Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38202 | |
Entity Registrant Name | Virgin Galactic Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3608069 | |
Entity Address, Address Line One | 166 North Roadrunner Parkway, Suite 1C | |
Entity Address, City or Town | Las Cruces | |
Entity Address, State or Province | NM | |
Entity Address, Postal Zip Code | 88011 | |
City Area Code | (575) | |
Local Phone Number | 424-2100 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | SPCE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 258,011,211 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0001706946 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 702,565 | $ 665,924 |
Restricted cash | 18,078 | 13,031 |
Marketable securities, short-term | 29,441 | 0 |
Inventories | 29,306 | 30,483 |
Prepaid expenses and other current assets | 8,963 | 18,489 |
Total current assets | 788,353 | 727,927 |
Marketable securities, long-term | 256,691 | 0 |
Property, plant, and equipment, net | 48,130 | 53,148 |
Other non-current assets | 24,449 | 22,915 |
Total assets | 1,117,623 | 803,990 |
Current liabilities: | ||
Accounts payable | 7,997 | 5,998 |
Accrued liabilities | 23,298 | 22,982 |
Customer deposits | 84,769 | 83,211 |
Other current liabilities | 2,416 | 2,830 |
Total current liabilities | 118,480 | 115,021 |
Non-current liabilities: | ||
Warrant liability | 0 | 135,440 |
Other long-term liabilities | 29,214 | 26,451 |
Total liabilities | 147,694 | 276,912 |
Commitments and contingencies (Note 15) | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 700,000,000 shares authorized; 257,397,850 and 236,123,659 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 25 | 23 |
Additional paid-in capital | 2,013,171 | 1,297,794 |
Accumulated deficit | (1,042,846) | (770,744) |
Accumulated other comprehensive income | (421) | 5 |
Total stockholders' equity | 969,929 | 527,078 |
Total liabilities and stockholders' equity | $ 1,117,623 | $ 803,990 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 257,397,850 | 236,123,659 |
Common stock, shares outstanding (in shares) | 257,397,850 | 236,123,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,580 | $ 0 | $ 3,151 | $ 238 |
Cost of revenue | 207 | 0 | 270 | 173 |
Gross profit | 2,373 | 0 | 2,881 | 65 |
Selling, general, and administrative expenses | 49,859 | 30,936 | 133,276 | 83,738 |
Research and development expenses | 35,593 | 46,075 | 107,859 | 117,276 |
Operating loss | (83,079) | (77,011) | (238,254) | (200,949) |
Change in fair value of warrants | 34,432 | (15,280) | (34,650) | (341,772) |
Interest income, net | 234 | 313 | 766 | 1,979 |
Other income (loss), net | 70 | (44) | 110 | 5 |
Loss before income taxes | (48,343) | (92,022) | (272,028) | (540,737) |
Income tax expense | (25) | (40) | (74) | (34) |
Net loss | (48,368) | (92,062) | (272,102) | (540,771) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 3 | 48 | 11 | (6) |
Unrealized loss on marketable securities | (437) | 0 | (437) | 0 |
Total comprehensive loss | $ (48,802) | $ (92,014) | $ (272,528) | $ (540,777) |
Net loss per share: | ||||
Basic net loss per share (in dollars per share) | $ (0.19) | $ (0.41) | $ (1.11) | $ (2.54) |
Diluted net loss per share (in dollars per share) | $ (0.32) | $ (0.41) | $ (1.11) | $ (2.54) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 254,749,195 | 225,253,536 | 244,157,923 | 213,193,386 |
Diluted (in shares) | 255,147,228 | 225,253,536 | 244,157,923 | 213,193,386 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional paid-in capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 196,001,038 | ||||
Beginning balance at Dec. 31, 2019 | $ 343,230 | $ 0 | $ 20 | $ 469,008 | $ (125,857) | $ 59 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (376,736) | (376,736) | ||||
Other comprehensive income (loss) | (54) | (54) | ||||
Common stock issued related to warrants exercised (in shares) | 13,239,934 | |||||
Common stock issued related to warrants exercised | 341,001 | $ 1 | 341,000 | |||
Stock-based compensation | 4,425 | 4,425 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 209,240,972 | ||||
Ending balance at Mar. 31, 2020 | 311,866 | $ 0 | $ 21 | 814,433 | (502,593) | 5 |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 196,001,038 | ||||
Beginning balance at Dec. 31, 2019 | 343,230 | $ 0 | $ 20 | 469,008 | (125,857) | 59 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (540,771) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 234,021,503 | ||||
Ending balance at Sep. 30, 2020 | 621,286 | $ 0 | $ 23 | 1,287,838 | (666,628) | 53 |
Beginning balance (in shares) at Mar. 31, 2020 | 0 | 209,240,972 | ||||
Beginning balance at Mar. 31, 2020 | 311,866 | $ 0 | $ 21 | 814,433 | (502,593) | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (71,973) | (71,973) | ||||
Common stock issued related to warrants exercised (in shares) | 1,162,884 | |||||
Common stock issued related to warrants exercised | 19,741 | 19,741 | ||||
Stock-based compensation | 5,525 | 5,525 | ||||
Transaction costs | (770) | (770) | ||||
Ending balance (in shares) at Jun. 30, 2020 | 0 | 210,403,856 | ||||
Ending balance at Jun. 30, 2020 | 264,389 | $ 0 | $ 21 | 838,929 | (574,566) | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (92,062) | (92,062) | ||||
Other comprehensive income (loss) | 48 | 48 | ||||
Stock-based compensation | 8,625 | 8,625 | ||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 17,647 | |||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (399) | (399) | ||||
Issuance of common stock (in shares) | 23,600,000 | |||||
Issuance of common stock | 460,200 | $ 2 | 460,198 | |||
Transaction costs | (19,515) | (19,515) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 234,021,503 | ||||
Ending balance at Sep. 30, 2020 | 621,286 | $ 0 | $ 23 | 1,287,838 | (666,628) | 53 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 236,123,659 | ||||
Beginning balance at Dec. 31, 2020 | 527,078 | $ 0 | $ 23 | 1,297,794 | (770,744) | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (129,694) | (129,694) | ||||
Other comprehensive income (loss) | 26 | 26 | ||||
Stock-based compensation | 22,111 | 22,111 | ||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 1,150,771 | |||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 323 | 323 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 237,274,430 | ||||
Ending balance at Mar. 31, 2021 | 419,844 | $ 0 | $ 23 | 1,320,228 | (900,438) | 31 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 236,123,659 | ||||
Beginning balance at Dec. 31, 2020 | 527,078 | $ 0 | $ 23 | 1,297,794 | (770,744) | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (272,102) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 257,397,850 | ||||
Ending balance at Sep. 30, 2021 | 969,929 | $ 0 | $ 25 | 2,013,171 | (1,042,846) | (421) |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 237,274,430 | ||||
Beginning balance at Mar. 31, 2021 | 419,844 | $ 0 | $ 23 | 1,320,228 | (900,438) | 31 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (94,040) | (94,040) | ||||
Other comprehensive income (loss) | (20) | (20) | ||||
Common stock issued related to warrants exercised (in shares) | 3,387,827 | |||||
Common stock issued related to warrants exercised | 104,176 | 104,176 | ||||
Stock-based compensation | 14,423 | 14,423 | ||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 275,283 | |||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 840 | 840 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 240,937,540 | ||||
Ending balance at Jun. 30, 2021 | 445,223 | $ 0 | $ 23 | 1,439,667 | (994,478) | 11 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (48,368) | (48,368) | ||||
Other comprehensive income (loss) | (432) | (432) | ||||
Common stock issued related to warrants exercised (in shares) | 2,034,390 | |||||
Common stock issued related to warrants exercised | 65,914 | 65,914 | ||||
Stock-based compensation | 12,170 | 12,170 | ||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 685,487 | |||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 1,916 | 1,916 | ||||
Issuance of common stock (in shares) | 13,740,433 | |||||
Issuance of common stock | 500,000 | $ 2 | 499,998 | |||
Transaction costs | (6,494) | (6,494) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 257,397,850 | ||||
Ending balance at Sep. 30, 2021 | $ 969,929 | $ 0 | $ 25 | $ 2,013,171 | $ (1,042,846) | $ (421) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (48,368) | $ (92,062) | $ (272,102) | $ (540,771) |
Stock-based compensation | 48,704 | 18,575 | ||
Depreciation and amortization | 2,900 | 2,500 | 8,635 | 6,998 |
Change in fair value of warrant liability | (34,432) | 15,280 | 34,650 | 341,772 |
Other operating activities, net | (42) | 75 | ||
Change in assets and liabilities | ||||
Inventories | 1,178 | 1,195 | ||
Other current and non-current assets | 6,342 | 6,152 | ||
Accounts payable and accrued liabilities | 1,824 | 719 | ||
Customer deposits | 2,148 | (172) | ||
Other current and non-current liabilities | 3,026 | 2,394 | ||
Net cash used in operating activities | (165,637) | (163,063) | ||
Cash flows from investing activity | ||||
Capital expenditures | (2,452) | (13,661) | ||
Purchases of marketable securities | (286,132) | 0 | ||
Cash used in investing activity | (288,584) | (13,661) | ||
Cash flows from financing activities | ||||
Payments of finance lease obligations | (105) | (89) | ||
Proceeds from issuance of common stock pursuant to stock options exercised | 18,856 | 0 | ||
Repayment of notes payable | (310) | 0 | ||
Proceeds from issuance of common stock | 500,000 | 460,200 | ||
Transaction costs | (6,753) | (20,866) | ||
Withholding taxes paid on behalf of employees on net settled stock-based awards | (15,779) | (399) | ||
Net cash provided by financing activities | 495,909 | 438,846 | ||
Net increase in cash and cash equivalents | 41,688 | 262,122 | ||
Cash, cash equivalents and restricted cash at beginning of period | 678,955 | 492,721 | ||
Cash, cash equivalents and restricted cash at end of period | 720,643 | 754,843 | 720,643 | 754,843 |
Cash and cash equivalents | 702,565 | 741,575 | 702,565 | 741,575 |
Restricted cash | 18,078 | 13,268 | 18,078 | 13,268 |
Cash, cash equivalents and restricted cash | $ 720,643 | $ 754,843 | $ 720,643 | $ 754,843 |
Organization and its wholly own
Organization and its wholly owned subsidiaries ("VGH, Inc.") | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and its wholly owned subsidiaries ("VGH, Inc.") | Organization and its wholly owned subsidiaries ("VGH, Inc.") Virgin Galactic Holdings, Inc. and its wholly owned subsidiaries ("VGH, Inc."), in this report as "we," "us," "our," the "Company" and similar terms, are focused on the development, manufacture and operations of spaceships and related technologies for the purpose of conducting commercial human spaceflight and flying commercial research and development payloads into space. The development and manufacturing activities are located in Mojave, California with plans to operate the commercial spaceflights out of Spaceport America located in New Mexico. Global Pandemic On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. Since then, extraordinary actions have been taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world. These actions have included travel bans, quarantines, "stay-at-home" orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Consistent with the actions taken by governmental authorities, including U.S. Federal, California, New Mexico and the United Kingdom, where most of our workforce is located, we have taken appropriately cautious steps to protect our workforce and support community efforts. As part of these efforts, and in accordance with applicable government directives, we initially reduced and then temporarily suspended on-site operations at our facilities in Mojave, California and Spaceport America in New Mexico in March 2020. Starting late March 2020, approximately two-thirds of our employees and contractors were able to complete their duties from home, which enabled much critical work to continue, including engineering analysis and drawing releases for VSS Unity, VMS Eve and the second SpaceShipTwo vehicle; process documentation updates; as well as workforce training and education. The remaining one-third of our workforce was unable to perform their normal duties from home. In April 2020, in accordance with our classification within the critical infrastructure designation, we resumed limited operations under revised operational and manufacturing plans that conformed to the COVID-19 health precautions at that time. This included universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular, thorough disinfecting of surfaces and tools. We also tested employees and contractors for COVID-19 on a regular basis. Following OSHA guidance, we have since allowed fully vaccinated employees and contractors to be mask free in our facilities while continuing to require the wearing of masks for our unvaccinated population. Our unvaccinated population is also required to test weekly for COVID-19. In September 2021, the U.S. government issued Executive Order 14042, mandating that all employees of federal contractors and subcontractors be fully vaccinated against COVID-19 by December 8, 2021, unless such employees are legally entitled to an accommodation. As a federal contractor, we intend to fully comply with Executive Order 14042. As the COVID-19 pandemic has evolved, we have continued to follow U.S. Federal, State and UK guidance, as applicable to our sites. However, the COVID-19 pandemic and the continued precautionary actions taken related to COVID-19 have adversely impacted, and are expected to continue to adversely impact, our operations, including the completion of the development of our spaceflight systems and our scheduled spaceflight test programs. Beginning in the summer of 2020, all of our employees whose work requires them to be in our facilities returned back on-site, and we continue to follow Federal, State and international guidance as applicable, to ensure employee safety. We have, however, experienced, and expect to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken in response to COVID-19. For the time being, we are encouraging those employees who are not required onsite and are able to work from home to continue doing so. The COVID-19 pandemic and the protocols and procedures we implemented in response to the pandemic have caused some delays in operational and maintenance activities, including delays in our test flight program. The full impact of the COVID-19 pandemic on our business and results of operations subsequent to September 30, 2021 will depend on future developments, such as the ultimate duration and scope of the pandemic and its impact on our operations necessary to complete the development of our spaceflight systems, our scheduled spaceflight test programs and commencement of our commercial flights. In addition to existing travel restrictions, countries may continue to maintain or reimpose closed borders, impose prolonged quarantines or further restrict travel. We believe our cash and cash equivalents on hand at September 30, 2021, and management's operating plan, will provide sufficient liquidity to fund our operations for at least the next twelve months from the issuance of these financial statements. Restatement of Previously Issued Financial Statements Warrant liability As previously disclosed in Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "Amendment No. 2 to Form 10-K"), the Company has restated its financial statements as of December 31, 2020 and 2019, for the years ended December 31, 2020 and 2019, as well as the summarized unaudited quarterly financial data for each of the quarterly periods from March 31, 2019 through December 31, 2020, to correct misstatements in those prior periods related to the accounting for warrants, under the guidance of Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. The following tables represent the estimated fair value of the Company’s public and private warrant liabilities recorded on our balance sheet along with changes in fair value which are recorded as other income and expense on our statement of operations and the fair value of common stock issued on the date of exercise, which were recorded as additional paid in capital. Public Warrants Private Placement Warrants Total (In thousands) Warranty Liability at December 31, 2019 $ 77,050 $ 47,280 $ 124,330 Redemption/Exercise of Warrants (341,001) — (341,001) Change in Fair Value 283,296 33,600 316,896 Warrant Liability at March 31, 2020 19,345 80,880 100,225 Redemption/Exercise of Warrants (19,741) — (19,741) Change in Fair Value 396 9,200 9,596 Warrant Liability at June 30, 2020 — 90,080 90,080 Warranty Liability at December 31, 2020 — 135,440 135,440 Change in Fair Value — 48,719 48,719 Warrant Liability at March 31, 2021 — 184,159 184,159 Redemption/Exercise of Warrants — (104,175) (104,175) Change in Fair Value — 20,363 20,363 Warrant Liability at June 30, 2021 — 100,347 100,347 Redemption/Exercise of Warrants — (65,915) (65,915) Change in Fair Value — (34,432) (34,432) Warrant Liability at September 30, 2021 $ — $ — $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting PoliciesBasis of PresentationThese condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP required us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for revenue, cost of revenue, contract assets, contract liabilities, useful lives of property, plant and equipment, fair value of investments, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation, warrants, stock-based awards and contingencies.Revenue Recognition We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to receive based on the contracted amount for those services. Our contracts generally include spaceflight operations and other revenue and engineering services revenue. Spaceflight operations and other revenue Spaceflight operations and other revenue is recognized for providing human spaceflights and carrying payload cargo into space, or a combination of the two. In addition, we have various sponsorship arrangements for which revenue is recognized over the sponsorship term. Human spaceflight services are those services provided to the majority of our customers. Spaceflight service revenue is recognized at a point in time upon successful completion of a spaceflight. Payload cargo services generally include performance obligations in which control is transferred over time. We recognize revenue on these fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the performance obligations. In contracts which include a combination of services, the Company assesses and accounts for individual services separately if they are distinct performance obligations, which often requires judgment based upon knowledge of the services and structure of the sales contract. We allocate the contract price to each performance obligation based on the estimated standalone selling price using observable pricing from our contracts with single performance obligations. Engineering services revenue Engineering services revenue is recognized for providing services for the research, design, development, manufacture, integration and sustainment of advanced technology aerospace systems, products and services. We have arrangements as a subcontractor to the primary contractor of a long-term contract with the U.S. Government and perform the specified work on a time-and-materials basis subject to a guaranteed maximum price. Our engineering services revenue contract obligates us to provide services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the ‘as-invoiced’ practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer. Variable consideration We generally estimate variable consideration and refund liabilities at the most likely amount to which we expect to be entitled or owed and in certain cases based on the expected value, which requires judgment. Estimated variable consideration amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimated refund liability amounts are excluded in the transaction price to the extent it is probable that they are payable to the customer. Our estimates of variable consideration and refund liabilities, and determination of whether to include the estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information that is reasonably available to us. Disaggregation of revenue The Company does not disaggregate revenue for purposes of disclosure. Contract balances Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities relate to spaceflight operations and other revenue contracts and are recorded when cash payments are received or due in advance of performance. Cash payments for spaceflight services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as deferred revenue following the Company's delivery of the conditions of carriage to the customer and execution of an informed consent. As of September 30, 2021 and December 31, 2020, our contract liabilities are $84.8 million and $83.2 million, respectively. As of September 30, 2021, the contract liabilities were comprised of customer deposits for our spaceflight services of $84.8 million. As of December 31, 2020, the contract liabilities are comprised of customer deposits for our spaceflight services of $82.7 million and $0.6 million for our payload contracts. Contract fulfillment costs The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. Significant financing component In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfers of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. When the time period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service is not more than one year, the Company applies the significant financing component practical expedient and do not adjust the promised amount of consideration. Remaining performance obligations We do not disclose information about remaining performance obligations for (a) contracts with an original expected length of one year or less, (b) revenues recognized at the amount at which we have the right to invoice for services performed, or (c) variable consideration allocated to wholly unsatisfied performance obligations. The Company classifies its public and private placement warrants as liabilities in accordance with ASC 815 (Derivatives and Hedging). The warrant liability is recorded on the consolidated balance sheet at fair value on the issue date, with subsequent changes in their fair value recognized in the consolidated statement of operations at each reporting date. The Company determined the fair value of its public warrants, which traded in active markets, using quoted market prices for identical instruments. The Company determines the fair value of the private placement warrants using a Black-Scholes option model and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility is based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the Virgin Galactic Business Combination. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. (g) Other Summary of Significant Accounting Policies There have been no other significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Company's Amendment No. 2 to Form 10-K. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”). (a) Issued Accounting Standard Updates Not Yet Adopted In January 2021, the FASB issued ASU 2021-01 - Reference Rate Reform , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounted transition. This update is effective immediately. We have evaluated and determined the update has no impact to the Company's condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), which clarified and reduced diversity in an issuer's accounting for modifications of exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. We evaluated and determined that the update has had no impact on the Company's condensed consolidated financial statements after the effective date. (b) Adopted Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The Company adopted the new guidance effective January 1, 2021. The adoption of the new guidance did not have a material impact to the Company's condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company's condensed consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company licenses its brand name from certain entities affiliated with Virgin Enterprises Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” worldwide. Royalty payables, excluding sponsorship royalties, for the use of license are the greater of 1% of revenue or $40,000 per quarter, prior to the commercial launch date. Sponsorship royalties payable are 25% of sponsorship revenue. We paid license and royalty fees of $390,000 and $40,000 for the three months ended September 30, 2021 and 2020, respectively. We paid license and royalty fees of $470,000 and $135,000 for the nine months ended September 30, 2021 and 2020, respectively. The Company has a Transition Services Agreement ("TSA") with Virgin Orbit, LLC ("VO") based on an allocation methodology that considers our headcount, unless directly attributable to the business. The Company is allocated operating expense from VO Holdings, Inc. and its subsidiaries (“VOH”), a majority owned company of GV for operations-related functions based on an allocation methodology that considers our headcount, unless directly attributable to the business. Operating expense allocations include use of machinery and equipment, pilot services, and other general administrative expenses. We were allocated $33,000 and $131,000 of operating expenses, net, from VOH for the three months ended September 30, 2021 and 2020, respectively. We were allocated $104,000 and $367,000 of operating expenses, net, from VOH for the nine months ended September 30, 2021 and 2020, respectively. The Company has a receivable (payable) from VOH of $19,000 and $85,000 as of September 30, 2021 and December 31, 2020, respectively. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of September 30, 2021 and December 31, 2020, inventory is comprised of the following: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Raw Materials $ 21,174 $ 22,963 Spare parts 8,132 7,520 Total inventory $ 29,306 $ 30,483 For the three months ended September 30, 2021 and September 30, 2020, we wrote off $0.2 million and $0.1 million of inventory due to excess and obsolescence, respectively. For the nine months ended September 30, 2021 and September 30, 2020, we wrote off $0.4 million and $1.3 million of inventory due to excess and obsolescence, respectively. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant, and Equipment, net As of September 30, 2021 and December 31, 2020, property, plant, and equipment, net consisted of the following: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Buildings $ 9,117 $ 9,142 Leasehold improvements 28,986 28,744 Aircraft 195 195 Machinery and equipment 36,748 34,330 IT software and equipment 23,338 22,042 Construction in progress 1,291 1,780 99,675 96,233 Less accumulated depreciation and amortization (51,545) (43,085) Property, plant, and equipment, net $ 48,130 $ 53,148 Total depreciation and amortization for the three months ended September 30, 2021 and 2020 was $2.9 million and $2.5 million, respectively, of which $1.3 million and $1.1 million was recorded in research and development expense, respectively. Total depreciation and amortization for the nine months ended September 30, 2021 and 2020 was $8.6 million and $7.0 million, respectively, of which $3.9 million and $3.2 million was recorded in research and development expense, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company's leases are more fully described in Note 8 of the "Notes to Consolidated Financial Statements" to its Amendment No. 2 to Form 10-K. The components of lease expense related to leases for the periods presented below are as follows: Three Months Ended 2021 2020 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 1,244 $ 1,181 Short-term lease expense 6 126 Finance Lease Cost: Amortization of right-of-use assets 34 40 Interest on lease liabilities 6 8 Total finance lease cost 40 48 Variable lease cost 1,475 798 Total lease cost $ 2,765 $ 2,153 Nine Months Ended 2021 2020 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 3,758 $ 3,343 Short-term lease expense 26 249 Finance Lease Cost: Amortization of right-of-use assets 103 95 Interest on lease liabilities 20 25 Total finance lease cost 123 120 Variable lease cost 4,185 1,573 Total lease cost $ 8,092 $ 5,285 The components of supplemental cash flow information related to leases for the period are as follows: Nine Months Ended September 30, 2021 2020 (In thousands, except term and rate data) Cash flow information: Operating cash flows for operating leases $ 4,065 $ 3,763 Operating cash flows for finance leases $ 20 $ 25 Financing cash flows for finance leases $ 105 $ 89 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 501 $ 96 Finance Leases $ 19 $ 91 Other Information: Weighted average remaining lease term: Operating leases (in years) 12.30 13.23 Finance leases (in years) 2.29 3.07 Weighted average discount rates: Operating leases 11.66 % 11.69 % Finance leases 8.22 % 8.48 % The supplemental balance sheet information related to leases for the period is as follows: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Operating leases Long-term right-of-use assets $ 18,549 $ 19,555 Short-term operating lease liabilities $ 1,827 $ 2,384 Long-term operating lease liabilities 23,397 24,148 Total operating lease liabilities $ 25,224 $ 26,532 Commitments The Company has certain non-cancelable operating leases primarily for its premises. These leases generally contain renewal options for periods ranging from 3 to 20 years and require the Company to pay all executory costs, such as maintenance and insurance. Certain lease arrangements have rent free periods or escalating payment provisions, and we recognize rent expense of such arrangements on a straight line basis. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2021 are as follows: Operating Leases Finance (In thousands) 2021 (for the remaining period) $ 1,348 $ 41 2022 4,258 137 2023 3,975 106 2024 3,959 30 2025 3,833 — Thereafter 30,852 — Total lease payments $ 48,225 $ 314 Less: Imputed interest/present value discount (23,001) $ (27) Present value of lease liabilities $ 25,224 $ 287 |
Leases | Leases The Company's leases are more fully described in Note 8 of the "Notes to Consolidated Financial Statements" to its Amendment No. 2 to Form 10-K. The components of lease expense related to leases for the periods presented below are as follows: Three Months Ended 2021 2020 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 1,244 $ 1,181 Short-term lease expense 6 126 Finance Lease Cost: Amortization of right-of-use assets 34 40 Interest on lease liabilities 6 8 Total finance lease cost 40 48 Variable lease cost 1,475 798 Total lease cost $ 2,765 $ 2,153 Nine Months Ended 2021 2020 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 3,758 $ 3,343 Short-term lease expense 26 249 Finance Lease Cost: Amortization of right-of-use assets 103 95 Interest on lease liabilities 20 25 Total finance lease cost 123 120 Variable lease cost 4,185 1,573 Total lease cost $ 8,092 $ 5,285 The components of supplemental cash flow information related to leases for the period are as follows: Nine Months Ended September 30, 2021 2020 (In thousands, except term and rate data) Cash flow information: Operating cash flows for operating leases $ 4,065 $ 3,763 Operating cash flows for finance leases $ 20 $ 25 Financing cash flows for finance leases $ 105 $ 89 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 501 $ 96 Finance Leases $ 19 $ 91 Other Information: Weighted average remaining lease term: Operating leases (in years) 12.30 13.23 Finance leases (in years) 2.29 3.07 Weighted average discount rates: Operating leases 11.66 % 11.69 % Finance leases 8.22 % 8.48 % The supplemental balance sheet information related to leases for the period is as follows: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Operating leases Long-term right-of-use assets $ 18,549 $ 19,555 Short-term operating lease liabilities $ 1,827 $ 2,384 Long-term operating lease liabilities 23,397 24,148 Total operating lease liabilities $ 25,224 $ 26,532 Commitments The Company has certain non-cancelable operating leases primarily for its premises. These leases generally contain renewal options for periods ranging from 3 to 20 years and require the Company to pay all executory costs, such as maintenance and insurance. Certain lease arrangements have rent free periods or escalating payment provisions, and we recognize rent expense of such arrangements on a straight line basis. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2021 are as follows: Operating Leases Finance (In thousands) 2021 (for the remaining period) $ 1,348 $ 41 2022 4,258 137 2023 3,975 106 2024 3,959 30 2025 3,833 — Thereafter 30,852 — Total lease payments $ 48,225 $ 314 Less: Imputed interest/present value discount (23,001) $ (27) Present value of lease liabilities $ 25,224 $ 287 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses A summary of the components of accrued liabilities are as follows: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Accrued bonus $ 7,543 $ 6,892 Other accrued expenses 15,755 16,090 Total accrued expenses $ 23,298 $ 22,982 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Commercial loan $ 310 $ 620 310 620 Less: Current portion (310) (310) Non-current portion $ — $ 310 Aggregate maturities of long-term debt as of September 30, 2021 are as follows: (In thousands) 2022 310 $ 310 On June 18, 2020, we financed the purchase of software licenses through a loan totaling approximately $0.9 million. The loan amortized in three equal annual installments of approximately $0.3 million with the final payment due on October 1, 2022 with 0% interest rate. The loan is secured by a standby letter of credit issued from our financial institution and restricted cash has been recorded for the corresponding outstanding balance. The imputed interest of this loan was immaterial. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome tax expense was $25,000 and 40,000 for the three months ended September 30, 2021 and 2020, respectively. Income tax expense was $74,000 and 34,000 for the nine months ended September 30, 2021 and 2020, respectively. The effective income tax rate was nil for three months ended September 30, 2021 and 2020. The effective income tax rate was nil for nine months ended September 30, 2021 and 2020. Our effective tax rate differs from the U.S. statutory rate primarily due to a substantially full valuation allowance against our net deferred tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity There have been no significant changes from the Stockholders' Equity disclosed in Note 11 of the “Stockholders Equity” included in the Amendment No. 2 Form 10-K other than the issuance of common stock and redemption of warrants as noted below. Stockholders' Agreement In connection with the closing of the Virgin Galactic Business Combination, the Company entered into a stockholders’ agreement with certain of the Company’s investors. Pursuant to the terms of the Stockholders’ Agreement, as long as Virgin Investments Limited ("VIL") is entitled to designate two directors to the Company’s Board of Directors, the Company must obtain VIL’s prior written consent to engage in certain corporate transactions and management functions such as business combinations, disposals, acquisitions, incurring indebtedness, and engagement of professional advisors, among others. Warrants and Warrant Redemption Public warrants were initially issued as part of SCH's initial public offering in 2017 and assumed upon the consummation of the Business Combination. As of September 30, 2021, there were no public warrants outstanding. As of September 30, 2021 and December 31, 2020, there were nil and 8,000,000 warrants outstanding, respectively, that were issued in a private placement simultaneously with the Company’s initial public offering (the “private placement warrants”). All remaining outstanding warrants were redeemed through cashless exercises in July 2021. Under the terms of the warrant agreement (the “Warrant Agreement”) between us and Continental Stock Transfer & Trust Company, as warrant agent, the public warrants became exercisable on a cashless basis on January 27, 2020, based on the exchange ratio as calculated under the Warrant Agreement at the time of the exercise. On March 13, 2020 and pursuant to the terms of the Warrant Agreement, we announced that all public warrants that remained unexercised immediately after 5:00 p.m. New York City time on April 13, 2020 (the “Redemption Date”) would be redeemed for $0.01 per warrant. Warrant holders could exercise their public warrants at any time from March 13, 2020 and prior to the Redemption Date on a cashless basis, and receive 0.5073 shares of common stock per public warrant surrendered for exercise. Immediately after the Redemption Date, 295,305 public warrants remained unexercised and were redeemed at a redemption price of $0.01 per public warrant in accordance with the terms of the Warrant Agreement. The private placement warrants were not subject to the redemption. The Company determined that both the public warrants and the private placement warrants (the "Warrants") should be classified as a liability in accordance with ASC 480. The Company remeasured the fair value of the Warrants at each reporting date with changes recorded in earnings. In connection with the Company's remeasurement of the Warrants to fair value, the Company recorded income (expense) of approximately $34.4 million and $(15.3) million for the three months ended September 30, 2021 and 2020, respectively, and $(34.7) million and $(341.8) million for the nine months ended September 30, 2021 and 2020, respectively. The fair value of the warrant liability is approximately $0 and $135.4 million as of September 30, 2021 and December 31, 2020, respectively. The private placement warrants are classified as Level 3 financial instruments. See Note 14. Fair Value Measurements . At The Market Offering On July 12, 2021, the Company entered into a distribution agency agreement with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (each, an “Agent” and collectively, the “Agents”) providing for the offer and sale of up to $500.0 million of shares of the Company’s common stock, par value $0.0001 per share, through an "at the market offering" program ("ATM"), from time to time by the Company through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal. On July 16, 2021, we completed the ATM, generating $500.0 million in gross proceeds, before deducting $6.2 million in underwriting discounts and commissions, and other expenses payable by the Company, through the sale of 13,740,433 shares of common stock. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share The following table presents the computation of the basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (As Restated) (As Restated) (In thousands, except for share and per share data) Numerator: Net loss attributable to common stockholders $ (48,368) $ (92,062) $ (272,102) $ (540,771) Less: revaluation of warrant liability (34,432) Adjusted net loss $ (82,800) $ (92,062) $ (272,102) $ (540,771) Denominator: Weighted average shares outstanding, basic 254,749,195 225,253,536 244,157,923 213,193,386 Dilutive effect of common stock issuable from assumed exercise of warrants 398,033 — — — Weighted average shares outstanding, diluted 255,147,228 225,253,536 244,157,923 213,193,386 Net loss per share: Basic $ (0.19) $ (0.41) $ (1.11) $ (2.54) Diluted $ (0.32) $ (0.41) $ (1.11) $ (2.54) For the three months ended September 30, 2021, the Company has included the potential effect of warrants to purchase shares of common stock as the effect would be dilutive. The Company has excluded the potentially dilutive effect of outstanding stock options and unvested restricted stock units, as described in Note 12 of the “Notes to Consolidated Financial Statements” included in the 2020 Amendment No. 2 to Form 10-K, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. Diluted net loss per share is computed by dividing the net loss, adjusted for the revaluation of warrant liability for the private warrants, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents for the three months ended September 30, 2021. As of September 30, 2020, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 8,000,000 shares and the dilutive effect of outstanding stock options and unvested restricted stock units, as described in Note 12 of the “Notes to Consolidated Financial Statements” included in the 2020 Amendment No. 2 to Form 10-K, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationThe Company's 2019 Incentive Award Plan ("2019 Plan") is more fully described in Note 13 of the "Notes to Consolidated Financial Statements" in the Amendment No. 2 to Form 10-K. Under the 2019 Plan, the Company has the ability to grant incentive stock options, non-qualified stock options and restricted stock units ("RSU") to employees, directors and other service providers. Performance stock units ("PSU") are RSUs that vest based on the achievement of specified performance criteria. Twenty five percent of such stock options cliff vest at the grant dates first anniversary and will ratably vest quarterly over the next three years, subject to continued employment on each vesting date. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier expiration under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Stock Option Units The following table sets forth the summary of options activity for the nine months ended September 30, 2021 under the 2019 Plan (dollars in thousands except per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (1) Options outstanding at December 31, 2020 6,796,045 $ 13.59 8.64 $ 68,888 Granted — — Exercised (1,510,315) 12.49 Forfeited options (857,842) 13.41 Options outstanding at September 30, 2021 4,427,888 $ 14.01 7.79 $ 50,013 Options exercisable at September 30, 2021 1,687,669 $ 13.83 6.94 $ 19,358 (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the period end date. Restricted Stock Units The RSUs vest over four years with 25% cliff vest at the first year anniversary of the grant date and ratably over the next three years. The following table sets forth the summary of RSUs activity during the nine months ended September 30, 2021 under the 2019 Plan (dollars in thousands except per share data): Shares Weighted Average Fair Value Outstanding at December 31, 2020 4,760,784 $ 19.63 Granted 783,228 37.24 Vested (1,029,551) 17.28 Forfeited (1,072,000) 17.37 Outstanding at September 30, 2021 3,442,461 $ 25.04 Performance Stock Units For the three months and nine months ended September 30, 2021, the Company granted a total of 10,063 and 94,689 PSUs, respectively to our executive officers. Between 25% and 200% of the PSUs are eligible to vest based on the achievement of certain performance goals by specified target dates. The fair value of these PSUs is calculated based on the market value of the Company's common stock on the grant date. These PSUs are amortized over the requisite service period in which it is probable that the performance goal is achieved. The following table summarizes the details of the performance stock units: Shares Weighted Average Fair Value PSUs outstanding at December 31, 2020 — $ — Granted 94,689 26.70 Forfeited (4,850) 30.93 PSUs outstanding at September 30, 2021 89,839 $ 28.14 Stock options, RSUs and PSUs expenses are included in selling, general and administrative and research and development expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock option expense Selling, General & Administrative $ 1,735 $ 2,582 $ 12,590 $ 6,527 Research & Development 776 1,254 2,445 3,310 Total stock option expense 2,511 3,836 15,035 9,837 RSU expense Selling, General & Administrative 6,335 2,474 23,370 4,945 Research & Development 2,853 2,315 9,255 3,793 Total RSU expense 9,188 4,789 32,625 8,738 PSU expense Selling, General & Administrative 470 — 1,044 — Total PSU expense 470 — 1,044 — Total stock-based compensation expense $ 12,169 $ 8,625 $ 48,704 $ 18,575 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value of the warrant liability was determined using the Black-Scholes valuation methodology and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility was based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the Virgin Galactic Business Combination. The expected life was based on the remaining contractual term of the warrants, and the risk free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. The Company calculated the estimated fair value of warrants using the following assumptions: As of December 31, 2020 Risk-free interest rate 0.25% Contractual term 3.82 years Expected volatility 80% The carrying amounts included in the Condensed Consolidated Balance Sheets under current assets and current liabilities approximate fair value because of the short maturity of these instruments. The following tables summarize the fair value of assets that are recorded in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 at fair value on a recurring basis: As of September 30, 2021 Cost Gross Unrealized Gains (Losses) Fair Value (in thousands) Level 1 securities: Money market $ 576,057 $ — $ 576,057 Certificate of deposits 91,523 — 91,523 Level 2 securities: Corporate debt securities 286,569 (437) 286,132 Total assets at fair value $ 954,149 $ (437) $ 953,712 As of December 31, 2020 Cost Gross Unrealized Gains (Losses) Fair Value (in thousands) Level 1 securities: Money market $ 357,463 $ — $ 357,463 Certificate of deposits 93,802 — 93,802 Cash equivalents 200,364 — 200,364 Total assets at fair value $ 651,629 $ — $ 651,629 Level 3 securities: Warrant liability $ — $ — $ 135,440 Total Liability at fair value $ — $ — $ 135,440 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that any monetary liability or financial impact to the Company from these matters, individually and in the aggregate, beyond that provided at September 30, 2021, would not be material to the Company’s financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability or financial impact to the Company from legal proceedings, lawsuits and other claims could differ materially from those projected. In September 2018, a former contractor employed through a third party staffing agency, alleged on behalf of himself and other aggrieved employees that the Company and the staffing agency, purportedly violated California state wage and hour laws. In March 2020, the Company agreed to settle this matter for $1.9 million, and the settlement payment was made in full in July 2021. As of September 30, 2021, the Company had no outstanding balance payable. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company has defined contribution plans, under which the Company pays fixed contributions into a separate entity, and additional contributions to the plans are based upon a percentage of the employees’ elected contributions. The Company will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized within selling, general, and administrative expenses and research and development in the Condensed Consolidated Statements of Operations and Comprehensive Loss , as incurred. Defined contributions were $1.5 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively. Defined contributions were $4.1 million and $3.4 million for the nine months ended September 30, 2021 and 2020, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Nine Months Ended September 30, 2021 2020 (As Restated) (in thousands) Cash payments for: Income tax paid $ 84 $ 26 $ 84 $ 26 Schedule for noncash investing activities: Unpaid property, plant, and equipment received $ 1,021 $ 1,173 $ 1,021 $ 1,173 Schedule for noncash financing activities: Issuance of common stock through "cashless" warrants exercised $ 170,090 $ 360,742 Issuance of common stock through restricted stock units vested 36,692 804 Long-term debt (310) 930 Unpaid deferred transaction costs — 117 $ 206,472 $ 362,593 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn October 22, 2021, the Company entered into an agreement to lease 60,998 square feet of office space within the same complex of our current corporate office in Tustin, California. The lease commences on January 1, 2022 and expires on April 30, 2028. The average annual base rent under the lease is approximately $2.5 million. In November 2021, the Company provided a security deposit of $257,194, pursuant to the terms of the lease. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements Warrant liability As previously disclosed in Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "Amendment No. 2 to Form 10-K"), the Company has restated its financial statements as of December 31, 2020 and 2019, for the years ended December 31, 2020 and 2019, as well as the summarized unaudited quarterly financial data for each of the quarterly periods from March 31, 2019 through December 31, 2020, to correct misstatements in those prior periods related to the accounting for warrants, under the guidance of Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. The following tables represent the estimated fair value of the Company’s public and private warrant liabilities recorded on our balance sheet along with changes in fair value which are recorded as other income and expense on our statement of operations and the fair value of common stock issued on the date of exercise, which were recorded as additional paid in capital. Public Warrants Private Placement Warrants Total (In thousands) Warranty Liability at December 31, 2019 $ 77,050 $ 47,280 $ 124,330 Redemption/Exercise of Warrants (341,001) — (341,001) Change in Fair Value 283,296 33,600 316,896 Warrant Liability at March 31, 2020 19,345 80,880 100,225 Redemption/Exercise of Warrants (19,741) — (19,741) Change in Fair Value 396 9,200 9,596 Warrant Liability at June 30, 2020 — 90,080 90,080 Warranty Liability at December 31, 2020 — 135,440 135,440 Change in Fair Value — 48,719 48,719 Warrant Liability at March 31, 2021 — 184,159 184,159 Redemption/Exercise of Warrants — (104,175) (104,175) Change in Fair Value — 20,363 20,363 Warrant Liability at June 30, 2021 — 100,347 100,347 Redemption/Exercise of Warrants — (65,915) (65,915) Change in Fair Value — (34,432) (34,432) Warrant Liability at September 30, 2021 $ — $ — $ — |
Basis of Presentation | Basis of PresentationThese condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP required us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for revenue, cost of revenue, contract assets, contract liabilities, useful lives of property, plant and equipment, fair value of investments, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation, warrants, stock-based awards and contingencies. |
Revenue Recognition | Revenue Recognition We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to receive based on the contracted amount for those services. Our contracts generally include spaceflight operations and other revenue and engineering services revenue. Spaceflight operations and other revenue Spaceflight operations and other revenue is recognized for providing human spaceflights and carrying payload cargo into space, or a combination of the two. In addition, we have various sponsorship arrangements for which revenue is recognized over the sponsorship term. Human spaceflight services are those services provided to the majority of our customers. Spaceflight service revenue is recognized at a point in time upon successful completion of a spaceflight. Payload cargo services generally include performance obligations in which control is transferred over time. We recognize revenue on these fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the performance obligations. In contracts which include a combination of services, the Company assesses and accounts for individual services separately if they are distinct performance obligations, which often requires judgment based upon knowledge of the services and structure of the sales contract. We allocate the contract price to each performance obligation based on the estimated standalone selling price using observable pricing from our contracts with single performance obligations. Engineering services revenue Engineering services revenue is recognized for providing services for the research, design, development, manufacture, integration and sustainment of advanced technology aerospace systems, products and services. We have arrangements as a subcontractor to the primary contractor of a long-term contract with the U.S. Government and perform the specified work on a time-and-materials basis subject to a guaranteed maximum price. Our engineering services revenue contract obligates us to provide services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the ‘as-invoiced’ practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer. Variable consideration We generally estimate variable consideration and refund liabilities at the most likely amount to which we expect to be entitled or owed and in certain cases based on the expected value, which requires judgment. Estimated variable consideration amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimated refund liability amounts are excluded in the transaction price to the extent it is probable that they are payable to the customer. Our estimates of variable consideration and refund liabilities, and determination of whether to include the estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information that is reasonably available to us. Disaggregation of revenue The Company does not disaggregate revenue for purposes of disclosure. Contract balances Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities relate to spaceflight operations and other revenue contracts and are recorded when cash payments are received or due in advance of performance. Cash payments for spaceflight services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as deferred revenue following the Company's delivery of the conditions of carriage to the customer and execution of an informed consent. As of September 30, 2021 and December 31, 2020, our contract liabilities are $84.8 million and $83.2 million, respectively. As of September 30, 2021, the contract liabilities were comprised of customer deposits for our spaceflight services of $84.8 million. As of December 31, 2020, the contract liabilities are comprised of customer deposits for our spaceflight services of $82.7 million and $0.6 million for our payload contracts. Contract fulfillment costs The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. Significant financing component In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfers of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. When the time period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service is not more than one year, the Company applies the significant financing component practical expedient and do not adjust the promised amount of consideration. Remaining performance obligations We do not disclose information about remaining performance obligations for (a) contracts with an original expected length of one year or less, (b) revenues recognized at the amount at which we have the right to invoice for services performed, or (c) variable consideration allocated to wholly unsatisfied performance obligations. |
Marketable Securities | Marketable SecuritiesThe Company's marketable securities have been classified as debt securities and accounted for as "available-for-sale" securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. Marketable securities are classified as short-term and long-term based on their availability for use in current operations. The Company's marketable securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss) in the statement of equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in the Company's statement of operations and comprehensive loss in the period in which such determination is made. |
Warrant Liability | Warrant liability The Company classifies its public and private placement warrants as liabilities in accordance with ASC 815 (Derivatives and Hedging). The warrant liability is recorded on the consolidated balance sheet at fair value on the issue date, with subsequent changes in their fair value recognized in the consolidated statement of operations at each reporting date. The Company determined the fair value of its public warrants, which traded in active markets, using quoted market prices for identical instruments. The Company determines the fair value of the private placement warrants using a Black-Scholes option model and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility is based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the Virgin Galactic Business Combination. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. |
Reclassification | Reclassification Certain amounts in the accompanying condensed consolidated financial statements and accompanying notes have been reclassified to be consistent with the current period presentation. We reclassified a portion of our property, plant and equipment in machinery and equipment to inventory, as part of our standardization of accounting policies across entities, for inventory and property, plant and equipment. These reclassifications impacted our condensed consolidated balance sheet, condensed consolidated statement of operations and comprehensive loss and condensed consolidated statements of cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”). (a) Issued Accounting Standard Updates Not Yet Adopted In January 2021, the FASB issued ASU 2021-01 - Reference Rate Reform , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounted transition. This update is effective immediately. We have evaluated and determined the update has no impact to the Company's condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), which clarified and reduced diversity in an issuer's accounting for modifications of exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. We evaluated and determined that the update has had no impact on the Company's condensed consolidated financial statements after the effective date. (b) Adopted Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The Company adopted the new guidance effective January 1, 2021. The adoption of the new guidance did not have a material impact to the Company's condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company's condensed consolidated financial statements. |
Organization and its wholly o_2
Organization and its wholly owned subsidiaries ("VGH, Inc.") (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value | The following tables represent the estimated fair value of the Company’s public and private warrant liabilities recorded on our balance sheet along with changes in fair value which are recorded as other income and expense on our statement of operations and the fair value of common stock issued on the date of exercise, which were recorded as additional paid in capital. Public Warrants Private Placement Warrants Total (In thousands) Warranty Liability at December 31, 2019 $ 77,050 $ 47,280 $ 124,330 Redemption/Exercise of Warrants (341,001) — (341,001) Change in Fair Value 283,296 33,600 316,896 Warrant Liability at March 31, 2020 19,345 80,880 100,225 Redemption/Exercise of Warrants (19,741) — (19,741) Change in Fair Value 396 9,200 9,596 Warrant Liability at June 30, 2020 — 90,080 90,080 Warranty Liability at December 31, 2020 — 135,440 135,440 Change in Fair Value — 48,719 48,719 Warrant Liability at March 31, 2021 — 184,159 184,159 Redemption/Exercise of Warrants — (104,175) (104,175) Change in Fair Value — 20,363 20,363 Warrant Liability at June 30, 2021 — 100,347 100,347 Redemption/Exercise of Warrants — (65,915) (65,915) Change in Fair Value — (34,432) (34,432) Warrant Liability at September 30, 2021 $ — $ — $ — |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 30, 2021 and December 31, 2020, inventory is comprised of the following: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Raw Materials $ 21,174 $ 22,963 Spare parts 8,132 7,520 Total inventory $ 29,306 $ 30,483 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | As of September 30, 2021 and December 31, 2020, property, plant, and equipment, net consisted of the following: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Buildings $ 9,117 $ 9,142 Leasehold improvements 28,986 28,744 Aircraft 195 195 Machinery and equipment 36,748 34,330 IT software and equipment 23,338 22,042 Construction in progress 1,291 1,780 99,675 96,233 Less accumulated depreciation and amortization (51,545) (43,085) Property, plant, and equipment, net $ 48,130 $ 53,148 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Lease Expense and Cash Flow Information | The components of lease expense related to leases for the periods presented below are as follows: Three Months Ended 2021 2020 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 1,244 $ 1,181 Short-term lease expense 6 126 Finance Lease Cost: Amortization of right-of-use assets 34 40 Interest on lease liabilities 6 8 Total finance lease cost 40 48 Variable lease cost 1,475 798 Total lease cost $ 2,765 $ 2,153 Nine Months Ended 2021 2020 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 3,758 $ 3,343 Short-term lease expense 26 249 Finance Lease Cost: Amortization of right-of-use assets 103 95 Interest on lease liabilities 20 25 Total finance lease cost 123 120 Variable lease cost 4,185 1,573 Total lease cost $ 8,092 $ 5,285 The components of supplemental cash flow information related to leases for the period are as follows: Nine Months Ended September 30, 2021 2020 (In thousands, except term and rate data) Cash flow information: Operating cash flows for operating leases $ 4,065 $ 3,763 Operating cash flows for finance leases $ 20 $ 25 Financing cash flows for finance leases $ 105 $ 89 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 501 $ 96 Finance Leases $ 19 $ 91 Other Information: Weighted average remaining lease term: Operating leases (in years) 12.30 13.23 Finance leases (in years) 2.29 3.07 Weighted average discount rates: Operating leases 11.66 % 11.69 % Finance leases 8.22 % 8.48 % |
Summary of Balance Sheet Information | The supplemental balance sheet information related to leases for the period is as follows: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Operating leases Long-term right-of-use assets $ 18,549 $ 19,555 Short-term operating lease liabilities $ 1,827 $ 2,384 Long-term operating lease liabilities 23,397 24,148 Total operating lease liabilities $ 25,224 $ 26,532 |
Summary of Operating Lease Maturities | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2021 are as follows: Operating Leases Finance (In thousands) 2021 (for the remaining period) $ 1,348 $ 41 2022 4,258 137 2023 3,975 106 2024 3,959 30 2025 3,833 — Thereafter 30,852 — Total lease payments $ 48,225 $ 314 Less: Imputed interest/present value discount (23,001) $ (27) Present value of lease liabilities $ 25,224 $ 287 |
Summary of Finance Lease Maturities | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2021 are as follows: Operating Leases Finance (In thousands) 2021 (for the remaining period) $ 1,348 $ 41 2022 4,258 137 2023 3,975 106 2024 3,959 30 2025 3,833 — Thereafter 30,852 — Total lease payments $ 48,225 $ 314 Less: Imputed interest/present value discount (23,001) $ (27) Present value of lease liabilities $ 25,224 $ 287 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | A summary of the components of accrued liabilities are as follows: As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Accrued bonus $ 7,543 $ 6,892 Other accrued expenses 15,755 16,090 Total accrued expenses $ 23,298 $ 22,982 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of September 30, 2021 December 31, 2020 (Unaudited) (In thousands) Commercial loan $ 310 $ 620 310 620 Less: Current portion (310) (310) Non-current portion $ — $ 310 |
Schedule of Maturities of Long-term Debt | Aggregate maturities of long-term debt as of September 30, 2021 are as follows: (In thousands) 2022 310 $ 310 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the computation of the basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (As Restated) (As Restated) (In thousands, except for share and per share data) Numerator: Net loss attributable to common stockholders $ (48,368) $ (92,062) $ (272,102) $ (540,771) Less: revaluation of warrant liability (34,432) Adjusted net loss $ (82,800) $ (92,062) $ (272,102) $ (540,771) Denominator: Weighted average shares outstanding, basic 254,749,195 225,253,536 244,157,923 213,193,386 Dilutive effect of common stock issuable from assumed exercise of warrants 398,033 — — — Weighted average shares outstanding, diluted 255,147,228 225,253,536 244,157,923 213,193,386 Net loss per share: Basic $ (0.19) $ (0.41) $ (1.11) $ (2.54) Diluted $ (0.32) $ (0.41) $ (1.11) $ (2.54) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Options Outstanding | The following table sets forth the summary of options activity for the nine months ended September 30, 2021 under the 2019 Plan (dollars in thousands except per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (1) Options outstanding at December 31, 2020 6,796,045 $ 13.59 8.64 $ 68,888 Granted — — Exercised (1,510,315) 12.49 Forfeited options (857,842) 13.41 Options outstanding at September 30, 2021 4,427,888 $ 14.01 7.79 $ 50,013 Options exercisable at September 30, 2021 1,687,669 $ 13.83 6.94 $ 19,358 (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the period end date. |
Schedule of Restricted Stock Units Activity | The following table sets forth the summary of RSUs activity during the nine months ended September 30, 2021 under the 2019 Plan (dollars in thousands except per share data): Shares Weighted Average Fair Value Outstanding at December 31, 2020 4,760,784 $ 19.63 Granted 783,228 37.24 Vested (1,029,551) 17.28 Forfeited (1,072,000) 17.37 Outstanding at September 30, 2021 3,442,461 $ 25.04 |
Schedule of Performance Stock Unit Activity | The following table summarizes the details of the performance stock units: Shares Weighted Average Fair Value PSUs outstanding at December 31, 2020 — $ — Granted 94,689 26.70 Forfeited (4,850) 30.93 PSUs outstanding at September 30, 2021 89,839 $ 28.14 |
Summary of Stock Option and RSU Expense | Stock options, RSUs and PSUs expenses are included in selling, general and administrative and research and development expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock option expense Selling, General & Administrative $ 1,735 $ 2,582 $ 12,590 $ 6,527 Research & Development 776 1,254 2,445 3,310 Total stock option expense 2,511 3,836 15,035 9,837 RSU expense Selling, General & Administrative 6,335 2,474 23,370 4,945 Research & Development 2,853 2,315 9,255 3,793 Total RSU expense 9,188 4,789 32,625 8,738 PSU expense Selling, General & Administrative 470 — 1,044 — Total PSU expense 470 — 1,044 — Total stock-based compensation expense $ 12,169 $ 8,625 $ 48,704 $ 18,575 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Valuation Assumptions | The Company calculated the estimated fair value of warrants using the following assumptions: As of December 31, 2020 Risk-free interest rate 0.25% Contractual term 3.82 years Expected volatility 80% |
Schedule of Fair Value of Assets Measured on Recurring Basis | The following tables summarize the fair value of assets that are recorded in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 at fair value on a recurring basis: As of September 30, 2021 Cost Gross Unrealized Gains (Losses) Fair Value (in thousands) Level 1 securities: Money market $ 576,057 $ — $ 576,057 Certificate of deposits 91,523 — 91,523 Level 2 securities: Corporate debt securities 286,569 (437) 286,132 Total assets at fair value $ 954,149 $ (437) $ 953,712 As of December 31, 2020 Cost Gross Unrealized Gains (Losses) Fair Value (in thousands) Level 1 securities: Money market $ 357,463 $ — $ 357,463 Certificate of deposits 93,802 — 93,802 Cash equivalents 200,364 — 200,364 Total assets at fair value $ 651,629 $ — $ 651,629 Level 3 securities: Warrant liability $ — $ — $ 135,440 Total Liability at fair value $ — $ — $ 135,440 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Nine Months Ended September 30, 2021 2020 (As Restated) (in thousands) Cash payments for: Income tax paid $ 84 $ 26 $ 84 $ 26 Schedule for noncash investing activities: Unpaid property, plant, and equipment received $ 1,021 $ 1,173 $ 1,021 $ 1,173 Schedule for noncash financing activities: Issuance of common stock through "cashless" warrants exercised $ 170,090 $ 360,742 Issuance of common stock through restricted stock units vested 36,692 804 Long-term debt (310) 930 Unpaid deferred transaction costs — 117 $ 206,472 $ 362,593 |
Organization and its wholly o_3
Organization and its wholly owned subsidiaries ("VGH, Inc.") - Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Warrant Liability [Roll Forward] | ||||||||
Beginning balance | $ 100,347 | $ 184,159 | $ 135,440 | $ 90,080 | $ 100,225 | $ 124,330 | $ 135,440 | $ 124,330 |
Redemption/Exercise of Warrants | (65,915) | (104,175) | (19,741) | (341,001) | ||||
Change in fair value of warrants | (34,432) | 20,363 | 48,719 | 15,280 | 9,596 | 316,896 | 34,650 | 341,772 |
Ending balance | 0 | 100,347 | 184,159 | 90,080 | 100,225 | 0 | ||
Public Warrants | ||||||||
Warrant Liability [Roll Forward] | ||||||||
Beginning balance | 0 | 0 | 0 | 0 | 19,345 | 77,050 | 0 | 77,050 |
Redemption/Exercise of Warrants | 0 | 0 | (19,741) | (341,001) | ||||
Change in fair value of warrants | 0 | 0 | 0 | 396 | 283,296 | |||
Ending balance | 0 | 0 | 0 | 0 | 19,345 | 0 | ||
Private Placement Warrants | ||||||||
Warrant Liability [Roll Forward] | ||||||||
Beginning balance | 100,347 | 184,159 | 135,440 | $ 90,080 | 80,880 | 47,280 | 135,440 | $ 47,280 |
Redemption/Exercise of Warrants | (65,915) | (104,175) | 0 | 0 | ||||
Change in fair value of warrants | (34,432) | 20,363 | 48,719 | 9,200 | 33,600 | |||
Ending balance | $ 0 | $ 100,347 | $ 184,159 | $ 90,080 | $ 80,880 | $ 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Customer deposits | $ 84,769 | $ 83,211 |
Spaceflight operations | ||
Related Party Transaction [Line Items] | ||
Customer deposits | $ 84,800 | 82,700 |
Payload Contracts | ||
Related Party Transaction [Line Items] | ||
Customer deposits | $ 600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Royalty payable, as a percentage of revenue | 1.00% | 1.00% | |||
Royalty payable, quarterly amount | $ 40 | $ 40 | |||
Sponsorship royalties payable, as a percentage of revenue | 25.00% | 25.00% | |||
Affiliated Entity | License and royalty fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from related party | $ 390 | $ 40 | $ 470 | $ 135 | |
Subsidiary of Common Parent | |||||
Related Party Transaction [Line Items] | |||||
Related party (payable) receivable | 19 | 19 | $ 85 | ||
Subsidiary of Common Parent | Allocation of corporate expenses | |||||
Related Party Transaction [Line Items] | |||||
Transaction amounts from related party | $ 33 | $ 131 | $ 104 | $ 367 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 21,174 | $ 22,963 |
Spare parts | 8,132 | 7,520 |
Total inventory | $ 29,306 | $ 30,483 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Inventory write-down | $ 0.2 | $ 0.1 | $ 0.4 | $ 1.3 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net (Schedule of Property, Plant, and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 99,675 | $ 96,233 |
Less accumulated depreciation and amortization | (51,545) | (43,085) |
Property, plant, and equipment, net | 48,130 | 53,148 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 9,117 | 9,142 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 28,986 | 28,744 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 195 | 195 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 36,748 | 34,330 |
IT software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 23,338 | 22,042 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 1,291 | $ 1,780 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 2,900 | $ 2,500 | $ 8,635 | $ 6,998 |
Research & Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,300 | $ 1,100 | $ 3,900 | $ 3,200 |
Leases (Lease Cost) (Details)
Leases (Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease expense | $ 1,244 | $ 1,181 | $ 3,758 | $ 3,343 |
Short-term lease expense | 6 | 126 | 26 | 249 |
Finance Lease Cost: | ||||
Amortization of right-of-use assets | 34 | 40 | 103 | 95 |
Interest on lease liabilities | 6 | 8 | 20 | 25 |
Total finance lease cost | 40 | 48 | 123 | 120 |
Variable lease cost | 1,475 | 798 | 4,185 | 1,573 |
Total lease cost | $ 2,765 | $ 2,153 | $ 8,092 | $ 5,285 |
Leases (Cash Flow Information)
Leases (Cash Flow Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating cash flows for operating leases | $ 4,065 | $ 3,763 |
Operating cash flows for finance leases | 20 | 25 |
Financing cash flows for finance leases | 105 | 89 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 501 | 96 |
Finance Leases | $ 19 | $ 91 |
Weighted average remaining lease term: | ||
Operating leases (in years) | 12 years 3 months 18 days | 13 years 2 months 23 days |
Finance leases (in years) | 2 years 3 months 14 days | 3 years 25 days |
Weighted average discount rates: | ||
Operating leases | 11.66% | 11.69% |
Finance leases | 8.22% | 8.48% |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Long-term right-of-use assets | $ 18,549 | $ 19,555 |
Short-term operating lease liabilities | 1,827 | 2,384 |
Long-term operating lease liabilities | 23,397 | 24,148 |
Total operating lease liabilities | $ 25,224 | $ 26,532 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | Sep. 30, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 20 years |
Leases (Lease Maturities) (Deta
Leases (Lease Maturities) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
2021 (for the remaining period) | $ 1,348 |
2022 | 4,258 |
2023 | 3,975 |
2024 | 3,959 |
2025 | 3,833 |
Thereafter | 30,852 |
Total lease payments | 48,225 |
Imputed interest/present value discount | (23,001) |
Present value of lease liabilities | 25,224 |
Finance Leases | |
2021 (for the remaining period) | 41 |
2022 | 137 |
2023 | 106 |
2024 | 30 |
2025 | 0 |
Thereafter | 0 |
Total lease payments | 314 |
Imputed interest/present value discount | (27) |
Present value of lease liabilities | $ 287 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 7,543 | $ 6,892 |
Other accrued expenses | 15,755 | 16,090 |
Total accrued expenses | $ 23,298 | $ 22,982 |
Long-term Debt (Schedule of Deb
Long-term Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 310 | $ 620 |
Less: Current portion | (310) | (310) |
Non-current portion | 0 | 310 |
Commercial loan | Commercial loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 310 | $ 620 |
Long-term Debt (Schedule of Mat
Long-term Debt (Schedule of Maturities) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 310 | |
Total debt | $ 310 | $ 620 |
Long-term Debt (Narrative) (Det
Long-term Debt (Narrative) (Details) - Commercial loan - Commercial loan $ in Millions | 27 Months Ended | |
Oct. 01, 2022USD ($) | Jun. 18, 2020USD ($)installment | |
Debt Instrument [Line Items] | ||
Loans payable | $ 0.9 | |
Number of installments | installment | 3 | |
Interest rate | 0.00% | |
Forecast | ||
Debt Instrument [Line Items] | ||
Annual payment | $ 0.3 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ (25) | $ (40) | $ (74) | $ (34) |
Effective income tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 16, 2021 | Jul. 12, 2021 | Mar. 13, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||||||||||||
Redemption price per warrant (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||
Number of shares acquired by each warrant (in shares) | 0.5073 | |||||||||||||
Warrants redeemed (in shares) | 295,305 | |||||||||||||
Redemption/Exercise of Warrants | $ (65,915) | $ (104,175) | $ (19,741) | $ (341,001) | ||||||||||
Change in fair value of warrants | 34,432 | (20,363) | $ (48,719) | $ (15,280) | (9,596) | (316,896) | $ (34,650) | $ (341,772) | ||||||
Warrant liability | $ 0 | 100,347 | 184,159 | 90,080 | 100,225 | $ 0 | $ 0 | $ 135,440 | $ 124,330 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Public Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Outstanding warrants (in shares) | 0 | 0 | 0 | |||||||||||
Redemption/Exercise of Warrants | $ 0 | 0 | (19,741) | (341,001) | ||||||||||
Change in fair value of warrants | 0 | 0 | 0 | (396) | (283,296) | |||||||||
Warrant liability | $ 0 | $ 0 | $ 0 | $ 0 | $ 19,345 | $ 0 | $ 0 | $ 0 | $ 77,050 | |||||
Private Placement | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Outstanding warrants (in shares) | 0 | 0 | 0 | 8,000,000 | ||||||||||
At The Market Offering | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock sold, aggregate consideration | $ 500,000 | |||||||||||||
Gross proceeds | $ 500,000 | |||||||||||||
Stock issuance costs | $ 6,200 | |||||||||||||
Stock sold (in shares) | 13,740,433 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||||
Net loss attributable to common stockholders | $ (48,368) | $ (92,062) | $ (272,102) | $ (540,771) |
Less: revaluation of warrant liability | (34,432) | |||
Adjusted net loss | $ (82,800) | $ (92,062) | $ (272,102) | $ (540,771) |
Weighted average shares of common stock outstanding, basic (in shares) | 254,749,195 | 225,253,536 | 244,157,923 | 213,193,386 |
Dilutive effect of common stock issuable from assumed exercise of warrants (in shares) | 398,033 | 0 | 0 | 0 |
Weighted average shares of common stock outstanding, diluted (in shares) | 255,147,228 | 225,253,536 | 244,157,923 | 213,193,386 |
Basic net loss per share (in dollars per share) | $ (0.19) | $ (0.41) | $ (1.11) | $ (2.54) |
Diluted net loss per share (in dollars per share) | $ (0.32) | $ (0.41) | $ (1.11) | $ (2.54) |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2020shares | |
Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential effect of warrants to purchase stock (in shares) | 8,000,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 24.1 | $ 24.1 |
Stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Unrecognized compensation cost, period for recognition | 2 years 6 months | |
Stock option | 2019 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Expiration period | 10 years | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Granted (in shares) | shares | 783,228 | |
Unrecognized compensation cost, period for recognition | 2 years 10 months 24 days | |
Unrecognized stock-based compensation expense, excluding options | 86 | $ 86 |
Restricted stock units | Tranche one | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Restricted stock units | Tranche two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Restricted stock units | Tranche three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Restricted stock units | Tranche four | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost, period for recognition | 8 months 12 days | |
Unrecognized stock-based compensation expense, excluding options | $ 1.4 | $ 1.4 |
Performance Shares | Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | shares | 10,063 | 94,689 |
Performance Shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Performance Shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 200.00% |
Stock-Based Compensation (2019
Stock-Based Compensation (2019 Stock Plan Activity) (Details) - 2019 Stock Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Beginning balance (in shares) | 6,796,045 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (1,510,315) | |
Forfeited options (in shares) | (857,842) | |
Ending balance (in shares) | 4,427,888 | 6,796,045 |
Options exercisable (in shares) | 1,687,669 | |
Weighted Average Exercise Price | ||
Weighted-average exercise price, beginning (in dollars per share) | $ 13.59 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 12.49 | |
Forfeited options (in dollars per share) | 13.41 | |
Weighted-average exercise price, ending (in dollars per share) | 14.01 | $ 13.59 |
Options exercisable (in dollars per share) | $ 13.83 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding, weighted average contractual term | 7 years 9 months 14 days | 8 years 7 months 20 days |
Options exercisable, weighted average contractual term | 6 years 11 months 8 days | |
Options outstanding, aggregate intrinsic value | $ 50,013 | $ 68,888 |
Options exercisable, aggregate intrinsic value | $ 19,358 |
Stock-Based Compensation (RSU A
Stock-Based Compensation (RSU Activity) (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Shares | |
Forfeited (in shares) | shares | (4,850) |
Weighted Average Fair Value | |
Forfeited (in dollars per share) | $ / shares | $ 30.93 |
Restricted stock units | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 4,760,784 |
Granted (in shares) | shares | 783,228 |
Vested (in shares) | shares | (1,029,551) |
Forfeited (in shares) | shares | (1,072,000) |
Outstanding, ending balance (in shares) | shares | 3,442,461 |
Weighted Average Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 19.63 |
Granted (in dollars per share) | $ / shares | 37.24 |
Vested (in dollars per share) | $ / shares | 17.28 |
Forfeited (in dollars per share) | $ / shares | 17.37 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 25.04 |
Stock-Based Compensation (PSU A
Stock-Based Compensation (PSU Activity) (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Shares | |
Forfeited (in shares) | shares | (4,850) |
Weighted Average Fair Value | |
Forfeited (in dollars per share) | $ 30.93 |
Performance Shares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 89,839 |
Weighted Average Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ 0 |
Granted (in dollars per share) | 26.70 |
Outstanding, ending balance (in dollars per share) | $ 28.14 |
Stock-Based Compensation (Compe
Stock-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 12,169 | $ 8,625 | $ 48,704 | $ 18,575 |
Stock option | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,511 | 3,836 | 15,035 | 9,837 |
Stock option | Selling, General & Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,735 | 2,582 | 12,590 | 6,527 |
Stock option | Research & Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 776 | 1,254 | 2,445 | 3,310 |
Restricted stock units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 9,188 | 4,789 | 32,625 | 8,738 |
Restricted stock units | Selling, General & Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 6,335 | 2,474 | 23,370 | 4,945 |
Restricted stock units | Research & Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,853 | 2,315 | 9,255 | 3,793 |
Performance Shares | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 470 | 0 | 1,044 | 0 |
Performance Shares | Selling, General & Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 470 | $ 0 | $ 1,044 | $ 0 |
Fair Value Measurements (Assump
Fair Value Measurements (Assumptions) (Details) - Fair Value, Inputs, Level 3 | Dec. 31, 2020 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement inputs | 0.0025 |
Contractual term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contractual term | 3 years 9 months 25 days |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement inputs | 0.80 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Values) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents, cost | $ 702,565 | $ 665,924 | $ 741,575 |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, cost | 954,149 | 651,629 | |
Gross Unrealized Gains (Losses) | (437) | ||
Total assets at fair value | 953,712 | 651,629 | |
Total Liability at fair value | 135,440 | ||
Fair Value, Recurring | Level 1 securities | Money market | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents, cost | 576,057 | 357,463 | |
Cash and cash equivalents, fair value | 576,057 | 357,463 | |
Fair Value, Recurring | Level 1 securities | Certificate of deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents, cost | 91,523 | 93,802 | |
Cash and cash equivalents, fair value | 91,523 | 93,802 | |
Fair Value, Recurring | Level 1 securities | Cash equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents, cost | 200,364 | ||
Cash and cash equivalents, fair value | 200,364 | ||
Fair Value, Recurring | Level 2 securities | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Corporate debt securities, cost | 286,569 | ||
Gross Unrealized Gains (Losses) | (437) | ||
Corporate debt securities, fair value | $ 286,132 | ||
Fair Value, Recurring | Level 3 securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 135,440 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Settlement amount awarded to other party | $ 1.9 | |
Loss contingency payable | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Defined contributions | $ 1.5 | $ 1.4 | $ 4.1 | $ 3.4 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash payments for: | ||
Income tax paid | $ 84 | $ 26 |
Schedule for noncash investing activities: | ||
Unpaid property, plant, and equipment received | 1,021 | 1,173 |
Schedule for noncash financing activities: | ||
Issuance of common stock through "cashless" warrants exercised | 170,090 | 360,742 |
Issuance of common stock through restricted stock units vested | 36,692 | 804 |
Long-term debt | (310) | 930 |
Unpaid deferred transaction costs | 0 | 117 |
Noncash financing activities | $ 206,472 | $ 362,593 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event | Nov. 30, 2021USD ($) | Oct. 22, 2021USD ($)ft² |
Subsequent Event [Line Items] | ||
Agreement lease | ft² | 60,998 | |
Annual base rent | $ 2,500,000 | |
Company security deposit | $ 257,194 |