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Terran Orbital Reports First Quarter 2022 Financial Results

BOCA RATON, Fla., May 13, 2022 – Terran Orbital Corporation (NYSE: LLAP) (“Terran Orbital” or the “Company”), a leading small satellite manufacturer primarily serving the United States aerospace and defense industry, today announced financial results and operational highlights for its first fiscal quarter ending March 31, 2022.

First Quarter 2022 Highlights

  • Generated $13.1 million of revenues, a 25% increase from first quarter of 2021
  • Signed record $162 million of new contracts during the quarter
  • Record backlog of $222 million as of March 31, 2022, up 200% since December 31, 2021
  • Awarded 42 satellites for US Space Development Agency’s (“SDA”) Tranche 1 Transport Layer
  • Increased manufacturing and office space to over 250,000 sf and headcount to more than 330
  • Built pipeline to 140 opportunities representing over $12 billion in value as of March 31, 2022
  • Completed merger with Tailwind Two Acquisition Corp. (the “Tailwind Two Merger”) and related private equity and debt transactions; began trading on NYSE: LLAP
  • Net loss of $71.4 million or ($0.85) per share
  • Adjusted EBITDA(1) loss of $14.7 million
  • Ended quarter with $76.7 million of cash

Marc Bell, Co-Founder, Chairman & CEO, said, “We had a record quarter of contract wins and grew our backlog to more than $220 million by quarter end. We are focused on delivering satellites and expanding our production capacity to satisfy our growing customer demand. Market demand signals for small satellites have been increasing rapidly in 2022 as evidenced by the growth in defense budgets. We continue to see tremendous demand for our satellite manufacturing business going into 2022 and have built our pipeline to over $12 billion of opportunities.”

Results for the First Quarter of 2022

Total revenue for the first quarter of 2022 was $13.1 million, up 25% compared to $10.5 million in the same period in the prior year. During the quarter we executed on a growing mix of missions for defense, civil, and commercial customers. In the face of supply chain pressures widely reported across the industry, we successfully delivered multiple satellites to customers. We did, however, adjust our estimate-at-completion (“EAC”) on certain firm fixed price contracts. EAC adjustments reduced revenues by approximately $3 million in the first quarter of 2022.

Cost of sales for the quarter was $16.0 million compared to $9.7 million in the same period in the prior year. The increase in cost of sales was primarily due to an increase of $4 million in direct costs incurred in satisfying customer contracts. Cost of sales included $2.1 million of non-recurring share-based compensation expense and approximately $0.7 million of contract loss reserves due to EAC adjustments.

Gross profit was $(2.8) million, compared to $0.8 million in the same period in the prior year. Excluding share-based compensation and depreciation and amortization included in cost of sales, Adjusted Gross Profit(1) was $(0.2) million, compared to $1.2 million in the same period in the prior year. EAC adjustments reduced gross profit and Adjusted Gross Profit by approximately $3.7 million, including approximately $3 million from revenue adjustments and $0.7 million of contract loss reserves.

Selling, general and administrative expenses were $30.2 million in the first quarter of 2022, compared to $6.7 million in the same period in the prior year. The increase was primarily due to $15.1 million of non-recurring share-based compensation expense as a result of the Tailwind Two Merger, increases in corporate salaries and wages and facility costs related to capacity expansions, as well as accounting, legal and other professional fees connected to the company’s efforts to become a public company.

Our net loss for the quarter was $71.4 million compared to a net loss of $77.5 million for the same period in the prior year. In addition to the items discussed above, net loss decreased as a result of a reduction in loss on extinguishment of debt due to the timing and impact from recent financing transactions, partially offset by an increase in change in fair value of warrant and derivative liabilities as a result of the Tailwind Two Merger and higher interest expense as a result of recent financing transactions.

Adjusted EBITDA was $(14.7) million, compared to $(3.6) million in the same period in the prior year. The decrease in Adjusted EBITDA was primarily due to a decrease in gross profit and increases in salaries and wages, facility expenses, and professional fees.

Backlog

The Company views growth in backlog as a key measure of its business growth. Backlog represents the estimated dollar value of executed contracts, including both funded (firm orders for which funding is authorized and appropriated) and unfunded portions of such contracts, for which work has not been performed.

As of March 31, 2022, the Company’s backlog totaled approximately $222 million, a 200% increase since December 31, 2021, driven primarily by the Company’s contract awards during the quarter including an award to build 42 satellites for the SDA Tranche 1 Transport Layer.

Balance Sheet and Liquidity

As of March 31, 2022, Terran Orbital had $76.7 million of cash on hand and approximately $204.5 million in gross debt obligations. The Company’s debt includes $28.1 million in connection with an obligation under one of the PIPE investment subscription agreements, of which $5.6 million is payable in cash with the remaining $22.5 million payable in cash or equity at the Company’s option, subject to certain requirements. 

2022 Outlook

The Company’s near-term focus is on the successful execution of its existing contracts and obligations as well as winning new contracts to continue to expand our backlog. Accordingly, the Company plans to contribute significant resources to continue to expand its manufacturing capacity, vertically integrate, and continue to expand our ever-growing exceptional pool of talent. Capital expenditures for fiscal year 2022 are currently expected to be approximately $15 million to $20 million.

(1) This is a non-GAAP financial measure. Definitions of the non-GAAP financial measures used in this press release and reconciliations of such measures to their nearest GAAP equivalents are included below.

 

Conference Call Information

As previously announced, Terran Orbital’s first quarter 2022 conference call is scheduled for 8:30 a.m. ET today. The live webcast will be accessible on the Terran Orbital Investor Relations website at investors.terranorbital.com. The event can also be accessed by dialing 844-200-6205 within the U.S. and by dialing 929-526-1599 outside of the U.S. The passcode for both is 260413. A replay will be available until June 6, 2022, by accessing the same link as listed above.

About Terran Orbital

Terran Orbital Corporation is a leading manufacturer of small satellites primarily serving the United States aerospace and defense industry. Terran Orbital provides end-to-end satellite solutions by combining satellite design, production, launch planning, mission operations, and in-orbit support to meet the needs of the most demanding military, civil, and commercial customers. Learn more at www.terranorbital.com.

 

CONTACT:
pr@terranorbital.com
949-508-6404

 

Forward-Looking Statements

This press release contains, and the Company’s officers and representatives may from time to time make other public written and verbal announcements that contain, “forward-looking statements” for purposes of the federal securities laws. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements, other than statements of present or historical facts, contained in this press release, regarding our future financial performance as well as statements regarding our business strategy, future operations, future financial position, estimated revenues and losses, projected costs, earnings outlooks, prospects, expectations, plans and objectives of management, including without limitation our 2022 outlook, are forward-looking statements. Forward-looking statements are typically identified by such words as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook, “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “will,” “should,” “would” and “could” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (many 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 the forward-looking statements contained in this press release, including, but not limited to: expectations regarding our strategies and future financial performance, including our future business plans or objectives, anticipated cost, timing and level of deployment of satellites, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, the ability to finance our operations, research and development activities and capital expenditures, reliance on government contracts and a strategic cooperation agreement with a significant customer, retention and expansion of our customer base, product and service offerings, pricing, marketing plans, operating expenses, market trends, revenues, margins, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives; the ability to implement business plans, forecasts, and other expectations, and to identify and realize additional opportunities; anticipated timing, cost and performance of our Earth Observation Solutions’ planned satellite constellation and our ability to successfully finance, deploy and commercialize its business; anticipated timing, cost, financing and development of our satellite manufacturing capabilities, including our proposed new campus of approximately 660,000 square foot satellite manufacturing facility (the “Space Florida Facility”); prospective performance and commercial opportunities and competitors; our ability to finance our operations, research and development activities and capital expenditures; our success in retaining or recruiting, or changes required in, our officers, key employees or directors; our expansion plans and opportunities; our ability to comply with domestic and foreign regulatory regimes and the timing of obtaining regulatory approvals; our ability to finance and invest in growth initiatives; our ability to deal appropriately with conflicts of interest in the ordinary course of our business; the outcome of any legal proceedings that may be instituted against us; the ability to maintain the listing of our common stock and the public warrants on the NYSE and the possibility of limited liquidity and trading of such securities; geopolitical risk and changes in applicable laws or regulations; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; that we have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements; the possibility that the COVID-19 pandemic, or another major disease, disrupts our business; supply chain disruptions, including delays, increased costs and supplier quality control challenges; the ability to attract and retain qualified labor and professionals and our reliance on a highly skilled workforce, including technicians, engineers and other professionals; we do not expect to become profitable in the near future and may never achieve our profitability expectations, plus we expect to generate negative cash flow from operations and investments for the foreseeable future; our leverage and our ability to service cash debt payments and comply with debt maintenance covenants, including meeting minimum liquidity and operating profit covenants; limited access to equity and debt capital markets and other funding sources that will be needed to fund operations and make investments, including investments in our NextGen Earth Observation constellation and the Space Florida Facility; delays and costs associated with developing our NextGen Earth Observation constellation, Space Florida Facility and other initiatives whether due to changes in demand, lack of funding, design changes or other conditions or circumstances; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on our resources; and the other risk factors disclosed in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including our Registration Statement on Form S-1 (File No. 333-264447), which was filed with the SEC on April 22, 2022 and our Form 10-Q for the quarterly period ended March 31, 2022.

These forward-looking statements are based on management’s current expectations, plans, forecasts, assumptions and beliefs concerning future developments and their potential effects. There can be no assurance that the future developments affecting us will be those that we have anticipated and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. New risk factors and uncertainties may emerge from time to time and it is not possible to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should read this press release with the understanding that our actual future results may be materially different from the expectations disclosed in the forward-looking statements we make. All forward-looking statements we make are qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and we do not assume any obligation to update any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as required by law.

 

TERRAN ORBITAL CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

TERRAN ORBITAL CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except share and per share amounts)

 

 

TERRAN ORBITAL CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

TERRAN ORBITAL CORPORATION

Non-GAAP Measures

 

To provide investors with additional information in connection with our results as determined in accordance with GAAP, we disclose non-GAAP financial measures, such as Adjusted Gross Profit and Adjusted EBITDA, that have not been prepared in accordance with GAAP. These non-GAAP measures may be different from non-GAAP measures made by other companies. These measures may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income or other measures of financial performance or liquidity under GAAP.

 

TERRAN ORBITAL CORPORATION

Reconciliations of GAAP to Non-GAAP Measures (Unaudited)

(In thousands)

 

Adjusted Gross Profit

We believe that the presentation of Adjusted Gross Profit is appropriate to provide additional information to investors about our gross profit adjusted for certain non-cash items. Further, we believe Adjusted Gross Profit provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures.

We define Adjusted Gross Profit as gross profit or loss adjusted for (i) share-based compensation expense included in cost of sales and (ii) depreciation and amortization included in cost of sales.

There are material limitations to using Adjusted Gross Profit. Adjusted Gross Profit does not take into account all items which directly affect our gross profit or loss. These limitations are best addressed by considering the economic effects of the excluded items independently and by considering Adjusted Gross Profit in conjunction with gross profit or loss as calculated in accordance with GAAP.

 

 

TERRAN ORBITAL CORPORATION

Reconciliations of GAAP to Non-GAAP Measures (Unaudited)

(In thousands)

 

Adjusted EBITDA

We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about our operating profitability adjusted for certain non-cash items, non-routine items that we do not expect to continue at the same level in the future, as well as other items that are not core to our operations. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures.

We define Adjusted EBITDA as net income or loss adjusted for (i) interest, (ii) taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) loss on extinguishment of debt, (vi) change in fair value of warrant and derivative liabilities, and (vii) other non-recurring and/or non-cash items.

There are material limitations to using Adjusted EBITDA. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest, taxes, and other adjustments which directly affect our net income or loss. These limitations are best addressed by considering the economic effects of the excluded items independently and by considering Adjusted EBITDA in conjunction with net income or loss as calculated in accordance with GAAP.

 

(a) – Represents other expense and other charges and items. Non-recurring legal and accounting fees related to our transition to a public company are included herein.

Privacy Policy

In this Privacy Notice (“Notice”), Terran Orbital Corporation and our subsidiaries and affiliates (“Company, “We”, “Us”), explain how we collect, use, and share personal information in the general course of our business including through our website at TerranOrbital.com and our other corporate websites that link to this Notice (collectively, our “Website”).

If you have any questions regarding this Notice, you may email us at the email address listed in the section below entitled “How to Contact Us.“

TYPES OF PERSONAL INFORMATION WE COLLECT

We generally collect contact information (such as a person’s name, company or employer name, email address, mailing address, and phone number). This contact information is typically work contact information as we offer and provide our goods and services to businesses, not to individuals. We may also request and collect other information such as general information about a company’s potential needs as they relate to the goods and services we provide.

We also collect technical data automatically when you visit our Website such as your IP address, browser type and version, operating system, information about your activity on the Website including the date and time you access the Website and similar web server log information, as well as your indicated preferences in using our Website. Some of this information could be used to identify you or be associated with you.

THE PURPOSE OF OUR COLLECTION AND PROCESSING OF PERSONAL INFORMATION

We use your personal information to operate our business including to directly market our offerings to you. Here are more specific examples of how we use your personal information:

To respond to and process your specific inquiries and requests;

  • To help deliver information about our goods and services to our customers and prospective customers;

  • To explore, negotiate, and perform agreements and transactions with you and businesses with which you are associated;

  • To administer, protect, operate, and maintain the Website and our systems and networks;

  • To identify, evaluate, recruit, and hire candidate employees and independent contractors;

  • To compile aggregated statistics about usage of the Website, to better understand the preferences of Website visitors, and to improve our Website;

  • To help personalize the experience on our Website and tailor it to your device and browsing software;

  • To analyze, develop, and improve our goods and services and to create new ones;

  • To perform accounting, auditing, billing, reconciliation, collection, and similar administrative activities;

  • To prevent, detect, identify, investigate, respond to, and protect against potential or actual claims, liabilities, prohibited behavior, and criminal activity;

  • To comply with and enforce applicable legal requirements, agreements, and policies; and

  • To perform other activities consistent with this Notice.

LEGAL BASES FOR PROCESSING YOUR INFORMATION

If applicable in your jurisdiction, we only process your personal information where we have an applicable legal basis for doing so. Our legal basis will depend on the personal information concerned, the specific context in which we collect it, and the purposes for which it is used. However, we will normally collect and use your personal information only where we have your consent to do so (typically in order to send you marketing communications), where we require the personal information to create or perform a contract with you or a company with which you are associated, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms (for most of our activities not covered by consent or creation or performance of a contract). In some very rare cases, we may also have a legal basis to collect or use your personal information to protect your vital interests or those of another person.

If you have specific questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the information provided in the section below entitled “How to Contact Us.“

HOW WE COLLECT PERSONAL INFORMATION

  • We collect information that you give us.  Typically, this is contact information for you and your company or employer that we collect directly from you, such as when you request information about our offerings via our Website or at a trade show, or provide us your contact information as a billing or vendor contact. In such instances, you generally decide how much information to share with us, but not providing this information may prevent us from fulfilling your request or otherwise performing activities for which the information is collected.

  • We collect information automatically.  By visiting and interacting with our Website, we collect certain technical data by automated means such as your IP address, browser type and version, operating system, information about your activity on the Website, the date and time you access the Website, and your indicated preferences in using our Website. In most cases, this information is collected through our web server logs or is collected through various tracking technologies, which may include “cookies,” and “web beacons”. You can read about how we use cookies and other tracking technologies and about your choices in limiting their use in the section below entitled “Cookies.”

  • Information from other sources:  We may obtain information about you from other sources. For example, your employer may provide us with your contact information as your employer’s billing contact.

SHARING YOUR PERSONAL INFORMATION

We do not sell or rent your personal information, nor do we share it with unaffiliated third parties for their own marketing use. Generally, we share personal information to facilitate the operation of our business including the marketing and promotion of our goods and services, to facilitate changes to or transfers of our business, as required by law, or with your consent.

Here are some examples of how we share personal information:

  • Within our group of affiliated companies (e.g. parent, subsidiaries) consistent with this Notice.

  • With our contracted providers who perform services for us such as cloud infrastructure, data storage, communications, and technical services, marketing and relations management services, investigations and accounting services, customer support, and bill collection services. Such providers are obligated to only use the information as necessary to provide the contracted services to us.

  • If we believe disclosure is necessary and appropriate to prevent physical, financial, or other harm, injury, or loss, including to protect against fraud or credit risk.

  • With legal, governmental, or judicial authorities, as instructed or required by those authorities or applicable laws, or in relation to a legal activity, such as in response to a subpoena or investigating suspected illicit activity. We reserve the right to report to law enforcement agencies activities that we in good faith believe to be illegal.

  • In connection with, or during negotiations of, an acquisition, merger, asset sale, or other similar business transfer that involves substantially all of our assets or functions where personal information is transferred or shared as part of the business assets (provided that such party agrees to use such personal information in a manner that is consistent with this Notice).

COOKIES

Cookies are small files that are stored on your device when you visit a website. We use cookies to do a number of things such as remember your preferences, enable certain features of our Website you may choose to use, and analyze in an aggregated manner visitor activity on our Website. Cookies do not themselves store information that identifies you, but they are often used in a manner that they can be associated with you. There are other similar technical means that serve a similar purpose such as web beacons and our reference to cookies is intended to cover these as well.

Here are the types of cookies you may encounter in using our Website:

Strictly Necessary – these are required by our website to perform certain functions such as allowing you to log in to an account;

Functional – these help to improve your experience by doing things like remembering certain preferences you have set; and

Analytic – these are used to analyze, in an aggregated manner, the way our Website is used so that we can improve the Website and our offerings. We use Google Analytics for this purpose.

Managing Cookies

Most Internet browser settings will allow you to accept, reject, delete and otherwise manage cookies. You can find more information about this at www.allaboutcookies.org. Many browsers also allow you to avoid receiving cookies by browsing using the browser’s anonymous usage setting. Blocking our strictly necessary cookies will prevent certain functions of our website from working properly or at all. In addition to managing Google Analytics by managing its cookies, you can deactivate Google Analytics by using a browser plug-in found here.

California – Do Not Track Disclosure: Our Website does not respond to Do Not Track signals. You may, however, disable certain tracking as discussed above (e.g., by disabling cookies). For more information about Do Not Track signals, please click here.

SECURITY

We maintain reasonable and appropriate security measures to protect your personal information from loss, misuse, and unauthorized access, disclosure, alteration, and destruction.

RIGHTS IN PERSONAL INFORMATION

Depending on the laws of your jurisdiction, you may have the following rights and choices regarding our processing of your personal information:

  • Right to access personal information:  You may have the right to obtain confirmation as to whether we are processing your personal information and if so, to be provided a copy of your personal information that we process.

  • Right to data portability:  In certain instances, you may have the right to receive the personal information we provide pursuant to an access request in a structured, commonly used and machine-readable format and to have us transmit that personal information to another controller.

  • Right to correct personal information:  You may have the right to correct any inaccurate personal information about you that we process.

  • Right to erasure:  In certain instances, such as when the personal information is no longer necessary in relation to the purposes for which they were collected, you may have the right to have your personal information deleted.

  • Right to restrict processing of your data: You may have the right to require that we suspend processing of your personal information (other than storing it) in certain instances, typically pending resolution of a dispute regarding the processing of your information.

  • Right to object to processing: Where we rely on certain legal bases for processing your personal information, you may have the right to object to the processing.

  • Withdrawal of consent: Where we rely on your consent as a legal basis for processing your personal information, you may withdraw that consent at any time.

  • File a complaint: You may have the right to lodge a complaint about our processing of your personal information with a supervisory (enforcement) authority in the European Economic Area.

To inquire about or exercise your rights in your personal information, you may contact us at the information provided in the section below entitled “How to Contact Us.“

RETENTION OF YOUR PERSONAL INFORMATION

We will retain your personal information for the period necessary to fulfill the purposes outlined in this Notice unless a longer retention period is required or permitted by law, for legal, tax or regulatory reasons, or other legitimate and lawful business purposes.

CROSS-BORDER TRANSFERS

We are headquartered in the United States and have corporate affiliates and service providers in and outside the United States. As such, we and our affiliates and service providers may transfer your personal information to, or access it in, jurisdictions that may not provide equivalent levels of data protection as your home jurisdiction. We take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we and our affiliates and service providers process it.

CHILDREN’S INFORMATION

Our goods and services and Website are not intended for or directed to children under the age of 18 and we do not knowingly collect information from children. If you believe we have collected information of a child, you can notify us at the information below.

THIRD-PARTY SITES

This Notice does not apply to, nor are we responsible for, the privacy, information or other practices of any third parties, including any third party operating any site or service to which the Website links. The inclusion of a link on the Website does not imply our endorsement of the linked site or service.

HOW TO CONTACT US

You may contact us about matters pertaining to this Notice at the following:

By Email: privacy101@terranorbital.com

By Mail:

Terran Orbital Corporation
Attn: LEGAL DEPT.
15330 Barranca Parkway
Irvine, CA 92618

AMENDMENTS

We reserve the right to change, modify, add or remove portions of this Notice from time to time and in our sole discretion, but will alert you that changes have been made by indicating on this Notice the date it was last updated. When you visit this Website or provide us your personal information under circumstances covered by this Notice, you are accepting the current version of this Notice as posted on the Website at that time. We recommend that you revisit this Notice on occasion to learn of any changes.

Terms of Use & Disclaimers

Cookie Notice

Cookies are small files that are stored on your device when you visit a website. We use cookies to do a number of things such as remember your preferences, enable certain features of our Website you may choose to use, and analyze in an aggregated manner visitor activity on our Website. Cookies do not themselves store information that identifies you, but they are often used in a manner that they can be associated with you. There are other similar technical means that serve a similar purpose such as web beacons and our reference to cookies is intended to cover these as well.

Here are the types of cookies you may encounter in using our Website:

Strictly Necessary – these are required by our website to perform certain functions such as allowing you to log in to an account;

Functional – these help to improve your experience by doing things like remembering certain preferences you have set; and

Analytic – these are used to analyze, in an aggregated manner, the way our Website is used so that we can improve the Website and our offerings. We use Google Analytics for this purpose.

Terms of Use and Disclaimers

Terran Orbital Corporation Website User Agreement and Disclaimers

Please read the following terms and conditions carefully before using this Website or any of our other Websites. By accessing or using our sites, you agree to the following terms and conditions. You should review these terms and conditions regularly as they may change at any time at our sole discretion. If you do not agree to any term or condition, you should not access or otherwise use our sites. The following terms and conditions apply to all of our Websites, including any Websites owned, operated or sponsored by any of our subsidiaries or affiliates. Together with our subsidiaries and affiliates, we may be referred to herein as the “Company.” “Content” refers to any materials, documents, images, graphics, logos, design, audio, video and any other information provided from or on our Websites.

  • We Provide Our Website for Your Convenience Only

Our Website is provided to you without charge as a convenience and for your information only. By merely providing access to our Website content, we do not warrant or represent that:

  • the content is accurate or complete;

  • the content is up-to-date or current;

  • we have a duty to update any content;

  • the content is free from technical inaccuracies or typographical errors;

  • the content is free from changes caused by third party; and

  • your access to our Website will be free from interruptions, errors, computer viruses or other harmful components.

We do not assume any liability for these matters. In other words, you use our Web site at your own risk. Under no circumstances, including, but not limited to, negligence, shall we be liable for any direct or indirect, special, incidental or consequential damages. This includes loss of data or profit arising out of the use or the inability to use the content of this Website, even if one of our representatives has been advised of the possibility of your damages. If your use of our Website results in your need to service, repair or correct equipment or data, you assume the costs to the extent the law allows. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

We Provide Our Website “As Is” and Disclaim All Warranties

Our Website content is provided “as is” and without warranties of any kind, either express or implied. We disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose, or non-infringement.

We Do Not Have Responsibility for Links to Third–Party Content

We may provide hyperlinks or pointers to other Websites maintained by third parties or may provide third–party content on our Website by framing or other methods. The links to third party Websites are provided for your convenience and information only. The content in any linked Websites is not under our control so we are not responsible for the content, including any further links in a third-party site. If you decide to access any of the third-party sites linked to our Website, you do this entirely at your own risk. It is up to you to take precautions to ensure that the third party you link to for your use is free of computer viruses, worms, trojan horses and other items of a destructive nature.

If We Provide a Link, We Do Not Necessarily Endorse A Third Party

We reserve the right to terminate a link to a third-party Website at any time. The fact that we provide a link to a third-party Website does not mean that we endorse, authorize or sponsor that Website. It also does not mean that we are affiliated with the third-party Website’s owners or sponsors.

If a Third Party Links to Our Website, It is Not An Endorsement

If a third party links to our Website, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not aware that a third party has linked to our Website.

A Website that links to our Website:

  • May link to, but not replicate, our content;

  • Should not create a browser, border environment or frame our content;

  • Should not imply that we are endorsing it or its products;

  • Should not misrepresent its relationship with us;

  • Should not present false information about our products or services; and

  • Should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.

  • If You Transmit or Provide Data to Us, It is Non-Confidential

We do not want to receive confidential or proprietary information from you through our Website. If you transmit to or post on our Website any material, data, information or idea by any means, it will be treated as non-confidential and non-proprietary and may be disseminated or used by us for any purpose. Personal data provided to us will be handled in accordance with our policies regarding privacy.

You are not authorized to post on or transmit to or from our Website any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other content that could give rise to any civil or criminal liability under the law.

Your Use of Our Website is Restricted

Copyright © 2014-2018 Terran Orbital Corporation. All Rights Reserved.

Our Website and its content are owned and operated by us. The text, images, graphics, sound files, animation files, video files, and their arrangement on our Website is all subject to copyright and other intellectual property protection.

Our Website’s content is copyrighted and protected by U.S. and worldwide copyright laws and treaty provisions. In addition, our Website content is protected by trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

No content from www.TerranOrbital.com, or any other Website owned, operated, licensed or controlled by us may be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way. You also may not, without our permission, “mirror” any material contained on our Website on any other server. The sole exceptions to these restrictions are:

  • You obtain written permission from us to waive these restrictions; or

  • You may download one copy of the content on a single computer for informational, non-commercial and personal use only, provided you keep intact all copyright and other proprietary notices and do not modify, and will not copy or post, the content on any network computer or broadcast in any media.

Violation of these restrictions will be a violation of one or more laws and is expressly prohibited by law. If you violate these restrictions, you may be subject to civil and criminal penalties. If we grant you permission to waive these restrictions, the permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded materials and printed materials.

The following is a non-exclusive list of registered trademarks, registered service marks, or trademarks or service marks of the Company, in the United States and/or other countries or jurisdictions:

Terran Orbital Corporation; Terran Orbital; Tyvak; Tyvak Nano-Satellite Systems; Tyvak Nano-Satellite Systems Inc.; Tyvak Nano-Satellite Systems LLC; Agile Space

The configuration and design of the satellites featured on our Website may also be protected by registered patents and/or trademarks of the Company.

To the extent a name, logo or design does not appear on the above list, such lack of appearance does not constitute a waiver of any intellectual property rights that the Company has established in its product or service names or logos, or in product configurations or designs, all of which rights are expressly reserved.

By Providing Content, We Do Not Allow You to Use Our Trademarks

The trademarks, service marks and logos of the Company used and displayed on our Website are our registered and unregistered trademarks.  Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our trademarks without our written permission. Requests to use trademarks owned by other companies which may be mentioned on this Website should be directed to such other companies. We aggressively enforce our intellectual property rights. The name of the Company or our logos may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our Website, without prior written permission. You are not authorized to use our logo as a hyperlink to our Website unless you obtain our written permission in advance.

You Must Obey Local Laws in Accessing Our Web Site

This site is controlled by us from our offices within the United States of America. We make no representation that content or materials in the site are appropriate or available for use in other jurisdictions. Access to our Website content or materials from jurisdictions where such access is illegal or prohibited. If you choose to access this site from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. We are not responsible for any law violations. You may not use or export the materials in this site in violation of U.S. export laws and regulations. Any claims relating to our Website and its content and materials shall be governed by the laws of the State of California without giving effect to any principles of conflicts of laws. You agree that any legal action or proceeding between us for any purpose concerning this Agreement or the parties’ obligations shall be brought exclusively in a federal or state court in California.

You are Bound by Changes in this Agreement’s Terms and Conditions

We may at any time revise these terms and conditions by updating this posting. By using our Website, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terran Orbital WebSite User Agreement and Disclaimers to which you are bound. Certain provisions of these terms and conditions may be superseded by other legal notices or terms located on parts of our Website. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any other written agreement between Terran Orbital and its customers or vendors, the express terms and conditions of the latter agreement shall prevail.

You Agree to Indemnify Us for Using OurWebSite

You agree to indemnify, defend and hold harmless Terran Orbital, its officers, directors, employees, agents, licensors, suppliers and any third-party information providers to us from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by you.

Third Parties May Have Rights Under This Agreement

Some of the provisions of this Agreement are for the benefit of Terran Orbital and its officers, directors, employees, agents, licensors, and suppliers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

How This Agreement May Be Terminated

This Agreement may be terminated by either party without notice at any time for any reason; provided that you may no longer use our Website after you have terminated this Agreement. Provisions which by their nature are to survive this Agreement, including, but not limited to, Sections 2, 6, 7, 8, 9, 11, and 12 of this Agreement, shall survive any termination of this Agreement.

Miscellaneous

Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. We may assign our rights and duties under this Agreement to any party at any time without notice to you.