Rocket Lab Corp 8-K, filed Feb 28, 2023

Rocket Lab Corp (RKLB)

8-K 2023-02-28 For: 2023-02-27

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Added on April 08, 2026

About this 8-K

Rocket Lab Corp filed this 8-K on February 28, 2023, reporting on events of February 27, 2023.

Items reported

Item 2.02: Financial results
Item 5.02: Director or officer change, or executive pay
Item 9.01: Financial statements and exhibits

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Delaware	001-39560	98-1550340
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3881 McGowen Street
Long Beach, California		90808
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RKLB	The Nasdaq Stock Market LLC


Exhibit		Description

99.1		Press Release of Rocket Lab USA, Inc., dated February 28, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


			ROCKET LAB USA, INC.

Date:	February 28, 2023	By:	/s/ Adam Spice
			Adam Spice Chief Financial Officer


	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


	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


	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	)		—


	Three Months Ended December 31,						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 December 31,						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