Notes to Editor: All dollar amounts in this press release are expressed in U.S. dollars, unless otherwise stated.
+ USE OF NON-GAAP FINANCIAL MEASURES
We supplement the reporting of our financial information determined under Generally Accepted Accounting Principles in the United States of America (“GAAP”) with certain non-GAAP financial information. The non-GAAP financial information presented excludes certain significant items that may not be indicative of, or are unrelated to, results from our ongoing business operations. We believe that these non-GAAP measures provide investors with additional insight into the company's ongoing business performance. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Reconciliation of the non-GAAP financial information to the corresponding GAAP measures for the historical periods disclosed are included at the end of the tables in this press release. We have not provided a reconciliation for forward-looking non GAAP financial measures because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount and timing of adjustments that are used to calculate these non-GAAP financial measures, particularly related to stock based compensation and its related tax effects. The following definitions are provided:
+ ADJUSTED EDITDA
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from net income or loss to determine Adjusted EBITDA. Management believes this measure provides investors meaningful insight into results from ongoing operations.
+ OTHER NON-GAAP FINANCIAL MEASURES
Non-GAAP gross profit, research and development, net, selling, general and administrative, operating expenses, operating loss and total other income (expense), net, further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from the applicable GAAP financial measure. Management believes these non-GAAP measures provide investors meaningful insight into results from ongoing operations.
ROCKET LAB U.S.A., INC. AND SUBSIDIARIES |
||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||||||||||
FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2022 AND 2021 |
||||||||||||||||
(unaudited; in thousands, except share and per share data) |
||||||||||||||||
|
|
Three Months Ended December 31, |
|
Years Ended December 31, |
||||||||||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Revenues |
|
$ |
51,762 |
|
|
$ |
27,478 |
|
|
$ |
210,996 |
|
|
$ |
62,237 |
|
Cost of revenues |
|
|
49,932 |
|
|
|
20,793 |
|
|
|
192,006 |
|
|
|
64,130 |
|
Gross profit (loss) |
|
|
1,830 |
|
|
|
6,685 |
|
|
|
18,990 |
|
|
|
(1,893 |
) |
| Operating expenses: |
|
|
|
|
|
|
|
|
||||||||
| Research and development, net |
|
|
15,018 |
|
|
|
11,968 |
|
|
|
65,168 |
|
|
|
41,765 |
|
| Selling, general and administrative |
|
|
24,035 |
|
|
|
19,048 |
|
|
|
89,026 |
|
|
|
58,395 |
|
| Total operating expenses |
|
|
39,053 |
|
|
|
31,016 |
|
|
|
154,194 |
|
|
|
100,160 |
|
| Operating loss |
|
|
(37,223 |
) |
|
|
(24,331 |
) |
|
|
(135,204 |
) |
|
|
(102,053 |
) |
| Other income (expense): |
|
|
|
|
|
|
|
|
||||||||
| Interest expense, net |
|
|
(892 |
) |
|
|
(2,751 |
) |
|
|
(7,799 |
) |
|
|
(6,128 |
) |
| Loss on foreign exchange |
|
|
(488 |
) |
|
|
(178 |
) |
|
|
(4,435 |
) |
|
|
(567 |
) |
| Change in fair value of liability classified warrants |
|
|
— |
|
|
|
24,130 |
|
|
|
13,482 |
|
|
|
(15,294 |
) |
| Other income (expense), net |
|
|
385 |
|
|
|
(215 |
) |
|
|
1,010 |
|
|
|
(798 |
) |
| Total other income (expense), net |
|
|
(995 |
) |
|
|
20,986 |
|
|
|
2,258 |
|
|
|
(22,787 |
) |
| Loss before income taxes |
|
|
(38,218 |
) |
|
|
(3,345 |
) |
|
|
(132,946 |
) |
|
|
(124,840 |
) |
| Benefit (provision) for income taxes |
|
|
1,010 |
|
|
|
6,541 |
|
|
|
(2,998 |
) |
|
|
7,520 |
|
| Net income (loss) |
|
$ |
(37,208 |
) |
|
$ |
3,196 |
|
|
$ |
(135,944 |
) |
|
$ |
(117,320 |
) |
| Net income (loss) per share attributable to Rocket Lab USA, Inc.: |
|
|
|
|
|
|
|
|
||||||||
| Basic |
|
$ |
(0.08 |
) |
|
$ |
0.01 |
|
|
$ |
(0.29 |
) |
|
$ |
(0.56 |
) |
| Diluted |
|
$ |
(0.08 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.29 |
) |
|
$ |
(0.56 |
) |
| Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
||||||||
| Basic |
|
|
473,644,862 |
|
|
|
449,270,950 |
|
|
|
466,214,095 |
|
|
|
209,895,135 |
|
| Diluted |
|
|
473,644,862 |
|
|
|
451,945,594 |
|
|
|
466,214,095 |
|
|
|
209,895,135 |
|
| ROCKET LAB U.S.A., INC. AND SUBSIDIARIES |
||||||||
| CONSOLIDATED BALANCE SHEETS |
||||||||
| AS OF DECEMBER 31, 2022 AND 2021 |
||||||||
| (unaudited; in thousands, except share and per share data) |
||||||||
|
|
December 31, |
|||||||
|
|
|
2022 |
|
2021 |
||||
| Assets |
|
|
|
|
||||
| Current assets: |
|
|
|
|
||||
| Cash and cash equivalents |
|
$ |
242,515 |
|
|
$ |
690,959 |
|
| Marketable securities, current |
|
|
229,276 |
|
|
|
— |
|
| Accounts receivable, net |
|
|
36,572 |
|
|
|
13,957 |
|
| Contract assets |
|
|
9,451 |
|
|
|
2,490 |
|
| Inventories |
|
|
92,279 |
|
|
|
47,904 |
|
| Prepaids and other current assets |
|
|
52,201 |
|
|
|
19,454 |
|
| Total current assets |
|
|
662,294 |
|
|
|
774,764 |
|
| Non-current assets: |
|
|
|
|
||||
| Property, plant and equipment, net |
|
|
101,514 |
|
|
|
65,339 |
|
| Intangible assets, net |
|
|
79,692 |
|
|
|
57,487 |
|
| Goodwill |
|
|
71,020 |
|
|
|
43,308 |
|
| Right-of-use assets - operating leases |
|
|
35,239 |
|
|
|
28,424 |
|
| Right-of-use assets - finance leases |
|
|
15,614 |
|
|
|
— |
|
| Marketable securities, non-current |
|
|
9,193 |
|
|
|
— |
|
| Restricted cash |
|
|
3,356 |
|
|
|
1,116 |
|
| Deferred income tax assets, net |
|
|
3,898 |
|
|
|
5,859 |
|
| Other non-current assets |
|
|
7,303 |
|
|
|
4,550 |
|
| Total assets |
|
$ |
989,123 |
|
|
$ |
980,847 |
|
| Liabilities and Stockholders’ Equity |
|
|
|
|
||||
| Current liabilities: |
|
|
|
|
||||
| Trade payables |
|
$ |
12,084 |
|
|
$ |
3,489 |
|
| Accrued expenses |
|
|
8,723 |
|
|
|
10,977 |
|
| Employee benefits payable |
|
|
8,634 |
|
|
|
8,266 |
|
| Contract liabilities |
|
|
108,344 |
|
|
|
59,749 |
|
| Current installments of long-term borrowings |
|
|
2,906 |
|
|
|
2,827 |
|
| Other current liabilities |
|
|
22,249 |
|
|
|
10,999 |
|
| Total current liabilities |
|
|
162,940 |
|
|
|
96,307 |
|
| Non-current liabilities: |
|
|
|
|
||||
| Long-term borrowings, excluding current installments |
|
|
100,043 |
|
|
|
97,297 |
|
| Non-current operating lease liabilities |
|
|
34,266 |
|
|
|
28,302 |
|
| Non-current finance lease liabilities |
|
|
15,568 |
|
|
|
— |
|
| Deferred tax liabilities |
|
|
95 |
|
|
|
466 |
|
| Public and private warrant liabilities |
|
|
— |
|
|
|
58,227 |
|
| Other non-current liabilities |
|
|
3,005 |
|
|
|
1,800 |
|
| Total liabilities |
|
|
315,917 |
|
|
|
282,399 |
|
| COMMITMENTS AND CONTINGENCIES |
|
|
|
|
||||
| Stockholders’ equity: |
|
|
|
|
||||
| Common stock, $0.0001 par value; authorized shares: 2,500,000,000; issued and outstanding shares: 475,356,517 and 450,180,479 at December 31, 2022 and December 31, 2021, respectively |
|
|
48 |
|
|
|
45 |
|
| Additional paid-in capital |
|
|
1,112,977 |
|
|
|
1,002,106 |
|
| Accumulated deficit |
|
|
(440,955 |
) |
|
|
(305,011 |
) |
| Accumulated other comprehensive income |
|
|
1,136 |
|
|
|
1,308 |
|
| Total stockholders’ equity |
|
|
673,206 |
|
|
|
698,448 |
|
| Total liabilities and stockholders’ equity |
|
$ |
989,123 |
|
|
$ |
980,847 |
|
| ROCKET LAB U.S.A., INC. AND SUBSIDIARIES |
||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||||
| FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
||||||||
| (unaudited; in thousands) |
||||||||
|
|
|
Years Ended December 31, |
||||||
|
|
|
2022 |
|
2021 |
||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
||||
| Net loss |
|
$ |
(135,944 |
) |
|
$ |
(117,320 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
||||
| Depreciation and amortization |
|
|
29,947 |
|
|
|
10,851 |
|
| Stock-based compensation expense |
|
|
55,649 |
|
|
|
32,557 |
|
| Loss on disposal of assets |
|
|
923 |
|
|
|
156 |
|
| Loss on extinguishment of long-term debt |
|
|
— |
|
|
|
496 |
|
| Amortization of debt issuance costs and discount |
|
|
2,827 |
|
|
|
1,546 |
|
| Noncash lease expense |
|
|
3,199 |
|
|
|
2,010 |
|
| Noncash (income) expense associated with liability-classified warrants |
|
|
(13,482 |
) |
|
|
15,294 |
|
| Accretion of marketable securities purchased at a discount |
|
|
(1,395 |
) |
|
|
— |
|
| Deferred income taxes |
|
|
(576 |
) |
|
|
(9,979 |
) |
| Changes in operating assets and liabilities: |
|
|
|
|
||||
| Accounts receivable, net |
|
|
(9,430 |
) |
|
|
(7,789 |
) |
| Contract assets |
|
|
(7,545 |
) |
|
|
1,816 |
|
| Inventories |
|
|
(25,964 |
) |
|
|
(12,072 |
) |
| Prepaids and other current assets |
|
|
(15,059 |
) |
|
|
(10,504 |
) |
| Other non-current assets |
|
|
(7,072 |
) |
|
|
(4,548 |
) |
| Trade payables |
|
|
(2,129 |
) |
|
|
(4,517 |
) |
| Accrued expenses |
|
|
(3,518 |
) |
|
|
3,074 |
|
| Employee benefits payables |
|
|
2,108 |
|
|
|
(326 |
) |
| Contract liabilities |
|
|
22,661 |
|
|
|
28,057 |
|
| Other current liabilities |
|
|
1,280 |
|
|
|
838 |
|
| Non-current lease liabilities |
|
|
(3,686 |
) |
|
|
(1,801 |
) |
| Other non-current liabilities |
|
|
668 |
|
|
|
370 |
|
| Net cash used in operating activities |
|
|
(106,538 |
) |
|
|
(71,791 |
) |
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
||||
| Purchases of property, equipment and software |
|
|
(42,412 |
) |
|
|
(25,699 |
) |
| Cash paid for acquisitions, net of acquired cash and restricted cash |
|
|
(65,824 |
) |
|
|
(66,435 |
) |
| Purchases of marketable securities |
|
|
(259,567 |
) |
|
|
— |
|
| Maturities of marketable securities |
|
|
21,724 |
|
|
|
— |
|
| Net cash used in investing activities |
|
|
(346,079 |
) |
|
|
(92,134 |
) |
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
||||
| Proceeds from the exercise of stock options and public warrants |
|
|
3,874 |
|
|
|
3,147 |
|
| Proceeds from Employee Stock Purchase Plan |
|
|
4,380 |
|
|
|
— |
|
| Proceeds from sale of employees restricted stock units to cover taxes |
|
|
31,166 |
|
|
|
— |
|
| Minimum tax withholding paid on behalf of employees for restricted stock units |
|
|
(31,164 |
) |
|
|
— |
|
| Tax payment for net settled option shares |
|
|
(444 |
) |
|
|
— |
|
| Payment of contingent consideration |
|
|
(5,500 |
) |
|
|
— |
|
| Finance lease principal payments |
|
|
(271 |
) |
|
|
— |
|
| Proceeds from long-term revolving line of credit |
|
|
— |
|
|
|
15,000 |
|
| Proceeds from long-term secured term loan |
|
|
— |
|
|
|
98,895 |
|
| Repayments on long-term revolving line of credit |
|
|
— |
|
|
|
(15,000 |
) |
| Proceeds from Business Combination and PIPE Investment, net of transaction costs |
|
|
— |
|
|
|
728,255 |
|
| Repurchase of shares and options from management, net of amount recognized as compensation cost |
|
|
— |
|
|
|
(30,358 |
) |
| Net cash provided by financing activities |
|
|
2,041 |
|
|
|
799,939 |
|
| Effect of exchange rate changes on cash and cash equivalents |
|
|
4,372 |
|
|
|
2,128 |
|
| Net increase (decrease) in cash and cash equivalents and restricted cash |
|
|
(446,204 |
) |
|
|
638,142 |
|
| Cash and cash equivalents, and restricted cash, beginning of period |
|
|
692,075 |
|
|
|
53,933 |
|
| Cash and cash equivalents, and restricted cash, end of period |
|
$ |
245,871 |
|
|
$ |
692,075 |
|
| ROCKET LAB U.S.A., INC. AND SUBSIDIARIES |
||||||||||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |
||||||||||||||||
| FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2022 AND 2021 |
||||||||||||||||
| (unaudited; in thousands) |
||||||||||||||||
| The tables provided below reconcile the non-GAAP financial measures Adjusted EBITDA, Non-GAAP gross profit, Non-GAAP research and development, net, Non-GAAP selling, general and administrative, Non-GAAP operating expenses, Non-GAAP operating loss and Non-GAAP total other income (expense), net with the most directly comparable GAAP financial measures. See above for additional information on the use of these non-GAAP financial measures. |
||||||||||||||||
|
|
|
Three Months Ended
|
|
Years Ended December 31, |
||||||||||||
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
| NET INCOME (LOSS) |
|
$ |
(37,208 |
) |
|
$ |
3,196 |
|
|
$ |
(135,944 |
) |
|
$ |
(117,320 |
) |
| Depreciation |
|
|
4,809 |
|
|
|
2,030 |
|
|
|
16,720 |
|
|
|
7,530 |
|
| Amortization |
|
|
3,548 |
|
|
|
1,411 |
|
|
|
13,227 |
|
|
|
3,321 |
|
| Stock-based compensation expense |
|
|
12,337 |
|
|
|
8,384 |
|
|
|
55,649 |
|
|
|
32,557 |
|
| Management redemption compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,724 |
|
| Transaction costs |
|
|
144 |
|
|
|
1,836 |
|
|
|
649 |
|
|
|
2,495 |
|
| Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
795 |
|
| Interest expense, net |
|
|
892 |
|
|
|
2,751 |
|
|
|
7,799 |
|
|
|
6,128 |
|
| Change in fair value of liability classified warrants |
|
|
— |
|
|
|
(24,130 |
) |
|
|
(13,482 |
) |
|
|
15,294 |
|
| Change in fair value of contingent consideration |
|
|
(200 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Performance reserve escrow |
|
|
1,895 |
|
|
|
1,895 |
|
|
|
7,579 |
|
|
|
1,895 |
|
| Amortization of inventory step-up |
|
|
— |
|
|
|
616 |
|
|
|
2,618 |
|
|
|
616 |
|
| (Benefit) provision for income taxes |
|
|
(1,010 |
) |
|
|
(6,541 |
) |
|
|
2,998 |
|
|
|
(7,520 |
) |
| Loss on foreign exchange |
|
|
488 |
|
|
|
178 |
|
|
|
4,435 |
|
|
|
567 |
|
| Accretion of marketable securities and cash equivalents purchased at a discount |
|
|
(1,092 |
) |
|
|
— |
|
|
|
(1,696 |
) |
|
|
— |
|
| Loss on disposal of assets |
|
|
891 |
|
|
|
93 |
|
|
|
923 |
|
|
|
156 |
|
| ADJUSTED EBITDA |
|
$ |
(14,506 |
) |
|
$ |
(8,281 |
) |
|
$ |
(38,525 |
) |
|
$ |
(43,762 |
) |
|
|
|
Three Months Ended
|
|
Years Ended December 31, |
||||||||||||
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
| GAAP Gross profit (loss) |
|
$ |
1,830 |
|
|
$ |
6,685 |
|
|
$ |
18,990 |
|
|
$ |
(1,893 |
) |
| Stock-based compensation |
|
|
3,857 |
|
|
|
2,455 |
|
|
|
17,948 |
|
|
|
10,996 |
|
| Amortization of purchased intangibles |
|
|
1,710 |
|
|
|
144 |
|
|
|
4,782 |
|
|
|
312 |
|
| Amortization of inventory step-up |
|
|
— |
|
|
|
616 |
|
|
|
2,618 |
|
|
|
616 |
|
| Performance reserve escrow |
|
|
114 |
|
|
|
114 |
|
|
|
456 |
|
|
|
114 |
|
| Non-GAAP Gross profit (loss) |
|
$ |
7,511 |
|
|
$ |
10,014 |
|
|
$ |
44,794 |
|
|
$ |
10,145 |
|
| Non-GAAP Gross margin |
|
|
14.5 |
% |
|
|
36.4 |
% |
|
|
21.2 |
% |
|
|
16.3 |
% |
|
|
|
|
|
|
|
|
|
|
||||||||
| GAAP Research and development, net |
|
$ |
15,018 |
|
|
$ |
11,968 |
|
|
$ |
65,168 |
|
|
$ |
41,765 |
|
| Stock-based compensation |
|
|
(4,442 |
) |
|
|
(3,039 |
) |
|
|
(21,127 |
) |
|
|
(9,973 |
) |
| Amortization of purchased intangibles |
|
|
(9 |
) |
|
|
(976 |
) |
|
|
(3,342 |
) |
|
|
(2,081 |
) |
| Non-GAAP Research and development, net |
|
$ |
10,567 |
|
|
$ |
7,953 |
|
|
$ |
40,699 |
|
|
$ |
29,711 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
| GAAP Selling, general and administrative |
|
$ |
24,035 |
|
|
$ |
19,048 |
|
|
$ |
89,026 |
|
|
$ |
58,395 |
|
| Stock-based compensation |
|
|
(4,038 |
) |
|
|
(2,890 |
) |
|
|
(16,574 |
) |
|
|
(11,588 |
) |
| Management redemption compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,724 |
) |
| Amortization of purchased intangibles |
|
|
(1,494 |
) |
|
|
(113 |
) |
|
|
(4,401 |
) |
|
|
(185 |
) |
| Transaction costs |
|
|
(144 |
) |
|
|
(1,836 |
) |
|
|
(649 |
) |
|
|
(2,495 |
) |
| Performance reserve escrow |
|
|
(1,780 |
) |
|
|
(1,781 |
) |
|
|
(7,123 |
) |
|
|
(1,781 |
) |
| Change in fair value of contingent consideration |
|
|
200 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Non-GAAP Selling, general and administrative |
|
$ |
16,779 |
|
|
$ |
12,428 |
|
|
$ |
60,279 |
|
|
$ |
32,622 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
| GAAP Operating expenses |
|
$ |
39,053 |
|
|
$ |
31,016 |
|
|
$ |
154,194 |
|
|
$ |
100,160 |
|
| Stock-based compensation |
|
|
(8,480 |
) |
|
|
(5,929 |
) |
|
|
(37,701 |
) |
|
|
(21,561 |
) |
| Management redemption compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,724 |
) |
| Amortization of purchased intangibles |
|
|
(1,503 |
) |
|
|
(1,089 |
) |
|
|
(7,743 |
) |
|
|
(2,266 |
) |
| Transaction costs |
|
|
(144 |
) |
|
|
(1,836 |
) |
|
|
(649 |
) |
|
|
(2,495 |
) |
| Performance reserve escrow |
|
|
(1,780 |
) |
|
|
(1,781 |
) |
|
|
(7,123 |
) |
|
|
(1,781 |
) |
| Change in fair value of contingent consideration |
|
|
200 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Non-GAAP Operating expenses |
|
$ |
27,346 |
|
|
$ |
20,381 |
|
|
$ |
100,978 |
|
|
$ |
62,333 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
| GAAP Operating loss |
|
$ |
(37,223 |
) |
|
$ |
(24,331 |
) |
|
$ |
(135,204 |
) |
|
$ |
(102,053 |
) |
| Total non-GAAP adjustments |
|
|
17,388 |
|
|
|
13,964 |
|
|
|
79,020 |
|
|
|
49,865 |
|
| Non-GAAP Operating loss |
|
$ |
(19,835 |
) |
|
$ |
(10,367 |
) |
|
$ |
(56,184 |
) |
|
$ |
(52,188 |
) |
|
|
|
|
|
|
|
|
|
|
||||||||
| GAAP Total other income (expense), net |
|
$ |
(995 |
) |
|
$ |
20,986 |
|
|
$ |
2,258 |
|
|
$ |
(22,787 |
) |
| Change in fair value of liability classified warrants |
|
|
— |
|
|
|
(24,130 |
) |
|
|
(13,482 |
) |
|
|
15,294 |
|
| Loss on foreign exchange |
|
|
488 |
|
|
|
178 |
|
|
|
4,435 |
|
|
|
567 |
|
| Non-GAAP Total other income (expense), net |
|
$ |
(507 |
) |
|
$ |
(2,966 |
) |
|
$ |
(6,789 |
) |
|
$ |
(6,926 |
) |
