,730 1,793 Warrant and derivative liabilities 84,541,731 $ 17,283 $ 34,462 During the three months ended March 31, 2024 , the Company received notice from the holders of the FP Combination Warrants of their intent to exercise their right to redeem the FP Combination Warrants for $ 25 million in cash on March 25, 2025. Accordingly, the Company reclassified the fair value of the FP Combination Warrants as of March 31, 2024 from warrant and derivative liabilities to accrued expenses and other current liabilities on the condensed consolidated balance sheets. The changes in liability-classified warrants and derivatives included in accrued expenses and other current liabilities on the condensed consolidated balance sheets during the three months ended March 31, 2024 were as follows: (in thousands) Current Warrant Warrant and Derivative Total Balance as of December 31, 2023 $ - $ 34,462 $ 34,462 Change in fair value of warrant and derivative liabilities - 5,043 5,043 Reclassification of warrant and derivative liabilities to current warrant and derivative liabilities 22,222 ( 22,222 ) - Balance as of March 31, 2024 $ 22,222 $ 17,283 $ 39,505 There were no significant changes in the Company’s liability-classified warrants and derivatives during the three months ended March 31, 2023, except for changes in fair value. Equity-classified Warrants and Derivatives As of March 31, 2024, the Company’s equity-classified warrants and derivatives were comprised of the following: (in thousands, except share and per share amounts) Number of Issuable Shares Issuance Maturity Exercise Price Combination Warrants 2,763,902 March 2022 March 2027 $ 10.00 RDO Warrants 29,000,000 May 2023 November 2028 1.43 Placement Agent Warrants 2,030,000 May 2023 May 2028 1.60 CMPO Warrants 23,214,290 September 2023 September 2028 1.50 CMPO Placement Agent Warrants 1,625,000 September 2023 September 2028 1.75 Total equity-classified warrants and derivatives 58,633,192 There were no significant changes to the Company’s equity-classified warrants and derivatives during the three months ended March 31, 2024 and 2023 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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 Common Stock The fair value of Terran Orbital Corporation’s common stock was based on the quoted market price as of each relevant valuation date. Warrants and Derivatives The fair values of certain warrants and derivatives 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 warrants and derivatives were estimated using models similar to that of the Black-Scholes option-pricing model and included additional assumptions, such as the estimated counterparty credit spread based on an estimated credit rating of CCC and below. 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. 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, 2024 December 31, (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value $ 185,387 $ 288,671 $ 177,785 $ 285,918 As of March 31, 2024 and December 31, 2023 , 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 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, 2024 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8 Shareholders’ Deficit Common Stock The Company is authorized to issue up to 600 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. Preferred Stock 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, 2024 or December 31, 2023. Rights Agreement On March 4, 2024, the Company entered into a Rights Agreement (the “Rights Agreement”), as amended on April 18, 2024, in order to protect the Company and its shareholders from coercive or otherwise unfair takeover tactics. The Rights Agreement imposes a significant penalty upon any person or group that acquires 15 % or more of the Company’s outstanding common stock, including through derivatives agreements, without the approval of the Company. The Rights Agreement should not interfere with any merger or other business combination approved by the Company. In connection with the Rights Agreement, the Company declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of the Company’s common stock. The dividend is payable to shareholders of record on March 14, 2024. In addition, one Right will automatically attach to each share of the Company’s common stock until the date in which the Rights become exercisable, redeemed, or expired. The Rights will initially trade with, and will be inseparable from, the Company’s common stock. Each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.0001 per share (“Preferred Shares”), for $ 5.35 , subject to adjustment under certain conditions, once the Rights become exercisable. This portion of a share of Preferred Stock would give the holder thereof approximately the same dividend, voting, and liquidation rights as would one share of the Company’s common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights. The Rights will expire in one year but may be extended for an additional two years, subject to shareholder approval. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9 Share-Based Compensation Share-based compensation expense totaled $ 3.8 million and $ 10.2 million during the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024 , the Company granted approximately 2.5 million restricted stock units (“RSUs”) with a weighted average grant date fair value of $ 1.11 per unit based on the public market price of the Company’s common stock as of the date of grant. A majority of these RSUs will vest over a four-year period. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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. Equity-classified warrants that are exercisable for nominal consideration are included in basic weighted-average shares outstanding at the time of issuance. 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; and (iii) the corresponding impact to net loss associated with the preceding considerations. The RDO Warrants and CMPO Warrants, as described in the table in Note 6 “Warrants and Derivatives,” each meet the definition of a participating security because they are entitled to participate in distributions by the Company while in the form of a warrant; however, the RDO Warrants and CMPO Warrants are not required to share in the net losses of the Company. Accordingly, these participating securities do not have an impact on basic net loss per share in periods of net loss and with no distributions. For purposes of the diluted net loss per share computation, all potentially dilutive securities were excluded because their effect would be anti-dilutive or their exercise price was “out-of-the-money.” 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) 2024 2023 Stock options 949,151 1,148,129 Restricted stock units 21,493,923 17,617,600 FP Combination Warrants 8,291,704 8,291,704 Combination Warrants 2,763,902 2,763,902 Public Warrants 19,221,960 19,221,960 Private Placement Warrants 78,000 78,000 2027 Warrants 17,253,279 17,253,279 RDO Warrants 29,000,000 — Placement Agent Warrants 2,030,000 — CMPO Warrants 23,214,290 — CMPO Placement Agent Warrants 1,625,000 — PIPE Investment Obligation 8,587,786 12,228,261 Conversion Option Derivative 39,696,788 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) 2024 2023 Numerator: Net loss $ ( 53,244 ) $ ( 54,445 ) Denominator: Weighted-average shares outstanding - basic and diluted 201,442,209 144,062,103 Net loss per share - basic and diluted $ ( 0.26 ) $ ( 0.38 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 Income Taxes Provision for income taxes for the three months ended March 31, 2024 was $ 52 thousand , resulting in an effective tax rate for the period of - 0.1 %. 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, 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 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. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 was filed in the United States District Court for the Southern District of New York (the “Court”), Case No. 1:23-cv-01394. The litigation was instituted by Jeffrey Mullen on behalf of himself and all others similarly situated. In July 2023, an amended complaint was filed by Jeffrey Mullen, Robert Irwin, Justin Carnahan and Thomas Bennett, each on behalf of himself and all others similarly situated, naming the Company, its Chief Executive Officer, and the members of Legacy Terran Orbital’s Board of Directors as defendants. The amended class action complaint (as amended, the “Complaint”) asserts claims for violations of Section 11(A) of the Securities Exchange Act of 1933 and Section 158 of the Delaware General Corporation Law, 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 in connection with its prior transaction to become a public company and alleges materially false and misleading statements made in the Company’s Form S-4 Registration Statement and Proxy Prospectus primarily relating to the process for exchanging shares in connection with its prior transaction to become a public company. 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 and filed a motion to dismiss with the Court on December 18, 2023. On February 2, 2024, the Company filed a response brief to the plaintiff’s opposition to the motion to dismiss. The motion to dismiss is currently pending with the court. Stockholder Rights Agreement On March 6, 2024, Andrew Jones filed a putative class action complaint against the Company and its Board of Directors in the Delaware Court of Chancery. The complaint objects to the Company’s implementation of the Rights Agreement, specifically a provision in the Rights Agreement which aggregates share ownership in situations where parties are “acting in concert.” The plaintiff alleges breaches of fiduciary duty and seeks to have the acting in concert provision enjoined and declared unenforceable. In April 2024, the Company amended the Rights Agreement to remove references to the defined concept of “acting in concert” that the plaintiff is seeking to declare unenforceable. The Company subsequently filed a stipulation and proposed order, which is subject to approval by the Delaware Court of Chancery, whereby the plaintiff has agreed to dismiss the claims as moot. Commercial Agreements In connection with the transaction to become a public company, 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 an investor, which became effective upon the closing of the transaction to become a public. As of March 31, 2024 , approximately $ 9.9 million of the purchase obligations remained outstanding under these commercial agreements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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”), as amended, 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 $ 19.9 million and $ 20.5 million during the three months ended March 31, 2024 and 2023, respectively. In addition, the Company had accounts receivable due from Lockheed Martin of $ 1.0 million and $ 9.6 million as of March 31, 2024 and December 31, 2023, respectively, and contract assets from contracts with Lockheed Martin of $ 23.6 million and $ 20.1 million as of March 31, 2024 and December 31, 2023 , respectively. The Company had contract liabilities from contracts with Lockheed Martin of $ 93.0 million and $ 89.1 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, programs associated with Lockheed Martin represented approximately 7 % and 8 % of the Company's remaining performance obligations, respectively. Expenses During the three months ended March 31, 2024 and 2023, the Company incurred approximately $ 0.5 million and $ 3 million of expenses in connection with engineering and research and development support provided by Lockheed Martin, respectively. Transactions with Chairman and CEO The Company leases office space in a building 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 $ 61 thousand and $ 59 thousand during the three months ended March 31, 2024 and 2023, respectively. PIPE Investment Obligation An affiliate of a director and shareholder of the Company invested $ 30 million in connection with the transaction to become a public company (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 and other contractual arrangements. Refer to Note 5 “Debt” for further discussion. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Right-of-use assets: Operating Other assets $ 11,713 $ 12,098 Finance Property, plant, and equipment, net 8,425 5,873 Total right-of-use assets $ 20,138 $ 17,971 Lease liabilities Operating Accrued expenses and other current liabilities $ 1,674 $ 1,505 Finance Current portion of long-term debt 3,017 1,929 Operating Other liabilities 17,449 17,964 Finance Long-term debt 3,856 3,059 Total lease liabilities $ 25,996 $ 24,457 The following is a summary of the Company’s lease cost for the periods presented: Three Months Ended March 31, Lease cost ( in thousands ) 2024 2023 Operating lease cost $ 1,806 $ 1,767 Finance lease cost Amortization of right-of-use assets 632 31 Interest on lease liabilities 133 8 Variable lease costs 407 267 Total lease cost $ 2,978 $ 2,073 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 ) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,766 $ 1,849 Operating cash flows from finance leases 133 8 Financing cash flows from finance leases 490 22 Right-of-use assets obtained in exchange for lease liabilities: Operating leases - 17 Finance leases 2,230 503 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. Payments prior to the commencement of finance leases totaled $ 81 thousand and $ 459 thousand during the three months ended March 31, 2024 and 2023, respectively. 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 in 2024. The total future minimum lease payments under this lease are approximately $ 34.5 million. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Terran Orbital Corporation, 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. 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, 2023 and 2022 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 April 1, 2024 (the “2023 Annual Report”). The condensed consolidated balance sheet as of December 31, 2023 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. Accordingly, the Company reports its results as a single operating and reportable segment on a consolidated basis. |
Going Concern | Going Concern The condensed consolidated financial statements have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. The Company’s primary corporate debt agreements contain a covenant requiring the Company’s Consolidated Adjusted EBITDA (as defined in the underlying note agreements), on a trailing twelve month basis, to not be less than $ 0 by December 31, 2024, which date is the result of the original determination date on June 30, 2024 being extended by two fiscal quarters pursuant to contractual terms (the “EBITDA Financial Covenant”). The commencement of the EBITDA Financial Covenant may be further delayed by one quarter for every additional $ 25.0 million of net cash proceeds received from qualified equity issuances. If the Company is unable to comply with these financial covenants, the Company’s creditors may accelerate the principal and interest on the Company’s primary corporate indebtedness to be immediately due and payable. As of March 31, 2024, cash and cash equivalents totaled $ 43.7 million and debt subject to the EBITDA Financial Covenant totaled $ 292.6 million with related accrued but unpaid interest of $ 2.1 million. There is uncertainty regarding the Company’s ability to comply with the EBITDA Financial Covenant for at least twelve months from the issuance of these consolidated financial statements. To address the potential future breach of the EBITDA Financial Covenant, the Company is executing on its business plan to improve operating results. Additionally, the Company is in active discussions with funding sources to have access to additional sources of qualified equity issuances in the event needed to extend the EBITDA Financial Covenant beyond December 31, 2024. Furthermore, the Company could request waivers from existing creditors to waive the EBITDA Financial Covenant to the extent necessary. The Company cannot provide assurances that it will be successful in improving operating results, obtaining new financing, and/or receiving waivers to the EBITDA Financial Covenant. The Company’s inability to improve operating results, raise capital through qualified equity issuances, or receive waivers may negatively impact its compliance with the EBITDA Financial Covenant, which may have a material adverse impact on the Company’s financial condition. The condensed consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. |
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. |
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, 2024 December 31, 2023 Current warrant and derivative liabilities (1) $ 22,222 $ - Payroll-related accruals 6,249 8,248 Current operating lease liabilities 1,674 1,505 Accrued interest 2,067 2,116 Other current liabilities 3,507 2,539 Accrued expenses and other current liabilities $ 35,719 $ 14,408 (1) - Refer to Note 6 “Warrants and Derivatives” for further discussion. |
Research and Development | Research and Development Research and development includes materials, labor, and overhead 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 $ 3.4 million and $ 7.5 million during the three months ended March 31, 2024 and 2023 , 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 % of consolidated revenue during the three months ended March 31, 2024 and 2023 . There were no other individual customers who accounted for more than 10% of the Company’s revenue during these periods. 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, 2024 December 31, 2023 Customer A 88 % 82 % Customer B 0 % 12 % Total 88 % 94 % |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , improves reportable segment disclosure requirements primarily by enhancing disclosures about significant segment expenses. The guidance, among other requirements, also enhances interim disclosures, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provides new segment disclosure requirements for entities with a single reportable segment. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024. This guidance should be applied retrospectively to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , focuses on improvements to income tax disclosures, primarily related to the rate reconciliation and income tax paid information. The guidance also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024. This guidance should be applied prospectively, with retrospective application also a permitted option. Early adoption is permitted. The Company is currently evaluating the impact of this guidance |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Current warrant and derivative liabilities (1) $ 22,222 $ - Payroll-related accruals 6,249 8,248 Current operating lease liabilities 1,674 1,505 Accrued interest 2,067 2,116 Other current liabilities 3,507 2,539 Accrued expenses and other current liabilities $ 35,719 $ 14,408 (1) - Refer to Note 6 “Warrants and Derivatives” for further discussion. |
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, 2024 December 31, 2023 Customer A 88 % 82 % Customer B 0 % 12 % Total 88 % 94 % |
Revenue and Receivables (Tables
Revenue and Receivables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) 2024 2023 Mission support $ 24,171 $ 26,591 Launch support 487 1,087 Operations 1,034 194 Studies, design and other 1,543 326 Revenue $ 27,235 $ 28,198 Three Months Ended March 31, (in thousands) 2024 2023 U.S. Government contracts Fixed price $ 19,800 $ 21,552 Cost-plus fee and other 173 1,688 19,973 23,240 Foreign government contracts Fixed price 2,293 1,478 Commercial contracts Fixed price, U.S. 930 1,276 Fixed price, International 1,633 2,154 Cost-plus fee and other, U.S. 732 50 Cost-plus fee and other, International 1,674 - 4,969 3,480 Revenue $ 27,235 $ 28,198 |
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, 2024 December 31, 2023 Contract assets, gross $ 26,433 $ 21,444 Allowance for credit losses ( 63 ) ( 54 ) Contract assets, net $ 26,370 $ 21,390 |
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) 2024 2023 Beginning balance $ 182 $ 764 Provision for credit losses 9 ( 23 ) Write-offs - ( 700 ) Ending balance $ 191 $ 41 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory as of the dates presented were as follows: (in thousands) March 31, 2024 December 31, 2023 Raw materials $ 17,917 $ 18,284 Work-in-process 16,763 15,064 Total inventory $ 34,680 $ 33,348 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Machinery and equipment $ 32,568 $ 28,321 Satellites 2,209 2,209 Ground station equipment 2,095 2,095 Office equipment and furniture 4,216 4,621 Software 1,583 1,582 Leasehold improvements 21,869 21,800 Construction-in-process 10,106 9,210 Property, plant, and equipment, gross 74,646 69,838 Accumulated depreciation ( 26,290 ) ( 23,389 ) Property, plant, and equipment, net $ 48,356 $ 46,449 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 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 32,541 32,380 Convertible Notes due 2027 October 2022 October 2027 10.00 % Quarterly 115,041 112,251 PIPE Investment Obligation March 2022 December 2025 N/A N/A 15,000 16,875 Equipment financings (1) 2,182 2,287 Finance leases (2) 6,873 4,988 Unamortized deferred issuance costs ( 2,530 ) ( 2,664 ) Unamortized discount on debt ( 121,870 ) ( 128,367 ) Total debt 192,260 182,773 Current portion of long-term debt 12,839 11,740 Long-term debt $ 179,421 $ 171,033 (1) - Consists of equipment financing debt agreements with maturities through September 2030 , annual interest rates ranging from 6.25 % to 20.05 %, and requiring monthly payments of interest and principal. (2) - Refer to Note 14 “Leases” for further discussion. |
Warrants and Derivatives (Table
Warrants and Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 periods were as follows: (in thousands, except share and per share amounts) Number of Issuable Shares as of Issuance Maturity Exercise/Conversion Price March 31, 2024 December 31, 2023 Public Warrants 19,221,960 March 2021 March 2027 $ 11.50 $ 3,076 $ 1,346 Private Placement Warrants 78,000 March 2021 March 2027 11.50 12 5 FP Combination Warrants 8,291,704 March 2022 March 2027 10.00 - 21,476 2027 Warrants 17,253,279 October 2022 October 2027 2.898 11,465 9,842 Conversion Option Derivative 39,696,788 October 2022 October 2027 2.898 2,730 1,793 Warrant and derivative liabilities 84,541,731 $ 17,283 $ 34,462 |
Schedule of Liability-Classified Warrants and Derivatives | The changes in liability-classified warrants and derivatives included in accrued expenses and other current liabilities on the condensed consolidated balance sheets during the three months ended March 31, 2024 were as follows: (in thousands) Current Warrant Warrant and Derivative Total Balance as of December 31, 2023 $ - $ 34,462 $ 34,462 Change in fair value of warrant and derivative liabilities - 5,043 5,043 Reclassification of warrant and derivative liabilities to current warrant and derivative liabilities 22,222 ( 22,222 ) - Balance as of March 31, 2024 $ 22,222 $ 17,283 $ 39,505 There were no significant changes in the Company’s liability-classified warrants and derivatives during the three months ended March 31, 2023, except for changes in fair value. |
Schedule of Equity Classified Warrants And Derivatives | As of March 31, 2024, the Company’s equity-classified warrants and derivatives were comprised of the following: (in thousands, except share and per share amounts) Number of Issuable Shares Issuance Maturity Exercise Price Combination Warrants 2,763,902 March 2022 March 2027 $ 10.00 RDO Warrants 29,000,000 May 2023 November 2028 1.43 Placement Agent Warrants 2,030,000 May 2023 May 2028 1.60 CMPO Warrants 23,214,290 September 2023 September 2028 1.50 CMPO Placement Agent Warrants 1,625,000 September 2023 September 2028 1.75 Total equity-classified warrants and derivatives 58,633,192 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value $ 185,387 $ 288,671 $ 177,785 $ 285,918 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) 2024 2023 Stock options 949,151 1,148,129 Restricted stock units 21,493,923 17,617,600 FP Combination Warrants 8,291,704 8,291,704 Combination Warrants 2,763,902 2,763,902 Public Warrants 19,221,960 19,221,960 Private Placement Warrants 78,000 78,000 2027 Warrants 17,253,279 17,253,279 RDO Warrants 29,000,000 — Placement Agent Warrants 2,030,000 — CMPO Warrants 23,214,290 — CMPO Placement Agent Warrants 1,625,000 — PIPE Investment Obligation 8,587,786 12,228,261 Conversion Option Derivative 39,696,788 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) 2024 2023 Numerator: Net loss $ ( 53,244 ) $ ( 54,445 ) Denominator: Weighted-average shares outstanding - basic and diluted 201,442,209 144,062,103 Net loss per share - basic and diluted $ ( 0.26 ) $ ( 0.38 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Right-of-use assets: Operating Other assets $ 11,713 $ 12,098 Finance Property, plant, and equipment, net 8,425 5,873 Total right-of-use assets $ 20,138 $ 17,971 Lease liabilities Operating Accrued expenses and other current liabilities $ 1,674 $ 1,505 Finance Current portion of long-term debt 3,017 1,929 Operating Other liabilities 17,449 17,964 Finance Long-term debt 3,856 3,059 Total lease liabilities $ 25,996 $ 24,457 |
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 ) 2024 2023 Operating lease cost $ 1,806 $ 1,767 Finance lease cost Amortization of right-of-use assets 632 31 Interest on lease liabilities 133 8 Variable lease costs 407 267 Total lease cost $ 2,978 $ 2,073 |
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 ) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,766 $ 1,849 Operating cash flows from finance leases 133 8 Financing cash flows from finance leases 490 22 Right-of-use assets obtained in exchange for lease liabilities: Operating leases - 17 Finance leases 2,230 503 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Research and development expense | $ 3,400,000 | $ 7,500,000 | |
Cash, FDIC insured amount | 250,000 | ||
Corporate debt agreements required consolidated adjusted EBITDA | $ 0 | ||
Debt agreement original determination date | Jun. 30, 2024 | ||
Net cash proceeds received from qualified equity issuances | $ 25,000,000 | ||
Cash and cash equivalents | 43,701,000 | $ 71,663,000 | |
Debt subject to the EBITDA Financial Covenant | 292,600,000 | ||
Accrued but unpaid interest | $ 2,100,000 | ||
Sales Revenue | |||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Number of customers accounted more than 10% of revenue | 0 | 0 | |
Sales Revenue | Customer Concentration Risk | Lockheed Martin | |||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 73% | 73% |
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, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Current warrant and derivative liabilities | [1] | $ 22,222 | $ 0 |
Payroll-related accruals | 6,249 | 8,248 | |
Current operating lease liabilities | 1,674 | 1,505 | |
Accrued interest | 2,067 | 2,116 | |
Other current liabilities | 3,507 | 2,539 | |
Accrued expenses and other current liabilities | $ 35,719 | $ 14,408 | |
[1] (1) - Refer to Note 6 “Warrants and Derivatives” for further discussion. |
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, 2024 | Dec. 31, 2023 | |
Customer A | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 88% | 82% |
Customer B | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 0% | 12% |
Customer | ||
Schedule of Organization and Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk Percentage | 88% | 94% |
Revenue and Receivables - Disag
Revenue and Receivables - Disaggregated Revenue by Offering and Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 27,235 | $ 28,198 |
U.S Government Contracts | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 19,973 | 23,240 |
U.S Government Contracts | Fixed Price | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 19,800 | 21,552 |
U.S Government Contracts | Cost-plus fee and other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 173 | 1,688 |
Foreign Government Contracts | Fixed Price | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 2,293 | 1,478 |
Commercial Contracts | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 4,969 | 3,480 |
Commercial Contracts | Fixed Price | United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 930 | 1,276 |
Commercial Contracts | Fixed Price | International | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,633 | 2,154 |
Commercial Contracts | Cost-plus fee and other | United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 732 | 50 |
Commercial Contracts | Cost-plus fee and other | International | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,674 | |
Mission Support | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 24,171 | 26,591 |
Launch Support | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 487 | 1,087 |
Operations | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,034 | 194 |
Studies Design And Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 1,543 | $ 326 |
Revenue and Receivables - Addit
Revenue and Receivables - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 USD ($) Satellite | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items] | ||||
Revenue, Remaining performance obligation, Amount | $ 2,700,000,000 | |||
Recognized revenue | 9,500,000 | $ 21,000,000 | ||
Impairments on contract with customer assets | 0 | 0 | ||
Accounts receivable net, Current | 1,642,000 | $ 14,735,000 | ||
Increase (decrease) in cost of sales related to reserve for anticipated losses on contracts | (400,000) | (1,700,000) | ||
Rivada Space Networks | ||||
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items] | ||||
Revenue, Remaining performance obligation, Amount | 2,400,000 | |||
Recognized revenue | 1,700,000 | $ 0 | ||
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 | 33,000 | 13,300,000 | ||
Contract asset | $ 23,300,000 | $ 19,600,000 |
Revenue and Receivables - Add_2
Revenue and Receivables - Additional Information (Details 1) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | $ 2,700 |
Rivada Space Networks | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | $ 2.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year 9 months |
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 | 2 years |
Revenue and Receivables - Summa
Revenue and Receivables - Summary of Contract Assets Net, Recognized in Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
RevenueFromContractWithCustomerAndReceivables [Abstract] | ||
Contract assets, gross | $ 26,433 | $ 21,444 |
Allowance for credit losses | (63) | (54) |
Contract asset, net | $ 26,370 | $ 21,390 |
Revenue and Receivables - Chang
Revenue and Receivables - Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Allowance for Credit Loss [Abstract] | ||
Beginning balance | $ 182 | $ 764 |
Provision for credit losses | 9 | (23) |
Write-offs | (700) | |
Ending balance | $ 191 | $ 41 |
Inventory - Components of Inven
Inventory - Components of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 17,917 | $ 18,284 |
Work-in-process | 16,763 | 15,064 |
Total inventory | $ 34,680 | $ 33,348 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Summary of Estimated Useful Lives of Assets (Details) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,400,000 | $ 900,000 |
Material 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, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 74,646 | $ 69,838 |
Accumulated depreciation | (26,290) | (23,389) |
Property, plant, and equipment, net | 48,356 | 46,449 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 32,568 | 28,321 |
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 | 2,095 | 2,095 |
Office Equipment and Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 4,216 | 4,621 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,583 | 1,582 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 21,869 | 21,800 |
Construction-in-Process | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 10,106 | $ 9,210 |
Debt - Summary of Long-term deb
Debt - Summary of Long-term debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | ||
Debt Instrument [Line Items] | |||
Finance leases | [1] | $ 6,873 | $ 4,988 |
Unamortized deferred issuance costs | (2,530) | (2,664) | |
Unamortized discount on debt | (121,870) | (128,367) | |
Total debt | 192,260 | 182,773 | |
Current portion of long-term debt | 12,839 | 11,740 | |
Long-term debt | $ 179,421 | 171,033 | |
PIPE Investment Obligation | |||
Debt Instrument [Line Items] | |||
Issued | March 2022 | ||
Maturity | December 2025 | ||
Convertible Debt | $ 15,000 | 16,875 | |
Equipment Financings | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | [2] | $ 2,182 | 2,287 |
Equipment Financings | Minimum | |||
Debt Instrument [Line Items] | |||
Interest Rate | 6.25% | ||
Equipment Financings | Maximum | |||
Debt Instrument [Line Items] | |||
Interest Rate | 20.05% | ||
Convertible Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Issued | October 2022 | ||
Maturity | October 2027 | ||
Interest Rate | 10% | ||
Interest Payable | Quarterly | ||
Long-term debt, gross | $ 115,041 | 112,251 | |
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 | $ 32,541 | 32,380 | |
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] Refer to Note 14 “Leases” for further discussion. Consists of equipment financing debt agreements with maturities through September 2030 , annual interest rates ranging from 6.25 % to 20.05 %, and requiring monthly payments of interest and principal. |
Debt - Summary of Long-term d_2
Debt - Summary of Long-term debt (Parenthetical) (Details) - Equipment Financings | 3 Months Ended |
Mar. 31, 2024 | |
Debt Instrument [Line Items] | |
Debt instrument maturity period | 2030-09 |
Minimum | |
Debt Instrument [Line Items] | |
Interest Rate | 6.25% |
Maximum | |
Debt Instrument [Line Items] | |
Interest Rate | 20.05% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||
Payment related to PIPE Investment Obligation | $ 2,551 | $ 518 | |
Subsequent Event | 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, 2024 | Dec. 31, 2023 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 84,541,731 | |
Fair value, Warrant and derivatives noncurrent | $ 17,283 | $ 34,462 |
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/Conversion Price | $ 11.50 | |
Fair value, Warrant and derivatives noncurrent | $ 3,076 | $ 1,346 |
Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 78,000 | |
Issuance | 2021-03 | |
Maturity | 2027-03 | |
Exercise/Conversion Price | $ 11.50 | |
Fair value, Warrant and derivatives noncurrent | $ 12 | 5 |
FP Combination Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 8,291,704 | |
Issuance | 2022-03 | |
Maturity | 2027-03 | |
Exercise/Conversion Price | $ 10 | |
Fair value, Warrant and derivatives noncurrent | 21,476 | |
2027 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 17,253,279 | |
Issuance | 2022-10 | |
Maturity | 2027-10 | |
Exercise/Conversion Price | $ 2.898 | |
Fair value, Warrant and derivatives noncurrent | $ 11,465 | 9,842 |
Conversion Option Derivative | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Issuable Shares | 39,696,788 | |
Issuance | 2022-10 | |
Maturity | 2027-10 | |
Exercise/Conversion Price | $ 2.898 | |
Fair value, Warrant and derivatives noncurrent | $ 2,730 | $ 1,793 |
Warrants and Derivatives - Sc_2
Warrants and Derivatives - Schedule of Liability-Classified Warrants and Derivatives (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Class Of Warrant Or Right [Line Items] | |
Beginning balance | $ 34,462 |
Change in fair value of warrant and derivative liabilities | $ 5,043 |
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 |
Ending balance | $ 39,505 |
Current Warrant and Derivative Liabilities | |
Class Of Warrant Or Right [Line Items] | |
Reclassification of warrant and derivative liabilities to current warrant and derivative liabilities | 22,222 |
Ending balance | 22,222 |
Warrant and Derivative Liabilities | |
Class Of Warrant Or Right [Line Items] | |
Beginning balance | 34,462 |
Change in fair value of warrant and derivative liabilities | 5,043 |
Reclassification of warrant and derivative liabilities to current warrant and derivative liabilities | (22,222) |
Ending balance | $ 17,283 |
Warrants and Derivatives - Sc_3
Warrants and Derivatives - Schedule of Equity-Classified Warrants and Derivatives (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of Issuable Shares | 58,633,192 | |
Combination Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of Issuable Shares | 2,763,902 | 2,763,902 |
Issuance | March 2022 | |
Maturity | March 2027 | |
Exercise/Conversion Price | $ 10 | |
RDO Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of Issuable Shares | 29,000,000 | |
Issuance | May 2023 | |
Maturity | November 2028 | |
Exercise/Conversion Price | $ 1.43 | |
Placement Agent Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of Issuable Shares | 2,030,000 | |
Issuance | May 2023 | |
Maturity | May 2028 | |
Exercise/Conversion Price | $ 1.60 | |
CMPO Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of Issuable Shares | 23,214,290 | |
Issuance | September 2023 | |
Maturity | September 2028 | |
Exercise/Conversion Price | $ 1.50 | |
CMPO Placement Agent Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of Issuable Shares | 1,625,000 | |
Issuance | September 2023 | |
Maturity | September 2028 | |
Exercise/Conversion Price | $ 1.75 |
Warrants and Derivatives - Addi
Warrants and Derivatives - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
Proceeds from sale and issuance of equity | $ 25,000 | |
Warrants to purchase common stock | 84,541,731 | |
Third party issuance costs | $ 44 | |
FP Combination Warrants | ||
Class of Warrant or Right [Line Items] | ||
warrant exercise right to redeem in cash | 25,000 | |
Equity-classified Warrants and Derivatives | ||
Class of Warrant or Right [Line Items] | ||
Changes in warrants and derivatives | $ 0 | $ 0 |
Liability-classified warrants and derivatives | ||
Class of Warrant or Right [Line Items] | ||
Changes in warrants and derivatives | $ 0 |
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, 2024 | Dec. 31, 2023 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Amount | $ 185,387 | $ 177,785 |
Fair Value | $ 288,671 | $ 285,918 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 04, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Line Items] | |||
Common stock, shares authorized | 600,000,000 | 600,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Voting rights | Each share of common stock entitles the shareholder to one vote. | ||
Common stock, shares issued | 201,279,662 | 199,413,917 | |
Payments of stock issuance costs | $ 44 | ||
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 | |
Rights Agreement | |||
Equity [Line Items] | |||
Acquire percentage | 15% | ||
Maximum | |||
Equity [Line Items] | |||
Common stock, shares authorized | 600,000,000 | ||
Preferred stock, shares authorized | 50,000,000 | ||
Series A Junior Participating Preferred Stock | Rights Agreement | |||
Equity [Line Items] | |||
Preferred stock, par value | $ 0.0001 | ||
Warrants exercise price per share | $ 5.35 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 3.8 | $ 10.2 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted | 2.5 | |
Weighted-average grant date fair value | $ 1.11 | |
Restricted Stock Units | Half of RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 4 years |
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, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 58,633,192 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 949,151 | 1,148,129 |
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 | 21,493,923 | 17,617,600 |
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 | 19,221,960 |
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 | 78,000 |
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 | 17,253,279 |
RDO Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 29,000,000 | |
Placement Agent Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 2,030,000 | |
CMPO Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 23,214,290 | |
CMPO Placement Agent Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 1,625,000 | |
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 | 8,587,786 | 12,228,261 |
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 | 39,696,788 | 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, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (53,244) | $ (54,445) |
Denominator: | ||
Weighted-average shares outstanding - basic | 201,442,209 | 144,062,103 |
Weighted-average shares outstanding - diluted | 201,442,209 | 144,062,103 |
Net loss per share - basic | $ (0.26) | $ (0.38) |
Net loss per share - diluted | $ (0.26) | $ (0.38) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Contingency [Line Items] | ||
Provision for income taxes | $ 52 | $ 18 |
Effective tax rate | (0.10%) | 0% |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Commercial agreement to purchase | $ 20 |
Purchase obligations outstanding | $ 9.9 |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 25, 2022 | |
Related Party Transaction [Line Items] | ||||||
Contract assets | $ 26,370 | $ 21,390 | ||||
Contract liabilities | 111,549 | 103,924 | ||||
Minimum lease payments under the lease | 1,766 | $ 1,849 | ||||
PIPE Investment Obligation | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of common stock | $ 30,000 | |||||
2022 Strategic Cooperation Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Strategic cooperation agreement term | 13 years | |||||
Strategic cooperation agreement terminated period | 2035 | |||||
Lockheed Martin | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 19,900 | 20,500 | ||||
Accounts receivables due from related parties | 1,000 | 9,600 | ||||
Contract assets | 23,600 | 20,100 | ||||
Contract liabilities | $ 93,000 | $ 89,100 | ||||
Related party transaction percentage of remaining performance obligations | 7% | 8% | ||||
Related party expense | $ 500 | 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 | $ 61 | $ 59 | ||||
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 Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Feb. 28, 2023 | |
Leases [Abstract] | |||
Lease terms and extending maturities | 2032 | ||
Lease payments prior to commencement of finance leases | $ 81 | $ 459 | |
Operating lease term of contract | 124 months | ||
Minimum lease payments under the lease | $ 34,500 |
Leases - Schedule of Condensed
Leases - Schedule of Condensed Consolidated Balance Sheets Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating, Right-of-use assets | $ 11,713 | $ 12,098 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance, Right-of-use assets | $ 8,425 | $ 5,873 |
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 | $ 20,138 | $ 17,971 |
Operating, Lease liabilities | $ 1,674 | $ 1,505 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current |
Finance, Lease liabilities | $ 3,017 | $ 1,929 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Current Maturities | Long-Term Debt, Current Maturities |
Operating, Non-current liabilities | $ 17,449 | $ 17,964 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance, Non-current liabilities | $ 3,856 | $ 3,059 |
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 | $ 25,996 | $ 24,457 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,806 | $ 1,767 |
Finance lease cost, Amortization of right-of-use assets | 632 | 31 |
Finance lease cost, Interest on lease liabilities | 133 | 8 |
Variable lease costs | 407 | 267 |
Total lease cost | $ 2,978 | $ 2,073 |
Leases - Schedule of Cash Flows
Leases - Schedule of Cash Flows and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 1,766 | $ 1,849 |
Operating cash flows from finance leases | 133 | 8 |
Financing cash flows from finance leases | 490 | 22 |
Right-of-use assets obtained in exchange for operating lease liabilities | 17 | |
Right-of-use asset obtained in exchange for finance lease liabilities | $ 2,230 | $ 503 |