Filed pursuant to Rule 424(b)(3)
Registration No. 333-266074
PROSPECTUS SUPPLEMENT
(to Prospectus dated July 15, 2022)
Terran Orbital Corporation
Up to 27,714,791 Shares of Common Stock
This prospectus supplement supplements the prospectus dated July 15, 2022 (as supplemented, the Prospectus), which forms a part of our registration statement on Form S-1 (No. 333-266074). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information on Terran Orbital Corporations unaudited fourth quarter and full-year 2022 results, which is set forth below.
The Prospectus and this prospectus supplement relate to the offer and sale of up to 27,714,791 shares of our common stock, par value $0.0001 per share, by B. Riley Principal Capital II, LLC, who is the selling stockholder named in the Prospectus (B. Riley Principal Capital II or the Selling Stockholder). The shares of common stock to which the Prospectus and this prospectus supplement relate have been or may be issued by us to B. Riley Principal Capital II pursuant to a common stock purchase agreement, dated as of July 5, 2022, we entered into with B. Riley Principal Capital II (the Purchase Agreement). Such shares of common stock include (i) up to 27,500,000 shares of common stock that we may, in our sole discretion, elect sell to B. Riley Principal Capital II, from time to time after the date of this prospectus, pursuant to the Purchase Agreement and (ii) 214,791 shares of common stock we issued to B. Riley Principal Capital II on July 5, 2022 as consideration for its commitment to purchase shares of our common stock in one or more purchases that we may, in our sole discretion, direct them to make, from time to time after the date of the Prospectus, pursuant to the Purchase Agreement.
Our common stock and public warrants are listed on the New York Stock Exchange (the NYSE) under the symbols LLAP and LLAP WS, respectively. On March 20, 2023, the last reported sales price of our common stock was $1.73 per share and the last reported sales price of our public warrants was $0.26 per warrant.
We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our common stock or warrants involves risks. See the section entitled Risk Factors beginning on page 13 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 21, 2023.
TERRAN ORBITAL CORPORATION
Consolidated Balance Sheets (Unaudited)
(In thousands)
December 31, | ||||||||
2022 | 2021 | |||||||
Assets: |
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Cash and cash equivalents |
$ | 93,561 | $ | 27,325 | ||||
Accounts receivable, net |
4,754 | 3,723 | ||||||
Contract assets, net |
6,763 | 2,757 | ||||||
Inventory |
24,133 | 7,783 | ||||||
Prepaid expenses and other current assets |
9,710 | 57,639 | ||||||
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Total current assets |
138,921 | 99,227 | ||||||
Property, plant, and equipment, net |
24,743 | 35,530 | ||||||
Other assets |
18,990 | 639 | ||||||
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Total assets |
$ | 182,654 | $ | 135,396 | ||||
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Liabilities, mezzanine equity and shareholders deficit: |
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Current portion of long-term debt |
$ | 7,739 | $ | 14 | ||||
Accounts payable |
21,188 | 9,366 | ||||||
Contract liabilities |
27,228 | 17,558 | ||||||
Reserve for anticipated losses on contracts |
2,860 | 886 | ||||||
Accrued expenses and other current liabilities |
11,721 | 76,136 | ||||||
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Total current liabilities |
70,736 | 103,960 | ||||||
Long-term debt |
142,620 | 115,134 | ||||||
Warrant and derivative liabilities |
39,950 | 5,631 | ||||||
Other liabilities |
20,769 | 2,028 | ||||||
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Total liabilities |
274,075 | 226,753 | ||||||
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Mezzanine equity: |
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Redeemable convertible preferred stock |
| 8,000 | ||||||
Shareholders deficit: |
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Preferred stock |
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Common stock |
14 | 8 | ||||||
Additional paid-in capital |
269,574 | 97,737 | ||||||
Accumulated deficit |
(361,168 | ) | (197,066 | ) | ||||
Accumulated other comprehensive income (loss) |
159 | (36 | ) | |||||
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Total shareholders deficit |
(91,421 | ) | (99,357 | ) | ||||
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Total liabilities, mezzanine equity and shareholders deficit |
$ | 182,654 | $ | 135,396 | ||||
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TERRAN ORBITAL CORPORATION
Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(In thousands, except share and per share amounts)
Three Months Ended December 31, |
Years Ended December 31, |
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2022 | 2021 | 2022 | 2021 | |||||||||||||
Revenue |
$ | 31,923 | $ | 10,748 | $ | 94,237 | $ | 40,906 | ||||||||
Cost of sales |
42,710 | 10,007 | 111,494 | 33,912 | ||||||||||||
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Gross (loss) profit |
(10,787 | ) | 741 | (17,257 | ) | 6,994 | ||||||||||
Selling, general, and administrative expenses |
27,587 | 13,123 | 111,870 | 43,703 | ||||||||||||
Loss on impairment |
23,694 | | 23,694 | | ||||||||||||
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Loss from operations |
(62,068 | ) | (12,382 | ) | (152,821 | ) | (36,709 | ) | ||||||||
Interest expense, net |
9,637 | 1,791 | 26,644 | 7,965 | ||||||||||||
Loss on extinguishment of debt |
| 27,922 | 23,141 | 96,024 | ||||||||||||
Change in fair value of warrant and derivative liabilities |
(40,975 | ) | (1,792 | ) | (43,300 | ) | (1,716 | ) | ||||||||
Other expense (income) |
2,147 | (66 | ) | 4,514 | (38 | ) | ||||||||||
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Loss before income taxes |
(32,877 | ) | (40,237 | ) | (163,820 | ) | (138,944 | ) | ||||||||
Provision for income taxes |
102 | 16 | 160 | 38 | ||||||||||||
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Net loss |
(32,979 | ) | (40,253 | ) | (163,980 | ) | (138,982 | ) | ||||||||
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Other comprehensive (loss) income, net of tax: |
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Foreign currency translation adjustments |
(132 | ) | 6 | 195 | 168 | |||||||||||
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Total comprehensive loss |
$ | (33,111 | ) | $ | (40,247 | ) | $ | (163,785 | ) | $ | (138,814 | ) | ||||
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Weighted-average shares outstanding - basic and diluted |
142,930,585 | 78,535,842 | 128,261,443 | 76,713,895 | ||||||||||||
Net loss per share - basic and diluted |
$ | (0.23 | ) | $ | (0.51 | ) | $ | (1.28 | ) | $ | (1.81 | ) |
TERRAN ORBITAL CORPORATION
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Years Ended December 31, | ||||||||
2022 | 2021 | |||||||
Cash flows from operating activities: |
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Net loss |
$ | (163,980 | ) | $ | (138,982 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
4,008 | 3,053 | ||||||
Non-cash interest expense |
14,309 | 7,908 | ||||||
Share-based compensation expense |
51,082 | 678 | ||||||
Provision for losses on receivables and inventory |
3,598 | 877 | ||||||
Loss on impairment |
23,694 | | ||||||
Loss on extinguishment of debt |
23,141 | 96,024 | ||||||
Change in fair value of warrant and derivative liabilities |
(43,300 | ) | (1,716 | ) | ||||
Amortization of operating right-of-use assets |
994 | | ||||||
Other non-cash, net |
1,000 | (567 | ) | |||||
Changes in operating assets and liabilities: |
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Accounts receivable, net |
376 | (1,687 | ) | |||||
Contract assets |
(4,054 | ) | (901 | ) | ||||
Inventory |
(14,564 | ) | (5,393 | ) | ||||
Prepaid expenses and other current assets |
105 | 596 | ||||||
Accounts payable |
12,981 | 2,161 | ||||||
Contract liabilities |
10,012 | (229 | ) | |||||
Reserve for anticipated losses on contracts |
1,975 | (1,322 | ) | |||||
Accrued expenses and other current liabilities |
(2,685 | ) | 4,634 | |||||
Accrued interest |
(1,835 | ) | | |||||
Other, net |
1,339 | (21 | ) | |||||
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Net cash used in operating activities |
(81,804 | ) | (34,887 | ) | ||||
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Cash flows from investing activities: |
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Purchases of property, plant, and equipment |
(22,469 | ) | (16,352 | ) | ||||
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Net cash used in investing activities |
(22,469 | ) | (16,352 | ) | ||||
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Cash flows from financing activities: |
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Proceeds from long-term debt |
77,369 | 58,241 | ||||||
Proceeds from warrants and derivatives |
101,734 | 16,759 | ||||||
Proceeds from Tailwind Two Merger and PIPE Investment |
58,424 | | ||||||
Proceeds from issuance of common stock |
14,791 | | ||||||
Proceeds from issuance of common stock under the Committed Equity Facility |
1,795 | | ||||||
Repayment of long-term debt |
(32,890 | ) | (10 | ) | ||||
Payment of issuance costs |
(49,515 | ) | (8,880 | ) | ||||
Proceeds from exercise of stock options |
356 | 242 | ||||||
Payment of withholding taxes on net share settlements |
(1,515 | ) | | |||||
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Net cash provided by financing activities |
170,549 | 66,352 | ||||||
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Effect of exchange rate fluctuations on cash and cash equivalents |
(40 | ) | (124 | ) | ||||
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Net increase in cash and cash equivalents |
66,236 | 14,989 | ||||||
Cash and cash equivalents at beginning of period |
27,325 | 12,336 | ||||||
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Cash and cash equivalents at end of period |
$ | 93,561 | $ | 27,325 | ||||
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