8-K
Rocket Lab Corp (RKLB)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): February 27, 2024 |
|---|
ROCKET LAB USA, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39560 | 98-1550340 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 3881 McGowen Street | ||
| Long Beach, California | 90808 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 714 465-5737 | ||
| --- | ||
| Not Applicable | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | RKLB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2024, Rocket Lab USA, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 (the “Section”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press Release of Rocket Lab USA, Inc., dated February 27, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROCKET LAB USA, INC. | |||
|---|---|---|---|
| Date: | February 27, 2024 | By: | /s/ Adam Spice |
| Adam Spice<br>Chief Financial Officer |
EX-99.1
MEDIA RELEASE
Exhibit 99.1
Rocket Lab Announces Fourth Quarter and Full Year 2023 Financial Results, Issues Guidance for the First Quarter 2024 Including Sequential Revenue Growth Greater than 50 Percent
Long Beach, California. February 27, 2024 – Rocket Lab USA, Inc. (Nasdaq: RKLB) (“Rocket Lab” or “the Company”), a global leader in launch services and space systems, today shared the financial results for fiscal fourth quarter and full year, ended December 31, 2023.
Rocket Lab founder and CEO, Peter Beck, said: “Rocket Lab had another strong year in 2023 across our launch and space systems businesses. We grew revenue 16% year-on year, while expanding our GAAP and non-GAAP gross margins by 12.0 and 6.9 percentage points, respectively, and rounded out the fourth quarter with our largest contract – an award up to $515 million from the Space Development Agency which will see us act as prime contractor for the first time to build 18 satellites for the Tranche 2 Transport Layer-Beta. We also reached a new annual launch record, with ten Electron missions flown in 2023. It was also a record year for securing Electron and HASTE contracts, with 25 new orbital and suborbital missions signed in 2023. We rounded out the year with some significant milestones for Neutron development, including the opening of a new manufacturing complex in Baltimore that will support the production of Neutron’s carbon composite structures, and Archimedes engine development entered the final stages ahead of the first hot fire. Continuing this strong momentum, we started 2024 off strong with the issuance of $355 million in convertible senior notes, adding additional funding to the Rocket Lab balance sheet at an attractive cost of capital and enabling us to take advantage of potential M&A as well as other strategic growth investment opportunities.”
Fourth Quarter 2023 Business Highlights:
• Selected as prime contractor by the Space Development Agency for a $515 million contract to design, build and operate 18 satellites for the Tranche 2 Transport Layer-Beta.
• Electron successfully returned to flight in the fourth quarter, deploying a synthetic aperture radar satellite to orbit for Japanese constellation operator iQPS.
• Closed 2023 with a record number of 25 launches signed across Electron and HASTE.
• Progressed major infrastructure milestones at Launch Complex 3 for Neutron, including foundations for the launch mount, water tower and liquid oxygen tanks.
• Established a Space Structures Complex in the former Lockheed Martin Vertical Launch Building in Middle River, Maryland to support the development and manufacture of carbon composite spacecraft structures and components, as well as the long-term supply of carbon composite structures for Neutron.
• Refinanced our $100M term loan facility with Hercules Capital, into a larger, longer duration and cost-effective $120M equipment lending facility with Trinity Capital.
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MEDIA RELEASE
Business Highlights Since December 31, 2023:
• Successfully launched two Electron missions, including a Space Situational Awareness mission for Spire and NorthStar, as well as an orbital debris observation demonstration mission for Astroscale Japan Inc.
• Progressed Electron’s reusability program with a successful ocean splashdown and recovery in January 2024, bringing Electron’s first stage back in the best condition yet.
• Entered the commissioning phase at the Archimedes Test Complex at NASA Stennis Space Center in preparation for Neutron engine hot fires.
• Closed an upsized offering of $355 million convertible senior notes to open up a mix of opportunities including potential M&A and other strategic growth and scaling investments.
• Successful re-entry of Rocket Lab-built in-space manufacturing satellite developed for Varda Space Industries. The successful reentry marked the completion of the first commercial in-space manufacturing demonstration.
First Quarter 2024 Guidance
For the first quarter of 2024, Rocket Lab expects:
• Revenue between $92 million and $98 million.
• Space Systems revenue between $60 million and $65 million.
• Launch Services revenue between $32 million and $33 million.
• GAAP Gross Margins between 24% and 26%.
• Non-GAAP Gross Margins between 29% and 31%.
• GAAP Operating Expenses between $73 million and $75 million.
• Non-GAAP Operating Expenses between $62 million and $64 million.
• Expected Interest Expense (Income), net $1.5 million.
• Adjusted EBITDA loss of $28 million to $30 million.
• Basic Shares Outstanding of 490 million.
See “Use of Non-GAAP Financial Measures” below for an explanation of our use of Non-GAAP financial measures, and the reconciliation of historical Non-GAAP measures to the comparable GAAP measures in the tables attached to this press release. We have not provided a reconciliation for the forward-looking Non-GAAP Gross Margin, Non-GAAP Operating Expenses or Adjusted EBITDA expectations for Q1 2024 described above 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. Stock-based compensation is currently expected to range from $12 million to $13 million in Q1 2024.
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MEDIA RELEASE
Conference Call Information
Rocket Lab will host a conference call for investors at 2 p.m. PT (5 p.m. ET) today to discuss these business highlights and financial results for our fourth quarter, to provide our outlook for the first quarter, and other updates.
The live webcast and a replay of the webcast will be available on Rocket Lab’s Investor Relations website: https://investors.rocketlabusa.com/events-and-presentations/events
About Rocket Lab
Founded in 2006, Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, satellite manufacture, spacecraft components, and on-orbit management solutions that make it faster, easier and more affordable to access space. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron small orbital launch vehicle and the Photon satellite platform and is developing the Neutron launch vehicle for large spacecraft and constellation deployment. From its first orbital launch in January 2018 to date, Rocket Lab’s Electron launch vehicle has become the second most frequently launched U.S. rocket annually and has delivered 177 satellites to orbit for private and public sector organizations, enabling operations in national security, scientific research, space debris mitigation, Earth observation, climate monitoring, and communications. Rocket Lab’s Photon spacecraft platform has been selected to support NASA missions to the Moon and Mars, as well as the first private commercial mission to Venus. Rocket Lab has three launch pads at two launch sites, including two launch pads at a private orbital launch site located in New Zealand and a third launch site in Virginia, USA. To learn more, visit www.rocketlabusa.com.
- Rocket Lab Investor Relations Contact
Colin Canfield
investors@rocketlabusa.com
- Rocket Lab Media Contact
Morgan Bailey
media@rocketlabusa.com
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MEDIA RELEASE
- FORWARD LOOKING STATEMENTS
This press release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release, including statements regarding our expectations of financial results for the first quarter of 2024, strategy, future operations, future financial position, projected costs, prospects, plans and objectives of management, are forward-looking statements. Words such as, but not limited to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on Rocket Lab’s current expectations and beliefs concerning future developments and their potential effects. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond Rocket Lab’s control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including risks related to delays and disruptions in expansion efforts; delays in the development of our Neutron rocket; our dependence on a limited number of customers; the harsh and unpredictable environment of space in which our products operate which could adversely affect our launch vehicle and spacecraft; increased competition in our industry due in part to rapid technological development; technological change in our industry which we may not be able to keep up with or which may render our services uncompetitive; average selling price trends; general economic uncertainty and turbulence which could impact our customers’ ability to pay what we are owed; failure of our launch vehicles, spacecraft and components to operate as intended either due to our error in design. in engineering, in production or through no fault of our own; launch schedule disruptions; supply chain disruptions, product delays or failures; design and engineering flaws; launch failures; natural disasters and epidemics or pandemics; any inability to effectively integrate recently acquired assets; a US government shutdown or delays in government funding; changes in governmental regulations including with respect to trade and export restrictions, or in the status of our regulatory approvals or applications; or other events that force us to cancel or reschedule launches, including customer contractual rescheduling and termination rights; risks that acquisitions may not be completed on the anticipated time frame or at all or do not achieve the anticipated benefits and results; and the other risks detailed from time to time in Rocket Lab’s filings with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Rocket Lab’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 7, 2023, and elsewhere. There can be no assurance that the future developments affecting Rocket Lab will be those that we have anticipated. Except as required by law, Rocket Lab is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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MEDIA RELEASE
- 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.
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MEDIA RELEASE
ROCKET LAB U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2023 AND 2022
(unaudited; in thousands, except share and per share data)
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | $ | 59,991 | $ | 51,762 | $ | 244,592 | $ | 210,996 | ||||
| Cost of revenues | 44,499 | 49,932 | 193,183 | 192,006 | ||||||||
| Gross profit | 15,492 | 1,830 | 51,409 | 18,990 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development, net | 37,488 | 15,018 | 119,054 | 65,168 | ||||||||
| Selling, general and administrative | 25,887 | 24,035 | 110,273 | 89,026 | ||||||||
| Total operating expenses | 63,375 | 39,053 | 229,327 | 154,194 | ||||||||
| Operating loss | (47,883 | ) | (37,223 | ) | (177,918 | ) | (135,204 | ) | ||||
| Other income (expense): | ||||||||||||
| Interest income (expense), net | (1,405 | ) | (892 | ) | (4,248 | ) | (7,799 | ) | ||||
| Loss on foreign exchange | (394 | ) | (488 | ) | (470 | ) | (4,435 | ) | ||||
| Change in fair value of liability classified warrants | — | — | — | 13,482 | ||||||||
| Other income (expense), net | 196 | 385 | 3,715 | 1,010 | ||||||||
| Total other income (expense), net | (1,603 | ) | (995 | ) | (1,003 | ) | 2,258 | |||||
| Loss before income taxes | (49,486 | ) | (38,218 | ) | (178,921 | ) | (132,946 | ) | ||||
| Benefit (provision) for income taxes | (1,011 | ) | 1,010 | (3,650 | ) | (2,998 | ) | |||||
| Net loss | $ | (50,497 | ) | $ | (37,208 | ) | $ | (182,571 | ) | $ | (135,944 | ) |
| Net loss per share attributable to Rocket Lab USA, Inc.: | ||||||||||||
| Basic and diluted | $ | (0.10 | ) | $ | (0.08 | ) | $ | (0.38 | ) | $ | (0.29 | ) |
| Weighted-average common shares outstanding: | ||||||||||||
| Basic and diluted | 486,959,454 | 473,644,862 | 481,768,060 | 466,214,095 |
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MEDIA RELEASE
ROCKET LAB U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND 2022
(unaudited; in thousands, except share and per share data)
| 2022 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 162,518 | $ | 242,515 | ||
| Marketable securities, current | 82,255 | 229,276 | |||
| Accounts receivable, net | 35,176 | 36,572 | |||
| Contract assets | 12,951 | 9,451 | |||
| Inventories | 107,857 | 92,279 | |||
| Prepaids and other current assets | 66,949 | 52,201 | |||
| Assets held for sale | 9,016 | — | |||
| Total current assets | 476,722 | 662,294 | |||
| Non-current assets: | |||||
| Property, plant and equipment, net | 145,409 | 101,514 | |||
| Intangible assets, net | 68,094 | 79,692 | |||
| Goodwill | 71,020 | 71,020 | |||
| Right-of-use assets - operating leases | 59,401 | 35,239 | |||
| Right-of-use assets - finance leases | 14,987 | 15,614 | |||
| Marketable securities, non-current | 79,247 | 9,193 | |||
| Restricted cash | 3,916 | 3,356 | |||
| Deferred income tax assets, net | 3,501 | 3,898 | |||
| Other non-current assets | 18,914 | 7,303 | |||
| Total assets | 941,211 | $ | 989,123 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Trade payables | 29,303 | $ | 12,084 | ||
| Accrued expenses | 5,590 | 8,723 | |||
| Employee benefits payable | 16,342 | 8,634 | |||
| Contract liabilities | 139,338 | 108,344 | |||
| Current installments of long-term borrowings | 17,764 | 2,906 | |||
| Other current liabilities | 15,036 | 22,249 | |||
| Total current liabilities | 223,373 | 162,940 | |||
| Non-current liabilities: | |||||
| Long-term borrowings, excluding current installments | 87,587 | 100,043 | |||
| Non-current operating lease liabilities | 56,099 | 34,266 | |||
| Non-current finance lease liabilities | 15,238 | 15,568 | |||
| Deferred tax liabilities | 426 | 95 | |||
| Other non-current liabilities | 3,944 | 3,005 | |||
| Total liabilities | 386,667 | 315,917 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| Stockholders’ equity: | |||||
| Common stock, 0.0001 par value; authorized shares: 2,500,000,000; issued and outstanding shares: 488,923,055 and 475,356,517 at December 31, 2023 and December 31, 2022, respectively | 49 | 48 | |||
| Additional paid-in capital | 1,176,484 | 1,112,977 | |||
| Accumulated deficit | (623,526 | ) | (440,955 | ) | |
| Accumulated other comprehensive income | 1,537 | 1,136 | |||
| Total stockholders’ equity | 554,544 | 673,206 | |||
| Total liabilities and stockholders’ equity | 941,211 | $ | 989,123 |
All values are in US Dollars.
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MEDIA RELEASE
ROCKET LAB U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(unaudited; in thousands)
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ | (182,571 | ) | $ | (135,944 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 29,744 | 29,947 | ||||
| Stock-based compensation expense | 53,461 | 55,649 | ||||
| (Gain) loss on disposal of assets | (111 | ) | 923 | |||
| Loss on extinguishment of long-term debt | 1,732 | — | ||||
| Amortization of debt issuance costs and discount | 2,904 | 2,827 | ||||
| Noncash lease expense | 5,787 | 3,199 | ||||
| Noncash income associated with liability-classified warrants | — | (13,482 | ) | |||
| Change in the fair value of contingent consideration | 1,343 | — | ||||
| Accretion of marketable securities purchased at a discount | (4,571 | ) | (1,395 | ) | ||
| Deferred income taxes | 708 | (576 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | 1,452 | (9,430 | ) | |||
| Contract assets | (3,501 | ) | (7,545 | ) | ||
| Inventories | (15,562 | ) | (25,964 | ) | ||
| Prepaids and other current assets | (14,586 | ) | (15,059 | ) | ||
| Other non-current assets | (11,470 | ) | (7,072 | ) | ||
| Trade payables | 15,585 | (2,129 | ) | |||
| Accrued expenses | (3,275 | ) | (3,518 | ) | ||
| Employee benefits payables | 5,484 | 2,108 | ||||
| Contract liabilities | 30,992 | 22,661 | ||||
| Other current liabilities | (7,563 | ) | 1,280 | |||
| Non-current lease liabilities | (5,076 | ) | (3,686 | ) | ||
| Other non-current liabilities | 227 | 668 | ||||
| Net cash used in operating activities | (98,867 | ) | (106,538 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchases of property, equipment and software | (54,707 | ) | (42,412 | ) | ||
| Proceeds on disposal of assets, net | 3,660 | — | ||||
| Cash paid for business combinations and asset acquisitions, net of acquired cash and restricted cash | (18,966 | ) | (65,824 | ) | ||
| Purchases of marketable securities | (207,266 | ) | (259,567 | ) | ||
| Maturities of marketable securities | 269,204 | 21,724 | ||||
| Sale of marketable securities | 20,093 | — | ||||
| Net cash provided by (used in) investing activities | 12,018 | (346,079 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from the exercise of stock options and public warrants | 2,444 | 3,874 | ||||
| Proceeds from Employee Stock Purchase Plan | 4,988 | 4,380 | ||||
| Proceeds from sale of employees restricted stock units to cover taxes | 15,995 | 31,166 | ||||
| Minimum tax withholding paid on behalf of employees for restricted stock units | (15,722 | ) | (31,164 | ) | ||
| Tax payment for net settled option shares | — | (444 | ) | |||
| Payment of contingent consideration | (1,000 | ) | (5,500 | ) | ||
| Finance lease principal payments | (336 | ) | (271 | ) | ||
| Proceeds from secured term loan | 110,000 | — | ||||
| Repayments on secured term loan | (107,573 | ) | — | |||
| Payment of debt issuance costs | (1,427 | ) | — | |||
| Net cash provided by financing activities | 7,369 | 2,041 | ||||
| Effect of exchange rate changes on cash and cash equivalents | 43 | 4,372 | ||||
| Net decrease in cash and cash equivalents and restricted cash | (79,437 | ) | (446,204 | ) | ||
| Cash and cash equivalents, and restricted cash, beginning of period | 245,871 | 692,075 | ||||
| Cash and cash equivalents, and restricted cash, end of period | $ | 166,434 | $ | 245,871 |
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MEDIA RELEASE
ROCKET LAB U.S.A., INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2023 AND 2022
(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 December 31, | Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| NET LOSS | $ | (50,497 | ) | $ | (37,208 | ) | $ | (182,571 | ) | $ | (135,944 | ) |
| Depreciation | 4,571 | 4,809 | 16,034 | 16,720 | ||||||||
| Amortization | 3,596 | 3,548 | 13,710 | 13,227 | ||||||||
| Stock-based compensation expense | 10,063 | 12,337 | 53,461 | 55,649 | ||||||||
| Transaction costs | 30 | 144 | 341 | 649 | ||||||||
| Interest expense, net | 1,405 | 892 | 4,248 | 7,799 | ||||||||
| Change in fair value of liability classified warrants | — | — | — | (13,482 | ) | |||||||
| Change in fair value of contingent consideration | 205 | (200 | ) | 1,343 | — | |||||||
| Performance reserve escrow | 31 | 1,895 | 5,457 | 7,579 | ||||||||
| Amortization of inventory step-up | — | — | — | 2,618 | ||||||||
| (Benefit) provision for income taxes | 1,011 | (1,010 | ) | 3,650 | 2,998 | |||||||
| Loss on foreign exchange | 394 | 488 | 470 | 4,435 | ||||||||
| Accretion of marketable securities and cash equivalents purchased at a discount | (1,179 | ) | (1,092 | ) | (4,780 | ) | (1,696 | ) | ||||
| (Gain) loss on disposal of assets | (351 | ) | 891 | (111 | ) | 923 | ||||||
| Employee retention credit | — | — | (3,841 | ) | — | |||||||
| Loss on extinguishment of debt | 1,732 | — | 1,732 | — | ||||||||
| ADJUSTED EBITDA | $ | (28,989 | ) | $ | (14,506 | ) | $ | (90,857 | ) | $ | (38,525 | ) |
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MEDIA RELEASE
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| GAAP Gross profit | $ | 15,492 | $ | 1,830 | $ | 51,409 | $ | 18,990 | ||||
| Stock-based compensation | 2,196 | 3,857 | 12,521 | 17,948 | ||||||||
| Amortization of purchased intangibles | 1,710 | 1,710 | 6,839 | 4,782 | ||||||||
| Amortization of inventory step-up | — | — | — | 2,618 | ||||||||
| Performance reserve escrow | 1 | 114 | 210 | 456 | ||||||||
| Employee retention credit | — | — | (2,130 | ) | — | |||||||
| Non-GAAP Gross profit | $ | 19,399 | $ | 7,511 | $ | 68,849 | $ | 44,794 | ||||
| Non-GAAP Gross margin | 32.3 | % | 14.5 | % | 28.1 | % | 21.2 | % | ||||
| GAAP Research and development, net | $ | 37,488 | $ | 15,018 | $ | 119,054 | $ | 65,168 | ||||
| Stock-based compensation | (3,828 | ) | (4,442 | ) | (21,721 | ) | (21,127 | ) | ||||
| Amortization of purchased intangibles and favorable lease | (314 | ) | (9 | ) | (647 | ) | (3,342 | ) | ||||
| Employee retention credit | — | — | 631 | — | ||||||||
| Non-GAAP Research and development, net | $ | 33,346 | $ | 10,567 | $ | 97,317 | $ | 40,699 | ||||
| GAAP Selling, general and administrative | $ | 25,887 | $ | 24,035 | $ | 110,273 | $ | 89,026 | ||||
| Stock-based compensation | (4,039 | ) | (4,038 | ) | (19,219 | ) | (16,574 | ) | ||||
| Amortization of purchased intangibles | (1,378 | ) | (1,494 | ) | (5,585 | ) | (4,401 | ) | ||||
| Transaction costs | (30 | ) | (144 | ) | (341 | ) | (649 | ) | ||||
| Performance reserve escrow | (30 | ) | (1,780 | ) | (5,247 | ) | (7,123 | ) | ||||
| Change in fair value of contingent consideration | (205 | ) | 200 | (1,343 | ) | — | ||||||
| Employee retention credit | — | — | 1,080 | — | ||||||||
| Non-GAAP Selling, general and administrative | $ | 20,205 | $ | 16,779 | $ | 79,618 | $ | 60,279 | ||||
| GAAP Operating expenses | $ | 63,375 | $ | 39,053 | $ | 229,327 | $ | 154,194 | ||||
| Stock-based compensation | (7,867 | ) | (8,480 | ) | (40,940 | ) | (37,701 | ) | ||||
| Amortization of purchased intangibles | (1,692 | ) | (1,503 | ) | (6,232 | ) | (7,743 | ) | ||||
| Transaction costs | (30 | ) | (144 | ) | (341 | ) | (649 | ) | ||||
| Performance reserve escrow | (30 | ) | (1,780 | ) | (5,247 | ) | (7,123 | ) | ||||
| Change in fair value of contingent consideration | (205 | ) | 200 | (1,343 | ) | — | ||||||
| Employee retention credit | — | — | 1,711 | — | ||||||||
| Non-GAAP Operating expenses | $ | 53,551 | $ | 27,346 | $ | 176,935 | $ | 100,978 | ||||
| GAAP Operating loss | $ | (47,883 | ) | $ | (37,223 | ) | $ | (177,918 | ) | $ | (135,204 | ) |
| Total non-GAAP adjustments | 13,731 | 17,388 | 69,832 | 79,020 | ||||||||
| Non-GAAP Operating loss | $ | (34,152 | ) | $ | (19,835 | ) | $ | (108,086 | ) | $ | (56,184 | ) |
| GAAP Total other income (expense), net | $ | (1,603 | ) | $ | (995 | ) | $ | (1,003 | ) | $ | 2,258 | |
| Change in fair value of liability classified warrants | — | — | — | (13,482 | ) | |||||||
| Loss on foreign exchange | 394 | 488 | 470 | 4,435 | ||||||||
| Non-GAAP Total other expense, net | $ | (1,209 | ) | $ | (507 | ) | $ | (533 | ) | $ | (6,789 | ) |
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