rklb-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________to

Commission File Number: 001-39560

_________________________________________________________

ROCKET LAB USA, INC.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________


Delaware			98-1550340
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


3881 McGowen Street Long Beach, California			90808
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (714) 465-5737

_________________________________________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

RKLB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 5, 2025, the registrant had 461,432,393 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. The information included in this Quarterly Report on Form 10-Q has been provided by us and our management, and such forward-looking statements include statements relating to the expectations, hopes, beliefs, intentions or strategies regarding the future of Rocket Lab USA, Inc. (the “Company”) and its management team. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “expect,” “intends,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Rocket Lab. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described below and under the heading “Risk Factors.”

•Our ability to effectively manage future growth and achieve operational efficiencies;

•any inability of us to operate our Electron Launch Vehicle (“Electron”) at its anticipated launch rate, including due to any government action related to launch failure and our ability to operate, could adversely impact our business, financial condition and results of operations;

•our inability to develop our Neutron Launch Vehicle (“Neutron”) or significant delays in developing Neutron could adversely impact our business, financial condition and results of operations;

•our inability to utilize our launch pads at our private launch complex in Mahia, New Zealand or at NASA’s Wallops Flight Facility, at Wallops Island, Virginia with sufficient frequency to support our launch cadence and future related revenue growth expectations;

•our spacecraft, space systems or space system components failing to operate as intended could have a material adverse effect on our business, financial condition and results of operations;

•changes in the competitive and highly regulated industries in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and changes in our capital structure;

•changes in governmental policies, priorities, regulations, mandates or funding for programs in which we or our customers participate, which could negatively impact our business;

•changes in trade policies, including tariffs;

•loss of, or default by, one or more of our key customers or inability of customers to fund contractual commitments, which could result in a decline in future revenues, cancellation of contracted launches or space systems orders or termination or default of existing agreements;

•the inability to comply with, and costs associated with complying, any applicable regulations, and specifically, U.S. government contract regulations, which could result in loss of contract opportunities, contract modifications or termination, assessment of penalties and fines, and suspension or debarment from U.S. government contracting or subcontracting;

•success in retaining or recruiting, or changes required in, officers, key employees or directors, and our ability to attract and retain key personnel, including Peter Beck, our President, Chief Executive Officer and Chairman;

•defects in or failure of our products to operate in the expected manner, including any launch failure, which could result in a loss of revenue, impact our business, prospects and profitability, increase our insurance rates and damage our reputation and ability to obtain future customers;

•inability or failure to protect intellectual property;

•disruptions in the supply of key raw materials or components used to produce our products or increases in prices of raw materials;

•the ability to implement our business plans, forecasts and other expectations, including the integration of recently acquired businesses, and to identify and realize additional opportunities;

Table of Contents

•the diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions;

•our inability to effectively integrate or benefit from recently purchased assets or businesses;

•global inflation and interest rates;

•impacts of the wars in Ukraine or Israel or other global conflicts;

•fluctuations in foreign exchange rates;

•the risk of downturns in government and commercial launch services and spacecraft industries;

•our ability to anticipate changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components;

•the inability or failure to comply with contractual requirements or covenants;

•failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

•any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks; and

•other factors detailed under the section of this Quarterly Report on Form 10-Q entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by a global crises and/or any response to such a crisis and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. All forward-looking statements are qualified in their entirety by this cautionary statement.

You should also note that we may announce material business and financial information to our investors using our website (including at https://investors.rocketlabusa.com), filings with the SEC, webcasts, press releases, and conference calls. We use these mediums, as well as our official corporate accounts on social media outlets such as X (formerly Twitter), Facebook, LinkedIn, Instagram, Bluesky and YouTube, to broadcast our launches and other significant events, and to communicate with the public about our company, our products, and other matters. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website and through our other official social media channels. The information contained on, or that can be accessed through, our website or our social media channels is not a part of this Quarterly Report on Form 10-Q.

Unless the context requires otherwise, references in this Quarterly Report to “Rocket Lab,” “Company,” “we,” “us” and “our” refer to Rocket Lab USA, Inc. and our subsidiaries.

Table of Contents

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

FORM 10-Q

March 31, 2025

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	5
Item 1.	Condensed Consolidated Financial Statements	5
	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three Months Ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	34
Item 6.	Exhibits	34
Signatures		35

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

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


	March 31, 2025 (unaudited)		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	303,149	$	271,042
Marketable securities, current	125,247		147,948
Accounts receivable, net	39,413		36,440
Contract assets	60,943		63,108
Inventories	125,588		119,074
Prepaids and other current assets	70,510		55,009
Total current assets	724,850		692,621
Non-current assets:
Property, plant and equipment, net	213,990		194,838
Intangible assets, net	56,181		58,637
Goodwill	71,020		71,020
Right-of-use assets - operating leases	52,137		53,664
Right-of-use assets - finance leases	14,272		14,396
Marketable securities, non-current	83,947		60,686
Restricted cash	5,102		4,260
Deferred income tax assets, net	3,765		3,010
Other non-current assets	29,709		31,210
Total assets	$	1,254,973	$	1,184,342
Liabilities and Stockholders’ Equity
Current liabilities:
Trade payables	$	70,203	$	53,059
Accrued expenses	12,141		19,460
Employee benefits payable	21,959		20,847
Contract liabilities	206,867		216,160
Current installments of long-term borrowings	20,490		12,045
Other current liabilities	16,456		17,954
Total current liabilities	348,116		339,525
Non-current liabilities:
Convertible senior notes, net	345,926		345,392
Long-term borrowings, net, excluding current installments	57,728		44,049
Non-current operating lease liabilities	50,643		51,965
Non-current finance lease liabilities	14,897		14,970
Deferred tax liabilities	1,027		891
Other non-current liabilities	5,342		5,097
Total liabilities	823,679		801,889
COMMITMENTS AND CONTINGENCIES (Note 14)
Stockholders’ equity:
Preferred stock, $0.0001 par value; authorized shares: 100,000,000; issued and outstanding shares: 50,951,250 and 0 at March 31, 2025 and December 31, 2024, respectively	5		—
Common stock, $0.0001 par value; authorized shares: 2,500,000,000; issued shares: 511,492,231 and 504,453,785 at March 31, 2025 and December 31, 2024, respectively; outstanding shares: 460,540,981 and 504,453,785 at March 31, 2025 and December 31, 2024, respectively	46		50
Treasury stock, at cost; shares: 50,951,250 and 0 at March 31, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	1,307,930		1,198,909
Accumulated deficit	(874,317)		(813,701)
Accumulated other comprehensive loss	(2,370)		(2,805)
Total stockholders’ equity	431,294		382,453
Total liabilities and stockholders’ equity	$	1,254,973	$	1,184,342

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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


	Three Months Ended March 31,
	2025		2024
Revenues:
Product revenues	$	80,804	$	54,146
Service revenues	41,765		38,621
Total revenues	122,569		92,767
Cost of revenues:
Cost of product revenues	53,869		40,827
Cost of service revenues	33,453		27,766
Total cost of revenues	87,322		68,593
Gross profit	35,247		24,174
Operating expenses:
Research and development, net	55,109		38,504
Selling, general and administrative	39,326		28,749
Total operating expenses	94,435		67,253
Operating loss	(59,188)		(43,079)
Other income (expense):
Interest expense, net	(2,586)		(898)
(Loss) gain on foreign exchange	(134)		311
Other income (expense), net	479		(589)
Total other expense, net	(2,241)		(1,176)
Loss before income taxes	(61,429)		(44,255)
Benefit (provision) for income taxes	813		(5)
Net loss	$	(60,616)	$	(44,260)
Other comprehensive loss, net of tax:
Foreign currency translation gain (loss)	376		(3,075)
Unrealized gain (loss) on available-for-sale marketable securities	59		(263)
Comprehensive loss	$	(60,181)	$	(47,598)
Net loss per share attributable to Rocket Lab USA, Inc.:
Basic and diluted	$	(0.12)	$	(0.09)
Weighted-average common shares outstanding:
Basic and diluted	505,614,185		489,994,709

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

Preferred Stock

Common Stock

Treasury Stock

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated Other
Comprehensive
Income (Loss)

Amount