Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ROCKET LAB USA, INC. |
Entity Central Index Key | 0001819994 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 690,959 | $ 52,792 |
Accounts receivable, net | 13,957 | 2,730 |
Contract assets | 2,490 | 2,045 |
Inventories | 47,904 | 26,135 |
Prepaids and other current assets | 19,454 | 9,412 |
Total current assets | 774,764 | 93,114 |
Non-current assets: | ||
Property, plant and equipment, net | 65,339 | 49,832 |
Intangible assets, net | 57,487 | 11,349 |
Goodwill | 43,308 | 3,133 |
Right-of-use assets - operating leases | 28,424 | 26,902 |
Restricted cash | 1,116 | 1,141 |
Deferred income tax assets, net | 5,859 | 2,398 |
Other non-current assets | 4,550 | 0 |
Total assets | 980,847 | 187,869 |
Current liabilities: | ||
Trade payables | 3,489 | 3,368 |
Accrued expenses | 10,977 | 6,571 |
Employee benefits payable | 8,266 | 4,582 |
Contract liabilities | 59,749 | 26,132 |
Long-term Debt, Current Maturities | 2,827 | 0 |
Other current liabilities | 10,999 | 7,766 |
Total current liabilities | 96,307 | 48,419 |
Non-current liabilities: | ||
Long-term borrowings, excluding current installments | 97,297 | 0 |
Non-current lease liabilities | 28,302 | 27,299 |
Deferred tax liabilities | 466 | 0 |
Warrants and rights outstanding | 58,227 | 0 |
Other non-current liabilities | 1,800 | 3,899 |
Total liabilities | 282,399 | 79,617 |
COMMITMENTS AND CONTINGENCIES (Note 16) | ||
Stockholders' equity (deficit): | ||
Common stock, value | 45 | 8 |
Additional paid-in capital | 1,002,106 | 19,920 |
Accumulated deficit | (305,011) | (187,691) |
Accumulated other comprehensive income | 1,308 | 1,055 |
Total stockholders' equity (deficit) | 698,448 | (166,708) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | 980,847 | 187,869 |
Series A Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock, value | 5,500 | |
Series B Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock, value | 21,503 | |
Series C Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock, value | 16,471 | |
Series D Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock, value | 73,364 | |
Series E Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock, value | 137,622 | |
Series E1 Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
Preferred stock, value | $ 20,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, share authorized | 2,500,000,000 | 416,744,314 |
Common stock, share issued | 450,180,479 | 78,410,162 |
Common stock, share outstanding | 450,180,479 | 78,410,162 |
Series A Preferred Stock [Member] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 0 | 62,496,074 |
Preferred shares, shares issued | 0 | 62,496,074 |
Preferred shares, shares outstanding | 0 | 62,496,074 |
Series B Preferred Stock [Member] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 0 | 108,599,827 |
Preferred shares, shares issued | 0 | 108,293,846 |
Preferred shares, shares outstanding | 0 | 108,293,846 |
Series C Preferred Stock [Member] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | |
Preferred shares, shares authorized | 0 | 44,394,177 |
Preferred shares, shares issued | 0 | 44,275,586 |
Preferred shares, shares outstanding | 0 | 44,275,586 |
Series D Preferred Stock [Member] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | |
Preferred shares, shares authorized | 0 | 24,012,173 |
Preferred shares, shares issued | 0 | 23,312,786 |
Preferred shares, shares outstanding | 0 | 23,312,786 |
Series E Preferred Stock [Member] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 0 | 39,575,426 |
Preferred shares, shares issued | 0 | 39,575,426 |
Preferred shares, shares outstanding | 0 | 39,575,426 |
Series E1 Preferred Stock [Member] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 0 | 5,890,047 |
Preferred shares, shares issued | 0 | 5,890,047 |
Preferred shares, shares outstanding | 0 | 5,890,047 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 62,237 | $ 35,160 |
Cost of revenues | 64,130 | 46,977 |
Gross loss | (1,893) | (11,817) |
Operating expenses: | ||
Research and development, net | 41,765 | 19,142 |
Selling, general and administrative | 58,395 | 23,993 |
Total operating expenses | 100,160 | 43,135 |
Operating loss | (102,053) | (54,952) |
Other income (expense): | ||
Interest income (expense), net | (6,128) | 224 |
Gain (loss) on foreign exchange | (567) | 2,420 |
Change in fair value of liability classified warrants | (15,294) | (2,417) |
Other income (expense), net | (798) | 187 |
Total other income (expense), net | (22,787) | 414 |
Loss before income taxes | (124,840) | (54,538) |
Benefit (provision) for income taxes | 7,520 | (467) |
Net loss | (117,320) | (55,005) |
Other comprehensive income, net of tax: | ||
Foreign currency translation income | 253 | 1,134 |
Comprehensive loss | $ (117,067) | $ (53,871) |
Denominator | ||
Net loss per share attributable to common stockholders-basic and diluted | $ (0.56) | $ (0.73) |
Weighted-average common shares outstanding: | ||
Weighted average common shares outstanding-basic and diluted | 209,895,135 | 75,414,888 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Adjustment [Member] | Common Stock [Member] | Common Stock [Member]Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Adjustment [Member] | Other Comprehensive Income (Loss) [Member] | Other Comprehensive Income (Loss) [Member]Adjustment [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member]Adjustment [Member] | Redeemable Convertible Preferred Stock [Member]Preferred Stock [Member] |
Beginning balance at Dec. 31, 2019 | $ (118,529) | $ (118,529) | $ 0 | $ 7 | $ 14,236 | $ 14,229 | $ (132,686) | $ (132,686) | $ (79) | $ (79) | $ 254,460 | $ 254,460 | |
Beginning balance (in Shares) at Dec. 31, 2019 | 8,076,275 | 73,168,297 | 30,680,373 | 277,953,717 | |||||||||
Retroactive application of Exchange Ratio | $ 7 | (7) | |||||||||||
Retroactive application of Exchange Ratio (in Shares) | 65,092,022 | 247,273,344 | |||||||||||
Net loss | (55,005) | (55,005) | |||||||||||
Exercise of stock options | $ 978 | $ 1 | 977 | ||||||||||
Exercise of stock options (in Shares) | 2,771,051 | 2,771,051 | |||||||||||
Stock-based compensation | $ 4,218 | 4,218 | |||||||||||
Exchange of preferred stock warrants for common stock warrants | 496 | ||||||||||||
Issuance of stock for acquisition | |||||||||||||
Issuance of stock for acquisition (in Shares) | 2,470,814 | ||||||||||||
Issuance of redeemable preferred stock, value | $ 20,500 | ||||||||||||
Issuance of redeemable preferred stock, share | 5,890,047 | ||||||||||||
Issuance of common stock warrant | 496 | 496 | |||||||||||
Other comprehensive income | 1,134 | 1,134 | |||||||||||
Ending balance at Dec. 31, 2020 | (166,708) | $ 8 | 19,920 | (187,691) | 1,055 | 274,960 | |||||||
Ending balance (in Shares) at Dec. 31, 2020 | 78,410,162 | 283,843,764 | |||||||||||
Net loss | (117,320) | (117,320) | |||||||||||
Exercise of stock options | $ 3,122 | 3,122 | |||||||||||
Exercise of stock options (in Shares) | 3,708,786 | 3,688,836 | |||||||||||
Stock-based compensation | $ 33,108 | 33,108 | |||||||||||
Exercise of preferred stock warrants | 6,514 | 6,514 | |||||||||||
Exercise of preferred stock warrants (in Shares) | 817,981 | ||||||||||||
Exchange of preferred stock warrants for common stock warrants | 2,975 | 2,975 | |||||||||||
Conversion of public warrants for common stock | 35 | 35 | |||||||||||
Conversion of public warrants for common stock, shares | 2,180 | ||||||||||||
Conversion of redeemable convertible preferred stock to common stock | 274,961 | $ 29 | 274,932 | $ (274,960) | |||||||||
Conversion of redeemable convertible preferred stock to common stock (in Shares) | 284,661,745 | (284,661,745) | |||||||||||
Issuance of stock for acquisition | 11,568 | 11,568 | |||||||||||
Issuance of stock for acquisition (in Shares) | 853,306 | ||||||||||||
Reverse recapitalization, net of transaction costs | 649,940 | $ 8 | 649,932 | ||||||||||
Reverse recapitalization, net of transaction costs (in Shares) | 81,685,363 | ||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 878,887 | ||||||||||||
Other comprehensive income | 253 | 253 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 698,448 | $ 45 | $ 1,002,106 | $ (305,011) | $ 1,308 | $ 0 | |||||||
Ending balance (in Shares) at Dec. 31, 2021 | 447,919,591 | 450,180,479 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (117,320) | $ (55,005) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10,851 | 9,339 |
Stock compensation expense | 32,557 | 4,218 |
Amortization of inventory step-up | 616 | |
Loss on disposal of assets | 156 | 1,473 |
Loss on debt extinguishment | 496 | |
Amortization of debt issuance costs and discount | 1,546 | |
Noncash lease expense | 2,010 | 1,533 |
Noncash expense associated with liability-classified warrants | 15,294 | 2,615 |
Deferred income taxes | (9,979) | (713) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,789) | (522) |
Contract assets | 1,816 | 5,019 |
Inventories | (12,688) | (11,260) |
Prepaids and other current assets | (10,504) | (2,375) |
Other non-current assets | (4,548) | |
Trade payables | (4,517) | (1,603) |
Accrued expenses | 3,074 | 4,104 |
Employee benefits payables | (326) | 1,538 |
Contract liabilities | 28,057 | 15,921 |
Other current liabilities | 838 | (832) |
Non-current lease liabilities | (1,801) | (965) |
Other non-current liabilities | 370 | (242) |
Net cash used in operating activities | (71,791) | (27,757) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, equipment and software | (25,699) | (25,121) |
Cash paid for acquisitions, net of acquired cash | (66,435) | (12,208) |
Net cash used in investing activities | (92,134) | (37,329) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the exercise of stock options and public warrants | 3,147 | 978 |
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) | |
Net Proceeds from issuance of Series E-1 Preferred Stock | 20,500 | |
Proceeds from Business Combination and PIPE Investment, net of transaction costs | 728,255 | |
Repurchase of shares and options from management | (30,358) | |
Net cash provided by financing activities | 799,939 | 21,478 |
Effect of exchange rate changes on cash and cash equivalents | 2,128 | (153) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 638,142 | (43,761) |
Cash and cash equivalents, and restricted cash, beginning of period | 53,933 | 97,694 |
Cash and cash equivalents, and restricted cash, end of period | 692,075 | 53,933 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 3,991 | |
Cash refunds/(paid) for income taxes | (1,842) | 300 |
Unpaid purchases of property, equipment and software | 938 | 2,090 |
Unpaid transaction costs | 27 | |
Issuance of common stock warrants and accrued issuance costs in connection with loan and security agreement | 677 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,916 | 2,410 |
Issuance of common stock in connection with acquisition, at fair value | 11,568 | |
Contingent consideration assumed at acquisitions | 7,300 | |
Warrants assumed as part of Business Combination | 48,149 | |
Prepaid expenses assumed as part of Business Combination | $ 219 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
DESCRIPTION OF THE BUSINESS | 1. DESCRIPTION OF THE BUSINESS Rocket Lab USA, Inc. (“Rocket Lab” and, together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) is an end-to-end on-orbit on-orbit On August 25, 2021 (the “Closing Date”), the Company consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger, dated March 1, 2021, and amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021 (the “Merger Agreement”), by and among the Company (formerly known as Vector Acquisition Corporation (“Vector”)), Rocket Lab USA, Inc., (“Legacy Rocket Lab”)) and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Legacy Rocket Lab (“Merger Sub”). Vector filed a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Vector was domesticated and continued as a Delaware corporation (the “Domestication”), changing its name to “Vector Acquisition Delaware Corporation” (“Vector Delaware”). As contemplated by the Merger Agreement, Merger Sub merged with and into Vector Delaware, with the separate corporate existence of Merger Sub ceasing and Vector Delaware being the surviving corporation and a wholly owned subsidiary of Legacy Rocket Lab (the “First Merger”) and immediately following the First Merger, Legacy Rocket Lab merged with and into Vector Delaware with Vector Delaware being the surviving corporation in the merger (the “Second Merger,” and, together with the First Merger and the Domestication, the “Business Combination”). The Business Combination was unanimously approved by the boards of directors of each of Vector and Legacy Rocket Lab. In connection with the closing of the Business Combination, the Company changed its name from Vector Acquisition Corporation to Rocket Lab USA, Inc. The “Post Combination Company” following the Business Combination is Rocket Lab USA, Inc. The Business Combination On August 25, 2021, the Company consummated the Business Combination. The following occurred upon the Closing: • The Company repurchased $40,000 of Legacy Rocket Lab Common Stock and options to purchase Legacy Rocket Lab Common Stock from certain members Rocket Lab management. Of the total repurchase amount of $ 40,000 • The remaining outstanding shares of Legacy Rocket Lab common stock and redeemable convertible preferred stock were exchanged for 362,188,208 shares of common stock in the Post Combination Company, based on the exchange ratio of 9.059659. • Holders of 968,617 shares of Vector Class A common stock properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Vector’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share, or $9,686 in the aggregate. The remaining 31,031,383 shares of Vector Class A common stock automatically converted to an equal number of shares of common stock in the Post Combination Company. • The 8,000,000 shares of Vector Class B common stock automatically converted to an equal number of shares of common stock in the Post Combination Company. • Vector warrants that were outstanding and unexercised converted into an equal number of warrants to purchase common stock of the Post Combination Company. • Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 46,700,000 newly-issued In addition, if the closing price of the Post Combination Company common stock was equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing Date and ending on the 180th day following the Closing Date (the “Stock Price Target”), the holders of Legacy Rocket Lab’s equity securities, including options, warrants, restricted stock units and other rights to acquire stock of Legacy Rocket Lab, would have been entitled to receive an aggregate of 32,150,757 additional shares of Post Combination Company Common Stock (the “Earnout Shares”), subject, in the case of holders of options, warrants, restricted stock units and other rights to acquire stock of Legacy Rocket Lab, to the terms of such options, warrants, restricted stock units and other rights. In evaluating the accounting treatment for the earnout, we have concluded that the earnout is not a liability under Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Compensation—Stock Compensation Derivative and Hedging Immediately after giving effect to the Business Combination and the PIPE Financing, the following were outstanding: (i) 447,919,591 shares of Rocket Lab Common Stock, consisting of (a) 362,188,208 shares of Post Combination Company Common Stock issued to holders of Legacy Rocket Lab common stock and redeemable convertible preferred stock, (b) 31,031,383 shares issued to the holders of Vector’s Class A ordinary shares, which reflects the redemption of 968,617 Class A ordinary shares with respect to which holders exercised their redemption right, (c) 8,000,000 shares issued to the holders of Vector’s Class B ordinary shares, and (d) 46,700,000 shares of Post Combination Company Common Stock issued in the PIPE Investment; (ii) warrants to purchase 16,266,666 shares of Post Combination Company Common Stock at an exercise price of $11.50 per share issued upon conversion of the outstanding Vector warrants prior to the Business Combination; (iii) warrants to purchase 891,380 shares of Post Combination Company Common Stock attributable to Legacy Rocket Lab warrants prior to the Business Combination, which had a weighted average exercise price of approximately $0.29 per share, (iv) options to purchase 17,961,684 shares of Post Combination Company Common Stock attributable to Legacy Rocket Lab options prior to the Business Combination, which had a weighted average exercise price of $1.04 per share and 14,253,283 of which were vested, (v) 14,903,640 restricted stock units attributable to restricted stock units of Rocket Lab prior to the Rocket Lab Business Combination, including 4,065,304 with respect to which the time-based vesting conditions had been satisfied and (vi) an earnout obligation of Legacy Rocket Lab prior to the Business Combination pursuant to which the Post Combination Company may be required to issue up to 1,915,356 shares of Post Combination Company Common Stock. In addition, the Earnout Shares will not be issued as described above. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2021: Cash - Vector Trust and cash, net of redemptions $ 310,330 Cash - PIPE Investment 467,000 Less: transaction costs and advisory fees paid (49,075 ) Net proceeds from Rocket Lab Business Combination 728,255 Less: Accrued transaction costs (27 ) Plus: Prepaid expenses assumed as part of Business Combination 219 Less: Warrants assumed as part of Business Combination (48,149 ) Less: Repurchase of Management Shares (30,358 ) Reverse recapitalization, net of transaction costs $ 649,940 The Business Combination was accounted for as a reverse recapitalization in accordance with ASC 805, Business Combinations • Legacy Rocket Lab stockholders considered in the aggregate have a majority interest of voting power in the Post Combination Company. • Members of Legacy Rocket Lab’s board of directors comprise five of the six members of the Post Combination Company’s board of directors as of the closing of the Business Combination. • Legacy Rocket Lab’s senior management continue to compose the senior management of the Post Combination Company • The relative size and valuation of Legacy Rocket Lab compared to Vector. • Legacy Rocket Lab’s business comprises the ongoing operations of the Post Combination Company. In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Rocket Lab’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Rocket Lab redeemable convertible preferred stock, common stock, warrants, options, and restricted stock units prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 9.059659 established in the Business Combination. Post Combination Company common stock and warrants commenced trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “RKLB” and “RKLBW,” respectively, on August 25, 2021. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Principals of Consolidation and Basis of Presentation The consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Rocket Lab USA, Inc. and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, valuation of warrants and stock-based compensation and deferred tax valuation allowances. We based our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results could differ from these estimates and assumptions. Cash and Cash Equivalents The Company considers cash and cash equivalents to be only those investments which are highly liquid, readily convertible to cash and which have a maturity date within ninety days from the date of purchase. The carrying amounts for the Company’s cash equivalents approximate fair value due to their short maturities. Cash equivalents are recorded at fair value and consist primarily of money market funds. Restricted Cash The Company considers restricted cash to include any cash that is legally restricted as to withdrawal or usage. The Company had $1,116 and $1,141 as of December 31, 2021 and 2020, respectively. The balance relates to collateral for letters of credit and money market accounts and is presented in restricted cash in the consolidated balance sheets. Accounts Receivable, Net Accounts receivables represent amounts billed and currently due from customers. The amounts are stated at their net estimated realizable value. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts, which effective January 1, 2020, is based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high-risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of December 31, 2021 and 2020, and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2021 and 2020, were not material. Inventories Inventories consist of components and subassemblies, spare parts and consumable goods. Inventories are recorded at actual acquisition costs and adjusted to the lower of cost or estimated net realizable value. Costs include direct material, direct labor, applicable manufacturing and engineering overhead, and other direct costs. The determination of net realizable value of long-term Prepaids and Other Current Assets Prepaids and other current assets include goods and services tax, prepaid expenses, government grant receivables and miscellaneous receivables. Property, Plant and Equipment, Net Property, plant and equipment, are stated at cost, less accumulated depreciation. Depreciation on Launch Services is calculated using a diminishing value method which approximates a double-declining method over the estimated useful lives of assets. Depreciation on Space Systems is calculated using the straight-line Asset Category Estimated Useful Lives Buildings and improvements 15 to 30 years Machinery, equipment, vehicles and office furniture 2 to 12 years Computer equipment, hardware and software 3 to 5 years Launch site assets 3 to 10 years Leasehold improvements Shorter of remaining lease term or estimated useful life Launch site assets include buildings, machinery and equipment at launch sites. Repair and maintenance costs are expensed as incurred. Assets disposed of or retired are removed from cost and accumulated depreciation accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss. Business Combination The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Intangible Assets, Net Intangible assets consist of purchased intangible assets including developed technology, in-process non-compete one twenty years straight-line or Impairment of Long-Lived Assets Long-lived assets consist of property, plant equipment and intangible assets with estimable useful lives subject to depreciation and amortization. The Company reviews long-lived recoverable. Recoverability of an asset or asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. There was no impairment of long-lived assets during the years ended December 31, 2021 and 2020. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combination. We test goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year. Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations. When testing goodwill for impairment, the Company first performs a qualitative assessment. If the Company determines it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then a one-step impairment test is required. If the Company determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary. To identify whether a potential impairment exists, the Company compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss. Any impairment loss is limited to the carrying amount of goodwill allocated to the reporting unit. There was no impairment of goodwill during the years ended December 31, 2021 and 2020. Fair Value of Financial Instruments We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: • Level 1 • Level 2 • Level 3 The Company considers the carrying values of cash, restricted cash, accounts receivable, accounts payable, and accrued expenses to approximate fair value for these financial instruments due to the short maturities of these instruments. The Company’s preferred stock warrant options and public and private warrants are carried at fair value and determined according to the fair value hierarchy above (Note 5). Assets and Liabilities Recorded at Fair Value on a Non-Recurring Certain assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a non- Fair Value of Common Stock Subsequent to the Business Combination, the fair value of the Company’s common stock is based on the closing market price on the date of grant. Prior to the Business Combination, due to the absence of an active market for the Company’s common stock, the fair value of the Company’s common stock is estimated based on current available information. This estimate required significant judgment and considers several factors, such as estimated probabilities of future liquidation scenarios, future equity values estimated based on project future cash flows and guideline public company information, discount rates, expected volatility and discounts for lack of marketability. These estimates were highly subjective in nature and involved a large degree of uncertainty. Such estimates of the fair value of the Company’s common stock were used in the measurement of stock-based compensation expense and common stock and preferred stock warrants prior to the Business Combination. Equity Issuance Costs Certain transaction costs incurred in connection with the Merger Agreement that are direct and incremental to the Business Combination (see Note 1) have been recorded as a component of additional paid-in capital within the Condensed Consolidated Balance Sheets. Revenue Recognition The Company generates revenue from launch services and space systems. Launch services may be provided as a mission dedicated to a single customer or as a rideshare arrangement with multiple spacecraft from multiple customers. Space systems revenue is comprised of space engineering, program management, spacecraft components, spacecraft manufacturing, space software and mission operations. Revenue is recognized when control of the promised product or service is transferred to our customers at an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company’s revenue contracts are generally fixed-price contracts or time and materials contracts depending upon the nature of the contract. In fixed-price contracts, to the extent actual costs vary from the cost upon which the price was negotiated, the company will generate variable levels of profit or could incur a loss. The Company enters into contracts that can include various combinations of products and services, including contracts that contain both launch services and space systems products and services. In general, each launch and space system product or service is capable of being distinct and accounted for as separate performance obligations. Where contracts contain a single performance obligation, the entirety of the transaction price is allocated to this one performance obligation. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount the Company would sell the product or service to a customer on a standalone basis. The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to its customers. The consideration promised within a contract may include fixed amounts and variable amounts. Variable consideration may consist of final milestone payments or mission success fees that are earned when the payload is delivered to the specified orbit, amongst other types. The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company recognizes revenue when or as control is transferred to the customer, either over-time or at a point-in-time. Generally, launch services revenue is recognized at a point-in-time over-time Revenue for space systems is recognized at a point-in-time or over-time depending upon the nature of the contract with customer. For contracts to provide space engineering, program management and mission operations, the Company recognizes revenues over-time over-time over-time For revenue recognized over-time, the Company uses either an input method, based on costs incurred relative to total estimated costs at completion to estimate the percentage of completion, or an output method, based upon days of service, depending upon the nature of the performance obligation. For revenues measured utilizing an input method, the costs incurred are determined by assessing the physical and technical progress on the performance obligation applied to the standard costs. Due to the nature of the work performed under spacecraft construction contracts, the estimation of physical and technical progress requires judgment and is subject to many variables including but not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials. Contracts for space software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual entity-wide licenses or mission-based licenses, which provide customers with the same functionality and differ primarily in the number of spacecraft into which the software may be integrated. Revenue from space software is recognized upfront at the point-in-time Due to their nature, time and materials contracts contain variable consideration; however, in general, the Company’s performance obligations under time and materials contracts qualify for the “right to invoice” practical expedient. Under this practical expedient, the Company recognizes revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to consideration from a customer in an amount that directly corresponds with the value to the customer of the Company’s performance completed to date. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets include unbilled amounts under contracts when revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional and the invoice is issued. Contract assets are classified as current if the invoice will be delivered to the customer within the succeeding 12-month period with the remaining recorded as long-term. These contract assets are not considered a significant financing component of the company’s contracts as the payment terms are intended to protect the customer in the event the company does not perform on its obligations under the contract. Contract liabilities primarily consists of customer billings in advance of revenues being recognized. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements. Cost of Revenues Cost of revenues includes direct material costs, compensation and benefits and other costs, such as launch service supplies and consumables, lab supplies, insurance, travel, vehicle and equipment related costs directly associated with generating revenues. Selling, General and Administrative Selling, general and administrative expenses consist of indirect costs, including management and executive compensation, corporate costs related to finance, accounting, human resources, information technology, legal, administrative, safety, professional services, rent and other general expenses. Advertising costs are expensed as incurred and presented within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2021 and 2020, advertising costs were not material. Research and Development Costs, net Research and development costs, net primarily include labor, prototype, and professional services related to the development of our Space System platform and components and the Neutron Launch Vehicle. These costs are based on a cost model for research and development relating to internal product development programs not associated with customer contractual arrangements. These costs are presented net of government grants on the consolidated statements of operations and comprehensive loss. Government Grants The Company entered into a funding agreement for a research and development growth grant with an agency of the New Zealand federal government during the year ended 2013. The grant reimbursed up to 20% of the Company’s qualifying research and development costs incurred. The Company recognized a grant receivable once eligible reimbursable research and development expenses are incurred and submitted for reimbursement. Any corresponding grant receivable would be presented within prepaids and other current assets on the consolidated balance sheets. The Company received $3,695 in grant proceeds during the year ended December 31, 2020, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss. The Company entered into a research and development tax incentive program with the New Zealand government effective from January 1, 2021. The tax incentive will reimburse up to 15% of the Company’s qualifying research and development costs incurred. The Company may recognize a grant receivable once eligible reimbursable research and development expenses are incurred and submitted for reimbursement. Any corresponding grant receivable will be presented within other current assets on the consolidated balance sheets. The Company accrued for an estimated amount of $2,563 during the year ended December 31, 2021, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss. The Company entered into an agreement with the U.S. Space Force’s Space Systems Command for development of the Neutron launch vehicle’s upper stage during the year ended 2021. The Company received $393 in proceeds during the year ended December 31, 2021, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company’s stock compensation plan is classified as an equity plan which permits stock awards in the form of employee stock options and restricted stock awards. For awards that vest solely based on continued service, the fair value of an award is recognized as an expense over the requisite service period on a straight-line The fair value of stock options under the Company’s employee equity incentive plan are estimated as of the grant date using the Black-Scholes • Fair value per share of common stock • Expected volatility • Expected term • Risk-free interest rate • Estimated dividend yield The fair value of restricted stock units granted under the Company’s employee equity incentive plans are estimated as of the grant date in an amount equal to the estimated fair value per share of the Company’s common stock. Forfeitures are recognized as incurred for as they occur. Unless otherwise approved, options must be exercised while the individual is an employee or within 90-days of termination when applicable. The expiration date of newly issued options is ten years after grant date unless earlier terminated as provided for in the Plan. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, however, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or we use different assumptions, stock-based Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company utilizes a two-step The Company’s policy is to recognize interest and/or penalties related to all tax positions in income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. Interest and penalties related to uncertain tax positions were not material as of and for the years ended December 31, 2021 and 2020. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in two reportable segments: Launch Services and Space Systems. Foreign Currencies The functional currency of certain of the Company’s wholly owned subsidiaries is the currency of the primary economic environment in which they operate. Assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect on the balance sheet date, with exchange differences or remeasurement included in other (expense) income, net on our consolidated statement of operations and comprehensive loss. Revenue and expenses are translated at average rates of exchange prevailing during the respective period. Translation adjustments resulting from this process are recorded as a component of accumulated other comprehensive income (loss) in the consolidated statement of redeemable convertible preferred stock and shareholders’ deficit. Leases The Company leases certain property, vehicles and equipment. At contract inception, the Company determines if contract contains a lease and whether the lease should be classified as an operating or financing lease. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease prepayments made and excludes lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line The Company excludes short-term Warrant Liability The Company accounts for the warrants assumed in connection with the Business Combination in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging re-measurement Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers For public business entities, the amendments in ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU No. 2021-08 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 3. REVENUES The Company disaggregates revenue by reportable segment and revenue recognition pattern, as it believes these categories best depicts how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables provide information about disaggregated revenue and a reconciliation of the disaggregated revenue during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 Launch Space Total Revenues by recognition model Point-in-time $ 36,576 $ 12,578 $ 49,154 Over-time 2,395 10,688 13,083 Total revenue by recognition model $ 38,971 $ 23,266 $ 62,237 Year Ended December 31, 2020 Launch Space Total Revenues by recognition model Point-in-time $ 31,993 $ 1,910 $ 33,903 Over-time 1,092 165 1,257 Total revenue by recognition model $ 33,085 $ 2,075 $ 35,160 The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (presented within contract assets) and customer advances and deposits (presented within contract liabilities) on the consolidated balance sheets, where applicable. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the consolidated balance sheets at the end of each reporting period. The following table presents the balances related to enforceable contracts as of December 31, 2021 and 2020: December 31, 2021 2020 Contract balances Accounts receivable $ 13,957 $ 2,730 Contract assets 2,490 2,045 Contract liabilities 59,749 26,132 Changes in contract liabilities were as follows: 2021 2020 Contract liabilities, beginning of year $ 26,132 $ 10,211 Contract liabilities assumed at acquisition 5,560 — Customer advances received 41,614 24,694 Recognition of unearned revenue (13,557 ) (8,773 ) Contract liabilities, end of year $ 59,749 $ 26,132 The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business. The amount of revenue recognized from changes in the transaction price associated with performance obligations satisfied in prior years during the years ended December 31, 2021 and 2020 was not material. Remaining unsatisfied performance obligations represent the total dollar value of work to be performed on contracts awarded and in progress. The amount of remaining unsatisfied performance obligations increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of remaining unsatisfied performance obligations when an enforceable agreement has been reached. Remaining unsatisfied performance obligations totaled $241,463 as of December 31, 2021, of which approximately 60% is expected to be recognized within 12 months, with the remaining 40% to be recognized beyond 12 months. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 4. BUSINESS COMBINATIONS Sinclair Interplanetary On April 28, 2020, the Company acquired 100% of the outstanding capital stock and voting interest of Sinclair Interplanetary (“Sinclair Interplanetary”), pursuant to a stock purchase agreement with Sinclair, dated March 6, 2020. The results of Sinclair’s operations have been included in the consolidated financial statements since the acquisition close date. Sinclair Interplanetary is a leading provider of high-quality, Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $12,340. The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 132 Accounts receivable 1,024 Intangible assets, net 10,250 Other current liabilities (2,494 ) Other assets and liabilities, net 533 Identifiable net assets acquired 9,445 Goodwill 2,895 Total purchase price $ 12,340 The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived Type Estimated Fair Value Developed technology 7 $ 9,200 In-process N/A 100 Customer relationships 3 600 Backlog 0.7 50 Trademark and tradenames 3 100 Non-compete 4 200 Total identifiable intangible assets acquired $ 10,250 Goodwill of $2,895 was recorded for the Sinclair Interplanetary acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes. The Company recognized $1,026 of acquisition and integration related costs that were expensed in the year ended December 31, 2020. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.” Compensation Arrangements In connection with the Sinclair Interplanetary acquisition, the Company issued 2,470,814 shares of common stock to the seller upon closing of the acquisition. The shares are subject to a share restriction agreement which restricts the transferability of the shares and provides the Company with a right to repurchase the shares for $0 upon termination of employment of the seller. The Company’s repurchase right lapses in eight equal quarterly installments over the two-year period subsequent to the acquisition date as the seller continues to provide service as an employee, such that at the end of the two-year period following the acquisition date, the shares will be fully transferable, and the Company will no longer have a right to repurchase the shares. Therefore, the shares are accounted for as post-combination compensation expense for services as an employee over the two-year vesting period following the acquisition date. Additionally, the Company agreed to issue to the seller of Sinclair Interplanetary an earnout of up to 1,915,357 additional shares of the Company’s common stock to be paid over a two-year period following the acquisition close date. Issuance of the earnout shares is contingent upon the acquired business meeting certain post-acquisition gross revenue and gross margin targets and the seller continuing to provide services to the Company as an employee during the earnout period. The earnout shares are divided into three tranches. The number of shares to be earned in the first tranche (between 0 and 957,679 shares) is based on revenue and gross margin of the acquired business during the first one-year period following acquisition. The number of shares to be earned in second tranche (between 0 and 957,678 shares) is based on revenue and gross margin of the acquired business during the second one-year period following acquisition. The arrangement also provides for a make-up share tranche, whereby the seller may earn additional shares not earned in the first one-year period following acquisition if the revenue and gross margin of the second one-year period following acquisition met certain specified thresholds. In no event will more than 1,915,357 shares be earned. Due to the continuing employment requirement of the shares issued upon closing of the transaction and continuing employment requirement of the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in research and development expenses in the condensed consolidated statements of operations and comprehensive loss. The stock-based compensation of this award is recognized based on the probability of the performance condition being fully met. The following table provides stock-based compensation expense recognized in conjunction with the Sinclair Interplanetary acquisition: Years Ended December 31, Acquisition stock-based 2021 2020 Shares issued in conjunction with the acquisition $ 1,402 $ 934 Earnout share achievement 1,630 — Total stock compensation related to the acquisition $ 3,032 $ 934 ASI On October 12, 2021, the Company completed the acquisition of Advanced Solutions, Inc. (“ASI”). ASI is an engineering company that develops flight software, simulation systems and guidance, navigation and control systems. ASI’s customers include agencies within the Defense Department, Air Force, NASA, other aerospace prime contractors, commercial spacecraft developers and space startups. ASI will be part of the Company’s Space Systems operating segment and continue to serve its current customers and support the Company’s Photon missions, spacecraft components, and space and ground software capabilities. Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $29,935. The purchase agreement also includes an additional potential earn out payment of up to $ 5,500 metrics for the business in its fiscal year ending December 31, 2021. The contingent cash consideration was classified as a liability and included in accrued expenses on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 2,245 Accounts receivable 1,920 Intangible assets 15,900 Employee benefits payable (1,310 ) Other assets and liabilities, net 21 Identifiable net assets acquired 18,776 Goodwill 16,659 Total purchase price $ 35,435 The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived Type Estimated Fair Value Developed technology 7 $ 11,400 In-process N/A 300 Customer relationships 10 3,100 Trademark and tradenames 7 1,100 Total identifiable intangible assets acquired $ 15,900 Goodwill of $16,659 was recorded for the ASI acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. Goodwill is expected to be deductible for income tax purposes. The Company recognized $522 of acquisition and integration related costs that were expensed in the current period. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.” Compensation Arrangements In connection with the acquisition, the Company deposited $12,015 with an escrow agent pursuant to purchase agreement for key ASI employees which was included in prepaid and other current assets and other non-current assets on the Company’s consolidated balance sheet. The employees must stay employed with the Company through each vesting date to be eligible to receive the performance reserve payments, and non-vested payments are forfeited if employment with the Company ceases. The performance reserve vests quarterly beginning with January 1, 2022 through October 1, 2023. In addition, under the agreement, the Company will make payment for a partial tax gross up. Due to the continuing employment requirement of the performance reserve, the costs associated with the performance reserve are recognized as post-combination compensation expense recognized in production and selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company recognized $1,895 in connection with the performance reserve payments during the year ended December 31, 2021. PSC On November 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Platinum Merger Sub, Inc. (“Merger Sub”), Planetary Systems Corporation (“PSC”), and Michael Whalen as shareholder representative, which provides for, among other things, the merger of Merger Sub with and into PSC, with PSC being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, all of the issued and outstanding shares of PSC will be cancelled in exchange for aggregate consideration of up to approximately $42,000 in cash, 1,720,841 shares of the Company’s common stock, and up to 956,023 shares of the Company’s common stock that are subject to a performance based earn-out, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (the “Acquisition”). The Merger Agreement contains representations, warranties and indemnification provisions customary for transactions of this kind. In connection with the Acquisition, the Company has entered into customary offer letters or employment agreements with certain key employees of PSC. On November 30, 2021, the Company completed the acquisition of PSC. PSC is a trusted leader in separation systems and spacecraft dispensers across the space industry, PSC’s flight-proven, Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $42,400 and stock consideration valued at $11,568. The purchase agreement also includes an additional potential earn out payment of up to $10,000 based on achievement of certain performance metrics for the business in its fiscal year ending December 31, 2022 and 2023. The contingent consideration, to be paid in common stock, was classified as a liability and included in other non-current liabilities on the Company’s consolidated balance sheet. To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching targets contained in the purchase agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $1,800. At December 31, 2021, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 3,655 Accounts receivable 2,543 Inventories 7,088 Intangible assets 33,000 Employee benefits payable (1,212 ) Contract liabilities (1) (5,352 ) Other current liabilities (1,683 ) Non-current deferred tax liabilities (6,762 ) Other assets and liabilities, net 1,040 Identifiable net assets acquired 32,317 Goodwill 23,451 Total purchase price $ 55,768 (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived Type Estimated Fair Value Developed technology 8 $ 23,500 In-process N/A 1,500 Customer relationships 15 3,400 Backlog 1 400 Trademark and tradenames 15 4,200 Total identifiable intangible assets acquired $ 33,000 Goodwill of $23,451 was recorded for the PSC acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes. The Company recognized $1,024 of acquisition and integration related costs that were expensed in the current period. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.” Compensation Arrangements In connection with the acquisition, the Company issued 1,720,841 shares of the Company common stock to the seller upon closing of the acquisition, of which 991,446 shares are held by key PSC employees. The shares are subject to a holdback agreement which restricts the transferability of the shares. The Company’s repurchase right lapses in eight equal quarterly installments over the two-year period subsequent to the acquisition date as the seller continues to provide service as an employee, such that at the end of the two-year period following the acquisition date, the shares will be fully transferable, and the Company will no longer have a right to repurchase the shares. Therefore, the shares are accounted for as post-combination compensation expense for services as an employee over the two-year vesting period following the acquisition date. Due to the continuing employment requirement of the shares issued upon closing of the transaction and the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company recognized $715 of stock-based compensation during the year ended December 31, 2021 in connection with the holdback agreement shares. Unaudited Pro Forma Information The Company’s 2021 consolidated statement of operations includes revenues and operating loss of $6,617 and $3,877, respectively, related to the PSC and ASI acquisitions. The Company’s 2020 consolidated statement of operations includes revenue and operating loss of $2,075 and $936, respectively, related to the Sinclair acquisition. The unaudited consolidated financial information summarized in the following table gives effect to the 2021 and 2020 acquisitions assuming they occurred on January 1, 2020. These unaudited consolidated pro forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected as a result of the acquisitions. These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2020, nor does the information project results for any future period. As Acquisitions Pro-Forma Consolidated Pro-Forma 2021 Revenues $ 62,237 $ 21,629 $ 83,866 Net (loss) income (117,320 ) 6,377 (110,943 ) 2020 Revenues $ 35,160 $ 21,525 $ 56,685 Net (loss) income (55,005 ) 6,664 (48,341 ) |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 5. FAIR VALUE OF FINANCIAL INSTRUMENTS As of December 31, 2021 and 2020, the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows: December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 635,269 $ — $ — $ 635,269 Total $ 635,269 $ — $ — $ 635,269 Liabilities: Other non-current Public and Private Warrants (Note 11) $ 58,227 $ — $ — $ 58,227 Total $ 58,227 $ — $ — $ 58,227 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 49,869 $ — $ — $ 49,869 Total $ 49,869 $ — $ — $ 49,869 Liabilities: Other non-current Warrants-preferred stock (Note 11) $ — $ — $ 3,899 $ 3,899 Total $ — $ — $ 3,899 $ 3,899 The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument. The Company’s warrant liability as of December 31, 2021 includes public and private placement warrants that were originally issued by Vector, but which were transferred to the Company as part of the Closing of the Business Combination (the “Public Warrants” and “Private Warrants”, respectively, or together, the “Public and Private Warrants”). The Public and Private Warrants are recorded on the balance sheet at fair value. The carrying amount is subject to remeasurement at each balance sheet date. With each remeasurement, the carrying amount will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations and comprehensive loss. The Public Warrants are publicly-traded under the symbol “RKLBW”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The Private Warrants are held by a single holder. ASC 820, Fair Value Measurements, within Level 1 of the fair value hierarchy. The closing price of the Public Warrants was $2.96 and $3.58 as of August 25, 2021 and December 31, 2021, respectively. The fair value of the Public and Private Warrants was $48,149 and $58,227 as of August 25, 2021 and December 31, 2021, respectively. The preferred stock warrants consisted of warrants to purchase Legacy Rocket Lab Series B, Series C and Series D preferred stock. On July 12, 2021, the holders of the warrants to purchase Legacy Rocket Lab Series C and Series D preferred stock exercised the warrants. In connection with the closing of the Business Combination, the warrants to purchase Legacy Rocket Lab Series B preferred stock were exchanged for warrants to purchase common stock. On September 10, 2021, these common stock warrants were exercised by the holders (see Note 11). As of December 31, 2020, the fair value of the preferred stock warrants was estimated primarily using a combination of the guideline public company method, an income approach based on discounted estimated future cash flows, the probability-weighted There were no transfers between fair value measurement levels during the years ended December 31, 2021 and 2020. The change in the warrant liabilities measured at fair value using level three unobservable inputs is as follows for the years ended December 31, 2021 and 2020: Balance, at January 1, 2020 $ 1,284 Cost of warrants vesting during the year 198 Change in fair value included in earnings 2,417 Balance, at December 31, 2020 3,899 Cost of warrants vesting during the period 352 Change in fair value included in earnings 5,238 Exercise of warrants to purchase Legacy Rocket Lab Series C and D preferred stock (6,514 ) Exchange of warrants to purchase Legacy Rocket Lab Series B preferred stock to common stock warrants (2,975 ) Balance, at December 31, 2021 $ — As of the December 31, 2020, the fair value of the preferred stock warrants was estimated primarily using a combination of the guideline public company method, an income approach based on discounted estimated future cash flows, the probability-weighted |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 6. INVENTORIES Inventories as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Raw materials $ 21,517 $ 14,023 Work in process 24,166 12,112 Finished goods 2,221 — Total inventories $ 47,904 $ 26,135 |
PREPAIDS AND OTHER CURRENT ASSE
PREPAIDS AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAIDS AND OTHER CURRENT ASSETS | 7. PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Prepaid expenses $ 14,787 $ 2,628 Government grant receivables 2,563 5,870 Other current assets 2,104 914 Total prepaids and other current assets $ 19,454 $ 9,412 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 8. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Buildings and improvements $ 25,075 $ 20,330 Machinery, equipment, vehicles and office furniture 24,848 23,755 Computer equipment, hardware and software 5,617 3,836 Launch site assets 9,611 7,582 Construction in process 22,379 10,177 Property, plant and equipment—gross 87,530 65,680 Less accumulated depreciation and amortization (22,191 ) (15,848 ) Property, plant and equipment—net $ 65,339 $ 49,832 Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended 2021 2020 Cost of revenues $ 4,608 $ 4,527 Research and development, net 585 416 Selling, general and administrative 2,337 1,591 Total depreciation expense $ 7,530 $ 6,534 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | 9. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The following table presents the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2021 and 2020: Launch Space Total Balance at December 31, 2019 $ — $ — $ — Acquisitions — 2,895 2,895 Foreign currency translation adjustment — 238 238 Balance at December 31, 2020 — 3,133 3,133 Acquisitions — 40,110 40,110 Foreign currency translation adjustment — 65 65 Balance at December 31, 2021 $ — $ 43,308 $ 43,308 Intangible Assets The components of intangible assets consisted of the following as of December 31, 2021 and 2020: December 31, 2021 Gross Accumulated Net Carrying Finite-Lived Intangible Assets Developed Technology $ 45,066 $ (3,039 ) $ 42,027 Capitalized software 3,769 (2,893 ) 876 Customer relationships 7,163 (458 ) 6,705 Non-compete 221 (93 ) 128 Capitalized intellectual property 374 (80 ) 294 Trademarks and tradenames 5,411 (120 ) 5,291 Backlog 455 (89 ) 366 Indefinite-Lived Intangible Assets In-process 1,800 — 1,800 Total $ 64,259 $ (6,772 ) $ 57,487 December 31, 2020 Gross Accumulated Net Carrying Finite-Lived Intangible Assets Developed technology $ 10,090 $ (973 ) $ 9,117 Capitalized software 3,541 (2,379 ) 1,162 Customer relationships 658 (148 ) 510 Non-compete 219 (37 ) 182 Capitalized intellectual property 199 (51 ) 148 Trademarks and tradenames 149 (29 ) 120 Backlog 55 (55 ) — Indefinite-Lived Intangible Assets In-process 110 — 110 Total $ 15,021 $ (3,672 ) $ 11,349 Amortization expense recorded in the condensed consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020, respectively consisted of the following: Years Ended 2021 2020 Cost of revenues $ 559 $ 1,289 Research and development 2,088 6 Selling, general and administrative 674 927 Total amortization expense $ 3,321 $ 2,222 The following table outlines the estimated future amortization expense related to finite-lived 2022 $ 8,118 2023 7,371 2024 7,161 2025 7,066 2026 7,037 Thereafter 18,934 Total $ 55,687 |
LOAN AND SECURITY AGREEMENT
LOAN AND SECURITY AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOAN AND SECURITY AGREEMENT | 10. LOAN AND SECURITY AGREEMENT Hercules Capital Secured Term Loan On June 10, 2021, the Company entered into a $100,000 secured term loan agreement with Hercules Capital, Inc. (the “Hercules Capital Secured Term Loan”) and borrowed the full amount under the secured term loan agreement. The term loan has a maturity date of June 1, 2024 and is secured by substantially all of the assets of the Company. Payments due for the term loan are interest-only until the maturity date with interest payable monthly in arrears. The outstanding principal bears (i) cash interest at the greater of (a) 8.15% or (b) 8.15% plus the prime rate minus 3.25% and (ii) payment-in-kind interest of 1.25% which is accrued and added to the outstanding principal balance. Prepayment of the outstanding principal is permitted under the loan agreement and subject to certain prepayment fees. In connection with the secured term loan, the Company paid an initial facility charge of $1,000 and the Company will be required to pay an end of term charge of $3,250 upon repayment of the loan. The secured term loan agreement contains customary representations, warranties, non-financial In connection with the $100,000 Hercules Capital Secured Term Loan, the Company repaid the $15,000 advance under the Revolving Line and Term Loan Line and terminated the Loan and Security Agreement (see below). Revolving Line and Term Loan Line On December 23, 2020, the Company entered into a Loan and Security Agreement “(the Loan and Security Agreement”) with Silicon Valley Bank (“SVB”) for a maximum of $35,000 in financing and issued SVB warrants to purchase 121,689 shares of common stock at a price of $1.28 per share (see Note 11). The $ 35,000 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 11. WARRANTS Equity Classified Common Stock Warrants During December 2020, in connection with the Loan and Security Agreement (see Note 10), the Company issued warrants to acquire 121,689 shares of common stock at an exercise price of $1.28 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The fair value of these warrants was $496 at issuance which was recorded to interest expense upon repayment of the amounts outstanding under the Loan and Security Agreement during the year ended December 31, 2021. During 2016, the Company issued warrants to acquire 463,710 shares of common stock at an exercise price of approximately $0.09 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The estimated fair value of these warrants was $23 at issuance, reflected as equity in the consolidated balance sheet as of December 31, 2020 within additional paid-in The warrants were classified as equity in accordance with ASC 480, Distinguishing Liabilities from Equity On September 10, 2021, all 585,399 warrants were exercised on a net share basis, which resulted in the holders of the warrants receiving 575,840 shares of common stock. Liability Classified Preferred Stock Warrants During 2015, the Company issued warrants to acquire 305,981 shares of Legacy Rocket Lab Series B Preferred Stock at an exercise price of approximately $0.20 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The fair value of the warrants was $1,466 as of December 31, 2020. In connection with the Business Combination, these warrants were exchanged for warrants to acquire 305,981 shares of common stock at an exercise price of approximately $0.20 per share. Immediately prior to the exchange, the warrants were adjusted to current fair value of $2,975. On September 10, 2021, all 305,981 common stock warrants were exercised on a net share basis, which resulted in the holders of the warrants receiving 303,047 shares of common stock. During 2016, the Company issued warrants to acquire 118,591 shares and 699,388 shares of Legacy Rocket Lab Series C and D Preferred Stock, respectively, at an exercise price of $0.25 and $2.10 per share, respectively, as a sales incentive for entering into a development agreement with a current customer. The warrants vest as certain milestones within the development agreement are achieved and cost associated with the vesting of the warrants is recognized as a reduction in revenues within the condensed consolidated statements of operations and comprehensive loss as the related revenue is recognized. The cost associated with the remeasurement of the vested warrants to fair value is recognized within other (expense) income, net within the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2020, warrants to purchase 86,973 shares of Legacy Rocket Lab Series C Preferred Stock and 512,885 shares of Legacy Rocket Lab Series D Preferred Stock were vested. The fair value of the vested warrants was $2,433 as of December 31, 2020. On July 12, 2021, all of the warrants to purchase Legacy Rocket Lab Series C and D Preferred Stock were exercised into shares of Legacy Rocket Lab Series C and D Preferred Stock. The fair value of the warrants was $6,514 immediately prior to their exercise. The proceeds of the exercise of the warrants are reflected as equity in the condensed consolidated balance sheet as of December 31, 2021 within additional paid-in As of December 31, 2020, and for the period prior to their exchange for common stock warrants or exercise, the above warrants to purchase Legacy Rocket Lab preferred stock were classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity paid-in Public and Private Warrants As part of the closing of the Business Combination, the Company assumed Public Warrants and Private Warrants to purchase up to 10,666,666 shares and 5,600,000 shares of common stock of the Post Combination Company, respectively, which are exercisable at $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants became exercisable on September 29, 2021, one year from the closing of the Vector IPO. The Public Warrants will expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per common share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the common shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per common share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Warrants): • in whole and not in part: • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares set forth in the warrant agreement determined based on the redemption date and the fair market value of the common shares; • if, and only if, the closing price of the common shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the common shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above under the heading “ Redemption of warrants when the price per common share equals or exceeds $10.00 The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the common shares issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until 30 days after the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, Redemption of warrants when the price per common share equals or exceeds $10.00 As of December 31, 2021, the Public and Private Warrants are classified as liabilities in accordance with ASC 815, Derivatives and Hedging On December 22, 2021, the Company announced it would redeem (the “Redemption”) all of its Public Warrants and Private Warrants for a redemption price of $0.10 per Warrant (the “Redemption Price”). In connection with the Redemption, Public Warrants may be exercised by holders prior to January 31, 2022 either (i) in cash, at an exercise price of $11.50 per share of the Company’s common stock or (ii) on a cashless basis, for 0.2843 shares of common stock per Public Warrant. See Note 22 for more information. |
CAPITALIZATION
CAPITALIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITALIZATION | 12. CAPITALIZATION Common Stock The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders’ meeting and to vote upon certain events. Redeemable Convertible Preferred Stock Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series E-1 The dividend rate and issue price of Preferred Stock, par value of $0.0001, as of December 31, 2020 were as follows: Preferred Stock Dividend Issue Series A $ 0.01 $ 0.09 Series B $ 0.01 $ 0.20 Series C $ 0.02 $ 0.37 Series D $ 0.19 $ 3.15 Series E $ 0.21 $ 3.48 Series E-1 $ 0.21 $ 3.48 Upon the Closing of the Business Combination, the outstanding shares of Preferred Stock were converted into shares of common stock of the Post Combination Company at the Exchange Ratio of 9.059659. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION Equity Incentive Plans The Company has a single active equity incentive plan, the Rocket Lab 2021 Stock Option and Incentive Plan (the “2021 Plan”), with the objective of attracting and retaining available employees and directors by providing stock-based and other performance-based compensation. The 2021 Plan provides for the grant of equity awards to officers, employees, directors and other key employees as well as service providers which include incentive stock options, non-qualified Prior to the Business Combination, the Company maintained the Rocket Lab 2013 Stock Option and Grant Plan (the “2013 Plan”). The 2013 Plan was terminated in connection with the consummation of the Business Combination, and accordingly, no shares are available for future issuance under the 2013 Plan following the Closing Date. Upon the consummation of the Business Combination, all outstanding stock options under the 2013 Plan, whether vested or unvested, were converted into options to purchase a number of shares of common stock of the Post Combination Company based on the Exchange Ratio, with a corresponding adjustment to the exercise price such that there was no change to the aggregate exercise price for the options. Similarly, upon consummation of the Business Combination, all outstanding restricted stock units under the 2013 Plan, whether vested or unvested, were converted into a number of restricted stock units of the Post Combination Company based on the Exchange Ratio. The 2013 Plan will continue to govern outstanding awards granted thereunder. Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended 2021 2020 Cost of revenues $ 10,996 $ 1,400 Research and development 9,973 1,183 Selling, general and administrative 11,588 1,635 Total stock-based compensation expense $ 32,557 $ 4,218 Options Options issued to all optionees under the 2013 Plan vest over four years from the date of issuance (or earlier vesting start date, as determined by the board of directors) as follows: 25% on the first anniversary of date of grant and the remaining vest monthly over the remaining vesting term. The following summarizes the stock option activity of the 2013 Plan for the years ended December 31, 2021 and 2020: Options to Weighted- Weighted- Weighted- Aggregate Outstanding — at January 1, 2020 27,263,775 $ 0.97 $ 0.50 7.95 $ 11,941 Granted 90,597 1.41 0.78 Exercised (2,771,051 ) 0.36 3.21 2,565 Forfeited (1,508,243 ) 1.26 Expired (986,352 ) 1.05 Outstanding — at December 31, 2020 22,088,726 $ 1.03 $ 0.53 7.12 $ 85,853 Granted — — — — — Exercised (3,708,786 ) 1.00 0.51 4.32 41,822 Forfeited (857,579 ) 1.21 0.60 0.01 9,131 Expired (177,033 ) 1.16 0.31 — 1,969 Outstanding — at December 31, 2021 17,345,328 $ 1.03 $ 0.54 6.03 $ 195,111 Options vested and exercisable — at December 31, 2021 15,112,440 $ 1.01 $ 0.52 5.90 $ 170,320 Options vested and exercisable — at December 31, 2020 14,739,214 $ 0.97 $ 0.49 6.83 $ 57,660 The following weighted-average 2021 2020 Fair value per share of common stock $ — $ 1.41 Expected volatility — % 60.0 % Risk-free interest rate — % 0.6 % Expected life (years) — 6.25 Dividend rate None None As of December 31, 2021, total estimated unrecognized stock compensation expense related to unvested options granted under the 2013 Plan was $1,331, which is expected to be recognized over the next 0.8 years. Performance-based Restricted Stock Units time-based As of December 31, 2020, the Company believed it is not probable that the performance condition for the performance-based restricted stock units will be satisfied as such events which would satisfy the performance condition are generally not deemed probable until the event occurs. Accordingly, the Company did not recognize any stock-based compensation expense during the year ended December 31, 2020, for these awards. Upon consummation of the Business Combination, it became probable that the performance condition for the performance-based stock-based The following summarizes the performance-based restricted stock unit activity of the Plan for the years ended December 31, 2021 Number of Weighted- Outstanding — at January 1, 2020 6,818,453 $ 1.41 Granted 5,954,361 1.25 Forfeited (941,759 ) 1.40 Outstanding — at December 31, 2020 11,831,055 1.33 Granted 6,542,426 9.68 Forfeited (1,426,559 ) 2.10 Outstanding — at December 31, 2021 16,946,922 $ 4.49 Units expected to vest — at December 31, 2021 16,946,922 $ 4.49 Units expected to vest — at December 31, 2020 — $ — Management Redemption In connection with the Business Combination, the Company modified 498,177 shares of common stock and vested options to purchase 558,769 shares of common stock held by certain members of management and obtained through stock-based compensation arrangements to provide for cash redemption, which resulted in a change from equity to liability classification for these shares and options. The Company redeemed these shares and options on August 25, 2021 for $10,000. The Company recognized the redemption amount in excess of the amounts previously recognized within additional paid-in capital for these awards as stock-based compensation expense. This resulted in the recognition of $9,642 of compensation expense associated with the redemption and an adjustment of approximately $359 to additional paid-in capital for stock compensation previously recognized related to these awards. In addition, on August 25, 2021, the Company redeemed 2,989,088 shares of common stock held by management for $30,000 as an adjustment to additional paid-in 2021 Employee Stock Purchase Plan In August 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved to reserve 9,980,000 shares of common stock for issuance for awards in accordance with the terms of the 2021 ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 9,980,000 shares of common stock, (ii) 1% of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 or (iii) the number of common stock shares as determined by the Board. The purpose of the 2021 ESPP is to enable eligible employees to use payroll deductions to purchase shares of common stock and thereby acquire an interest in the Company. Eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month 6-month |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | 14. EMPLOYEE BENEFITS Defined Contribution Plans The Company’s 401(k) Savings and Retirement Plan covers any eligible employee on the active payroll of the Company. The Company’s contributions were approximately $441 and $277 during the years ended December 31, 2021 and 2020, respectively. The Company’s contributions consist of matching contributions, and non-elective contributions on behalf of employees. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | 15. LEASES The Company has operating leases for properties, vehicles and equipment. The Company’s leases have remaining lease terms of one year to nineteen years, some of which include options to extend the lease term for up to one year, and some of which include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Supplemental balance sheet information related December 31, Liabilities Presentation 2021 2020 Current: Operating lease liabilities Other current liabilities $ 2,383 $ 1,670 Non-current: Operating lease liabilities Non-current 28,302 27,299 Total lease liabilities $ 30,685 $ 28,969 The components of lease expense were as follows during the years ended December 31: Years Ended 2021 2020 Operating lease costs $ 3,356 $ 2,552 Finance lease costs: Amortization of right-of-use $ — $ 583 Interest on lease liabilities — 95 Total finance lease costs $ — $ 678 Supplemental cash flow information related to leases is as follows for the years ended December 31: Cash paid for amounts included in the measurement of lease liabilities: Years Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,051 $ 2,080 Operating cash flows from finance leases — 95 Right-of-use Operating leases $ 3,916 $ 2,410 The weighted average remaining lease term related to operating leases was 10.6 years and 12.1 years as of December 31, 2021 and 2020, respectively. The weighted average discount rate related to operating leases was 4.8% and 5.5% as of December 31, 2021 and 2020, respectively. The following is a schedule of the future minimum operating lease payments by year as of December 31: Operating 2022 $ 3,799 2023 4,076 2024 3,984 2025 3,728 2026 3,790 Thereafter 21,636 Total lease payments 41,013 Less imputed interest (10,328 ) Total $ 30,685 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Litigation and Claims The Company is, and from time to time may be, a party to claims and legal proceedings generally incidental to its business that are principally covered under contracts with its customers and insurance policies. In the opinion of management, there are no legal matters or claims likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows. Other Commitments The Company has commitments under its lease obligations (Note 15). Contingencies The Company records a contingent liability when it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. On May 23, 2016, the Company entered into a launch services agreement with a customer to provide three commercial dedicated launches which would deliver the customer’s payloads over the period of 2017 through 2020. Per the terms of the agreement, each dedicated launch shall have a firm fixed price below current launch vehicle costs. During the year ended December 31, 2018, the Company determined that it was probable that the costs to provide the services as stipulated by the launch services agreement would exceed the fixed firm price of each launch. As such, the Company recorded a provision for contract loss for these three dedicated launches. During the year ended December 31, 2020, one of the three launches occurred. On April 21, 2021, the launch services agreement was amended, resulting in one additional launch and the potential for price increases on the second and third launches dependent on the customer’s desired payload configuration. The provision for contract losses outstanding as of December 31, 2021, which primarily is related to the remaining three remaining launches, was $4,803. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 17. INCOME TAXES The components of the pretax loss from domestic and foreign operations for the years ended December 31, 2021 and 2020 were as follows: Years Ended 2021 2020 US loss before income taxes $ (132,585 ) $ (56,439 ) Foreign income before income taxes 7,745 1,901 Pretax loss from operations $ (124,840 ) $ (54,538 ) The provision (benefit) for income taxes for the years ended December 31, 2021 and 2020 is as follows: Years Ended 2021 2020 Current: Federal $ — — State 2 — Foreign 2,377 1,410 Total 2,379 1,410 Deferred: Federal (5,957 ) — State (339 ) — Foreign (3,603 ) (943 ) Total (9,899 ) (943 ) (Benefit) provision for income taxes $ (7,520 ) $ 467 The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income as a result of the following differences: Years Ended December 31, 2021 2020 Federal statutory rate $ (26,216 ) 21.00 % $ (11,453 ) 21.00 % Adjustments for tax effects of: Permanent differences and other (477 ) 0.38 % 634 (1.16 )% Warrants 2,421 (1.94 )% 200 (0.37 )% Stock-based compensation (2,399 ) 1.92 % (203 ) 0.37 % Increase in valuation allowance 19,151 (15.34 )% 11,289 (20.70 )% (Benefit) provision for income taxes $ (7,520 ) 6.02 % $ 467 (0.86 )% The significant components of the Company’s deferred tax assets and liabilities were as follows as of December 31, 2021 and 2020: December 31, 2021 2020 Deferred tax assets: Accrued expenses $ 2,105 $ 1,969 Inventories 409 353 Deferred revenue 14,160 5,503 Lease liability 7,244 7,426 Stock options 7,950 2,082 Warrants — 519 Interest expense 1,075 — Net operating losses 41,688 30,264 Tax credits 898 923 Other — 4 Total deferred tax assets 75,529 49,043 Valuation allowance (58,235 ) (39,084 ) Total deferred tax assets, net 17,294 9,959 Deferred tax liabilities: Right of use asset (6,723 ) (6,954 ) Depreciation and amortization (5,160 ) — Other (18 ) — Unrealized gain — (757 ) Total deferred tax liabilities (11,901 ) (7,711 ) Net deferred tax assets $ 5,393 $ 2,248 The realization of deferred tax assets may be dependent on the Company’s ability to generate sufficient income in future years in the associated jurisdiction to which the deferred tax assets relate. A valuation allowance against the net deferred tax assets has been recorded at December 31, 2021 and 2020, in the amount of $58,235 and $39,084, respectively, as realization of the deferred tax assets is uncertain. The Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Based on the review of all positive and negative evidence, including a three-year cumulative pre-tax book loss, it was concluded that a full valuation allowance should be recorded against all U.S. deferred tax assets at December 31, 2021 and 2020. In the event that the Company were to determine that it would be able to realize all or part of its U.S. deferred tax assets in the future, it would decrease the valuation allowance and recognize a corresponding tax benefit in the period in which it made such a determination. The Company acquired Planetary Systems Corporation in a plan of reorganization under IRC Section 368 on November 15, 2021. Under ASC 805-740, the Company recorded deferred tax liabilities of $6,762 related to developed technology, customer lists, backlog, trademarks and trade name and fixed assets as part of the business combination. As a result of recording the deferred tax liabilities, the Company’s valuation allowance decreased by $6,296. While the adjustment is a result of the plan of reorganization, ASC 805-740-30-3 requires the reduction in the valuation allowance to be recognized as a benefit in the income statement, and not as a component of acquisition accounting. As of December 31, 2021 and 2020, the Company had unrecognized tax benefits of $835 and $800 related to net operating losses incurred in prior years, respectively, of which $667 and $632 will affect the effective tax rate if recognized when the Company no longer has a valuation allowance offsetting its deferred tax assets, respectively. The reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31 is as follows: 2021 2020 Balance at beginning of year $ 800 $ 800 Increase related to current year tax position 35 — Balance at end of year $ 835 $ 800 The Company believes it is reasonably possible it will not reduce its unrecognized tax benefits within the next year. Due to the net operating loss (“NOL”) carryforwards, the U.S. federal and state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years beginning with the year ended March 31, 2016. Our foreign subsidiaries are generally subject to examination within four years from the end of the tax year during which the tax return was filed. The years subject to audit may be extended if the entity substantially understates corporate income tax. The Company is not currently under examination by the IRS, foreign or state and local tax authorities. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. As of December 31, 2021 and 2020, there were no accrued interest and penalties. At December 31, 2021 and 2020, the Company had federal NOL carryforwards of approximately $195,305 and $143,712, respectively, which is comprised of definite and indefinite NOLs. The Company had definite federal NOL carryforwards of approximately $57,135 as of December 31, 2021 and 2020, which begin to expire in varying amounts beginning in 2034. Federal NOLs generated after 2017 of approximately $138,170 and $86,577 as of December 31, 2021 and 2020, respectively will carryforward indefinitely and are available to offset up to 80% of future taxable income each year. The Company also had state NOL carryforwards of approximately $19,587 and $10,769 as of December 31, 2021 and 2020, respectively, available to reduce future taxable income, if any. If not realized, the state NOLs will begin to expire in varying amounts beginning in 2035. Utilization of the NOL carryforwards may become subject to annual limitations due to ownership changes that could occur in the future as provided by Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of the NOL and tax credit carryforwards that can be utilized annually to offset future taxable income. The Company has engaged outside consultants to perform a Section 382 analysis, which, as of December 31, 2021, has not been completed. If a Section 382 ownership change has occurred, then the carrying amount of any tax attribute carryforwards may be restricted or eliminated. If eliminated, the related asset would be removed from the deferred tax assets with a corresponding reduction in the valuation allowance. The Company does not record U.S. income taxes on the undistributed earnings of its foreign subsidiaries based upon the Company’s intention to permanently reinvest undistributed earnings to ensure sufficient working capital and further expansion of existing operations outside the United States. In the event the Company is required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs and tax consequences. The Jobs Act subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Company has elected to account for GILTI in the year the tax is incurred in accordance with the FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, which states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. The Jobs Act amended the Internal Revenue Code (the “Code”), effective for amounts paid or incurred in tax years beginning after December 31, 2021, to eliminate the immediate expensing of research and experimental expenditures (“R&E”) and require taxpayers to charge their R&E expenditures and software development costs (collectively, R&E expenditures) to a capital account. Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research). Additionally, we may claim the R&E credit only for costs that are eligible to be treated as R&E expenditures under the Code, it is expected that any amounts treated as qualified research expenditures for purposes of the R&E credit also will be capitalized under Code. Generally, we would expect both the amount of our net operating losses and R&E credits generated to decrease compared to tax years 2021 and prior over the next 5 years. Due to our full federal valuation allowance, we anticipate these changes to be immaterial. On March 27, 2020, The CARES Act was signed into law in response to the economic challenges facing U.S. businesses. The CARES Act provides sweeping tax changes in response to the COVID-19 On December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 18. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. While outstanding, each series of Preferred Stock was considered to be a participating security. Therefore, the Company applies the two-class Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method, or two-class method for participating securities, whichever is more dilutive. Potentially dilutive shares are comprised of Preferred Stock, Preferred Stock warrants, common stock warrants, restricted stock units, stock options, and Earnout Shares issuable upon the achievement of the Stock Price Target (see Note 1). For the years ended December 31, 2021 and 2020, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss and potentially dilutive shares being anti-dilutive. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the years ended December 31: Years Ended December 31, 2021 2020 Numerator Net loss attributable to common shareholders-basic and diluted $ (117,320 ) $ (55,005 ) Denominator Weighted average common shares outstanding-basic and diluted 209,895,135 75,414,888 Net loss per share attributable to common stockholders-basic and diluted $ (0.56 ) $ (0.73 ) The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive December 31, 2021 2020 Legacy Rocket Lab preferred stock — 283,843,764 Legacy Rocket Lab preferred stock warrants — 1,123,959 Legacy Rocket Lab common stock warrants — 585,399 Stock options and restricted stock units 34,292,250 22,088,726 Public and Private Warrants 16,264,516 — |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | 19. SEGMENTS The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company manages its business primarily based upon two operating segments, Launch Services and Space Systems. Each of these operating segments represents a reportable segment. Launch Services provides launch services to customer on a dedicated mission or ride share basis. Space Systems is comprised of space engineering, program management, spacecraft components, spacecraft manufacturing and mission operations. Although many of the Company’s contracts with customers contain elements of Space Systems and Launch Services, each reporting segment is managed separately to better align with customer’s needs and the Company’s growth plans. The accounting policies of the various segments are the same as those described in Note 2. The Company evaluates the performance of its reportable segments based on gross profit. For contracts with customers that contain both Space Systems and Launch Services elements, revenues for each reporting segment are generally allocated based upon the overall costs incurred for each of the reporting segments in comparison to total overall costs of the contract. The following table shows information by reportable segment for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Launch Space Launch Space Revenues $ 38,971 $ 23,266 $ 33,085 $ 2,075 Cost of revenues 53,827 10,303 45,872 1,105 Gross profit (loss) $ (14,856 ) $ 12,963 $ (12,787 ) $ 970 Management does not regularly review either reporting segment’s total assets or operating expenses. This is because in general, the Company’s long-lived |
CONCENTRATION OF CREDIT RISK, S
CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration Of Credit Risk, Significant Customers And Geographic Information | 20. CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION Concentration of Credit Risk and Significant Customers The Company is subject to concentration of credit risk with respect to its cash, cash equivalents and accounts receivable. The Company maintains bank accounts in the United States and New Zealand and attempts to minimize by maintaining its cash, cash equivalents with major high credit quality financial institutions. From time to time cash balances held may exceed limits federally insured by the Federal Deposit Insurance Corporation. The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk associated with these accounts. The services provided by Rocket Lab are to U.S. Government and commercial customers. The Company has a significant concentration of credit risk associated with its accounts receivables that is solely based on the good faith and credit of the U.S. Government. We extend differing levels of credit to commercial customers, do not require collateral deposits, and, when necessary, maintain reserves for potential credit losses based upon the expected collectability of accounts receivable. We manage credit risk related to our customers by following credit approval processes, establishing credit limits, performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures. As of December 31, 2021 and 2020, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows: December 31, 2021 2020 U.S. commercial customer A 18 % 62 % U.S. commercial customer B * 13 % International customer C * 12 % Commercial customer G 23 % * * Accounts receivable was less than 10 For the years ended December 31, 2021 and 2020, the Company’s customers that accounted for 10% or more of the total revenue were as follows: December 31, 2021 2020 U.S. government customer D * 21 % International customer E * 18 % U.S. commercial customer F * 15 % Commercial customer G 40 % 14 % Commercial customer H 16 % * * Revenue was less than 10% Geographic Information The Company’s consolidated net revenues by geographic area based on customer billing location are as follows for the years ended December 31, 2021 and 2020: 2021 2020 Amount % of total Amount % of total United States $ 45,750 74 % $ 25,881 74 % Japan 769 1 % 6,498 18 % Germany 9,770 16 % — — % Rest of world 5,948 9 % 2,781 8 % Total $ 62,237 100 % $ 35,160 100 % Long-lived assets, which consists of property, plant and equipment, net, leased right-of-use assets, intangible assets, net and goodwill, by geographic area are as follows as of December 31: December 31, 2021 2020 Amount % of Long- Amount % of Long- United States $ 148,248 76 % $ 34,303 38 % New Zealand 45,050 23 % 43,323 47 % Canada 1,260 1 % 13,590 15 % Total $ 194,558 100 % $ 91,216 100 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 21. RELATED PARTY TRANSACTIONS There are three members of our board of directors that are affiliated with three separate entities that are invested in our common stock, two of which individually hold greater than 5% beneficial ownership. Each entity was granted one seat on our board which is filled by a partner of the affiliated entity. On September 14, 2018 and through subsequent closings, Rocket Lab sold an aggregate of 39,575,426 shares of its Series E convertible preferred stock for an aggregate purchase price of $137,739. In connection with this transaction, these entities acquired 3,028,345 of Series E convertible preferred stock for $10,539 and Rocket Lab entered into certain Amended and Restated Investors’ Rights Agreement, Amended and Restated Voting Agreement, and Amended and Restated First Refusal and Co-Sale Agreement with each of the purchasers of Rocket Lab’s Series E convertible preferred stock, and certain other Rocket Lab stockholders (collectively, the “Investor Agreements”). Such Investor Agreements were subsequently amended and restated in connection with Rocket Lab’s Series E-1 As of December 31, 2020 and 2021, there are no amounts due to or from related parties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS Acquisition of SolAero On January 18, 2022, the Company closed on the acquisition (the “SolAero Acquisition”) of SolAero Holdings, Inc. (“SolAero”) pursuant to an Agreement and Plan of Merger (the “SolAero Merger Agreement”), dated as of December 10, 2021, by and among the Company, Supernova Acquisition Corp. (“SolAero Merger Sub”), SolAero, and Fortis Advisors LLC as stockholder representative, which provides for, among other things, the merger of SolAero Merger Sub with and into SolAero, with SolAero being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the SolAero Merger Agreement, all of the issued and outstanding shares of SolAero were cancelled in exchange for aggregate consideration of $80,000 in cash (the “SolAero Merger Consideration”). In addition, $3,600 of the SolAero Merger Consideration was placed into escrow by the Company in order to secure recovery of any Adjustment Amount (as defined in the SolAero Merger Agreement) and as security against indemnity claims. In connection with the SolAero Acquisition, the Company entered into customary employment or consulting agreements with certain key employees of SolAero. The Company has not yet completed the initial purchase price allocation for this acquisition, including obtaining all of the information required for the valuation of the acquired intangible assets, goodwill, assets and liabilities assumed, due to the timing of the close of the transaction. Warrant Redemption On December 22, 2021, the Company announced the Redemption of all of its Public Warrants and Private Warrants for a redemption. On January 20, 2022, the Company extended the redemption date of its public warrants to January 31, 2022. In connection with the Redemption, Public Warrants were to be exercised by holders prior to January 31, 2022 either (i) in cash, at an exercise price of $11.50 per share of the Company’s common stock or (ii) on a cashless basis, for 0.2843 shares of common stock per Private Warrant and Public Warrant. Subsequent to December 31, 2021 and prior to the conclusion of the redemption notice period on January 31, 2022, an aggregate of 10,383,077 Public Warrants were exercised on a cashless basis in exchange for the issuance of 2,951,781 shares and 10,969 Public Warrants were exercised for an aggregate of 10,969 shares of Company common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to the Company of $126. At the conclusion of the redemption notice period on January 31, 2022, the remaining 270,470 Public Warrants issued and outstanding were redeemed at a price of $0.10 per warrant for aggregate cash payment from the Company of $27. On January 31, 2022, the Public Warrants were delisted from Nasdaq. In addition, subsequent to December 31, 2021, the 5,600,000 Private Warrants were exercised on a cashless basis for an aggregate of 1,592,080 shares of the Company’s common stock. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principals of Consolidation and Basis of Presentation | Principals of Consolidation and Basis of Presentation The consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Rocket Lab USA, Inc. and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, valuation of warrants and stock-based compensation and deferred tax valuation allowances. We based our estimates on historical data and experience, as well as various |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and cash equivalents to be only those investments which are highly liquid, readily convertible to cash and which have a maturity date within ninety days from the date of purchase. The carrying amounts for the Company’s cash equivalents approximate fair value due to their short maturities. Cash equivalents are recorded at fair value and consist primarily of money market funds. |
Restricted Cash | Restricted Cash The Company considers restricted cash to include any cash that is legally restricted as to withdrawal or usage. The Company had $1,116 and $1,141 as of December 31, 2021 and 2020, respectively. The balance relates to collateral for letters of credit and money market accounts and is presented in restricted cash in the consolidated balance sheets. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivables represent amounts billed and currently due from customers. The amounts are stated at their net estimated realizable value. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts, which effective January 1, 2020, is based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high-risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of December 31, 2021 and 2020, and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2021 and 2020, were not material. |
Inventories | Inventories Inventories consist of components and subassemblies, spare parts and consumable goods. Inventories are recorded at actual acquisition costs and adjusted to the lower of cost or estimated net realizable value. Costs include direct material, direct labor, applicable manufacturing and engineering overhead, and other direct costs. The determination of net realizable value of long-term |
Prepaids and Other Current Assets | Prepaids and Other Current Assets Prepaids and other current assets include goods and services tax, prepaid expenses, government grant receivables and miscellaneous receivables. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, are stated at cost, less accumulated depreciation. Depreciation on Launch Services is calculated using a diminishing value method which approximates a double-declining method over the estimated useful lives of assets. Depreciation on Space Systems is calculated using the straight-line Asset Category Estimated Useful Lives Buildings and improvements 15 to 30 years Machinery, equipment, vehicles and office furniture 2 to 12 years Computer equipment, hardware and software 3 to 5 years Launch site assets 3 to 10 years Leasehold improvements Shorter of remaining lease term or estimated useful life Launch site assets include buildings, machinery and equipment at launch sites. Repair and maintenance costs are expensed as incurred. Assets disposed of or retired are removed from cost and accumulated depreciation accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss. |
Business Combination | Business Combination The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist of purchased intangible assets including developed technology, in-process non-compete one twenty years straight-line or |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property, plant equipment and intangible assets with estimable useful lives subject to depreciation and amortization. The Company reviews long-lived recoverable. Recoverability of an asset or asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. There was no impairment of long-lived assets during the years ended December 31, 2021 and 2020. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combination. We test goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year. Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations. When testing goodwill for impairment, the Company first performs a qualitative assessment. If the Company determines it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then a one-step impairment test is required. If the Company determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary. To identify whether a potential impairment exists, the Company compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss. Any impairment loss is limited to the carrying amount of goodwill allocated to the reporting unit. There was no impairment of goodwill during the years ended December 31, 2021 and 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: • Level 1 • Level 2 • Level 3 The Company considers the carrying values of cash, restricted cash, accounts receivable, accounts payable, and accrued expenses to approximate fair value for these financial instruments due to the short maturities of these instruments. The Company’s preferred stock warrant options and public and private warrants are carried at fair value and determined according to the fair value hierarchy above (Note 5). |
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis | Assets and Liabilities Recorded at Fair Value on a Non-Recurring Certain assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a non- |
Fair Value of Common Stock | Fair Value of Common Stock Subsequent to the Business Combination, the fair value of the Company’s common stock is based on the closing market price on the date of grant. Prior to the Business Combination, due to the absence of an active market for the Company’s common stock, the fair value of the Company’s common stock is estimated based on current available information. This estimate required significant judgment and considers several factors, such as estimated probabilities of future liquidation scenarios, future equity values estimated based on project future cash flows and guideline public company information, discount rates, expected volatility and discounts for lack of marketability. These estimates were highly subjective in nature and involved a large degree of uncertainty. Such estimates of the fair value of the Company’s common stock were used in the measurement of stock-based compensation expense and common stock and preferred stock warrants prior to the Business Combination. |
Equity Issuance Costs | Equity Issuance Costs Certain transaction costs incurred in connection with the Merger Agreement that are direct and incremental to the Business Combination (see Note 1) have been recorded as a component of additional paid-in capital within the Condensed Consolidated Balance Sheets. |
Revenue Recognition | Revenue Recognition The Company generates revenue from launch services and space systems. Launch services may be provided as a mission dedicated to a single customer or as a rideshare arrangement with multiple spacecraft from multiple customers. Space systems revenue is comprised of space engineering, program management, spacecraft components, spacecraft manufacturing, space software and mission operations. Revenue is recognized when control of the promised product or service is transferred to our customers at an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company’s revenue contracts are generally fixed-price contracts or time and materials contracts depending upon the nature of the contract. In fixed-price contracts, to the extent actual costs vary from the cost upon which the price was negotiated, the company will generate variable levels of profit or could incur a loss. The Company enters into contracts that can include various combinations of products and services, including contracts that contain both launch services and space systems products and services. In general, each launch and space system product or service is capable of being distinct and accounted for as separate performance obligations. Where contracts contain a single performance obligation, the entirety of the transaction price is allocated to this one performance obligation. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount the Company would sell the product or service to a customer on a standalone basis. The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to its customers. The consideration promised within a contract may include fixed amounts and variable amounts. Variable consideration may consist of final milestone payments or mission success fees that are earned when the payload is delivered to the specified orbit, amongst other types. The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company recognizes revenue when or as control is transferred to the customer, either over-time or at a point-in-time. Generally, launch services revenue is recognized at a point-in-time over-time Revenue for space systems is recognized at a point-in-time or over-time depending upon the nature of the contract with customer. For contracts to provide space engineering, program management and mission operations, the Company recognizes revenues over-time over-time over-time For revenue recognized over-time, the Company uses either an input method, based on costs incurred relative to total estimated costs at completion to estimate the percentage of completion, or an output method, based upon days of service, depending upon the nature of the performance obligation. For revenues measured utilizing an input method, the costs incurred are determined by assessing the physical and technical progress on the performance obligation applied to the standard costs. Due to the nature of the work performed under spacecraft construction contracts, the estimation of physical and technical progress requires judgment and is subject to many variables including but not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials. Contracts for space software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual entity-wide licenses or mission-based licenses, which provide customers with the same functionality and differ primarily in the number of spacecraft into which the software may be integrated. Revenue from space software is recognized upfront at the point-in-time Due to their nature, time and materials contracts contain variable consideration; however, in general, the Company’s performance obligations under time and materials contracts qualify for the “right to invoice” practical expedient. Under this practical expedient, the Company recognizes revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to consideration from a customer in an amount that directly corresponds with the value to the customer of the Company’s performance completed to date. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets include unbilled amounts under contracts when revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional and the invoice is issued. Contract assets are classified as current if the invoice will be delivered to the customer within the succeeding 12-month period with the remaining recorded as long-term. These contract assets are not considered a significant financing component of the company’s contracts as the payment terms are intended to protect the customer in the event the company does not perform on its obligations under the contract. Contract liabilities primarily consists of customer billings in advance of revenues being recognized. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements. |
Cost of Revenues | Cost of Revenues Cost of revenues includes direct material costs, compensation and benefits and other costs, such as launch service supplies and consumables, lab supplies, insurance, travel, vehicle and equipment related costs directly associated with generating revenues. |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative expenses consist of indirect costs, including management and executive compensation, corporate costs related to finance, accounting, human resources, information technology, legal, administrative, safety, professional services, rent and other general expenses. Advertising costs are expensed as incurred and presented within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2021 and 2020, advertising costs were not material. |
Research and Development Costs, net | Research and Development Costs, net Research and development costs, net primarily include labor, prototype, and professional services related to the development of our Space System platform and components and the Neutron Launch Vehicle. These costs are based on a cost model for research and development relating to internal product development programs not associated with customer contractual arrangements. These costs are presented net of government grants on the consolidated statements of operations and comprehensive loss. |
Government Grants | Government Grants The Company entered into a funding agreement for a research and development growth grant with an agency of the New Zealand federal government during the year ended 2013. The grant reimbursed up to 20% of the Company’s qualifying research and development costs incurred. The Company recognized a grant receivable once eligible reimbursable research and development expenses are incurred and submitted for reimbursement. Any corresponding grant receivable would be presented within prepaids and other current assets on the consolidated balance sheets. The Company received $3,695 in grant proceeds during the year ended December 31, 2020, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss. The Company entered into a research and development tax incentive program with the New Zealand government effective from January 1, 2021. The tax incentive will reimburse up to 15% of the Company’s qualifying research and development costs incurred. The Company may recognize a grant receivable once eligible reimbursable research and development expenses are incurred and submitted for reimbursement. Any corresponding grant receivable will be presented within other current assets on the consolidated balance sheets. The Company accrued for an estimated amount of $2,563 during the year ended December 31, 2021, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss. The Company entered into an agreement with the U.S. Space Force’s Space Systems Command for development of the Neutron launch vehicle’s upper stage during the year ended 2021. The Company received $393 in proceeds during the year ended December 31, 2021, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock compensation plan is classified as an equity plan which permits stock awards in the form of employee stock options and restricted stock awards. For awards that vest solely based on continued service, the fair value of an award is recognized as an expense over the requisite service period on a straight-line The fair value of stock options under the Company’s employee equity incentive plan are estimated as of the grant date using the Black-Scholes • Fair value per share of common stock • Expected volatility • Expected term • Risk-free interest rate • Estimated dividend yield The fair value of restricted stock units granted under the Company’s employee equity incentive plans are estimated as of the grant date in an amount equal to the estimated fair value per share of the Company’s common stock. Forfeitures are recognized as incurred for as they occur. Unless otherwise approved, options must be exercised while the individual is an employee or within 90-days of termination when applicable. The expiration date of newly issued options is ten years after grant date unless earlier terminated as provided for in the Plan. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, however, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or we use different assumptions, stock-based |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company utilizes a two-step The Company’s policy is to recognize interest and/or penalties related to all tax positions in income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. Interest and penalties related to uncertain tax positions were not material as of and for the years ended December 31, 2021 and 2020. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in two reportable segments: Launch Services and Space Systems. |
Foreign Currencies | Foreign Currencies The functional currency of certain of the Company’s wholly owned subsidiaries is the currency of the primary economic environment in which they operate. Assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect on the balance sheet date, with exchange differences or remeasurement included in other (expense) income, net on our consolidated statement of operations and comprehensive loss. Revenue and expenses are translated at average rates of exchange prevailing during the respective period. Translation adjustments resulting from this process are recorded as a component of accumulated other comprehensive income (loss) in the consolidated statement of redeemable convertible preferred stock and shareholders’ deficit. |
Leases | Leases The Company leases certain property, vehicles and equipment. At contract inception, the Company determines if contract contains a lease and whether the lease should be classified as an operating or financing lease. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease prepayments made and excludes lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line The Company excludes short-term |
Warrant Liability | Warrant Liability The Company accounts for the warrants assumed in connection with the Business Combination in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging re-measurement |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers For public business entities, the amendments in ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU No. 2021-08 |
DESCRIPTION OF THE BUSINESS (Ta
DESCRIPTION OF THE BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Summary of reconciles the elements of the business combination to the condensed consolidated statement | The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2021: Cash - Vector Trust and cash, net of redemptions $ 310,330 Cash - PIPE Investment 467,000 Less: transaction costs and advisory fees paid (49,075 ) Net proceeds from Rocket Lab Business Combination 728,255 Less: Accrued transaction costs (27 ) Plus: Prepaid expenses assumed as part of Business Combination 219 Less: Warrants assumed as part of Business Combination (48,149 ) Less: Repurchase of Management Shares (30,358 ) Reverse recapitalization, net of transaction costs $ 649,940 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property Plant and Equipment | Depreciation on Space Systems is calculated using the straight-line Asset Category Estimated Useful Lives Buildings and improvements 15 to 30 years Machinery, equipment, vehicles and office furniture 2 to 12 years Computer equipment, hardware and software 3 to 5 years Launch site assets 3 to 10 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Reconciliation of Disaggregation of Revenue | The following tables provide information about disaggregated revenue and a reconciliation of the disaggregated revenue during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 Launch Space Total Revenues by recognition model Point-in-time $ 36,576 $ 12,578 $ 49,154 Over-time 2,395 10,688 13,083 Total revenue by recognition model $ 38,971 $ 23,266 $ 62,237 Year Ended December 31, 2020 Launch Space Total Revenues by recognition model Point-in-time $ 31,993 $ 1,910 $ 33,903 Over-time 1,092 165 1,257 Total revenue by recognition model $ 33,085 $ 2,075 $ 35,160 |
Balances Related to Enforceable Contracts | The following table presents the balances related to enforceable contracts as of December 31, 2021 and 2020: December 31, 2021 2020 Contract balances Accounts receivable $ 13,957 $ 2,730 Contract assets 2,490 2,045 Contract liabilities 59,749 26,132 |
Changes in Contract Liabilities | Changes in contract liabilities were as follows: 2021 2020 Contract liabilities, beginning of year $ 26,132 $ 10,211 Contract liabilities assumed at acquisition 5,560 — Customer advances received 41,614 24,694 Recognition of unearned revenue (13,557 ) (8,773 ) Contract liabilities, end of year $ 59,749 $ 26,132 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of consolidated statement of operations includes revenues and net income | These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2020, nor does the information project results for any future period. As Acquisitions Pro-Forma Consolidated Pro-Forma 2021 Revenues $ 62,237 $ 21,629 $ 83,866 Net (loss) income (117,320 ) 6,377 (110,943 ) 2020 Revenues $ 35,160 $ 21,525 $ 56,685 Net (loss) income (55,005 ) 6,664 (48,341 ) |
Sinclair Interplanetary [Member] | |
Estimates Fair Value of Assets Acquired and Liabilities Assumed | The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 132 Accounts receivable 1,024 Intangible assets, net 10,250 Other current liabilities (2,494 ) Other assets and liabilities, net 533 Identifiable net assets acquired 9,445 Goodwill 2,895 Total purchase price $ 12,340 |
Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets | The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived Type Estimated Fair Value Developed technology 7 $ 9,200 In-process N/A 100 Customer relationships 3 600 Backlog 0.7 50 Trademark and tradenames 3 100 Non-compete 4 200 Total identifiable intangible assets acquired $ 10,250 |
Summary of Stock Based Compensation Expense | The following table provides stock-based compensation expense recognized in conjunction with the Sinclair Interplanetary acquisition: Years Ended December 31, Acquisition stock-based 2021 2020 Shares issued in conjunction with the acquisition $ 1,402 $ 934 Earnout share achievement 1,630 — Total stock compensation related to the acquisition $ 3,032 $ 934 |
Advanced Solutions Inc [Member] | |
Estimates Fair Value of Assets Acquired and Liabilities Assumed | The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 2,245 Accounts receivable 1,920 Intangible assets 15,900 Employee benefits payable (1,310 ) Other assets and liabilities, net 21 Identifiable net assets acquired 18,776 Goodwill 16,659 Total purchase price $ 35,435 |
Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets | The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived Type Estimated Fair Value Developed technology 7 $ 11,400 In-process N/A 300 Customer relationships 10 3,100 Trademark and tradenames 7 1,100 Total identifiable intangible assets acquired $ 15,900 |
Planetary Systems Corporation [Member] | |
Estimates Fair Value of Assets Acquired and Liabilities Assumed | The following table presents estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 3,655 Accounts receivable 2,543 Inventories 7,088 Intangible assets 33,000 Employee benefits payable (1,212 ) Contract liabilities (1) (5,352 ) Other current liabilities (1,683 ) Non-current deferred tax liabilities (6,762 ) Other assets and liabilities, net 1,040 Identifiable net assets acquired 32,317 Goodwill 23,451 Total purchase price $ 55,768 (1) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. |
Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets | The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived Type Estimated Fair Value Developed technology 8 $ 23,500 In-process N/A 1,500 Customer relationships 15 3,400 Backlog 1 400 Trademark and tradenames 15 4,200 Total identifiable intangible assets acquired $ 33,000 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of December 31, 2021 and 2020, the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows: December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 635,269 $ — $ — $ 635,269 Total $ 635,269 $ — $ — $ 635,269 Liabilities: Other non-current Public and Private Warrants (Note 11) $ 58,227 $ — $ — $ 58,227 Total $ 58,227 $ — $ — $ 58,227 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 49,869 $ — $ — $ 49,869 Total $ 49,869 $ — $ — $ 49,869 Liabilities: Other non-current Warrants-preferred stock (Note 11) $ — $ — $ 3,899 $ 3,899 Total $ — $ — $ 3,899 $ 3,899 |
Summary of Warrant Liabilities Measured at Fair Value | The change in the warrant liabilities measured at fair value using level three unobservable inputs is as follows for the years ended December 31, 2021 and 2020: Balance, at January 1, 2020 $ 1,284 Cost of warrants vesting during the year 198 Change in fair value included in earnings 2,417 Balance, at December 31, 2020 3,899 Cost of warrants vesting during the period 352 Change in fair value included in earnings 5,238 Exercise of warrants to purchase Legacy Rocket Lab Series C and D preferred stock (6,514 ) Exchange of warrants to purchase Legacy Rocket Lab Series B preferred stock to common stock warrants (2,975 ) Balance, at December 31, 2021 $ — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Raw materials $ 21,517 $ 14,023 Work in process 24,166 12,112 Finished goods 2,221 — Total inventories $ 47,904 $ 26,135 |
PREPAIDS AND OTHER CURRENT AS_2
PREPAIDS AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Prepaid expenses $ 14,787 $ 2,628 Government grant receivables 2,563 5,870 Other current assets 2,104 914 Total prepaids and other current assets $ 19,454 $ 9,412 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment, Net | Property, plant and equipment, net, as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Buildings and improvements $ 25,075 $ 20,330 Machinery, equipment, vehicles and office furniture 24,848 23,755 Computer equipment, hardware and software 5,617 3,836 Launch site assets 9,611 7,582 Construction in process 22,379 10,177 Property, plant and equipment—gross 87,530 65,680 Less accumulated depreciation and amortization (22,191 ) (15,848 ) Property, plant and equipment—net $ 65,339 $ 49,832 Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended 2021 2020 Cost of revenues $ 4,608 $ 4,527 Research and development, net 585 416 Selling, general and administrative 2,337 1,591 Total depreciation expense $ 7,530 $ 6,534 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The following table presents the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2021 and 2020: Launch Space Total Balance at December 31, 2019 $ — $ — $ — Acquisitions — 2,895 2,895 Foreign currency translation adjustment — 238 238 Balance at December 31, 2020 — 3,133 3,133 Acquisitions — 40,110 40,110 Foreign currency translation adjustment — 65 65 Balance at December 31, 2021 $ — $ 43,308 $ 43,308 |
Components of Intangible Assets | The components of intangible assets consisted of the following as of December 31, 2021 and 2020: December 31, 2021 Gross Accumulated Net Carrying Finite-Lived Intangible Assets Developed Technology $ 45,066 $ (3,039 ) $ 42,027 Capitalized software 3,769 (2,893 ) 876 Customer relationships 7,163 (458 ) 6,705 Non-compete 221 (93 ) 128 Capitalized intellectual property 374 (80 ) 294 Trademarks and tradenames 5,411 (120 ) 5,291 Backlog 455 (89 ) 366 Indefinite-Lived Intangible Assets In-process 1,800 — 1,800 Total $ 64,259 $ (6,772 ) $ 57,487 December 31, 2020 Gross Accumulated Net Carrying Finite-Lived Intangible Assets Developed technology $ 10,090 $ (973 ) $ 9,117 Capitalized software 3,541 (2,379 ) 1,162 Customer relationships 658 (148 ) 510 Non-compete 219 (37 ) 182 Capitalized intellectual property 199 (51 ) 148 Trademarks and tradenames 149 (29 ) 120 Backlog 55 (55 ) — Indefinite-Lived Intangible Assets In-process 110 — 110 Total $ 15,021 $ (3,672 ) $ 11,349 |
Summary of Amortization expense | Amortization expense recorded in the condensed consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020, respectively consisted of the following: Years Ended 2021 2020 Cost of revenues $ 559 $ 1,289 Research and development 2,088 6 Selling, general and administrative 674 927 Total amortization expense $ 3,321 $ 2,222 |
Schedule of Estimated Future Amortization Expense Related to Finite Intangible Assets | The following table outlines the estimated future amortization expense related to finite-lived 2022 $ 8,118 2023 7,371 2024 7,161 2025 7,066 2026 7,037 Thereafter 18,934 Total $ 55,687 |
CAPITALIZATION (Tables)
CAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Temporary Equity | The dividend rate and issue price of Preferred Stock, par value of $0.0001, as of December 31, 2020 were as follows: Preferred Stock Dividend Issue Series A $ 0.01 $ 0.09 Series B $ 0.01 $ 0.20 Series C $ 0.02 $ 0.37 Series D $ 0.19 $ 3.15 Series E $ 0.21 $ 3.48 Series E-1 $ 0.21 $ 3.48 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Recorded in Consolidated Statements of Operations and Comprehensive Loss | Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended 2021 2020 Cost of revenues $ 10,996 $ 1,400 Research and development 9,973 1,183 Selling, general and administrative 11,588 1,635 Total stock-based compensation expense $ 32,557 $ 4,218 |
Summary of Stock Option Activity | The following summarizes the stock option activity of the 2013 Plan for the years ended December 31, 2021 and 2020: Options to Weighted- Weighted- Weighted- Aggregate Outstanding — at January 1, 2020 27,263,775 $ 0.97 $ 0.50 7.95 $ 11,941 Granted 90,597 1.41 0.78 Exercised (2,771,051 ) 0.36 3.21 2,565 Forfeited (1,508,243 ) 1.26 Expired (986,352 ) 1.05 Outstanding — at December 31, 2020 22,088,726 $ 1.03 $ 0.53 7.12 $ 85,853 Granted — — — — — Exercised (3,708,786 ) 1.00 0.51 4.32 41,822 Forfeited (857,579 ) 1.21 0.60 0.01 9,131 Expired (177,033 ) 1.16 0.31 — 1,969 Outstanding — at December 31, 2021 17,345,328 $ 1.03 $ 0.54 6.03 $ 195,111 Options vested and exercisable — at December 31, 2021 15,112,440 $ 1.01 $ 0.52 5.90 $ 170,320 Options vested and exercisable — at December 31, 2020 14,739,214 $ 0.97 $ 0.49 6.83 $ 57,660 |
Summary of Weighted-average Assumptions | The following weighted-average 2021 2020 Fair value per share of common stock $ — $ 1.41 Expected volatility — % 60.0 % Risk-free interest rate — % 0.6 % Expected life (years) — 6.25 Dividend rate None None |
Summary of Performance-based Restricted Stock Unit Activity | The following summarizes the performance-based restricted stock unit activity of the Plan for the years ended December 31, 2021 Number of Weighted- Outstanding — at January 1, 2020 6,818,453 $ 1.41 Granted 5,954,361 1.25 Forfeited (941,759 ) 1.40 Outstanding — at December 31, 2020 11,831,055 1.33 Granted 6,542,426 9.68 Forfeited (1,426,559 ) 2.10 Outstanding — at December 31, 2021 16,946,922 $ 4.49 Units expected to vest — at December 31, 2021 16,946,922 $ 4.49 Units expected to vest — at December 31, 2020 — $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related December 31, Liabilities Presentation 2021 2020 Current: Operating lease liabilities Other current liabilities $ 2,383 $ 1,670 Non-current: Operating lease liabilities Non-current 28,302 27,299 Total lease liabilities $ 30,685 $ 28,969 |
Components of Lease Expense | The components of lease expense were as follows during the years ended December 31: Years Ended 2021 2020 Operating lease costs $ 3,356 $ 2,552 Finance lease costs: Amortization of right-of-use $ — $ 583 Interest on lease liabilities — 95 Total finance lease costs $ — $ 678 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows for the years ended December 31: Cash paid for amounts included in the measurement of lease liabilities: Years Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,051 $ 2,080 Operating cash flows from finance leases — 95 Right-of-use Operating leases $ 3,916 $ 2,410 |
Schedule of Future Minimum Operating Lease Payments | The following is a schedule of the future minimum operating lease payments by year as of December 31: Operating 2022 $ 3,799 2023 4,076 2024 3,984 2025 3,728 2026 3,790 Thereafter 21,636 Total lease payments 41,013 Less imputed interest (10,328 ) Total $ 30,685 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Pretax Loss From Domestic and Foreign Operations | The components of the pretax loss from domestic and foreign operations for the years ended December 31, 2021 and 2020 were as follows: Years Ended 2021 2020 US loss before income taxes $ (132,585 ) $ (56,439 ) Foreign income before income taxes 7,745 1,901 Pretax loss from operations $ (124,840 ) $ (54,538 ) |
Schedule of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for the years ended December 31, 2021 and 2020 is as follows: Years Ended 2021 2020 Current: Federal $ — — State 2 — Foreign 2,377 1,410 Total 2,379 1,410 Deferred: Federal (5,957 ) — State (339 ) — Foreign (3,603 ) (943 ) Total (9,899 ) (943 ) (Benefit) provision for income taxes $ (7,520 ) $ 467 |
Schedule of Differences Between Federal Statutory Income Tax Rate and Provision for Income Taxes | The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income as a result of the following differences: Years Ended December 31, 2021 2020 Federal statutory rate $ (26,216 ) 21.00 % $ (11,453 ) 21.00 % Adjustments for tax effects of: Permanent differences and other (477 ) 0.38 % 634 (1.16 )% Warrants 2,421 (1.94 )% 200 (0.37 )% Stock-based compensation (2,399 ) 1.92 % (203 ) 0.37 % Increase in valuation allowance 19,151 (15.34 )% 11,289 (20.70 )% (Benefit) provision for income taxes $ (7,520 ) 6.02 % $ 467 (0.86 )% |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities were as follows as of December 31, 2021 and 2020: December 31, 2021 2020 Deferred tax assets: Accrued expenses $ 2,105 $ 1,969 Inventories 409 353 Deferred revenue 14,160 5,503 Lease liability 7,244 7,426 Stock options 7,950 2,082 Warrants — 519 Interest expense 1,075 — Net operating losses 41,688 30,264 Tax credits 898 923 Other — 4 Total deferred tax assets 75,529 49,043 Valuation allowance (58,235 ) (39,084 ) Total deferred tax assets, net 17,294 9,959 Deferred tax liabilities: Right of use asset (6,723 ) (6,954 ) Depreciation and amortization (5,160 ) — Other (18 ) — Unrealized gain — (757 ) Total deferred tax liabilities (11,901 ) (7,711 ) Net deferred tax assets $ 5,393 $ 2,248 |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | The reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31 is as follows: 2021 2020 Balance at beginning of year $ 800 $ 800 Increase related to current year tax position 35 — Balance at end of year $ 835 $ 800 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the years ended December 31: Years Ended December 31, 2021 2020 Numerator Net loss attributable to common shareholders-basic and diluted $ (117,320 ) $ (55,005 ) Denominator Weighted average common shares outstanding-basic and diluted 209,895,135 75,414,888 Net loss per share attributable to common stockholders-basic and diluted $ (0.56 ) $ (0.73 ) |
Summary of Diluted Net Loss Per Share Attributable to Common Stockholders | The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive December 31, 2021 2020 Legacy Rocket Lab preferred stock — 283,843,764 Legacy Rocket Lab preferred stock warrants — 1,123,959 Legacy Rocket Lab common stock warrants — 585,399 Stock options and restricted stock units 34,292,250 22,088,726 Public and Private Warrants 16,264,516 — |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Information by Reportable Segment | The following table shows information by reportable segment for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Launch Space Launch Space Revenues $ 38,971 $ 23,266 $ 33,085 $ 2,075 Cost of revenues 53,827 10,303 45,872 1,105 Gross profit (loss) $ (14,856 ) $ 12,963 $ (12,787 ) $ 970 |
CONCENTRATION OF CREDIT RISK,_2
CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Total Accounts Receivable Net | As of December 31, 2021 and 2020, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows: December 31, 2021 2020 U.S. commercial customer A 18 % 62 % U.S. commercial customer B * 13 % International customer C * 12 % Commercial customer G 23 % * |
Schedules of Total Revenue | For the years ended December 31, 2021 and 2020, the Company’s customers that accounted for 10% or more of the total revenue were as follows: December 31, 2021 2020 U.S. government customer D * 21 % International customer E * 18 % U.S. commercial customer F * 15 % Commercial customer G 40 % 14 % Commercial customer H 16 % * |
Schedule of Consolidated Net Revenue by Geographic Area | The Company’s consolidated net revenues by geographic area based on customer billing location are as follows for the years ended December 31, 2021 and 2020: 2021 2020 Amount % of total Amount % of total United States $ 45,750 74 % $ 25,881 74 % Japan 769 1 % 6,498 18 % Germany 9,770 16 % — — % Rest of world 5,948 9 % 2,781 8 % Total $ 62,237 100 % $ 35,160 100 % |
Schedule of Long-lived Assets by Geographic Area | Long-lived assets, which consists of property, plant and equipment, net, leased right-of-use assets, intangible assets, net and goodwill, by geographic area are as follows as of December 31: December 31, 2021 2020 Amount % of Long- Amount % of Long- United States $ 148,248 76 % $ 34,303 38 % New Zealand 45,050 23 % 43,323 47 % Canada 1,260 1 % 13,590 15 % Total $ 194,558 100 % $ 91,216 100 % |
Description Of The Business - A
Description Of The Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | Feb. 21, 2022$ / shares | Aug. 25, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares |
Description Of The Business [Line Items] | |||||
Stock repurchased during period, value | $ | $ 30,358 | ||||
Preferred stock, convertible, conversion ratio | $ / shares | $ 9.059659 | ||||
Exercise of stock options (in Shares) | 3,708,786 | 2,771,051 | |||
Fair value per share of common stock | $ / shares | $ 0 | $ 1.41 | |||
Exercise of stock options | $ | $ 3,122 | $ 978 | |||
Shares, outstanding | 447,919,591 | ||||
Common stock, share issued | 450,180,479 | 78,410,162 | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Stockholders Equity Note, Stock Split,Exchange Ratio | 9.059659 | ||||
Vector Warrants [Member] | |||||
Description Of The Business [Line Items] | |||||
Number of securities called by each warrant or right | 16,266,666 | ||||
Exercise price of warrants or rights | $ / shares | $ 11.50 | ||||
Legacy Rocket Lab warrants [Member] | |||||
Description Of The Business [Line Items] | |||||
Number of securities called by each warrant or right | 891,380 | ||||
Exercise price of warrants or rights | $ / shares | $ 0.29 | ||||
Share Price Equal or Exceeds Twenty Rupees per dollar [Member] | |||||
Description Of The Business [Line Items] | |||||
Fair value per share of common stock | $ / shares | $ 20 | $ 20 | |||
Issuance of stock for acquisition (in Shares) | 32,150,757 | ||||
Share Price Equal or Exceeds Twenty Rupees per dollar [Member] | Minimum | |||||
Description Of The Business [Line Items] | |||||
Number of consecutive trading days for determining share price | 20 days | 20 days | |||
Share Price Equal or Exceeds Twenty Rupees per dollar [Member] | Maximum | |||||
Description Of The Business [Line Items] | |||||
Number of consecutive trading days for determining share price | 30 days | ||||
Number of trading days for determining share price | 30 days | ||||
Redeemable Convertible Preferred Stock [Member] | |||||
Description Of The Business [Line Items] | |||||
Shares, outstanding | 0 | 283,843,764 | 30,680,373 | ||
Common Class A [Member] | |||||
Description Of The Business [Line Items] | |||||
Fair value per share of common stock | $ / shares | $ 18 | ||||
Shares issued | 31,031,383 | ||||
Stock redeemed or called during period, shares | 968,617 | ||||
Common Class B [Member] | |||||
Description Of The Business [Line Items] | |||||
Shares issued | 8,000,000 | ||||
Post Combination Company [Member] | |||||
Description Of The Business [Line Items] | |||||
Fair value per share of common stock | $ / shares | $ 10 | ||||
Stock issued during period, shares, new issues | 46,700,000 | ||||
Common stock, share issued | 46,700,000 | ||||
Post Combination Company [Member] | Common Class A [Member] | |||||
Description Of The Business [Line Items] | |||||
Exercise of stock options (in Shares) | 968,617 | ||||
Fair value per share of common stock | $ / shares | $ 10 | ||||
Exercise of stock options | $ | $ 9,686 | ||||
Conversion of stock, shares converted | 31,031,383 | ||||
Post Combination Company [Member] | Common Class B [Member] | |||||
Description Of The Business [Line Items] | |||||
Conversion of stock, shares converted | 8,000,000 | ||||
Post Combination Company Common Stock [Member] | Legacy Rocket Lab Options [Member] | |||||
Description Of The Business [Line Items] | |||||
Share-based compensation arrangement by share-based payment award | 17,961,684 | ||||
Share-based compensation arrangement by share-based payment award, per share weighted average price of shares purchased | $ / shares | $ 1.04 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 14,253,283 | ||||
Post Combination Company Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Description Of The Business [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 14,903,640 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 4,065,304 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,915,356 | ||||
Pipe Investment [Member] | |||||
Description Of The Business [Line Items] | |||||
Exercise of stock options | $ | $ 467,000 | ||||
Legacy Rocket Lab Common Stock [Member] | |||||
Description Of The Business [Line Items] | |||||
Shares issued | 362,188,208 | ||||
Legacy Rocket Lab Common Stock [Member] | Post Combination Company [Member] | |||||
Description Of The Business [Line Items] | |||||
Stock repurchased during period, value | $ | $ 40,000 | ||||
Share-based compensation arrangement by share-based payment award | 10,000,000 | ||||
Share-based payment arrangement, plan modification, incremental cost | $ | $ 9,642 | ||||
Legacy Rocket Lab Common Stock [Member] | Post Combination Company [Member] | Redeemable Convertible Preferred Stock [Member] | |||||
Description Of The Business [Line Items] | |||||
Shares Issued | 362,188,208 | ||||
Preferred stock, convertible, conversion ratio | $ / shares | $ 9.059659 |
Description Of The Business - S
Description Of The Business - Summary of Reconciles the Elements of the Business Combination to the Condensed Consolidated Statement (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Cash | $ 310,330 | |
Less: transaction costs and advisory fees paid | (49,075) | |
Net proceeds from Rocket Lab Business Combination | 728,255 | |
Less: Accrued transaction costs | (27) | |
Plus: Prepaid expenses assumed as part of Business Combination | 219 | |
Less: Warrants assumed as part of Business Combination | (48,149) | |
Less: Repurchase of Management Shares | (30,358) | |
Reverse recapitalization, net of transaction costs | 649,940 | |
Pipe Investment [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Cash | $ 467,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Segments | Dec. 31, 2020USD ($) | |
Summary Of Significant Accounting Policies Details [Line Items] | ||
Restricted cash | $ 1,116 | $ 1,141 |
Impairment of long-lived assets | 0 | 0 |
Impairment of goodwill | $ 0 | 0 |
Grant proceeds | $ 3,695 | |
Percentage Of tax incentive reimburse | 15.00% | |
Expected dividend yield | 0.00% | 0.00% |
Proceeds from research and development | $ 393 | |
Share-based compensation arrangement description and terms | Forfeitures are recognized as incurred for as they occur. Unless otherwise approved, options must be exercised while the individual is an employee or within 90-days of termination when applicable. The expiration date of newly issued options is ten years after grant date unless earlier terminated as provided for in the Plan. | |
Number of operating segments | Segments | 2 | |
Research and Development Expense | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Percentage of research and development costs grant reimburse | 20.00% | |
Accrued government grants | $ 2,563 | |
Minimum | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Finite-lived intangible asset useful life | 1 year | |
Maximum | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Finite-lived intangible asset useful life | 20 years |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Shorter of remaining lease term or estimated useful life |
Minimum | Buildings and Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 15 years |
Minimum | Machinery, Equipment, Vehicles and Office Furniture [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 2 years |
Minimum | Computer Equipment, Hardware and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum | Launch Site Assets [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum | Buildings and Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 30 years |
Maximum | Machinery, Equipment, Vehicles and Office Furniture [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 12 years |
Maximum | Computer Equipment, Hardware and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Maximum | Launch Site Assets [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 10 years |
Revenues - Reconciliation of Di
Revenues - Reconciliation of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 62,237 | $ 35,160 |
Launch Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 38,971 | 33,085 |
Space Systems | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 23,266 | 2,075 |
Point-in-time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 49,154 | 33,903 |
Point-in-time | Launch Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 36,576 | 31,993 |
Point-in-time | Space Systems | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 12,578 | 1,910 |
Over time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 13,083 | 1,257 |
Over time | Launch Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 2,395 | 1,092 |
Over time | Space Systems | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 10,688 | $ 165 |
Revenues - Balances Related to
Revenues - Balances Related to Enforceable Contracts (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Abstract] | |||
Accounts receivable | $ 13,957 | $ 2,730 | |
Contract assets | 2,490 | 2,045 | |
Contract liabilities | $ 59,749 | $ 26,132 | $ 10,211 |
Revenues - Changes in Contract
Revenues - Changes in Contract Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Abstract] | ||
Contract liabilities, beginning of year | $ 26,132 | $ 10,211 |
Contract liabilities assumed at acquisition | 5,560 | 0 |
Customer advances received | 41,614 | 24,694 |
Recognition of unearned revenue | (13,557) | (8,773) |
Contract liabilities, end of year | $ 59,749 | $ 26,132 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disaggregation of Revenue [Abstract] | |
Remaining unsatisfied performance obligations | $ 241,463 |
Revenue recognized description | approximately 60% is expected to be recognized within 12 months, with the remaining 40% to be recognized beyond 12 months. |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands | Nov. 30, 2021Missions | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Nov. 15, 2021USD ($)shares | Apr. 28, 2020 | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 43,308 | $ 3,133 | $ 0 | |||
Number of missions launched | Missions | 100 | |||||
Recognized performance reserve payments | 1,895 | |||||
Cash | 310,330 | |||||
Share-based Payment Arrangement, Noncash Expense | 32,557 | 4,218 | ||||
Sinclair Interplanetary [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of outstanding capital stock and voting interest acquired | 100.00% | |||||
Cash consideration transferred | 12,340 | |||||
Goodwill | $ 2,895 | |||||
Revenue related to acquisition | 2,075 | |||||
Net loss related to acquisition | 936 | |||||
Acquisition and integration related costs | $ 1,026 | |||||
Common stock shares issued to seller upon closing of acquisition | shares | 2,470,814 | |||||
Business acquisition contingent earnout period | 2 years | |||||
Contingent earnout shares to be issued | shares | 1,915,357 | |||||
Sinclair Interplanetary [Member] | Minimum | Share-based Payment Arrangement, Tranche One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent earnout shares to be issued | shares | 0 | |||||
Sinclair Interplanetary [Member] | Minimum | Share-based Payment Arrangement, Tranche Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent earnout shares to be issued | shares | 0 | |||||
Sinclair Interplanetary [Member] | Maximum | Share-based Payment Arrangement, Tranche One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent earnout shares to be issued | shares | 957,679 | |||||
Sinclair Interplanetary [Member] | Maximum | Share-based Payment Arrangement, Tranche Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent earnout shares to be issued | shares | 957,678 | |||||
Advanced Solutions Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration transferred | $ 29,935 | |||||
Goodwill | 16,659 | |||||
Revenue related to acquisition | 3,877 | |||||
Acquisition and integration related costs | 522 | |||||
Payments to acquire businesses, Gross | 12,015 | |||||
Contingent consideration payable | 5,500 | |||||
Planetary Systems Corporation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration transferred | 42,400 | |||||
Goodwill | 23,451 | |||||
Revenue related to acquisition | 6,617 | |||||
Acquisition and integration related costs | $ 1,024 | |||||
Common stock shares issued to seller upon closing of acquisition | shares | 1,720,841 | |||||
Business acquisition contingent earnout period | 2 years | |||||
Percentage of mission success heritage | 100.00% | |||||
Contingent consideration payable | $ 1,800 | |||||
Cash | $ 42,000 | |||||
Stock consideration | 11,568 | |||||
Additional potential earn out payment | 10,000 | |||||
Share-based Payment Arrangement, Noncash Expense | $ 715 | |||||
Planetary Systems Corporation [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock shares | shares | 1,720,841 | |||||
Planetary Systems Corporation [Member] | Performance Based Earnout | ||||||
Business Acquisition [Line Items] | ||||||
Common stock shares | shares | 956,023 |
Business Combinations - Estimat
Business Combinations - Estimates Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 43,308 | $ 3,133 | $ 0 | |
Sinclair Interplanetary [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 132 | |||
Accounts receivable | 1,024 | |||
Intangible assets, net | 10,250 | |||
Other current liabilities | (2,494) | |||
Other assets and liabilities, net | 533 | |||
Identifiable net assets acquired | 9,445 | |||
Goodwill | 2,895 | |||
Total purchase price | 12,340 | |||
Advanced Solutions Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 2,245 | |||
Accounts receivable | 1,920 | |||
Intangible assets, net | 15,900 | |||
Employee benefits payable | (1,310) | |||
Other assets and liabilities, net | 21 | |||
Identifiable net assets acquired | 18,776 | |||
Goodwill | 16,659 | |||
Total purchase price | 35,435 | |||
Planetary Systems Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 3,655 | |||
Accounts receivable | 2,543 | |||
Inventories | 7,088 | |||
Intangible assets, net | 33,000 | |||
Contract liabilities | [1] | (5,352) | ||
Employee benefits payable | (1,212) | |||
Other current liabilities | (1,683) | |||
Non-current deferred tax liabilities | (6,762) | |||
Other assets and liabilities, net | 1,040 | |||
Identifiable net assets acquired | 32,317 | |||
Goodwill | 23,451 | |||
Total purchase price | $ 55,768 | |||
[1] | Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. |
Business Combinations - Summary
Business Combinations - Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Sinclair Interplanetary [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 10,250 |
Sinclair Interplanetary [Member] | Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 7 years |
Total identifiable intangible assets acquired | $ 9,200 |
Sinclair Interplanetary [Member] | In Process Technology [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 100 |
Sinclair Interplanetary [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 3 years |
Total identifiable intangible assets acquired | $ 600 |
Sinclair Interplanetary [Member] | Backlog [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 8 months 12 days |
Total identifiable intangible assets acquired | $ 50 |
Sinclair Interplanetary [Member] | Trademarks and Trade Names [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 3 years |
Total identifiable intangible assets acquired | $ 100 |
Sinclair Interplanetary [Member] | Noncompete Agreements [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 4 years |
Total identifiable intangible assets acquired | $ 200 |
Advanced Solutions Inc [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 15,900 |
Advanced Solutions Inc [Member] | Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 7 years |
Total identifiable intangible assets acquired | $ 11,400 |
Advanced Solutions Inc [Member] | In Process Technology [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 300 |
Advanced Solutions Inc [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 10 years |
Total identifiable intangible assets acquired | $ 3,100 |
Advanced Solutions Inc [Member] | Trademarks and Trade Names [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 7 years |
Total identifiable intangible assets acquired | $ 1,100 |
Planetary Systems Corporation [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 33,000 |
Planetary Systems Corporation [Member] | Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 8 years |
Total identifiable intangible assets acquired | $ 23,500 |
Planetary Systems Corporation [Member] | In Process Technology [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets acquired | $ 1,500 |
Planetary Systems Corporation [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 15 years |
Total identifiable intangible assets acquired | $ 3,400 |
Planetary Systems Corporation [Member] | Backlog [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 1 year |
Total identifiable intangible assets acquired | $ 400 |
Planetary Systems Corporation [Member] | Trademarks and Trade Names [Member] | |
Business Acquisition [Line Items] | |
Estimated Life in Years | 15 years |
Total identifiable intangible assets acquired | $ 4,200 |
Business Combinations - Summa_2
Business Combinations - Summary of Stockbased Compensation Expense Recognized in Conjunction with the Sinclair Interplanetary Acquisition (Detail) - USD ($) $ in Thousands | Aug. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Allocated share based compensation | $ 9,642 | $ 32,557 | $ 4,218 |
Sinclair Interplanetary [Member] | |||
Business Acquisition [Line Items] | |||
Allocated share based compensation | 3,032 | 934 | |
Stock Issued In Conjunction With The Acquisition | Sinclair Interplanetary [Member] | |||
Business Acquisition [Line Items] | |||
Allocated share based compensation | 1,402 | 934 | |
Earnout Share Achievement | Sinclair Interplanetary [Member] | |||
Business Acquisition [Line Items] | |||
Allocated share based compensation | $ 1,630 | $ 0 |
Business Combinations - Summa_3
Business Combinations - Summary of consolidated statement of operations includes revenues and net income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
As Reported [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | $ 62,237 | $ 35,160 |
Net (loss) income | (117,320) | (55,005) |
Acquisitions Pro-Forma (Unaudited) [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 21,629 | 21,525 |
Net (loss) income | 6,377 | 6,664 |
Consolidated Pro-Forma (Unaudited) [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 83,866 | 56,685 |
Net (loss) income | $ (110,943) | $ (48,341) |
Fair Value Of Financial Instr_3
Fair Value Of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | |||
Warrants-preferred stock (Note 11) | $ 3,899 | $ 1,284 | |
Fair Value, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | |||
Money market accounts | 635,269 | 49,869 | |
Total | 635,269 | 49,869 | |
Public and Private Warrants liabilities | 58,227 | ||
Warrants-preferred stock (Note 11) | 3,899 | ||
Total | 58,227 | 3,899 | |
Level 1 | Fair Value, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | |||
Money market accounts | 635,269 | 49,869 | |
Total | 635,269 | 49,869 | |
Public and Private Warrants liabilities | 58,227 | ||
Warrants-preferred stock (Note 11) | |||
Total | 58,227 | 0 | |
Level 2 | Fair Value, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | |||
Money market accounts | 0 | ||
Total | 0 | ||
Public and Private Warrants liabilities | 0 | ||
Total | 0 | ||
Level 3 | Fair Value, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | |||
Public and Private Warrants liabilities | 0 | ||
Warrants-preferred stock (Note 11) | 3,899 | ||
Total | $ 0 | $ 3,899 |
Fair Value Of Financial Instr_4
Fair Value Of Financial Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 22, 2021 | Aug. 25, 2021 | Jul. 12, 2021 | |
Fair Value Measurements [Line Items] | |||||
Warrants and rights outstanding | $ 58,227 | $ 0 | $ 6,514 | ||
Transfers between fair value measurement levels | $ 0 | $ 0 | |||
Public Warrants [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Exercise price of warrants or rights | $ 3.58 | $ 0.2843 | $ 2.96 | ||
Warrants and rights outstanding | $ 48,149 | ||||
Private Placement Warrants [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Warrants and rights outstanding | $ 58,227 |
Fair Value Of Financial Instr_5
Fair Value Of Financial Instruments - Summary of Warrant Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Beginning balance | $ 3,899 | $ 1,284 |
Cost of warrants vesting during the period | 352 | 198 |
Change in fair value included in earnings | 5,238 | 2,417 |
Exercise of warrants to purchase Legacy Rocket Lab Series C and D preferred stock | (6,514) | |
Exchange of warrants to purchase Legacy Rocket Lab Series B preferred stock to common stock warrants | (2,975) | |
Ending balance | $ 3,899 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 21,517 | $ 14,023 |
Work in process | 24,166 | 12,112 |
Finished goods | 2,221 | |
Total inventories | $ 47,904 | $ 26,135 |
Prepaid and Other Current Asset
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid expenses | $ 14,787 | $ 2,628 |
Government grant receivables | 2,563 | 5,870 |
Other current assets | 2,104 | 914 |
Total prepaids and other current assets | $ 19,454 | $ 9,412 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 87,530 | $ 65,680 |
Less accumulated depreciation and amortization | (22,191) | (15,848) |
Property, plant and equipment—net | 65,339 | 49,832 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 25,075 | 20,330 |
Machinery, Equipment, Vehicles and Office Furniture [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 24,848 | 23,755 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,617 | 3,836 |
Launch Site Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,611 | 7,582 |
Construction In Process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 22,379 | $ 10,177 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Schedule of Depreciation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Total depreciation expense | $ 7,530 | $ 6,534 |
Cost of revenues [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total depreciation expense | 4,608 | 4,527 |
Research and Development Expense | ||
Property Plant And Equipment [Line Items] | ||
Total depreciation expense | 585 | 416 |
Selling, general and administrative | ||
Property Plant And Equipment [Line Items] | ||
Total depreciation expense | $ 2,337 | $ 1,591 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Changes in the Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Begning Balance | $ 3,133 | $ 0 |
Acquisitions | 40,110 | 2,895 |
Foreign currency translation adjustment | 65 | 238 |
Ending Balance | 43,308 | 3,133 |
Launch Services | ||
Finite Lived Intangible Assets [Line Items] | ||
Begning Balance | 0 | 0 |
Acquisitions | 0 | 0 |
Foreign currency translation adjustment | 0 | 0 |
Ending Balance | 0 | 0 |
Space Systems | ||
Finite Lived Intangible Assets [Line Items] | ||
Begning Balance | 3,133 | 0 |
Acquisitions | 40,110 | 2,895 |
Foreign currency translation adjustment | 65 | 238 |
Ending Balance | $ 43,308 | $ 3,133 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 64,259 | $ 15,021 |
Accumulated Amortization | (6,772) | (3,672) |
Net Carrying Amount | 57,487 | 11,349 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 45,066 | 10,090 |
Accumulated Amortization | (3,039) | (973) |
Net Carrying Amount | 42,027 | 9,117 |
Capitalized Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,769 | 3,541 |
Accumulated Amortization | (2,893) | (2,379) |
Net Carrying Amount | 876 | 1,162 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,163 | 658 |
Accumulated Amortization | (458) | (148) |
Net Carrying Amount | 6,705 | 510 |
Non-compete agreement [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 221 | 219 |
Accumulated Amortization | (93) | (37) |
Net Carrying Amount | 128 | 182 |
Capitalized Intellectual Property [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 374 | 199 |
Accumulated Amortization | (80) | (51) |
Net Carrying Amount | 294 | 148 |
Trademark and Tradenames [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,411 | 149 |
Accumulated Amortization | (120) | (29) |
Net Carrying Amount | 5,291 | 120 |
In Process Research and Development [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 110 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 110 | |
In Process Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,800 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 1,800 | |
Backlog [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 455 | 55 |
Accumulated Amortization | (89) | (55) |
Net Carrying Amount | $ 366 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Amortization Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 3,321 | $ 2,222 |
Cost of revenues [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 559 | 1,289 |
Research and Development [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 2,088 | 6 |
Selling, General and Administrative [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 674 | $ 927 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Estimated Future Amortization Expense Related to Finite Intangible Assets (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 8,118 |
2023 | 7,371 |
2024 | 7,161 |
2025 | 7,066 |
2026 | 7,037 |
Thereafter | 18,934 |
Total | $ 55,687 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 10, 2021 | Dec. 31, 2021 | Dec. 22, 2021 | May 13, 2021 | Dec. 31, 2020 | Dec. 23, 2020 | Dec. 31, 2016 |
Shares Issued And Outstanding [Line Items] | |||||||
Loan and security agreement, maximum amount | $ 100,000 | $ 35,000 | |||||
Term loan facility, initial facility charge | $ 1,000 | ||||||
Term loan facility, end of term charge upon repayment of the loan | 3,250 | ||||||
Long-term borrowings, excluding current installments | 97,297 | $ 0 | |||||
Current installments of long-term borrowings | $ 2,827 | ||||||
Common Stock [Member] | |||||||
Shares Issued And Outstanding [Line Items] | |||||||
Class of warrant or right number of securities called by warrants or rights | 121,689 | 121,689 | 463,710 | ||||
Exercise price of warrants or rights | $ 11.50 | $ 1.28 | $ 1.28 | $ 0.09 | |||
Term Loan Facility [Member] | |||||||
Shares Issued And Outstanding [Line Items] | |||||||
Loan agreement maturity date | Jun. 1, 2024 | ||||||
Description of outstanding principal of term loan facility | The outstanding principal bears (i) cash interest at the greater of (a) 8.15% or (b) 8.15% plus the prime rate minus 3.25% and (ii) payment-in-kind interest of 1.25% which is accrued and added to the outstanding principal balance. | ||||||
Long-term borrowings, excluding current installments | $ 100,124 | ||||||
Repayment of term loan advance | $ 15,000 | $ 15,000 | |||||
Term Loan Advances Aggregate Amount | $ 15,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Sep. 10, 2021 | Aug. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 22, 2021 | Jul. 12, 2021 | Dec. 23, 2020 | Dec. 31, 2016 |
Class Of Warrant Or Right [Line Items] | ||||||||
Exchange of preferred stock warrants for common stock warrants | $ 2,975,000 | $ 496,000 | ||||||
Fair value of warrants | 2,433,000 | |||||||
Warrants assumed as part of Business Combination | $ 58,227,000 | $ 0 | $ 6,514,000 | |||||
Fair value per share of common stock | $ 0 | $ 1.41 | ||||||
Series C Preferred Stock [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrant or right number of securities called by warrants or rights | 118,591 | |||||||
Warrants exercise price | $ 0.25 | |||||||
Warrants to purchase vested | 86,973 | |||||||
Series D Preferred Stock [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrant or right number of securities called by warrants or rights | 699,388 | |||||||
Warrants exercise price | $ 2.10 | |||||||
Warrants to purchase vested | 512,885 | |||||||
Common Class A [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants for Redemption Description | Redemption of warrants when the price per common share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Warrants): •in whole and not in part; •at a price of $0.01 per warrant; •upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and •if, and only if, the closing price of the common shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. | |||||||
Fair value per share of common stock | $ 18 | |||||||
Legacy Rocket Lab common stock warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrant or right number of securities called by warrants or rights | 585,399 | |||||||
Class of warrants and rights issued during the period | 575,840 | |||||||
Legacy Rocket Lab preferred stock warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants exercise price | $ 0.20 | |||||||
Exchange of preferred stock warrants for common stock warrants | $ 1,466,000 | |||||||
Class of warrants and rights issued during the period | 303,047 | |||||||
Class of warrant or right, outstanding | 305,981 | |||||||
Warrants assumed as part of Business Combination | $ 2,975,000 | |||||||
Public Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants exercise price | $ 2.96 | $ 3.58 | $ 0.2843 | |||||
Warrants assumed as part of Business Combination | $ 48,149,000 | |||||||
Number of securities called by each warrant or right | 0 | |||||||
Class of warrant or right, date from which warrants or rights exercisable | Sep. 29, 2021 | |||||||
Warrants and rights outstanding, term | 5 years | |||||||
Public and Private Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants exercise price | 0.2843 | |||||||
Redemption Price | 0.10 | |||||||
Private Placement Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants assumed as part of Business Combination | $ 58,227,000 | |||||||
Private Placement [Member] | Common Class A [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants for Redemption Description | Redemption of warrants when the price per common share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Warrants): •in whole and not in part: •at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares set forth in the warrant agreement determined based on the redemption date and the fair market value of the common shares; •if, and only if, the closing price of the common shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and •if the closing price of the common shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | |||||||
Warrant exercise price per share | $ 10 | |||||||
Common Stock [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Class of warrant or right number of securities called by warrants or rights | 121,689 | 121,689 | 463,710 | |||||
Warrants exercise price | $ 1.28 | $ 11.50 | $ 1.28 | $ 0.09 | ||||
Fair value of warrants | $ 23,000 | |||||||
Class of warrants and rights issued during the period | 305,981 | |||||||
Common Stock [Member] | Public Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants assumed as part of Business Combination | $ 10,666,666,000 | |||||||
Common Stock [Member] | Private Placement Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants exercise price | $ 11.50 | |||||||
Warrants assumed as part of Business Combination | $ 5,600,000,000 |
Capitalization - Additional Inf
Capitalization - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Capitalization Equity [Line Items] | ||
Preferred stock, convertible, conversion ratio | $ 9.059659 | |
Redeemable Convertible Preferred Stock [Member] | ||
Schedule Of Capitalization Equity [Line Items] | ||
Temporary equity, par value | $ 0.0001 |
Capitalization - Schedule of Te
Capitalization - Schedule of Temporary Equity (Detail) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Series A Preferred Stock [Member] | |
Schedule Of Capitalization Equity [Line Items] | |
Dividend Rate | $ 0.01 |
Issue Price | 0.09 |
Series B Preferred Stock [Member] | |
Schedule Of Capitalization Equity [Line Items] | |
Dividend Rate | 0.01 |
Issue Price | 0.20 |
Series C Preferred Stock [Member] | |
Schedule Of Capitalization Equity [Line Items] | |
Dividend Rate | 0.02 |
Issue Price | 0.37 |
Series D Preferred Stock [Member] | |
Schedule Of Capitalization Equity [Line Items] | |
Dividend Rate | 0.19 |
Issue Price | 3.15 |
Series E preferred stock | |
Schedule Of Capitalization Equity [Line Items] | |
Dividend Rate | 0.21 |
Issue Price | 3.48 |
Series E-1 Preferred Stock | |
Schedule Of Capitalization Equity [Line Items] | |
Dividend Rate | 0.21 |
Issue Price | $ 3.48 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 25, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options vesting period | 4 years | |||
Options vesting on first anniversary of date of grant, percentage | 25.00% | |||
Options granted expected to be recognized period | 4 years | |||
Stock-based compensation | $ 359 | |||
Allocated share based compensation | $ 9,642 | $ 32,557 | $ 4,218 | |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common Stock, Shares Held in Employee Trust, Shares | 2,989,088 | |||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | $ 30,000 | |||
Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 338 | |||
Share-based compensation arrangement by share-based payment award, plan modification shares | 498,177 | |||
Share-based compensation arrangement by share-based payment award | 558,769 | |||
Stock redeemed or called during period, value | $ 10,000 | |||
Common stock for issuance for awards | 9,980,000 | 9,980,000 | ||
Common Stock Outstanding Rate | 1.00% | |||
Employee Stock Options Discount Rate | 15.00% | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Units, granted | 6,542,426 | 5,954,309 | ||
Stock-based compensation | $ 26,987 | |||
2021 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Sale of aggregate, shares | 59,875,000 | |||
Outstanding number of shares of common stock | 5.00% | |||
Shares available for grant | 57,901,558 | |||
Shares authorized to issue under equity award plan | 60,206,872 | |||
2013 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock compensation expense | $ 1,331 | |||
Unrecognized stock compensation expense period for recognition | 9 months 18 days | |||
2013 Plan And 2021 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 49,081 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Recorded in Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | Aug. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 9,642 | $ 32,557 | $ 4,218 |
Cost of revenues [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 10,996 | 1,400 | |
Research and Development Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 9,973 | 1,183 | |
Selling, general and administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 11,588 | $ 1,635 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Options to Purchase Common Stock, Outstanding, beginning | 22,088,726 | 27,263,775 | |
Options to Purchase Common Stock, Granted | 0 | 90,597 | |
Options to Purchase Common Stock, Exercised | (3,708,786) | (2,771,051) | |
Options to Purchase Common Stock, Forfeited | (857,579) | (1,508,243) | |
Options to Purchase Common Stock, Expired | (177,033) | (986,352) | |
Options to Purchase Common Stock, Outstanding, ending | 17,345,328 | 22,088,726 | 27,263,775 |
Options to Purchase Common Stock, Options vested and exercisable | 15,112,440 | 14,739,214 | |
Weighted- Average Exercise Price per Share, Outstanding, beginning | $ 1.03 | $ 0.97 | |
Weighted- Average Exercise Price per Share, Granted | 1.41 | ||
Weighted- Average Exercise Price per Share, Exercised | 1 | 0.36 | |
Weighted- Average Exercise Price per Share, Forfeited | 1.21 | 1.26 | |
Weighted- Average Exercise Price per Share, Expired | 1.16 | 1.05 | |
Weighted- Average Exercise Price per Share, Outstanding, ending | 1.03 | 1.03 | $ 0.97 |
Weighted- Average Exercise Price per Share, Options vested and exercisable | 1.01 | 0.97 | |
Weighted- Average Grant Date Fair Value per Share, Outstanding, beginning | 0.53 | 0.50 | |
Weighted- Average Grant Date Fair Value per Share, Granted | 0.78 | ||
Weighted- Average Grant Date Fair Value per Share, Exercised | 0.51 | ||
Weighted- Average Grant Date Fair Value per Share, Forfeited | 0.60 | ||
Weighted- Average Grant Date Fair Value per Share, Expired | 0.31 | ||
Weighted- Average Grant Date Fair Value per Share, Outstanding, ending | 0.54 | 0.53 | $ 0.50 |
Weighted- Average Grant Date Fair Value per Share, Options vested and exercisable | $ 0.52 | $ 0.49 | |
Weighted- Average Remaining Contract Life (In Years), Outstanding | 6 years 10 days | 7 years 1 month 13 days | 7 years 11 months 12 days |
Weighted- Average Remaining Contract Life (In Years), Granted | |||
Weighted- Average Remaining Contract Life (In Years), Exercised | 4 years 3 months 25 days | 3 years 2 months 15 days | |
Weighted- Average Remaining Contract Life (In Years), Forfeited | 3 days | ||
Weighted- Average Remaining Contract Life (In Years), Expired | |||
Weighted- Average Remaining Contract Life (In Years), Outstanding, Ending balance | 6 years 10 days | 7 years 1 month 13 days | 7 years 11 months 12 days |
Weighted- Average Remaining Contract Life (In Years), Options vested and exercisable | 5 years 10 months 24 days | 6 years 9 months 29 days | |
Aggregate Intrinsic Value, Outstanding | $ 195,111 | $ 85,853 | $ 11,941 |
Aggregate Intrinsic Value, Granted | 0 | ||
Aggregate Intrinsic Value, Exercised | 41,822 | 2,565 | |
Aggregate Intrinsic Value, Forfeited | 9,131 | ||
Aggregate Intrinsic Value, Expired | 1,969 | ||
Aggregate Intrinsic Value, Exercised, Ending Balance | 195,111 | 85,853 | $ 11,941 |
Aggregate Intrinsic Value, Options vested and exercisable | $ 170,320 | $ 57,660 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Weighted-Average Assumptions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Fair value per share of common stock | $ 0 | $ 1.41 |
Expected volatility | 0.00% | 60.00% |
Risk-free interest rate | 0.00% | 0.60% |
Expected life (years) | 6 years 3 months | |
Expected dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Performance-based Restricted Stock Unit Activity (Detail) - Performance-based Restricted Stock Unit (PRSU) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Outstanding, beginning | 11,831,055 | 6,818,453 |
Number of Units, granted | 6,542,426 | 5,954,361 |
Number of Units, Forfeited | (1,426,559) | (941,759) |
Number of Units, Outstanding, ending | 16,946,922 | 11,831,055 |
Number of Units, Expected to vest | 16,946,922 | |
Weighted- Average Grant Date Fair Value, Outstanding, begininng | $ 1.33 | $ 1.41 |
Weighted- Average Grant Date Fair Value, Granted | 9.68 | 1.25 |
Weighted- Average Grant Date Fair Value, Forfeited | 2.10 | 1.40 |
Weighted- Average Grant Date Fair Value, Outstanding, ending | 4.49 | 1.33 |
Weighted- Average Grant Date Fair Value, Expected to vest | $ 4.49 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, employer discretionary contribution amount | $ 441 | $ 277 |
Leases - Additional Information
Leases - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||
Operating Lease, Weighted Average Remaining Lease Term | 10 years 7 months 6 days | 12 years 1 month 6 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.80% | 5.50% |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease, option to extend | one year | |
Vehicles and Equipment [Member] | Minimum | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 1 year | |
Vehicles and Equipment [Member] | Maximum | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 19 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current liabilities: | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current liabilities: | ||
Non-current lease liabilities | $ 28,302 | $ 27,299 |
Total lease liabilities | 30,685 | 28,969 |
Other Current Liabilities [Member] | ||
Current liabilities: | ||
Operating lease liabilities | 2,383 | 1,670 |
Noncurrent Lease Liabilities [Member] | ||
Non-current liabilities: | ||
Non-current lease liabilities | $ 28,302 | $ 27,299 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 3,356 | $ 2,552 |
Amortization of right-of-use assets | 583 | |
Interest on lease liabilities | 95 | |
Total finance lease costs | $ 678 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related To Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 3,051 | $ 2,080 |
Operating cash flows from finance leases | 0 | 95 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,916 | $ 2,410 |
Leases - Schedule of The Future
Leases - Schedule of The Future Minimum Operating Lease Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 3,799 |
2023 | 4,076 |
2024 | 3,984 |
2025 | 3,728 |
2026 | 3,790 |
Thereafter | 21,636 |
Total lease payments | 41,013 |
Less imputed interest | (10,328) |
Total | $ 30,685 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Provision for contract loss | $ 4,803 |
Income Taxes - Schedule of Pret
Income Taxes - Schedule of Pretax Loss from Domestic and Foreign Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
US loss before income taxes | $ (132,585) | $ (56,439) |
Foreign income before income taxes | 7,745 | 1,901 |
Loss before income taxes | $ (124,840) | $ (54,538) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 2 | 0 |
Foreign | 2,377 | 1,410 |
Total | 2,379 | 1,410 |
Deferred: | ||
Federal | (5,957) | 0 |
State | (339) | 0 |
Foreign | (3,603) | (943) |
Total | (9,899) | (943) |
(Benefit) Provision for income taxes | $ (7,520) | $ 467 |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Differences Between Federal Statutory Income Tax Rate and Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | $ (26,216) | $ (11,453) |
Adjustments for tax effects of: | ||
Permanent differences and other | (477) | 634 |
Warrants | 2,421 | 200 |
Stock-based compensation | (2,399) | (203) |
Increase in valuation allowance | 19,151 | 11,289 |
(Benefit) Provision for income taxes | $ (7,520) | $ 467 |
Federal statutory rate | 21.00% | 21.00% |
Adjustments for tax effects of: | ||
Permanent differences and other | 0.38% | (1.16%) |
Warrants | (1.94%) | (0.37%) |
Stock-based compensation | 1.92% | 0.37% |
Increase in valuation allowance | (15.34%) | (20.70%) |
Provision for income taxes | 6.02% | (0.86%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued expenses | $ 2,105 | $ 1,969 |
Inventories | 409 | 353 |
Deferred revenue | 14,160 | 5,503 |
Lease liability | 7,244 | 7,426 |
Stock options | 7,950 | 2,082 |
Warrants | 0 | 519 |
Interest expense | 1,075 | 0 |
Net operating losses | 41,688 | 30,264 |
Tax credits | 898 | 923 |
Other | 0 | 4 |
Total deferred tax assets | 75,529 | 49,043 |
Valuation allowance | (58,235) | (39,084) |
Total deferred tax assets, net | 17,294 | 9,959 |
Deferred tax liabilities: | ||
Right of use asset | (6,723) | (6,954) |
Depreciation and amortization | (5,160) | 0 |
Other | (18) | 0 |
Unrealized gain | 0 | (757) |
Total deferred tax liabilities | (11,901) | (7,711) |
Net deferred tax assets | $ 5,393 | $ 2,248 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets, valuation allowance | $ 58,235 | $ 39,084 | |
Unrecognized tax benefits | 835 | 800 | $ 800 |
Effective tax rate | 667 | 632 | |
Operating loss carryforwards | 195,305 | 143,712 | |
Deferred tax liabilities | $ 6,762 | ||
Decreased valuation allowance | 6,296 | ||
Capitalized costs amortization | Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research). | ||
Indefinite Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, description | carryforward indefinitely and are available to offset up to 80% of future taxable income each year. | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 57,135 | 57,135 | |
Expiration year | 2034 | ||
Domestic Tax Authority | Indefinite Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 138,170 | 86,577 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 19,587 | 10,769 | |
Expiration year | 2035 | ||
Accrued Interest And Penalties [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Accrued interest and penalties | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount Of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 800 | $ 800 |
Increases related to current year tax position | 35 | 0 |
Balance at end of year | $ 835 | $ 800 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common shareholders-basic and diluted | $ (117,320) | $ (55,005) |
Denominator | ||
Weighted average common shares outstanding-basic and diluted | 209,895,135 | 75,414,888 |
Net loss per share attributable to common stockholders-basic and diluted | $ (0.56) | $ (0.73) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Legacy Rocket Lab preferred stock warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity shares | 0 | 1,123,959 |
Legacy Rocket Lab common stock warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity shares | 0 | 585,399 |
Stock Options And Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity shares | 34,292,250 | 22,088,726 |
Public and Private Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity shares | 16,264,516 | 0 |
Legacy Rocket Lab preferred stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity shares | 0 | 283,843,764 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segments - Summary of Informati
Segments - Summary of Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sales Information [Line Items] | ||
Cost of revenues | $ 64,130 | $ 46,977 |
Gross profit (loss) | (1,893) | (11,817) |
Launch Services [Member] | ||
Sales Information [Line Items] | ||
Revenues | 38,971 | 33,085 |
Cost of revenues | 53,827 | 45,872 |
Gross profit (loss) | (14,856) | (12,787) |
Space Systems [Member] | ||
Sales Information [Line Items] | ||
Revenues | 23,266 | 2,075 |
Cost of revenues | 10,303 | 1,105 |
Gross profit (loss) | $ 12,963 | $ 970 |
Concentration of Credit Risk,_3
Concentration of Credit Risk, Significant Customers and Geographic Information - Schedule of Total Accounts Receivable Net (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
U S Commercial Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | 62.00% |
U S Commercial Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.00% | |
International Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% | |
Commercial Customer G [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 23.00% | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Concentration of Credit Risk,_4
Concentration of Credit Risk, Significant Customers and Geographic Information - Additional Informatiion (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Concentration Risk, Percentage | Accounts receivable was less than 10% | |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Concentration Risk, Percentage | Revenue was less than 10% |
Concentration of Credit Risk,_5
Concentration of Credit Risk, Significant Customers and Geographic Information - Schedule of Total Revenue (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commercial Customer G [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 23.00% | |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Revenue [Member] | U.S. Government Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21.00% | |
Revenue [Member] | International Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | |
Revenue [Member] | U S Commercial Customer F [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.00% | |
Revenue [Member] | Commercial Customer G [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 40.00% | 14.00% |
Revenue [Member] | Commercial Customer H [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16.00% |
Concentration of Credit Risk,_6
Concentration of Credit Risk, Significant Customers and Geographic Information - Schedule of Consolidated Net Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Revenue | $ 62,237 | $ 35,160 |
Percentage of total revenue | 100.00% | 100.00% |
United States [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 45,750 | $ 25,881 |
Percentage of total revenue | 74.00% | 74.00% |
Japan [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 769 | $ 6,498 |
Percentage of total revenue | 1.00% | 18.00% |
Germany [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 9,770 | |
Percentage of total revenue | 16.00% | |
Rest of World [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 5,948 | $ 2,781 |
Percentage of total revenue | 9.00% | 8.00% |
Concentration of Credit Risk,_7
Concentration of Credit Risk, Significant Customers and Geographic Information - Schedule of Long Lived Assets by Geographic Area (Detail) - Long Lived Assets [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Long-Lived Assets | $ 194,558 | $ 91,216 |
Concentration risk percentage | 100.00% | 100.00% |
United States [Member] | ||
Concentration Risk [Line Items] | ||
Long-Lived Assets | $ 148,248 | $ 34,303 |
Concentration risk percentage | 76.00% | 38.00% |
New Zealand [Member] | ||
Concentration Risk [Line Items] | ||
Long-Lived Assets | $ 45,050 | $ 43,323 |
Concentration risk percentage | 23.00% | 47.00% |
Canada [Member] | ||
Concentration Risk [Line Items] | ||
Long-Lived Assets | $ 1,260 | $ 13,590 |
Concentration risk percentage | 1.00% | 15.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 18, 2022 | May 18, 2020 | Sep. 14, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions Details [Line Items] | |||||
Beneficial ownership percentage | 5.00% | ||||
Related party transaction, due from (to) related party | $ 0 | $ 0 | |||
Series E preferred stock | |||||
Related Party Transactions Details [Line Items] | |||||
Aggregate shares | 39,575,426 | ||||
Issuance of redeemable preferred stock, value | $ 137,739 | ||||
Series E preferred stock | Affiliated Entity [Member] | |||||
Related Party Transactions Details [Line Items] | |||||
Issuance of redeemable preferred stock, value | $ 10,539 | ||||
Issuance of redeemable preferred stock, share | 3,028,345 | ||||
Series E 1 preferred stock | |||||
Related Party Transactions Details [Line Items] | |||||
Issuance of redeemable preferred stock, value | $ 20,500 | ||||
Issuance of redeemable preferred stock, share | 5,890,047 | ||||
Series E 1 preferred stock | Affiliated Entity [Member] | |||||
Related Party Transactions Details [Line Items] | |||||
Issuance of redeemable preferred stock, value | $ 4,499 | ||||
Issuance of redeemable preferred stock, share | 1,292,931 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jan. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 | Dec. 22, 2021 | Aug. 25, 2021 | Jul. 12, 2021 | Dec. 31, 2020 | Dec. 23, 2020 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||||||
Warrants and rights outstanding | $ 58,227,000 | $ 6,514,000 | $ 0 | ||||||
Public Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price of warrants or rights | $ 3.58 | $ 0.2843 | $ 2.96 | ||||||
Number of securities called by each warrant or right | 0 | ||||||||
Warrants and rights outstanding | $ 48,149,000 | ||||||||
Private Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants and rights outstanding | $ 1,592,080,000 | ||||||||
Warrants Issued and Outstanding | 5,600,000 | ||||||||
Public and Private Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price of warrants or rights | 0.2843 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price of warrants or rights | $ 11.50 | $ 1.28 | $ 1.28 | $ 0.09 | |||||
Class of warrant or right number of securities called by warrants or rights | 121,689 | 121,689 | 463,710 | ||||||
Common Stock [Member] | Public Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants and rights outstanding | $ 10,666,666,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of securities called by each warrant or right | 2,951,781 | ||||||||
Cash proceeds from warrants issued | $ 126,000 | ||||||||
Warrant exercise price per share | $ 0.10 | ||||||||
Subsequent Event [Member] | Public Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of warrant or right number of securities called by warrants or rights | 10,383,077 | ||||||||
Number of securities called by each warrant or right | 10,969 | ||||||||
Cash proceeds from warrants issued | $ 27,000 | ||||||||
Warrants Issued and Outstanding | 270,470 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price of warrants or rights | $ 11.50 | ||||||||
Warrants and rights outstanding | $ 10,969,000 | ||||||||
Subsequent Event [Member] | SolAero Holdings, Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to acquire businesses, Gross | $ 80,000,000 | ||||||||
Cash consideration transferred | $ 3,600,000 |