ROCKET LAB USA, INC., 10-K filed on 3/7/2023
Annual Report
v3.22.4
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Mar. 03, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2022    
Document Period End Date Dec. 31, 2022    
Document Fiscal Period Focus FY    
Entity Registrant Name ROCKET LAB USA, INC.    
Entity Central Index Key 0001819994    
Entity File Number 001-39560    
Entity Incorporation, State or Country Code DE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 946.9
Entity Common Stock, Shares Outstanding   477,649,258  
Entity Address, State or Province CA    
Document Annual Report true    
Document Transition Report false    
Entity Tax Identification Number 98-1550340    
Entity Address, Address Line One 3881 McGowen Street    
Entity Address, City or Town Long Beach    
Entity Address, Postal Zip Code 90808    
City Area Code 714    
Local Phone Number 465-5737    
Documents Incorporated by Reference

Information required by Part III of this Form 10-K is incorporated by reference to the registrant’s proxy statement or the Proxy Statement, for the 2023 annual meeting of stockholders, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

    
Auditor Name Deloitte & Touche LLP    
Auditor Location Los Angeles, California    
Auditor Firm ID 34    
Common Stock [Member]      
Document Information [Line Items]      
Title of 12(b) Security Common Stock, par value $0.0001 per share    
Trading Symbol RKLB    
Security Exchange Name NASDAQ    
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 242,515 $ 690,959
Marketable securities, current 229,276 0
Accounts receivable, net 36,572 13,957
Contract assets 9,451 2,490
Inventories 92,279 47,904
Prepaids and other current assets 52,201 19,454
Total current assets 662,294 774,764
Non-current assets:    
Property, plant and equipment, net 101,514 65,339
Intangible assets, net 79,692 57,487
Goodwill 71,020 43,308
Right-of-use assets - operating leases 35,239 28,424
Right-of-use assets - finance leases 15,614 0
Marketable securities, non-current 9,193 0
Restricted cash 3,356 1,116
Deferred income tax assets, net 3,898 5,859
Other non-current assets 7,303 4,550
Total assets 989,123 980,847
Current liabilities:    
Trade payables 12,084 3,489
Accrued expenses 8,723 10,977
Employee benefits payable 8,634 8,266
Contract liabilities 108,344 59,749
Current Installments Of Long Term Borrowings 2,906 2,827
Other current liabilities 22,249 10,999
Total current liabilities 162,940 96,307
Non-current liabilities:    
Long-term borrowings, excluding current installments 100,043 97,297
Non-current lease liabilities 34,266 28,302
Non-current finance lease liabilities 15,568 0
Deferred tax liabilities 95 466
Public and private warrant liabilities 0 58,227
Other non-current liabilities 3,005 1,800
Total liabilities 315,917 282,399
COMMITMENTS AND CONTINGENCIES (Note 16)
Stockholders’ equity (deficit):    
Common stock, value 48 45
Additional paid-in capital 1,112,977 1,002,106
Accumulated deficit (440,955) (305,011)
Accumulated other comprehensive income 1,136 1,308
Total stockholders’ equity (deficit) 673,206 698,448
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) $ 989,123 $ 980,847
v3.22.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, share authorized 2,500,000,000 2,500,000,000
Common stock, share issued 475,356,517 450,180,479
Common stock, share outstanding 475,356,517 450,180,479
v3.22.4
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]      
Revenues $ 210,996 $ 62,237 $ 35,160
Cost of revenues 192,006 64,130 46,977
Gross loss 18,990 (1,893) (11,817)
Operating expenses:      
Research and development, net 65,168 41,765 19,142
Selling, general and administrative 89,026 58,395 23,993
Total operating expenses 154,194 100,160 43,135
Operating loss (135,204) (102,053) (54,952)
Other income (expense):      
Interest expense, net (7,799) (6,128) 224
Gain (loss) on foreign exchange (4,435) (567) 2,420
Change in fair value of liability classified warrants 13,482 (15,294) (2,417)
Other income (expense), net 1,010 (798) 187
Total other income (expense), net 2,258 (22,787) 414
Loss before income taxes (132,946) (124,840) (54,538)
Benefit (provision) for income taxes (2,998) 7,520 (467)
Net loss (135,944) (117,320) (55,005)
Other comprehensive income (loss), net of tax:      
Foreign currency translation income 600 253 1,134
Unrealized loss on available-for-sale marketable securities (772) 0 0
Comprehensive loss $ (136,116) $ (117,067) $ (53,871)
Net loss per share attributable to Rocket Lab USA, Inc.:      
Earnings Per Share, Basic $ (0.29) $ (0.56) $ (0.73)
Earnings Per Share, Diluted $ (0.29) $ (0.56) $ (0.73)
Weighted-average common shares outstanding:      
Weighted Average Number of Shares Outstanding, Basic 466,214,095 209,895,135 75,414,888
Weighted Average Number of Shares Outstanding, Diluted 466,214,095 209,895,135 75,414,888
v3.22.4
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]
Redeemable Convertible Preferred Stock [Member]
Preferred Stock [Member]
Adjustment [Member]
Balance at Beginning at Dec. 31, 2019 $ (118,529) $ (118,529)   $ 7 $ 14,236 $ 14,229 $ (132,686) $ (132,686) $ (79) $ (79)     $ 254,460 $ 254,460
Balance at Beginning (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 0                          
Issuance of stock for acquisition (in Shares)     2,470,814                      
Issuance of redeemable preferred stock                         20,500  
Issuance of redeemable preferred stock, (in Share)                     5,890,047      
Issuance of common stock warrant 496       496                  
Other comprehensive income 1,134               1,134          
Balance at Ending at Dec. 31, 2020 (166,708)   $ 8   19,920   (187,691)   1,055       274,960  
Balance at Ending (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, (in 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          
Balance at Ending at Dec. 31, 2021 698,448   $ 45   1,002,106   (305,011)   1,308          
Balance at Ending (in Shares) at Dec. 31, 2021     450,180,479                      
Net loss $ (135,944)           (135,944)              
Exercise of stock options (in Shares) 3,887,435                          
Stock-based compensation $ 58,403       58,403                  
Issuance of stock for acquisition 0                          
Issuance of stock for acquisition (in Shares)     2,411,092                      
Common stock issued upon exercise of warrants 44,844       44,844                  
Common stock issued upon exercise of warrants (in Shares)     4,554,830                      
Issuance of common stock under equity plans 7,627   $ 3   7,624                  
Issuance of common stock under equity plans, (in Shares)     18,210,116                      
Other comprehensive income (172)               (172)          
Balance at Ending at Dec. 31, 2022 $ 673,206   $ 48   $ 1,112,977   $ (440,955)   $ 1,136          
Balance at Ending (in Shares) at Dec. 31, 2022     475,356,517                      
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $ (135,944) $ (117,320) $ (55,005)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 29,947 10,851 9,339
Stock-based compensation expense 55,649 32,557 4,218
Loss on disposal of assets 923 156 1,473
Loss on extinguishment of long-term debt 0 496 0
Amortization of debt issuance costs and discount 2,827 1,546 0
Noncash lease expense 3,199 2,010 1,533
Noncash (income) expense associated with liability-classified warrants (13,482) 15,294 2,615
Accretion of marketable securities purchased at a discount (1,395) 0 0
Deferred income taxes (576) (9,979) (713)
Changes in operating assets and liabilities:      
Accounts receivable, net (9,430) (7,789) (522)
Contract assets (7,545) 1,816 5,019
Inventories (25,964) (12,072) (11,260)
Prepaids and other current assets (15,059) (10,504) (2,375)
Other non-current assets (7,072) (4,548) 0
Trade payables (2,129) (4,517) (1,603)
Accrued expenses (3,518) 3,074 4,104
Employee benefits payables 2,108 (326) 1,538
Contract liabilities 22,661 28,057 15,921
Other current liabilities 1,280 838 (832)
Non-current lease liabilities (3,686) (1,801) (965)
Other non-current liabilities 668 370 (242)
Net cash used in operating activities (106,538) (71,791) (27,757)
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of property, equipment and software (42,412) (25,699) (25,121)
Cash paid for acquisitions, net of acquired cash and restricted cash (65,824) (66,435) (12,208)
Purchases of marketable securities (259,567) 0 0
Maturities of marketable securities 21,724 0
Net cash used in investing activities (346,079) (92,134) (37,329)
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from the exercise of stock options and public warrants 3,874 3,147 978
Proceeds from Employee Stock Purchase Plan 4,380 0 0
Proceeds from sale of employees restricted stock units to cover taxes 31,166 0 0
Minimum tax withholding paid on behalf of employees for restricted stock units (31,164) 0 0
Tax payment for net settled option shares (444) 0 0
Payment of contingent consideration (5,500) 0 0
Finance lease principal payments (271) 0 0
Proceeds from long-term revolving line of credit 0 15,000 0
Proceeds from long-term secured term loan 0 98,895 0
Repayments on long-term revolving line of credit 0 (15,000) 0
Net Proceeds from issuance of Series E-1 Preferred Stock 0 0 20,500
Proceeds from Business Combination and PIPE Investment, net of transaction costs 0 728,255 0
Repurchase of shares and options from management, net of amount recognized as compensation cost 0 (30,358) 0
Net cash provided by financing activities 2,041 799,939 21,478
Effect of exchange rate changes on cash and cash equivalents 4,372 2,128 (153)
Net increase (decrease) in cash and cash equivalents and restricted cash (446,204) 638,142 (43,761)
Cash and cash equivalents, and restricted cash, beginning of period 692,075 53,933 97,694
Cash and cash equivalents, and restricted cash, end of period 245,871 692,075 53,933
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:      
Cash paid for interest 10,749 3,991 0
Cash refunds/(paid) for income taxes (2,666) (1,842) 300
Unpaid purchases of property, equipment and software 1,865 938 2,090
Unpaid transaction costs 0 27 0
Right-of-use assets obtained in exchange for new operating lease liabilities 9,140 3,916 2,410
Net exercise of public and private warrants into common stock 44,739 0 0
Issuance of common stock for payment of accrued bonus 1,441 0 0
Issuance of common stock warrants and accrued issuance costs in connection with loan and security agreement 0 0 677
Warrants assumed as part of Business Combination 0 48,149 0
Contingent consideration assumed at acquisitions 0 7,300 0
Issuance of common stock in connection with acquisition, at fair value 0 11,568 0
Prepaid expenses assumed as part of Business Combination $ 0 $ 219 $ 0
v3.22.4
DESCRIPTION OF THE BUSINESS
 12 Months Ended
Dec. 31, 2022
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 space company with an established track record of mission success headquartered in Long Beach, California and is the parent company for several wholly owned operating subsidiaries located in the United States, New Zealand, Canada and Australia. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We operate one of the only private orbital launch ranges in the world, located in Mahia, New Zealand, enabling a unique degree of operational flexibility and control of customer launch manifests and mission assurance. While our business has historically been centered on the development of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicles and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.

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”)), the pre-merger 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, $10,000 was used to purchase shares and options earned by employees through share-based compensation and resulted in incremental compensation expense of $9,642.
•
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 shares of common stock in the Post Combination Company at a purchase price of $10.00 per share for an aggregate purchase price of $467,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the Business Combination.

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 the 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 concluded that the earnout was not a liability under Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, was not subject to the accounting guidance under ASC 718, Compensation—Stock Compensation, and was not subject to derivative accounting under ASC 815, Derivative and Hedging. As such, the earnout is recognized in equity at fair value upon the closing of the Business Combination. On February 21, 2022, the Company’s common stock did not trade at equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the Stock Price Target and the Company will not issue the Earnout Shares.

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 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. On May 31, 2022, 1,915,356 shares of common stock were issued in connection with this earnout obligation.

The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the 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, with no goodwill or other intangible assets recorded. Under this method of accounting, Vector was treated as the “accounting acquiree” and Legacy Rocket Lab as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rocket Lab issuing shares for the net assets of Vector, followed by a recapitalization. The consolidated assets, liabilities, and results of operations of Legacy Rocket Lab comprise the historical financial statements of the Post Combination Company, and Vector’s assets, liabilities and results of operations are consolidated with Legacy Rocket Lab beginning on the acquisition date. Accordingly, for accounting purposes, the financial statements of the Post Combination Company represent a continuation of the financial statements of Legacy Rocket Lab, and the net assets of Vector are stated at historical cost, with no goodwill or other intangible assets recorded. This determination was primarily based on the following:

•
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
v3.22.4
SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2022
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.

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.

Operating Cycle

For classification of certain current assets and liabilities, we use the duration of the related contract or program as our operating cycle, which is generally longer than one year.

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 $3,356 and $1,116 as of December 31, 2022 and 2021, 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.

Marketable Securities

Marketable securities consist of investments in commercial paper, corporate debt securities, bank certificates of deposit, U.S. Treasury bills and notes and asset backed securities. The Company’s investment policy requires the selection of high-quality issuers. The Company's marketable securities are classified as available-for-sale and are carried at fair value. The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets. Interest receivable on marketable securities is presented in prepaids and other current assets on the consolidated balance sheets.

Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss, are determined using the specific identification method for determining the cost of securities sold. Interest and dividend income is recorded when earned and included in interest expense/income, net on the consolidated statements of operations and comprehensive loss. Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in other income (expense), net on the consolidated statements of operations and comprehensive loss.

At each balance sheet date, the Company assesses available-for-sale marketable securities in an unrealized loss position to determine whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the available-for-sale security with a fair value below amortized cost is written down to fair value through current period earnings. The Company also reviews its available-for-sale securities in an unrealized loss position to determine whether the unrealized loss is the result of a change in creditworthiness or other factors. If declines in the value of available for-sale securities are determined to be credit-related, a loss is recorded in earnings in the current period.

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, 2022 and 2021, and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2022, 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.

Prepaids and Other Current Assets

Prepaids and other current assets include goods and services tax, prepaid expenses, deposits, government grant receivables and miscellaneous receivables.

Property, Plant and Equipment, Net

Property, plant and equipment, are stated at cost, less accumulated depreciation. Historically, the Company has calculated depreciation on Launch Services related assets using a diminishing value method which approximates a double-declining method over the estimated useful lives of assets and depreciation on Space Systems related assets using the straight-line method over the estimated useful lives of assets. Effective October 1, 2022, the Company implemented a change from diminishing value method to straight-line method for Launch Services related assets because the straight-line method will more accurately reflect the pattern of usage and the expected benefits of such assets. The Company considered the change to be a change in accounting estimate effected by a change in accounting principle, and as such have been accounted for on a prospective basis. The change did not have a material impact on the financial statements. The Company will depreciate over the useful lives as follows:

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 15 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 research and development, customer relationships, backlog, trademarks and tradenames, non-compete agreements, capitalized software and capitalized intellectual property and are amortized over their useful lives ranging from one to twenty years using the straight-line method of amortization. The Company evaluates the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

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 assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be 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, 2022, 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, 2022, 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—Quoted prices in active markets for identical assets or liabilities.
•
Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

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 were carried at fair value and determined according to the fair value hierarchy above (Note 6).

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Certain assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a non-recurring basis upon initial acquisition in a business combination or if they are deemed to be impaired as a result of an impairment review.

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 Consolidated Balance Sheets.

Revenue Recognition

The Company generates revenue from launch services and space systems solutions. 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 solutions 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 when control transfers upon intentional ignition of the launch or where successful delivery milestones are applicable, such as upon delivery of the spacecraft to the specified orbit. In some circumstances, launch service revenue is recognized over-time when it is determined that there is no alternative use for the mission, due to contractual or practical limitations, and when the Company has an enforceable right to payment for the services performed to date including a reasonable profit.

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 as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs. Similarly, spacecraft manufacturing is recognized over-time when it is determined that there is no alternative use for the spacecraft, due to contractual or practical limitations, and where the Company has an enforceable right to payment for the services performed to date including a reasonable profit. Contracts to provide components for spacecraft that do not qualify for over-time recognition are recognized at a point-in-time when control is transferred.

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 when the software is made available to the customer. When customers purchase when and if available software maintenance in addition to the space software license, revenues allocated to the maintenance are recognized ratably over the maintenance period.

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.

If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss. A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price. When this occurs, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident.

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, 2022, 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 Assistance

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 is applying for tax credits related to a research and development tax incentive program with the New Zealand government effective from January 1, 2021. This 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 the Company determines that it is probable that it meets the conditions required for the program and that it will receive a grant. Any corresponding grant receivable will be presented within prepaids and other current assets and other non-current assets on the consolidated balance sheets. The Company recorded an estimated amount of $6,998 and $2,563 during the years ended December 31, 2022 and 2021, respectively, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss.

The Company has various research government assistance awards from the Air Force Research Laboratory in connection with solar technology. The Company recorded $4,433 during the year ended December 31, 2022 in connection with these awards, 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 $3,618 and $393 in proceeds during the years ended December 31, 2022 and 2021, respectively, 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 basis. For awards that contain performance conditions, the fair value of an award is recognized based on the probability of the performance condition being met.

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 option valuation model, which is affected by estimates of the fair value per share of the Company’s common stock, the risk-free interest rate, expected dividend yield, expected term and the expected share price volatility of its common shares over the expected term, which are estimated as follows:

•
Fair value per share of common stock. 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 for purposes of determining the exercise price for stock option grants and the fair value at grant date was estimated based on highly subjective and uncertain information. The exercise price of stock options was set at least equal to the fair value of the Company’s common stock on the date of grant. Following the completion of the Business Combination in August 2021, the Company estimates the fair value of common stock based on the market price of our Common Stock underlying the awards on the grant date.
•
Expected volatility. The Company’s shares have actively traded for a short period of time subsequent to the Business Combination, the volatility is based on the weighted average historical volatilities of a pool of public companies that are comparable to the Company. Expected volatility represents the estimated volatility of the shares over the expected life of the options.
•
Expected term. The Company determines the expected term of the awards using the simplified method due to the Company’s insufficient history of option exercise and forfeiture activity. The simplified method estimates the expected term based on the average of the vesting period and contractual term of the stock option.
•
Risk-free interest rate. The risk-free interest rate for periods within the expected life of the option is derived from the U.S. treasury interest rates in effect at the date of grant.
•
Estimated dividend yield. The Company uses an expected dividend yield of zero since no dividends are expected to be paid.

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 compensation expense could be materially different in the future.

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 approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company makes estimates, assumptions and judgments to determine its provision for income taxes and also for deferred tax assets and liabilities and any valuation allowances recorded against deferred tax assets. Actual future operating results and the underlying amount and type of income could differ materially from the Company’s estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations.

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 basis over the lease term. Finance leases result in the recognition of depreciation expense, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method.

The Company excludes short-term leases (term of 12 months or less) from the balance sheet presentation and accounts for non-lease and lease components in a contract as a single lease component for certain asset classes.

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, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Recently Adopted Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which requires business entities to disclose information about certain government assistance they receive. Such disclosure requirements include the nature of the transactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item and significant terms and conditions of the transactions. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 (year ending December 31, 2022 for the Company). The Company adopted ASU 2021-10 for the year ended December 31, 2022 as discussed above.
v3.22.4
REVENUES
 12 Months Ended
Dec. 31, 2022
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, 2022, 2021 and 2020:

 

 

 

Year Ended December 31, 2022

 

 

 

Launch

 

 

Space

 

 

 

 

 

 

Services

 

 

Systems

 

 

Total

 

Revenues by recognition model

 

 

 

 

 

 

 

 

 

Point-in-time

 

$

60,200

 

 

$

61,141

 

 

$

121,341

 

Over-time

 

 

485

 

 

 

89,170

 

 

 

89,655

 

Total revenue by recognition model

 

$

60,685

 

 

$

150,311

 

 

$

210,996

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2021

 

 

 

Launch

 

 

Space

 

 

 

 

 

 

Services

 

 

Systems

 

 

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

 

 

 

 

 

 

Services

 

 

Systems

 

 

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, 2022 and 2021:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Contract balances

 

 

 

 

 

 

Accounts receivable, net

 

$

36,572

 

 

$

13,957

 

Contract assets

 

 

9,451

 

 

 

2,490

 

Contract liabilities

 

 

(108,344

)

 

 

(59,749

)

 

Changes in contract liabilities were as follows:

 

 

 

2022

 

 

2021

 

 

2020

 

Contract liabilities, beginning of year

 

$

59,749

 

 

$

26,132

 

 

$

10,211

 

Contract liabilities assumed at acquisition

 

 

26,014

 

 

 

5,560

 

 

 

—

 

Customer advances received or billed

 

 

96,206

 

 

 

41,614

 

 

 

24,694

 

Recognition of unearned revenue

 

 

(73,625

)

 

 

(13,557

)

 

 

(8,773

)

Contract liabilities, end of year

 

$

108,344

 

 

$

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, 2022, 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 $503,600 as of December 31, 2022, of which approximately 61% is expected to be recognized within 12 months, with the remaining 39% to be recognized beyond 12 months.
v3.22.4
BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2022
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, flight-proven spacecraft hardware and is headquartered in Toronto, Canada. As a result of the acquisition, management expects to strengthen and expand the Company’s ability to become a one stop shop for customers who desire to design, build and launch a spacecraft.

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 intangible assets:

Type

 

Estimated
Life in
Years

 

Fair Value

 

Developed technology

 

7

 

$

9,200

 

In-process technology

 

N/A

 

 

100

 

Customer relationships

 

3

 

 

600

 

Backlog

 

0.7

 

 

50

 

Trademark and tradenames

 

3

 

 

100

 

Non-compete agreement

 

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.

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 1,915,356 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 957,678 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 1,915,356 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 were 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 was recognized based on the probability of the performance condition being fully met.

On May 31, 2022, 1,915,356 shares of common stock were issued in connection with this earnout obligation. The following table provides stock-based compensation expense recognized in conjunction with the Sinclair Interplanetary acquisition:

 

 

 

Years Ended December 31,

 

Acquisition stock-based compensation

 

2022

 

 

2021

 

 

2020

 

Shares issued in conjunction with the acquisition

 

$

467

 

 

$

1,402

 

 

$

934

 

Earnout share achievement

 

 

543

 

 

 

1,630

 

 

 

—

 

Total stock compensation related to the acquisition

 

$

1,010

 

 

$

3,032

 

 

$

934

 

 

ASI

On October 12, 2021, the Company completed the acquisition of Advanced Solutions, Inc. (“ASI”) pursuant to a membership interest purchase agreement (the “ASI Purchase Agreement”). 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 ASI Purchase Agreement also included an additional potential earn out payment of up to $5,500 based on achievement of certain performance 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 based on the likelihood of reaching targets contained in the ASI Purchase Agreement. At the acquisition date, the fair value of the contingent consideration payable was determined to be $5,500. The contingent consideration of $5,500 was paid on April 4, 2022.

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

 

$

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 identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

 


Type

 

Estimated
Life in
Years

 

Fair
Value

 

Developed technology

 

7

 

$

11,400

 

In-process technology

 

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.

Compensation Arrangements

In connection with the acquisition, the Company deposited $12,015 with an escrow agent pursuant to the ASI 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 primarily recognized in operating expenses in the consolidated statements of operations and comprehensive loss.

The Company recognized $7,579 and $1,895 in connection with the performance reserve payments during the years ended December 31, 2022 and 2021, respectively.

PSC

On November 30, 2021, the Company completed the acquisition pursuant to an Agreement and Plan of Merger (the “PSC Merger Agreement”), by and among the Company, Platinum Merger Sub, Inc. (“PSC Merger Sub”), Planetary Systems Corporation (“PSC”), and a shareholder representative, which provides for, among other things, the merger of PSC 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 PSC Merger Agreement, all of the issued and outstanding shares of PSC were cancelled in exchange for aggregate consideration of $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 “PSC Acquisition”). The PSC Merger Agreement contains representations, warranties and indemnification provisions customary for transactions of this kind. In connection with the PSC Acquisition, the Company has entered into customary offer letters or employment agreements with certain key employees of PSC.

Acquisition Consideration

The acquisition-date consideration transferred consisted of cash of $43,152, 729,375 shares of the Company’s common stock valued at $11,568 and holdback payable of $1,000. The purchase agreement also includes an additional potential earn out payment of up to 956,023 shares of the Company’s common stock 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, 2022, the fair value of the contingent consideration payable was determined to be $1,800.

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

 

$

3,655

 

Accounts receivable

 

 

2,543

 

Inventories

 

 

7,088

 

Intangible assets

 

 

33,000

 

Employee benefits payable

 

 

(1,212

)

Contract liabilities (1)

 

 

(5,218

)

Other current liabilities

 

 

(313

)

Non-current deferred tax liabilities

 

 

(8,219

)

Other assets and liabilities, net

 

 

935

 

Identifiable net assets acquired

 

 

32,259

 

Goodwill

 

 

25,261

 

Total purchase price

 

$

57,520

 

_________________________

(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 identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Type

 

Estimated
Life in
Years

 

Fair
Value

 

Developed technology

 

8

 

$

23,500

 

In-process technology

 

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 $25,261 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.

Compensation Arrangements

In connection with the acquisition, the Company issued 1,720,841 shares of the Company’s common stock to the seller upon closing of the acquisition, of which 991,466 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 operating expenses in the consolidated statements of operations and comprehensive loss.

The Company recognized $8,577 and $715 of stock-based compensation during the years ended December 31, 2022 and 2021 in connection with the holdback agreement shares, respectively.

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, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (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.

 

Acquisition Consideration

The acquisition-date consideration transferred consisted of cash of $76,181. 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

 

$

7,815

 

Accounts receivable

 

 

12,322

 

Inventories

 

 

17,765

 

Prepaids and other current assets

 

 

3,536

 

Property, plant and equipment

 

 

24,689

 

Intangible assets

 

 

33,600

 

Right-of-use assets - operating leases (1)

 

 

1,128

 

Right-of-use assets - finance leases (1)

 

 

16,174

 

Restricted cash

 

 

3,293

 

Trade payables

 

 

(9,795

)

Accrued expenses

 

 

(6,883

)

Contract liabilities (2)

 

 

(26,014

)

Other current liabilities

 

 

(10,145

)

Non-current operating lease liabilities (1)

 

 

(1,128

)

Non-current finance lease liabilities (1)

 

 

(15,874

)

Other assets and liabilities, net

 

 

(204

)

Identifiable net assets acquired

 

 

50,279

 

Goodwill

 

 

25,902

 

Total purchase price

 

$

76,181

 

_________________________

(1) SolAero, as a private company, had not adopted ASC 842 prior to the acquisition. Upon acquisition, SolAero adopted ASC 842 to align accounting policies with the Company.

(2) 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 identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Type

 

Estimated
Life in
Years

 

Fair
Value

 

Developed technology

 

13

 

$

10,700

 

In-process technology

 

N/A

 

 

800

 

Capitalized software

 

3

 

 

5,400

 

Customer relationships

 

12

 

 

9,000

 

Trademark and tradenames

 

12

 

 

4,700

 

Backlog

 

2

 

 

3,000

 

Total identifiable intangible assets acquired

 

 

 

$

33,600

 

Goodwill of $25,902 was recorded for the SolAero 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. The goodwill is expected to be deductible for income tax purposes as, prior to the merger, SolAero held tax deductible goodwill in excess of the amount recorded.

The Company recognized $427 of acquisition and integration related costs that were expensed for the year ended December 31, 2022. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.”

 

Measurement Period

During the measurement period, the Company continued to obtain information to assist in determining the fair value of net assets acquired, which may differ materially from these preliminary estimates. Measurement period adjustments, if applicable, were applied in the reporting period in which the adjustment amounts were determined. Measurement period changes for the ASI and PSC acquisitions did not have a material impact to the Consolidated Financial Statements for the year ended December 31, 2022. The Company made a SolAero measurement period adjustment in the fourth quarter of 2022 related to a provision for contract loss of $9,446, which was recorded to other current liabilities and goodwill.

Unaudited Pro Forma Information

The Company’s 2022 consolidated statement of operations includes revenues of $81,188 and operating loss of $12,533, related to the SolAero acquisition. 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 revenues 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 2022, 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.

Year Ended December 31,

 

As Reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

2022

 

 

 

 

 

 

 

 

 

Revenues

 

$

210,996

 

 

$

2,454

 

 

$

213,450

 

Net loss

 

 

(135,944

)

 

 

(1,062

)

 

 

(137,006

)

2021

 

 

 

 

 

 

 

 

 

Revenues

 

$

62,237

 

 

$

102,755

 

 

$

164,992

 

Net loss

 

 

(117,320

)

 

 

(7,139

)

 

 

(124,459

)

2020

 

 

 

 

 

 

 

 

 

Revenues

 

$

35,160

 

 

$

91,747

 

 

$

126,907

 

Net loss

 

 

(55,005

)

 

 

(15,085

)

 

 

(70,090

)
v3.22.4
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES
 12 Months Ended
Dec. 31, 2022
Cash and Cash Equivalents [Abstract]  
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES
5.
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES

Cash and cash equivalents and marketable securities consisted of the following as of December 31, 2022 and 2021:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents

 

$

242,515

 

 

$

690,959

 

Marketable securities, current

 

 

229,276

 

 

 

—

 

Marketable securities, non-current

 

 

9,193

 

 

 

—

 

Total cash and cash equivalents and marketable securities

 

$

480,984

 

 

$

690,959

 

As of December 31, 2022, cash equivalents and marketable securities consisted of the following:

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

Cash Equivalents

 

 

Marketable Securities

 

Money market accounts

 

$

204,027

 

 

$

—

 

 

$

—

 

 

$

204,027

 

 

$

204,027

 

 

$

—

 

Certificates of deposit

 

 

52,870

 

 

 

18

 

 

 

(175

)

 

 

52,713

 

 

 

—

 

 

 

52,713

 

Commercial paper

 

 

76,934

 

 

 

18

 

 

 

(87

)

 

 

76,865

 

 

 

4,980

 

 

 

71,885

 

Corporate debt securities

 

 

67,438

 

 

 

—

 

 

 

(432

)

 

 

67,006

 

 

 

3,459

 

 

 

63,547

 

Yankee bonds

 

 

4,795

 

 

 

—

 

 

 

(27

)

 

 

4,768

 

 

 

—

 

 

 

4,768

 

U.S. Treasury securities

 

 

7,511

 

 

 

—

 

 

 

(3

)

 

 

7,508

 

 

 

—

 

 

 

7,508

 

U.S. government agency bonds

 

 

30,124

 

 

 

5

 

 

 

(43

)

 

 

30,086

 

 

 

—

 

 

 

30,086

 

Mortgage- and asset-backed securities

 

 

8,008

 

 

 

3

 

 

 

(49

)

 

 

7,962

 

 

 

—

 

 

 

7,962

 

Total

 

$

451,707

 

 

$

44

 

 

$

(816

)

 

$

450,935

 

 

$

212,466

 

 

$

238,469

 

 

The following table presents the Company's cash equivalents and marketable securities with unrealized losses by investment category as of December 31, 2022:

 

 

Less than 12 Months

 

 

 

Fair Value

 

 

Unrealized Losses

 

Certificates of deposit

 

$

32,623

 

 

$

(175

)

Commercial paper

 

 

58,545

 

 

 

(87

)

Corporate debt securities

 

 

63,287

 

 

 

(432

)

Yankee bonds

 

 

4,768

 

 

 

(27

)

U.S. Treasury securities

 

 

4,984

 

 

 

(3

)

U.S. government agency bonds

 

 

14,321

 

 

 

(43

)

Mortgage- and asset-backed securities

 

 

6,565

 

 

 

(49

)

Total

 

$

185,093

 

 

$

(816

)

The Company has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. The Company does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity. As of December 31, 2022, the Company had not recognized an allowance for credit losses on any marketable securities in an unrealized loss position.

The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of December 31, 2022:

 

 

Amortized Cost

 

 

Fair Value

 

Due within one year

 

$

442,450

 

 

$

441,742

 

Due within one to four years

 

 

9,257

 

 

 

9,193

 

Total

 

$

451,707

 

 

$

450,935

 
v3.22.4
FAIR VALUE OF FINANCIAL INSTRUMENTS
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS
6.
FAIR VALUE OF FINANCIAL INSTRUMENTS

As of December 31, 2022 and 2021, 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, 2022

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

$

204,027

 

 

$

—

 

 

$

—

 

 

$

204,027

 

Commercial paper

 

 

—

 

 

 

4,980

 

 

 

—

 

 

 

4,980

 

Corporate debt securities

 

 

—

 

 

 

3,459

 

 

 

—

 

 

 

3,459

 

Marketable securities, current:

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

—

 

 

 

52,713

 

 

 

—

 

 

 

52,713

 

Commercial paper

 

 

—

 

 

 

71,885

 

 

 

—

 

 

 

71,885

 

Corporate debt securities

 

 

—

 

 

 

62,316

 

 

 

—

 

 

 

62,316

 

Yankee bonds

 

 

—

 

 

 

4,768

 

 

 

—

 

 

 

4,768

 

U.S. Treasury securities

 

 

7,508

 

 

 

—

 

 

 

—

 

 

 

7,508

 

U.S. government agency bonds

 

 

30,086

 

 

 

—

 

 

 

—

 

 

 

30,086

 

Marketable securities, non-current

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

—

 

 

 

1,231

 

 

 

—

 

 

 

1,231

 

Mortgage- and asset-backed securities

 

 

—

 

 

 

7,962

 

 

 

—

 

 

 

7,962

 

Total

 

$

241,621

 

 

$

209,314

 

 

$

—

 

 

$

450,935

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

—

 

 

$

—

 

 

$

1,800

 

 

$

1,800

 

Total

 

$

—

 

 

$

—

 

 

$

1,800

 

 

$

1,800

 

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

Public and Private Warrants:

 

 

 

 

 

 

 

 

 

 

 

 

Public and Private Warrants (Note 12)

 

$

58,227

 

 

$

—

 

 

$

—

 

 

$

58,227

 

Other non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

 

—

 

 

 

—

 

 

 

1,800

 

 

 

1,800

 

Total

 

$

58,227

 

 

$

—

 

 

$

1,800

 

 

$

60,027

 

 

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 were 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 were held by a single holder. ASC 820, Fair Value Measurements, indicates that the fair value should be determined “from the perspective of a market participant that holds the identical item” and “use the quoted price in an active market held by another party, if that price is available.” As the only market for the transfer of the Private Warrants is the public market, and the terms of the Private Warrants become identical to the terms of the Public Warrants upon such a transfer, the Company has determined that the fair value of the Private Warrants at a specific date is also determined by the closing price of the Company’s Public Warrants and 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 12).

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 expected return method and the option pricing method. Under these approaches, the value of the warrants was estimated for various future scenarios and then probability-weighted based on the likelihood of each future scenario. The estimates used in the valuation of the warrants are highly subjective in nature and involve a large degree of uncertainty. The valuation of the warrants is considered to be at Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable.

There were no transfers between fair value measurement levels during the years ended December 31, 2022 and 2021. There were no warrant liabilities measured at fair value using level three for the year ended December 31, 2022. The change in the warrant liabilities measured at fair value using level three unobservable inputs is as follows for the years ended December 31, 2020 and 2021:

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

 

$

—

 
v3.22.4
INVENTORIES
 12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
INVENTORIES
7.
INVENTORIES

Inventories as of December 31, 2022 and 2021 consisted of the following:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Raw materials

 

$

33,376

 

 

$

21,517

 

Work in process

 

 

50,661

 

 

 

24,166

 

Finished goods

 

 

8,242

 

 

 

2,221

 

Total inventories

 

$

92,279

 

 

$

47,904

 
v3.22.4
PREPAIDS AND OTHER CURRENT ASSETS
 12 Months Ended
Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]  
PREPAIDS AND OTHER CURRENT ASSETS
8.
PREPAIDS AND OTHER CURRENT ASSETS

Prepaids and other current assets as of December 31, 2022 and 2021 consisted of the following:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Prepaid expenses and deposits

 

$

43,126

 

 

$

14,787

 

Government grant receivables, net

 

 

1,443

 

 

 

2,563

 

Other current assets

 

 

7,632

 

 

 

2,104

 

Total prepaids and other current assets

 

$

52,201

 

 

$

19,454

 
v3.22.4
PROPERTY, PLANT AND EQUIPMENT, NET
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET
9.
PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, as of December 31, 2022 and 2021 consisted of the following:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Buildings and improvements

 

$

36,493

 

 

$

25,075

 

Machinery, equipment, vehicles and office furniture

 

 

54,300

 

 

 

24,848

 

Computer equipment, hardware and software

 

 

7,517

 

 

 

5,617

 

Launch site assets

 

 

12,822

 

 

 

9,611

 

Construction in process

 

 

26,771

 

 

 

22,379

 

Property, plant and equipment—gross

 

 

137,903

 

 

 

87,530

 

Less accumulated depreciation and amortization

 

 

(36,389

)

 

 

(22,191

)

Property, plant and equipment—net

 

$

101,514

 

 

$

65,339

 

Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2022, 2021 and 2020 consisted of the following:

 

 

 

Years Ended December 31,

 

Depreciation expense

 

2022

 

 

2021

 

 

2020

 

Cost of revenues

 

$

12,867

 

 

$

4,608

 

 

$

4,527

 

Research and development

 

 

1,981

 

 

 

585

 

 

 

416

 

Selling, general and administrative

 

 

1,310

 

 

 

2,337

 

 

 

1,591

 

Total depreciation expense

 

$

16,158

 

 

$

7,530

 

 

$

6,534

 
v3.22.4
GOODWILL AND INTANGIBLE ASSETS, NET
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS, NET
10.
GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents the changes in the carrying amount of goodwill for the Space Systems reportable segment for the years ended December 31, 2022 and 2021:

 

Balance at December 31, 2020

 

$

3,133

 

Acquisitions

 

 

40,110

 

Foreign currency translation adjustment

 

 

65

 

Balance at December 31, 2021

 

 

43,308

 

Acquisition

 

 

25,902

 

Measurement period adjustment

 

 

1,810

 

Balance at December 31, 2022

 

$

71,020

 

 

Intangible Assets

The components of intangible assets consisted of the following as of December 31, 2022 and 2021:

 

 

December 31, 2022

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Finite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

Developed Technology

 

$

55,765

 

 

$

(9,809

)

 

$

45,956

 

Capitalized software

 

 

10,502

 

 

 

(5,023

)

 

 

5,479

 

Customer relationships

 

 

16,122

 

 

 

(1,866

)

 

 

14,256

 

Non-compete agreements

 

 

207

 

 

 

(139

)

 

 

68

 

Capitalized intellectual property

 

 

365

 

 

 

(127

)

 

 

238

 

Trademarks and tradenames

 

 

10,104

 

 

 

(947

)

 

 

9,157

 

Backlog

 

 

3,491

 

 

 

(1,866

)

 

 

1,625

 

Patents

 

 

326

 

 

 

(13

)

 

 

313

 

Indefinite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

In-process Technology

 

 

2,600

 

 

 

—

 

 

 

2,600

 

Total

 

$

99,482

 

 

$

(19,790

)

 

$

79,692

 

 

 

 

December 31, 2021

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

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 Technology

 

 

1,800

 

 

 

—

 

 

 

1,800

 

Total

 

$

64,259

 

 

$

(6,772

)

 

$

57,487

 

Amortization expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2022, 2021 and 2020, respectively consisted of the following:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Cost of revenues

 

$

5,144

 

 

$

559

 

 

$

1,289

 

Research and development

 

 

3,449

 

 

 

2,088

 

 

 

6

 

Selling, general and administrative

 

 

4,634

 

 

 

674

 

 

 

927

 

Total amortization expense

 

$

13,227

 

 

$

3,321

 

 

$

2,222

 

 

The following table outlines the estimated future amortization expense related to finite-lived intangible assets held as of December 31, 2022:

 

2023

 

$

12,972

 

2024

 

 

11,336

 

2025

 

 

9,327

 

2026

 

 

9,168

 

2027

 

 

8,200

 

Thereafter

 

 

26,089

 

Total

 

$

77,092

 
v3.22.4
LOAN AND SECURITY AGREEMENT
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
LOAN AND SECURITY AGREEMENT
11.
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 covenants, and events of default. The Company was in compliance with all debt covenants related to its long-term borrowings as of December 31, 2022. As of December 31, 2022, there was $102,949 outstanding under the Hercules Capital Secured Term Loan, of which $2,906 is classified as current in the Company’s consolidated balance sheets, with the remainder classified as long-term borrowing. As of December 31, 2022, the Company had no availability under the Hercules Capital Secured Term Loan.

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 12). The $35,000 could be drawn upon utilizing the Revolving Line and Term Loan Line (the “Revolving Line and Term Loan Line”) subject to certain terms and conditions. On May 13, 2021, the Company borrowed $15,000 as a Term Loan advance under its Loan and Security Agreement. On June 10, 2021, the Company repaid the $15,000 as a Term Loan advance under its Loan and Security Agreement upon funding of the Hercules Capital Secured Term Loan and the Revolving Line was closed.

v3.22.4
PUBLIC AND PRIVATE WARRANTS
 12 Months Ended
Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]  
PUBLIC AND PRIVATE WARRANTS
12.
WARRANTS

Equity Classified Common Stock Warrants

During December 2020, in connection with the Loan and Security Agreement (see Note 11), 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 capital.

The warrants were classified as equity in accordance with ASC 480, Distinguishing Liabilities from Equity, as the agreements provide for the settlement of the instruments in shares of common stock. The warrants were required to be measured at fair value at inception and recorded as a component of equity in the consolidated balance sheets.

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 capital.

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, as the agreements provided for net cash settlement upon a change in control, which is outside the control of the Company. The warrants were required to be remeasured to fair value at each reporting period with any changes in fair value recorded within other (expense) income, net within the condensed consolidated statements of operations and comprehensive loss and the fair value reported as a liability in the condensed consolidated balance sheets. Upon the exercise of the warrants to purchase Legacy Rocket Lab Series C and D Preferred Stock and the exchange of the warrants to purchase Legacy Rocket Lab Series C and D Preferred Stock for warrants to purchase common stock, the carrying values of the warrants were reclassified to equity in the condensed consolidated balance sheet as of December 31, 2021 within additional paid-in capital.

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 were exercisable at $11.50 per share.

Until settlement, Public Warrants could only be exercised for a whole number of shares. No fractional shares would 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 initial public offering.

Warrant Redemption

On December 22, 2021, the Company announced the planned redemption of all of its Public Warrants and Private Warrants. 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.

During the year ended December 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, during the year ended December 31, 2022, 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.

The Public Warrants and Private Warrants were remeasured to fair value as of the exercise or redemption date, resulting in a gain of $13,482 for the year ended December 31, 2022.
v3.22.4
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2022
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 stock options, restricted stock awards, unrestricted stock awards, restricted stock units or any combination of the foregoing any of which may be performance based, as determined by the Company’s Compensation Committee. An aggregate of 59,875,000 shares are reserved for the issuance of awards under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan automatically increases each January 1, beginning on January 1, 2022, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. The Company was authorized to issue up to 80,130,201 shares of common stock as equity awards to participants under the 2021 Plan as of December 31, 2022. There were 67,719,144 shares of common stock available for grant as of December 31, 2022.

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, 2022, 2021 and 2020 consisted of the following:

 

 

Years Ended December 31,

 

Stock-based compensation

 

2022

 

 

2021

 

 

2020

 

Cost of revenues

 

$

17,948

 

 

$

10,996

 

 

$

1,400

 

Research and development

 

 

21,127

 

 

 

9,973

 

 

 

1,183

 

Selling, general and administrative

 

 

16,574

 

 

 

11,588

 

 

 

1,635

 

Total stock-based compensation expense

 

$

55,649

 

 

$

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, 2022, 2021 and 2020:

 

 

Options to Purchase Common Stock

 

 

Weighted- Average Exercise Price per Share

 

 

Weighted- Average Grant Date Fair Value per Share

 

 

Weighted- Average Remaining Contract Life (In Years)

 

 

Aggregate Intrinsic Value

 

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

 

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

 

Exercised

 

 

(3,887,435

)

 

 

1.02

 

 

 

0.51

 

 

 

1.93

 

 

 

10,687

 

Forfeited

 

 

(200,173

)

 

 

1.22

 

 

 

0.71

 

 

 

—

 

 

 

510

 

Outstanding — at December 31, 2022

 

 

13,257,720

 

 

$

1.03

 

 

$

0.53

 

 

 

5.18

 

 

$

36,306

 

Options vested and exercisable — at December 31, 2022

 

 

13,185,026

 

 

$

1.03

 

 

$

0.53

 

 

 

5.18

 

 

$

36,134

 

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 assumptions were used in the Black-Sholes option-pricing model calculation for stock options granted for the years ended December 31, 2022, 2021 and 2020:

 

 

 

2022

 

 

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

 

 

None

 

 

As of December 31, 2022, total estimated unrecognized stock compensation expense related to unvested options granted under the 2013 Plan was $52, which is expected to be recognized over the next year.

Performance-based Restricted Stock Units — During the years ended December 31, 2022, 2021 and 2020, the Company granted 14,455,901, 6,542,426 and 5,954,309 performance-based restricted stock units, respectively, to certain key employees pursuant to the 2013 Plan and 2021 Plan. Performance-based restricted stock units granted in 2021 and 2020 are subject to both a time-based service vesting condition and a performance-based vesting condition, both of which must be satisfied before the restricted stock units will be deemed vested. The time-based service vesting condition is generally satisfied over a period of approximately four years as the employees provide service. The performance-based vesting condition is only satisfied upon a sale event (e.g., (i) liquidation of the Company, (ii) sale of all or substantially all of the assets of the Company, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity) or the Company’s initial public offering. The performance-based vesting condition was deemed to have been satisfied in connection with the Business Combination, and the performance-based restricted stock units granted in 2021 and 2022 are now vesting solely based on time.

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 restricted stock units would be satisfied. Accordingly, the Company recognized $26,987 of stock-based compensation expense related to these awards during the year ended December 31, 2021.

As of December 31, 2022, the total unrecognized compensation expense related to unvested performance-based restricted stock units granted under the 2013 Plan and 2021 Plan was $82,794 and will be recognized upon vesting.

The following summarizes the performance-based restricted stock unit activity of the Plan for the years ended December 31, 2022, 2021 and 2020:

 

 

 

Number of
Units

 

 

Weighted- Average Grant Date Fair Value

 

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

 

Granted

 

 

14,455,901

 

 

 

5.97

 

Released

 

 

(13,264,758

)

 

 

 

Forfeited

 

 

(1,451,848

)

 

 

6.33

 

Outstanding — at December 31, 2022

 

 

16,686,217

 

 

$

5.94

 

Units expected to vest — at December 31, 2022

 

 

16,686,217

 

 

$

5.94

 

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 capital.

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 Company's board of directors. 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 purchase periods. Employees may purchase a limited amount of shares of our stock at a discount of up to 15% of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period.

No shares were issued under the 2021 ESPP during the year ended December 31, 2021. During the year ended December 31, 2022, 1,106,958 shares of common stock were issued under the 2021 ESPP. As of December 31, 2022, 13,383,522 shares remain available for issuance under the 2021 ESPP. Total ESPP stock-based compensation recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 was $3,693 and $338, respectively. As of December 31, 2022, the total unrecognized compensation expense related to the 2021 ESPP was $2,035 and will be recognized over the remaining offering period.
v3.22.4
EMPLOYEE BENEFITS
 12 Months Ended
Dec. 31, 2022
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 $1,520, $441 and $277 during the years ended December 31, 2022, 2021 and 2020, respectively. The Company’s contributions consist of matching contributions, and non-elective contributions on behalf of employees.
v3.22.4
LEASES
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Supplemental Balance Sheet Information Related to Leases
15.
LEASES

The Company has operating and financing leases for properties, vehicles and equipment. The Company’s leases have remaining lease terms of less than one year to nineteen years, some of which include options to extend the lease term for up to ten years, 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 to leases as of December 31, 2022 and 2021 were as follows:

 

 

 

 

 

December 31,

 

Liabilities

 

Presentation

 

2022

 

 

2021

 

Current:

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Other current liabilities

 

$

3,388

 

 

$

2,383

 

Finance lease liabilities

 

Other current liabilities

 

 

336

 

 

 

—

 

Total lease liabilities, current

 

 

 

 

3,724

 

 

 

2,383

 

Non-current:

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Non-current operating lease liabilities

 

 

34,266

 

 

 

28,302

 

Finance lease liabilities

 

Non-current finance lease liabilities

 

 

15,568

 

 

 

—

 

Total lease liabilities, non-current

 

 

 

 

49,834

 

 

 

28,302

 

Total lease liabilities

 

 

 

$

53,558

 

 

$

30,685

 

 

The Company does not separate non-lease components for the purposes of measuring our lease liabilities and assets. The components of lease expense were as follows during the years ended December 31, 2022, 2021 and 2022:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Operating lease costs

 

$

5,107

 

 

$

3,356

 

 

$

2,552

 

Finance lease costs:

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

$

562

 

 

$

—

 

 

$

583

 

Interest on lease liabilities

 

 

900

 

 

 

—

 

 

 

95

 

Total finance lease costs

 

$

1,462

 

 

$

—

 

 

$

678

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

4,558

 

 

$

3,051

 

 

$

2,080

 

Operating cash flows from finance leases

 

 

900

 

 

 

—

 

 

 

95

 

Finance cash flows from finance leases

 

 

271

 

 

 

—

 

 

 

—

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

 

Operating leases

 

$

9,140

 

 

$

3,916

 

 

$

2,410

 

 

The weighted average remaining lease term related to operating leases was 10.0 years and 10.6 years as of December 31, 2022 and 2021, respectively. The weighted average discount rate related to operating leases was 5.4% and 4.8% as of December 31, 2022 and 2021, respectively. The weighted average remaining lease term related to finance leases was 19.1 years as of December 31, 2022. The weighted average discount rate related to finance leases was 6.2% as of December 31, 2022.

The following is a schedule of the future minimum operating and finance lease payments by year as of December 31, 2022:

 

 

 

Operating
Leases

 

 

Finance
Leases

 

2023

 

$

5,328

 

 

$

1,303

 

2024

 

 

5,396

 

 

 

1,278

 

2025

 

 

4,896

 

 

 

1,201

 

2026

 

 

4,904

 

 

 

1,231

 

2027

 

 

4,490

 

 

 

1,262

 

Thereafter

 

 

26,411

 

 

 

22,117

 

Total lease payments

 

 

51,425

 

 

 

28,392

 

Less imputed interest

 

 

(13,771

)

 

 

(12,488

)

Total

 

$

37,654

 

 

$

15,904

 
v3.22.4
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2022
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.

In connection with the SolAero acquisition, the Company assumed a contract with a customer to provide solar panel module at a fixed price. The Company determined that it was probable that the costs to complete the solar panel modules as stipulated by the contract would exceed the fixed firm price of the solar panel modules. As such, the Company recorded a provision for contract loss for this contract, of which $9,446 was recorded to other current liabilities in order to recognize the contract at fair value at acquisition.

The provision for contract losses outstanding as of December 31, 2022, which primarily is related to the solar panel module agreement and the remaining three remaining launches, was $15,808 included in other current liabilities in the Company’s consolidated balance sheets.
v3.22.4
INCOME TAXES
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES
17.
INCOME TAXES

The components of the pretax loss for the years ended December 31, 2022, 2021 and 2020 were as follows:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Domestic

 

$

(186,121

)

 

$

(132,585

)

 

$

(56,439

)

Foreign

 

 

53,175

 

 

 

7,745

 

 

 

1,901

 

Loss before provision for income taxes

 

$

(132,946

)

 

$

(124,840

)

 

$

(54,538

)

 

The provision (benefit) for income taxes for the years ended December 31, 2022, 2021 and 2020 were as follows:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

 

$

—

 

State

 

 

(39

)

 

 

2

 

 

 

—

 

Foreign

 

 

3,802

 

 

 

2,377

 

 

 

1,410

 

Total current provision

 

 

3,763

 

 

 

2,379

 

 

 

1,410

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

(2,073

)

 

 

(5,957

)

 

 

—

 

State

 

 

(173

)

 

 

(339

)

 

 

—

 

Foreign

 

 

1,481

 

 

 

(3,603

)

 

 

(943

)

Total deferred provision

 

 

(765

)

 

 

(9,899

)

 

 

(943

)

Provision (benefit) for income taxes

 

$

2,998

 

 

$

(7,520

)

 

$

467

 

The following is a reconciliation of the U.S. federal statutory federal income tax rate to our effective tax rate (in percentages):

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Federal statutory rate

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

Adjustments for tax effects of:

 

 

 

 

 

 

 

 

 

State taxes, net of federal benefit

 

 

8.3

%

 

 

1.2

%

 

 

0.1

%

Transaction costs

 

 

1.4

%

 

 

(0.2

)%

 

 

(0.4

)%

Permanent differences and other

 

 

(0.3

)%

 

 

(0.6

)%

 

 

(0.8

)%

Uncertain tax positions

 

 

(2.1

)%

 

 

—

%

 

 

—

%

Warrants

 

 

2.1

%

 

 

(1.9

)%

 

 

(0.4

)%

Stock-based compensation

 

 

6.5

%

 

 

1.9

%

 

 

0.4

%

Increase in valuation allowance

 

 

(39.2

)%

 

 

(15.4

)%

 

 

(20.8

)%

(Benefit) provision for income taxes

 

 

(2.3

)%

 

 

6.0

%

 

 

(0.9

)%

The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows :

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred tax assets:

 

 

 

 

 

 

Accrued expenses

 

$

2,031

 

 

$

2,105

 

Inventories

 

 

1,461

 

 

 

409

 

Deferred revenue

 

 

15,361

 

 

 

14,160

 

Lease liability

 

 

14,064

 

 

 

7,244

 

Stock compensation

 

 

5,341

 

 

 

7,950

 

Interest expense

 

 

4,039

 

 

 

1,075

 

Net operating losses

 

 

75,765

 

 

 

41,688

 

Tax credits

 

 

870

 

 

 

898

 

Reserves

 

 

4,285

 

 

 

—

 

Capitalized research

 

 

26,953

 

 

 

—

 

Other

 

 

885

 

 

 

—

 

Total deferred tax assets

 

 

151,055

 

 

 

75,529

 

Valuation allowance

 

 

(125,033

)

 

 

(58,235

)

Total deferred tax assets, net

 

 

26,022

 

 

 

17,294

 

Deferred tax liabilities:

 

 

 

 

 

 

Right of use asset

 

 

(13,313

)

 

 

(6,723

)

Depreciation and amortization

 

 

(7,296

)

 

 

(5,160

)

Other

 

 

(1,609

)

 

 

(18

)

Total deferred tax liabilities

 

 

(22,218

)

 

 

(11,901

)

Net deferred tax assets

 

$

3,804

 

 

$

5,393

 

 

A valuation allowance is recognized against deferred tax assets if it is more-likely-than-not that the deferred tax asset will not be realized. Because of the Company’s recent history of operating losses in the U.S., we have recorded a full valuation allowance against our U.S. deferred tax assets. As of December 31, 2022 and 2021, we recorded valuation allowances of $125,033 and $58,235, respectively. In 2022, the net increase in our valuation allowance primarily resulted from losses from operations and the increase in gross deferred tax assets before valuation allowance as a result of the SolAero Acquisition.

For the years ending December 31, 2022 and 2021, the Company recorded a U.S. federal and state income tax benefit totaling $2,228 and $6,296, respectively, for the decrease in its valuation allowance relating to the acquisition of deferred tax liabilities in business combinations.

The 2017 Tax 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 capitalize their R&E expenditures and software development costs. Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research). Starting in 2022, we recorded a tax adjustment to capitalize and amortize R&E and software development costs. Due to the full valuation allowance against our U.S. deferred tax assets, the impact of this adjustment was immaterial.

The reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2022 and 2021 is as follows:

 

 

2022

 

 

2021

 

Balance at beginning of year

 

$

835

 

 

$

800

 

Increase related to prior year tax positions

 

 

1,121

 

 

 

—

 

Decrease related to prior year tax positions

 

 

(35

)

 

 

—

 

Increase related to current year tax position

 

 

1,639

 

 

 

35

 

Balance at end of year

 

$

3,560

 

 

$

835

 

As of December 31, 2022 and 2021, the Company has unrecognized tax benefits totaling $2,760 and $35, respectively, which, if recognized, would impact the effective tax rate in future periods.

As of December 31, 2022, the Company anticipates that $2,620 of uncertain tax positions will be settled in the next twelve months.

The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. As of December 31, 2022 and 2021, there were no accrued interest and penalties.

Due to 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.

At December 31, 2022 and 2021, the Company had federal NOL carryforwards of $317,164 and $195,305, respectively, which is comprised of definite and indefinite NOLs. The Company had definite federal NOL carryforwards of $57,135 as of December 31, 2022 and 2021, which begin to expire in varying amounts beginning in 2034. Federal NOLs generated after 2017 of $260,049 and $138,170 as of December 31, 2022 and 2021, 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 $160,834 and $19,587 as of December 31, 2022 and 2021, 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.

As of December 31, 2022 and 2021, we have undistributed earnings of our foreign subsidiaries of $24,532 and $20,266, respectively, which we have indefinitely reinvested and for which we have not recognized deferred taxes. The amount of unrecognized deferred taxes associated with these unremitted earnings would not be significant at December 31, 2022 and 2021.

v3.22.4
CAPITALIZATION
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
CAPITALIZATION
18.
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 Preferred Stock together will be referred as “Preferred Stock”.

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
Rate

 

 

Issue
Price

 

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.

v3.22.4
NET LOSS PER SHARE
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
NET LOSS PER SHARE
19.
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 method in calculating its net loss per share for periods when the Company generates net income. Net losses are not allocated to the Preferred Stockholders, as they were not contractually obligated to share in the Company’s losses.

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.

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, 2022, 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, 2022, 2021 and 2020:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders-basic and diluted

 

$

(135,944

)

 

$

(117,320

)

 

$

(55,005

)

Denominator

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding-basic and diluted

 

 

466,214,095

 

 

 

209,895,135

 

 

 

75,414,888

 

Net loss per share attributable to common stockholders-basic and diluted

 

$

(0.29

)

 

$

(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 for the years ended December 31, 2022, 2021 and 2020:

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Stock options and restricted stock units

 

 

29,943,937

 

 

 

34,292,250

 

 

 

22,088,726

 

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

 

Public and Private Warrants

 

 

—

 

 

 

16,264,516

 

 

 

—

 
v3.22.4
SEGMENTS
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
SEGMENTS
20.
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 chief operating decision maker 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, 2022, 2021 and 2020:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

Launch
Services

 

 

Space
Systems

 

 

Launch
Services

 

 

Space
Systems

 

 

Launch
Services

 

 

Space
Systems

 

Revenues

 

$

60,686

 

 

$

150,310

 

 

$

38,971

 

 

$

23,266

 

 

$

33,085

 

 

$

2,075

 

Cost of revenues

 

 

67,640

 

 

 

124,366

 

 

 

53,827

 

 

 

10,303

 

 

 

45,872

 

 

 

1,105

 

Gross profit (loss)

 

$

(6,954

)

 

$

25,944

 

 

$

(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 assets, facilities, and equipment are shared by each reporting segment.
v3.22.4
CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION
 12 Months Ended
Dec. 31, 2022
Risks and Uncertainties [Abstract]  
Concentration Of Credit Risk, Significant Customers And Geographic Information
21.
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, 2022 and 2021, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

 

 

December 31,

 

 

 

2022

 

 

2021

 

U.S. commercial customer A

 

*

 

 

 

18

%

U.S. commercial customer B

 

 

11

%

 

*

 

International customer A

 

 

30

%

 

*

 

Commercial customer G

 

*

 

 

 

23

%

* Accounts receivable was less than 10%

For the years ended December 31, 2022, 2021 and 2020, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

 

 

December 31,

 

 

 

2022

 

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, 2022, 2021 and 2020:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

Amount

 

 

% of Total
Revenues

 

 

Amount

 

 

% of Total
Revenues

 

 

Amount

 

 

% of Total
Revenues

 

United States

 

$

164,593

 

 

 

78

%

 

$

45,750

 

 

 

74

%

 

$

25,881

 

 

 

74

%

Japan

 

 

15,306

 

 

 

7

%

 

 

769

 

 

 

1

%

 

 

6,498

 

 

 

18

%

Germany

 

 

5,260

 

 

 

3

%

 

 

9,770

 

 

 

16

%

 

 

—

 

 

 

—

%

Rest of world

 

 

25,837

 

 

 

12

%

 

 

5,948

 

 

 

9

%

 

 

2,781

 

 

 

8

%

Total

 

$

210,996

 

 

 

100

%

 

$

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, 2022 and 2021:

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

Amount

 

 

% of Long-
Lived Assets

 

 

Amount

 

 

% of Long-
Lived Assets

 

United States

 

$

246,901

 

 

 

81

%

 

$

148,248

 

 

 

76

%

New Zealand

 

 

53,188

 

 

 

18

%

 

 

45,050

 

 

 

23

%

Canada

 

 

2,990

 

 

 

1

%

 

 

1,260

 

 

 

1

%

Total

 

$

303,079

 

 

 

100

%

 

$

194,558

 

 

 

100

%
v3.22.4
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
22.
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 convertible preferred stock financing on May 18, 2020 whereby Rocket Lab sold an aggregate of 5,890,047 shares of its Series E-1 convertible preferred stock for an aggregate purchase price of $20,500. These entities with an affiliated director purchased 1,292,931 shares of Series E-1 convertible preferred stock for $4,499. In connection with the Business Combination, all of the convertible preferred stock was converted into shares of common stock.

As of December 31, 2022 and 2021, there are no amounts due to or from related parties.
v3.22.4
SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2022
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.
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 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.
Operating Cycle

Operating Cycle

For classification of certain current assets and liabilities, we use the duration of the related contract or program as our operating cycle, which is generally longer than one year.
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 $3,356 and $1,116 as of December 31, 2022 and 2021, 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.
Marketable Securities

Marketable Securities

Marketable securities consist of investments in commercial paper, corporate debt securities, bank certificates of deposit, U.S. Treasury bills and notes and asset backed securities. The Company’s investment policy requires the selection of high-quality issuers. The Company's marketable securities are classified as available-for-sale and are carried at fair value. The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets. Interest receivable on marketable securities is presented in prepaids and other current assets on the consolidated balance sheets.

Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss, are determined using the specific identification method for determining the cost of securities sold. Interest and dividend income is recorded when earned and included in interest expense/income, net on the consolidated statements of operations and comprehensive loss. Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in other income (expense), net on the consolidated statements of operations and comprehensive loss.

At each balance sheet date, the Company assesses available-for-sale marketable securities in an unrealized loss position to determine whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the available-for-sale security with a fair value below amortized cost is written down to fair value through current period earnings. The Company also reviews its available-for-sale securities in an unrealized loss position to determine whether the unrealized loss is the result of a change in creditworthiness or other factors. If declines in the value of available for-sale securities are determined to be credit-related, a loss is recorded in earnings in the current period.
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, 2022 and 2021, and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2022, 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.

Prepaids and Other Current Assets

Prepaids and Other Current Assets

Prepaids and other current assets include goods and services tax, prepaid expenses, deposits, 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. Historically, the Company has calculated depreciation on Launch Services related assets using a diminishing value method which approximates a double-declining method over the estimated useful lives of assets and depreciation on Space Systems related assets using the straight-line method over the estimated useful lives of assets. Effective October 1, 2022, the Company implemented a change from diminishing value method to straight-line method for Launch Services related assets because the straight-line method will more accurately reflect the pattern of usage and the expected benefits of such assets. The Company considered the change to be a change in accounting estimate effected by a change in accounting principle, and as such have been accounted for on a prospective basis. The change did not have a material impact on the financial statements. The Company will depreciate over the useful lives as follows:

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 15 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 research and development, customer relationships, backlog, trademarks and tradenames, non-compete agreements, capitalized software and capitalized intellectual property and are amortized over their useful lives ranging from one to twenty years using the straight-line method of amortization. The Company evaluates the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
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 assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be 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, 2022, 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, 2022, 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—Quoted prices in active markets for identical assets or liabilities.
•
Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

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 were carried at fair value and determined according to the fair value hierarchy above (Note 6).
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Certain assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a non-recurring basis upon initial acquisition in a business combination or if they are deemed to be impaired as a result of an impairment review.
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 Consolidated Balance Sheets.
Revenue Recognition

Revenue Recognition

The Company generates revenue from launch services and space systems solutions. 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 solutions 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 when control transfers upon intentional ignition of the launch or where successful delivery milestones are applicable, such as upon delivery of the spacecraft to the specified orbit. In some circumstances, launch service revenue is recognized over-time when it is determined that there is no alternative use for the mission, due to contractual or practical limitations, and when the Company has an enforceable right to payment for the services performed to date including a reasonable profit.

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 as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs. Similarly, spacecraft manufacturing is recognized over-time when it is determined that there is no alternative use for the spacecraft, due to contractual or practical limitations, and where the Company has an enforceable right to payment for the services performed to date including a reasonable profit. Contracts to provide components for spacecraft that do not qualify for over-time recognition are recognized at a point-in-time when control is transferred.

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 when the software is made available to the customer. When customers purchase when and if available software maintenance in addition to the space software license, revenues allocated to the maintenance are recognized ratably over the maintenance period.

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.

If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss. A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price. When this occurs, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident.
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, 2022, 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 Assistance

Government Assistance

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 is applying for tax credits related to a research and development tax incentive program with the New Zealand government effective from January 1, 2021. This 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 the Company determines that it is probable that it meets the conditions required for the program and that it will receive a grant. Any corresponding grant receivable will be presented within prepaids and other current assets and other non-current assets on the consolidated balance sheets. The Company recorded an estimated amount of $6,998 and $2,563 during the years ended December 31, 2022 and 2021, respectively, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss.

The Company has various research government assistance awards from the Air Force Research Laboratory in connection with solar technology. The Company recorded $4,433 during the year ended December 31, 2022 in connection with these awards, 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 $3,618 and $393 in proceeds during the years ended December 31, 2022 and 2021, respectively, 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 basis. For awards that contain performance conditions, the fair value of an award is recognized based on the probability of the performance condition being met.

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 option valuation model, which is affected by estimates of the fair value per share of the Company’s common stock, the risk-free interest rate, expected dividend yield, expected term and the expected share price volatility of its common shares over the expected term, which are estimated as follows:

•
Fair value per share of common stock. 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 for purposes of determining the exercise price for stock option grants and the fair value at grant date was estimated based on highly subjective and uncertain information. The exercise price of stock options was set at least equal to the fair value of the Company’s common stock on the date of grant. Following the completion of the Business Combination in August 2021, the Company estimates the fair value of common stock based on the market price of our Common Stock underlying the awards on the grant date.
•
Expected volatility. The Company’s shares have actively traded for a short period of time subsequent to the Business Combination, the volatility is based on the weighted average historical volatilities of a pool of public companies that are comparable to the Company. Expected volatility represents the estimated volatility of the shares over the expected life of the options.
•
Expected term. The Company determines the expected term of the awards using the simplified method due to the Company’s insufficient history of option exercise and forfeiture activity. The simplified method estimates the expected term based on the average of the vesting period and contractual term of the stock option.
•
Risk-free interest rate. The risk-free interest rate for periods within the expected life of the option is derived from the U.S. treasury interest rates in effect at the date of grant.
•
Estimated dividend yield. The Company uses an expected dividend yield of zero since no dividends are expected to be paid.

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 compensation expense could be materially different in the future.
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 approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company makes estimates, assumptions and judgments to determine its provision for income taxes and also for deferred tax assets and liabilities and any valuation allowances recorded against deferred tax assets. Actual future operating results and the underlying amount and type of income could differ materially from the Company’s estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations.
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 basis over the lease term. Finance leases result in the recognition of depreciation expense, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method.

The Company excludes short-term leases (term of 12 months or less) from the balance sheet presentation and accounts for non-lease and lease components in a contract as a single lease component for certain asset classes.
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, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which requires business entities to disclose information about certain government assistance they receive. Such disclosure requirements include the nature of the transactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item and significant terms and conditions of the transactions. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 (year ending December 31, 2022 for the Company). The Company adopted ASU 2021-10 for the year ended December 31, 2022 as discussed above.
v3.22.4
DESCRIPTION OF THE BUSINESS (Tables)
 12 Months Ended
Dec. 31, 2022
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 Consolidated Statement of Cash Flows and the 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

 

 
v3.22.4
SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Schedule of Estimated Useful Lives of Property Plant and Equipment The Company will depreciate over the useful lives as follows:

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 15 years

Leasehold improvements

 

Shorter of remaining lease term or estimated useful life
v3.22.4
REVENUES (Tables)
 12 Months Ended
Dec. 31, 2022
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, 2022, 2021 and 2020:

 

 

 

Year Ended December 31, 2022

 

 

 

Launch

 

 

Space

 

 

 

 

 

 

Services

 

 

Systems

 

 

Total

 

Revenues by recognition model

 

 

 

 

 

 

 

 

 

Point-in-time

 

$

60,200

 

 

$

61,141

 

 

$

121,341

 

Over-time

 

 

485

 

 

 

89,170

 

 

 

89,655

 

Total revenue by recognition model

 

$

60,685

 

 

$

150,311

 

 

$

210,996

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2021

 

 

 

Launch

 

 

Space

 

 

 

 

 

 

Services

 

 

Systems

 

 

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

 

 

 

 

 

 

Services

 

 

Systems

 

 

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, 2022 and 2021:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Contract balances

 

 

 

 

 

 

Accounts receivable, net

 

$

36,572

 

 

$

13,957

 

Contract assets

 

 

9,451

 

 

 

2,490

 

Contract liabilities

 

 

(108,344

)

 

 

(59,749

)

 
Changes in Contract Liabilities

Changes in contract liabilities were as follows:

 

 

 

2022

 

 

2021

 

 

2020

 

Contract liabilities, beginning of year

 

$

59,749

 

 

$

26,132

 

 

$

10,211

 

Contract liabilities assumed at acquisition

 

 

26,014

 

 

 

5,560

 

 

 

—

 

Customer advances received or billed

 

 

96,206

 

 

 

41,614

 

 

 

24,694

 

Recognition of unearned revenue

 

 

(73,625

)

 

 

(13,557

)

 

 

(8,773

)

Contract liabilities, end of year

 

$

108,344

 

 

$

59,749

 

 

$

26,132

 
v3.22.4
BUSINESS COMBINATIONS (Tables)
 12 Months Ended
Dec. 31, 2022
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 intangible assets:

Type

 

Estimated
Life in
Years

 

Fair Value

 

Developed technology

 

7

 

$

9,200

 

In-process technology

 

N/A

 

 

100

 

Customer relationships

 

3

 

 

600

 

Backlog

 

0.7

 

 

50

 

Trademark and tradenames

 

3

 

 

100

 

Non-compete agreement

 

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 compensation

 

2022

 

 

2021

 

 

2020

 

Shares issued in conjunction with the acquisition

 

$

467

 

 

$

1,402

 

 

$

934

 

Earnout share achievement

 

 

543

 

 

 

1,630

 

 

 

—

 

Total stock compensation related to the acquisition

 

$

1,010

 

 

$

3,032

 

 

$

934

 

 
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.

Year Ended December 31,

 

As Reported

 

 

Acquisitions Pro-Forma (Unaudited)

 

 

Consolidated Pro-Forma (Unaudited)

 

2022

 

 

 

 

 

 

 

 

 

Revenues

 

$

210,996

 

 

$

2,454

 

 

$

213,450

 

Net loss

 

 

(135,944

)

 

 

(1,062

)

 

 

(137,006

)

2021

 

 

 

 

 

 

 

 

 

Revenues

 

$

62,237

 

 

$

102,755

 

 

$

164,992

 

Net loss

 

 

(117,320

)

 

 

(7,139

)

 

 

(124,459

)

2020

 

 

 

 

 

 

 

 

 

Revenues

 

$

35,160

 

 

$

91,747

 

 

$

126,907

 

Net loss

 

 

(55,005

)

 

 

(15,085

)

 

 

(70,090

)
Advanced Solutions Inc [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

 

$

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 identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

 


Type

 

Estimated
Life in
Years

 

Fair
Value

 

Developed technology

 

7

 

$

11,400

 

In-process technology

 

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 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)

 

 

(5,218

)

Other current liabilities

 

 

(313

)

Non-current deferred tax liabilities

 

 

(8,219

)

Other assets and liabilities, net

 

 

935

 

Identifiable net assets acquired

 

 

32,259

 

Goodwill

 

 

25,261

 

Total purchase price

 

$

57,520

 

_________________________

(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 identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Type

 

Estimated
Life in
Years

 

Fair
Value

 

Developed technology

 

8

 

$

23,500

 

In-process technology

 

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

 

 
SolAero Holdings, Inc [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

 

$

7,815

 

Accounts receivable

 

 

12,322

 

Inventories

 

 

17,765

 

Prepaids and other current assets

 

 

3,536

 

Property, plant and equipment

 

 

24,689

 

Intangible assets

 

 

33,600

 

Right-of-use assets - operating leases (1)

 

 

1,128

 

Right-of-use assets - finance leases (1)

 

 

16,174

 

Restricted cash

 

 

3,293

 

Trade payables

 

 

(9,795

)

Accrued expenses

 

 

(6,883

)

Contract liabilities (2)

 

 

(26,014

)

Other current liabilities

 

 

(10,145

)

Non-current operating lease liabilities (1)

 

 

(1,128

)

Non-current finance lease liabilities (1)

 

 

(15,874

)

Other assets and liabilities, net

 

 

(204

)

Identifiable net assets acquired

 

 

50,279

 

Goodwill

 

 

25,902

 

Total purchase price

 

$

76,181

 

_________________________

(1) SolAero, as a private company, had not adopted ASC 842 prior to the acquisition. Upon acquisition, SolAero adopted ASC 842 to align accounting policies with the Company.

(2) 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 identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Type

 

Estimated
Life in
Years

 

Fair
Value

 

Developed technology

 

13

 

$

10,700

 

In-process technology

 

N/A

 

 

800

 

Capitalized software

 

3

 

 

5,400

 

Customer relationships

 

12

 

 

9,000

 

Trademark and tradenames

 

12

 

 

4,700

 

Backlog

 

2

 

 

3,000

 

Total identifiable intangible assets acquired

 

 

 

$

33,600

 
v3.22.4
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables)
 12 Months Ended
Dec. 31, 2022
Cash and Cash Equivalents [Abstract]  
Summary of Cash and Cash Equivalents and Marketable Securities

Cash and cash equivalents and marketable securities consisted of the following as of December 31, 2022 and 2021:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents

 

$

242,515

 

 

$

690,959

 

Marketable securities, current

 

 

229,276

 

 

 

—

 

Marketable securities, non-current

 

 

9,193

 

 

 

—

 

Total cash and cash equivalents and marketable securities

 

$

480,984

 

 

$

690,959

 
Schedule of Cash Equivalents and Marketable Securities

As of December 31, 2022, cash equivalents and marketable securities consisted of the following:

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

Cash Equivalents

 

 

Marketable Securities

 

Money market accounts

 

$

204,027

 

 

$

—

 

 

$

—

 

 

$

204,027

 

 

$

204,027

 

 

$

—

 

Certificates of deposit

 

 

52,870

 

 

 

18

 

 

 

(175

)

 

 

52,713

 

 

 

—

 

 

 

52,713

 

Commercial paper

 

 

76,934

 

 

 

18

 

 

 

(87

)

 

 

76,865

 

 

 

4,980

 

 

 

71,885

 

Corporate debt securities

 

 

67,438

 

 

 

—

 

 

 

(432

)

 

 

67,006

 

 

 

3,459

 

 

 

63,547

 

Yankee bonds

 

 

4,795

 

 

 

—

 

 

 

(27

)

 

 

4,768

 

 

 

—

 

 

 

4,768

 

U.S. Treasury securities

 

 

7,511

 

 

 

—

 

 

 

(3

)

 

 

7,508

 

 

 

—

 

 

 

7,508

 

U.S. government agency bonds

 

 

30,124

 

 

 

5

 

 

 

(43

)

 

 

30,086

 

 

 

—

 

 

 

30,086

 

Mortgage- and asset-backed securities

 

 

8,008

 

 

 

3

 

 

 

(49

)

 

 

7,962

 

 

 

—

 

 

 

7,962

 

Total

 

$

451,707

 

 

$

44

 

 

$

(816

)

 

$

450,935

 

 

$

212,466

 

 

$

238,469

 

 
Summary of Cash Equivalents and Marketable Securities with Unrealized Losses

The following table presents the Company's cash equivalents and marketable securities with unrealized losses by investment category as of December 31, 2022:

 

 

Less than 12 Months

 

 

 

Fair Value

 

 

Unrealized Losses

 

Certificates of deposit

 

$

32,623

 

 

$

(175

)

Commercial paper

 

 

58,545

 

 

 

(87

)

Corporate debt securities

 

 

63,287

 

 

 

(432

)

Yankee bonds

 

 

4,768

 

 

 

(27

)

U.S. Treasury securities

 

 

4,984

 

 

 

(3

)

U.S. government agency bonds

 

 

14,321

 

 

 

(43

)

Mortgage- and asset-backed securities

 

 

6,565

 

 

 

(49

)

Total

 

$

185,093

 

 

$

(816

)
Summary of Contractual Maturities of Cash Equivalents and Marketable Securities

The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of December 31, 2022:

 

 

Amortized Cost

 

 

Fair Value

 

Due within one year

 

$

442,450

 

 

$

441,742

 

Due within one to four years

 

 

9,257

 

 

 

9,193

 

Total

 

$

451,707

 

 

$

450,935

 
v3.22.4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2022 and 2021, 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, 2022

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

$

204,027

 

 

$

—

 

 

$

—

 

 

$

204,027

 

Commercial paper

 

 

—

 

 

 

4,980

 

 

 

—

 

 

 

4,980

 

Corporate debt securities

 

 

—

 

 

 

3,459

 

 

 

—

 

 

 

3,459

 

Marketable securities, current:

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

—

 

 

 

52,713

 

 

 

—

 

 

 

52,713

 

Commercial paper

 

 

—

 

 

 

71,885

 

 

 

—

 

 

 

71,885

 

Corporate debt securities

 

 

—

 

 

 

62,316

 

 

 

—

 

 

 

62,316

 

Yankee bonds

 

 

—

 

 

 

4,768

 

 

 

—

 

 

 

4,768

 

U.S. Treasury securities

 

 

7,508

 

 

 

—

 

 

 

—

 

 

 

7,508

 

U.S. government agency bonds

 

 

30,086

 

 

 

—

 

 

 

—

 

 

 

30,086

 

Marketable securities, non-current

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

—

 

 

 

1,231

 

 

 

—

 

 

 

1,231

 

Mortgage- and asset-backed securities

 

 

—

 

 

 

7,962

 

 

 

—

 

 

 

7,962

 

Total

 

$

241,621

 

 

$

209,314

 

 

$

—

 

 

$

450,935

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

—

 

 

$

—

 

 

$

1,800

 

 

$

1,800

 

Total

 

$

—

 

 

$

—

 

 

$

1,800

 

 

$

1,800

 

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

Public and Private Warrants:

 

 

 

 

 

 

 

 

 

 

 

 

Public and Private Warrants (Note 12)

 

$

58,227

 

 

$

—

 

 

$

—

 

 

$

58,227

 

Other non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

 

—

 

 

 

—

 

 

 

1,800

 

 

 

1,800

 

Total

 

$

58,227

 

 

$

—

 

 

$

1,800

 

 

$

60,027

 
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, 2020 and 2021:

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

 

$

—

 
v3.22.4
INVENTORIES (Tables)
 12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventory

Inventories as of December 31, 2022 and 2021 consisted of the following:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Raw materials

 

$

33,376

 

 

$

21,517

 

Work in process

 

 

50,661

 

 

 

24,166

 

Finished goods

 

 

8,242

 

 

 

2,221

 

Total inventories

 

$

92,279

 

 

$

47,904

 
v3.22.4
PREPAIDS AND OTHER CURRENT ASSETS (Tables)
 12 Months Ended
Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]  
Schedule of Prepaids and Other Current Assets

Prepaids and other current assets as of December 31, 2022 and 2021 consisted of the following:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Prepaid expenses and deposits

 

$

43,126

 

 

$

14,787

 

Government grant receivables, net

 

 

1,443

 

 

 

2,563

 

Other current assets

 

 

7,632

 

 

 

2,104

 

Total prepaids and other current assets

 

$

52,201

 

 

$

19,454

 
v3.22.4
PROPERTY, PLANT AND EQUIPMENT, NET (Tables)
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Schedule of Property Plant and Equipment, Net

Property, plant and equipment, net, as of December 31, 2022 and 2021 consisted of the following:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Buildings and improvements

 

$

36,493

 

 

$

25,075

 

Machinery, equipment, vehicles and office furniture

 

 

54,300

 

 

 

24,848

 

Computer equipment, hardware and software

 

 

7,517

 

 

 

5,617

 

Launch site assets

 

 

12,822

 

 

 

9,611

 

Construction in process

 

 

26,771

 

 

 

22,379

 

Property, plant and equipment—gross

 

 

137,903

 

 

 

87,530

 

Less accumulated depreciation and amortization

 

 

(36,389

)

 

 

(22,191

)

Property, plant and equipment—net

 

$

101,514

 

 

$

65,339

 

Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2022, 2021 and 2020 consisted of the following:

 

 

 

Years Ended December 31,

 

Depreciation expense

 

2022

 

 

2021

 

 

2020

 

Cost of revenues

 

$

12,867

 

 

$

4,608

 

 

$

4,527

 

Research and development

 

 

1,981

 

 

 

585

 

 

 

416

 

Selling, general and administrative

 

 

1,310

 

 

 

2,337

 

 

 

1,591

 

Total depreciation expense

 

$

16,158

 

 

$

7,530

 

 

$

6,534

 
v3.22.4
GOODWILL AND INTANGIBLE ASSETS, NET (Tables)
 12 Months Ended
Dec. 31, 2022
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 for the Space Systems reportable segment for the years ended December 31, 2022 and 2021:

 

Balance at December 31, 2020

 

$

3,133

 

Acquisitions

 

 

40,110

 

Foreign currency translation adjustment

 

 

65

 

Balance at December 31, 2021

 

 

43,308

 

Acquisition

 

 

25,902

 

Measurement period adjustment

 

 

1,810

 

Balance at December 31, 2022

 

$

71,020

 

 
Components of Intangible Assets

The components of intangible assets consisted of the following as of December 31, 2022 and 2021:

 

 

December 31, 2022

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Finite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

Developed Technology

 

$

55,765

 

 

$

(9,809

)

 

$

45,956

 

Capitalized software

 

 

10,502

 

 

 

(5,023

)

 

 

5,479

 

Customer relationships

 

 

16,122

 

 

 

(1,866

)

 

 

14,256

 

Non-compete agreements

 

 

207

 

 

 

(139

)

 

 

68

 

Capitalized intellectual property

 

 

365

 

 

 

(127

)

 

 

238

 

Trademarks and tradenames

 

 

10,104

 

 

 

(947

)

 

 

9,157

 

Backlog

 

 

3,491

 

 

 

(1,866

)

 

 

1,625

 

Patents

 

 

326

 

 

 

(13

)

 

 

313

 

Indefinite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

In-process Technology

 

 

2,600

 

 

 

—

 

 

 

2,600

 

Total

 

$

99,482

 

 

$

(19,790

)

 

$

79,692

 

 

 

 

December 31, 2021

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

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 Technology

 

 

1,800

 

 

 

—

 

 

 

1,800

 

Total

 

$

64,259

 

 

$

(6,772

)

 

$

57,487

 
Summary of Amortization expense

Amortization expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2022, 2021 and 2020, respectively consisted of the following:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Cost of revenues

 

$

5,144

 

 

$

559

 

 

$

1,289

 

Research and development

 

 

3,449

 

 

 

2,088

 

 

 

6

 

Selling, general and administrative

 

 

4,634

 

 

 

674

 

 

 

927

 

Total amortization expense

 

$

13,227

 

 

$

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 intangible assets held as of December 31, 2022:

 

2023

 

$

12,972

 

2024

 

 

11,336

 

2025

 

 

9,327

 

2026

 

 

9,168

 

2027

 

 

8,200

 

Thereafter

 

 

26,089

 

Total

 

$

77,092

 
v3.22.4
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2022
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, 2022, 2021 and 2020 consisted of the following:

 

 

Years Ended December 31,

 

Stock-based compensation

 

2022

 

 

2021

 

 

2020

 

Cost of revenues

 

$

17,948

 

 

$

10,996

 

 

$

1,400

 

Research and development

 

 

21,127

 

 

 

9,973

 

 

 

1,183

 

Selling, general and administrative

 

 

16,574

 

 

 

11,588

 

 

 

1,635

 

Total stock-based compensation expense

 

$

55,649

 

 

$

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, 2022, 2021 and 2020:

 

 

Options to Purchase Common Stock

 

 

Weighted- Average Exercise Price per Share

 

 

Weighted- Average Grant Date Fair Value per Share

 

 

Weighted- Average Remaining Contract Life (In Years)

 

 

Aggregate Intrinsic Value

 

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

 

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

 

Exercised

 

 

(3,887,435

)

 

 

1.02

 

 

 

0.51

 

 

 

1.93

 

 

 

10,687

 

Forfeited

 

 

(200,173

)

 

 

1.22

 

 

 

0.71

 

 

 

—

 

 

 

510

 

Outstanding — at December 31, 2022

 

 

13,257,720

 

 

$

1.03

 

 

$

0.53

 

 

 

5.18

 

 

$

36,306

 

Options vested and exercisable — at December 31, 2022

 

 

13,185,026

 

 

$

1.03

 

 

$

0.53

 

 

 

5.18

 

 

$

36,134

 

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 assumptions were used in the Black-Sholes option-pricing model calculation for stock options granted for the years ended December 31, 2022, 2021 and 2020:

 

 

 

2022

 

 

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

 

 

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, 2022, 2021 and 2020:

 

 

 

Number of
Units

 

 

Weighted- Average Grant Date Fair Value

 

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

 

Granted

 

 

14,455,901

 

 

 

5.97

 

Released

 

 

(13,264,758

)

 

 

 

Forfeited

 

 

(1,451,848

)

 

 

6.33

 

Outstanding — at December 31, 2022

 

 

16,686,217

 

 

$

5.94

 

Units expected to vest — at December 31, 2022

 

 

16,686,217

 

 

$

5.94

 

Units expected to vest — at December 31, 2021

 

 

16,946,922

 

 

$

4.49

 

Units expected to vest — at December 31, 2020

 

 

—

 

 

$

—

 
v3.22.4
LEASES (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity [Table Text Block]

Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 were as follows:

 

 

 

 

 

December 31,

 

Liabilities

 

Presentation

 

2022

 

 

2021

 

Current:

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Other current liabilities

 

$

3,388

 

 

$

2,383

 

Finance lease liabilities

 

Other current liabilities

 

 

336

 

 

 

—

 

Total lease liabilities, current

 

 

 

 

3,724

 

 

 

2,383

 

Non-current:

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Non-current operating lease liabilities

 

 

34,266

 

 

 

28,302

 

Finance lease liabilities

 

Non-current finance lease liabilities

 

 

15,568

 

 

 

—

 

Total lease liabilities, non-current

 

 

 

 

49,834

 

 

 

28,302

 

Total lease liabilities

 

 

 

$

53,558

 

 

$

30,685

 
Components of Lease Expense The components of lease expense were as follows during the years ended December 31, 2022, 2021 and 2022:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Operating lease costs

 

$

5,107

 

 

$

3,356

 

 

$

2,552

 

Finance lease costs:

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

$

562

 

 

$

—

 

 

$

583

 

Interest on lease liabilities

 

 

900

 

 

 

—

 

 

 

95

 

Total finance lease costs

 

$

1,462

 

 

$

—

 

 

$

678

 

 
Supplemental Cash Flow Information Related to Leases

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

4,558

 

 

$

3,051

 

 

$

2,080

 

Operating cash flows from finance leases

 

 

900

 

 

 

—

 

 

 

95

 

Finance cash flows from finance leases

 

 

271

 

 

 

—

 

 

 

—

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

 

Operating leases

 

$

9,140

 

 

$

3,916

 

 

$

2,410

 

 
Lessee, Operating Lease, Liability, Maturity [Table Text Block]

The following is a schedule of the future minimum operating and finance lease payments by year as of December 31, 2022:

 

 

 

Operating
Leases

 

 

Finance
Leases

 

2023

 

$

5,328

 

 

$

1,303

 

2024

 

 

5,396

 

 

 

1,278

 

2025

 

 

4,896

 

 

 

1,201

 

2026

 

 

4,904

 

 

 

1,231

 

2027

 

 

4,490

 

 

 

1,262

 

Thereafter

 

 

26,411

 

 

 

22,117

 

Total lease payments

 

 

51,425

 

 

 

28,392

 

Less imputed interest

 

 

(13,771

)

 

 

(12,488

)

Total

 

$

37,654

 

 

$

15,904

 
v3.22.4
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Pretax Loss From Domestic and Foreign Operations

The components of the pretax loss for the years ended December 31, 2022, 2021 and 2020 were as follows:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Domestic

 

$

(186,121

)

 

$

(132,585

)

 

$

(56,439

)

Foreign

 

 

53,175

 

 

 

7,745

 

 

 

1,901

 

Loss before provision for income taxes

 

$

(132,946

)

 

$

(124,840

)

 

$

(54,538

)

 
Schedule of Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes for the years ended December 31, 2022, 2021 and 2020 were as follows:

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

 

$

—

 

State

 

 

(39

)

 

 

2

 

 

 

—

 

Foreign

 

 

3,802

 

 

 

2,377

 

 

 

1,410

 

Total current provision

 

 

3,763

 

 

 

2,379

 

 

 

1,410

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

(2,073

)

 

 

(5,957

)

 

 

—

 

State

 

 

(173

)

 

 

(339

)

 

 

—

 

Foreign

 

 

1,481

 

 

 

(3,603

)

 

 

(943

)

Total deferred provision

 

 

(765

)

 

 

(9,899

)

 

 

(943

)

Provision (benefit) for income taxes

 

$

2,998

 

 

$

(7,520

)

 

$

467

 

The following is a reconciliation of the U.S. federal statutory federal income tax rate to our effective tax rate (in percentages):
Schedule of Differences Between Federal Statutory Income Tax Rate and Provision for Income Taxes

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Federal statutory rate

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

Adjustments for tax effects of:

 

 

 

 

 

 

 

 

 

State taxes, net of federal benefit

 

 

8.3

%

 

 

1.2

%

 

 

0.1

%

Transaction costs

 

 

1.4

%

 

 

(0.2

)%

 

 

(0.4

)%

Permanent differences and other

 

 

(0.3

)%

 

 

(0.6

)%

 

 

(0.8

)%

Uncertain tax positions

 

 

(2.1

)%

 

 

—

%

 

 

—

%

Warrants

 

 

2.1

%

 

 

(1.9

)%

 

 

(0.4

)%

Stock-based compensation

 

 

6.5

%

 

 

1.9

%

 

 

0.4

%

Increase in valuation allowance

 

 

(39.2

)%

 

 

(15.4

)%

 

 

(20.8

)%

(Benefit) provision for income taxes

 

 

(2.3

)%

 

 

6.0

%

 

 

(0.9

)%
Schedule of Deferred Tax Assets and Liabilities

The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows :

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred tax assets:

 

 

 

 

 

 

Accrued expenses

 

$

2,031

 

 

$

2,105

 

Inventories

 

 

1,461

 

 

 

409

 

Deferred revenue

 

 

15,361

 

 

 

14,160

 

Lease liability

 

 

14,064

 

 

 

7,244

 

Stock compensation

 

 

5,341

 

 

 

7,950

 

Interest expense

 

 

4,039

 

 

 

1,075

 

Net operating losses

 

 

75,765

 

 

 

41,688

 

Tax credits

 

 

870

 

 

 

898

 

Reserves

 

 

4,285

 

 

 

—

 

Capitalized research

 

 

26,953

 

 

 

—

 

Other

 

 

885

 

 

 

—

 

Total deferred tax assets

 

 

151,055

 

 

 

75,529

 

Valuation allowance

 

 

(125,033

)

 

 

(58,235

)

Total deferred tax assets, net

 

 

26,022

 

 

 

17,294

 

Deferred tax liabilities:

 

 

 

 

 

 

Right of use asset

 

 

(13,313

)

 

 

(6,723

)

Depreciation and amortization

 

 

(7,296

)

 

 

(5,160

)

Other

 

 

(1,609

)

 

 

(18

)

Total deferred tax liabilities

 

 

(22,218

)

 

 

(11,901

)

Net deferred tax assets

 

$

3,804

 

 

$

5,393

 

 
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, 2022 and 2021 is as follows:

 

 

2022

 

 

2021

 

Balance at beginning of year

 

$

835

 

 

$

800

 

Increase related to prior year tax positions

 

 

1,121

 

 

 

—

 

Decrease related to prior year tax positions

 

 

(35

)

 

 

—

 

Increase related to current year tax position

 

 

1,639

 

 

 

35

 

Balance at end of year

 

$

3,560

 

 

$

835

 
v3.22.4
CAPITALIZATION (Tables)
 12 Months Ended
Dec. 31, 2022
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
Rate

 

 

Issue
Price

 

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

 
v3.22.4
NET LOSS PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2022
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, 2022, 2021 and 2020:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders-basic and diluted

 

$

(135,944

)

 

$

(117,320

)

 

$

(55,005

)

Denominator

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding-basic and diluted

 

 

466,214,095

 

 

 

209,895,135

 

 

 

75,414,888

 

Net loss per share attributable to common stockholders-basic and diluted

 

$

(0.29

)

 

$

(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 for the years ended December 31, 2022, 2021 and 2020:

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Stock options and restricted stock units

 

 

29,943,937

 

 

 

34,292,250

 

 

 

22,088,726

 

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

 

Public and Private Warrants

 

 

—

 

 

 

16,264,516

 

 

 

—

 
v3.22.4
SEGMENTS (Tables)
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Summary of Information by Reportable Segment The following table shows information by reportable segment for the years ended December 31, 2022, 2021 and 2020:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

Launch
Services

 

 

Space
Systems

 

 

Launch
Services

 

 

Space
Systems

 

 

Launch
Services

 

 

Space
Systems

 

Revenues

 

$

60,686

 

 

$

150,310

 

 

$

38,971

 

 

$

23,266

 

 

$

33,085

 

 

$

2,075

 

Cost of revenues

 

 

67,640

 

 

 

124,366

 

 

 

53,827

 

 

 

10,303

 

 

 

45,872

 

 

 

1,105

 

Gross profit (loss)

 

$

(6,954

)

 

$

25,944

 

 

$

(14,856

)

 

$

12,963

 

 

$

(12,787

)

 

$

970

 
v3.22.4
CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2022
Risks and Uncertainties [Abstract]  
Schedule of Total Accounts Receivable Net

As of December 31, 2022 and 2021, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

 

 

December 31,

 

 

 

2022

 

 

2021

 

U.S. commercial customer A

 

*

 

 

 

18

%

U.S. commercial customer B

 

 

11

%

 

*

 

International customer A

 

 

30

%

 

*

 

Commercial customer G

 

*

 

 

 

23

%
Schedules of Total Revenue

For the years ended December 31, 2022, 2021 and 2020, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

 

 

December 31,

 

 

 

2022

 

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, 2022, 2021 and 2020:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

Amount

 

 

% of Total
Revenues

 

 

Amount

 

 

% of Total
Revenues

 

 

Amount

 

 

% of Total
Revenues

 

United States

 

$

164,593

 

 

 

78

%

 

$

45,750

 

 

 

74

%

 

$

25,881

 

 

 

74

%

Japan

 

 

15,306

 

 

 

7

%

 

 

769

 

 

 

1

%

 

 

6,498

 

 

 

18

%

Germany

 

 

5,260

 

 

 

3

%

 

 

9,770

 

 

 

16

%

 

 

—

 

 

 

—

%

Rest of world

 

 

25,837

 

 

 

12

%

 

 

5,948

 

 

 

9

%

 

 

2,781

 

 

 

8

%

Total

 

$

210,996

 

 

 

100

%

 

$

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, 2022 and 2021:

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

Amount

 

 

% of Long-
Lived Assets

 

 

Amount

 

 

% of Long-
Lived Assets

 

United States

 

$

246,901

 

 

 

81

%

 

$

148,248

 

 

 

76

%

New Zealand

 

 

53,188

 

 

 

18

%

 

 

45,050

 

 

 

23

%

Canada

 

 

2,990

 

 

 

1

%

 

 

1,260

 

 

 

1

%

Total

 

$

303,079

 

 

 

100

%

 

$

194,558

 

 

 

100

%
v3.22.4
Description Of The Business - Additional Information (Detail)
$ / shares in Units, $ in Thousands
 12 Months Ended
May 31, 2022
shares
Aug. 25, 2021
USD ($)
$ / shares
shares
Dec. 31, 2022
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Dec. 22, 2021
$ / shares
Dec. 31, 2019
shares
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)     3,887,435 3,708,786 2,771,051    
Fair value per share of common stock | $ / shares     $ 0 $ 0 $ 1.41    
Exercise of stock options | $       $ 3,122 $ 978    
Shares, outstanding   447,919,591          
Common stock, share issued     475,356,517 450,180,479      
Number of securities called by each warrant or right     0        
Exercise price of warrants or rights | $ / shares           $ 11.50  
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   $ 20.00          
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          
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         283,843,764   30,680,373
Common Class A [Member]              
Description Of The Business [Line Items]              
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   $ 10.00          
Issuance of common stock under equity plans, (in Shares)   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   $ 10.00          
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]              
Description Of The Business [Line Items]              
Number of shares issued under share-based payment arrangement 1,915,356            
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          
Number of shares issued under share-based payment arrangement   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          
v3.22.4
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, 2022
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 $ 0 (48,149) $ 0
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  
v3.22.4
Significant Accounting Policies - Additional Information (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Segments
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Summary Of Significant Accounting Policies Details [Line Items]      
Restricted cash $ 3,356 $ 1,116  
Impairment of long-lived assets 0 0 $ 0
Impairment of goodwill $ 0 0 0
Grant proceeds     3,695
Percentage Of tax incentive reimburse 15.00%    
Research and development, net $ 65,168 $ 41,765 $ 19,142
Dividend rate 0.00% 0.00% 0.00%
Proceeds from research and development $ 3,618 $ 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 $ 6,998 $ 2,563  
Government Assistance Awards $ 4,433    
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    
v3.22.4
Significant Accounting Policies - Summary of Useful Lives of Property and Equipment (Detail)
 12 Months Ended
Dec. 31, 2022
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 15 years
v3.22.4
Revenues - Reconciliation of Disaggregation of Revenue (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation Of Revenue [Line Items]      
Revenues $ 210,996 $ 62,237 $ 35,160
Launch Services      
Disaggregation Of Revenue [Line Items]      
Revenues 60,685 38,971 33,085
Space Systems      
Disaggregation Of Revenue [Line Items]      
Revenues 150,311 23,266 2,075
Point-in-time      
Disaggregation Of Revenue [Line Items]      
Revenues 121,341 49,154 33,903
Point-in-time | Launch Services      
Disaggregation Of Revenue [Line Items]      
Revenues 60,200 36,576 31,993
Point-in-time | Space Systems      
Disaggregation Of Revenue [Line Items]      
Revenues 61,141 12,578 1,910
Over time      
Disaggregation Of Revenue [Line Items]      
Revenues 89,655 13,083 1,257
Over time | Launch Services      
Disaggregation Of Revenue [Line Items]      
Revenues 485 2,395 1,092
Over time | Space Systems      
Disaggregation Of Revenue [Line Items]      
Revenues $ 89,170 $ 10,688 $ 165
v3.22.4
Revenues - Balances Related to Enforceable Contracts (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Contract balances        
Accounts receivable $ 36,572 $ 13,957    
Contract assets 9,451 2,490    
Contract liabilities $ (108,344) $ (59,749) $ (26,132) $ (10,211)
v3.22.4
Revenues - Changes in Contract Liabilities (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Abstract]      
Contract liabilities, beginning of year $ 59,749 $ 26,132 $ 10,211
Contract liabilities assumed at acquisition 26,014 5,560 0
Customer advances received or billed 96,206 41,614 24,694
Recognition of unearned revenue (73,625) (13,557) (8,773)
Contract liabilities, end of year $ 108,344 $ 59,749 $ 26,132
v3.22.4
Revenues - Additional Information (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Disaggregation of Revenue [Abstract]  
Remaining unsatisfied performance obligations $ 503,600
Revenue recognized description approximately 61% is expected to be recognized within 12 months, with the remaining 39% to be recognized beyond 12 months.
v3.22.4
Business Combinations - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 30, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Apr. 04, 2022
Apr. 28, 2020
Business Acquisition [Line Items]            
Goodwill   $ 71,020 $ 43,308 $ 3,133    
Right to repurchase the shares upon termination of employment     30,358      
Cash     310,330      
Stock-based compensation expense   55,649 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        
Right to repurchase the shares upon termination of employment   $ 0        
Common stock shares issued to seller upon closing of acquisition   2,470,814        
Business acquisition contingent earnout period   2 years        
Contingent earnout shares to be issued   1,915,356        
Sinclair Interplanetary [Member] | Minimum | Share-based Payment Arrangement, Tranche One [Member]            
Business Acquisition [Line Items]            
Contingent earnout shares to be issued   0        
Sinclair Interplanetary [Member] | Minimum | Share-based Payment Arrangement, Tranche Two [Member]            
Business Acquisition [Line Items]            
Contingent earnout shares to be issued   0        
Sinclair Interplanetary [Member] | Maximum | Share-based Payment Arrangement, Tranche One [Member]            
Business Acquisition [Line Items]            
Contingent earnout shares to be issued   957,678        
Sinclair Interplanetary [Member] | Maximum | Share-based Payment Arrangement, Tranche Two [Member]            
Business Acquisition [Line Items]            
Contingent earnout shares to be issued   957,678        
Advanced Solutions Inc [Member]            
Business Acquisition [Line Items]            
Cash consideration transferred   $ 29,935        
Goodwill   16,659        
Payments to acquire businesses, gross   12,015        
Contingent consideration   5,500     $ 5,500  
Recognized performance reserve payments   7,579 1,895      
Additional potential earn out payment   5,500        
Planetary Systems Corporation [Member]            
Business Acquisition [Line Items]            
Cash consideration transferred   43,152        
Goodwill   $ 25,261        
Common stock shares issued to seller upon closing of acquisition   1,720,841        
Business acquisition contingent earnout period   2 years        
Shares consideration transferred   729,375        
Holdback Payable   $ 1,000        
Additional potential earn out payment, Common shares   956,023        
Contingent consideration   $ 1,800        
Contingent consideration payable $ 1,800          
Cash $ 42,000          
Stock consideration   11,568        
Stock-based compensation expense   $ 8,577 715      
Planetary Systems Corporation [Member] | PSC Employees [Member]            
Business Acquisition [Line Items]            
Common stock shares issued to seller upon closing of acquisition   991,466        
Planetary Systems Corporation [Member] | Common Stock [Member]            
Business Acquisition [Line Items]            
Common stock shares 1,720,841          
Planetary Systems Corporation [Member] | Performance Based Earnout [Member]            
Business Acquisition [Line Items]            
Common stock shares 956,023          
SolAero Holdings, Inc [Member]            
Business Acquisition [Line Items]            
Cash consideration transferred   $ 76,181        
Goodwill   25,902        
Other Current Liabilities And Goodwill   9,446        
Revenue related to acquisition   81,188 6,617 2,075    
Net loss related to acquisition   12,533 $ 3,877 $ 936    
Acquisition and integration related costs   427        
Payments to acquire businesses, gross   3,600        
Cash   $ 80,000        
v3.22.4
Business Combinations - Estimates Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]      
Prepaid expenses assumed as part of Business Combination $ 0 $ 219 $ 0
Goodwill 71,020 $ 43,308 $ 3,133
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    
Employee benefits payable (1,212)    
Contract liabilities (1) [1] (5,218)    
Other current liabilities (313)    
Non-current deferred tax liabilities (8,219)    
Other assets and liabilities, net 935    
Identifiable net assets acquired 32,259    
Goodwill 25,261    
Total purchase price 57,520    
SolAero Holdings, Inc [Member]      
Business Acquisition [Line Items]      
Cash and cash equivalents 7,815    
Accounts receivable 12,322    
Inventories 17,765    
Prepaid expenses assumed as part of Business Combination 3,536    
Property, plant and equipment 24,689    
Intangible assets, net 33,600    
Right-of-use assets - operating leases [2] 1,128    
Right-of-use assets - finance leases [2] 16,174    
Restricted cash 3,293    
Trade payables (9,795)    
Accrued expenses (6,883)    
Contract liabilities (1) [3] (26,014)    
Non-current operating lease liabilities [2] (1,128)    
Non-current finance lease liabilities [2] (15,874)    
Other current liabilities (10,145)    
Other assets and liabilities, net (204)    
Identifiable net assets acquired 50,279    
Goodwill 25,902    
Total purchase price $ 76,181    
[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.
[2] SolAero, as a private company, had not adopted ASC 842 prior to the acquisition. Upon acquisition, SolAero adopted ASC 842 to align accounting policies with the Company.
[3] 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.
v3.22.4
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, 2022
USD ($)
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] | Trademark and Tradenames [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] | Trademark and Tradenames [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] | Trademark and Tradenames [Member]  
Business Acquisition [Line Items]  
Estimated Life in Years 15 years
Total identifiable intangible assets acquired $ 4,200
SolAero Holdings, Inc [Member]  
Business Acquisition [Line Items]  
Total identifiable intangible assets acquired $ 33,600
SolAero Holdings, Inc [Member] | Developed Technology [Member]  
Business Acquisition [Line Items]  
Estimated Life in Years 13 years
Total identifiable intangible assets acquired $ 10,700
SolAero Holdings, Inc [Member] | In-process Technology [Member]  
Business Acquisition [Line Items]  
Total identifiable intangible assets acquired $ 800
SolAero Holdings, Inc [Member] | Capitalized Software [Member]  
Business Acquisition [Line Items]  
Estimated Life in Years 3 years
Total identifiable intangible assets acquired $ 5,400
SolAero Holdings, Inc [Member] | Customer Relationships [Member]  
Business Acquisition [Line Items]  
Estimated Life in Years 12 years
Total identifiable intangible assets acquired $ 9,000
SolAero Holdings, Inc [Member] | Backlog [Member]  
Business Acquisition [Line Items]  
Estimated Life in Years 2 years
Total identifiable intangible assets acquired $ 3,000
SolAero Holdings, Inc [Member] | Trademark and Tradenames [Member]  
Business Acquisition [Line Items]  
Estimated Life in Years 12 years
Total identifiable intangible assets acquired $ 4,700
v3.22.4
Business Combinations - Summary of consolidated statement of operations includes revenues and net income (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
As Reported [Member]      
Business Acquisition [Line Items]      
Revenues $ 210,996 $ 62,237 $ 35,160
Net loss (135,944) (117,320) (55,005)
Acquisitions Pro-Forma (Unaudited) [Member]      
Business Acquisition [Line Items]      
Revenues 2,454 102,755 91,747
Net loss (1,062) (7,139) (15,085)
Consolidated Pro-Forma (Unaudited) [Member]      
Business Acquisition [Line Items]      
Revenues 213,450 164,992 126,907
Net loss $ (137,006) $ (124,459) $ (70,090)
v3.22.4
Business Combinations - Summary of Stockbased Compensation Expense Recognized in Conjunction with the Sinclair Interplanetary Acquisition (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 25, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]        
Allocated share based compensation $ 9,642 $ 55,649 $ 32,557 $ 4,218
Sinclair Interplanetary [Member]        
Business Acquisition [Line Items]        
Allocated share based compensation   1,010 3,032 934
Stock Issued In Conjunction With The Acquisition | Sinclair Interplanetary [Member]        
Business Acquisition [Line Items]        
Allocated share based compensation   467 1,402 934
Earnout Share Achievement | Sinclair Interplanetary [Member]        
Business Acquisition [Line Items]        
Allocated share based compensation   $ 543 $ 1,630
v3.22.4
Cash and Cash Equivalents and Marketable Securities - Summary of Cash and Cash Equivalents and Marketable Securities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents $ 242,515 $ 690,959
Marketable securities, current 229,276 0
Marketable securities, non-current 9,193 0
Cash and cash equivalents and marketable securities [Member]    
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents 242,515 690,959
Marketable securities, current 229,276 0
Marketable securities, non-current 9,193 0
Total cash and cash equivalents and marketable securities $ 480,984 $ 690,959
v3.22.4
Cash and Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Marketable Securities [Line Items]  
Amortized Cost $ 451,707
Gross Unrealized Gains 44
Gross Unrealized Losses (816)
Fair Value 450,935
Cash Equivalents 212,466
Marketable Securities 238,469
Money market accounts  
Marketable Securities [Line Items]  
Amortized Cost 204,027
Gross Unrealized Gains 0
Gross Unrealized Losses 0
Fair Value 204,027
Cash Equivalents 204,027
Marketable Securities 0
Certificates of deposit  
Marketable Securities [Line Items]  
Amortized Cost 52,870
Gross Unrealized Gains 18
Gross Unrealized Losses (175)
Fair Value 52,713
Cash Equivalents 0
Marketable Securities 52,713
Commercial paper  
Marketable Securities [Line Items]  
Amortized Cost 76,934
Gross Unrealized Gains 18
Gross Unrealized Losses (87)
Fair Value 76,865
Cash Equivalents 4,980
Marketable Securities 71,885
Corporate debt securities  
Marketable Securities [Line Items]  
Amortized Cost 67,438
Gross Unrealized Gains 0
Gross Unrealized Losses (432)
Fair Value 67,006
Cash Equivalents 3,459
Marketable Securities 63,547
Yankee bonds  
Marketable Securities [Line Items]  
Amortized Cost 4,795
Gross Unrealized Gains 0
Gross Unrealized Losses (27)
Fair Value 4,768
Cash Equivalents 0
Marketable Securities 4,768
U.S. Treasury securities  
Marketable Securities [Line Items]  
Amortized Cost 7,511
Gross Unrealized Gains 0
Gross Unrealized Losses (3)
Fair Value 7,508
Cash Equivalents 0
Marketable Securities 7,508
U.S. government agency bonds  
Marketable Securities [Line Items]  
Amortized Cost 30,124
Gross Unrealized Gains 5
Gross Unrealized Losses (43)
Fair Value 30,086
Cash Equivalents 0
Marketable Securities 30,086
Mortgage- and asset-backed securities  
Marketable Securities [Line Items]  
Amortized Cost 8,008
Gross Unrealized Gains 3
Gross Unrealized Losses (49)
Fair Value 7,962
Cash Equivalents 0
Marketable Securities $ 7,962
v3.22.4
Cash and Cash Equivalents and Marketable Securities - Summary of Cash Equivalents and Marketable Securities with Unrealized Losses (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Marketable Securities [Line Items]  
Fair Value $ 185,093
Unrealized Losses (816)
Corporate debt securities  
Marketable Securities [Line Items]  
Fair Value 63,287
Unrealized Losses (432)
Mortgage- and asset-backed securities  
Marketable Securities [Line Items]  
Fair Value 6,565
Unrealized Losses (49)
Yankee bonds  
Marketable Securities [Line Items]  
Fair Value 4,768
Unrealized Losses (27)
Certificates of deposit  
Marketable Securities [Line Items]  
Fair Value 32,623
Unrealized Losses (175)
Commercial paper  
Marketable Securities [Line Items]  
Fair Value 58,545
Unrealized Losses (87)
U.S. Treasury securities  
Marketable Securities [Line Items]  
Fair Value 4,984
Unrealized Losses (3)
U.S. government agency bonds  
Marketable Securities [Line Items]  
Fair Value 14,321
Unrealized Losses $ (43)
v3.22.4
Cash and Cash Equivalents and Marketable Securities - Summary of Contractual Maturities of Marketable Securities (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Marketable Securities [Line Items]  
Amortized Cost $ 451,707
Fair Value 450,935
Due within one year [Member]  
Marketable Securities [Line Items]  
Amortized Cost 442,450
Fair Value 441,742
Due within one to four years [Member]  
Marketable Securities [Line Items]  
Amortized Cost 9,257
Fair Value $ 9,193
v3.22.4
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, 2022
Dec. 31, 2021
Cash equivalents:    
Marketable securities, current $ 229,276 $ 0
Marketable securities, non-current 9,193 0
Fair Value, Recurring [Member]    
Cash equivalents:    
Total 450,935 635,269
Other non-current liabilties:    
Contingent consideration 1,800 1,800
Public and Private Warrants (Note 12)   58,227
Total 1,800 60,027
Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Total 241,621 635,269
Other non-current liabilties:    
Contingent consideration 0 0
Public and Private Warrants (Note 12)   58,227
Total 0 58,227
Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Total 209,314 0
Other non-current liabilties:    
Contingent consideration 0 0
Public and Private Warrants (Note 12)   0
Total 0 0
Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Total 0 0
Other non-current liabilties:    
Contingent consideration 1,800 1,800
Public and Private Warrants (Note 12)   0
Total 1,800 1,800
Yankee Bonds [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 4,768  
Yankee Bonds [Member] | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 0  
Yankee Bonds [Member] | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 4,768  
Yankee Bonds [Member] | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 0  
Corporate Debt Securities [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 3,459  
Marketable securities, current 62,316  
Marketable securities, non-current 1,231  
Corporate Debt Securities [Member] | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 0  
Marketable securities, current 0  
Marketable securities, non-current 0  
Corporate Debt Securities [Member] | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 3,459  
Marketable securities, current 62,316  
Marketable securities, non-current 1,231  
Corporate Debt Securities [Member] | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 0  
Marketable securities, current 0  
Marketable securities, non-current 0  
Mortgage- and asset-backed securities | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, non-current 7,962  
Mortgage- and asset-backed securities | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, non-current 0  
Mortgage- and asset-backed securities | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, non-current 7,962  
Mortgage- and asset-backed securities | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, non-current 0  
Money Market Funds [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 204,027 635,269
Money Market Funds [Member] | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 204,027 635,269
Money Market Funds [Member] | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 0 0
Money Market Funds [Member] | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 0 $ 0
Certificates of Deposit [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 52,713  
Certificates of Deposit [Member] | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 0  
Certificates of Deposit [Member] | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 52,713  
Certificates of Deposit [Member] | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 0  
Commercial Paper [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 4,980  
Marketable securities, current 71,885  
Commercial Paper [Member] | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 0  
Marketable securities, current 0  
Commercial Paper [Member] | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 4,980  
Marketable securities, current 71,885  
Commercial Paper [Member] | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Cash equivalents 0  
Marketable securities, current 0  
US Treasury Securities [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 7,508  
US Treasury Securities [Member] | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 7,508  
US Treasury Securities [Member] | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 0  
US Treasury Securities [Member] | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 0  
U.S. government agency bonds | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 30,086  
U.S. government agency bonds | Level 1 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 30,086  
U.S. government agency bonds | Level 2 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current 0  
U.S. government agency bonds | Level 3 [Member] | Fair Value, Recurring [Member]    
Cash equivalents:    
Marketable securities, current $ 0  
v3.22.4
Fair Value Of Financial Instruments - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 22, 2021
Aug. 25, 2021
Fair Value Measurements [Line Items]        
Transfers between fair value measurement levels $ 0 $ 0    
Exercise price of warrants or rights     $ 11.50  
Warrants and rights outstanding 0 $ 58,227,000   $ 48,149,000
Public Warrants [Member]        
Fair Value Measurements [Line Items]        
Exercise price of warrants or rights   $ 3.58 $ 0.2843 $ 2.96
Warrants and rights outstanding $ 1,592,080      
v3.22.4
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
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]   Fair Value Adjustment of Warrants
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 $ 0 $ 3,899
v3.22.4
Inventories - Schedule of Inventory (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Raw materials $ 33,376 $ 21,517
Work in process 50,661 24,166
Finished goods 8,242 2,221
Total inventories $ 92,279 $ 47,904
v3.22.4
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Prepaid Expense and Other Assets [Abstract]    
Prepaid expenses and deposits $ 43,126 $ 14,787
Government grant receivables, net 1,443 2,563
Other current assets 7,632 2,104
Total prepaids and other current assets $ 52,201 $ 19,454
v3.22.4
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross $ 137,903 $ 87,530
Less accumulated depreciation and amortization (36,389) (22,191)
Property, plant and equipment—net 101,514 65,339
Buildings and Improvements [Member]    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross 36,493 25,075
Machinery, Equipment, Vehicles and Office Furniture [Member]    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross 54,300 24,848
Computer Equipment [Member]    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross 7,517 5,617
Launch Site Assets [Member]    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross 12,822 9,611
Construction In Process [Member]    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross $ 26,771 $ 22,379
v3.22.4
Property, Plant and Equipment, Net - Schedule of Depreciation Expense (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property Plant And Equipment [Line Items]      
Total depreciation expense $ 16,158 $ 7,530 $ 6,534
Cost of revenues [Member]      
Property Plant And Equipment [Line Items]      
Total depreciation expense 12,867 4,608 4,527
Research and Development Expense      
Property Plant And Equipment [Line Items]      
Total depreciation expense 1,981 585 416
Selling, general and administrative      
Property Plant And Equipment [Line Items]      
Total depreciation expense $ 1,310 $ 2,337 $ 1,591
v3.22.4
Goodwill and Intangible Assets, Net - Schedule of Changes in the Carrying Amount of Goodwill (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]    
Begning Balance $ 43,308 $ 3,133
Acquisitions 25,902 40,110
Foreign currency translation adjustment   65
Measurement period adjustment 1,810  
Ending Balance $ 71,020 $ 43,308
v3.22.4
Goodwill and Intangible Assets, Net - Components of Intangible Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 99,482 $ 64,259
Accumulated Amortization (19,790) (6,772)
Net Carrying Amount 79,692 57,487
In-process Technology [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 2,600 1,800
Accumulated Amortization 0 0
Net Carrying Amount 2,600 1,800
Developed Technology [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 55,765 45,066
Accumulated Amortization (9,809) (3,039)
Net Carrying Amount 45,956 42,027
Capitalized Software [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 10,502 3,769
Accumulated Amortization (5,023) (2,893)
Net Carrying Amount 5,479 876
Customer Relationships [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 16,122 7,163
Accumulated Amortization (1,866) (458)
Net Carrying Amount 14,256 6,705
Non-compete agreement [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 207 221
Accumulated Amortization (139) (93)
Net Carrying Amount 68 128
Capitalized Intellectual Property [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 365 374
Accumulated Amortization (127) (80)
Net Carrying Amount 238 294
Trademark and Tradenames [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 10,104 5,411
Accumulated Amortization (947) (120)
Net Carrying Amount 9,157 5,291
Backlog [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 3,491 455
Accumulated Amortization (1,866) (89)
Net Carrying Amount 1,625 $ 366
Patents [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 326  
Accumulated Amortization (13)  
Net Carrying Amount $ 313  
v3.22.4
Goodwill and Intangible Assets, Net - Summary of Amortization Expense (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]      
Amortization of Intangible Assets $ 13,227 $ 3,321 $ 2,222
Cost of revenues [Member]      
Finite Lived Intangible Assets [Line Items]      
Amortization of Intangible Assets 5,144 559 1,289
Research and Development [Member]      
Finite Lived Intangible Assets [Line Items]      
Amortization of Intangible Assets 3,449 2,088 6
Selling, General and Administrative [Member]      
Finite Lived Intangible Assets [Line Items]      
Amortization of Intangible Assets $ 4,634 $ 674 $ 927
v3.22.4
Goodwill and Intangible Assets, Net - Schedule of Estimated Future Amortization Expense Related to Finite Intangible Assets (Detail)
$ in Thousands
Dec. 31, 2022
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2023 $ 12,972
2024 11,336
2025 9,327
2026 9,168
2027 8,200
Thereafter 26,089
Total $ 77,092
v3.22.4
Loan and Security Agreement - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jun. 10, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 22, 2021
Sep. 10, 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   100,043 $ 97,297            
Current installments of long-term borrowings   $ 2,906              
Exercise price of warrants or rights       $ 11.50          
Common Stock [Member]                  
Shares Issued And Outstanding [Line Items]                  
Class of warrant or right number of securities called by warrants or rights         305,981     121,689 463,710
Exercise price of warrants or rights             $ 1.28 $ 1.28 $ 0.09
Term Loan Facility [Member]                  
Shares Issued And Outstanding [Line Items]                  
Loan agreement maturity date Jun. 01, 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   $ 102,949              
Repayment of term loan advance $ 15,000                
Term Loan Advances Aggregate Amount           $ 15,000      
v3.22.4
Public and Private Warrants - Additional Information (Detail) - USD ($)
 12 Months Ended
Jan. 31, 2022
Sep. 10, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 22, 2021
Aug. 25, 2021
Jul. 12, 2021
Dec. 23, 2020
Dec. 31, 2016
Dec. 31, 2015
Class Of Warrant Or Right [Line Items]                      
Warrants and rights outstanding     $ 0 $ 58,227,000     $ 48,149,000        
Warrants exercise price           $ 11.50          
Number of securities called by each warrant or right     0                
Gain on fair value of exercise of warrants     $ (13,482,000) 15,294,000 $ 2,417,000            
Exchange of preferred stock warrants for common stock warrants       $ 2,975,000              
Fair value per share of common stock     $ 0 $ 0 $ 1.41            
Common Stock Warrants [Member]                      
Class Of Warrant Or Right [Line Items]                      
Warrants and rights outstanding     $ 10,969                
Warrants exercise price     $ 11.50                
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                  
Public Warrants [Member]                      
Class Of Warrant Or Right [Line Items]                      
Warrants and rights outstanding     $ 1,592,080                
Warrants exercise price       $ 3.58   $ 0.2843 $ 2.96        
Number of securities called by each warrant or right     2,951,781                
Class of warrant or right, date from which warrants or rights exercisable     Sep. 29, 2021                
Class of warrant or right number of securities called by warrants or rights     10,383,077                
Number of warrants issued     10,969                
Cash proceeds from warrants issued $ 27,000   $ 126,000                
Warrants issued and outstanding 270,470   5,600,000                
Warrant exercise price per share $ 0.10                    
Public Warrants and Private Warrants [Member]                      
Class Of Warrant Or Right [Line Items]                      
Gain on fair value of exercise of warrants     $ 13,482,000                
Legacy Rocket Lab preferred stock warrants [Member]                      
Class Of Warrant Or Right [Line Items]                      
Warrants and rights outstanding               $ 6,514,000     $ 2,975,000
Warrants exercise price                     $ 0.20
Class of warrant or right number of securities called by warrants or rights                     305,981
Exchange of preferred stock warrants for common stock warrants     1,466,000                
Fair value of warrants         $ 2,433,000            
Class of warrant or right, outstanding                     305,981
Legacy Rocket Lab preferred stock warrants [Member] | Series C Preferred Stock [Member]                      
Class Of Warrant Or Right [Line Items]                      
Warrants exercise price                   $ 0.25  
Class of warrant or right number of securities called by warrants or rights                   118,591  
Warrants to purchase vested         86,973            
Legacy Rocket Lab preferred stock warrants [Member] | Series D Preferred Stock [Member]                      
Class Of Warrant Or Right [Line Items]                      
Warrants exercise price                   $ 2.10  
Class of warrant or right number of securities called by warrants or rights                   699,388  
Warrants to purchase vested         512,885            
Common Stock [Member]                      
Class Of Warrant Or Right [Line Items]                      
Warrants exercise price         $ 1.28       $ 1.28 $ 0.09  
Class of warrant or right number of securities called by warrants or rights   305,981             121,689 463,710  
Exchange of preferred stock warrants for common stock warrants         $ 496,000            
Fair value of warrants                   $ 23,000  
Class of warrants and rights issued during the period   303,047                  
Common Stock [Member] | Public Warrants and Private Warrants [Member]                      
Class Of Warrant Or Right [Line Items]                      
Warrants and rights outstanding     $ 10,666,666 $ 5,600,000              
Warrants exercise price     $ 11.50                
v3.22.4
Stock-based Compensation - Additional Information (Detail) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 25, 2021
Aug. 31, 2021
Dec. 31, 2022
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   $ 55,649 $ 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     $ 3,693 $ 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%      
Stock issued under employee stock purchase plans   9,980,000 9,980,000    
Restricted Stock Units (RSUs) [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of Units, Granted     14,455,901 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     67,719,144    
Shares authorized to issue under equity award plan     80,130,201    
Unrecognized stock compensation expense     $ 2,035    
Common stock for issuance for awards     1,106,958 0  
Stock issued under employee stock purchase plans     1,106,958 0  
2013 Plan [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Unrecognized stock compensation expense     $ 52    
2013 Plan And 2021 Plan [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Unrecognized compensation expense     $ 82,794    
2021 Employee Stock Purchase Plan [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Sale of aggregate, shares     13,383,522    
v3.22.4
Stock-based Compensation - Schedule of Stock-based Compensation Recorded in Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 25, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total stock-based compensation expense $ 9,642 $ 55,649 $ 32,557 $ 4,218
Cost of revenues [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total stock-based compensation expense   17,948 10,996 1,400
Research and Development Expense        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total stock-based compensation expense   21,127 9,973 1,183
Selling, general and administrative        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total stock-based compensation expense   $ 16,574 $ 11,588 $ 1,635
v3.22.4
Stock-based Compensation - Summary of Stock Option Activity (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-Based Payment Arrangement [Abstract]        
Options to Purchase Common Stock, Outstanding, beginning 17,345,328 22,088,726 27,263,775  
Options to Purchase Common Stock, Granted     90,597  
Options to Purchase Common Stock, Exercised (3,887,435) (3,708,786) (2,771,051)  
Options to Purchase Common Stock, Forfeited (200,173) (857,579) (1,508,243)  
Options to Purchase Common Stock, Expired   (177,033) (986,352)  
Options to Purchase Common Stock, Outstanding, ending 13,257,720 17,345,328 22,088,726 27,263,775
Options to Purchase Common Stock, Options vested and exercisable 13,185,026 15,112,440 14,739,214  
Weighted- Average Exercise Price per Share, Outstanding, beginning $ 1.03 $ 1.03 $ 0.97  
Weighted- Average Exercise Price per Share, Granted     1.41  
Weighted- Average Exercise Price per Share, Exercised 1.02 1.00 0.36  
Weighted- Average Exercise Price per Share, Forfeited 1.22 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 1.03 $ 0.97
Weighted- Average Exercise Price per Share, Options vested and exercisable 1.03 1.01 0.97  
Weighted- Average Grant Date Fair Value per Share, Outstanding, beginning 0.54 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 0.51    
Weighted- Average Grant Date Fair Value per Share, Forfeited 0.71 0.60    
Weighted- Average Grant Date Fair Value per Share, Expired   0.31    
Weighted- Average Grant Date Fair Value per Share, Outstanding, ending 0.53 0.54 0.53 $ 0.50
Weighted- Average Grant Date Fair Value per Share, Options vested and exercisable $ 0.53 $ 0.52 $ 0.49  
Weighted- Average Remaining Contract Life (In Years), Outstanding 5 years 2 months 4 days 6 years 10 days 7 years 1 month 13 days 7 years 11 months 12 days
Weighted- Average Remaining Contract Life (In Years), Exercised 1 year 11 months 4 days 4 years 3 months 25 days 3 years 2 months 15 days  
Weighted- Average Remaining Contract Life (In Years), Forfeited 0 years 3 days    
Weighted- Average Remaining Contract Life (In Years), Expired   0 years    
Weighted- Average Remaining Contract Life (In Years), Outstanding, Ending balance 5 years 2 months 4 days 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 2 months 4 days 5 years 10 months 24 days 6 years 9 months 29 days  
Aggregate Intrinsic Value, Outstanding $ 36,306 $ 195,111 $ 85,853 $ 11,941
Aggregate Intrinsic Value, Exercised 10,687 41,822 2,565  
Aggregate Intrinsic Value, Forfeited 510 9,131    
Aggregate Intrinsic Value, Expired   1,969    
Aggregate Intrinsic Value, Exercised, Ending Balance 36,306 195,111 85,853 $ 11,941
Aggregate Intrinsic Value, Options vested and exercisable $ 36,134 $ 170,320 $ 57,660  
v3.22.4
Stock-based Compensation - Summary of Weighted-Average Assumptions (Detail) - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]      
Fair value per share of common stock $ 0 $ 0 $ 1.41
Expected volatility 0.00% 0.00% 60.00%
Risk-free interest rate 0.00% 0.00% 0.60%
Expected life (years) 0 years 0 years 6 years 3 months
Dividend rate 0.00% 0.00% 0.00%
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of Units, Outstanding, beginning 16,946,922 11,831,055 6,818,453
Number of Units, Granted 14,455,901 6,542,426 5,954,361
Number of Units, Released (13,264,758)    
Number of Units, Forfeited (1,451,848) (1,426,559) (941,759)
Number of Units, Outstanding, ending 16,686,217 16,946,922 11,831,055
Number of Units, Expected to vest 16,686,217 16,946,922 0
Weighted- Average Grant Date Fair Value, Outstanding, begininng $ 4.49 $ 1.33 $ 1.41
Weighted- Average Grant Date Fair Value, Granted 5.97 9.68 1.25
Weighted- Average Grant Date Fair Value, Forfeited 6.33 2.10 1.40
Weighted- Average Grant Date Fair Value, Outstanding, ending 5.94 4.49 1.33
Weighted- Average Grant Date Fair Value, Expected to vest $ 5.94 $ 4.49 $ 0
v3.22.4
Employee Benefits - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Retirement Benefits [Abstract]      
Defined contribution plan, employer discretionary contribution amount $ 1,520 $ 441 $ 277
v3.22.4
Leases - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Lessee Lease Description [Line Items]    
Operating Lease, Weighted Average Remaining Lease Term 10 years 10 years 7 months 6 days
Operating Lease, Weighted Average Discount Rate, Percent 5.40% 4.80%
Finance Lease, Weighted Average Remaining Lease Term 19 years 1 month 6 days  
Finance Lease, Weighted Average Discount Rate, Percent 6.20%  
Maximum    
Lessee Lease Description [Line Items]    
Lessee, operating lease, option to extend ten years  
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  
v3.22.4
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current liabilities:    
Operating lease liabilities $ 3,388 $ 2,383
Finance lease liabilities $ 336 $ 0
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Current Other Liabilities, Current
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Current Other Liabilities, Current
Total Lease Liabilities Current $ 3,724 $ 2,383
Non-current liabilities:    
Non-current lease liabilities $ 34,266 $ 28,302
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Non-current finance lease liabilities Non-current finance lease liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Non-current lease liabilities Non-current lease liabilities
Non-current finance lease liabilities $ 15,568 $ 0
Total Lease Liabilities Non Current 49,834 28,302
Lease Liability, Total $ 53,558 $ 30,685
v3.22.4
Leases - Components of Lease Expense (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease costs $ 5,107 $ 3,356 $ 2,552
Finance lease costs:      
Amortization of right-of-use assets 562   583
Interest on lease liabilities 900   95
Total finance lease costs $ 1,462   $ 678
v3.22.4
Leases - Supplemental Cash Flow Information Related To Leases (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating cash flows from operating leases $ 4,558 $ 3,051 $ 2,080
Operating cash flows from finance leases 900 95
Finance Cash Flows From Finance Leases 271
Right-of-use assets obtained in exchange for lease obligations:      
Right-of-use assets obtained in exchange for new operating lease liabilities $ 9,140 $ 3,916 $ 2,410
v3.22.4
Leases - Schedule of The Future Minimum Operating Lease Payments (Detail)
$ in Thousands
Dec. 31, 2022
USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]  
2023 $ 5,328
2024 5,396
2025 4,896
2026 4,904
2027 4,490
Thereafter 26,411
Total lease payments 51,425
Less imputed interest (13,771)
Total 37,654
Finance Lease, Liability, to be Paid, Rolling Maturity [Abstract]  
2023 1,303
2024 1,278
2025 1,201
2026 1,231
2027 1,262
Thereafter 22,117
Total lease payments 28,392
Less imputed interest (12,488)
Total $ 15,904
v3.22.4
Commitments and Contingencies - Additional Information (Detail)
$ in Thousands
Dec. 31, 2022
USD ($)
Commitments and Contingencies [Line Items]  
Provision for contract loss $ 15,808
Other Current Liabilities [Member]  
Commitments and Contingencies [Line Items]  
Provision for contract loss $ 9,446
v3.22.4
Income Taxes - Schedule of Pretax Loss from Domestic and Foreign Operations (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
US loss before income taxes $ (186,121) $ (132,585) $ (56,439)
Foreign income before income taxes 53,175 7,745 1,901
Loss before provision for income taxes $ (132,946) $ (124,840) $ (54,538)
v3.22.4
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
Federal   $ 0 $ 0
State $ (39) 2 0
Foreign 3,802 2,377 1,410
Total 3,763 2,379 1,410
Deferred:      
Federal (2,073) (5,957) 0
State (173) 339  
Foreign (1,481) (3,603) (943)
Total 765 (9,899) (943)
(Benefit) Provision for income taxes $ 2,998 $ (7,520) $ 467
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Adjustments for tax effects of:      
Uncertain tax positions $ 2,620    
(Benefit) Provision for income taxes $ 2,998 $ (7,520) $ 467
Federal statutory rate 21.00% 21.00% 21.00%
Adjustments for tax effects of:      
State taxes, net of federal benefit 8.30% 1.20% 0.10%
Transaction costs 1.40% (0.20%) (0.40%)
Permanent differences and other (0.30%) (0.60%) (0.80%)
Uncertain tax positions (2.10%)
Warrants 2.10% (1.90%) (0.40%)
Stock-based compensation 6.50% 1.90% 0.40%
Increase in valuation allowance (39.20%) (15.40%) (20.80%)
(Benefit) provision for income taxes (2.30%) 6.00% (0.90%)
v3.22.4
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:    
Accrued expenses $ 2,031 $ 2,105
Inventories 1,461 409
Deferred revenue 15,361 14,160
Lease liability 14,064 7,244
Stock compensation 5,341 7,950
Interest expense 4,039 1,075
Net operating losses 75,765 41,688
Tax credits 870 898
Reserves 4,285
Capitalized research 26,953
Other 885
Total deferred tax assets 151,055 75,529
Valuation allowance (125,033) (58,235)
Total deferred tax assets, net 26,022 17,294
Deferred tax liabilities:    
Right of use asset (13,313) (6,723)
Depreciation and amortization (7,296) (5,160)
Other 1,609 18
Total deferred tax liabilities (22,218) (11,901)
Net deferred tax assets $ 3,804 $ 5,393
v3.22.4
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating Loss Carryforwards [Line Items]      
Deferred tax assets, valuation allowance $ 125,033 $ 58,235  
U.S. federal and state income tax benefit 2,228 6,296  
Unrecognized tax benefits totaling 2,760 35  
Uncertain tax positions 2,620    
Operating loss carryforwards $ 317,164 195,305 $ 57,135
Expiration year 2034    
Undistributed Earnings of Foreign Subsidiaries $ 24,532 20,266  
Indefinite Carryforward      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards, description 80    
Domestic Tax Authority | Indefinite Carryforward      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 260,049 138,170  
State      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 160,834 $ 19,587  
Expiration year 2035    
v3.22.4
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount Of Unrecognized Tax Benefits (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]    
Balance at beginning of year $ 835 $ 800
Increase related to prior year tax positions 1,121
Decrease related to prior year tax positions (35)
Increases related to current year tax position 1,639 35
Balance at end of year $ 3,560 $ 835
v3.22.4
Capitalization - Additional Information (Detail) - $ / shares
Aug. 25, 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
v3.22.4
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
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]      
Net loss attributable to common shareholders-basic and diluted $ (135,944) $ (117,320) $ (55,005)
Weighted average common shares outstanding-basic 466,214,095 209,895,135 75,414,888
Weighted average common shares outstanding-diluted 466,214,095 209,895,135 75,414,888
Net loss per share attributable to common stockholders-basic $ (0.29) $ (0.56) $ (0.73)
Net loss per share attributable to common stockholders-diluted $ (0.29) $ (0.56) $ (0.73)
v3.22.4
Net Loss Per Share - Summary of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Legacy Rocket Lab preferred stock [Member]      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Equity shares 0 0 283,843,764
Stock Options And Restricted Stock Units [Member]      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Equity shares 29,943,937 34,292,250 22,088,726
Legacy Rocket Lab preferred stock warrants [Member]      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Equity shares 0 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 0 585,399
Public and Private Warrants [Member]      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Equity shares 0 16,264,516 0
v3.22.4
Segments - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2022
Segments
Segment Reporting [Abstract]  
Number of operating segments 2
v3.22.4
Segments - Summary of Information by Reportable Segment (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Sales Information [Line Items]      
Cost of revenues $ 192,006 $ 64,130 $ 46,977
Gross profit (loss) 18,990 (1,893) (11,817)
Launch Services [Member]      
Sales Information [Line Items]      
Revenues 60,686 38,971 33,085
Cost of revenues 67,640 53,827 45,872
Gross profit (loss) (6,954) (14,856) (12,787)
Space Systems [Member]      
Sales Information [Line Items]      
Revenues 150,310 23,266 2,075
Cost of revenues 124,366 10,303 1,105
Gross profit (loss) $ 25,944 $ 12,963 $ 970
v3.22.4
Concentration of Credit Risk, Significant Customers and Geographic Information - Schedule of Total Accounts Receivable Net (Detail)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
U S Commercial Customer A [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   18.00%
U S Commercial Customer B [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage 11.00%  
International Customer A [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage 30.00%  
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%
v3.22.4
Concentration of Credit Risk, Significant Customers and Geographic Information - Additional Informatiion (Detail)
 12 Months Ended
Dec. 31, 2022
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% 10.00% 10.00%
Concentration Risk, Percentage Revenue was less than 10%    
v3.22.4
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] | 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%  
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Concentration Risk [Line Items]      
Revenue $ 210,996 $ 62,237 $ 35,160
Percentage of total revenue 100.00% 100.00% 100.00%
United States [Member]      
Concentration Risk [Line Items]      
Revenue $ 164,593 $ 45,750 $ 25,881
Percentage of total revenue 78.00% 74.00% 74.00%
Japan [Member]      
Concentration Risk [Line Items]      
Revenue $ 15,306 $ 769 $ 6,498
Percentage of total revenue 7.00% 1.00% 18.00%
Germany [Member]      
Concentration Risk [Line Items]      
Revenue $ 5,260 $ 9,770 $ 0
Percentage of total revenue 3.00% 16.00% 0.00%
Rest of World [Member]      
Concentration Risk [Line Items]      
Revenue $ 25,837 $ 5,948 $ 2,781
Percentage of total revenue 12.00% 9.00% 8.00%
v3.22.4
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, 2022
Dec. 31, 2021
Concentration Risk [Line Items]    
Long-Lived Assets $ 303,079 $ 194,558
Concentration risk percentage 100.00% 100.00%
United States [Member]    
Concentration Risk [Line Items]    
Long-Lived Assets $ 246,901 $ 148,248
Concentration risk percentage 81.00% 76.00%
New Zealand [Member]    
Concentration Risk [Line Items]    
Long-Lived Assets $ 53,188 $ 45,050
Concentration risk percentage 18.00% 23.00%
Canada [Member]    
Concentration Risk [Line Items]    
Long-Lived Assets $ 2,990 $ 1,260
Concentration risk percentage 1.00% 1.00%
v3.22.4
Related Party Transactions - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
May 18, 2020
Sep. 14, 2018
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2020
Related Party Transactions Details [Line Items]          
Stock repurchased during period, value     $ 30,358    
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      
Issue Price         $ 3.48
Issuance of redeemable preferred stock   $ 137,739      
Series E preferred stock | Affiliated Entity [Member]          
Related Party Transactions Details [Line Items]          
Issuance of redeemable preferred stock   $ 10,539      
Issuance of redeemable preferred stock, (in Share)   3,028,345      
Series E 1 preferred stock          
Related Party Transactions Details [Line Items]          
Issuance of redeemable preferred stock $ 20,500        
Issuance of redeemable preferred stock, (in Share) 5,890,047        
Series E 1 preferred stock | Affiliated Entity [Member]          
Related Party Transactions Details [Line Items]          
Issuance of redeemable preferred stock $ 4,499        
Issuance of redeemable preferred stock, (in Share) 1,292,931        
Equity Interest Member          
Related Party Transactions Details [Line Items]          
Beneficial ownership percentage       5.00%