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Rocket Lab Usa, Inc. (RKLB) SEC Filing 8-K Material Event for the period ending Monday, May 16, 2022

Vector Acquisition Corp

CIK: 1819994 Ticker: RKLB

Exhibit 99.1

 

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Rocket Lab Announces First Quarter 2022 Financial Results and Guidance for Second Quarter 2022

 

   

Revenue of $40.7m, representing 124% Year-on-Year revenue growth

 

   

Space Systems contributed 84% of total Q1 revenue, representing Year-on-Year revenue growth of 1,873%

 

   

Second quarter revenue expected to range between $51 million and $54 million

Long Beach, California. May 16, 2022

– Rocket Lab USA, Inc. (Nasdaq: RKLB) (“Rocket Lab” or “the Company”), a global leader in launch services and space systems, today shared the financial results for its fiscal first quarter of 2022, ended March 31, 2022.

“Our team delivered a strong first quarter of 2022, continuing to execute across launch services and space systems,” said Rocket Lab founder and CEO, Peter Beck. “Our rapid succession of space systems acquisitions, bookended with the acquisition of SolAero Technologies, Inc. in Q1 2022, has strengthened our position as a leading end-to-end space company delivering complete spacecraft design and manufacturing, satellite components, flight software, and launch services. This strategic evolution was cemented with the award of our single largest contract to date: a $143 million contract with MDA to design and build 17 spacecraft buses for use by Globalstar, Inc., a leading provider of Mobile Satellite Services.

“We continued to deliver reliable access to space with a successful Electron launch in Q1, delivering the first of three launches for Earth-imaging company Synspective. Our Q1 momentum continued into the early half of our second quarter with an additional two launches deploying 36 satellites to space, another bulk-buy of three Electron missions, the announcement of our first launch scheduled from Launch Complex 2 in Wallops Island, Virginia, and a monumental achievement in our rocket reusability development program with the mid-air helicopter catch of a returning Electron rocket booster from space for the first time.”

First Quarter 2022 Business Highlights:

 

   

Awarded a $143 million subcontract by MDA Ltd (TSX:MDA) to deliver 17 spacecraft buses for the Globalstar constellation. The partnership with MDA Ltd includes options for additional satellites, satellite dispensers, launch integration, and satellite operations control center by Rocket lab, and represents the strength of Rocket Lab’s strategy to grow its Space Systems business and provide end-to-end space mission solutions at scale.

 

   

Successfully launched the first of three dedicated missions for Synspective, delivering an Earth-imaging satellite to low Earth orbit as part of Synspective’s growing constellation.

 

   

Completed the construction of and successfully launched from Rocket Lab’s third Electron launch pad, Pad B, located at the Company’s Launch Complex 1 in New Zealand.

 

 

 

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Closed the acquisition of SolAero Technologies, Inc. and shortly after began qualification of what we expect to be the world’s highest-performing space solar cells, scheduled to be available for commercial use in late 2022.

 

   

Completed the production of solar panels for the OneWeb constellation, a planned constellation of spacecraft to provide world-wide internet access. The contract is the largest program deployment of high-efficiency space solar cells in SolAero’s history.

 

   

Selected by NASA as one of 12 companies to provide launch services for its Venture-Class Acquisition of Dedicated and Rideshare (VADR) missions, a $300 million opportunity in launch contracts across the program.

 

   

Began the expansion of the Company’s Space Systems footprint in Littleton, Colorado, where the new facility will triple capacity to support growing customer demand for flight software, mission simulation, and Guidance, Navigation, and Control (GNC) services.

 

   

Selected Wallops Island, Virginia, as the location of a 250,000 sqft production complex and launch site for Rocket Lab’s Neutron launch vehicle, with the commencement of construction shortly after.

Since March 31, 2022 Rocket Lab also:

 

   

Launched two Electron missions to deploy 36 commercial satellites to space.

 

   

Completed the first helicopter catch of an Electron rocket booster returning from space under a parachute, a monumental achievement in the Company’s program to make Electron the world’s first reusable orbital-class small rocket.

 

   

Supported eight missions with Rocket Lab satellite hardware and flight software across two launches on another launch provider.

 

   

Signed a multi-launch agreement with Hawkeye360 for three Electron missions from late 2022 to deliver 15 satellites to low Earth orbit.

 

   

Scheduled the first Electron launch from Launch Complex 2 in Wallops Island for no earlier than December 2022, pending NASA certification of its NAFTU software. Completed the Readiness Review for the CAPSTONE mission to the Moon for NASA scheduled to be launched on an Electron launch vehicle and Photon spacecraft in May 2022.

Second Quarter 2022 Guidance

 

   

Revenue between $51 and $54 million

 

   

Launch Services revenue of approximately $19 million

 

   

Space Systems revenue of between $32 to $35 million

 

   

GAAP Gross Margins between 11% to 13%

 

   

Non-GAAP Gross Margins between 26 to 28%

 

   

GAAP Operating Expenses $39 to $41 million

 

   

Non-GAAP Operating Expenses $23 to $25 million

 

   

Expected Interest expenses (Income), net—$2.5 million expense

 

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Adjusted EBITDA loss of $3.5 to $5.5 million

 

   

Basic Shares Outstanding 464 million

Conference Call Information

Rocket Lab will host a conference call for investors at 1:30 p.m. PT (4:30 p.m. ET) today to discuss these business highlights and financial results for our first quarter, and to provide our outlook for the second quarter ending June 30, 2022 and other updates. The live webcast and a replay of the webcast will be available on Rocket Lab’s Investor Relations website: https://investors.rocketlabusa.com/events-and-presentations/events

About Rocket Lab

Founded in 2006, Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft components, satellites and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron small orbital launch vehicle and the Photon satellite platform and is developing the Neutron 13-ton payload class launch vehicle. Since its first orbital launch in January 2018, Rocket Lab’s Electron launch vehicle has become the second most frequently launched U.S. rocket annually and has delivered 146 satellites to orbit for private and public sector organizations, enabling operations in national security, scientific research, space debris mitigation, Earth observation, climate monitoring, and communications. Rocket Lab’s Photon spacecraft platform has been selected to support NASA missions to the Moon and Mars, as well as the first private commercial mission to Venus. Rocket Lab has three launch pads at two launch sites, including two launch pads at a private orbital launch site located in New Zealand, and a second launch site in Virginia, USA which is expected to become operational by the end of 2022. To learn more, visit www.rocketlabusa.com.

+ Rocket Lab Investor Relations Contact

Adam Spice

investors@rocketlabusa.com

+ Rocket Lab Media Contact

Murielle Baker

media@rocketlabusa.com

+64 27 538 9040

Forward Looking Statements

This press release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release, including statements regarding our strategy, future

 

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operations, future financial position, projected costs, prospects, plans and objectives of management, including without limitation Q1 2022 guidance, are forward-looking statements. Words such as, but not limited to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on Rocket Lab’s current expectations and beliefs concerning future developments and their potential effects. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond Rocket Lab’s control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including risks related to the global COVID-19 pandemic; risks related to government restrictions and lock-downs in New Zealand and other countries in which we operate that could delay or suspend our operations; delays and disruptions in expansion efforts; our dependence on a limited number of customers; the harsh and unpredictable environment of space in which our products operate which could adversely affect our launch vehicle and spacecraft; increased congestion from the proliferation of low Earth orbit constellations which could materially increase the risk of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots; increased competition in our industry due in part to rapid technological development and decreasing costs; technological change in our industry which we may not be able to keep up with or which may render our services uncompetitive; average selling price trends; failure of our launch vehicles, spacecraft and components to operate as intended either due to our error in design in production or through no fault of our own; launch schedule disruptions; supply chain disruptions, product delays or failures; design and engineering flaws; launch failures; natural disasters and epidemics or pandemics; changes in governmental regulations including with respect to trade and export restrictions, or in the status of our regulatory approvals or applications; or other events that force us to cancel or reschedule launches, including customer contractual rescheduling and termination rights; risks that acquisitions may not be completed on the anticipated time frame or at all or do not achieve the anticipated benefits and results; and the other risks detailed from time to time in Rocket Lab’s filings with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Rocket Lab’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 24, 2022, and elsewhere (including that the impact of the COVID-19 pandemic may also exacerbate the risks discussed therein). There can be no assurance that the future developments affecting Rocket Lab will be those that we have anticipated. You should read this press release with the understanding that our actual results may be materially different from the plans, intentions and expectations disclosed in the forward looking statements we make. All forward looking statements are qualified in their entirety by this cautionary statement. Except as required by law, Rocket Lab is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

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Use of Non-GAAP Financial Measures

We supplement the reporting of our financial information determined under Generally Accepted Accounting Principles in the United States of America (“GAAP”) with certain non-GAAP financial information. The non-GAAP financial information presented excludes certain significant items that may not be indicative of, or are unrelated to, results from our ongoing business operations. We believe that these non-GAAP measures provide investors with additional insight into the company’s ongoing business performance. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. GAAP measures for the historical periods disclosed are included in this presentation. We have not provided a reconciliation for forward-looking non GAAP financial measures because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount and timing of adjustments that are used to calculate these non-GAAP financial measures, particularly related to stock based compensation and its related tax effects. The following definitions are provided:

Adjusted EBITDA

Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from net income to determine adjusted income. Management believes this measure provides investors meaningful insight into results from ongoing operations.

Other Non-GAAP Financial Measures

Non-GAAP gross profit, research and development, net, selling, general and administrative, operating expenses, operating loss and total other income (expense), net further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from the applicable GAAP financial measure. Management believes these non-GAAP measures provide investors meaningful insight into results from ongoing operations.

 

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ROCKET LAB U.S.A., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(unaudited; in thousands, except share and per share data)

 

     Three Months Ended March 31,  
     2022     2021  

Revenues

   $ 40,703     $ 18,192  

Cost of revenues

     36,968       16,781  
  

 

 

   

 

 

 

Gross profit

     3,735       1,411  

Operating expenses:

    

Research and development, net

     13,477       7,078  

Selling, general and administrative

     23,078       6,624  
  

 

 

   

 

 

 

Total operating expenses

     36,555       13,702  
  

 

 

   

 

 

 

Operating loss

     (32,820     (12,291

Other income (expense):

    

Interest expense, net

     (2,989     (127

Loss on foreign exchange

     (20     (279

Change in fair value of liability classified warrants

     13,482       (3,030

Other income, net

     26       109  
  

 

 

   

 

 

 

Total other income (expense), net

     10,499       (3,327
  

 

 

   

 

 

 

Loss before income taxes

     (22,321     (15,618

Provision for income taxes

     (4,388     (264
  

 

 

   

 

 

 

Net loss

   $ (26,709   $ (15,882
  

 

 

   

 

 

 

Net loss per share attributable to Rocket Lab USA, Inc.:

    

Basic and diluted

   $ (0.06   $ (0.20
  

 

 

   

 

 

 

Weighted-average common shares outstanding:

    

Basic and diluted

     456,495,288       78,826,075  

 

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ROCKET LAB U.S.A., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2022 AND DECEMBER 31, 2021

(in thousands, except share and per share data)

 

     March 31, 2022     December 31,  
     (unaudited)     2021  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 603,144     $ 690,959  

Accounts receivable, net

     32,990       13,957  

Contract assets

     5,853       2,490  

Inventories

     77,888       47,904  

Prepaids and other current assets

     26,307       19,454  
  

 

 

   

 

 

 

Total current assets

     746,182       774,764  

Non-current assets:

    

Property, plant and equipment, net

     99,554       65,339  

Intangible assets, net

     87,617       57,487  

Goodwill

     58,767       43,308  

Right-of-use assets—operating leases

     33,448       28,424  

Right-of-use assets—finance leases

     16,073       —    

Restricted cash

     4,632       1,116  

Deferred income tax assets, net

     7,221       5,859  

Other non-current assets

     3,990       4,550  
  

 

 

   

 

 

 

Total assets

   $ 1,057,484     $ 980,847  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Trade payables

   $ 15,106     $ 3,489  

Accrued expenses

     17,051       10,977  

Employee benefits payable

     22,958       8,266  

Contract liabilities

     97,116       59,749  

Current installments of long-term borrowings

     2,846       2,827  

Other current liabilities

     18,307       10,999  
  

 

 

   

 

 

 

Total current liabilities

     173,384       96,307  

Non-current liabilities:

    

Long-term borrowings, excluding current installments

     97,967       97,297  

Non-current operating lease liabilities

     32,303       28,302  

Non-current finance lease liabilities

     15,825       —    

Deferred tax liabilities

     509       466  

Public and private warrant liabilities

     —         58,227  

Other non-current liabilities

     4,901       1,800  
  

 

 

   

 

 

 

Total liabilities

     324,889       282,399  
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES

    

Stockholders’ equity:

    

Common stock, $0.0001 par value; authorized shares: 2,500,000,000; issued and outstanding shares: 462,742,812 and 450,180,479 at March 31, 2022 and December 31, 2021, respectively

     46       45  

Additional paid-in capital

     1,062,085       1,002,106  

Accumulated deficit

     (331,720     (305,011

Accumulated other comprehensive income

     2,184       1,308  
  

 

 

   

 

 

 

Total stockholders’ equity

     732,595       698,448  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 1,057,484     $ 980,847  
  

 

 

   

 

 

 

 

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ROCKET LAB U.S.A., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(unaudited; in thousands)

 

     Three Months Ended
March 31,
 
     2022     2021  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (26,709   $ (15,882

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     6,088       2,397  

Stock-based compensation expense

     11,958       1,090  

Loss on disposal of assets

     5       —    

Amortization of debt issuance costs and discount

     690       —    

Noncash lease expense

     731       505  

Noncash (income) expense associated with liability-classified warrants

     (13,482     3,382  

Change in the fair value of contingent consideration

     2,500       —    

Deferred income taxes

     (1,558     (42

Changes in operating assets and liabilities:

    

Accounts receivable

     (5,644     611  

Contract assets

     (3,668     (246

Inventories

     (9,132     70  

Prepaids and other current assets

     (1,071     1,286  

Other non-current assets

     772       —    

Trade payables

     805       638  

Accrued expenses

     (3,245     552  

Employee benefits payables

     475       115  

Contract liabilities

     10,652       (9,945

Other current liabilities

     4,266       95  

Non-current lease liabilities

     (783     (517

Other non-current liabilities

     11       412  
  

 

 

   

 

 

 

Net cash used in operating activities

     (26,339     (15,479

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchases of property, equipment and software

     (6,242     (4,046

Cash paid for acquisition, net of acquired cash and restricted cash

     (65,588     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (71,830     (4,046

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from the exercise of stock options and public warrants

     1,379       554  

Proceeds from Employee Stock Purchase Plan

     1,025       —    

Proceeds from sale of employees restricted stock units to cover taxes

     20,841       —    

Minimum tax withholding paid on behalf of employees for restricted stock units

     (8,756     —    

Finance lease principal payments

     (45     —    

Payment of deferred transaction costs associated with planned reverse recapitalization transaction

     —         (140
  

 

 

   

 

 

 

Net cash provided by financing activities

     14,444       414  

Effect of exchange rate changes on cash and cash equivalents

     (574     517  
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents and restricted cash

     (84,299     (18,594

Cash and cash equivalents, and restricted cash, beginning of period

     692,075       53,933  
  

 

 

   

 

 

 

Cash and cash equivalents, and restricted cash, end of period

   $ 607,776     $ 35,339  
  

 

 

   

 

 

 

 

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ROCKET LAB U.S.A., INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(unaudited; in thousands)

The tables provided below reconcile the non-GAAP financial measures adjusted EBITDA, gross profit, research and development, net, selling, general and administrative, operating expenses, operating loss and total other income (expense), net with the most directly comparable GAAP financial measures. See above for additional information on the use of these non-GAAP financial measures.

 

     Three Months Ended
March 31,
 
     2022     2021  

NET LOSS

   $ (26,709   $ (15,882

Depreciation

     3,193       1,757  

Amortization

     2,895       640  

Stock-based compensation expense

     11,958       1,090  

Transaction costs

     375       —    

Interest expense, net

     2,989       127  

Change in fair value of liability classified warrants

     (13,482     3,030  

Change in fair value of contingent consideration

     2,500       —    

Performance reserve escrow

     1,895       —    

Amortization of inventory step-up

     2,002       —    

Provision for income taxes

     4,388       264  

Loss on foreign exchange

     20       279  
  

 

 

   

 

 

 

ADJUSTED EBITDA

   $ (7,976   $ (8,695
  

 

 

   

 

 

 

 

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     Three Months Ended
March 31,
 
     2022     2021  

GAAP Gross profit

   $ 3,735     $ 1,411  

Stock-based compensation

     3,335       299  

Amortization of purchased intangibles

     565       55  

Amortization of inventory step-up

     2,002       —    

Performance reserve escrow

     114       —    
  

 

 

   

 

 

 

Non-GAAP Gross Profit

   $ 9,751     $ 1,765  
  

 

 

   

 

 

 

Non-GAAP Gross Margin

     24     10
  

 

 

   

 

 

 

GAAP Research and development, net

   $ 13,477     $ 7,078  

Stock-based compensation

     (5,026     (392

Amortization of purchased intangibles

     (1,632     (363
  

 

 

   

 

 

 

Non-GAAP Research and development, net

   $ 6,819     $ 6,323  
  

 

 

   

 

 

 

GAAP Selling, general and administrative

   $ 23,078     $ 6,624  

Stock-based compensation

     (3,597     (399

Amortization of purchased intangibles

     (598     (23

Transaction costs

     (375     —    

Performance reserve escrow

     (1,781     —    

Change in fair value of contingent consideration

     (2,500     —    
  

 

 

   

 

 

 

Non-GAAP Selling, general and administrative

   $ 14,227     $ 6,202  
  

 

 

   

 

 

 

GAAP Operating expenses

   $ 36,555     $ 13,702  

Stock-based compensation

     (8,623     (791

Amortization of purchased intangibles

     (2,230     (386

Transaction costs

     (375     —    

Performance reserve escrow

     (1,781     —    

Change in fair value of contingent consideration

     (2,500     —    
  

 

 

   

 

 

 

Non-GAAP Operating expenses

   $ 21,046     $ 12,525  
  

 

 

   

 

 

 

GAAP Operating loss

   $ (32,820   $ (12,291

Total non-GAAP adjustments

     21,525       1,531  
  

 

 

   

 

 

 

Non-GAAP Operating loss

   $ (11,295   $ (10,760
  

 

 

   

 

 

 

GAAP Total other income (expense), net

   $ 10,499     $ (3,327

Change in fair value of liability classified warrants

     (13,482     3,030  

Loss on foreign exchange

     20       279  
  

 

 

   

 

 

 

Non-GAAP Total other income (expense), net

   $ (2,963   $ (18
  

 

 

   

 

 

 

 

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Ticker: RKLB
CIK: 1819994
Form Type: 8-K Corporate News
Accession Number: 0001193125-22-151833
Submitted to the SEC: Mon May 16 2022 4:32:46 PM EST
Accepted by the SEC: Mon May 16 2022
Period: Monday, May 16, 2022
Industry: Guided Missiles And Space Vehicles And Parts
Events:
  1. Earnings Release
  2. Financial Exhibit

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