Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 | 1700 Flight Way | |
Entity Address, City or Town | Tustin | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92782 | |
City Area Code | (575) | |
Local Phone Number | 424-2100 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | SPCE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 258,715,178 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0001706946 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 329,857 | $ 524,481 |
Restricted cash | 40,207 | 25,549 |
Marketable securities, short-term | 587,716 | 79,418 |
Inventories | 33,804 | 29,668 |
Prepaid expenses and other current assets | 18,576 | 19,476 |
Total current assets | 1,010,160 | 678,592 |
Marketable securities, long-term | 164,777 | 301,463 |
Property, plant, and equipment, net | 49,183 | 47,498 |
Other non-current assets | 44,356 | 41,281 |
Total assets | 1,268,476 | 1,068,834 |
Current liabilities | ||
Accounts payable | 12,768 | 9,237 |
Accrued liabilities | 36,707 | 28,787 |
Customer deposits | 104,596 | 90,863 |
Other current liabilities | 2,803 | 2,636 |
Total current liabilities | 156,874 | 131,523 |
Non-current liabilities | ||
Convertible senior notes, net | 414,563 | 0 |
Other long-term liabilities | 46,464 | 43,047 |
Total liabilities | 617,901 | 174,570 |
Commitments and contingencies | ||
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; 258,598,438 and 258,166,417 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 26 | 26 |
Additional paid-in capital | 1,987,614 | 2,019,750 |
Accumulated deficit | (1,327,421) | (1,123,643) |
Accumulated other comprehensive income | (9,644) | (1,869) |
Total stockholders' equity | 650,575 | 894,264 |
Total liabilities and stockholders' equity | $ 1,268,476 | $ 1,068,834 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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) | 258,690,646 | 258,166,417 |
Common stock, shares outstanding (in shares) | 258,690,646 | 258,166,417 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 357 | $ 571 | $ 676 | $ 571 |
Operating expenses: | ||||
Customer experience | 122 | 63 | 147 | 63 |
Selling, general, and administrative | 44,700 | 36,916 | 81,707 | 80,235 |
Research and development | 62,340 | 34,619 | 114,167 | 69,708 |
Depreciation and amortization | 2,915 | 2,871 | 5,767 | 5,740 |
Total operating expenses | 110,077 | 74,469 | 201,788 | 155,746 |
Operating loss | (109,720) | (73,898) | (201,112) | (155,175) |
Interest income | 1,985 | 220 | 2,803 | 545 |
Interest expense | (3,157) | (6) | (5,631) | (13) |
Change in fair value of warrants | 0 | (20,363) | 0 | (69,082) |
Other income, net | 194 | 13 | 210 | 40 |
Loss before income taxes | (110,698) | (94,034) | (203,730) | (223,685) |
Income tax expense | (23) | (6) | (48) | (49) |
Net loss | (110,721) | (94,040) | (203,778) | (223,734) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (108) | (19) | (133) | 8 |
Unrealized loss on marketable securities | (1,862) | 0 | (7,642) | 0 |
Total comprehensive loss | $ (112,691) | $ (94,059) | $ (211,553) | $ (223,726) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.43) | $ (0.39) | $ (0.79) | $ (0.94) |
Diluted (in dollars per share) | $ (0.43) | $ (0.39) | $ (0.79) | $ (0.94) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 258,589,270 | 240,733,497 | 258,439,051 | 238,774,515 |
Diluted (in shares) | 258,589,270 | 240,733,497 | 258,439,051 | 238,774,515 |
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, 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 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 compensation, 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 | (223,734) | |||||
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 |
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 loss | (20) | (20) | ||||
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 compensation, net of withholding taxes | 840 | 840 | ||||
Common stock issued related to warrants exercised (in shares) | 3,387,827 | |||||
Common stock issued related to warrants exercised | 104,176 | 104,176 | ||||
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 |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 258,166,417 | ||||
Beginning balance at Dec. 31, 2021 | 894,264 | $ 0 | $ 26 | 2,019,750 | (1,123,643) | (1,869) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (93,057) | (93,057) | ||||
Other comprehensive loss | (5,805) | (5,805) | ||||
Stock-based compensation | 10,895 | 10,895 | ||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 307,471 | |||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes | (1,882) | (1,882) | ||||
Purchase of capped calls | (52,318) | (52,318) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 258,473,888 | ||||
Ending balance at Mar. 31, 2022 | 752,097 | $ 0 | $ 26 | 1,976,445 | (1,216,700) | (7,674) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 258,166,417 | ||||
Beginning balance at Dec. 31, 2021 | 894,264 | $ 0 | $ 26 | 2,019,750 | (1,123,643) | (1,869) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (203,778) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 258,690,646 | ||||
Ending balance at Jun. 30, 2022 | 650,575 | $ 0 | $ 26 | 1,987,614 | (1,327,421) | (9,644) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 258,473,888 | ||||
Beginning balance at Mar. 31, 2022 | 752,097 | $ 0 | $ 26 | 1,976,445 | (1,216,700) | (7,674) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (110,721) | (110,721) | ||||
Other comprehensive loss | (1,970) | (1,970) | ||||
Stock-based compensation | 12,083 | 12,083 | ||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 216,758 | |||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes | (914) | (914) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 258,690,646 | ||||
Ending balance at Jun. 30, 2022 | $ 650,575 | $ 0 | $ 26 | $ 1,987,614 | $ (1,327,421) | $ (9,644) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (110,721) | $ (94,040) | $ (203,778) | $ (223,734) |
Stock-based compensation | 22,978 | 36,535 | ||
Depreciation and amortization | 2,915 | 2,871 | 5,767 | 5,740 |
Amortization of debt issuance costs | 841 | 0 | ||
Change in fair value of warrants | 0 | 20,363 | 0 | 69,082 |
Other operating activities, net | 241 | (17) | ||
Change in assets and liabilities | ||||
Inventories | (4,136) | 518 | ||
Other current and non-current assets | 1,410 | 319 | ||
Accounts payable and accrued liabilities | 10,109 | (751) | ||
Customer deposits | 13,733 | (1,252) | ||
Other current and non-current liabilities | (125) | 88 | ||
Net cash used in operating activities | (152,960) | (113,472) | ||
Cash flows from investing activity | ||||
Capital expenditures | (6,293) | (1,647) | ||
Purchases of marketable securities | (379,254) | 0 | ||
Cash used in investing activity | (385,547) | (1,647) | ||
Cash flows from financing activities | ||||
Payments of lease obligations | (66) | (69) | ||
Proceeds from convertible senior notes | 425,000 | 0 | ||
Debt issuance costs | (11,278) | 0 | ||
Capped call premium | (52,318) | 0 | ||
Proceeds from issuance of common stock pursuant to stock options exercised | 49 | 12,965 | ||
Transaction costs | 0 | (274) | ||
Withholding taxes paid on behalf of employees on net settled stock-based awards | (2,846) | (11,803) | ||
Net cash provided by financing activities | 358,541 | 819 | ||
Net decrease in cash and cash equivalents | (179,966) | (114,300) | ||
Cash, cash equivalents and restricted cash at beginning of year | 550,030 | 678,955 | ||
Cash, cash equivalents and restricted cash ending balances | 370,064 | 564,655 | 370,064 | 564,655 |
Cash and cash equivalents | 329,857 | 551,624 | 329,857 | 551,624 |
Restricted cash | 40,207 | 13,031 | 40,207 | 13,031 |
Cash, cash equivalents and restricted cash | $ 370,064 | $ 564,655 | $ 370,064 | $ 564,655 |
Organization and its wholly own
Organization and its wholly owned subsidiaries ("VGH, Inc.") | 6 Months Ended |
Jun. 30, 2022 | |
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 Tustin, California and Mojave, California, with plans to operate the commercial spaceflights out of Spaceport America located in New Mexico. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting PoliciesBasis of Presentation These 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 reclassifications of the components of operating loss for the three and six month period ended June 30, 2021 have been made to the comparable prior period in the condensed consolidated statements of operations and comprehensive loss to conform to the same current period presentations. Specifically, cost of revenue has been reclassified to customer experience, and gross margin is no longer presented. Customer experience expenses related to spaceflight operations include the consumption of a rocket motor and fuel and other consumables, as well as payroll and benefits for our pilots and ground crew. Customer experience expenses related to the payload cargo services, as well as engineering services, consist of materials and human capital, such as payroll and benefits, to perform these services. Additionally, customer experience expenses include costs associated with maintaining and growing our Future Astronaut community, as well as hospitality, medical, safety, security, training, and facility costs that are for the benefit of our astronauts. Additionally, depreciation and amortization expense are presented separately instead of included in selling, general, and administrative or research and development expenses. These reclassifications had no impact on total loss as previously reported. On January 1, 2022, the Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which removes from GAAP the liability and equity separation model for convertible instruments with either cash or beneficial conversion features. As a result, convertible debt instruments would only be separated into multiple components if they were issued at a substantial premium or if embedded derivatives requiring bifurcation were identified. The convertible senior notes (the "2027 Notes") were not issued at a substantial premium, and the Company analyzed the provisions of the notes and did not identify any material embedded features which would require bifurcation from the host debt. As such, the notes are accounted for entirely as a liability net of unamortized issuance costs. The carrying amount of the liability is classified as long-term as the instrument does not mature within one year of the balance sheet date and the holder is not permitted to demand repayment of the principal within one year of the balance sheet date. However, if conditions to convertibility are met as described further in Note 11 , the Company may be required to reclassify the carrying amount of the liability to current. The embedded conversion features are not remeasured as long as they do not meet the separation requirement of a derivative. Issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the term of the notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, however there was no impact during the current quarter as the convertible instruments were anti-dilutive. In connection with the pricing of our 2027 Notes, the Company entered into capped call transactions with respect to its common stock (the "2027 Capped Calls"). The 2027 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2027 Notes. The Company's capped call transactions are accounted for as separate transactions from the 2027 Notes and are classified as equity instruments as a reduction to additional paid-in capital in the condensed consolidated balance sheets. The instruments are initially recorded at fair value and not subsequently remeasured so long as they continue to qualify for equity classification. The capped call transactions have the effect of reducing the number of shares outstanding if exercised. Therefore, the capped call transactions are anti-dilutive and not included in the calculation of diluted shares outstanding for the purposes of diluted net loss per share. See Note 11 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on the 2027 Capped Calls. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
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”). See Note 2 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on recently adopted accounting pronouncements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
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 $40,000 for each of the three months ended June 30, 2022 and 2021. We paid license and royalty fees of $80,000 for each of the six months ended June 30, 2022 and 2021.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 Galactic Ventures, LLC ("GV"), a wholly-owned subsidiary of Vieco 10, was the direct parent of the Virgin Galactic Companies. 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 $34,000 and $31,000 operating expenses, net, from VOH for the three months ended June 30, 2022 and 2021, respectively. We were allocated $34,000 and $71,000 of operating expenses, net from VOH for the six months ended June 30, 2022 and 2021, respectively. The Company has a receivable from VOH of $47,000 and $43,000 as of June 30, 2022 and December 31, 2021, respectively. |
Cash, Restricted Cash, Cash Equ
Cash, Restricted Cash, Cash Equivalents and Marketable Securities | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Restricted Cash, Cash Equivalents and Marketable Securities | Cash, Restricted Cash, Cash Equivalents and Marketable Securities The amortized cost, unrealized loss and estimated fair value of the Company's cash equivalents and marketable securities as of June 30, 2022 and December 31, 2021 were as follows: As of June 30, 2022 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents Cash and restricted cash $ 71,797 $ — $ 71,797 Money market 206,870 — 206,870 Certificate of deposits 91,397 — 91,397 Marketable securities US treasuries 209,596 (345) 209,251 Corporate debt securities 552,541 (9,299) 543,242 Total cash, cash equivalents and marketable securities $ 1,132,201 $ (9,644) $ 1,122,557 As of December 31, 2021 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents Cash and restricted cash $ 55,592 $ — $ 55,592 Money market 402,889 — 402,889 Certificate of deposits 91,549 — 91,549 Marketable securities Corporate debt securities 382,884 (2,003) 380,881 Total cash, cash equivalents and marketable securities $ 932,914 $ (2,003) $ 930,911 The Company included $3.6 million and $2.3 million of interest receivable in prepaid expenses and other current assets as of June 30, 2022 and December 31, 2021, respectively. The Company recognized $1.8 million in amortization and accretion of purchase premiums and discounts on our marketable securities within interest income, net for the three months ended June 30, 2022. The Company did not recognize any amortization expense for the three months ended June 30, 2021. The Company recognized $4.0 million in amortization expense for marketable securities within interest income, net for the six months ended June 30, 2022. The Company did not recognize any amortization expense for the six months ended June 30, 2021. We record gross realized gains and losses as a component of other income, net in the consolidated statements of operations. For the three months ended June 30, 2022 and June 2021, the Company did not recognize any material gross realized gains and losses. For the six months ended June 30, 2022, the Company recognized $0.1 million loss in other income, net. For the six months ended June 30, 2021, the Company did not recognize any material gross realized gains and losses. The following table presents the contractual maturities of the Company's marketable securities as of June 30, 2022: As of June 30, 2022 Amortized Cost Estimated Fair Value (In thousands) Matures within one year $ 592,992 $ 587,716 Matures between one to two years 169,145 164,776 Total $ 762,137 $ 752,492 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | InventoryAs of June 30, 2022 and December 31, 2021, inventory is comprised of the following: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Raw materials $ 24,651 $ 21,127 Spare parts 9,153 8,541 Total inventory $ 33,804 $ 29,668 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant, and Equipment, net As of June 30, 2022 and December 31, 2021, property, plant, and equipment, net consisted of the following: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Land $ 401 $ — Buildings 9,117 9,117 Leasehold improvements 29,306 29,155 Aircraft 195 195 Machinery and equipment 39,718 37,002 IT software and equipment 26,719 23,523 Construction in progress 3,816 2,901 109,272 101,893 Less accumulated depreciation and amortization (60,089) (54,395) Property, plant, and equipment, net $ 49,183 $ 47,498 The following table sets forth the summary of depreciation and amortization expense for property, plant and equipment, net: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (In thousands) Customer experience $ — $ — $ — $ — Selling, general, and administrative 1,667 1,284 3,266 2,558 Research and development 1,248 1,587 2,502 3,182 $ 2,915 $ 2,871 $ 5,767 $ 5,740 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company's leases are more fully described in Note 8 of the "Notes to Consolidated Financial Statements" to its Annual Report on Form 10-K. The components of lease expense related to leases for the periods presented below are as follows: Three Months Ended 2022 2021 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 2,092 $ 1,254 Short-term lease expense — 8 Finance Lease Cost: Amortization of right-of-use assets 29 35 Interest on lease liabilities 4 7 Total finance lease cost 33 42 Variable lease cost 2,106 1,372 Total lease cost $ 4,231 $ 2,676 Six Months Ended 2022 2021 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 4,069 $ 2,514 Short-term lease expense — 20 Finance Lease Cost: Amortization of right-of-use assets 58 69 Interest on lease liabilities 9 14 Total finance lease cost 67 83 Variable lease cost 3,316 2,710 Total lease cost $ 7,452 $ 5,327 The components of supplemental cash flow information related to leases for the period are as follows: Six Months Ended June 30, 2022 2021 (In thousands, except term and rate data) Cash flow information: Operating cash flows for operating leases $ 5,087 $ 2,712 Operating cash flows for finance leases $ 9 $ 14 Financing cash flows for finance leases $ 66 $ 69 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 4,924 $ 501 Finance Leases $ — $ 19 Other Information: Weighted average remaining lease term: Operating leases (in years) 11.18 12.37 Finance leases (in years) 1.71 2.49 Weighted average discount rates: Operating leases 11.68 % 11.65 % Finance leases 8.12 % 8.26 % The supplemental balance sheet information related to leases for the period is as follows: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Operating leases Long-term right-of-use assets $ 38,776 $ 35,486 Short-term operating lease liabilities $ 2,384 $ 2,204 Long-term operating lease liabilities 43,509 39,965 Total operating lease liabilities $ 45,893 $ 42,169 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 June 30, 2022 are as follows: Operating Leases Finance Leases (In thousands) 2022 (for the remaining period) $ 3,580 $ 62 2023 7,079 106 2024 7,357 30 2025 7,282 — 2026 7,386 — Thereafter 52,274 — Total lease payments $ 84,958 $ 198 Less: Imputed interest/present value discount $ (39,065) $ (13) Present value of lease liabilities $ 45,893 $ 185 |
Leases | Leases The Company's leases are more fully described in Note 8 of the "Notes to Consolidated Financial Statements" to its Annual Report on Form 10-K. The components of lease expense related to leases for the periods presented below are as follows: Three Months Ended 2022 2021 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 2,092 $ 1,254 Short-term lease expense — 8 Finance Lease Cost: Amortization of right-of-use assets 29 35 Interest on lease liabilities 4 7 Total finance lease cost 33 42 Variable lease cost 2,106 1,372 Total lease cost $ 4,231 $ 2,676 Six Months Ended 2022 2021 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 4,069 $ 2,514 Short-term lease expense — 20 Finance Lease Cost: Amortization of right-of-use assets 58 69 Interest on lease liabilities 9 14 Total finance lease cost 67 83 Variable lease cost 3,316 2,710 Total lease cost $ 7,452 $ 5,327 The components of supplemental cash flow information related to leases for the period are as follows: Six Months Ended June 30, 2022 2021 (In thousands, except term and rate data) Cash flow information: Operating cash flows for operating leases $ 5,087 $ 2,712 Operating cash flows for finance leases $ 9 $ 14 Financing cash flows for finance leases $ 66 $ 69 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 4,924 $ 501 Finance Leases $ — $ 19 Other Information: Weighted average remaining lease term: Operating leases (in years) 11.18 12.37 Finance leases (in years) 1.71 2.49 Weighted average discount rates: Operating leases 11.68 % 11.65 % Finance leases 8.12 % 8.26 % The supplemental balance sheet information related to leases for the period is as follows: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Operating leases Long-term right-of-use assets $ 38,776 $ 35,486 Short-term operating lease liabilities $ 2,384 $ 2,204 Long-term operating lease liabilities 43,509 39,965 Total operating lease liabilities $ 45,893 $ 42,169 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 June 30, 2022 are as follows: Operating Leases Finance Leases (In thousands) 2022 (for the remaining period) $ 3,580 $ 62 2023 7,079 106 2024 7,357 30 2025 7,282 — 2026 7,386 — Thereafter 52,274 — Total lease payments $ 84,958 $ 198 Less: Imputed interest/present value discount $ (39,065) $ (13) Present value of lease liabilities $ 45,893 $ 185 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses A summary of the components of accrued liabilities are as follows: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Accrued payroll $ 3,447 $ 4,214 Accrued vacation 6,218 5,372 Accrued bonus 10,433 12,218 Accrued interest expense 4,781 — Other accrued expenses 11,828 6,983 Total accrued expenses $ 36,707 $ 28,787 |
Commercial Loan
Commercial Loan | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Commercial Loan | Commercial Loan As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Commercial loan $ 310 $ 310 Less: Current portion (310) (310) Non-current portion $ — $ — 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 outstanding balance is recorded in other current-liabilities on the condensed consolidated balance sheets. The imputed interest of this loan was immaterial. |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Debt [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes 2027 Convertible Senior Notes On January 19, 2022, the Company completed an offering of $425 million aggregate principal amount of the 2027 Notes. The 2027 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 2.50% per year. Interest is payable in cash semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2022. The 2027 Notes mature on February 1, 2027 unless earlier repurchased, redeemed or converted. The terms of the 2027 Notes are governed by an Indenture by and between the Company and U.S. Bank National Associations, as Trustee (the "2027 Indenture"). Upon conversion by the noteholders, the 2027 Notes may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, par value $0.0001 per share (the “common stock”), at our election, based on the conversion rate. The 2027 Notes are convertible at an initial conversion rate of 78.1968 shares of common stock per $1,000 principal amount of the 2027 Notes, which is equal to an initial conversion price of approximately $12.79 per share of common stock, subject to adjustment upon the occurrence of certain events. Noteholders will have the right to convert their notes during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2022, under the following circumstances: • during any calendar quarter after June 30, 2022 (and only during such calendar quarter) if the last reported sale price of the Company's common stock for each of at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding calendar quarter is more than 130% of the then applicable conversion price for the Notes per share of common stock; • during the five consecutive business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2027 Notes for each day of that period was less than 98% of the product of the last reported sale price of our common stock and the then applicable conversion rate; • the Company calls any or all of the 2027 Notes for redemption, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the 2027 Notes are not otherwise convertible at such time; or • specified distributions to holders of our common stock are made or specified corporate events occur, as described in the 2027 Indenture. On and after November 1, 2026, noteholders will have the right to convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions in cash, in shares of its common stock or in a combination of cash and shares of its common stock. During the three and six months ended June 30, 2022, the conditions allowing holders of the 2027 Notes to convert were not met, and as a result, the 2027 Notes were classified as noncurrent liabilities as of June 30, 2022. The 2027 Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company's option at any time, and from time to time, on or after February 6, 2025 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. During the three and six months ended June 30, 2022, the Company did not redeem any of the 2027 Notes. Holders of the 2027 Notes who convert their 2027 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2027 Indenture) or in connection with the Company's issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2027 Indenture), holders of the 2027 Notes may require the Company to repurchase all or a portion of their 2027 Notes at a price equal to the principal amount of the 2027 Notes being repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2027 Notes, net consisted of the following (in thousands): As of June 30, 2022 (Unaudited) Principal $ 425,000 Less: unamortized debt issuance costs (10,437) Net carrying amount $ 414,563 As of June 30, 2022, we recorded $4.8 million of accrued interest expense on our 2027 Notes within accrued expenses. For the three months ended June 30, 2022, we recognized $3.2 million of total interest expense on our 2027 Notes, including $0.4 million of amortized debt issuance costs. For the six months ended June 30, 2022, we recognized $5.6 million of total interest expense on our 2027 Notes, including $0.8 million of amortized debt issuance cost. Capped Call Transactions In connection with the pricing of the 2027 Notes, the Company entered into capped call transactions with respect to its common stock. The 2027 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2027 Notes, approximately 33 million shares of its common stock for approximately $12.79 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2027 Notes, exercisable upon conversion of the 2027 Notes. The 2027 Capped Calls have initial cap prices of $20.06 per share (subject to adjustment), which represents a premium of 100% over the closing price of the Company's common stock on January 13, 2022, and will expire in 2027, if not exercised earlier. The 2027 Capped Calls are intended to reduce potential dilution to the Company's common stock upon any conversion of the 2027 Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2027 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the 2027 Capped Call transactions. The 2027 Capped Calls are separate transactions, each between the Company and the applicable option counterparty, and are not part of the terms of the 2027 Notes and will not affect any holder's rights under the 2027 Notes or the 2027 Indenture. Holders of the 2027 Notes will not have any rights with respect to the 2027 Capped Call transactions. The Company paid an aggregate amount of $52.3 million for the 2027 Capped Calls. As these transactions meet certain accounting criteria, the amount paid for the 2027 Capped Calls was recorded as a reduction to additional paid-in capital in the condensed consolidated balance sheets. The fair value of the 2027 Capped Calls is not remeasured each reporting period so long as they continue to qualify for equity classification, which they did for the current period. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome tax expense was $23,000 and $6,000 for the three months ended June 30, 2022 and 2021, respectively. Income tax expense was $48,000 and $49,000 for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rate was nil for three months ended June 30, 2022 and 2021. The effective income tax rate was nil for six months ended June 30, 2022 and 2021. 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 | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity There have been no significant changes from the Stockholders' Equity disclosed in Note 12 of the “Stockholders Equity” included in our Annual Report on Form 10-K. Stockholders' Agreement In connection with the closing of the Virgin Galactic business combination in October 2019 (the "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 and private placement warrants were initially issued as part of Social Capital Hedosophia Holdings Corp.'s ("SCH") initial public offering in 2017 and assumed upon the consumption of the Business Combination. As of June 30, 2022, and December 31, 2021, there were no public or private placement warrants outstanding. 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 expense of approximately $20.4 million for the three months ended June 30, 2021 and $69.1 million for the six months ended June 30, 2021. 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. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents net loss per share and related information: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands, except for share and per share data) Basic and diluted: Net loss $ (110,721) $ (94,040) $ (203,778) $ (223,734) Weighted average shares of common stock outstanding 258,589,270 240,733,497 258,439,051 238,774,515 Basic and diluted net loss per share $ (0.43) $ (0.39) $ (0.79) $ (0.94) Basic and diluted loss per share is computed using the weighted-average number of common shares of common stock outstanding during the period. Basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive were as follows (in thousands): As of June 30, 2022 2021 Issued and outstanding stock options 4,156 5,194 Issued and outstanding performance stock options 406 — Unvested restricted stock units issued and outstanding 4,488 4,018 Unvested performance stock units issued and outstanding 367 85 Shares related to the 2027 Notes (1) 33,234 — Warrants to purchase shares of common stock — 8,000 42,651 17,297 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company's 2019 Incentive Award Plan ("2019 Plan") is more fully described in Note 14 of the "Notes to Consolidated Financial Statements" on 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 ("RSUs") to employees, directors and other service providers. Performance stock units ("PSUs") are RSUs that vest based on achievement of specified performance criteria. Performance stock options ("PSOs") are stock options that vest based on achievement of specified performance criteria. Stock Options Twenty five percent of such stock options cliff vest at the grant date first anniversary, with the remaining options vesting ratably over the following 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. In 2022, we issued stock options as incentive compensation for certain key employees. The fair values of these stock options were estimated using a Black-Scholes model with the following assumptions: 2022 Expected life (in years) (1) 6.11 Expected volatility (2) 69.0 % Risk free interest rate (3) 2.19 % Dividend yield (4) — % (1) The expected life is the period of time that participants are expected to hold their options before exercised using the "simplified method" as described in Staff Accounting Bulletin No. 107. (2) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (3) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. (4) The Company does not currently pay dividends nor has announced plans to begin paying dividends. The following table sets forth the summary of options activity for the six month ended June 30, 2022 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) Weighted Average Grant Date Fair Value ($) Options outstanding at December 31, 2021 4,253,767 $ 14.09 7.60 6,187 — Granted 303,030 7.99 4.95 Exercised (4,182) 11.79 Forfeited options (396,160) 18.21 Options outstanding at June 30, 2022 4,156,455 $ 13.26 7.06 — — Options exercisable at June 30, 2022 2,182,805 $ 12.99 6.67 — — (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. Performance Stock Options Compensation expense on the PSOs will be recognized over the period between the grant date and the estimated vest date. The number of PSOs that will vest depends on the attainment of certain stock price goals. 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. In 2022, we issued PSOs as incentive compensation for certain key employees. The fair values of these stock options were estimated using a Monte-Carlo simulation with the following assumptions: 2022 Expected exercise behavior (1) 75.0 % Expected Volatility (2) 58.0 % Risk free interest rate (3) 2.19 % Dividend yield (4) — % (1) PSOs are expected to be exercised after 75% of the period between the vest date and the end of the contractual term has lapsed. (2) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (3) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. (4) The Company does not currently pay dividends nor has announced plans to begin paying dividends. The following table sets forth the summary of PSO activity 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) Weighted Average Grant Date Fair Value ($) PSOs outstanding at December 31, 2021 — $ — 0.00 — Granted 405,680 8.99 4.93 Exercised — — Forfeited options — — PSOs outstanding at June 30, 2022 405,680 $ 8.99 9.71 — PSOs exercisable at s June 30, 2022 — $ — 0.00 — (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, with the remaining vesting ratably over the next three years. The following table sets forth the summary of RSUs activity during the six months ended June 30, 2022 under the 2019 Plan (dollars in thousands except per share data): Shares Weighted Average Fair Value Outstanding at December 31, 2021 2,396,732 $ 27.89 Granted 3,215,868 8.75 Vested (846,876) 21.36 Forfeited (278,134) 18.59 Outstanding at June 30, 2022 4,487,590 $ 21.91 Performance Stock Units Between 25% and 200% of the PSUs are eligible to vest based on the achievement of certain performance-based goals or market-based goals by specified target dates, subject to continued service through the applicable vesting date. PSUs with performance-based goals are amortized over the requisite service period in which it is probable that the performance goal is achieved. PSUs with market-based goals will vest based on the Company's common stock performance following the end of the three year performance measurement period based on the highest closing price over twenty consecutive trading days during the performance measurement period. PSUs with market-based goals cannot vest before the end of the performance measurement period, thus the requisite service period is three years. In 2022, we issued PSUs as incentive compensation for certain key employees. The fair values of these stock units were estimated using a Monte-Carlo simulation with the following assumptions: 2022 Expected volatility (1) 95.0 % Risk free interest rate (2) 2.13 % Dividend yield (3) — % (1) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (2) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. (3) The Company does not currently pay dividends nor has announced plans to begin paying dividends. The following table sets forth the summary of PSUs activity under the 2019 Plan (dollars in thousands except per share data): Shares Weighted Average Fair Value PSUs outstanding at December 31, 2021 89,839 $ 26.47 Granted 277,552 14.62 Forfeited — — PSUs outstanding at June 30, 2022 367,391 $ 18.19 Stock-based compensation expense was recorded in the following expense categories in the condensed consolidated statements of operations and comprehensive loss : Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Stock option and PSO expense Selling, general and administrative 2,192 1,870 3,917 10,856 Research and development 731 825 1,416 1,668 Total stock option and PSO expense 2,923 2,695 5,333 12,524 RSU and PSU expense Selling, general and administrative 6,458 8,556 12,025 17,609 Research and development 2,702 3,172 5,620 6,402 Total RSU and PSU expense 9,160 11,728 17,645 24,011 Total stock-based compensation expense $ 12,083 $ 14,423 $ 22,978 $ 36,535 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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 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 June 30, 2022 and December 31, 2021 at fair value on a recurring basis: Fair Value Measurements as of June 30, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market $ 206,870 $ — $ — $ 206,870 Certificate of deposit 91,397 — — 91,397 US treasuries 209,251 — — 209,251 Corporate debt securities — 543,242 — 543,242 Total assets at fair value $ 507,518 $ 543,242 $ — $ 1,050,760 Liabilities: 2027 Notes $ — $ — $ 271,201 $ 271,201 Total liabilities at fair value $ — $ — $ 271,201 $ 271,201 The estimated fair value of the 2027 Notes were determined based on the quoted bid prices of the 2027 Notes in an over-the-counter market on the last trading day of the reporting period. Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money Market $ 402,889 $ — $ — $ 402,889 Certificate of Deposit 91,549 — — 91,549 Corporate debt securities — 380,881 — 380,881 Total assets at fair value $ 494,438 $ 380,881 $ — $ 875,319 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, 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. Lavin v. the Company On May 28, 2021, a class action complaint was filed against us in the Eastern District of New York captioned Lavin v. Virgin Galactic Holdings, Inc., Case No. 1:21-cv-03070. In September 2021, the Court appointed Robert Scheele and Mark Kusnier as co-lead plaintiffs for the purported class. Co-lead plaintiffs amended the complaint in December 2021, asserting violations of Sections 10(b), 20(a) and 20A of the Exchange Act of 1934 against us and certain of our current and former officers and directors on behalf of a putative class of investors who purchased our common stock between July 10, 2019 and October 14, 2021. The amended complaint alleges, among other things, that we and certain of our current and former officers and directors made false and misleading statements and failed to disclose certain information regarding the safety of its ships and success of its commercial flight program. Co-lead plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief. Defendants filed a motion to dismiss on April 4, 2022, and that motion is now fully briefed. The Company intends to vigorously defend against this matter. Spiteri and Grenier, derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors On February 21, 2022 and March 1, 2022, two alleged shareholders filed separate derivative complaints purportedly on behalf of the Company against certain of our current and former officers and directors in the Eastern District of New York captioned Spiteri v. Branson et al., Case No. 1:22-cv-00933, and Grenier v. Branson et al., Case No. 1:22-cv-01100, respectively. The complaints assert violations of Sections 10(b), 14(a), and 21D of the Exchange Act of 1934 and claims of breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above. The complaints seek an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. The cases are at a preliminary stage. Shareholder Litigation Demand On April 4, 2022, the Company received a litigation demand from an alleged shareholder requesting that the Company take legal action against certain of our current and former officers and directors for breach of fiduciary duty and insider trading arising from substantially similar allegations as those contained in the securities class action described above. The Company is evaluating the litigation demand. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2022 | |
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 $1.1 million and $1.5 million for the three months ended June 30, 2022 and 2021, respectively. Defined contributions were $2.6 million and $2.6 million for the six months ended June 30, 2022 and 2021, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Six Months Ended June 30, 2022 2021 (in thousands) Supplemental disclosure Cash payments and refunds for: Income tax refund $ 10 $ — Income tax paid (53) (58) $ (43) $ (58) Schedule for noncash investing activities: Unpaid property, plant, and equipment received $ 1,343 $ 270 $ 1,343 $ 270 Schedule for noncash financing activities: Issuance of common stock "cashless" warrants exercised $ — $ 104,176 Issuance of common stock through restricted stock units vested 7,440 27,320 Unpaid deferred transaction costs — 250 $ 7,440 $ 131,746 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events As of July 30, 2022, we have one subsequent events as noted below. Arizona Lease Agreement On July 14, 2022, the Company entered into an agreement to lease 151,096 square feet of manufacturing and operations facilities in Mesa, Arizona consisting of two hangars ("Hangar C" and "Hangar B"). The lease has an initial term of approximately ten years and five months after the commencement date applicable to Hangar C or Hangar B, whichever is later, and is expected to commence ten months following the date of the agreement was entered into with respect to Hangar C and fifteen months following the date of the agreement was entered into for Hangar B. The average annual base rent under the lease is approximately $3.0 million. The Company has four options to extend the term of the lease, each for an additional five years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These 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 reclassifications of the components of operating loss for the three and six month period ended June 30, 2021 have been made to the comparable prior period in the condensed consolidated statements of operations and comprehensive loss to conform to the same current period presentations. Specifically, cost of revenue has been reclassified to customer experience, and gross margin is no longer presented. Customer experience expenses related to spaceflight operations include the consumption of a rocket motor and fuel and other consumables, as well as payroll and benefits for our pilots and ground crew. Customer experience expenses related to the payload cargo services, as well as engineering services, consist of materials and human capital, such as payroll and benefits, to perform these services. Additionally, customer experience expenses include costs associated with maintaining and growing our Future Astronaut community, as well as hospitality, medical, safety, security, training, and facility costs that are for the benefit of our astronauts. Additionally, depreciation and amortization expense are presented separately instead of included in selling, general, and administrative or research and development expenses. These reclassifications had no impact on total loss as previously reported. |
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, 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. |
Convertible Senior Notes | Convertible Senior Notes On January 1, 2022, the Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which removes from GAAP the liability and equity separation model for convertible instruments with either cash or beneficial conversion features. As a result, convertible debt instruments would only be separated into multiple components if they were issued at a substantial premium or if embedded derivatives requiring bifurcation were identified. The convertible senior notes (the "2027 Notes") were not issued at a substantial premium, and the Company analyzed the provisions of the notes and did not identify any material embedded features which would require bifurcation from the host debt. As such, the notes are accounted for entirely as a liability net of unamortized issuance costs. The carrying amount of the liability is classified as long-term as the instrument does not mature within one year of the balance sheet date and the holder is not permitted to demand repayment of the principal within one year of the balance sheet date. However, if conditions to convertibility are met as described further in Note 11 |
Capped Call Transactions | Capped Call Transactions In connection with the pricing of our 2027 Notes, the Company entered into capped call transactions with respect to its common stock (the "2027 Capped Calls"). The 2027 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2027 Notes. The Company's capped call transactions are accounted for as separate transactions from the 2027 Notes and are classified as equity instruments as a reduction to additional paid-in capital in the condensed consolidated balance sheets. The instruments are initially recorded at fair value and not subsequently remeasured so long as they continue to qualify for equity classification. The capped call transactions have the effect of reducing the number of shares outstanding if exercised. Therefore, the capped call transactions are anti-dilutive and not included in the calculation of diluted shares outstanding for the purposes of diluted net loss per share. See Note 11 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on the 2027 Capped Calls. |
Other Summary Of Significant Accounting Policies | Other Summary of Significant Accounting PoliciesThere 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 Annual Report on Form 10-K.The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K. Interim results are not necessarily indicative of the results for a full year. |
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”). See Note 2 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on recently adopted accounting pronouncements. |
Cash, Restricted Cash, Cash E_2
Cash, Restricted Cash, Cash Equivalents and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Marketable Securities | The amortized cost, unrealized loss and estimated fair value of the Company's cash equivalents and marketable securities as of June 30, 2022 and December 31, 2021 were as follows: As of June 30, 2022 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents Cash and restricted cash $ 71,797 $ — $ 71,797 Money market 206,870 — 206,870 Certificate of deposits 91,397 — 91,397 Marketable securities US treasuries 209,596 (345) 209,251 Corporate debt securities 552,541 (9,299) 543,242 Total cash, cash equivalents and marketable securities $ 1,132,201 $ (9,644) $ 1,122,557 As of December 31, 2021 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents Cash and restricted cash $ 55,592 $ — $ 55,592 Money market 402,889 — 402,889 Certificate of deposits 91,549 — 91,549 Marketable securities Corporate debt securities 382,884 (2,003) 380,881 Total cash, cash equivalents and marketable securities $ 932,914 $ (2,003) $ 930,911 |
Schedule of Contractual Maturities | The following table presents the contractual maturities of the Company's marketable securities as of June 30, 2022: As of June 30, 2022 Amortized Cost Estimated Fair Value (In thousands) Matures within one year $ 592,992 $ 587,716 Matures between one to two years 169,145 164,776 Total $ 762,137 $ 752,492 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of June 30, 2022 and December 31, 2021, inventory is comprised of the following: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Raw materials $ 24,651 $ 21,127 Spare parts 9,153 8,541 Total inventory $ 33,804 $ 29,668 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | As of June 30, 2022 and December 31, 2021, property, plant, and equipment, net consisted of the following: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Land $ 401 $ — Buildings 9,117 9,117 Leasehold improvements 29,306 29,155 Aircraft 195 195 Machinery and equipment 39,718 37,002 IT software and equipment 26,719 23,523 Construction in progress 3,816 2,901 109,272 101,893 Less accumulated depreciation and amortization (60,089) (54,395) Property, plant, and equipment, net $ 49,183 $ 47,498 The following table sets forth the summary of depreciation and amortization expense for property, plant and equipment, net: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (In thousands) Customer experience $ — $ — $ — $ — Selling, general, and administrative 1,667 1,284 3,266 2,558 Research and development 1,248 1,587 2,502 3,182 $ 2,915 $ 2,871 $ 5,767 $ 5,740 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 2022 2021 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 2,092 $ 1,254 Short-term lease expense — 8 Finance Lease Cost: Amortization of right-of-use assets 29 35 Interest on lease liabilities 4 7 Total finance lease cost 33 42 Variable lease cost 2,106 1,372 Total lease cost $ 4,231 $ 2,676 Six Months Ended 2022 2021 (Unaudited and in thousands) Lease Cost: Operating lease expense $ 4,069 $ 2,514 Short-term lease expense — 20 Finance Lease Cost: Amortization of right-of-use assets 58 69 Interest on lease liabilities 9 14 Total finance lease cost 67 83 Variable lease cost 3,316 2,710 Total lease cost $ 7,452 $ 5,327 The components of supplemental cash flow information related to leases for the period are as follows: Six Months Ended June 30, 2022 2021 (In thousands, except term and rate data) Cash flow information: Operating cash flows for operating leases $ 5,087 $ 2,712 Operating cash flows for finance leases $ 9 $ 14 Financing cash flows for finance leases $ 66 $ 69 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 4,924 $ 501 Finance Leases $ — $ 19 Other Information: Weighted average remaining lease term: Operating leases (in years) 11.18 12.37 Finance leases (in years) 1.71 2.49 Weighted average discount rates: Operating leases 11.68 % 11.65 % Finance leases 8.12 % 8.26 % |
Summary of Balance Sheet Information | The supplemental balance sheet information related to leases for the period is as follows: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Operating leases Long-term right-of-use assets $ 38,776 $ 35,486 Short-term operating lease liabilities $ 2,384 $ 2,204 Long-term operating lease liabilities 43,509 39,965 Total operating lease liabilities $ 45,893 $ 42,169 |
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 June 30, 2022 are as follows: Operating Leases Finance Leases (In thousands) 2022 (for the remaining period) $ 3,580 $ 62 2023 7,079 106 2024 7,357 30 2025 7,282 — 2026 7,386 — Thereafter 52,274 — Total lease payments $ 84,958 $ 198 Less: Imputed interest/present value discount $ (39,065) $ (13) Present value of lease liabilities $ 45,893 $ 185 |
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 June 30, 2022 are as follows: Operating Leases Finance Leases (In thousands) 2022 (for the remaining period) $ 3,580 $ 62 2023 7,079 106 2024 7,357 30 2025 7,282 — 2026 7,386 — Thereafter 52,274 — Total lease payments $ 84,958 $ 198 Less: Imputed interest/present value discount $ (39,065) $ (13) Present value of lease liabilities $ 45,893 $ 185 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | A summary of the components of accrued liabilities are as follows: As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Accrued payroll $ 3,447 $ 4,214 Accrued vacation 6,218 5,372 Accrued bonus 10,433 12,218 Accrued interest expense 4,781 — Other accrued expenses 11,828 6,983 Total accrued expenses $ 36,707 $ 28,787 |
Commercial Loan (Tables)
Commercial Loan (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of June 30, 2022 December 31, 2021 (Unaudited) (In thousands) Commercial loan $ 310 $ 310 Less: Current portion (310) (310) Non-current portion $ — $ — |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Debt [Abstract] | |
Convertible Debt | The 2027 Notes, net consisted of the following (in thousands): As of June 30, 2022 (Unaudited) Principal $ 425,000 Less: unamortized debt issuance costs (10,437) Net carrying amount $ 414,563 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents net loss per share and related information: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands, except for share and per share data) Basic and diluted: Net loss $ (110,721) $ (94,040) $ (203,778) $ (223,734) Weighted average shares of common stock outstanding 258,589,270 240,733,497 258,439,051 238,774,515 Basic and diluted net loss per share $ (0.43) $ (0.39) $ (0.79) $ (0.94) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive were as follows (in thousands): As of June 30, 2022 2021 Issued and outstanding stock options 4,156 5,194 Issued and outstanding performance stock options 406 — Unvested restricted stock units issued and outstanding 4,488 4,018 Unvested performance stock units issued and outstanding 367 85 Shares related to the 2027 Notes (1) 33,234 — Warrants to purchase shares of common stock — 8,000 42,651 17,297 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Weighted Average Assumptions | The fair values of these stock options were estimated using a Black-Scholes model with the following assumptions: 2022 Expected life (in years) (1) 6.11 Expected volatility (2) 69.0 % Risk free interest rate (3) 2.19 % Dividend yield (4) — % (1) The expected life is the period of time that participants are expected to hold their options before exercised using the "simplified method" as described in Staff Accounting Bulletin No. 107. (2) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (3) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. 2022 Expected exercise behavior (1) 75.0 % Expected Volatility (2) 58.0 % Risk free interest rate (3) 2.19 % Dividend yield (4) — % (1) PSOs are expected to be exercised after 75% of the period between the vest date and the end of the contractual term has lapsed. (2) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (3) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. (4) The Company does not currently pay dividends nor has announced plans to begin paying dividends. 2022 Expected volatility (1) 95.0 % Risk free interest rate (2) 2.13 % Dividend yield (3) — % (1) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (2) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. (3) The Company does not currently pay dividends nor has announced plans to begin paying dividends. |
Schedule of Options Outstanding | The following table sets forth the summary of options activity for the six month ended June 30, 2022 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) Weighted Average Grant Date Fair Value ($) Options outstanding at December 31, 2021 4,253,767 $ 14.09 7.60 6,187 — Granted 303,030 7.99 4.95 Exercised (4,182) 11.79 Forfeited options (396,160) 18.21 Options outstanding at June 30, 2022 4,156,455 $ 13.26 7.06 — — Options exercisable at June 30, 2022 2,182,805 $ 12.99 6.67 — — (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. The following table sets forth the summary of PSO activity 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) Weighted Average Grant Date Fair Value ($) PSOs outstanding at December 31, 2021 — $ — 0.00 — Granted 405,680 8.99 4.93 Exercised — — Forfeited options — — PSOs outstanding at June 30, 2022 405,680 $ 8.99 9.71 — PSOs exercisable at s June 30, 2022 — $ — 0.00 — (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 six months ended June 30, 2022 under the 2019 Plan (dollars in thousands except per share data): Shares Weighted Average Fair Value Outstanding at December 31, 2021 2,396,732 $ 27.89 Granted 3,215,868 8.75 Vested (846,876) 21.36 Forfeited (278,134) 18.59 Outstanding at June 30, 2022 4,487,590 $ 21.91 |
Schedule of Performance Stock Unit Activity | The following table sets forth the summary of PSUs activity under the 2019 Plan (dollars in thousands except per share data): Shares Weighted Average Fair Value PSUs outstanding at December 31, 2021 89,839 $ 26.47 Granted 277,552 14.62 Forfeited — — PSUs outstanding at June 30, 2022 367,391 $ 18.19 |
Summary of Stock Option and RSU Expense | Stock-based compensation expense was recorded in the following expense categories in the condensed consolidated statements of operations and comprehensive loss : Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Stock option and PSO expense Selling, general and administrative 2,192 1,870 3,917 10,856 Research and development 731 825 1,416 1,668 Total stock option and PSO expense 2,923 2,695 5,333 12,524 RSU and PSU expense Selling, general and administrative 6,458 8,556 12,025 17,609 Research and development 2,702 3,172 5,620 6,402 Total RSU and PSU expense 9,160 11,728 17,645 24,011 Total stock-based compensation expense $ 12,083 $ 14,423 $ 22,978 $ 36,535 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
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 June 30, 2022 and December 31, 2021 at fair value on a recurring basis: Fair Value Measurements as of June 30, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market $ 206,870 $ — $ — $ 206,870 Certificate of deposit 91,397 — — 91,397 US treasuries 209,251 — — 209,251 Corporate debt securities — 543,242 — 543,242 Total assets at fair value $ 507,518 $ 543,242 $ — $ 1,050,760 Liabilities: 2027 Notes $ — $ — $ 271,201 $ 271,201 Total liabilities at fair value $ — $ — $ 271,201 $ 271,201 The estimated fair value of the 2027 Notes were determined based on the quoted bid prices of the 2027 Notes in an over-the-counter market on the last trading day of the reporting period. Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money Market $ 402,889 $ — $ — $ 402,889 Certificate of Deposit 91,549 — — 91,549 Corporate debt securities — 380,881 — 380,881 Total assets at fair value $ 494,438 $ 380,881 $ — $ 875,319 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Six Months Ended June 30, 2022 2021 (in thousands) Supplemental disclosure Cash payments and refunds for: Income tax refund $ 10 $ — Income tax paid (53) (58) $ (43) $ (58) Schedule for noncash investing activities: Unpaid property, plant, and equipment received $ 1,343 $ 270 $ 1,343 $ 270 Schedule for noncash financing activities: Issuance of common stock "cashless" warrants exercised $ — $ 104,176 Issuance of common stock through restricted stock units vested 7,440 27,320 Unpaid deferred transaction costs — 250 $ 7,440 $ 131,746 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Royalty payable, as a percentage of revenue | 1% | 1% | |||
Royalty payable, quarterly amount | $ 40 | $ 40 | |||
Sponsorship royalties payable, as a percentage of revenue | 25% | 25% | |||
Affiliated Entity | License and royalty fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from related party | $ 40 | $ 40 | $ 80 | $ 80 | |
Subsidiary of Common Parent | |||||
Related Party Transaction [Line Items] | |||||
Related party receivable | 47 | 47 | $ 43 | ||
Subsidiary of Common Parent | Allocation of corporate expenses | |||||
Related Party Transaction [Line Items] | |||||
Transaction amounts from related party | $ 34 | $ 31 | $ 34 | $ 71 |
Cash, Restricted Cash, Cash E_3
Cash, Restricted Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Cash and cash equivalents, amortized cost | $ 370,064,000 | $ 564,655,000 | $ 370,064,000 | $ 564,655,000 | $ 550,030,000 | $ 678,955,000 |
Marketable securities amortized cost | 762,137,000 | 762,137,000 | ||||
Total cash, cash equivalents and marketable securities, amortized cost | 1,132,201,000 | 1,132,201,000 | ||||
Gross Unrealized Losses | (9,644,000) | (9,644,000) | ||||
Marketable securities, fair value | 752,492,000 | 752,492,000 | ||||
Total assets at fair value | 1,122,557,000 | 1,122,557,000 | ||||
Interest receivable | 3,600,000 | 3,600,000 | 2,300,000 | |||
Amortization expense for marketable securities | 1,800,000 | 0 | 4,000,000 | 0 | ||
Material gross realized gains and losses | 0 | $ 0 | 100,000 | $ 0 | ||
US treasuries | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Marketable securities amortized cost | 209,596,000 | 209,596,000 | 382,884,000 | |||
Gross Unrealized Losses | (345,000) | (345,000) | (2,003,000) | |||
Marketable securities, fair value | 209,251,000 | 209,251,000 | 380,881,000 | |||
Corporate debt securities | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Marketable securities amortized cost | 552,541,000 | 552,541,000 | ||||
Total cash, cash equivalents and marketable securities, amortized cost | 932,914,000 | |||||
Gross Unrealized Losses | (9,299,000) | (9,299,000) | (2,003,000) | |||
Marketable securities, fair value | 543,242,000 | 543,242,000 | ||||
Total assets at fair value | 930,911,000 | |||||
Cash and restricted cash | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Cash and cash equivalents, amortized cost | 71,797,000 | 71,797,000 | 55,592,000 | |||
Cash and cash equivalents, fair value | 71,797,000 | 71,797,000 | 55,592,000 | |||
Money market | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Cash and cash equivalents, amortized cost | 206,870,000 | 206,870,000 | 402,889,000 | |||
Cash and cash equivalents, fair value | 206,870,000 | 206,870,000 | 402,889,000 | |||
Certificate of deposits | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Cash and cash equivalents, amortized cost | 91,397,000 | 91,397,000 | 91,549,000 | |||
Cash and cash equivalents, fair value | $ 91,397,000 | $ 91,397,000 | $ 91,549,000 |
Cash, Restricted Cash, Cash E_4
Cash, Restricted Cash, Cash Equivalents and Marketable Securities - Contractual Maturities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Amortized Cost | |
Matures within one year | $ 592,992 |
Matures between one to two years | 169,145 |
Total | 762,137 |
Estimated Fair Value | |
Matures within one year | 587,716 |
Matures between one to two years | 164,776 |
Total | $ 752,492 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 24,651 | $ 21,127 |
Spare parts | 9,153 | 8,541 |
Total inventory | $ 33,804 | $ 29,668 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | ||||
Inventory write-down | $ 0 | $ 0 | $ 0 | $ 0 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net (Schedule of Property, Plant, and Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 109,272 | $ 101,893 |
Less accumulated depreciation and amortization | (60,089) | (54,395) |
Property, plant, and equipment, net | 49,183 | 47,498 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 401 | 0 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 9,117 | 9,117 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 29,306 | 29,155 |
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 | 39,718 | 37,002 |
IT software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 26,719 | 23,523 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 3,816 | $ 2,901 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net (Depreciation and Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 2,915 | $ 2,871 | $ 5,767 | $ 5,740 |
Customer experience | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Selling, general, and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | 1,667 | 1,284 | 3,266 | 2,558 |
Research and development | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,248 | $ 1,587 | $ 2,502 | $ 3,182 |
Leases (Lease Cost) (Details)
Leases (Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 2,092 | $ 1,254 | $ 4,069 | $ 2,514 |
Short-term lease expense | 0 | 8 | 0 | 20 |
Finance Lease Cost: | ||||
Amortization of right-of-use assets | 29 | 35 | 58 | 69 |
Interest on lease liabilities | 4 | 7 | 9 | 14 |
Total finance lease cost | 33 | 42 | 67 | 83 |
Variable lease cost | 2,106 | 1,372 | 3,316 | 2,710 |
Total lease cost | $ 4,231 | $ 2,676 | $ 7,452 | $ 5,327 |
Leases (Cash Flow Information)
Leases (Cash Flow Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating cash flows for operating leases | $ 5,087 | $ 2,712 |
Operating cash flows for finance leases | 9 | 14 |
Financing cash flows for finance leases | 66 | 69 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 4,924 | 501 |
Finance Leases | $ 0 | $ 19 |
Weighted average remaining lease term: | ||
Operating leases (in years) | 11 years 2 months 4 days | 12 years 4 months 13 days |
Finance leases (in years) | 1 year 8 months 15 days | 2 years 5 months 26 days |
Weighted average discount rates: | ||
Operating leases | 11.68% | 11.65% |
Finance leases | 8.12% | 8.26% |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Long-term right-of-use assets | $ 38,776 | $ 35,486 |
Short-term operating lease liabilities | 2,384 | 2,204 |
Long-term operating lease liabilities | 43,509 | 39,965 |
Total operating lease liabilities | $ 45,893 | $ 42,169 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | Jun. 30, 2022 |
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 | Jun. 30, 2022 USD ($) |
Operating Leases | |
2022 (for the remaining period) | $ 3,580 |
2023 | 7,079 |
2024 | 7,357 |
2025 | 7,282 |
2026 | 7,386 |
Thereafter | 52,274 |
Total lease payments | 84,958 |
Imputed interest/present value discount | (39,065) |
Present value of lease liabilities | 45,893 |
Finance Leases | |
2022 (for the remaining period) | 62 |
2023 | 106 |
2024 | 30 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments | 198 |
Imputed interest/present value discount | (13) |
Present value of lease liabilities | $ 185 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 3,447 | $ 4,214 |
Accrued vacation | 6,218 | 5,372 |
Accrued bonus | 10,433 | 12,218 |
Accrued interest expense | 4,781 | 0 |
Other accrued expenses | 11,828 | 6,983 |
Total accrued expenses | $ 36,707 | $ 28,787 |
Commercial Loan (Schedule of De
Commercial Loan (Schedule of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 18, 2020 |
Debt Instrument [Line Items] | |||
Less: Current portion | $ (310) | $ (310) | |
Non-current portion | 0 | 0 | |
Commercial loan | Commercial loan | |||
Debt Instrument [Line Items] | |||
Total debt | $ 310 | $ 310 | $ 900 |
Commercial Loan (Narrative) (De
Commercial Loan (Narrative) (Details) - Commercial loan - Commercial loan $ in Thousands | 27 Months Ended | |||
Oct. 01, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 18, 2020 USD ($) installment | |
Debt Instrument [Line Items] | ||||
Commercial loan | $ 310 | $ 310 | $ 900 | |
Number of installments | installment | 3 | |||
Interest rate | 0% | |||
Forecast | ||||
Debt Instrument [Line Items] | ||||
Annual payment | $ 300 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||||
Jan. 19, 2022 USD ($) day $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares | |
Line of Credit Facility [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Interest expense | $ 3,157,000 | $ 6,000 | $ 5,631,000 | $ 13,000 | ||
Amortization of debt issuance costs | 841,000 | $ 0 | ||||
Call Option | ||||||
Line of Credit Facility [Line Items] | ||||||
Capped call option to purchase common shares (in shares) | shares | 33 | |||||
Call option price per share (in dollars per share) | $ / shares | $ 12.79 | |||||
Derivative, cap price (in dollars per share) | $ / shares | $ 20.06 | |||||
Premium over share price, percentage | 100% | |||||
Derivative, notional amount | $ 52,300,000 | |||||
2027 Notes | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal amount | $ 425,000,000 | |||||
Interest rate | 2.50% | |||||
Conversion ratio | 0.0781968 | |||||
Conversion price (in dollars per share) | $ / shares | $ 12.79 | |||||
Debt instrument, convertible, threshold trading days | day | 20 | |||||
Threshold percentage of stock price trigger | 130% | |||||
Accrued interest expense | 4,800,000 | 4,800,000 | ||||
Interest expense | 3,200,000 | 5,600,000 | ||||
Amortization of debt issuance costs | $ 400,000 | $ 800,000 | ||||
2027 Notes | Convertible Debt | Debt Conversion Option One | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, convertible, threshold trading days | day | 20 | |||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||||
Threshold percentage of stock price trigger | 130% | |||||
2027 Notes | Convertible Debt | Debt Conversion Option Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, convertible, threshold trading days | day | 5 | |||||
Debt instrument, convertible, threshold consecutive trading days | day | 10 | |||||
Threshold percentage of stock price trigger | 98% |
Convertible Senior Notes - 2027
Convertible Senior Notes - 2027 Notes (Details) - 2027 Notes - Convertible Debt $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 425,000 |
Less: unamortized debt issuance costs | (10,437) |
Total debt | $ 414,563 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 23 | $ 6 | $ 48 | $ 49 |
Effective income tax rate | 0% | 0% | 0% | 0% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jul. 16, 2021 | Jul. 12, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 19, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||||
Change in fair value of warrants | $ 0 | $ 20,363 | $ 0 | $ 69,082 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
At The Market Offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Stock sold, aggregate consideration | $ 500,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Sale of stock gross proceeds | $ 500,000 | |||||||
Stock issuance costs | $ 6,200 | |||||||
Stock sold (in shares) | 13,740,433 | |||||||
Public Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants (in shares) | 0 | 0 | 0 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic and diluted: | ||||
Net loss | $ (110,721) | $ (94,040) | $ (203,778) | $ (223,734) |
Weighted average common shares outstanding - basic (in shares) | 258,589,270 | 240,733,497 | 258,439,051 | 238,774,515 |
Weighted average common share outstanding - diluted (in shares) | 258,589,270 | 240,733,497 | 258,439,051 | 238,774,515 |
Basic net loss per share (in dollars per share) | $ (0.43) | $ (0.39) | $ (0.79) | $ (0.94) |
Diluted net loss per share (in dollars per share) | $ (0.43) | $ (0.39) | $ (0.79) | $ (0.94) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential effect of warrants to purchase stock (in shares) | 42,651 | 17,297 |
Stock option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential effect of warrants to purchase stock (in shares) | 4,156 | 5,194 |
Performance stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential effect of warrants to purchase stock (in shares) | 406 | 0 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential effect of warrants to purchase stock (in shares) | 4,488 | 4,018 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential effect of warrants to purchase stock (in shares) | 367 | 85 |
Convertible Debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential effect of warrants to purchase stock (in shares) | 33,234 | 0 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential effect of warrants to purchase stock (in shares) | 0 | 8,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) day | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ 20.3 |
Stock option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Unrecognized compensation cost, period for recognition | 1 year 10 months 24 days |
Stock option | 2019 Stock Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Performance stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Vesting percentage | 75% |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Unrecognized compensation cost, period for recognition | 2 years 9 months 18 days |
Unrecognized stock-based compensation expense, excluding options | $ 93.8 |
Restricted stock units | Tranche one | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Restricted stock units | Tranche two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Restricted stock units | Tranche three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Restricted stock units | Tranche four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Consecutive trading days | day | 20 |
Performance Shares | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Performance Shares | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 200% |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Stock option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 6 years 1 month 9 days |
Expected volatility | 69% |
Risk free interest rate | 2.19% |
Dividend yield | 0% |
Vesting percentage | 25% |
Performance stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected exercise behavior | 75% |
Expected volatility | 58% |
Risk free interest rate | 2.19% |
Dividend yield | 0% |
Vesting percentage | 75% |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 95% |
Risk free interest rate | 2.13% |
Dividend yield | 0% |
Stock-Based Compensation (2019
Stock-Based Compensation (2019 Stock Plan Activity) (Details) - 2019 Stock Plan - Stock option - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 4,253,767 | |
Granted (in shares) | 303,030 | |
Exercised (in shares) | (4,182) | |
Forfeited options (in shares) | (396,160) | |
Ending balance (in shares) | 4,156,455 | 4,253,767 |
Options exercisable (in shares) | 2,182,805 | |
Weighted Average Exercise Price | ||
Weighted-average exercise price, beginning (in dollars per share) | $ 14.09 | |
Granted (in dollars per share) | 7.99 | |
Exercised (in dollars per share) | 11.79 | |
Forfeited options (in dollars per share) | 18.21 | |
Weighted-average exercise price, ending (in dollars per share) | 13.26 | $ 14.09 |
Options exercisable (in dollars per share) | $ 12.99 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding, weighted average contractual term | 7 years 21 days | 7 years 7 months 6 days |
Options exercisable, weighted average contractual term | 6 years 8 months 1 day | |
Options outstanding, aggregate intrinsic value | $ 0 | $ 6,187 |
Options exercisable, aggregate intrinsic value | $ 0 | |
Weighted Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 4.95 |
Stock-Based Compensation (PSO A
Stock-Based Compensation (PSO Activity) (Details) - Performance stock options - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 405,680 | |
Exercised (in shares) | 0 | |
Forfeited options (in shares) | 0 | |
Ending balance (in shares) | 405,680 | 0 |
PSOs exercisable (in shares) | 0 | |
Weighted Average Exercise Price | ||
Weighted-average exercise price, beginning (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 8.99 | |
Exercised (in dollars per share) | 0 | |
Forfeited options (in dollars per share) | 0 | |
Weighted-average exercise price, ending (in dollars per share) | 8.99 | $ 0 |
PSOs exercisable (in dollars per share) | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average contractual term | 9 years 8 months 15 days | 0 years |
PSOs exercisable, weighted average contractual term | 0 years | |
PSOs outstanding, aggregate intrinsic value | $ 0 | $ 0 |
PSOs exercisable, aggregate intrinsic value | $ 0 | |
Weighted Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 4.93 |
Stock-Based Compensation (RSU A
Stock-Based Compensation (RSU Activity) (Details) - Restricted stock units | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 2,396,732 |
Granted (in shares) | shares | 3,215,868 |
Vested (in shares) | shares | (846,876) |
Forfeited (in shares) | shares | (278,134) |
Outstanding, ending balance (in shares) | shares | 4,487,590 |
Weighted Average Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 27.89 |
Granted (in dollars per share) | $ / shares | 8.75 |
Vested (in dollars per share) | $ / shares | 21.36 |
Forfeited (in dollars per share) | $ / shares | 18.59 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 21.91 |
Stock-Based Compensation (PSU A
Stock-Based Compensation (PSU Activity) (Details) - Performance Shares | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 89,839 |
Granted (in shares) | shares | 277,552 |
Forfeited (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 367,391 |
Weighted Average Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 26.47 |
Granted (in dollars per share) | $ / shares | 14.62 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 18.19 |
Stock-Based Compensation (Compe
Stock-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 12,083 | $ 14,423 | $ 22,978 | $ 36,535 |
Stock option | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,923 | 2,695 | 5,333 | 12,524 |
Stock option | Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,192 | 1,870 | 3,917 | 10,856 |
Stock option | Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 731 | 825 | 1,416 | 1,668 |
RSU and PSU | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 9,160 | 11,728 | 17,645 | 24,011 |
RSU and PSU | Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 6,458 | 8,556 | 12,025 | 17,609 |
RSU and PSU | Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,702 | $ 3,172 | $ 5,620 | $ 6,402 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Values) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | $ 752,492 | |
Total assets at fair value | 1,122,557 | |
US treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 209,251 | $ 380,881 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 543,242 | |
Total assets at fair value | 930,911 | |
Money market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 206,870 | 402,889 |
Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 91,397 | 91,549 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 1,050,760 | 875,319 |
Total liabilities at fair value | 271,201 | |
Fair Value, Recurring | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 271,201 | |
Fair Value, Recurring | US treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 209,251 | |
Fair Value, Recurring | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 543,242 | |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 507,518 | 494,438 |
Total liabilities at fair value | 0 | |
Fair Value, Recurring | Level 1 | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 0 | |
Fair Value, Recurring | Level 1 | US treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 209,251 | |
Fair Value, Recurring | Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 0 | |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 543,242 | 380,881 |
Total liabilities at fair value | 0 | |
Fair Value, Recurring | Level 2 | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 0 | |
Fair Value, Recurring | Level 2 | US treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 0 | |
Fair Value, Recurring | Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 543,242 | |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Total liabilities at fair value | 271,201 | |
Fair Value, Recurring | Level 3 | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 271,201 | |
Fair Value, Recurring | Level 3 | US treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 0 | |
Fair Value, Recurring | Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value | 0 | |
Fair Value, Recurring | Money market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 206,870 | 402,889 |
Fair Value, Recurring | Money market | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 206,870 | 402,889 |
Fair Value, Recurring | Money market | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Money market | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 91,397 | 91,549 |
Fair Value, Recurring | Certificate of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 91,397 | 91,549 |
Fair Value, Recurring | Certificate of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Certificate of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 0 | 0 |
Fair Value, Recurring | Cash equivalents | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 380,881 | |
Fair Value, Recurring | Cash equivalents | Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | |
Fair Value, Recurring | Cash equivalents | Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 380,881 | |
Fair Value, Recurring | Cash equivalents | Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - shareholder | Mar. 01, 2022 | Feb. 21, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of shareholders | 2 | 2 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Defined contributions | $ 1.1 | $ 1.5 | $ 2.6 | $ 2.6 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash payments and refunds for: | ||
Income tax refund | $ 10 | $ 0 |
Income tax paid | (53) | (58) |
Income tax paid, net | (43) | (58) |
Schedule for noncash investing activities: | ||
Unpaid property, plant, and equipment received | 1,343 | 270 |
Schedule for noncash financing activities: | ||
Issuance of common stock "cashless" warrants exercised | 0 | 104,176 |
Issuance of common stock through restricted stock units vested | 7,440 | 27,320 |
Unpaid deferred transaction costs | 0 | 250 |
Noncash financing activities | $ 7,440 | $ 131,746 |
Subsequent Event (Details)
Subsequent Event (Details) - Arizona - Subsequent Event $ in Millions | Jul. 14, 2022 USD ($) ft² lease_option building |
Subsequent Event [Line Items] | |
Area of real estate property | ft² | 151,096 |
Number of real estate property | building | 2 |
Initial term (in years) | 10 years |
Operating lease expense, annual | $ | $ 3 |
Number of lease option | lease_option | 4 |
Operating lease, renewal term | 5 years |