Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 335,159,079 | |
Entity Central Index Key | 0001843388 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | |
Private Placement Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock, $0.0001 par value per share | |
Trading Symbol | VORBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 122,072 | $ 194,154 |
Restricted cash | 828 | 828 |
Accounts receivable, net | 11,263 | 2,080 |
Inventory | 66,529 | 33,927 |
Prepaid expenses and other current assets | 15,122 | 7,789 |
Total current assets | 215,814 | 238,778 |
Property, plant and equipment, net | 65,838 | 61,425 |
Right-of-use assets | 12,986 | 14,685 |
Investments | 4,678 | 13,498 |
Other noncurrent assets | 1,404 | 3,354 |
Total assets | 300,720 | 331,740 |
Current liabilities | ||
Accounts payable | 9,064 | 10,334 |
Current portion of lease obligation | 1,348 | 1,642 |
Current portion of provision for contract losses | 4,750 | 0 |
Accrued liabilities and other current liabilities | 22,611 | 23,832 |
Deferred revenue | 37,329 | 12,150 |
Total current liabilities | 75,102 | 47,958 |
Lease obligation, net of current portion | 12,595 | 14,078 |
Deferred revenue, net of current portion | 20,753 | 28,991 |
Convertible debt | 50,000 | 0 |
Public and private placement warrant liabilities | 8,508 | 20,188 |
Provision for contract losses, net of current portion and other long-term liabilities | 9,645 | 7,555 |
Total liabilities | 176,603 | 118,770 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity | ||
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; 335,102,523 and 334,919,914 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. | 36 | 34 |
Additional paid-in capital | 1,040,489 | 1,033,393 |
Accumulated deficit | (916,316) | (820,454) |
Accumulated other comprehensive loss | (92) | (3) |
Total stockholders’ equity | 124,117 | 212,970 |
Total liabilities and stockholders’ equity | $ 300,720 | $ 331,740 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, issued (in shares) | 335,102,523 | 334,919,914 |
Common stock, outstanding (in shares) | 335,102,523 | 334,919,914 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 5 | $ 1,693 | $ 2,116 | $ 7,228 |
Cost of revenue | 3,427 | 14,292 | 20,868 | 16,673 |
Gross loss | (3,422) | (12,599) | (18,752) | (9,445) |
Selling, general and administrative expenses | 27,845 | 20,480 | 60,271 | 39,963 |
Research and development expenses | 9,135 | 11,616 | 19,938 | 29,447 |
Operating loss | (40,402) | (44,695) | (98,961) | (78,855) |
Other (expense) income: | ||||
Change in fair value of equity investments | (4,635) | 0 | (8,820) | 0 |
Change in fair value of liability classified warrants | 11,680 | 0 | 11,680 | 0 |
Interest expense, net | (52) | (6) | (80) | (13) |
Other income | 121 | 53 | 323 | 1,895 |
Total other (expense) income, net: | 7,114 | 47 | 3,103 | 1,882 |
Loss before income taxes | (33,288) | (44,648) | (95,858) | (76,973) |
Provision for income taxes | 4 | 0 | 4 | 0 |
Net loss | (33,292) | (44,648) | (95,862) | (76,973) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (28) | 13 | (89) | (20) |
Total comprehensive loss | $ (33,320) | $ (44,635) | $ (95,951) | $ (76,993) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.10) | $ (0.16) | $ (0.29) | $ (0.28) |
Diluted (in dollars per share) | $ (0.10) | $ (0.16) | $ (0.29) | $ (0.28) |
Weighted average shares outstanding | ||||
Basic (in shares) | 334,961,932 | 284,074,351 | 334,915,940 | 278,185,084 |
Diluted (in shares) | 334,961,932 | 284,074,351 | 334,915,940 | 278,185,084 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated other comprehensive income (loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 266,619,585 | ||||
Beginning balance at Dec. 31, 2020 | $ (199,622) | $ 27 | $ 463,380 | $ 134 | $ (663,163) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (32,325) | (32,325) | |||
Stock-based compensation | 1,421 | 1,421 | |||
Exercise of stock options (in shares) | 2,789 | ||||
Exercise of stock options | 21 | 21 | |||
Advances to stock option holders | 18 | 18 | |||
Other comprehensive income | (33) | (33) | |||
Issuance of common stock due to Parent Company contributions (in shares) | 12,646,392 | ||||
Issuance of common stock due to Parent Company contributions | 46,141 | $ 1 | 46,140 | ||
Conversion of long-term debt due to Parent Company to Parent Company non-cash contributions | 235,108 | 235,108 | |||
Ending balance (in shares) at Mar. 31, 2021 | 279,268,766 | ||||
Ending balance at Mar. 31, 2021 | 50,729 | $ 28 | 746,088 | 101 | (695,488) |
Beginning balance (in shares) at Dec. 31, 2020 | 266,619,585 | ||||
Beginning balance at Dec. 31, 2020 | (199,622) | $ 27 | 463,380 | 134 | (663,163) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (76,973) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 288,495,119 | ||||
Ending balance at Jun. 30, 2021 | 47,977 | $ 29 | 787,970 | 114 | (740,136) |
Beginning balance (in shares) at Mar. 31, 2021 | 279,268,766 | ||||
Beginning balance at Mar. 31, 2021 | 50,729 | $ 28 | 746,088 | 101 | (695,488) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (44,648) | (44,648) | |||
Stock-based compensation | 1,327 | 1,327 | |||
Exercise of stock options (in shares) | 195,594 | ||||
Exercise of stock options | 758 | 758 | |||
Advances to stock option holders | 0 | ||||
Other comprehensive income | 13 | 13 | |||
Issuance of common stock due to Parent Company contributions (in shares) | 9,030,759 | ||||
Issuance of common stock due to Parent Company contributions | 39,798 | $ 1 | 39,797 | ||
Ending balance (in shares) at Jun. 30, 2021 | 288,495,119 | ||||
Ending balance at Jun. 30, 2021 | 47,977 | $ 29 | 787,970 | 114 | (740,136) |
Beginning balance (in shares) at Dec. 31, 2021 | 334,919,914 | ||||
Beginning balance at Dec. 31, 2021 | 212,970 | $ 34 | 1,033,393 | (3) | (820,454) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (62,570) | (62,570) | |||
Stock-based compensation | 3,814 | 3,814 | |||
Other comprehensive income | (61) | (61) | |||
Ending balance (in shares) at Mar. 31, 2022 | 334,919,914 | ||||
Ending balance at Mar. 31, 2022 | 154,153 | $ 34 | 1,037,207 | (64) | (883,024) |
Beginning balance (in shares) at Dec. 31, 2021 | 334,919,914 | ||||
Beginning balance at Dec. 31, 2021 | 212,970 | $ 34 | 1,033,393 | (3) | (820,454) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (95,862) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 335,102,523 | ||||
Ending balance at Jun. 30, 2022 | 124,117 | $ 36 | 1,040,489 | (92) | (916,316) |
Beginning balance (in shares) at Mar. 31, 2022 | 334,919,914 | ||||
Beginning balance at Mar. 31, 2022 | 154,153 | $ 34 | 1,037,207 | (64) | (883,024) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (33,292) | (33,292) | |||
Stock-based compensation | 2,633 | 2,633 | |||
Exercise of stock options (in shares) | 182,609 | ||||
Exercise of stock options | 651 | $ 2 | 649 | ||
Other comprehensive income | (28) | (28) | |||
Ending balance (in shares) at Jun. 30, 2022 | 335,102,523 | ||||
Ending balance at Jun. 30, 2022 | $ 124,117 | $ 36 | $ 1,040,489 | $ (92) | $ (916,316) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (95,862) | $ (76,973) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,567 | 7,236 |
Stock-based compensation | 6,446 | 2,748 |
Inventory write-down | 1,581 | 0 |
Write-off of right-of-use assets | 70 | 0 |
Non-cash investment in Sky and Space | 0 | (1,706) |
Change in fair value of equity investments | 8,820 | 0 |
Change in fair value of liability classified warrants | (11,680) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,182) | 2,225 |
Contract assets | (3,067) | (2,452) |
Inventory | (27,342) | (11,342) |
Prepaid expenses and other current assets | (4,267) | (1,734) |
Deferred transaction costs | 0 | (90) |
Other noncurrent assets | 1,953 | (43) |
Due to related party, net | (8) | (83) |
Accounts payable | (1,271) | 4,947 |
Other long-term liabilities | (691) | (437) |
Accrued liabilities | (1,212) | (626) |
Deferred revenue | 16,942 | 1,107 |
Other, net | (112) | (20) |
Net cash used in operating activities | (112,315) | (77,243) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (10,257) | (11,749) |
Net cash used in investing activities | (10,257) | (11,749) |
Cash flows from financing activities: | ||
Payments of finance lease obligations | (161) | (113) |
Proceeds from the exercise of stock options | 651 | 778 |
Advances to stock option holders | 0 | 18 |
Parent Company contributions | 0 | 85,939 |
Proceeds from convertible debt | 50,000 | 0 |
Net cash provided by financing activities | 50,490 | 86,622 |
Net decrease in cash and cash equivalents and restricted cash | (72,082) | (2,370) |
Cash and cash equivalents and restricted cash at the beginning of the period | 194,982 | 26,786 |
Cash and cash equivalents and restricted cash at the end of the period | 122,900 | 24,416 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 122,072 | 23,588 |
Restricted cash | 828 | 828 |
Cash and cash equivalents and restricted cash | 122,900 | 24,416 |
Schedule for non-cash investing activities and financing activities | ||
Unpaid property, plant and equipment received | 112 | 790 |
Unpaid debt issuance costs | $ 100 | $ 0 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
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 launch operations to place payloads into orbit. The Company is a vertically integrated aerospace company that provides customers with dedicated and rideshare small satellite launch capabilities for various industries including government, research and education. We develop and manufacture our launch technology from a vertically-integrated manufacturing facility in Long Beach, California, with a testing facility in Mojave, California. So far, we have successfully completed a total of four orbital launches in 2021 and 2022, which we believe demonstrates the efficacy of our launch system. To date, we have delivered 33 satellites for commercial, civil and national security and defense customers to their desired orbits with high precision. Through our proprietary mobile launch system, we offer greater and more predictable access to space, enabling our vision of using space to drive positive and lasting change on Earth. The Company plans to conduct future commercial launches from other locations, including Cornwall in the UK. Since our founding in 2017, we have invested in research and development efforts to develop a unique air-launch system, comprised of Cosmic Girl, a modified Boeing 747 aircraft, and the LauncherOne rocket. Cosmic Girl serves as a reusable mobile launch pad, carrying LauncherOne aloft, and LauncherOne is a two-stage rocket that is the world’s first and only liquid-fueled, air-launched rocket to reach orbit successfully. This mobile system allows us to serve a broad array of applications and markets, providing customers with a highly differentiated solution to launch satellites relative to other existing small satellite ground launch providers. The Business Combination The registrant was initially formed on January 11, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The registrant was formed as NextGen Acquisition Corp. II (“NextGen”) and, at the time of the consummation of the transactions described in the following paragraph (the “Business Combination”), NextGen changed its name to Virgin Orbit Holdings, Inc. On August 22, 2021, the registrant entered into a merger agreement (the “Merger Agreement”) with Pulsar Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the registrant (“Pulsar Merger Sub”), and Vieco USA, Inc. (“Vieco USA”). On December 29, 2021, as contemplated by the Merger Agreement and following approval by the registrant’s shareholders at an extraordinary general meeting held December 28, 2021, the registrant filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the registrant was domesticated and continues as a Delaware corporation, changing its name to “Virgin Orbit Holdings, Inc.” (the “Domestication”). Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands (“Parent Company”), is the holder of a majority of our outstanding common stock. Upon the closing of the Business Combination (the “Transaction Close” or 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 of approximately 1.250301 (the “Exchange Ratio”) 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. 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. 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 The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated interim financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the condensed consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company has not generated positive cash flows from operations or sufficient revenues to provide sufficient cash flows to enable the Company to finance its operations internally, and may not be able to raise sufficient capital to do so. We have incurred significant losses since our inception and had an accumulated deficit of $916.3 million as of June 30, 2022. In June 2022, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which we sold a convertible debenture and raised gross proceeds of $50.0 million, as discussed in Note 11. Convertible Debt . Our cash and cash equivalents were $122.1 million and $194.2 million as of June 30, 2022 and December 31, 2021, respectively. Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , our management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within our control as of the date the unaudited condensed consolidated interim financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the unaudited condensed consolidated interim financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated interim financial statements are issued. In connection with the Company’s assessment of going concern considerations, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate within 12 months. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management’s plans to mitigate an expected shortfall of capital to support future operations include expanding commercial operations, raising additional funds through borrowings or additional sales of securities or other sources, and managing our working capital. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise substantial additional capital, operations and production plans may be scaled back or curtailed. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. COVID-19 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 have included travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Consistent with the actions taken by governmental authorities, including 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. 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 condensed consolidated financial statements, all of our employees whose work requires them to be in our facilities are now back on-site, but we have experienced, and expect to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken related to COVID-19. While many restrictions associated with COVID-19 have more recently been relaxed, the longevity and extent of the COVID-19 pandemic remains uncertain, including due to the emergence and impact of the COVID-19 variants. These measures and challenges may continue for the duration of the pandemic and may affect our revenue growth while the pandemic continues. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of Presentation These unaudited condensed 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. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. (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 condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed 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 condensed 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, contingencies, and contract losses for cost estimates-to-complete. (d) 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 condensed consolidated balance sheets. Launch service revenue was $0.0 million and $1.6 million for the three months June 30, 2022 and 2021, respectively, and $1.8 million and $6.2 million for the six months ended June 30, 2022 and 2021, respectively. 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 $0.0 and $0.3 million for the three months ended June 30, 2022 and 2021, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2022 and 2021, 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 June 30, 2022 and December 31, 2021, the Company recorded $6.1 million and $3.1 million, respectively, of contract assets, included in prepaid expenses and other current assets in the condensed 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 $20.8 million and $29.0 million as of June 30, 2022 and December 31, 2021, respectively. Current deferred revenue was $37.3 million and $12.2 million as of June 30, 2022 and December 31, 2021, 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 condensed 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 June 30, 2022, the Company has fourteen launch services and two engineering services revenue contracts for which it expects to transfer all remaining performance obligations to the customer by the fiscal year ending December 31, 2025. 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. (e) Cost of Revenue Cost of revenue related to launch services and engineering services 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, 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 $3.4 million and $14.3 million for the three months ended June 30, 2022 and June 30, 2021,respectively. The costs of revenue were $20.9 million and $16.7 million for the six months ended June 30, 2022 and June 30, 2021, respectively. As of June 30, 2022, total contract loss provisions totaled $19.9 million, of which $5.8 million was recorded as a reduction to inventory. For the three months ended June 30, 2022 the Company recorded contract losses of $1.2 million. During the six months ended June 30, 2022, the Company recorded a provision for contract losses of $12.8 million, of which $5.8 million was recorded as a reduction of inventory. The estimated cost of this launch service concession is $4.1 million which was recorded as a reduction of additional paid in capital in December 2021. During the six months ended June 30, 2022 and June 30, 2021, respectively, 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. (f) 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 condensed consolidated statements of operations and comprehensive loss. (g) Convertible Debt The Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The Company has elected to apply the fair value option to the convertible debt on the date that the Company first recognizes the convertible debt on June 28, 2022. The Company acknowledges that its election to apply the fair value option is irrevocable. The Company recognized costs incurred upon issuance of the convertible debt as an expense in its consolidated income statement for the six months ended June 30, 2022. The convertible debt will be classified and presented as a long-term liability on the Consolidated Balance Sheet as of June 30, 2022. Changes in fair value will be recorded in the statements of operations and changes in fair value related to credit risk will be recorded in other comprehensive loss. (h) Other Summary of Significant Accounting Policies There have been no other significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2022, as amended (the “2021 Annual Report on Form 10-K”). The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s 2021 Annual Report on Form 10-K. Interim results are not necessarily indicative of the results for a full year. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
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. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023 for smaller reporting companies, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. 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 condensed 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 condensed consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The 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) $375 thousand for each of the first four quarters after our commercial launch. As of June 30, 2022, royalties payable was $375 thousand due to VEL. The royalties expense was $750 thousand for the six months ended June 30, 2022. As of December 31, 2021, royalties payable 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 this date, royalties payable for the use of license was the greater of 1% of revenue or $20 thousand per quarter. On October 25, 2019, the Company entered into a transition services agreement (“TSA”) with Galactic Enterprises, LLC, f/k/a Virgin Galactic, LLC (“GEL”) primarily for certain operating and administrative services. The original agreement expired in October 2021, and on a limited form of this agreement has been extended through July 15, 2022. Under the original agreement, GEL provided pilot utilization services, finance and accounting services and insurance advisory services to the Company, and the Company provided 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 GEL. Under the limited extension, GEL provides pilot utilization services and the use of office space, and the Company provides GEL with propulsion engineering services, tank design support services, tank manufacturing services, and office space access and usage. Costs incurred for the TSA were not material for the three months ended June 30, 2022 and June 30, 2021. In addition to the TSA, the Company records direct charges from GEL for other general administrative expenses. There were $3 thousand in reimbursements for the three months ended June 30, 2022 and $1 thousand in reimbursements for the three months ended June 30, 2021, which were recorded as a reduction of selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The Company has a payable of $33 thousand and $42 thousand as of June 30, 2022 and December 31, 2021, respectively, due to Virgin Galactic Holdings, Inc. (“VGH”), the parent of GEL. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021, respectively, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measurements as of June 30, 2022 Level 1 Level 2 Level 3 Assets (in thousands) Money market $ 64,760 $ — $ — Investments 4,678 — — Total assets at fair value $ 69,438 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 4,515 $ — $ — Derivative warrant liabilities - Private placement warrants — — 3,993 Convertible debt — — 50,000 Total liabilities at fair value $ 4,515 $ — $ 53,993 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets (in thousands) 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 convertible debt is recorded on the condensed consolidated 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 condensed consolidated statements of operations and comprehensive loss. As of June 30, 2022 fair value was determined at $50 million, its face-value, based on the following: no discount or premium was issued related to the debt, interest rate of 6% is within the market-rate for convertible debt so the Company would not be subject to above or below-market interest payments. Quarterly, the fair value of convertible debt will be remeasured estimated using the Monte-Carlo model or the Black-Scholes model. The Company’s warrant liability as of June 30, 2022 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 condensed consolidated 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 condensed 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 December 31, 2021 through June 30, 2022 is summarized as follows: Private Placement Warrants (in thousands) Warrant liabilities at December 31, 2021 $ 9,475 Change in fair value of derivative warrant liabilities (5,482) Warrant liabilities at June 30, 2022 $ 3,993 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of June 30, 2022 and December 31, 2021, inventory is comprised of raw materials, labor, and overhead costs incurred for the production of the Company’s rockets. As of June 30, December 31, (In thousands) Raw materials $ 18,293 $ 18,890 Work in process 54,878 27,123 Inventories, gross 73,171 46,013 Provision for contract losses (5,796) (11,626) Reserve for inventory excess and obsolescence (846) (460) Inventory $ 66,529 $ 33,927 As of June 30, 2022, the Company determined inventory related to a certain rocket builds was not recoverable. As a result, $5.7 million of write-downs to our estimated net realizable value in previous periods were made, with no additional write-downs during the three months ended June 30, 2022 to our estimated net realizable value. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following as of June 30, 2022 and December 31, 2021: As of June 30, December 31, (In thousands) Leasehold improvements $ 23,834 $ 23,501 Machinery and equipment 61,475 59,358 Aircraft 8,000 8,000 IT software and equipment 24,145 22,397 Construction in progress 29,155 23,167 146,609 136,423 Less: accumulated depreciation and amortization (80,771) (74,998) Property, plant and equipment, net $ 65,838 $ 61,425 Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2022 and 2021 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 736 $ 556 $ 985 $ 556 Research and development, net 126 185 256 1,059 Selling, general and administrative 1,875 2,332 4,298 4,581 Total depreciation expense $ 2,737 $ 3,073 $ 5,539 $ 6,196 The Company’s capitalized software totaled $1.1 million and $0.8 million, net of accumulated amortization of $7.7 million and $7.4 million, as of June 30, 2022 and December 31, 2021, respectively. No amortization expense is recorded until the software is ready for its intended use. For the three months ended June 30, 2022 and 2021, amortization expense related to capitalized software was $0.2 million and $0.2 million, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
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. The components of lease expense related to leases for the period are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) Lease Cost: Operating lease expense $ 1,044 $ 711 $ 1,828 $ 1,384 Short-term lease expense $ 417 $ 918 $ 1,292 $ 1,728 Finance lease cost: Amortization of right-of-use assets $ 84 $ 64 $ 163 $ 128 Interest on lease obligations 7 6 14 13 Total finance lease cost 91 70 177 141 Total lease cost $ 1,552 $ 1,699 $ 3,297 $ 3,253 The components of supplemental cash flow information related to leases for the period are as follows: Six Months Ended June 30, 2022 2021 (In thousands) Cash flow information: Cash paid for amounts included in the measurement of lease obligations for the period ended: Operating cash flows for operating leases $ 1,882 $ 1,288 Operating cash flows for finance leases $ 15 $ 13 Financing cash flows for finance leases $ 161 $ 113 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 1,632 Finance leases $ — $ — Termination of right-of-use asset, net $ 1,300 $ — Other information: Weighted average remaining lease term: Operating leases (in years) 8 8 Finance leases (in years) 2 2 Weighted average discount rates: Operating leases 11.7 % 10.9 % Finance leases 5.6 % 5.2 % The supplemental condensed consolidated balance sheet information related to leases for the period is as follows: As of June 30, December 31, (In thousands) Finance leases Long-term right-of-use assets $ 494 $ 252 Short-term finance lease liabilities $ 292 $ 258 Long-term finance lease liabilities 258 79 Total finance lease liabilities $ 550 $ 337 Operating leases Long-term right-of-use assets $ 12,492 $ 14,433 Short-term operating lease liabilities $ 1,056 $ 1,384 Long-term operating lease liabilities 12,337 13,999 Total operating lease liabilities $ 13,393 $ 15,383 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 June 30, 2022 are as follows: Operating Finance (In thousands) 2022 $ 1,214 $ 146 2023 2,604 223 2024 2,651 226 2025 2,167 — 2026 2,631 — Thereafter 9,647 — Total payments $ 20,914 $ 595 Less: Imputed interest/present value discount (7,521) (45) Present value of lease liabilities $ 13,393 $ 550 |
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. The components of lease expense related to leases for the period are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) Lease Cost: Operating lease expense $ 1,044 $ 711 $ 1,828 $ 1,384 Short-term lease expense $ 417 $ 918 $ 1,292 $ 1,728 Finance lease cost: Amortization of right-of-use assets $ 84 $ 64 $ 163 $ 128 Interest on lease obligations 7 6 14 13 Total finance lease cost 91 70 177 141 Total lease cost $ 1,552 $ 1,699 $ 3,297 $ 3,253 The components of supplemental cash flow information related to leases for the period are as follows: Six Months Ended June 30, 2022 2021 (In thousands) Cash flow information: Cash paid for amounts included in the measurement of lease obligations for the period ended: Operating cash flows for operating leases $ 1,882 $ 1,288 Operating cash flows for finance leases $ 15 $ 13 Financing cash flows for finance leases $ 161 $ 113 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 1,632 Finance leases $ — $ — Termination of right-of-use asset, net $ 1,300 $ — Other information: Weighted average remaining lease term: Operating leases (in years) 8 8 Finance leases (in years) 2 2 Weighted average discount rates: Operating leases 11.7 % 10.9 % Finance leases 5.6 % 5.2 % The supplemental condensed consolidated balance sheet information related to leases for the period is as follows: As of June 30, December 31, (In thousands) Finance leases Long-term right-of-use assets $ 494 $ 252 Short-term finance lease liabilities $ 292 $ 258 Long-term finance lease liabilities 258 79 Total finance lease liabilities $ 550 $ 337 Operating leases Long-term right-of-use assets $ 12,492 $ 14,433 Short-term operating lease liabilities $ 1,056 $ 1,384 Long-term operating lease liabilities 12,337 13,999 Total operating lease liabilities $ 13,393 $ 15,383 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 June 30, 2022 are as follows: Operating Finance (In thousands) 2022 $ 1,214 $ 146 2023 2,604 223 2024 2,651 226 2025 2,167 — 2026 2,631 — Thereafter 9,647 — Total payments $ 20,914 $ 595 Less: Imputed interest/present value discount (7,521) (45) Present value of lease liabilities $ 13,393 $ 550 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities A summary of the components of Accrued liabilities as of June 30, 2022 and December 31, 2021 is as follows: As of June 30, December 31, (In thousands) Accrued payroll $ 1,779 $ 1,490 Accrued vacation 4,171 3,966 Accrued bonus 4,350 8,773 Other accrued expenses 12,311 9,603 Total accrued liabilities $ 22,611 $ 23,832 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Warrants | WarrantsAs of June 30, 2022 and December 31, 2021, the Company’s public and private warrant liabilities 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 condensed consolidated 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 Company remeasured the fair value of warrants at June 30, 2022 with changes recorded in earnings. In connection with the Company's remeasurement of the warrants to fair value, the Company recorded income of approximately $11.7 million for the six months ended June 30, 2022. 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 public warrants. The following table provides quantitative information regarding the Private Placement Warrants Level 3 fair value inputs for the following measurement dates: As of June 30, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 3.83 $ 8.04 Option term (in years) 4.5 5 Volatility 52.5 % 32.5 % Risk-free interest rate 3.01 % 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, |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Convertible Debt On June 28, 2022 (the “Effective Date”), we entered into the Securities Purchase Agreement with the investor pursuant to which we sold and issued to the investor the debt on June 29, 2022 in the principal amount of $50.0 million, which is convertible into shares of our Common Stock subject to certain conditions and limitations set forth in the Securities Purchase Agreement and the debt. The investor will use commercially reasonable efforts to convert $2.7 million in each 30-day period beginning on August 28, 2022, provided that certain conditions are satisfied as of each such period. The debt bears interest at an annual rate of 6.0% and has a maturity date of December 29, 2023. The debt provides a conversion right, in which any portion of the principal amount of the debt, together with any accrued but unpaid interest, may be converted into our Common Stock at a conversion price equal to the lower of (i) $4.64 or (ii) 95% of the average of the two lowest daily volume weighted average price of the Common Stock during the three (3) trading days immediately preceding the date of conversion (but not lower than a certain floor price, currently set at $2.52, that is subject to further adjustment in accordance with the terms of the debt). The debt may not be converted into Common Stock to the extent such conversion would result in the investor and its affiliates having beneficial ownership of more than 9.99% of our then outstanding shares of Common Stock; provided that this limitation may be waived by the investor upon not less than 65 days’ prior notice to us. The debt provides us, subject to certain conditions, with a redemption right pursuant to which we, upon three (3) business days’ prior notice to the investor in the case of a partial redemption or ten (10) business days’ notice in the case of a full redemption, may redeem, in whole or in part, any of the outstanding principal and interest thereon at a redemption price equal to 2.5% of the principal amount being redeemed on or before October 1, 2022, and thereafter at a redemption price equal to 5.0% of the principal amount being redeemed. The debt includes a repayment trigger base on if the daily volume-weighted average price (“VWAP”) of common stock is less than the floor price of $2.52 for (7) seven trading days during a period of (10) ten consecutive trading days, then the Company is required to make monthly payments, beginning on the 10th calendar day after the triggering date of $4,000,000 of principal plus the redemption premium (5% of the principal) plus accrued interest. The monthly repayment trigger will cease if the Company provides the investor a reset notice reducing the Floor Price,(Floor Price means $2.52 per share), limited to no more than 85% of VWAP and not less that $1.00. or the daily VWAP is greater than the Floor Price for (5) five consecutive trading days. The Company and Investor entered into a registration rights agreement (the “Registration Rights Agreement”) to which the Company is required to file a registration statement registering the resale by the Investor of any shares of the Company’s common stock issuable upon conversion. The Company is required to meet certain obligations with respect to the timeliness of the filing and effectiveness of the registration statement. The Company is required to file such registration statement no later than 30 days following the Effective Date. The Company accounts for the convertible debt in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the convertible debt does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the convertible debt as a liability at fair value and remeasures the convertible debt to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until fully converted into common stock, and any change in fair value is recognized in the consolidated statements of operations and comprehensive loss. The amount of proceeds the Company received from the investor was the full face value of $50 million. There was no discount or premium issued with this debt . The note will not be included in the computation of either basic or diluted EPS for the six months ended June 30, 2022 in Note 15. Net Loss Per Share . This financial instrument should not be included in basic EPS because it does not represent participating securities. Further, the convertible Note should not be included in diluted EPS because the Company reported a net loss from continuing operations for the six months ended June 30, 2022; thus, including these financial instruments would have an antidilutive effect on EPS. As of June 30, 2022, the Company had a principal balance of $50.0 million and accrued interest expense of $16.4 thousand. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense was $4 thousand and $0 for the three months ended June 30, 2022 and 2021, respectively. Income tax expense was $4 thousand and $0 for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rate was nil for the three months ended June 30, 2022 and 2021. The effective income tax rate was nil for the six months ended June 30, 2022 and 2021 . 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. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock We have authority to issue 2,000,000,000 shares of common stock, par value $0.0001 per share. 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 II LLC (“NextGen Sponsor”) has subjected the 1,319,980 Sponsor Earnback Shares (the “Sponsor Earnback Securities”) of issued and outstanding common stock and 1,015,190 Sponsor Earnback Warrants (the “Sponsor Earnback Warrants”) of issued and outstanding private placement warrants to transfer 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 June 30, 2022, the earnback triggering events were not satisfied and the Sponsor Earnback Securities remained subject to the transfer restrictions and contingent forfeiture provisions. Standby Equity Purchase Agreement On March 28, 2022 (the “Effective Date”), we entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (the “Investor”), pursuant to which we have 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. We have agreed with the Selling Stockholder not to sell to the Selling Stockholder any shares under the Standby Equity Purchase Agreement until the earlier of the date upon which (i) all amounts outstanding under the debt have been fully repaid or converted into shares of common stock or, (ii) neither the Selling Stockholder, nor any affiliate of the Selling Stockholder, holds the debt , or (iii) the Selling Stockholder no longer has any right or ability to convert any portion of the debt into shares of common stock. Upon the initial satisfaction of the conditions to the Investor’s obligation to purchase shares of common stock set forth in the Purchase Agreement (the “Commencement”), including that a registration statement registering the resale by the Investor of the shares of common stock under the Securities Act that may be sold to Investor by us under the Purchase Agreement (the “Initial Resale Registration Statement”) is declared effective by the Securities and Exchange Commission (the “SEC”) and a final prospectus relating thereto is filed with the SEC, we will have the right, but not the obligation, from time to time at our sole discretion until the first day of the month next following the 36-month period from and after the Effective Date, to direct the Investor to purchase up to a specified maximum amount of shares of common stock as set forth in the Purchase Agreement by delivering written notice (each, a “Notice”) to the Investor. The purchase price of the shares of common stock that we may sell to the Investor pursuant to the Purchase Agreement will be 97.5% of the average of the volume weighted average price of our common stock during each trading day in the three (3) consecutive trading days commencing on the trading day following delivery of a Notice (other than any trading days excluded pursuant to the terms of the Purchase Agreement) (such period, the “Pricing Period”). The maximum amount to be sold pursuant to each Notice may not exceed $50 million, and a Notice cannot be delivered earlier than six trading days following the Pricing Period relating to any prior Notice. Any shares of common stock that may be sold by us under the Purchase Agreement will be sold in transactions exempt from registration under the Securities Act in reliance upon the exemption afforded under Section 4(a)(2). The Standby Equity Purchase Agreement prohibits us from directing the Investor to purchase any shares of common stock pursuant to the Purchase Agreement if those shares, when aggregated with all other shares of our common stock then beneficially owned by the Investor and its affiliates, would result in the Investor and its affiliates having beneficial ownership of more than the 9.99% of our then outstanding shares of common stock. Additionally, under applicable Nasdaq rules, we may not issue to the Selling Stockholder more than 9.99% of the total number of shares of common stock that were outstanding immediately prior to the execution of the Standby Equity Purchase Agreement without prior stockholder approval, unless certain stipulations are met. The Standby Equity Purchase Agreement contains customary registration rights, representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain important limitations. The Standby Equity Purchase Agreement also provides that we may request a pre-advance loan from the Investor in a principal amount not to exceed $50.0 million. Subject to the terms of the Standby Equity Purchase Agreement, we have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon five (5) trading days’ prior written notice. No termination of the Purchase Agreement will affect the indemnification provisions contained within the Purchase Agreement, which will survive any termination of the Purchase Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company maintains a stock-based compensation plan 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, Inc. (“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, the adoption of the 2021 Stock Incentive Plan (the “2021 Plan”) replaces the 2017 Plan for issuance of new awards. 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 Plan in order to facilitate the grant of cash and equity incentives to 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 first granted in January 2022. 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. Stock Options The following table includes the activity during the six months ended June 30, 2022 for all stock options granted under the 2021 Plan: Number of shares (2) Weighted Weighted Aggregate intrinsic value (1) (In thousands) (In dollars) (In years) (In thousands) Balances as of December 31, 2021 9,101 $ 3.78 6.35 $ — Granted 5,371 6.77 Exercised (188) 3.75 Forfeited options (801) 5.31 Expired or cancelled options (94) 3.79 Balances as of June 30, 2022 13,389 $ 4.88 7.71 $ 1,146 Exercisable as of June 30, 2022 7,010 $ 3.96 6.55 $ 443 _______________ (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options at the period end date. (2) Shares include time-based options and exclude the CEO milestone awards, totaling 1.6 million stock options described below. Stock-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2022 and 2021 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 322 $ 130 $ 676 $ 181 Research and development 156 125 455 393 Selling, general and administrative 2,154 1,072 5,315 2,174 $ 2,632 $ 1,327 $ 6,446 $ 2,748 As of June 30, 2022, and 2021, there was $19.0 million and $3.2 million, respectively, of total unrecognized stock-based compensation related to the unvested stock options granted. As of June 30, 2022, the total cost is expected to be recognized over a weighted average term of 3.3 years and 1.2 years, respectively. The total fair value of shares vested during the six months ended June 30, 2022 and 2021 was $17.7 million and $1.0 million, respectively. 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 options with an estimated grant date fair value approximating $2.5 million. On June 30, 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 the six months ended June 30, 2022 are as follows: 2022 Expected life (in years) 5.97 Volatility 85.0% Risk-free interest rate 1.47% Dividend yield — There were no options granted during the six months ended June 30, 2021. Restricted Stock Units The RSUs primarily vest over four years with 25% cliff vest at the first year anniversary of the grant date and ratably over the next three years. The following table sets forth the summary of RSUs activity granted under the 2021 Plan (dollars in thousands except per share data): Number of shares (2) Weighted (In thousands) (In dollars) Balances as of December 31, 2021 — $ — Granted 16 6.43 Vested — — Forfeited — — Balances as of June 30, 2022 16 $ 6.43 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents net loss per share and related information: Three Months Ended Six Months Ended 2022 2021 2022 2021 Basic and diluted: Net loss $ (33,292) $ (44,648) $ (95,862) $ (76,973) Weighted average common shares outstanding 334,961,932 284,074,351 334,915,940 278,185,084 Basic and diluted net loss per share $ (0.10) $ (0.16) $ (0.29) $ (0.28) 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 condensed 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 June 30, 2022 and June 30, 2021, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 13,904,628 and 13,985,224 shares, respectively, the potential effect of outstanding Virgin Orbit Options to purchase shares of common stock totaling 13,491,592 shares (see Note 14. Stock-based Compensation ), and the convertible debt (see Note 11. Convertible Debt |
Investments in Noncontrolled En
Investments in Noncontrolled Entity | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Noncontrolled Entity | Investments in Noncontrolled Entity 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. 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 condensed consolidated balance sheets. The fair value of the Arqit PIPE Investment was $12.0 million as of December 31, 2021, and $3.2 million as of June 30, 2022. During the three and six months ended June 30, 2022, the Company recorded an unrealized loss of $4.6 million and $8.8 million, respectively, from the Arqit PIPE Investment in the condensed consolidated statements of operations and comprehensive loss. On September 7, 2021, Arqit delivered $5.0 million to the Company as a non-refundable deposit towards an executed launch service agreement for up to five launches, with $1 million of such deposit to be applied towards the price of each remaining launch services commencing with the second launch, if Arqit requires fewer than five launch services, and the remainder to be applied towards the price of the first launch service. As of June 30, 2022 and December 31, 2021, the Company recorded $5.0 million as a customer deposit in non-current deferred revenue on the condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Purchase commitments The Company has non-cancelable purchase commitments as of June 30, 2022, primarily related to supply and engineering services providers. The purchase commitments as of June 30, 2022 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 $ 20,999 $ 23,750 $ — $ — $ 44,749 Amounts purchased under these arrangements for the six months ended June 30, 2022 and 2021 were $2.4 million and $6.0 million, respectively. (b) 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 condensed consolidated financial statements, the claim with the bankruptcy court and disposition of the Company’s complaint remains outstanding. For the six months ended June 30, 2022 and 2021, there were no other material legal proceedings. (c) Contingencies As noted in Note. 2. Summary of S ignificant Accounting Policies , 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 for a total of $12.5 million during the year ended December 31, 2021. As of June 30, 2022, two of the three launches occurred. The provision for contract losses outstanding as of June 30, 2022 related to the remaining launch is $2.6 million. Additionally, as of December 31, 2021, 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. Also, 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 as of December 31, 2021 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. During the six months ended June 30, 2022, the Company entered into launch service agreements with seven customers for which it is probable that these launch service agreements will have costs that exceed the allocated firm fixed price of each launch to provide these services. 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from June 30, 2022 through August 9, 2022, the date at which the condensed consolidated financial statements were available to be issued and concluded there were no subsequent events to recognize in the condensed consolidated financial statements. Straight-up Launch |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed 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. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. |
Consolidation | All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed 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 condensed 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, contingencies, and contract losses for cost estimates-to-complete. |
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 condensed consolidated balance sheets. Launch service revenue was $0.0 million and $1.6 million for the three months June 30, 2022 and 2021, respectively, and $1.8 million and $6.2 million for the six months ended June 30, 2022 and 2021, respectively. 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 $0.0 and $0.3 million for the three months ended June 30, 2022 and 2021, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2022 and 2021, 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 June 30, 2022 and December 31, 2021, the Company recorded $6.1 million and $3.1 million, respectively, of contract assets, included in prepaid expenses and other current assets in the condensed 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 $20.8 million and $29.0 million as of June 30, 2022 and December 31, 2021, respectively. Current deferred revenue was $37.3 million and $12.2 million as of June 30, 2022 and December 31, 2021, 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 condensed 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. |
Cost of Revenue | Cost of RevenueCost of revenue related to launch services and engineering services 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, 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. |
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 condensed consolidated statements of operations and comprehensive loss. |
Convertible Debt | Convertible DebtThe Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The Company has elected to apply the fair value option to the convertible debt on the date that the Company first recognizes the convertible debt on June 28, 2022. The Company acknowledges that its election to apply the fair value option is irrevocable. The Company recognized costs incurred upon issuance of the convertible debt as an expense in its consolidated income statement for the six months ended June 30, 2022. The convertible debt will be classified and presented as a long-term liability on the Consolidated Balance Sheet as of June 30, 2022. Changes in fair value will be recorded in the statements of operations and changes in fair value related to credit risk will be recorded in other 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. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023 for smaller reporting companies, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. 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 condensed 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 condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021, respectively, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measurements as of June 30, 2022 Level 1 Level 2 Level 3 Assets (in thousands) Money market $ 64,760 $ — $ — Investments 4,678 — — Total assets at fair value $ 69,438 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 4,515 $ — $ — Derivative warrant liabilities - Private placement warrants — — 3,993 Convertible debt — — 50,000 Total liabilities at fair value $ 4,515 $ — $ 53,993 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets (in thousands) 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 December 31, 2021 through June 30, 2022 is summarized as follows: Private Placement Warrants (in thousands) Warrant liabilities at December 31, 2021 $ 9,475 Change in fair value of derivative warrant liabilities (5,482) Warrant liabilities at June 30, 2022 $ 3,993 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of June 30, December 31, (In thousands) Raw materials $ 18,293 $ 18,890 Work in process 54,878 27,123 Inventories, gross 73,171 46,013 Provision for contract losses (5,796) (11,626) Reserve for inventory excess and obsolescence (846) (460) Inventory $ 66,529 $ 33,927 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net consists of the following as of June 30, 2022 and December 31, 2021: As of June 30, December 31, (In thousands) Leasehold improvements $ 23,834 $ 23,501 Machinery and equipment 61,475 59,358 Aircraft 8,000 8,000 IT software and equipment 24,145 22,397 Construction in progress 29,155 23,167 146,609 136,423 Less: accumulated depreciation and amortization (80,771) (74,998) Property, plant and equipment, net $ 65,838 $ 61,425 Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2022 and 2021 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 736 $ 556 $ 985 $ 556 Research and development, net 126 185 256 1,059 Selling, general and administrative 1,875 2,332 4,298 4,581 Total depreciation expense $ 2,737 $ 3,073 $ 5,539 $ 6,196 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense related to leases for the period are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) Lease Cost: Operating lease expense $ 1,044 $ 711 $ 1,828 $ 1,384 Short-term lease expense $ 417 $ 918 $ 1,292 $ 1,728 Finance lease cost: Amortization of right-of-use assets $ 84 $ 64 $ 163 $ 128 Interest on lease obligations 7 6 14 13 Total finance lease cost 91 70 177 141 Total lease cost $ 1,552 $ 1,699 $ 3,297 $ 3,253 The components of supplemental cash flow information related to leases for the period are as follows: Six Months Ended June 30, 2022 2021 (In thousands) Cash flow information: Cash paid for amounts included in the measurement of lease obligations for the period ended: Operating cash flows for operating leases $ 1,882 $ 1,288 Operating cash flows for finance leases $ 15 $ 13 Financing cash flows for finance leases $ 161 $ 113 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 1,632 Finance leases $ — $ — Termination of right-of-use asset, net $ 1,300 $ — Other information: Weighted average remaining lease term: Operating leases (in years) 8 8 Finance leases (in years) 2 2 Weighted average discount rates: Operating leases 11.7 % 10.9 % Finance leases 5.6 % 5.2 % |
Schedule of Supplemental Balance Sheet Information | The supplemental condensed consolidated balance sheet information related to leases for the period is as follows: As of June 30, December 31, (In thousands) Finance leases Long-term right-of-use assets $ 494 $ 252 Short-term finance lease liabilities $ 292 $ 258 Long-term finance lease liabilities 258 79 Total finance lease liabilities $ 550 $ 337 Operating leases Long-term right-of-use assets $ 12,492 $ 14,433 Short-term operating lease liabilities $ 1,056 $ 1,384 Long-term operating lease liabilities 12,337 13,999 Total operating lease liabilities $ 13,393 $ 15,383 |
Schedule of 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 June 30, 2022 are as follows: Operating Finance (In thousands) 2022 $ 1,214 $ 146 2023 2,604 223 2024 2,651 226 2025 2,167 — 2026 2,631 — Thereafter 9,647 — Total payments $ 20,914 $ 595 Less: Imputed interest/present value discount (7,521) (45) Present value of lease liabilities $ 13,393 $ 550 |
Schedule of 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 June 30, 2022 are as follows: Operating Finance (In thousands) 2022 $ 1,214 $ 146 2023 2,604 223 2024 2,651 226 2025 2,167 — 2026 2,631 — Thereafter 9,647 — Total payments $ 20,914 $ 595 Less: Imputed interest/present value discount (7,521) (45) Present value of lease liabilities $ 13,393 $ 550 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | A summary of the components of Accrued liabilities as of June 30, 2022 and December 31, 2021 is as follows: As of June 30, December 31, (In thousands) Accrued payroll $ 1,779 $ 1,490 Accrued vacation 4,171 3,966 Accrued bonus 4,350 8,773 Other accrued expenses 12,311 9,603 Total accrued liabilities $ 22,611 $ 23,832 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding, Fair Value Measurement Inputs | The following table provides quantitative information regarding the Private Placement Warrants Level 3 fair value inputs for the following measurement dates: As of June 30, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 3.83 $ 8.04 Option term (in years) 4.5 5 Volatility 52.5 % 32.5 % Risk-free interest rate 3.01 % 1.26 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table includes the activity during the six months ended June 30, 2022 for all stock options granted under the 2021 Plan: Number of shares (2) Weighted Weighted Aggregate intrinsic value (1) (In thousands) (In dollars) (In years) (In thousands) Balances as of December 31, 2021 9,101 $ 3.78 6.35 $ — Granted 5,371 6.77 Exercised (188) 3.75 Forfeited options (801) 5.31 Expired or cancelled options (94) 3.79 Balances as of June 30, 2022 13,389 $ 4.88 7.71 $ 1,146 Exercisable as of June 30, 2022 7,010 $ 3.96 6.55 $ 443 _______________ (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options at the period end date. (2) Shares include time-based options and exclude the CEO milestone awards, totaling 1.6 million stock options described below. |
Schedule of Share-based Compensation Expense | Stock-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2022 and 2021 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 322 $ 130 $ 676 $ 181 Research and development 156 125 455 393 Selling, general and administrative 2,154 1,072 5,315 2,174 $ 2,632 $ 1,327 $ 6,446 $ 2,748 |
Schedule of Valuation Assumptions | The weighted average assumptions used to value the option grants for the six months ended June 30, 2022 are as follows: 2022 Expected life (in years) 5.97 Volatility 85.0% Risk-free interest rate 1.47% Dividend yield — |
Schedule of Restricted Stock Units | The following table sets forth the summary of RSUs activity granted under the 2021 Plan (dollars in thousands except per share data): Number of shares (2) Weighted (In thousands) (In dollars) Balances as of December 31, 2021 — $ — Granted 16 6.43 Vested — — Forfeited — — Balances as of June 30, 2022 16 $ 6.43 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents net loss per share and related information: Three Months Ended Six Months Ended 2022 2021 2022 2021 Basic and diluted: Net loss $ (33,292) $ (44,648) $ (95,862) $ (76,973) Weighted average common shares outstanding 334,961,932 284,074,351 334,915,940 278,185,084 Basic and diluted net loss per share $ (0.10) $ (0.16) $ (0.29) $ (0.28) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Commitments | The purchase commitments as of June 30, 2022 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 $ 20,999 $ 23,750 $ — $ — $ 44,749 |
Organization and Business Ope_2
Organization and Business Operations (Details) | 6 Months Ended | ||||
Dec. 29, 2021 $ / shares shares | Jun. 30, 2022 USD ($) launch satellite $ / shares | Jun. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Jun. 30, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of successful orbital launches | launch | 4 | ||||
Number of satellites delivered to orbit | satellite | 33 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Accumulated deficit | $ (916,316,000) | $ (820,454,000) | |||
Cash and cash equivalents | $ 122,072,000 | $ 194,154,000 | $ 23,588,000 | ||
2022 Convertible Notes | Convertible Debt | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt face amount | $ 50,000,000 | ||||
Existing Shareholders | VIECO USA | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issued and outstanding Vieco USA common stock (in shares) | shares | 303,320,884 | ||||
Sale of stock price per share (in dollars per share) | $ / shares | $ 10 | ||||
Exchange ratio | 1.250301 | ||||
Purchase of additional units (in shares) | shares | 10,704,645 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) service | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 5 | $ 1,693 | $ 2,116 | $ 7,228 | |
Contract assets | 6,100 | 6,100 | $ 3,100 | ||
Deferred revenue, noncurrent | 20,753 | 20,753 | 28,991 | ||
Deferred revenue, current | 37,329 | 37,329 | 12,150 | ||
Cost of revenue | 3,427 | 14,292 | 20,868 | 16,673 | |
Provision for contract losses | 4,900 | ||||
Contract loss | 1,200 | 12,800 | |||
Inventories | |||||
Disaggregation of Revenue [Line Items] | |||||
Provision for contract losses | 4,700 | ||||
Contract loss | 5,800 | ||||
Seven Other Customers | |||||
Disaggregation of Revenue [Line Items] | |||||
Provision for contract losses | 19,900 | 19,900 | |||
Seven Other Customers | Inventories | |||||
Disaggregation of Revenue [Line Items] | |||||
Provision for contract losses | 5,800 | 5,800 | |||
Third-Party PIPE Investor | |||||
Disaggregation of Revenue [Line Items] | |||||
Provision for contract losses | $ 4,100 | ||||
Launch Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 0 | $ 1,600 | $ 1,800 | 6,200 | |
Number of performance obligations to be completed by December 31, 2024 | service | 14 | ||||
Engineering Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 0 | $ 300 | $ 300 | ||
Number of performance obligations to be completed by December 31, 2024 | service | 2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Virgin Enterprise Limited | ||||||
Related Party Transaction [Line Items] | ||||||
Royalties payable (as a percent) | 1% | 1% | 1% | |||
Royalties payable per quarter, minimum amount | $ 20 | $ 60 | $ 375 | $ 60 | $ 375 | |
Royalties expense | 750 | |||||
Accrued royalties | $ 72 | |||||
Royalty expense, prorated fee payable | 12 | |||||
Virgin Galactic Holdings, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, reimbursements | 3 | $ 1 | ||||
Due to related parties | $ 33 | $ 33 | $ 42 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market | $ 64,760 | $ 154,630 |
Investments | 4,678 | 13,498 |
Total assets at fair value | 69,438 | 168,128 |
Convertible debt | 0 | |
Total liabilities at fair value | 4,515 | 10,713 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market | 0 | 0 |
Investments | 0 | 0 |
Total assets at fair value | 0 | 0 |
Convertible debt | 0 | |
Total liabilities at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market | 0 | 0 |
Investments | 0 | 0 |
Total assets at fair value | 0 | 0 |
Convertible debt | 50,000 | |
Total liabilities at fair value | 53,993 | 9,475 |
Derivative warrant liabilities - Public warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 4,515 | 10,713 |
Derivative warrant liabilities - Public warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Derivative warrant liabilities - Public warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Derivative warrant liabilities - Private placement warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Derivative warrant liabilities - Private placement warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Derivative warrant liabilities - Private placement warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 3,993 | $ 9,475 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants outstanding, commencement date, number of days after closing (in days) | 30 days |
Warrants outstanding, commencement date, number of months after initial public offering (in months) | 12 months |
Interest rate (as a percent) | 6% |
Level 3 | Fair Value, Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible debt | $ 50,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of the Warrant Liabilities (Details) - Private Placement Warrants $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Derivative Liability [Roll Forward] | |
Warrant liabilities at December 31, 2021 | $ 9,475 |
Change in fair value of derivative warrant liabilities | (5,482) |
Warrant liabilities at June 30, 2022 | $ 3,993 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||||
Raw materials | $ 18,293 | $ 18,293 | $ 18,890 | |
Work in process | 54,878 | 54,878 | 27,123 | |
Inventories, gross | 73,171 | 73,171 | 46,013 | |
Provision for contract losses | (5,796) | (5,796) | (11,626) | |
Reserve for inventory excess and obsolescence | (846) | (846) | (460) | |
Inventory | 66,529 | 66,529 | $ 33,927 | |
Inventory adjustment | 5,700 | 5,700 | ||
Inventory write-down | $ 0 | $ 1,581 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 146,609 | $ 136,423 |
Less: accumulated depreciation and amortization | (80,771) | (74,998) |
Property, plant and equipment, net | 65,838 | 61,425 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 23,834 | 23,501 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 61,475 | 59,358 |
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 | 24,145 | 22,397 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 29,155 | $ 23,167 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 2,737 | $ 3,073 | $ 5,539 | $ 6,196 |
Cost of revenue | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 736 | 556 | 985 | 556 |
Research and development, net | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 126 | 185 | 256 | 1,059 |
Selling, general and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 1,875 | $ 2,332 | $ 4,298 | $ 4,581 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Capitalized software, net | $ 1.1 | $ 0.8 | |
Capitalized software, accumulated amortization | 7.7 | $ 7.4 | |
Capitalized software, amortization | $ 0.2 | $ 0.2 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 1,044 | $ 711 | $ 1,828 | $ 1,384 |
Short-term lease expense | 417 | 918 | 1,292 | 1,728 |
Amortization of right-of-use assets | 84 | 64 | 163 | 128 |
Interest on lease obligations | 7 | 6 | 14 | 13 |
Total finance lease cost | 91 | 70 | 177 | 141 |
Total lease cost | $ 1,552 | $ 1,699 | $ 3,297 | $ 3,253 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease obligations for the period ended: | ||
Operating cash flows for operating leases | $ 1,882 | $ 1,288 |
Operating cash flows for finance leases | 15 | 13 |
Financing cash flows for finance leases | 161 | 113 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 0 | 1,632 |
Finance leases | 0 | 0 |
Termination of right-of-use asset, net | $ 1,300 | $ 0 |
Weighted average remaining lease term: | ||
Operating leases (in years) | 8 years | 8 years |
Finance leases (in years) | 2 years | 2 years |
Weighted average discount rates: | ||
Operating leases | 11.70% | 10.90% |
Finance leases | 5.60% | 5.20% |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
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 | $ 494 | $ 252 |
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 | $ 292 | $ 258 |
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 | $ 258 | $ 79 |
Total finance lease liabilities | $ 550 | $ 337 |
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 | $ 12,492 | $ 14,433 |
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 | $ 1,056 | $ 1,384 |
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 | $ 12,337 | $ 13,999 |
Total operating lease liabilities | $ 13,393 | $ 15,383 |
Leases - Additional Information
Leases - Additional Information (Details) | Jun. 30, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Renewal term (in years) | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Renewal term (in years) | 10 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 | $ 1,214 | |
2023 | 2,604 | |
2024 | 2,651 | |
2025 | 2,167 | |
2026 | 2,631 | |
Thereafter | 9,647 | |
Total payments | 20,914 | |
Imputed interest/present value discount | (7,521) | |
Present value of lease liabilities | 13,393 | $ 15,383 |
Finance Leases | ||
2022 | 146 | |
2023 | 223 | |
2024 | 226 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total payments | 595 | |
Imputed interest/present value discount | (45) | |
Present value of lease liabilities | $ 550 | $ 337 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 1,779 | $ 1,490 |
Accrued vacation | 4,171 | 3,966 |
Accrued bonus | 4,350 | 8,773 |
Other accrued expenses | 12,311 | 9,603 |
Total accrued liabilities | $ 22,611 | $ 23,832 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 29, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||||
Change in fair value of liability classified warrants | $ 11,680 | $ 0 | $ 11,680 | $ 0 | |
Warrants outstanding, commencement date, number of days after closing (in days) | 30 days | ||||
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 | |||
Warrants outstanding, term (in years) | 5 years | 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 (in days) | 30 days | ||||
Threshold trading days for warrant redemption (in days) | 20 days | ||||
Threshold consecutive trading days for warrant redemption (in days) | 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 (in days) | 30 days | ||||
Private warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Share price for warrant redemption (in dollars per share) | $ 10 | $ 10 | |||
Warrants outstanding, commencement date, number of days after closing (in days) | 30 days | ||||
Third-Party PIPE Investor Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ 10 | ||||
Warrants outstanding, term (in years) | 5 years | ||||
Number of shares purchased (in shares) | 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 | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, term (in years) | 4 years 6 months | 5 years |
Exercise price | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 11.50 | 11.50 |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 3.83 | 8.04 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 0.525 | 0.325 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, measurement input | 0.0301 | 0.0126 |
Convertible Debt - Narrative (D
Convertible Debt - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 USD ($) day $ / shares | Jun. 30, 2021 USD ($) | Jun. 28, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Debt instrument partial redemption (in days) | 3 days | ||||
Debt instrument full redemption (in days) | 10 days | ||||
Proceeds from convertible debt | $ 50,000,000 | $ 0 | |||
2022 Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt conversion amount | $ 2,700,000 | ||||
Conversion price (in dollar per share) | $ / shares | $ 4.64 | ||||
Debt instrument conversion rate (as a percent) | 95% | ||||
Threshold percentage of stock price trigger (as a percent) | 9.99% | ||||
Repayment trigger number of trading days (in days) | day | 7 | ||||
Repayment trigger consecutive number of trading days (in days) | day | 10 | ||||
Repayment of principal | $ 4,000,000 | ||||
Redemption premium (as a percent) | 5% | ||||
Stock price floor trigger (in dollars per share) | $ / shares | $ 1 | ||||
Reducing the floor price (as a percent) | 85% | ||||
Debt instrument, convertible, threshold consecutive trading days (in days) | day | 5 | ||||
Debt instrument, convertible, threshold trading days (in days) | 30 days | ||||
Proceeds from convertible debt | $ 50,000,000 | ||||
2022 Convertible Notes | Forecast | |||||
Debt Instrument [Line Items] | |||||
Redemption price (as a percent) | 5% | ||||
2022 Convertible Notes | Subsequent Event | Forecast | |||||
Debt Instrument [Line Items] | |||||
Redemption price (as a percent) | 2.50% | ||||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal balance of debt | 50,000,000 | ||||
Interest payable | $ 16,400 | ||||
Convertible Debt | 2022 Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 50,000,000 | ||||
Debt instrument, interest rate (as a percent) | 6% | ||||
Minimum | 2022 Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion price (in dollar per share) | $ / shares | $ 2.52 | ||||
Repayment trigger threshold common stock price (in dollars per share) | $ / shares | $ 2.52 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 4 | $ 0 | $ 4 | $ 0 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ / shares in Units, $ in Millions | Mar. 28, 2022 USD ($) tradingDay | Dec. 29, 2021 d tranche $ / shares shares | Jun. 30, 2022 vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, number of votes per share | vote | 1 | |||
Preferred stock, authorized (in shares) | 25,000,000 | 25,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Sponsor earnback award, period (in years) | 5 years | |||
Equity purchase agreement, maximum value of shares authorized to be issued (up to) | $ | $ 250 | |||
Equity purchase agreement, term (in months) | 36 months | |||
Common stock, share price, percentage of volume average price (as a percent) | 97.50% | |||
Common stock, share price, volume weighted average price, number of consecutive trading days (in days) | tradingDay | 3 | |||
Equity purchase agreement, maximum value of shares authorized to be issued per notice period | $ | $ 50 | |||
Equity purchase agreement, number of days to deliver notice following pricing period (in days) | tradingDay | 6 | |||
Maximum ownership of outstanding common stock (in shares) | 9.99% | |||
Equity purchase agreement, pre-advance loan, principal amount | $ | $ 50 | |||
Equity purchase agreement, number of days to provide termination notice (in days) | tradingDay | 5 | |||
Sponsor Earnback Warrants | ||||
Class of Stock [Line Items] | ||||
Sponsor earnback awards (in shares) | 1,015,190 | |||
Sponsor earnback, number of tranches | tranche | 2 | |||
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, number of tranches | tranche | 2 | |||
Sponsor earnback, threshold trading days (in days) | d | 20 | |||
Sponsor earnback, threshold consecutive trading days (in 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 - Stoc
Stock-Based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Weighted average exercise price | ||
Exercisable, aggregate intrinsic value | $ | $ 443 | |
Equity Option | ||
Number of shares | ||
Beginning balance (in shares) | shares | 9,101 | |
Granted (in shares) | shares | 5,371 | |
Exercised (in shares) | shares | (188) | |
Forfeited options (in shares) | shares | (801) | |
Expired or cancelled options (in shares) | shares | (94) | |
Ending balance (in shares) | shares | 13,389 | 9,101 |
Exercisable (in shares) | shares | 7,010 | |
Weighted average exercise price | ||
Beginning balance (in dollars per share) | $ / shares | $ 3.78 | |
Granted (in dollars per share) | $ / shares | 6.77 | |
Exercised (in dollars per share) | $ / shares | 3.75 | |
Forfeited (in dollars per share) | $ / shares | 5.31 | |
Expired or cancelled options (in dollars per share) | $ / shares | 3.79 | |
Ending balance (in dollars per share) | $ / shares | 4.88 | $ 3.78 |
Exercisable (in dollars per share) | $ / shares | $ 3.96 | |
Weighted average remaining contractual life, outstanding (in years) | 7 years 8 months 15 days | 6 years 4 months 6 days |
Weighted average remaining contractual life, exercisable (in years) | 6 years 6 months 18 days | |
Aggregate intrinsic value | $ | $ 1,146 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2021 launch | Jun. 30, 2021 USD ($) | Mar. 17, 2021 USD ($) shares | Nov. 20, 2017 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) installment | Jun. 30, 2021 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 2,632 | $ 1,327 | $ 6,446 | $ 2,748 | ||||
Shares granted (in shares) | shares | 0 | |||||||
2017 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense for option awards | $ 3,200 | 19,000 | $ 3,200 | $ 19,000 | $ 3,200 | |||
Weighted average remaining vesting period (in years) | 3 years 3 months 18 days | 1 year 2 months 12 days | ||||||
Share-based compensation vested in period, fair value | $ 17,700 | $ 1,000 | ||||||
Options | CEO Awards | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options, grant date fair value | 1,600 | $ 1,600 | ||||||
Vesting period after termination of employment (in months) | 24 months | |||||||
Options | CEO Awards | Chief Executive Officer | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights (as a percent) | 25% | |||||||
Options | CEO Awards | Chief Executive Officer | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights (as a percent) | 75% | |||||||
Number of successful launches in calendar year to trigger second tranche of vesting | launch | 5 | |||||||
Options | CEO Awards | Chief Executive Officer | Share-based Payment Arrangement, Tranche Two, Option One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, number of equal installments | installment | 6 | |||||||
Award vesting rights, installment period (in months) | 6 months | |||||||
Options | CEO Awards | Chief Executive Officer | Share-based Payment Arrangement, Tranche Two, Option Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, number of equal installments | installment | 12 | |||||||
Share-Based Payment Arrangement, Option, Milestone Award | CEO Awards | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options, grant date fair value | $ 2,100 | |||||||
Granted (in shares) | shares | 757,978 | |||||||
Share-Based Payment Arrangement, Option, Milestone Award | CEO Awards | Chief Executive Officer | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights (as a percent) | 50% | |||||||
Share-Based Payment Arrangement, Option, Milestone Award | CEO Awards | Chief Executive Officer | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights (as a percent) | 50% | |||||||
Share-Based Payment Arrangement, Option, Supplemental Milestone Award | CEO Awards | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options, grant date fair value | $ 2,500 | |||||||
Granted (in shares) | shares | 845,317 | |||||||
Share-Based Payment Arrangement, Option, Supplemental Milestone Award | CEO Awards | Chief Executive Officer | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights (as a percent) | 33.30% | |||||||
Share-Based Payment Arrangement, Option, Supplemental Milestone Award | CEO Awards | Chief Executive Officer | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights (as a percent) | 66.70% | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense for option awards | $ 100 | $ 100 | ||||||
Weighted average remaining vesting period (in years) | 2 years 6 months | |||||||
Award vesting rights (as a percent) | 25% |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,632 | $ 1,327 | $ 6,446 | $ 2,748 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 322 | 130 | 676 | 181 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 156 | 125 | 455 | 393 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,154 | $ 1,072 | $ 5,315 | $ 2,174 |
Stock-Based Compensation - Sh_2
Stock-Based Compensation - Share-based Compensation Weighted Average Assumptions (Details) - Options | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 5 years 11 months 19 days |
Volatility | 85% |
Risk-free interest rate | 1.47% |
Dividend yield | 0% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSUs activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 16 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 16 |
Weighted average exercise price | |
Beginning balance (in dollars share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.43 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 6.43 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss, basic | $ (33,292) | $ (44,648) | $ (95,862) | $ (76,973) |
Net loss, diluted | $ (33,292) | $ (44,648) | $ (95,862) | $ (76,973) |
Weighted average common shares outstanding, Basic (in shares) | 334,961,932 | 284,074,351 | 334,915,940 | 278,185,084 |
Weighted average common shares outstanding, Diluted (in shares) | 334,961,932 | 284,074,351 | 334,915,940 | 278,185,084 |
Basic net loss per share (in dollars per share) | $ (0.10) | $ (0.16) | $ (0.29) | $ (0.28) |
Diluted net loss per share (in dollars per share) | $ (0.10) | $ (0.16) | $ (0.29) | $ (0.28) |
Sponsor Earnback Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,319,980 | |||
Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 13,904,628 | 13,985,224 | ||
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 13,491,592 | 13,491,592 | ||
Sponsor Earnback Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,015,190 | 1,015,190 | ||
Convertible Debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 13,054,830 | 13,054,830 |
Investments in Noncontrolled _2
Investments in Noncontrolled Entity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 07, 2021 USD ($) launch | May 12, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Sale of stock, number of launches | launch | 5 | ||||
Contract with customer, liability, noncurrent | $ 20,753 | $ 20,753 | $ 28,991 | ||
Arqit Limited | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate purchase price | $ 5,000 | ||||
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 | ||||
Investments | 3,200 | 3,200 | 12,000 | ||
Unrealized gain (loss) on investments | 4,600 | 8,800 | |||
Launch service agreement, deposit | $ 5,000 | ||||
Launch service agreement, deposit applied per launch | $ 1,000 | ||||
Contract with customer, liability, noncurrent | $ 5,000 | $ 5,000 | $ 5,000 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Payments Due by Periods | |
Less than 1 year (remaining) | $ 20,999 |
1 – 3 years | 23,750 |
3 – 5 years | 0 |
More than 5years | 0 |
Total | $ 44,749 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) customer launch | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) launch customer | Jun. 04, 2019 launch | Oct. 01, 2017 USD ($) launch | |
Commitments And Contingencies [Line Items] | |||||
Amount purchased under purchase commitment | $ 2.4 | $ 6 | |||
Provision for contract losses | $ 4.9 | ||||
Supply commitment, number of launches occurred | launch | 2 | ||||
Net of contract assets | 0.2 | ||||
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 | ||||
Supply commitment, number of planned launches | launch | 3 | ||||
Provision for contract losses | $ 2.6 | $ 12.5 | |||
Four Other Customers | |||||
Commitments And Contingencies [Line Items] | |||||
Supply commitment, number of planned launches | launch | 3 | ||||
Number of customers | customer | 4 | ||||
Third-Party PIPE Investor | |||||
Commitments And Contingencies [Line Items] | |||||
Provision for contract losses | $ 4.1 | ||||
Seven Customers | |||||
Commitments And Contingencies [Line Items] | |||||
Number of customers | customer | 7 | ||||
Seven Other Customers | |||||
Commitments And Contingencies [Line Items] | |||||
Provision for contract losses | $ 19.9 | ||||
Inventories | |||||
Commitments And Contingencies [Line Items] | |||||
Provision for contract losses | $ 4.7 | ||||
Inventories | Seven Other Customers | |||||
Commitments And Contingencies [Line Items] | |||||
Provision for contract losses | $ 5.8 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | |||||
Revenue | $ 5 | $ 1,693 | $ 2,116 | $ 7,228 | |
Subsequent Event | Forecast | |||||
Subsequent Event [Line Items] | |||||
Revenue | $ 12,000 |