Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40267 | ||
Entity Registrant Name | Virgin Orbit Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1576914 | ||
Entity Address, Address Line One | 4022 E. Conant St. | ||
Entity Address, City or Town | Long Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90808 | ||
City Area Code | 562 | ||
Local Phone Number | 388-4400 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 393.7 | ||
Entity Common Stock, Shares Outstanding | 334,919,914 | ||
Entity Central Index Key | 0001843388 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common stock, $0.0001 par value per share | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | VORB | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase common stock, | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock, | ||
Trading Symbol | VORBW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 194,154 | $ 22,433 |
Restricted cash | 828 | 4,353 |
Accounts receivable, net | 2,080 | 3,358 |
Contract assets | 3,077 | 0 |
Inventory | 33,927 | 66 |
Prepaid expenses | 4,712 | 6,421 |
Total current assets | 238,778 | 36,631 |
Property, plant and equipment, net | 61,425 | 49,103 |
Right-of-use assets | 14,685 | 14,466 |
Investments | 13,498 | 0 |
Other noncurrent assets | 3,354 | 403 |
Total assets | 331,740 | 100,603 |
Current liabilities | ||
Accounts payable | 10,334 | 3,303 |
Current portion of lease obligation | 1,642 | 1,154 |
Accrued liabilities | 23,790 | 18,419 |
Deferred revenue | 12,150 | 4,119 |
Due to related party | 42 | 117 |
Total current liabilities | 47,958 | 27,112 |
Lease obligation, net of current portion | 14,078 | 14,179 |
Deferred revenue, net of current portion | 28,991 | 23,520 |
Long-term debt due to Parent Company | 0 | 235,108 |
Public and private placement warrant liabilities | 20,188 | 0 |
Provision for contract losses and other long-term liabilities | 7,555 | 306 |
Total liabilities | 118,770 | 300,225 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 334,919,914 and 0 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 34 | 27 |
Additional paid-in capital | 1,033,393 | 463,380 |
Accumulated deficit | (820,454) | (663,163) |
Accumulated other comprehensive (loss) income | (3) | 134 |
Total stockholders’ equity (deficit) | 212,970 | (199,622) |
Total liabilities and stockholders’ equity (deficit) | $ 331,740 | $ 100,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000,000 | 25,000,000,000 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,000,000,000,000 | 2,000,000,000,000 |
Common stock, shares, issued (in shares) | 334,919,914,000 | 0 |
Common stock, shares, outstanding (in shares) | 334,919,914,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 7,385 | $ 3,840 |
Cost of revenue | 37,872 | 3,168 |
Gross profit | (30,487) | 672 |
Selling, general and administrative expenses | 92,796 | 43,003 |
Research and development expenses | 48,079 | 137,135 |
Operating loss | (171,362) | (179,466) |
Other income (expense): | ||
Change in fair value of equity investments | 6,792 | 0 |
Change in fair value of liability classified warrants | 3,749 | 0 |
Interest expense, net | (24) | (4,852) |
Other income, net | 3,560 | 62,671 |
Total other income (expense), net: | 14,077 | 57,819 |
Loss before income taxes | (157,285) | (121,647) |
Provision for income taxes | 6 | 5 |
Net loss | (157,291) | (121,652) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 137 | (93) |
Total comprehensive loss | $ (157,154) | $ (121,745) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.55) | $ (0.50) |
Diluted (in dollars per share) | $ (0.55) | $ (0.50) |
Weighted average shares outstanding | ||
Basic (in shares) | 287,527,234 | 244,163,821 |
Diluted (in shares) | 287,527,234 | 244,163,821 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated other comprehensive loss | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2019 | 221,829,175 | ||||
Balance at Dec. 31, 2019 | $ (113,120) | $ 22 | $ 428,328 | $ 41 | $ (541,511) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (121,652) | (121,652) | |||
Stock-based compensation | 3,154 | 3,154 | |||
Exercise of stock options (in shares) | 108,456 | ||||
Exercise of stock options | 409 | 409 | |||
Advances to stock option holders | (18) | (18) | |||
Other comprehensive loss | 93 | 93 | |||
Parent Company contributions (in shares) | 44,681,954 | ||||
Parent Company contributions | 150,000 | $ 5 | 149,995 | ||
Parent Company distributions | (118,488) | (118,488) | |||
Balance (in shares) at Dec. 31, 2020 | 266,619,585 | ||||
Balance at Dec. 31, 2020 | (199,622) | $ 27 | 463,380 | 134 | (663,163) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (157,291) | (157,291) | |||
Stock-based compensation | $ 10,621 | 10,621 | |||
Exercise of stock options (in shares) | 745,000 | 963,790 | |||
Exercise of stock options | $ 2,807 | 2,807 | |||
Advances to stock option holders | 18 | 18 | |||
Other comprehensive loss | (137) | $ 0 | (137) | ||
Parent Company contributions (in shares) | 35,737,509 | ||||
Parent Company contributions | 169,140 | $ 3 | 169,137 | ||
Conversion of long-term debt due to Parent Company to Parent Company non-cash contributions | 235,108 | 235,108 | |||
Reverse recapitalization, net of transaction costs (in shares) | 31,599,030 | ||||
Reverse recapitalization, net of transaction costs | 152,326 | $ 4 | 152,322 | ||
Balance (in shares) at Dec. 31, 2021 | 334,919,914 | ||||
Balance at Dec. 31, 2021 | $ 212,970 | $ 34 | $ 1,033,393 | $ (3) | $ (820,454) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Cash flows from operating activities | ||
Net loss | $ (157,291) | $ (121,652) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 14,433 | 13,975 |
Stock-based compensation | 10,621 | 3,154 |
Inventory write-down | 4,078 | 0 |
Non-cash interest on long-term debt, due to Parent Company | 0 | 4,831 |
Non-cash investment in Sky and Space | (1,706) | 0 |
Change in fair value of equity investments | (6,792) | 0 |
Change in fair value of liability classified warrants | (3,749) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,278 | (1,351) |
Contract assets | (3,077) | 0 |
Inventory | (37,940) | (66) |
Prepaid expenses | (1,259) | 320 |
Other noncurrent assets | (32) | (82) |
Due (to) from related party, net | (75) | 898 |
Accounts payable | 6,639 | (480) |
Other long-term liabilities | 2,142 | (472) |
Accrued liabilities | 5,326 | 5,921 |
Deferred revenue | 13,502 | (48,090) |
Other, net | (95) | 78 |
Net cash used in operating activities | (153,997) | (143,016) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (25,280) | (13,337) |
Purchase of investment in Arqit | (5,000) | 0 |
Proceeds from sale of property and equipment | 0 | 39 |
Net cash used in investing activities | (30,280) | (13,298) |
Cash flows from financing activities: | ||
Payments of finance lease obligations | (257) | (243) |
Proceeds from the exercise of stock options | 2,807 | 409 |
Advances to stock option holders | 18 | (18) |
Parent Company contributions | 169,139 | 150,000 |
Parent Company distributions | 0 | (118,488) |
Cash proceeds from the Transactions, net of redemptions | 200,102 | 0 |
Payment of transaction costs related to the Transactions | (19,336) | 0 |
Net cash provided by financing activities | 352,473 | 31,660 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 168,196 | (124,654) |
Cash and cash equivalents and restricted cash at the beginning of the period | 26,786 | 151,440 |
Cash and cash equivalents and restricted cash at the end of the period | 194,982 | 26,786 |
Cash and cash equivalents | 194,154 | 22,433 |
Restricted cash | 828 | 4,353 |
Cash and cash equivalents and restricted cash | 194,982 | 26,786 |
Schedule for non-cash investing activities and financing activities | ||
Conversion of long-term debt due to Parent Company to Parent Company non-cash contributions | 235,108 | 0 |
Unpaid property, plant and equipment received | $ 121 | $ 26 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Virgin Orbit Holdings, Inc. (“Virgin Orbit”) and with its wholly owned subsidiaries, the “Company,” “we,” “us” or “our”) are focused on the development, manufacture and related technologies of rockets for the purpose of conducting mission launch operations to place payloads into orbit. The Company is a vertically integrated aerospace company pioneering commercial space orbital air pad launch solutions for small satellites across various industries including government, research and education. The development and manufacturing activities are located in Long Beach, California, with a testing facility in Mojave, California. We successfully completed three orbital launches in 2021 and early 2022 out of Mojave, California, and we have delivered 26 satellites to their desired orbits with high precision. The Company plans to conduct future commercial launches out of Guam and Cornwall. The Business Combination On August 22, 2021, NextGen Acquisition Corp. II (“NextGen”) via Pulsar Merger Sub, Inc. (“Pulsar Merger Sub”) and Vieco USA entered into a merger agreement (the “Merger Agreement”) to contemplate Pulsar Merger Sub merged with and into Vieco USA, with Vieco USA surviving the merger as a wholly owned subsidiary of NextGen (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). On December 28, 2021, in anticipation for the Transactions, VO Holdings merged with and into Vieco USA, with Vieco USA surviving the merger. (the “Pre-Closing Restructuring”). Pursuant to the Pre-Closing Restructuring, (i) all shares of common stock of Vieco USA held by the Parent Company immediately prior to such merger were cancelled in exchange for a number of shares of Vieco USA common stock equal to the number of shares of VO Holdings common stock held by Vieco USA immediately prior to such merger, (ii) the VO Holdings common stock held by all other stockholders of VO Holdings. On December 29, 2021, the Transactions were consummated and (the “Transaction Close” or “Closing”) and NextGen changed its name from NextGen Acquisition Corp. II to Virgin Orbit Holdings, Inc. Upon the Closing, holders of all issued and outstanding Vieco USA common stock received a total of 303,320,884 shares of common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio issued and outstanding as of the Closing and all holders of issued and outstanding Vieco USA options received options to purchase shares of Virgin Orbit (“Virgin Orbit Options”), covering 10,704,645 shares of common stock after giving effect to the exchange ratio of approximately 1.250301 (the “Exchange Ratio”), based on the following events contemplated by the Merger Agreement: • the surrender and exchange of all 100 issued and outstanding shares of Vieco USA common stock and 242,423,615 shares of VO Holdings common stock into an equal amount of Vieco USA common stock shares; • the vesting and settlement of 290,689 granted and outstanding VO Holdings stock appreciation rights (“SARs”) with 218,584 shares of Vieco USA common stock for which the performance condition was deemed satisfied upon the merger of VO Holdings with and into Vieco USA occurred prior to the Closing; • the surrender and exchange of all issued and outstanding shares of Vieco USA common stock into 303,320,884 shares of common stock as adjusted by the Exchange Ratio; and • the cancellation and exchange of all 8,658,565 granted and outstanding vested and unvested Vieco USA Options into 10,704,645 Virgin Orbit Options exercisable for shares of common stock with the same terms and vesting conditions except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio. In addition, the following events occurred as part of the Transactions: • the sale and issuance of 10,000,000 shares of common stock at a purchase price of $10.00 per share for an aggregate purchase price of $100.0 million pursuant to the Subscription Agreements entered in connection with the PIPE Investment; • the sale and issuance of 6,020,000 shares of common stock, of which 5,820,000 shares were issued to Virgin Group, pursuant to the Additional Equity Amount, and 200,000 shares were issued to the co-chairmen of NextGen, at a price of $10.00 per share for a total purchase price of $60.0 million, in order to satisfy the Minimum Cash Condition included in the Merger Agreement; • the forfeiture of 765,000 Class B ordinary shares beneficially held by NextGen Sponsor prior to the Closing; • the effectiveness of transfer restrictions and contingent forfeiture provisions of 1,319,980 Class B ordinary shares (the “Sponsor Earnback Shares”) and 1,015,190 private placement warrants (the “Sponsor Earnback Warrants”, and together with the Sponsor Earnback Shares, “Sponsor Earnback Securities”) beneficially held by NextGen Sponsor II LLC (“NextGen Sponsor”) until the earnback triggering events occur when Virgin Orbit’s stock price exceeded certain predetermined levels in the post-Closing period pursuant to a letter agreement (the “Sponsor Agreement”). See Note 13 - Stockholders' Equity (Deficit) – Sponsor Earnback Securities for more information; and • payments of $27.9 million for NextGen’s transaction costs and of $314.8 million for the redemption of NextGen’s 31,480,291 Class A ordinary shares at approximately $10.00 per share from NextGen’s trust account. Immediately after giving effect to the Transactions, the following were outstanding: • 334,919,914 shares of Virgin Orbit common stock, consisting of (a) 303,320,884 shares issued to holders of all issued and outstanding Vieco USA common stock (b) 6,020,000 shares issued to the Parent Company and NextGen (b) 6,779,166 shares issued to the holders of NextGen’s Class A ordinary shares, which reflects the redemptions of 31,480,291 Class A ordinary shares with respect to the holders who exercised their redemption rights, (c) 8,799,864 shares issued to the holders of NextGen’s Class B ordinary shares, and (d) 10,000,000 shares issued in the PIPE Investment; • public warrants to purchase 7,651,891 shares of Virgin Orbit common stock at an exercise price of $11.50 per share issued upon conversion of the outstanding NextGen warrants prior to the Business Combination; • private placement warrants to purchase 6,767,927 shares of Virgin Orbit common stock at an exercise price of $11.50 per share issued upon conversion of the outstanding NextGen warrants prior to the Business Combination; • warrants to purchase 500,000 shares of Virgin Orbit common stock at an exercise price of $10.00 per share issued to a third-party investor of the PIPE Investment; and • options to purchase 10,704,645 shares of Virgin Orbit common stock Vieco USA Options at an exercise price ranging from $4.03 - $5.51 per share, prior to the Business Combination. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the year ended December 31, 2021: Cash proceeds from the Transactions, net of redemptions $ 200,102 Less: Payment of transaction costs related to the Transactions (19,336) Net cash proceeds from the Transactions 180,766 Less: Capitalized and paid Virgin Orbit transaction costs (393) Allocation to assumed public and private warrant liabilities from NextGen (23,937) Allocation to assumed accrued expenses from NextGen (45) Transaction costs related to concession launch service to Third-Party PIPE Investor (4,065) Reverse recapitalization, net of transaction costs $ 152,326 The Business Combination was accounted for as a reverse recapitalization in accordance with ASC 805, Business Combinations . Under this method of accounting, NextGen was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Virgin Orbit represented a continuation of the financial statements of Vieco USA with the Business Combination treated as the equivalent of Vieco USA issuing shares for the net assets of NextGen, accompanied by a recapitalization. The net assets of NextGen are stated historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Vieco USA in future reports of Virgin Orbit. This determination was primarily based on the following: • Vieco USA stockholders in aggregate have a relative majority of the voting power of Virgin Orbit; • The board of directors of Virgin Orbit (the “Virgin Orbit Board”) has seven members, and Vieco USA stockholders have the right to nominate the majority of the Virgin Orbit Board; • Vieco USA’s’s senior management continues to hold the senior management roles of Virgin Orbit and is responsible for the day-to-day operations; • Virgin Orbit assumed Vieco USA’s name of business; and • The intended strategy and operations of Virgin Orbit will continue Vieco USA’s strategy and operations to develop small satellite launch solutions. In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing to reflect the number of shares of Virgin Orbit’s common stock, $0.0001 par value per share, issued to Virgin Orbit’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Vieco USA common stock Vieco USA Options prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio. Virgin Orbit common stock and warrants commenced trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “VORB” and “VORBW,” respectively, on December 29, 2021. Liquidity and Going Concern Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt was raised about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues to provide sufficient cash flows to enable the Company to finance its operations internally. The Company has incurred net operating losses and had an accumulated deficit of $820.5 million as of December 31, 2021. The Company’s cash and cash equivalents was $194.2 million and $22.4 million as of December 31, 2021 and December 31, 2020, respectively, and has not generated positive cash flows from operations. However, through further evaluation of our strategic business plan, we identified conditions and events that alleviated substantial doubt about the Company’s ability to continue as a going concern. In addition to the $180.8 million the Company received in net cash proceeds from the reverse recapitalization on December 29, 2021, management plans to reduce or delay our expenditures and increase ownership equity through a Standby Equity Purchase Agreement (“SEPA”). This agreement will give us the right, from time to time, at our option to sell to the Investor up to $250.0 million of our common stock, subject to certain conditions and limitations set forth in the Purchase Agreement. Global Pandemic On March 11, 2020, the World Health Organization characterized the outbreak of the coronavirus disease (“COVID-19”) as a global pandemic and recommended containment and mitigation measures. Since then, extraordinary actions have been taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world. These actions include travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Consistent with the actions taken by governmental authorities, including California and District of Columbia, where most of the Company’s workforce is located, the Company has taken steps to protect our workforce and support community efforts. As part of these efforts, and in accordance with applicable government directives, the Company initially reduced and then temporarily suspended on-site operations for one week at our facilities in Long Beach, California in late March 2020. Starting late March 2020, approximately two-thirds of the Company’s workforce and contractors were able to complete their duties from home. As government authorities had classified the Company’s business as part of the nation’s critical infrastructure, the remaining one-third of the Company’s workforce was able to resume on-site operations, under revised operational and manufacturing plans that conform to the latest COVID-19 health precautions. This includes universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular and thorough disinfecting of surfaces and tools, and regular testing of the Company’s employees and contractors for COVID-19 on a regular basis. The COVID-19 pandemic and the continuing precautionary measures taken have adversely impacted the Company’s operational efficiency and caused delays in operational activities. The ongoing impact will depend on the duration of the pandemic, which is being mitigated by advances in the treatment of the disease, prevention efforts including vaccines, broad government measures to contain the spread of the virus, and related government stimulus measures. However, should the Company experience sustained impact from the pandemic, additional actions such as cost reduction measures, may need to be implemented. As of the date of the issuance of these consolidated financial statements, most of the Company’s employees whose work requires them to be in our facilities are now back on-site, but the Company experienced, and expects to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken related to COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. (b) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. (c) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes 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, useful lives of property, plant and equipment, net, leases, income taxes including deferred tax assets and liabilities and impairment valuation, assumptions included in the valuation of the stock-based awards, assumptions included in the valuation of the Company’s common stock, and contingencies. (d) Cash Equivalents The Company's cash consists of cash on hand. We consider all highly liquid investments with an original maturity of three months or less, when acquired, to be cash equivalents. (e) Restricted Cash Restricted cash includes any cash deposits received from customers, that are contractually restricted for operational use until the launch service is provided or the deposits are refunded. (f) Accounts Receivable Accounts receivable are recorded at their net realizable value. The Company’s estimate for expected credit losses for outstanding accounts receivable are based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and the establishment of specific reserves for customers in an adverse financial condition. Adjustments are made based upon the Company’s expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables. The Company also considers current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The Company reassesses the adequacy of estimated credit losses each reporting period. There was no allowance for uncollectible amounts and no write-offs as of and for the years ended December 31, 2021 and 2020. The Company does not have any off-balance sheet credit exposure related to its customers. (g) Prepayments Prepayments consist of prepaid rent, prepaid insurance, prepaid medical insurance, prepaid workers compensation and other general supplier prepayments. (h) Inventory As of December 31, 2020, inventory consisted entirely of spare parts from bridge ventilators the Company built to help in the fight against the COVID-19 pandemic. Given the Company’s raw materials and work in process used for the production of the Company’s rockets did not have alternative use and technological feasibility had not yet been attained as of December 31, 2020, materials, labor and overhead costs used for the production of the Company’s rockets were recorded to research and development expenses. On January 18, 2021, the Company determined technological feasibility was reached given this was the Company’s first successful delivery of a customer payload into orbit. The Company began capitalizing the raw materials, labor, and overhead costs for the production of the Company’s rockets during the year ended December 31, 2021 within inventory. Inventory is stated at the lower of cost or net realizable value. Since technological feasibility has been achieved, the determination of net realizable of long-term contract costs is based upon quarterly contract reviews that determine an estimate of costs to be incurred to complete all contract requirements. When actual contract costs and the estimate to complete exceed total estimated contract revenues, a loss provision will be recorded. If events or changes in circumstances indicate that the utility of inventory has diminished through damage, deterioration, obsolescence, changes in price or other causes, a loss is recognized in the period in which it occurs. The Company determines the cost of inventory by using the average cost method and consumes inventory on a first-in first-out basis. (i) Property, Plant and Equipment, Net Property, plant and equipment, net, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Depreciation on property, plant and equipment is calculated on a straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter period of the estimated useful life or lease term. The estimated useful lives for each class of property, plant and equipment are as follows: Leasehold improvements Shorter of the estimated useful life or lease term Machinery and equipment 5 to 7 years Aircraft 15 years IT software and equipment 3 to 5 years The Company incurs repairs and maintenance costs on major equipment, which is expensed as incurred. Assets disposed of or retired are removed from cost and accumulated depreciation accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss. (j) Leases The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Leases are recorded in the balance sheet as right-of-use assets (“ROU assets”) and operating and finance lease obligations. ROU assets represent the Company’s right to use the underlying assets for the lease terms and lease obligations represent the Company’s obligations to make lease payments arising from the leases. ROU assets and lease obligations are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. When the discount rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Because the Company does not generally borrow on a collateralized basis, the Company used incremental borrowing rates determined by a third-party valuation firm based on market yields for the respective lease terms. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and lease obligations. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Amortization of finance lease assets is recognized over the lease term as operating expenses based on the nature of the leased asset. Interest expense on finance lease liabilities is recognized over the lease term in interest expense. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less after considering renewal terms (“short-term leases”). The Company accounts for lease and non-lease components separately. (k) Capitalized Software The Company capitalizes certain costs associated with the development or purchase of internal-use software. The amounts capitalized are included in property, plant and equipment, net on the consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the resulting software, which approximates 3 years. (l) Long-Lived Assets Long-lived assets consist of property, plant and equipment, net and ROU assets and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset to its carrying amount. The Company assesses impairment for asset groups, which represent a combination of assets that produce distinguishable cash flows. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company has not recorded any impairment charges during the years presented. Depreciation on property, plant and equipment is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter period of the estimated useful life or lease term. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining depreciation period. (m) Other Noncurrent Assets Other noncurrent assets consist primarily of security deposits related to operating lease facilities. (n) Comprehensive Loss Comprehensive loss represents all changes in equity other than transactions with owners. The Company’s comprehensive loss consists of net loss and foreign currency translation adjustments. (o) Revenue The Company recognizes revenue when control of the promised goods and services is transferred to our customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company’s launch service revenue contracts have been fixed-price contracts. To the extent actual costs vary from the cost upon which the price was negotiated, the Company will generate variable levels of profit or could incur a loss. For promised goods, revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Launch Services Small satellite launch operations revenue is recognized for providing customer launch services. The Company’s launch service contracts generally consisting of multiple launches with each launch being allocated a fixed price and identified as distinct performance obligations. Revenue for each launch service is recognized at a point in time when the performance obligation is complete, which is typically at the point of launch. When the Company determines it is probable that costs to provide the services stipulated by the launch services agreement will exceed the allocated fixed price for each launch, the Company records a provision for the contract loss. Contract losses are recorded at the contract level and are recognized when known. To the extent the contract loss provision is less than the accumulated costs to fulfill the contracts, the Company records the provision net of inventory and net of contract assets in the consolidated balance sheets. Launch service revenue was $6.0 million and $0 for the years ended December 31, 2021 and 2020, respectively. Of the launch service revenue for the year ended December 31, 2021, $4.6 million was related to a single customer. Engineering Services Engineering services revenue contracts obligate the Company to provide primarily research and studies services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the “as-invoiced” practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer. Engineering services revenue was $1.4 million and $2.0 million for the years ended December 31, 2021 and 2020, respectively. Contract Balances Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. The Company records accounts receivable when it has an unconditional right to consideration. Contract assets are classified as current if the invoice will be delivered to the customer within the succeeding 12-month period with the remaining recorded as long-term. In addition, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. The Company began capitalizing contract costs associated with specific launch services contracts with customers as the Company determined technological feasibility was reached upon the Company’s successful demo launch in January 2021. As of December 31, 2021, the Company recorded $3.1 million of contract assets in the consolidated balance sheets. The Company has not incurred incremental costs for obtaining our contracts with customers. Contract liabilities primarily relate to small satellite launch operations and are recorded when cash payments are received or due in advance of performance. Cash payments for small satellite launch services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as non-current deferred revenue following the Company’s delivery of the conditions of carriage to the customer and execution of an informed consent. Non-current deferred revenue was $29.0 million and $23.5 million as of December 31, 2021 and December 31, 2020, respectively. Current deferred revenue was $12.2 million and $4.1 million as of December 31, 2021 and December 31, 2020, respectively. Payment terms vary by customer and type of revenue contract. The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the consolidated balance sheets at the end of each reporting period. Remaining Performance Obligations Remaining performance obligations are committed and represent non-cancellable contracted revenue that has not yet been recognized and will be recognized as revenue in future periods. Some contracts allow customers to cancel the contracts without a significant penalty if the Company’s launches are delayed beyond a specified period or if the Company does not achieve certain milestones, and the cancellable amount of contract value is not included in the remaining performance obligations. As of December 31, 2021, the Company has six launch services and three engineering services revenue contracts for which it expects to transfer all remaining performance obligations to the customer by the fiscal year ending December 31, 2024 and December 31, 2022, respectively. The Company does not disclose information about remaining performance obligations for (a) contracts with an original expected length of one year or less, (b) revenues recognized at the amount at which it has the right to invoice for services performed, or (c) variable consideration allocated to wholly unsatisfied performance obligations. The remaining performance obligations of the three launch services and two engineering services revenue contracts met these exemptions. (p) Cost of Revenue Cost of revenue related to launch services, engineering services and bridge ventilators consists of expenses related to materials and human capital, such as payroll and benefits. As the Company determined technological feasibility was reached upon the Company’s successful demo launch in January 2021, the Company began capitalizing costs for the production of the Company’s rockets for the year ended December 31, 2021, and has subsequently charged to cost of revenue the cost for rocket manufacturing including materials, labor and related mission launch costs including fuel, payroll and benefits for our launch and flight operations as well as the depreciation of the Company’s uniquely portable and reusable launch stage, Cosmic Girl (“Cosmic Girl”), facilities and equipment and other allocated overhead expenses. The costs of revenue were $37.9 million and $3.2 million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the depreciation expense of Cosmic Girl was charged to selling, general and administrative expense upon reaching technological feasibility and the portion attributed during the launch campaign was charged to cost of revenue. (q) Selling, General and Administrative Selling, general and administrative expenses consist of personnel-related expenses related to general corporate functions, primarily including executive management and administration, finance and accounting, legal, business development, and government affairs, as well as certain allocated costs. Personnel-related expenses primarily include salaries and benefits. Allocated costs include costs related to information technology, facilities, human resources and safety. Personnel-related expenses also include allocated sustaining activities relating to launch operations and production processes support, including required launch system maintenance, updates and documentation. (r) Research and Development The Company conducts research and development activities to develop existing and future technologies that advance our LauncherOne rocket systems for small satellite launch services towards commercialization. Research and development activities include basic research, applied research, concept formulation studies, design, development, and related test program activities. Costs incurred for developing our rockets primarily include equipment, material, and labor. Costs incurred for performing test flights primarily include rocket engines and fuel. Research and development costs also include rent, maintenance, and depreciation of Cosmic Girl, facilities and equipment and other allocated overhead expenses. Upon reaching technological feasibility, the cost for the rocket manufacturing including materials, labor and related mission launch costs including fuel, payroll and benefits for our launch and flight operations as well as the depreciation of Cosmic Girl, will no longer be charged to research and development. The Company expensed all research and development costs as incurred of $48.1 million and $137.1 million for the years ended December 31, 2021 and 2020, respectively. (s) Other Income, net Other income, net consists of income that are not related to the Company’s primary operations, including interest income and miscellaneous non-operating items, such as income recognized from non-refundable deposits as a result of customer contract terminations, employee store merchandising and legal settlements . (t) Investments Investments in which the Company has no significant influence (generally less than a 20% ownership interest) or does not have the ability to exercise significant influence are accounted as financial assets. Equity securities with readily determinable fair market value are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains and losses on investments in equity securities are included in change in fair value of equity investments in the consolidated statement of operations and comprehensive loss. Refer to Note 16 — Investments in Noncontrolled Entity . (u) Fair value of financial instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. (v) Warrant Liability The Company accounts for the warrants assumed in connection with the Business Combination in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging —Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations and comprehensive loss. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASU”). Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As an emerging growth company, the Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of another public company which is not an emerging growth company or an emerging growth which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Issued Accounting Standard Updates Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260) , Debt-Modifications and Extinguishments (Subtopic 470-50) , Compensation-Stock Compensation (Topic 718) , and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarified and reduced diversity in an issuer's accounting for modifications of exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. The Company is currently assessing the potential impact of ASU 2021-04 to our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to fair value measurement for revenue contracts acquired in business combinations. This update is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and all other entities for fiscal years beginning after December 15, 2023. The Company is currently assessing the potential impact of ASU 2021-08 to our consolidated financial statements. Adopted Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. The Company removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intra-period tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The changes are effective for annual periods beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which removes references to various FASB Concepts Statements, situates all disclosure guidance in the appropriate disclosure section of the Codification, and makes other improvements and technical corrections to the Codification that are not expected to have a significant effect on current accounting practice. The changes are effective for annual periods beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company’s consolidated financial statements and related disclosures. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASU”). Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As an emerging growth company, the Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of another public company which is not an emerging growth company or an emerging growth which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Issued Accounting Standard Updates Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260) , Debt-Modifications and Extinguishments (Subtopic 470-50) , Compensation-Stock Compensation (Topic 718) , and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarified and reduced diversity in an issuer's accounting for modifications of exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. The Company is currently assessing the potential impact of ASU 2021-04 to our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to fair value measurement for revenue contracts acquired in business combinations. This update is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and all other entities for fiscal years beginning after December 15, 2023. The Company is currently assessing the potential impact of ASU 2021-08 to our consolidated financial statements. Adopted Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. The Company removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intra-period tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The changes are effective for annual periods beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which removes references to various FASB Concepts Statements, situates all disclosure guidance in the appropriate disclosure section of the Codification, and makes other improvements and technical corrections to the Codification that are not expected to have a significant effect on current accounting practice. The changes are effective for annual periods beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company’s consolidated financial statements and related disclosures. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company licenses our brand name from certain entities affiliated with Virgin Enterprise Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Parent Company. Under the trademark license agreement (“TMLA”), the Company has the exclusive and non-exclusive rights to use the brand name “Virgin Orbit” and the Virgin signature logo. The TMLA was amended and restated and novated to Virgin Orbit in order for us to continue to have these certain rights to the “Virgin Orbit” name and brand and the Virgin signature logo following consummation of the Business Combination. Pursuant to the terms of the TMLA, we are obligated to pay VEL quarterly royalties equal to the greater of (a) 1% of revenue or (b)(i) $375 thousand for each of the first four quarters after our commercial launch. For the year ended December 31, 2021, royalties payable for the fourth quarter was $72 thousand, which includes a prorated fee from the Amended TMLA of $12 thousand. Based on the original TMLA, royalties payable for the use of license were the greater of 1% of revenue or $60 thousand per quarter, after the Company’s first commercial launch, Tubular Bells, Part One, in June 2021. Prior to the date of the Company’s first commercial launch, royalties payable for the use of license was the greater of 1% of revenue or $20 thousand per quarter. On October 16, 2019, the Company withdrew $104.2 million from the RLF the Company entered with the Parent Company (refer to Note 9 — Long-Term Debt ) and distributed the amount to VGH to finance the operations of VGH. VGH was not obligated to repay the outstanding principal and accrued unpaid interest related to the amount withdrawn. As such, the amount has been reflected in the consolidated balance sheets as a distribution to related party within additional paid-in capital, a component of stockholders’ equity (deficit), as December 31, 2020. On October 25, 2019, the Company entered into a transition services agreement (“TSA”) with VGH primarily for certain operating and administrative services that expires in October 2021. VGH provided pilot utilization services, finance and accounting services and insurance advisory services to the Company. The Company provides propulsion engineering services, tank design support services, tank manufacturing services, and office space access and usage services, as well as business development and regulatory affairs services to VGH. Costs incurred for the TSA are not material for the years ended December 31, 2021 and December 31, 2020, respectively. In addition to the TSA, the Company records direct charges from VGH for other general administrative expenses. There were $91 thousand reimbursements for the year ended December 31, 2021 and $214 thousand charges for the year ended December 31, 2020, which were recorded as a reduction of selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company has a payable of $42 thousand and $117 thousand as of December 31, 2021 and December 31, 2020, respectively, due to VGH. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets Money market $ 154,630 $ — $ — Investments 13,498 $ — $ — Total assets at fair value $ 168,128 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 10,713 $ — $ — Derivative warrant liabilities - Private placement warrants — — 9,475 Total liabilities at fair value $ 10,713 $ — $ 9,475 Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of our investments. The Company’s warrant liability as of December 31, 2021 includes public and private placement warrants that were originally issued by NextGen and assumed by the Company as part of the Closing of the Business Combination (the “Public Warrants” and “Private Warrants,” respectively, or together, the “Public and Private Warrants”). The Public and Private Warrants are recorded on the balance sheet at fair value. The carrying amount is subject to remeasurement at each balance sheet date. With each remeasurement, the carrying amount will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations and comprehensive loss. The Public Warrants are publicly-traded under the symbol “VORBW”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. For periods where no observable traded price is available, the fair value of the Private Placement Warrants has been estimated using a Monte-Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public and Private Placement Warrants based on an iterative approach to recalculate the implied volatility using a Monte-Carlo simulation model from the historical traded prices of the warrants. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public and Private Placement Warrants, commencing on the later of: (i) 30 days after the Closing or (ii) twelve months from the date of the closing of NextGen’s initial public offering. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. The change in the fair value of the private warrant liabilities, measured using Level 3 inputs, for the period from the Transaction Close through December 31, 2021 is summarized as follows: Private placement warrant liabilities at Transaction Close $ 11,235 Change in fair value of derivative warrant liabilities (1,760) Private placement warrant liabilities at December 31, 2021 $ 9,475 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of December 31, 2021, inventory is comprised of raw materials, labor, and overhead costs incurred for the production of the Company’s rockets and bridge ventilator spare parts. As of December 31, 2020, inventory was comprised entirely of bridge ventilator spare parts given technological feasibility was not reached until January 2021. Inventory consists of the following as of December 31, 2021 and December 31, 2020: As of December 31, December 31, (In thousands) Raw materials $ 18,890 $ 66 Work in process $ 27,123 — Inventories, gross $ 46,013 66 Provision for contract losses $ (11,626) — Reserve for inventory excess and obsolescence $ (460) — Inventory $ 33,927 $ 66 For the year ended December 31, 2021, the Company determined inventory related to certain near-term rocket builds was not recoverable. As a result, the Company recognized an expense of $4.1 million to write-down inventory to our estimated net realizable value. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following as of December 31, 2021 and December 31, 2020: As of December 31, December 31, (In thousands) Leasehold improvements $ 23,501 $ 20,769 Machinery and equipment 59,358 50,285 Aircraft 8,000 8,000 IT software and equipment 22,397 20,190 Construction in progress 23,167 11,898 136,423 111,142 Less: accumulated depreciation and amortization (74,998) (62,039) Property, plant and equipment, net $ 61,425 $ 49,103 Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended December 31, 2021 2020 (In thousands) Cost of revenue $ 556 $ — Research and development, net 1,348 9,333 Selling, general and administrative 10,385 2,855 Total depreciation expense $ 12,289 $ 12,188 The Company’s capitalized software totaled $0.8 million and $0.9 million, net of accumulated amortization of $7.4 million and $6.7 million, as of December 31, 2021 and December 31, 2020, respectively. No amortization expense is recorded until the software is ready for its intended use. For the years ended December 31, 2021 and 2020, amortization expense related to capitalized software was $0.7 million and $1.0 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases out offices and other facilities and certain manufacturing and office equipment under long-term, non-cancelable operating and finance leases. Some leases include options to purchase, terminate, or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Company does not recognize ROU assets and lease obligations for short-term leases. On May 1, 2021, the Company signed an agreement to lease certain commercial space in Guam for a monthly rent of $37 thousand with two months free rent, and fourteen-month term from June 1, 2021 to July 31, 2022, with options to extend for an additional three one-year periods. The lease agreement was entered based on plans to operate in Guam as an additional spaceport for satellite launch services. As of December 31, 2021, the Company recorded $1.5 million of ROU asset and lease obligation related to this warehouse lease in Guam. The components of lease expense related to leases for the period are as follows: Years Ended December 31, 2021 2020 (In thousands) Lease Cost: Operating lease expense $ 2,952 $ 2,735 Short-term lease expense 3,625 3,358 Finance lease cost: Amortization of right-of-use assets $ 259 $ 237 Interest on lease obligations 24 21 Total finance lease cost 283 258 Total lease cost $ 6,860 $ 6,351 The components of supplemental cash flow information related to leases for the period are as follows: Years Ended December 31, 2021 2020 (In thousands) Cash flow information: Cash paid for amounts included in the measurement of lease obligations for the year ended: Operating cash flows for operating leases $ 2,787 $ 2,273 Operating cash flows for finance leases 24 21 Financing cash flows for finance leases 257 243 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,632 $ — Finance leases 53 139 Other information: Weighted average remaining lease term: Operating leases (in years) 8 9 Finance leases (in years) 1 2 Weighted average discount rates: Operating leases 11.0 % 11.8 % Finance leases 6.4 % 5.1 % The supplemental balance sheet information related to leases for the period is as follows: As of December 31, December 31, (In thousands) Finance leases Long-term right-of-use assets $ 252 $ 457 Short-term finance lease liabilities $ 258 $ 253 Long-term finance lease liabilities 79 286 Total finance lease liabilities $ 337 $ 539 Operating leases Long-term right-of-use assets $ 14,433 $ 14,009 Short-term operating lease liabilities $ 1,384 $ 901 Long-term operating lease liabilities 13,999 13,893 Total operating lease liabilities $ 15,383 $ 14,794 |
Leases | Leases The Company leases out offices and other facilities and certain manufacturing and office equipment under long-term, non-cancelable operating and finance leases. Some leases include options to purchase, terminate, or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Company does not recognize ROU assets and lease obligations for short-term leases. On May 1, 2021, the Company signed an agreement to lease certain commercial space in Guam for a monthly rent of $37 thousand with two months free rent, and fourteen-month term from June 1, 2021 to July 31, 2022, with options to extend for an additional three one-year periods. The lease agreement was entered based on plans to operate in Guam as an additional spaceport for satellite launch services. As of December 31, 2021, the Company recorded $1.5 million of ROU asset and lease obligation related to this warehouse lease in Guam. The components of lease expense related to leases for the period are as follows: Years Ended December 31, 2021 2020 (In thousands) Lease Cost: Operating lease expense $ 2,952 $ 2,735 Short-term lease expense 3,625 3,358 Finance lease cost: Amortization of right-of-use assets $ 259 $ 237 Interest on lease obligations 24 21 Total finance lease cost 283 258 Total lease cost $ 6,860 $ 6,351 The components of supplemental cash flow information related to leases for the period are as follows: Years Ended December 31, 2021 2020 (In thousands) Cash flow information: Cash paid for amounts included in the measurement of lease obligations for the year ended: Operating cash flows for operating leases $ 2,787 $ 2,273 Operating cash flows for finance leases 24 21 Financing cash flows for finance leases 257 243 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,632 $ — Finance leases 53 139 Other information: Weighted average remaining lease term: Operating leases (in years) 8 9 Finance leases (in years) 1 2 Weighted average discount rates: Operating leases 11.0 % 11.8 % Finance leases 6.4 % 5.1 % The supplemental balance sheet information related to leases for the period is as follows: As of December 31, December 31, (In thousands) Finance leases Long-term right-of-use assets $ 252 $ 457 Short-term finance lease liabilities $ 258 $ 253 Long-term finance lease liabilities 79 286 Total finance lease liabilities $ 337 $ 539 Operating leases Long-term right-of-use assets $ 14,433 $ 14,009 Short-term operating lease liabilities $ 1,384 $ 901 Long-term operating lease liabilities 13,999 13,893 Total operating lease liabilities $ 15,383 $ 14,794 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities A summary of the components of Accrued liabilities as of December 31, 2021 and December 31, 2020 is as follows: As of December 31, December 31, (In thousands) Accrued payroll $ 1,490 $ 1,035 Accrued vacation 3,966 3,308 Accrued bonus 8,773 6,568 Other accrued expenses 9,561 7,508 Total accrued liabilities $ 23,790 $ 18,419 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Revolving Loan Facility As of December 31, 2019, the Company signed a $230.0 million Revolving Loan Facility (“RLF”) with the Parent Company. On August 20, 2019, the Company entered into a $200.0 million, nine-year, RLF that bears an annual interest rate of 1.87% or the Applicable Federal Rates provided by the Internal Revenue Service (the “IRS AFRs”) applicable at the date of each draw down. The Company signed an additional ten-year term for $30.0 million RLF on October 16, 2019 with the Parent Company that had an annual interest rate of 1.86% or the IRS AFRs applicable at the date of each draw down, subordinated to the $200.0 million revolving credit facility. The Company had outstanding principal and accrued unpaid interest balances of $235.1 million as of December 31, 2020. The Company recorded interest expense of $4.8 million for the year ended December 31, 2020. No repayments of principal balances or interest accrued have been made under the RLF. Upon the Restructuring, the Parent Company contributed the outstanding principal of and accrued unpaid interest payable under the RLF as a capital contribution to the Company for no consideration or shares issued. As a result, |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Warrants | Warrants The Company’s public and private warrant liabilities as of December 31, 2021 includes public and private placement warrants that were originally issued by NextGen and subsequently assumed by the Company as part of the Closing of the Business Combination. The public and private placement warrants are recorded on the balance sheet at fair value with the carrying amount subject to remeasurement to fair value as of any respective exercise date and as of each subsequent balance sheet date. The change in fair value upon remeasurement is recognized in the Company’s consolidated statements of operations and comprehensive loss. For the period from the Transaction Close through December 31, 2021, the Company recognized a gain of approximately $3.7 million presented as change in fair value of the public and private warrant liabilities on the accompanying statements of operations and comprehensive loss. Public Warrants Each whole warrant entitles the holder to purchase one share of Virgin Orbit common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time after March 25, 2022, except as described below. Pursuant to the warrant agreement, a public warrant holder may exercise the public warrants only for a whole number of shares of common stock. The public warrants will expire five years from completion of the Business Combination (or December 29, 2026), or earlier upon redemption or liquidation. Redemption of warrants when the price per share of common stock equals or exceeds $18.00 . The Company may redeem the public warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the common stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share. Redemption of warrants when the price per share of common stock equals or exceeds $10.00. The Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per public warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; • provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of common stock; and • if, and only if, the Reference Value equals or exceeds $10.00 per share. Private Placement Warrants The private placement warrants are identical to the public warrants, except that the private placement warrants and the common shares issuable upon the exercise of the private placement warrants were not transferable, assignable or salable until 30 days after the Closing, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and be non-redeemable, except as described above under the heading “Redemption of warrants when the price per common share equals or exceeds $10.00,” so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the private placement warrants. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, Exercise price $ 11.50 Stock price $ 8.04 Option term (in years) 5.00 Volatility 33 % Risk-free interest rate 1.26 % Third-Party PIPE Investor Warrant In connection with the Closing of the Business Combination, the Company granted a third-party investor of the PIPE Investment (“Third-Party PIPE Investor”) a warrant to purchase (including via cashless exercise) 500,000 shares of Virgin Orbit common stock at an exercise price of $10.00 per share, which has been classified as equity in accordance with ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging, |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense was $6 thousand and $5 thousand for the years ended December 31, 2021 and 2020, respectively. The effective income tax rate was nil for the years ended December 31, 2021 and 2020. The Company’s 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. (a) Income Taxes For the years ended December 31, 2021 and 2020, loss from continuing operations before taxes consists of the following: 2021 2020 (In thousands) U.S. operations 157,274 $ 121,621 Foreign operations 11 $ 26 Loss before income taxes $ 157,285 $ 121,647 The federal and state income tax provision is summarized as follows for the years ended December 31, 2021 and 2020: 2021 2020 (In thousands) Current Federal $ — $ — State 6 5 Foreign — — Total current tax expense 6 5 Deferred Federal — — State — — Foreign — — Total deferred tax expense — — Total tax expense $ 6 $ 5 Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows: 2021 2020 (In thousands) Deferred tax assets Accrued employee compensation $ 2,736 $ 2,186 NOLs and capital loss carryforwards 108,205 87,623 Credit carryforwards 110,513 114,986 Equity compensation 4,095 3,961 R&D capitalized costs 50,224 44,051 Start-up costs 40,408 43,836 Other 17,232 137 Total deferred tax assets $ 333,413 $ 296,780 Deferred tax liabilities Fixed asset basis $ (668) $ (1,876) Other (8,240) (236) Total deferred tax liabilities $ (8,908) $ (2,112) Valuation allowance $ (324,505) $ (294,668) Net deferred taxes $ — $ — ASU 2019-12, Income Taxes (Topic 740) requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that the Company assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, the Company believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The Company may be subject to the NOL utilization provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. The Company has not completed a Section 382 analysis to determine if a change in ownership has occurred. Until an analysis is completed, there can be no assurance that the existing net operating loss carry-forwards or credits are not subject to significant limitation Net operating losses and tax credit carryforwards as of December 31, 2021 are as follows: Amount Expiration (In thousands) Net operating losses, federal – Expiring $ 106,495 2036-2037 Net operating losses, federal – Indefinite 244,011 Indefinite Net operating losses, state – Expiring $ 495,388 2028-2041 Net operating losses, state – Indefinite 126 Indefinite Net operating losses, foreign $ 11 Indefinite Tax credits, federal 65,076 2025 - 2041 Tax credits, state $ 57,516 Indefinite In the ordinary course of its business the Company incurs costs that, for tax purposes, are determined to be qualified research expenditures within the meaning of IRC §41 and are, therefore, eligible for the Increasing Research Activities credit under IRC §41. For the years ended December 31, 2021 and 2020, the Company utilized the separate return approach for the purpose of presenting the consolidated financial statements, including the tax provisions and the related deferred tax assets and liabilities. The historic operations of the Company reflect a separate return approach for each jurisdiction in which the Company had a presence and the Parent Company filed tax return for the years ended December 31, 2021 and 2020. (b) Tax Rate Reconciliation On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law in the U.S. to provide certain relief as a result of the COVID-19 pandemic. In addition, governments around the world have enacted or implemented various forms of tax relief measures in response to the economic conditions in the wake of COVID-19. As of December 31, 2021, neither the CARES Act nor changes to income tax laws or regulations in other jurisdictions had a significant impact on the Company’s effective tax rate. The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: 2021 2020 (In thousands) Statutory rate $ (33,030) $ (25,518) State taxes, net of federal benefit (4,995) (6,637) Permanent adjustments $ (560) $ 411 Return to provision 10 — Other deferred adjustment $ 5,147 $ (4) General business credits 3,599 (8,803) Change in valuation allowance 29,835 40,556 Income tax expense $ 6 $ 5 Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company records income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future taxable income on a jurisdictional basis, the Company considers the effect of its transfer pricing policies on that income. The Company has placed a full valuation allowance against U.S. federal and state deferred tax assets since the recovery of the assets is uncertain. In accordance with Topic 740 and based on all available evidence, the Company believes that it is more likely than not that its deferred tax assets will not be utilized within their respective carryforward periods and has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased by $29.8 million during the year ended December 31, 2021. The Company assesses on a periodic basis the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income or losses, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. As of December 31, 2021, the Company had federal net operating loss carryforwards of $350.5 million, of which $106.5 million will begin to expire in 2036 and the remainder will carryforward indefinitely. The Company has state net operating losses of $495.5 million, of which $495.4 million will begin to expire in 2028 and the remainder will carryforward indefinitely. In addition, the Company has research and development tax credit carryforwards of $65.1 million for federal income tax purposes and $57.5 million for California tax purposes. The credits are reported net of the uncertain tax benefit. The federal research and development tax credit carryforwards will begin to expire in 2025. The California state research and development tax credit will carry forward indefinitely. The Company’s ability to use its net operating loss carryforwards and federal and state tax credit carryforwards to offset future taxable income and future taxes, respectively, may be subject to restrictions attributable to equity transactions that result in changes in ownership as defined by Internal Revenue Code Section 382. (c) Uncertain Tax Positions The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from federal, state and foreign tax audits. The Company regularly assesses the likely outcomes of these audits in order to determine the appropriateness of the Company’s tax provision. The Company adjusts its uncertain tax positions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular audit. However, income tax audits are inherently unpredictable and there can be no assurance that the Company will accurately predict the outcome of these audits. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in the Provision for taxes and therefore the resolution of one or more of these uncertainties in any particular period could have a material impact on net earnings or cash flows. As of December 31, 2021 and 2020, the Company has total uncertain tax positions of $49.6 million and $31.9 million, respectively. The Company estimates that these liabilities would be reduced by $49.6 million and $31.9 million, respectively, from offsetting tax benefits associated with the correlative effects of net operating losses and other timing adjustments. The net amounts of all years, if not required, would favorably affect the Company’s effective tax rate. No interest or penalties have been recorded related to the uncertain tax positions. 2021 2020 (In thousands) Balance at the beginning of the year $ 31,886 $ 29,448 Increases: For current year’s tax positions 630 2,438 For prior years’ tax position 20,581 — Decreases: For reductions of prior year’s tax positions (3,470) — Gross balance at the end of the year $ 49,627 $ 31,886 It is not expected that there will be a significant change in the Company’s uncertain tax positions in the next 12 months. The Company is subject to U.S. federal and state income taxes as well as to income taxes in multiple state jurisdictions, and various foreign jurisdictions. In the normal course of business, the Company is subject to examination by tax authorities. As of the date of the financial statements, there are no tax examinations in progress. The statute of limitations for tax years ending after and including December 31, 2018, including net operating losses dating back to 2005, are open for federal, state, and foreign tax purposes, respectively. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Common Stock We have authority to issue 2,000,000,000 shares of common stock, par value $0.0001 per share. The designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect to each of our class of capital stock are as follows: Each holder of common stock is entitled to one vote for each share of common stock held by such holder. The holders of common stock are entitled to the payment of dividends when and as declared by the Board in accordance with applicable law and to receive other distributions from the Company. Any dividends declared by the Board to the holders of the then outstanding shares of common stock will be paid to the holders thereof pro rata in accordance with the number of shares of common stock held by each such holder as of the record date of such dividend. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s stockholders will be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of common stock held by each such holder. Preferred Stock We have the authority to issue 25,000,000 shares of preferred stock, par value $0.0001 per share. Our Board of Directors is authorized to determine the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect to each of our class of preferred stock. Sponsor Earnback Securities During the period between the Closing and the five-year anniversary of the Closing, NextGen Sponsor has subjected the 1,319,980 Sponsor Earnback Shares of issued and outstanding common stock and 1,015,190 Sponsor Earnback Warrants of issued and outstanding private placement warrants to transfers restrictions and potential forfeiture to the Company for no consideration until the occurrence of each tranche’s respective earnback triggering event. The 1,319,980 Sponsor Earnback Shares are comprised of two separate tranches of 659,990 shares per tranche and the 1,015,190 Sponsor Earnback Warrants are comprised of two separate tranches of 507,595 warrants per tranche. The earnback triggering events for the two respective tranches of the Sponsor Earnback Securities will be met upon the earlier of (i) the date on which the volume-weighted average trading sale price of one share of our common stock quoted on Nasdaq is greater than or equal to $12.50 and $15.00, respectively, for any 20 trading days within any 30 consecutive trading day period. The earnback triggering events were determined to be indexed to the Company’s common stock. As of December 31, 2021, the earnback triggering events were not satisfied and the Sponsor Earnback Securities remained subject to the transfer restrictions and contingent forfeiture provisions. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company maintains a stock-based compensation plan at Virgin Orbit Holdings, Inc. pursuant to which it has granted stock options to certain eligible service providers. Prior to Closing, Virgin Orbit maintained the 2017 Stock Incentive Plan (the “2017 Plan”) to purchase VO Holdings common stock, which became Virgin Orbit common stock as part of the Business Combination. As part of the consummation of the Business Combination and adoption of the 2021 Plan, the 2017 Plan was terminated and no further awards may be granted thereunder. Upon the consummation of the Business Combination, all outstanding stock options under the 2017 Plan, whether vested or unvested, were converted into options to purchase a number of shares of common stock of Virgin Orbit based on the Exchange Ratio, with a corresponding adjustment to the exercise price such that there was no change to the aggregate exercise price for such outstanding options. The 2017 Plan will continue to govern the outstanding awards granted under this plan. In connection with the Business Combination, we adopted the 2021 Stock Incentive Plan (the “2021 Plan”) in order to facilitate the grant of cash and equity incentives to our directors, employees and consultants of the Company, employees of the Company’s subsidiaries and other eligible consultants and to enable us and certain of our subsidiaries and affiliates to obtain and retain services of these individuals, which is essential to our long-term success. The 2021 Plan became effective on December 28, 2021, the date immediately preceding the consummation of the Business Combination. Stock options related to this 2021 Plan were granted in January 2022 (see Note 19 - Subsequent Event ). Compensation expense is recognized only for those options expected to vest with forfeitures estimated based on historical experience and future expectations and is adjusted for forfeitures in the period they occur. Stock-based compensation awards are amortized on a straight-line basis over the graded vesting period based on continued service. On July 24, 2017, the Company issued 218,584 SARs related to VO Holdings common stock to certain of the Company’s employees whereby two vesting requirements must be satisfied on or before the expiration date in order for the SARs to vest. The two vesting requirements are a time-based service requirement and a performance-based condition that VO Holdings completes an initial public offering (“IPO”) or change in control. As part of the Closing of the Business Combination, the performance condition was met. On December 29, 2021, stock-based compensation expense of $1.4 million was recognized for vesting of the performance-based SARS shares converted to common stock. All outstanding stock appreciation rights related to VO Holdings were cancelled and converted into a number of shares of Vieco USA common stock based on the appreciation value at the time of the merger. The following table includes the activity for all stock options granted: Number of shares (2) Weighted Weighted Aggregate Intrinsic Value (1) (In thousands) (In dollars) (In years) Balances as of December 31, 2020 10,293 $ 3.72 7.84 $ — Granted 1,538 4.17 Exercised (745) 3.79 Forfeited options (651) 3.48 Expired or cancelled options (1,334) 3.86 Balances as of December 31, 2021 9,101 $ 3.78 6.35 $ 35,014 Exercisable as of December 31, 2021 6,324 $ 3.83 5.40 _______________ (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year 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 fiscal year-end date. (2) Shares include time-based options and exclude the CEO milestone awards, totaling 1.6 million shares described below. Stock-based compensation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended 2021 2020 (In thousands) Cost of revenue $ 362 $ — Research and development 541 1,413 Selling, general and administrative 9,718 1,741 $ 10,621 $ 3,154 As of December 31, 2021, and 2020, there was $1.7 million and $4.0 million, respectively, of total unrecognized stock-based compensation related to the unvested stock options granted under the 2017 Stock Incentive Plan. The cost is expected to be recognized over a weighted average term of 2.4 years. The total fair value of shares vested during the years ended December 31, 2021 and 2020 was $7.8 million and $3.2 million, respectively. Under the 2017 and 2021 Plans, stock options generally expire 10 years from the date of grant and are exercisable when the options vest. The options generally vest over four years, the majority of which vest at a rate of 25% on the first anniversary of the grant date, with the 75% remainder vesting ratably each quarter over the next three years, subject to continued employment. Stock-based compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the graded vesting period, using the accelerated attribution method, for each employee stock option expected to vest. We estimate the forfeiture rate based on the historical experience at the date of grant and revises it, if necessary, in subsequent periods if actual forfeitures differ from those estimates. On September 2, 2021, the Company granted 1,132,290 stock options to a former employee of the Company to purchase VO Holdings common stock. The stock option grant was fully vested on the date of issuance and was intended to replace an earlier stock option grant with the same exercise price that had cancelled in 2021. The new stock option was not granted pursuant to the 2017 Stock Incentive Plan and has a mandatory exercise one year anniversary from date of grant. The aggregate grant date fair value of the stock options was estimated to be $4.2 million, which was expensed at the grant date. The aggregate grant date fair value was based on the estimated fair value of the underlying Virgin Orbit common stock using the Black-Scholes option pricing model. CEO Awards Except with respect to the milestone and supplemental milestone awards granted to our CEO, Mr. Hart, described below, Mr. Hart’s stock options vest and become exercisable as to 25% of the underlying shares on the first anniversary of the applicable vesting commencement date, and thereafter as to the remaining 75% of the underlying shares in either (a) six substantially equal installments on each successive six-month anniversary of the vesting commencement date, or (b) twelve substantially equal installments on each successive quarterly anniversary of the applicable vesting commencement date, subject to continued employment through the applicable vesting date. In addition, Mr. Hart’s stock options will vest and become exercisable in full upon a termination of employment without “cause” within 24 months following a “change in control”, each as defined in the 2017 Plan. On November 20, 2017, the Company granted Mr. Hart a milestone award of 757,978 stock options with an estimated grant date fair value approximating $2.1 million. Fifty percent of the stock options vested when we achieved our first commercial launch on June 30, 2021. Additionally, on March 17, 2021, the Company granted our CEO a supplemental milestone award of 845,317 stock option shares with an estimated grant date fair value approximating $2.5 million. On June, 2021, the day Virgin Orbit achieved the first commercial launch, Tubular Bells Part One, 50.0% of the milestone award vested. And on December 31, 2021, the last day of the first calendar year in which the first commercial launch occurred, 33.3% of the supplemental milestone award vested. The remaining 50.0% of the milestone award and the remaining 66.7%of the supplemental milestone award will vest upon Mr. Hart’s continued service through the last day of the first calendar year in which the Company has five successful revenue-generating deployment launches of satellites into their respective intended orbits in such calendar year. Stock Option Valuation The Company uses the Black-Scholes option pricing model to determine the fair value of the awards. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, risk-free interest rate, and expected dividends. The weighted average assumptions used to value the option grants for 2021 and 2020 are as follows: 2021 2020 Expected life (in years) 5.00 - 6.12 5.92 - 6.12 Volatility 60.0% 60.0% Risk-free interest rate 0.60 % - 1.85% 0.39 % - 1.63% Dividend yield — — — — |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents net loss per share and related information: Years Ended 2021 2020 (In thousands, except for per share data) Basic and diluted: Net loss $ (157,291) $ (121,652) Weighted average common shares outstanding 287,527,234 244,163,821 Basic and diluted net loss per share $ (0.55) $ (0.50) Earnings per share calculations for all periods prior to the Business Combination have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Subsequent to the Business Combination, net loss per share is calculated based on the weighted average number of common stock then outstanding. Basic and dilutive net loss per share is computed by dividing the net loss for the period by the weighted average number of common stock outstanding during the period. Basic and diluted net loss per share attributable to common stockholders are presented in conformity with the two-class method required for participating securities. The 1,319,980 Sponsor Earnback Shares are securities that do not contractually entitle the holders of such shares to participate in nonforfeitable dividends and do not contractually obligate the holders of such shares to participate in losses. The consolidated statements of operations and comprehensive loss reflects a net loss for the period presented and, accordingly, no loss amounts have been allocated to the Sponsor Earnback Shares. The Sponsor Earnback Shares have also been excluded from basic and diluted net loss per share attributable to common stockholders as such shares of Virgin Orbit common stock are contingently recallable until the Sponsor Earnback Shares are no longer subject to transfer restrictions and contingent forfeiture provisions upon the satisfaction of the earnback triggering events. As of December 31, 2021 and 2020, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 13,904,628 shares and the potential effect of outstanding Virgin Orbit Options to purchase shares of common stock totaling 10,704,645 shares in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. The 1,015,190 Sponsor Earnback Warrants are excluded as the underlying shares are contingently recallable until the Sponsor Earnback Warrants are no longer subject to transfer restrictions and contingent forfeiture provisions upon the satisfaction of the earnback triggering events. |
Investments in Noncontrolled En
Investments in Noncontrolled Entity | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Noncontrolled Entity | Investments in Noncontrolled Entity Sky and Space Global Limited Investment On October 23, 2020, the Company and Sky and Space Global Limited (“SAS”) entered into a settlement agreement to terminate and mutually release the parties from the launch service agreement dated September 16, 2016. The agreement took effect depending on the successful relisting and IPO of SAS on the Australian Stock Exchange (“ASX”) and any additional requirements from regulators. The settlement agreement also includes a services and reseller agreement, under which the Company will receive a non-refundable fee of AUD 1.0 million per year for its promotion services for three years on a quarterly basis beginning on July 1, 2021 and ending on April 1, 2024, and the Company will pay SAS a fee of AUD 0.1 million for each launch that is resold or referred by SAS. Given the settlement was contingent on events which had not yet occurred as of December 31, 2020, the services and reseller agreement were not recognized in the consolidated financial statements for the year ended December 31, 2020. On February 16, 2021, under the terms of the settlement agreement, the Company was issued 11,000,000 ordinary shares of SAS Parent at AUD 0.20 per share for a total of 2.2 million AUD, or $1.7 million, which represents 14.7% of ownership in SAS Parent. The Company is also entitled to one observer seat on the board of directors of the parent company of SAS Parent so long as the Company maintains its ownership of 1,000,000 ordinary shares of SAS Parent. The Company does not have significant influence or the ability to exercise significant influence or control over SAS Parent. Therefore, the investment is accounted as a financial asset included in non-current asset in the consolidated balance sheets, with unrealized gain or loss and dividends recognized in the consolidated statement of operations and comprehensive loss. The Company has recognized upon issuance of the 11,000,000 ordinary shares of SAS Parent, an unrealized gain of $1.7 million from the initial investment, with an offset of $0.2 million unrealized loss based on SAS’ fair value as of December 31, 2021, which is recorded in other income, net for the year ended December 31, 2021. On April 20, 2021, the Company was issued 7,000,000 fully vested call options with a strike price of AUD 0.40 per share, with settlement of the call options contingent upon the successful relisting and IPO of SAS Parent. As the relisting and IPO has not yet occurred as of December 31, 2021, the issuance of the options was not recognized in the consolidated financial statements. The Company also determined the estimated value of such options was not material. On August 27, 2021, SAS Parent officially discontinued its efforts to be relisted on ASX. On September 8, 2021, the Company amended the services and reseller agreement to remove the condition of SAS Parent to be relisted on ASX resulting in the settlement agreement as well as the services and reseller agreement becoming effective. Accordingly, the $1.2 million deposit from SAS related to the terminated launch service agreement historically recorded in deferred revenue has been released from deferred revenue and recorded as other income, net in the consolidated statements of operations and comprehensive loss. The removal of this condition also relates to the outstanding call options, which as a result of the amendment, can be exercised into shares of SAS Parent regardless of the SAS Parent being relisted on ASX. However, the value of the options are not material for the periods presented. As of December 31, 2021, there were no material changes in the Company’s investment in SAS. Arqit PIPE Investment On May 12, 2021, the Company entered into a binding term sheet (the “Term Sheet”) and a subscription agreement to commit to contribute $5.0 million to Arqit Limited (“Arqit”) in a PIPE transaction (the “Arqit PIPE Investment”) in exchange for 500,000 ordinary shares at $10.00 per share, subject to and contingent upon the closing of a planned merger transaction (the “Arqit Transaction”) between Arqit and Centricus Acquisition Corp., a SPAC unaffiliated with the Company. Upon closing of the Arqit Transaction, Arqit will deliver $5.0 million to the Company as a non-refundable deposit to be applied towards the first satellite launch service to be provided by the Company under a yet to be executed launch service agreement, which will be negotiated within sixty days of the closing of the Arqit Transaction. On September 3, 2021, the Arqit Transaction was consummated, and the Company made the Arqit PIPE Investment, which was recorded as a financial asset in investments in the consolidated balance sheets. Arqit concurrently delivered to the Company $5.0 million non-refundable deposit to be applied towards the first satellite launch service to be provided by the Company under the yet to be executed launch service agreement, which was recorded as deferred revenue in the consolidated balance sheets. The Company and Arqit are currently negotiating the launch service agreement. During the year ended December 31, 2021, the Company recorded an unrealized gain of $6.9 million from the Arqit PIPE Investment in the consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Lease Obligations The Company has several non-cancelable operating leases primarily related to the lease of its manufacturing and testing facilities. These leases generally contain renewal options for periods ranging from 3 to 10 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 the Company recognizes 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 capital lease payments as of December 31, 2021 are as follows: Operating Finance (In thousands) 2022 $ 3,046 $ 258 2023 3,064 81 2024 3,121 18 2025 2,444 — 2026 2,631 — Thereafter 9,647 — Total payments $ 23,953 $ 357 Less: Imputed interest/present value discount (8,570) (20) Present value of lease liabilities $ 15,383 $ 337 (b) Purchase commitments The Company has non-cancelable purchase commitments as of December 31, 2021, primarily related to supply and engineering services providers. The purchase commitments as of December 31, 2021 are as follows: Payments Due by Periods Commitments and obligations Less than 1 – 3 years 3 – 5 years More than Total (In thousands) Purchase commitments $ 20,948 $ 27,500 $ — $ — $ 48,448 Amounts purchased under these arrangements for the years ended December 31, 2021 and 2020 were $1.5 million and $1.7 million, respectively. (c) Litigation and Claims From time to time, the Company is party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company determines 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. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions on a quarterly basis and adjust these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The outcome of legal matters and litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management’s expectations, the Company’s results of operations, and financial condition, including in a particular reporting period, could be materially adversely affected. On June 4, 2019, the Company filed a complaint in the U.S. District Court for the Southern District of New York as OneWeb, one of the Company’s largest customers, cancelled 35 of planned 39 launches. Subsequently on March 27, 2020, OneWeb filed for Chapter 11 Bankruptcy which terminated the entire launch service agreement entered with the Company during its bankruptcy process by September 18, 2020, resulting in a release of performance rights and performance obligations. As of the date of the issuance of these consolidated financial statements, the disposition remains outstanding. For the years ended December 31, 2021 and 2020, there were no other material legal proceedings. (d) Contingencies The Company identified certain contracts where the expected costs to fulfill the contract will be in excess of the estimated transaction price. On October 1, 2017, the Company entered into a launch service agreement with a customer to provide a dedicated primary launch service which would deliver 150 kg of the customer’s payload. Per the terms of the agreement, the dedicated primary launch shall have a firm fixed price of $4.9 million. The Company amended the contract from a dedicated primary launch to secondary rideshare launches, with the $4.9 million firm fixed price allocated across the three launches based on the relative anticipated payload kilogram weight. During the year ended December 31, 2021, the Company determined that it was probable that the costs to provide the services as stipulated by the amended launch services agreement would exceed the allocated firm fixed price of each launch. As such, the Company recorded a provision for contract loss for these three secondary rideshare launches. During the year ended December 31, 2021, one of the three launches occurred. The provision for contract losses outstanding as of December 31, 2021 related to the remaining two launches is $12.5 million, of which $6.9 million is recorded net of inventory and $2.4 million is recorded net of contract assets in the consolidated balance sheets. Additionally, the Company identified launch service agreements with four other customers. Three of the launch service agreements are related to secondary rideshare launches where it was probable that the costs to provide the services would exceed the allocated firm fixed price of each launch. The Company recorded a provision for contract losses of $4.9 million, with $4.7 million recorded net of inventory and $0.2 million recorded net of contract assets in the consolidated balance sheets during the year ended December 31, 2021. As part of the Business Combination, the Company is providing a concession launch service for a Third-Party PIPE Investor in the first quarter of 2023. Accordingly, the Company recorded a contract loss reserve of $4.1 million based on the estimate of the cost to fulfill this obligation, offset to additional paid in capital as this is considered to be a transaction cost or cost of capital. Consistent with the accounting of its firm fixed price contracts, the Company continually reviews cost performance and estimates-to-complete at least quarterly and in many cases more frequently. Adjustments to original estimates for a contract’s revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. The impact of revisions in estimate of completion for all types of contracts are recognized on a cumulative catch-up basis in the period in which the revisions are made. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe 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 expenses in the consolidated statements of operations and comprehensive loss, as incurred. Defined contributions were $4.0 million and $4.0 million for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from December 31, 2021 through March 28, 2022, the date at which the consolidated financial statements were available to be issued and concluded there were no subsequent events to recognize in the consolidated financial statements. Equity Awards Granted on January 4, 2022 On January 4, 2022, our board of directors granted stock option shares to our named executive officers, in connection with the Closing and as part of the 2021 Plan, covering 820,349 shares (Mr. Hart) or 164,070 shares (each of Messrs. Simpson and Gingiss), with an aggregate grant-date fair value of approximately $5.6 million. Mr. Hart’s stock option vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the Closing, and thereafter as to the remaining 75% of the underlying shares in six substantially equal installments on each successive six-month anniversary of the Closing, subject to continued employment. In addition, Mr. Hart’s stock option will vest and become exercisable in full upon a termination of employment without “cause” or for “good reason”, each as defined in his existing employment agreement, subject to his timely execution and non-revocation of a general release of claims. The stock options granted to Messrs. Simpson and Gingiss vest and become exercisable as to 25% of the underlying shares on the first anniversary of the grant date (January 4, 2022) and thereafter as to 1/12th of the underlying shares on each quarterly anniversary of the grant date, subject to continued employment. As part of the new hire and annual refresh awards for 2021, 3.9 million shares were granted to eligible employees. Awards are approximated to be $19.0 million based on the estimated fair value of the Company’s underlying common shares. Standby Equity Purchase Agreement |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThese consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth CompanyThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes 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, useful lives of property, plant and equipment, net, leases, income taxes including deferred tax assets and liabilities and impairment valuation, assumptions included in the valuation of the stock-based awards, assumptions included in the valuation of the Company’s common stock, and contingencies. |
Cash Equivalents | Cash EquivalentsThe Company's cash consists of cash on hand. We consider all highly liquid investments with an original maturity of three months or less, when acquired, to be cash equivalents. |
Restricted Cash | Restricted CashRestricted cash includes any cash deposits received from customers, that are contractually restricted for operational use until the launch service is provided or the deposits are refunded. |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at their net realizable value. The Company’s estimate for expected credit losses for outstanding accounts receivable are based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and the establishment of specific reserves for customers in an adverse financial condition. Adjustments are made based upon the Company’s expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables. The Company also considers current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The Company reassesses the adequacy of estimated credit losses each reporting period. There was no allowance for uncollectible amounts and no write-offs as of and for the years ended December 31, 2021 and 2020. The Company does not have any off-balance sheet credit exposure related to its customers. |
Prepayments | PrepaymentsPrepayments consist of prepaid rent, prepaid insurance, prepaid medical insurance, prepaid workers compensation and other general supplier prepayments. |
Inventory | Inventory As of December 31, 2020, inventory consisted entirely of spare parts from bridge ventilators the Company built to help in the fight against the COVID-19 pandemic. Given the Company’s raw materials and work in process used for the production of the Company’s rockets did not have alternative use and technological feasibility had not yet been attained as of December 31, 2020, materials, labor and overhead costs used for the production of the Company’s rockets were recorded to research and development expenses. On January 18, 2021, the Company determined technological feasibility was reached given this was the Company’s first successful delivery of a customer payload into orbit. The Company began capitalizing the raw materials, labor, and overhead costs for the production of the Company’s rockets during the year ended December 31, 2021 within inventory. Inventory is stated at the lower of cost or net realizable value. Since technological feasibility has been achieved, the determination of net realizable of long-term contract costs is based upon quarterly contract reviews that determine an estimate of costs to be incurred to complete all contract requirements. When actual contract costs and the estimate to complete exceed total estimated contract revenues, a loss provision will be recorded. If events or changes in circumstances indicate that the utility of inventory has diminished through damage, deterioration, obsolescence, changes in price or other causes, a loss is recognized in the period in which it occurs. The Company determines the cost of inventory by using the average cost method and consumes inventory on a first-in first-out basis. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Depreciation on property, plant and equipment is calculated on a straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter period of the estimated useful life or lease term. The estimated useful lives for each class of property, plant and equipment are as follows: Leasehold improvements Shorter of the estimated useful life or lease term Machinery and equipment 5 to 7 years Aircraft 15 years IT software and equipment 3 to 5 years The Company incurs repairs and maintenance costs on major equipment, which is expensed as incurred. Assets disposed of or retired are removed from cost and accumulated depreciation accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss. Long-lived assets consist of property, plant and equipment, net and ROU assets and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset to its carrying amount. The Company assesses impairment for asset groups, which represent a combination of assets that produce distinguishable cash flows. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company has not recorded any impairment charges during the years presented. Depreciation on property, plant and equipment is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter period of the estimated useful life or lease term. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining depreciation period. |
Leases | Leases The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Leases are recorded in the balance sheet as right-of-use assets (“ROU assets”) and operating and finance lease obligations. ROU assets represent the Company’s right to use the underlying assets for the lease terms and lease obligations represent the Company’s obligations to make lease payments arising from the leases. ROU assets and lease obligations are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. When the discount rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Because the Company does not generally borrow on a collateralized basis, the Company used incremental borrowing rates determined by a third-party valuation firm based on market yields for the respective lease terms. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and lease obligations. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Amortization of finance lease assets is recognized over the lease term as operating expenses based on the nature of the leased asset. Interest expense on finance lease liabilities is recognized over the lease term in interest expense. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less after considering renewal terms (“short-term leases”). The Company accounts for lease and non-lease components separately. |
Capitalized Software | Capitalized SoftwareThe Company capitalizes certain costs associated with the development or purchase of internal-use software. The amounts capitalized are included in property, plant and equipment, net on the consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the resulting software, which approximates 3 years. |
Other Noncurrent Assets | Other Noncurrent AssetsOther noncurrent assets consist primarily of security deposits related to operating lease facilities. |
Comprehensive Loss | Comprehensive LossComprehensive loss represents all changes in equity other than transactions with owners. The Company’s comprehensive loss consists of net loss and foreign currency translation adjustments. |
Revenue | Revenue The Company recognizes revenue when control of the promised goods and services is transferred to our customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company’s launch service revenue contracts have been fixed-price contracts. To the extent actual costs vary from the cost upon which the price was negotiated, the Company will generate variable levels of profit or could incur a loss. For promised goods, revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Launch Services Small satellite launch operations revenue is recognized for providing customer launch services. The Company’s launch service contracts generally consisting of multiple launches with each launch being allocated a fixed price and identified as distinct performance obligations. Revenue for each launch service is recognized at a point in time when the performance obligation is complete, which is typically at the point of launch. When the Company determines it is probable that costs to provide the services stipulated by the launch services agreement will exceed the allocated fixed price for each launch, the Company records a provision for the contract loss. Contract losses are recorded at the contract level and are recognized when known. To the extent the contract loss provision is less than the accumulated costs to fulfill the contracts, the Company records the provision net of inventory and net of contract assets in the consolidated balance sheets. Launch service revenue was $6.0 million and $0 for the years ended December 31, 2021 and 2020, respectively. Of the launch service revenue for the year ended December 31, 2021, $4.6 million was related to a single customer. Engineering Services Engineering services revenue contracts obligate the Company to provide primarily research and studies services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the “as-invoiced” practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer. Engineering services revenue was $1.4 million and $2.0 million for the years ended December 31, 2021 and 2020, respectively. Contract Balances Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. The Company records accounts receivable when it has an unconditional right to consideration. Contract assets are classified as current if the invoice will be delivered to the customer within the succeeding 12-month period with the remaining recorded as long-term. In addition, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. The Company began capitalizing contract costs associated with specific launch services contracts with customers as the Company determined technological feasibility was reached upon the Company’s successful demo launch in January 2021. As of December 31, 2021, the Company recorded $3.1 million of contract assets in the consolidated balance sheets. The Company has not incurred incremental costs for obtaining our contracts with customers. Contract liabilities primarily relate to small satellite launch operations and are recorded when cash payments are received or due in advance of performance. Cash payments for small satellite launch services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as non-current deferred revenue following the Company’s delivery of the conditions of carriage to the customer and execution of an informed consent. Non-current deferred revenue was $29.0 million and $23.5 million as of December 31, 2021 and December 31, 2020, respectively. Current deferred revenue was $12.2 million and $4.1 million as of December 31, 2021 and December 31, 2020, respectively. Payment terms vary by customer and type of revenue contract. The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the consolidated balance sheets at the end of each reporting period. Remaining Performance Obligations Remaining performance obligations are committed and represent non-cancellable contracted revenue that has not yet been recognized and will be recognized as revenue in future periods. Some contracts allow customers to cancel the contracts without a significant penalty if the Company’s launches are delayed beyond a specified period or if the Company does not achieve certain milestones, and the cancellable amount of contract value is not included in the remaining performance obligations. As of December 31, 2021, the Company has six launch services and three engineering services revenue contracts for which it expects to transfer all remaining performance obligations to the customer by the fiscal year ending December 31, 2024 and December 31, 2022, respectively. The Company does not disclose information about remaining performance obligations for (a) contracts with an original expected length of one year or less, (b) revenues recognized at the amount at which it has the right to invoice for services performed, or (c) variable consideration allocated to wholly unsatisfied performance obligations. The remaining performance obligations of the three launch services and two engineering services revenue contracts met these exemptions. |
Cost of Revenue | Cost of RevenueCost of revenue related to launch services, engineering services and bridge ventilators consists of expenses related to materials and human capital, such as payroll and benefits. As the Company determined technological feasibility was reached upon the Company’s successful demo launch in January 2021, the Company began capitalizing costs for the production of the Company’s rockets for the year ended December 31, 2021, and has subsequently charged to cost of revenue the cost for rocket manufacturing including materials, labor and related mission launch costs including fuel, payroll and benefits for our launch and flight operations as well as the depreciation of the Company’s uniquely portable and reusable launch stage, Cosmic Girl (“Cosmic Girl”), facilities and equipment and other allocated overhead expenses. The costs of revenue were $37.9 million and $3.2 million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the depreciation expense of Cosmic Girl was charged to selling, general and administrative expense upon reaching technological feasibility and the portion attributed during the launch campaign was charged to cost of revenue. |
Selling, General and Administrative | Selling, General and AdministrativeSelling, general and administrative expenses consist of personnel-related expenses related to general corporate functions, primarily including executive management and administration, finance and accounting, legal, business development, and government affairs, as well as certain allocated costs. Personnel-related expenses primarily include salaries and benefits. Allocated costs include costs related to information technology, facilities, human resources and safety. Personnel-related expenses also include allocated sustaining activities relating to launch operations and production processes support, including required launch system maintenance, updates and documentation. |
Research and Development | Research and DevelopmentThe Company conducts research and development activities to develop existing and future technologies that advance our LauncherOne rocket systems for small satellite launch services towards commercialization. Research and development activities include basic research, applied research, concept formulation studies, design, development, and related test program activities. Costs incurred for developing our rockets primarily include equipment, material, and labor. Costs incurred for performing test flights primarily include rocket engines and fuel. Research and development costs also include rent, maintenance, and depreciation of Cosmic Girl, facilities and equipment and other allocated overhead expenses. Upon reaching technological feasibility, the cost for the rocket manufacturing including materials, labor and related mission launch costs including fuel, payroll and benefits for our launch and flight operations as well as the depreciation of Cosmic Girl, will no longer be charged to research and development. The Company expensed all research and development costs as incurred of $48.1 million and $137.1 million for the years ended December 31, 2021 and 2020, respectively |
Other Income, net | Other Income, netOther income, net consists of income that are not related to the Company’s primary operations, including interest income and miscellaneous non-operating items, such as income recognized from non-refundable deposits as a result of customer contract terminations, employee store merchandising and legal settlements. |
Investments | InvestmentsInvestments in which the Company has no significant influence (generally less than a 20% ownership interest) or does not have the ability to exercise significant influence are accounted as financial assets. Equity securities with readily determinable fair market value are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains and losses on investments in equity securities are included in change in fair value of equity investments in the consolidated statement of operations and comprehensive loss. |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Warrant Liability | Warrant Liability The Company accounts for the warrants assumed in connection with the Business Combination in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging —Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations and comprehensive loss. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASU”). Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As an emerging growth company, the Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of another public company which is not an emerging growth company or an emerging growth which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Issued Accounting Standard Updates Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260) , Debt-Modifications and Extinguishments (Subtopic 470-50) , Compensation-Stock Compensation (Topic 718) , and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarified and reduced diversity in an issuer's accounting for modifications of exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. The Company is currently assessing the potential impact of ASU 2021-04 to our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to fair value measurement for revenue contracts acquired in business combinations. This update is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and all other entities for fiscal years beginning after December 15, 2023. The Company is currently assessing the potential impact of ASU 2021-08 to our consolidated financial statements. Adopted Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. The Company removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intra-period tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The changes are effective for annual periods beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which removes references to various FASB Concepts Statements, situates all disclosure guidance in the appropriate disclosure section of the Codification, and makes other improvements and technical corrections to the Codification that are not expected to have a significant effect on current accounting practice. The changes are effective for annual periods beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company’s consolidated financial statements and related disclosures. |
Organization and Business Ope_2
Organization and Business Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Elements of the Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the year ended December 31, 2021: Cash proceeds from the Transactions, net of redemptions $ 200,102 Less: Payment of transaction costs related to the Transactions (19,336) Net cash proceeds from the Transactions 180,766 Less: Capitalized and paid Virgin Orbit transaction costs (393) Allocation to assumed public and private warrant liabilities from NextGen (23,937) Allocation to assumed accrued expenses from NextGen (45) Transaction costs related to concession launch service to Third-Party PIPE Investor (4,065) Reverse recapitalization, net of transaction costs $ 152,326 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment, Net | The estimated useful lives for each class of property, plant and equipment are as follows: Leasehold improvements Shorter of the estimated useful life or lease term Machinery and equipment 5 to 7 years Aircraft 15 years IT software and equipment 3 to 5 years Property, plant and equipment, net consists of the following as of December 31, 2021 and December 31, 2020: As of December 31, December 31, (In thousands) Leasehold improvements $ 23,501 $ 20,769 Machinery and equipment 59,358 50,285 Aircraft 8,000 8,000 IT software and equipment 22,397 20,190 Construction in progress 23,167 11,898 136,423 111,142 Less: accumulated depreciation and amortization (74,998) (62,039) Property, plant and equipment, net $ 61,425 $ 49,103 Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended December 31, 2021 2020 (In thousands) Cost of revenue $ 556 $ — Research and development, net 1,348 9,333 Selling, general and administrative 10,385 2,855 Total depreciation expense $ 12,289 $ 12,188 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets Money market $ 154,630 $ — $ — Investments 13,498 $ — $ — Total assets at fair value $ 168,128 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 10,713 $ — $ — Derivative warrant liabilities - Private placement warrants — — 9,475 Total liabilities at fair value $ 10,713 $ — $ 9,475 |
Schedule of Fair Value of Warrant Liabilities | The change in the fair value of the private warrant liabilities, measured using Level 3 inputs, for the period from the Transaction Close through December 31, 2021 is summarized as follows: Private placement warrant liabilities at Transaction Close $ 11,235 Change in fair value of derivative warrant liabilities (1,760) Private placement warrant liabilities at December 31, 2021 $ 9,475 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of December 31, 2021 and December 31, 2020: As of December 31, December 31, (In thousands) Raw materials $ 18,890 $ 66 Work in process $ 27,123 — Inventories, gross $ 46,013 66 Provision for contract losses $ (11,626) — Reserve for inventory excess and obsolescence $ (460) — Inventory $ 33,927 $ 66 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | The estimated useful lives for each class of property, plant and equipment are as follows: Leasehold improvements Shorter of the estimated useful life or lease term Machinery and equipment 5 to 7 years Aircraft 15 years IT software and equipment 3 to 5 years Property, plant and equipment, net consists of the following as of December 31, 2021 and December 31, 2020: As of December 31, December 31, (In thousands) Leasehold improvements $ 23,501 $ 20,769 Machinery and equipment 59,358 50,285 Aircraft 8,000 8,000 IT software and equipment 22,397 20,190 Construction in progress 23,167 11,898 136,423 111,142 Less: accumulated depreciation and amortization (74,998) (62,039) Property, plant and equipment, net $ 61,425 $ 49,103 Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended December 31, 2021 2020 (In thousands) Cost of revenue $ 556 $ — Research and development, net 1,348 9,333 Selling, general and administrative 10,385 2,855 Total depreciation expense $ 12,289 $ 12,188 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense related to leases for the period are as follows: Years Ended December 31, 2021 2020 (In thousands) Lease Cost: Operating lease expense $ 2,952 $ 2,735 Short-term lease expense 3,625 3,358 Finance lease cost: Amortization of right-of-use assets $ 259 $ 237 Interest on lease obligations 24 21 Total finance lease cost 283 258 Total lease cost $ 6,860 $ 6,351 The components of supplemental cash flow information related to leases for the period are as follows: Years Ended December 31, 2021 2020 (In thousands) Cash flow information: Cash paid for amounts included in the measurement of lease obligations for the year ended: Operating cash flows for operating leases $ 2,787 $ 2,273 Operating cash flows for finance leases 24 21 Financing cash flows for finance leases 257 243 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,632 $ — Finance leases 53 139 Other information: Weighted average remaining lease term: Operating leases (in years) 8 9 Finance leases (in years) 1 2 Weighted average discount rates: Operating leases 11.0 % 11.8 % Finance leases 6.4 % 5.1 % |
Supplemental Balance Sheet Information | The supplemental balance sheet information related to leases for the period is as follows: As of December 31, December 31, (In thousands) Finance leases Long-term right-of-use assets $ 252 $ 457 Short-term finance lease liabilities $ 258 $ 253 Long-term finance lease liabilities 79 286 Total finance lease liabilities $ 337 $ 539 Operating leases Long-term right-of-use assets $ 14,433 $ 14,009 Short-term operating lease liabilities $ 1,384 $ 901 Long-term operating lease liabilities 13,999 13,893 Total operating lease liabilities $ 15,383 $ 14,794 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | A summary of the components of Accrued liabilities as of December 31, 2021 and December 31, 2020 is as follows: As of December 31, December 31, (In thousands) Accrued payroll $ 1,490 $ 1,035 Accrued vacation 3,966 3,308 Accrued bonus 8,773 6,568 Other accrued expenses 9,561 7,508 Total accrued liabilities $ 23,790 $ 18,419 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Warrants Outstanding, Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, Exercise price $ 11.50 Stock price $ 8.04 Option term (in years) 5.00 Volatility 33 % Risk-free interest rate 1.26 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Taxes | For the years ended December 31, 2021 and 2020, loss from continuing operations before taxes consists of the following: 2021 2020 (In thousands) U.S. operations 157,274 $ 121,621 Foreign operations 11 $ 26 Loss before income taxes $ 157,285 $ 121,647 |
Schedule of Federal and State Income Tax Provision | The federal and state income tax provision is summarized as follows for the years ended December 31, 2021 and 2020: 2021 2020 (In thousands) Current Federal $ — $ — State 6 5 Foreign — — Total current tax expense 6 5 Deferred Federal — — State — — Foreign — — Total deferred tax expense — — Total tax expense $ 6 $ 5 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows: 2021 2020 (In thousands) Deferred tax assets Accrued employee compensation $ 2,736 $ 2,186 NOLs and capital loss carryforwards 108,205 87,623 Credit carryforwards 110,513 114,986 Equity compensation 4,095 3,961 R&D capitalized costs 50,224 44,051 Start-up costs 40,408 43,836 Other 17,232 137 Total deferred tax assets $ 333,413 $ 296,780 Deferred tax liabilities Fixed asset basis $ (668) $ (1,876) Other (8,240) (236) Total deferred tax liabilities $ (8,908) $ (2,112) Valuation allowance $ (324,505) $ (294,668) Net deferred taxes $ — $ — |
Summary of Tax Credit Carryforwards | Net operating losses and tax credit carryforwards as of December 31, 2021 are as follows: Amount Expiration (In thousands) Net operating losses, federal – Expiring $ 106,495 2036-2037 Net operating losses, federal – Indefinite 244,011 Indefinite Net operating losses, state – Expiring $ 495,388 2028-2041 Net operating losses, state – Indefinite 126 Indefinite Net operating losses, foreign $ 11 Indefinite Tax credits, federal 65,076 2025 - 2041 Tax credits, state $ 57,516 Indefinite |
Summary of Net Operating Losses | Net operating losses and tax credit carryforwards as of December 31, 2021 are as follows: Amount Expiration (In thousands) Net operating losses, federal – Expiring $ 106,495 2036-2037 Net operating losses, federal – Indefinite 244,011 Indefinite Net operating losses, state – Expiring $ 495,388 2028-2041 Net operating losses, state – Indefinite 126 Indefinite Net operating losses, foreign $ 11 Indefinite Tax credits, federal 65,076 2025 - 2041 Tax credits, state $ 57,516 Indefinite |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: 2021 2020 (In thousands) Statutory rate $ (33,030) $ (25,518) State taxes, net of federal benefit (4,995) (6,637) Permanent adjustments $ (560) $ 411 Return to provision 10 — Other deferred adjustment $ 5,147 $ (4) General business credits 3,599 (8,803) Change in valuation allowance 29,835 40,556 Income tax expense $ 6 $ 5 |
Schedule of UncertainTax Benefits | 2021 2020 (In thousands) Balance at the beginning of the year $ 31,886 $ 29,448 Increases: For current year’s tax positions 630 2,438 For prior years’ tax position 20,581 — Decreases: For reductions of prior year’s tax positions (3,470) — Gross balance at the end of the year $ 49,627 $ 31,886 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table includes the activity for all stock options granted: Number of shares (2) Weighted Weighted Aggregate Intrinsic Value (1) (In thousands) (In dollars) (In years) Balances as of December 31, 2020 10,293 $ 3.72 7.84 $ — Granted 1,538 4.17 Exercised (745) 3.79 Forfeited options (651) 3.48 Expired or cancelled options (1,334) 3.86 Balances as of December 31, 2021 9,101 $ 3.78 6.35 $ 35,014 Exercisable as of December 31, 2021 6,324 $ 3.83 5.40 _______________ (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year 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 fiscal year-end date. (2) Shares include time-based options and exclude the CEO milestone awards, totaling 1.6 million shares described below. |
Share-based Compensation Expense | Stock-based compensation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020 consisted of the following: Years Ended 2021 2020 (In thousands) Cost of revenue $ 362 $ — Research and development 541 1,413 Selling, general and administrative 9,718 1,741 $ 10,621 $ 3,154 |
Schedule of Valuation Assumptions | The weighted average assumptions used to value the option grants for 2021 and 2020 are as follows: 2021 2020 Expected life (in years) 5.00 - 6.12 5.92 - 6.12 Volatility 60.0% 60.0% Risk-free interest rate 0.60 % - 1.85% 0.39 % - 1.63% Dividend yield — — — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents net loss per share and related information: Years Ended 2021 2020 (In thousands, except for per share data) Basic and diluted: Net loss $ (157,291) $ (121,652) Weighted average common shares outstanding 287,527,234 244,163,821 Basic and diluted net loss per share $ (0.55) $ (0.50) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Maturities of Operating Lease Liabilities | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2021 are as follows: Operating Finance (In thousands) 2022 $ 3,046 $ 258 2023 3,064 81 2024 3,121 18 2025 2,444 — 2026 2,631 — Thereafter 9,647 — Total payments $ 23,953 $ 357 Less: Imputed interest/present value discount (8,570) (20) Present value of lease liabilities $ 15,383 $ 337 |
Maturities of Finance Lease Liabilities | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2021 are as follows: Operating Finance (In thousands) 2022 $ 3,046 $ 258 2023 3,064 81 2024 3,121 18 2025 2,444 — 2026 2,631 — Thereafter 9,647 — Total payments $ 23,953 $ 357 Less: Imputed interest/present value discount (8,570) (20) Present value of lease liabilities $ 15,383 $ 337 |
Purchase Commitments | The purchase commitments as of December 31, 2021 are as follows: Payments Due by Periods Commitments and obligations Less than 1 – 3 years 3 – 5 years More than Total (In thousands) Purchase commitments $ 20,948 $ 27,500 $ — $ — $ 48,448 |
Organization and Business Ope_3
Organization and Business Operations - Narrative (Details) | Dec. 29, 2021USD ($)$ / sharesshares | Dec. 28, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 30, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock price per share (in dollars per share) | $ / shares | $ 10 | ||||
Shares issued (in shares) | 10,000,000 | ||||
Options outstanding (in shares) | 9,101,000 | 10,293,000 | |||
Aggregate purchase price | $ | $ 100 | ||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Accumulated deficit | $ | $ (820,454,000) | $ (663,163,000) | |||
Cash and cash equivalents | $ | 194,154,000 | $ 22,433,000 | |||
Net cash proceeds from the Transactions | $ | 180,766,000 | ||||
Shares authorized under equity purchase agreement (in shares) | 250,000,000 | ||||
Common Class B | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares forfeited (in shares) | 765,000 | ||||
Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sponsor earnback awards (in shares) | 1,319,980 | ||||
Shares outstanding (in shares) | 334,919,914 | ||||
NextGen Acquisition Corp. II | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Business acquisition, transaction costs | $ | $ 27,900,000 | ||||
Shares redeemed in period, value | $ | $ 314,800,000 | ||||
Goodwill | $ | $ 0 | ||||
NextGen Acquisition Corp. II | Common Class A | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares redeemed in period (in shares) | 31,480,291 | ||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 10 | ||||
Sponsor Earnback Warrants | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sponsor earnback awards (in shares) | 1,015,190 | ||||
Public warrants | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants outstanding (in shares) | 7,651,891 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||
Private warrants | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants outstanding (in shares) | 6,767,927 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||
Virgin Group | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock price per share (in dollars per share) | $ / shares | $ 10 | ||||
Shares issued (in shares) | 6,020,000 | ||||
Sale and issuance (in shares) | 5,820,000 | ||||
Aggregate purchase price | $ | $ 60,000,000 | ||||
Issued for services (in shares) | 200,000 | ||||
Holders Of Vieco USA Shares | Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares outstanding (in shares) | 303,320,884 | ||||
Parent Company And NextGen Acquisition Corp. II | Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares outstanding (in shares) | 6,020,000 | ||||
Holders Of NextGen Acquisition Corp. II Class A Shares | Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares outstanding (in shares) | 6,779,166 | ||||
Holders Of NextGen Acquisition Corp. II Class B Shares | Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares outstanding (in shares) | 8,799,864 | ||||
PIPE Investors | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants outstanding (in shares) | 500,000 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 10 | ||||
PIPE Investors | Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares outstanding (in shares) | 10,000,000 | ||||
SARs | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares granted (in shares) | 218,584 | ||||
Virgin Orbit Options | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Options outstanding (in shares) | 10,704,645 | ||||
Option exercise price range, lower range limit (in dollars per share) | $ / shares | $ 4.03 | ||||
Option exercise price range, upper range limit (in dollars per share) | $ / shares | $ 5.51 | ||||
VIECO USA | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Exchange ratio | 1.250301 | ||||
Existing Shareholders | VO Holdings | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issued and outstanding Vieco USA common stock (in shares) | 242,423,615 | ||||
Existing Shareholders | VIECO USA | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issued and outstanding Vieco USA common stock (in shares) | 303,320,884 | ||||
Sale of stock price per share (in dollars per share) | $ / shares | $ 10 | ||||
Purchase of additional units (in shares) | 10,704,645 | ||||
Shares issued (in shares) | 100 | ||||
Options outstanding (in shares) | 8,658,565 | ||||
Existing Shareholders | VIECO USA | SARs | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares vested (in shares) | 290,689 |
Organization and Business Ope_4
Organization and Business Operations - Business Combination (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash proceeds from the Transactions, net of redemptions | $ 200,102 | |
Payment of transaction costs related to the Transactions | (19,336) | $ 0 |
Net cash proceeds from the Transactions | 180,766 | |
Capitalized and paid Virgin Orbit transaction costs | (393) | |
Allocation to assumed public and private warrant liabilities from NextGen | (23,937) | |
Allocation to assumed accrued expenses from NextGen | (45) | |
Transaction costs related to concession launch service to Third-Party PIPE Investor | (4,065) | |
Reverse recapitalization, net of transaction costs | $ 152,326 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 7,385 | $ 3,840 |
Deferred revenue, noncurrent | 28,991 | 23,520 |
Deferred revenue, current | 12,150 | 4,119 |
Contract assets | 3,077 | 0 |
Cost of revenue | 37,872 | 3,168 |
Research and development expenses | $ 48,079 | 137,135 |
Intangible asset, useful life | 3 years | |
Launch Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 6,000 | 0 |
Engineering Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,400 | $ 2,000 |
Customer A | Launch Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,600 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Aircraft | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
IT software and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
IT software and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | May 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 16, 2019 |
Related Party Transaction [Line Items] | |||||
Related party transaction, reimbursements | $ 214,000 | ||||
Due to related party | $ 42,000 | 117,000 | |||
Revolving Credit Facility | Line of Credit | |||||
Related Party Transaction [Line Items] | |||||
Long-term debt | $ 0 | 235,100,000 | $ 104,200,000 | ||
Virgin Enterprise Limited | |||||
Related Party Transaction [Line Items] | |||||
Royalties payable, percent | 1.00% | 1.00% | 1.00% | ||
Royalties payable per quarter, minimum amount | $ 20,000 | $ 60,000 | $ 375,000 | ||
Accrued royalties | 72,000 | ||||
Royalty expense, prorated fee payable | 12,000 | ||||
Virgin Galactic Holdings, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, reimbursements | 91,000 | ||||
Due to related party | $ 42,000 | $ 117,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring $ in Thousands | Dec. 31, 2021USD ($) |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Money market | $ 154,630 |
Investments | 13,498 |
Total assets at fair value | 168,128 |
Total liabilities at fair value | 10,713 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Money market | 0 |
Investments | 0 |
Total assets at fair value | 0 |
Total liabilities at fair value | 0 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Money market | 0 |
Investments | 0 |
Total assets at fair value | 0 |
Total liabilities at fair value | 9,475 |
Derivative warrant liabilities - Public warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total liabilities at fair value | 10,713 |
Derivative warrant liabilities - Public warrants | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total liabilities at fair value | 0 |
Derivative warrant liabilities - Public warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total liabilities at fair value | 0 |
Derivative warrant liabilities - Private placement warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total liabilities at fair value | 0 |
Derivative warrant liabilities - Private placement warrants | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total liabilities at fair value | 0 |
Derivative warrant liabilities - Private placement warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total liabilities at fair value | $ 9,475 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of the Warrant Liabilities (Details) - Warrants to purchase common stock, $ in Thousands | Dec. 31, 2021USD ($) |
Derivative Liability [Roll Forward] | |
Private placement warrant liabilities at Transaction Close | $ 11,235 |
Change in fair value of derivative warrant liabilities | (1,760) |
Private placement warrant liabilities at December 31, 2021 | $ 9,475 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 18,890 | $ 66 |
Work in process | 27,123 | 0 |
Inventories, gross | 46,013 | 66 |
Provision for contract losses | (11,626) | 0 |
Reserve for inventory excess and obsolescence | (460) | 0 |
Inventory | 33,927 | 66 |
Inventory write-down | $ 4,078 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 136,423 | $ 111,142 |
Less: accumulated depreciation and amortization | (74,998) | (62,039) |
Property, plant and equipment, net | 61,425 | 49,103 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 23,501 | 20,769 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 59,358 | 50,285 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,000 | 8,000 |
IT software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 22,397 | 20,190 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,167 | $ 11,898 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Schedule of Depreciation Expense Recorded In Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 12,289 | $ 12,188 |
Cost of revenue | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 556 | 0 |
Research and development | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 1,348 | 9,333 |
Selling, general and administrative | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 10,385 | $ 2,855 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Capitalized software, net | $ 0.8 | $ 0.9 |
Capitalized software, accumulated amortization | 7.4 | 6.7 |
Capitalized software, amortization | $ 0.7 | $ 1 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | May 01, 2021USD ($)renewal_option | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |||
Long-term right-of-use assets | $ 14,433 | $ 14,009 | |
Operating lease, liability | 15,383 | $ 14,794 | |
Guam | |||
Lessee, Lease, Description [Line Items] | |||
Monthly rent payment | $ 37 | ||
Rent free period | 2 months | ||
Lessee term of contract | 14 months | ||
Number of renewal options | renewal_option | 3 | ||
Renewal term | 1 year | ||
Long-term right-of-use assets | 1,500 | ||
Operating lease, liability | $ 1,500 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,952 | $ 2,735 |
Short-term lease expense | 3,625 | 3,358 |
Amortization of right-of-use assets | 259 | 237 |
Interest on lease obligations | 24 | 21 |
Total finance lease cost | 283 | 258 |
Total lease cost | $ 6,860 | $ 6,351 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease obligations for the year ended: | ||
Operating cash flows for operating leases | $ 2,787 | $ 2,273 |
Operating cash flows for finance leases | 24 | 21 |
Financing cash flows for finance leases | 257 | 243 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 1,632 | 0 |
Finance leases | $ 53 | $ 139 |
Weighted average remaining lease term: | ||
Operating leases (in years) | 8 years | 9 years |
Finance leases (in years) | 1 year | 2 years |
Weighted average discount rates: | ||
Operating leases | 11.00% | 11.80% |
Finance leases | 6.40% | 5.10% |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finance leases | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use assets | Right-of-use assets |
Long-term right-of-use assets | $ 252 | $ 457 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of lease obligation | Current portion of lease obligation |
Short-term finance lease liabilities | $ 258 | $ 253 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease obligation, net of current portion | Lease obligation, net of current portion |
Long-term finance lease liabilities | $ 79 | $ 286 |
Total finance lease liabilities | $ 337 | $ 539 |
Operating leases | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use assets | Right-of-use assets |
Long-term right-of-use assets | $ 14,433 | $ 14,009 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of lease obligation | Current portion of lease obligation |
Short-term operating lease liabilities | $ 1,384 | $ 901 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease obligation, net of current portion | Lease obligation, net of current portion |
Long-term operating lease liabilities | $ 13,999 | $ 13,893 |
Total operating lease liabilities | $ 15,383 | $ 14,794 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 1,490 | $ 1,035 |
Accrued vacation | 3,966 | 3,308 |
Accrued bonus | 8,773 | 6,568 |
Other accrued expenses | 9,561 | 7,508 |
Total accrued liabilities | $ 23,790 | $ 18,419 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Oct. 16, 2019 | Aug. 20, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||||
Interest expense | $ 24,000 | $ 4,852,000 | |||
Line of Credit | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | $ 200,000,000 | $ 230,000,000 | ||
Debt instrument, term | 10 years | 9 years | |||
Debt instrument, stated interest rate | 1.86% | 1.87% | |||
Long-term debt | $ 104,200,000 | $ 0 | 235,100,000 | ||
Interest expense | $ 4,800,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2021 |
Class of Warrant or Right [Line Items] | |||||
Gain of change in fair value of derivative warrant liabilities | $ 3,749 | $ 3,749 | $ 0 | ||
Public warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares purchased by each warrant (in shares) | 1 | 1 | |||
Warrant exercise price (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||
Warrants outstanding, term | 5 years | ||||
Public warrants | Warrant Redemption Scenario One | |||||
Class of Warrant or Right [Line Items] | |||||
Share price for warrant redemption (in dollars per share) | 18 | 18 | |||
Warrant redemption price (in dollars per share) | 0.01 | $ 0.01 | |||
Notice period for redemption of warrants | 30 days | ||||
Threshold trading days for warrant redemption | 20 days | ||||
Threshold consecutive trading days for warrant redemption | 30 days | ||||
Public warrants | Warrant Redemption Scenario Two | |||||
Class of Warrant or Right [Line Items] | |||||
Share price for warrant redemption (in dollars per share) | 10 | $ 10 | |||
Warrant redemption price (in dollars per share) | 0.10 | $ 0.10 | |||
Notice period for redemption of warrants | 30 days | ||||
Private warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ 11.50 | ||||
Share price for warrant redemption (in dollars per share) | 10 | $ 10 | |||
Third-Party PIPE Investor Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ 10 | $ 10 | |||
Warrants outstanding, term | 5 years | ||||
Number of shares purchased (in shares) | 500,000 | 500,000 | |||
Adjustments to additional paid in capital | $ 2,300 |
Warrants- Fair Value Measuremen
Warrants- Fair Value Measurements Inputs (Details) - Derivative warrant liabilities - Private placement warrants - Level 3 | Dec. 31, 2021$ / shares |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, term | 5 years |
Exercise price | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 11.50 |
Stock price | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 8.04 |
Volatility | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 0.33 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 0.0126 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense | $ 6,000 | $ 5,000 | |
Valuation allowance, deferred tax asset, increase (decrease), amount | 29,800,000 | ||
Balance at the beginning of the year | 49,627,000 | 31,886,000 | $ 29,448,000 |
Decrease in unrecognized tax benefits is reasonably possible | 49,600,000 | $ 31,900,000 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 350,500,000 | ||
Net operating losses subject to expiration | 106,495,000 | ||
Research and development tax credit carryforwards | 65,100,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 495,500,000 | ||
Net operating losses subject to expiration | 495,388,000 | ||
Research and development tax credit carryforwards | $ 57,500,000 |
Income Taxes - Schedule Of Loss
Income Taxes - Schedule Of Loss From Continuing Operations Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. operations | $ 157,274 | $ 121,621 |
Foreign operations | 11 | 26 |
Loss before income taxes | $ 157,285 | $ 121,647 |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal and State Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 6 | 5 |
Foreign | 0 | 0 |
Total current tax expense | 6 | 5 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred tax expense | 0 | 0 |
Total tax expense | $ 6 | $ 5 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Accrued employee compensation | $ 2,736 | $ 2,186 |
NOLs and capital loss carryforwards | 108,205 | 87,623 |
Credit carryforwards | 110,513 | 114,986 |
Equity compensation | 4,095 | 3,961 |
R&D capitalized costs | 50,224 | 44,051 |
Start-up costs | 40,408 | 43,836 |
Other | 17,232 | 137 |
Total deferred tax assets | 333,413 | 296,780 |
Deferred tax liabilities | ||
Fixed asset basis | (668) | (1,876) |
Other | (8,240) | (236) |
Total deferred tax liabilities | (8,908) | (2,112) |
Valuation allowance | (324,505) | (294,668) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Losses and Tax Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses subject to expiration | $ 106,495 |
Net operating losses not subject to expiration | 244,011 |
Tax credits | 65,076 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses subject to expiration | 495,388 |
Net operating losses not subject to expiration | 126 |
Tax credits | 57,516 |
Foreign | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses not subject to expiration | $ 11 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | $ (33,030) | $ (25,518) |
State taxes, net of federal benefit | (4,995) | (6,637) |
Permanent adjustments | (560) | 411 |
Return to provision | 10 | 0 |
Other deferred adjustment | 5,147 | (4) |
General business credits | 3,599 | (8,803) |
Change in valuation allowance | 29,835 | 40,556 |
Total tax expense | $ 6 | $ 5 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at the beginning of the year | $ 49,627 | $ 31,886 | $ 29,448 |
Increases: | |||
For current year’s tax positions | 630 | 2,438 | |
For prior years’ tax position | 20,581 | 0 | |
Decreases: | |||
For reductions of prior year’s tax positions | (3,470) | 0 | |
Gross balance at the end of the year | $ 49,627 | $ 31,886 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) | Dec. 29, 2021d$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 2,000,000,000,000 | 2,000,000,000,000 | |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000,000 | 25,000,000,000 | |
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Sponsor earnback award, period | 5 years | ||
Sponsor Earnback Warrants | |||
Class of Stock [Line Items] | |||
Sponsor earnback awards (in shares) | 1,015,190 | ||
Sponsor Earnback Warrants | Tranche One | |||
Class of Stock [Line Items] | |||
Sponsor earnback awards (in shares) | 507,595 | ||
Sponsor Earnback Warrants | Tranche Two | |||
Class of Stock [Line Items] | |||
Sponsor earnback awards (in shares) | 507,595 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Sponsor earnback awards (in shares) | 1,319,980 | ||
Sponsor earnback, threshold trading days | d | 20 | ||
Sponsor earnback, threshold consecutive trading days | d | 30 | ||
Common Stock | Tranche One | |||
Class of Stock [Line Items] | |||
Sponsor earnback awards (in shares) | 659,990 | ||
Sponsor earnback, stock price trigger (in dollars per share) | $ / shares | $ 12.50 | ||
Common Stock | Tranche Two | |||
Class of Stock [Line Items] | |||
Sponsor earnback awards (in shares) | 659,990 | ||
Sponsor earnback, stock price trigger (in dollars per share) | $ / shares | $ 15 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 29, 2021 | Dec. 28, 2021 | Sep. 02, 2021 | Jun. 30, 2021 | Mar. 17, 2021 | Nov. 20, 2017 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 10,621 | $ 3,154 | ||||||||
Granted (in shares) | 1,132,290 | 1,538,000 | ||||||||
Options, grant date fair value | $ 4,200 | |||||||||
Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sponsor earnback awards (in shares) | 1,319,980 | |||||||||
Tranche One | Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sponsor earnback awards (in shares) | 659,990 | |||||||||
Tranche Two | Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sponsor earnback awards (in shares) | 659,990 | |||||||||
2017 Stock Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense for option awards | $ 1,700 | $ 1,700 | 4,000 | |||||||
Weighted average remaining vesting period | 2 years 4 months 24 days | |||||||||
Share-based compensation vested in period, fair value | $ 7,800 | $ 3,200 | ||||||||
SARs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted (in shares) | 218,584 | |||||||||
Stock-based compensation expense | $ 1,400 | |||||||||
Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | |||||||||
Award vesting period | 4 years | |||||||||
Award vesting rights, percentage | 25.00% | |||||||||
Award vesting rights, quarterly vesting percentage | 75.00% | |||||||||
Options | Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 1 year | |||||||||
Options | Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights, percentage | 25.00% | |||||||||
Award vesting rights, quarterly vesting percentage | 75.00% | |||||||||
Granted (in shares) | 845,317 | 757,978 | ||||||||
Options, grant date fair value | $ 2,500 | $ 2,100 | ||||||||
Options | Chief Executive Officer | Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights, percentage | 50.00% | 50.00% | 50.00% | |||||||
Options | Chief Executive Officer | Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights, percentage | 33.30% | 66.70% | ||||||||
Options | CEO Awards | Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 1 year | |||||||||
Options | CEO Awards | Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Number of shares | |||
Beginning balance (in shares) | 10,293,000 | ||
Granted (in shares) | 1,132,290 | 1,538,000 | |
Exercised (in shares) | (745,000) | ||
Forfeited options (in shares) | (651,000) | ||
Expired or cancelled options (in shares) | (1,334,000) | ||
Ending balance (in shares) | 9,101,000 | 10,293,000 | |
Exercisable (in shares) | 6,324,000 | ||
Weighted average exercise price | |||
Beginning balance (in dollars per share) | $ 3.72 | ||
Granted (in dollars per share) | 4.17 | ||
Exercised (in dollars per share) | 3.79 | ||
Forfeited options (in dollars per share) | 3.48 | ||
Expired or cancelled options (in dollars per share) | 3.86 | ||
Ending balance (in dollars per share) | 3.78 | $ 3.72 | |
Exercisable (in dollars per share) | $ 3.83 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life, outstanding | 6 years 4 months 6 days | 7 years 10 months 2 days | |
Weighted average remaining contractual life, exercisable | 5 years 4 months 24 days | ||
Aggregate intrinsic value | $ 35,014 | $ 0 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Shared-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 10,621 | $ 3,154 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 362 | 0 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 541 | 1,413 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 9,718 | $ 1,741 |
Stock-Based Compensation - Sh_2
Stock-Based Compensation - Share-based Compensation Weighted Average Assumptions (Details) - Options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 60.00% | 60.00% |
Risk free interest rate, minimum | 0.60% | 0.39% |
Risk free interest rate, maximum | 1.85% | 1.63% |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 5 years | 5 years 11 months 1 day |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 1 month 13 days | 6 years 1 month 13 days |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss, basic | $ (157,291) | $ (121,652) |
Net loss, diluted | $ (157,291) | $ (121,652) |
Weighted average common shares outstanding, Basic (in shares) | 287,527,234 | 244,163,821 |
Weighted average common shares outstanding, Diluted (in shares) | 287,527,234 | 244,163,821 |
Basic net loss per share (in dollars per share) | $ (0.55) | $ (0.50) |
Diluted net loss per share (in dollars per share) | $ (0.55) | $ (0.50) |
Sponsor Earnback Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,319,980 | |
Warrants to purchase common stock, | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 13,904,628 | 13,904,628 |
Sponsor Earnback Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,015,190 | |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 10,704,645 | 10,704,645 |
Investments in Noncontrolled _2
Investments in Noncontrolled Entity (Details) $ / shares in Units, $ / shares in Units, $ in Millions | Dec. 29, 2021USD ($)$ / shares | Sep. 03, 2021USD ($) | May 12, 2021USD ($)$ / sharesshares | Apr. 20, 2021$ / sharesshares | Feb. 16, 2021USD ($)shares | Feb. 16, 2021AUD ($)$ / sharesshares | Oct. 23, 2020AUD ($) | Dec. 31, 2021USD ($)shares |
Schedule of Equity Method Investments [Line Items] | ||||||||
Sale of stock price per share (in dollars per share) | $ / shares | $ 10 | |||||||
Aggregate purchase price | $ 100 | |||||||
Sky And Space Global Limited | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Promotional fees receivable, annual amount | $ 1 | |||||||
Promotional fees receivable, term of contract | 3 years | |||||||
Referral fee payable per launch | $ 0.1 | |||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 11,000,000 | 11,000,000 | ||||||
Sale of stock price per share (in dollars per share) | $ / shares | $ 0.20 | |||||||
Aggregate purchase price | $ 1,700,000 | $ 2.2 | ||||||
Equity method investment, ownership percentage | 14.70% | |||||||
Minimum ownership for maintaining seat on board of directors (in shares) | shares | 1,000,000 | |||||||
Unrealized gain (loss) on investments | $ 1,700,000 | |||||||
Unrealized loss on hedged item in fair value hedge | 200,000 | |||||||
Sale and issuance (in shares) | shares | 7,000,000 | |||||||
Option strike price (in dollars per share) | $ / shares | $ 400,000 | |||||||
Other income, net | 1,200,000 | |||||||
Arqit Limited | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 500,000 | |||||||
Sale of stock price per share (in dollars per share) | $ / shares | $ 10 | |||||||
Aggregate purchase price | $ 5,000,000 | $ 5,000,000 | 5,000,000 | |||||
Unrealized gain (loss) on investments | $ 6,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 04, 2019launch | Oct. 01, 2017USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Amount purchased under purchase commitment | $ 1.5 | $ 1.7 | ||
OneWeb | ||||
Commitments And Contingencies [Line Items] | ||||
Number of planned launches, cancelled | launch | 35 | |||
Number of planned launches | launch | 39 | |||
Customer One | ||||
Commitments And Contingencies [Line Items] | ||||
Supply commitment, amount | $ 4.9 | |||
Provision for contract losses | 12.5 | |||
Four Other Customers | ||||
Commitments And Contingencies [Line Items] | ||||
Provision for contract losses | 4.9 | |||
Third-Party PIPE Investor | ||||
Commitments And Contingencies [Line Items] | ||||
Provision for contract losses | 4.1 | |||
Inventories | Customer One | ||||
Commitments And Contingencies [Line Items] | ||||
Provision for contract losses | 6.9 | |||
Inventories | Four Other Customers | ||||
Commitments And Contingencies [Line Items] | ||||
Provision for contract losses | 4.7 | |||
Net Contract Cost | Customer One | ||||
Commitments And Contingencies [Line Items] | ||||
Provision for contract losses | 2.4 | |||
Net Contract Cost | Four Other Customers | ||||
Commitments And Contingencies [Line Items] | ||||
Provision for contract losses | $ 0.2 | |||
Minimum | ||||
Commitments And Contingencies [Line Items] | ||||
Renewal term | 3 years | |||
Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Renewal term | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 3,046 | |
2023 | 3,064 | |
2024 | 3,121 | |
2025 | 2,444 | |
2026 | 2,631 | |
Thereafter | 9,647 | |
Total payments | 23,953 | |
Imputed interest/present value discount | (8,570) | |
Present value of lease liabilities | 15,383 | $ 14,794 |
Finance Leases | ||
2022 | 258 | |
2023 | 81 | |
2024 | 18 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total payments | 357 | |
Imputed interest/present value discount | (20) | |
Present value of lease liabilities | $ 337 | $ 539 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Payments Due by Periods | |
Less than 1 year (remaining) | $ 20,948 |
1 – 3 years | 27,500 |
3 – 5 years | 0 |
More than 5 years | 0 |
Total | $ 48,448 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | ||
Defined contribution plan, cost | $ 4 | $ 4 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 04, 2022 | Dec. 31, 2021 | Mar. 28, 2022 | Dec. 29, 2021 | Sep. 02, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Options, grant date fair value | $ 4,200 | |||||
Aggregate intrinsic value | $ 35,014 | $ 0 | ||||
Shares authorized under equity purchase agreement (in shares) | 250,000,000 | |||||
Options | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting rights, percentage | 25.00% | |||||
Award vesting rights, quarterly vesting percentage | 75.00% | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Options, grant date fair value | $ 5,600 | |||||
Shares authorized under equity purchase agreement (in shares) | 250,000,000 | |||||
Subsequent Event | Mr. Hart | ||||||
Subsequent Event [Line Items] | ||||||
Stock options grants (in shares) | 820,349 | |||||
Subsequent Event | Mr. Hart | Options | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting rights, percentage | 25.00% | |||||
Award vesting rights, quarterly vesting percentage | 75.00% | |||||
Subsequent Event | Messrs. Simpson and Gingiss | ||||||
Subsequent Event [Line Items] | ||||||
Stock options grants (in shares) | 164,070 | |||||
Subsequent Event | Messrs. Simpson and Gingiss | Options | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting rights, percentage | 25.00% | |||||
Subsequent Event | New Hire And Annual Refresh Awards | ||||||
Subsequent Event [Line Items] | ||||||
Stock options grants (in shares) | 3,900,000 | |||||
Aggregate intrinsic value | $ 19,000 |