UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-38202


Virgin Galactic Holdings, Inc.
(Exact name of registrant as specified in its charter)


Delaware						85-3608069
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


166 North Roadrunner Parkway, Suite 1C Las Cruces New Mexico						88011
(Address of Principal Executive Offices)						(Zip Code)


((575)~~575~~) 424-2100
(Registrant’s telephone number, including area code)


N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common stock, $0.0001 par value per share

SPCE

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of ~~May 5,~~July 30, 2021, there were ~~240,712,527~~257,260,827 shares of the Company’s common stock, par value $0.0001, issued and outstanding.

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VIRGIN GALACTIC HOLDINGS, INC.

TABLE OF CONTENTS


		Page
	Cautionary Note Regarding Forward-Looking Statements	2
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	78
	Notes to Condensed Consolidated Financial Statements	89
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2327
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3437
Item 4.	Controls and Procedures	3437

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3639
Item 1A.	Risk Factors	3639
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3639
Item 3.	Defaults Upon Senior Securities	3639
Item 4.	Mine Safety Disclosures	3639
Item 5.	Other Information	3639
Item 6.	Exhibits	3639
Signatures		3842

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~~PART I. FINANCIAL INFORMATION~~

Each of the terms the “Company,” “Virgin Galactic,” “we,” “our,” “us” and similar terms used herein refer collectively to Virgin Galactic Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries, unless otherwise stated.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning us and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to management. Forward-looking statements may be accompanied by words such as "achieve," “aim,” “anticipate,” “believe,” "can," “continue,” “could,” "drive," “estimate,” “expect,” “forecast,” “future,” "grow," "improve," "increase," “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:

•our ability to achieve or maintain profitability;

•our ability to effectively market and sell human spaceflights;

•the development of the markets for commercial human spaceflight and commercial research and development payloads;

•any delay in completing the flight test program and final development of our spaceflight system, which is comprised of our SpaceShipTwo Spaceship, VSS Unity, and our mothership carrier aircraft, VMS Eve;

•our ability to operate our spaceflight system after commercial launch;

•the impact of the COVID-19 pandemic on us, our operations, our future financial or operational results, and our access to additional financing;

•the safety of our spaceflight systems;

•our ability to convert our backlog or inbound inquiries into revenue;

•our ability to conduct test flights;

•our anticipated full passenger capacity;

•delay in development or the manufacture of spaceflight systems;

•our ability to supply our technology to additional market opportunities;

•our expected capital requirements and the availability of additional financing;

•our ability to attract or retain highly qualified personnel, including in accounting and finance roles;

•extensive and evolving government regulation that impact the way we operate;

•risks associated with international expansion;

•our ability to timely and effectively remediate material weaknesses and maintain effective internal control over financial reporting and disclosure and procedures; and

•our ability to continue to use, maintain, enforce, protect and defend our owned and licensed intellectual property, including the Virgin brand.

~~Table of Contents~~

Additional factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part I, Item 1.“Business,” Part I, Item 1A. “Risk Factors,” and Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations" of Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the ~~“Amended Annual Report on~~“Amendment No. 2 to Form ~~10-K/A”~~10-K") and in Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form

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10-Q. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our information may be incomplete or limited, and we cannot guarantee future results. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

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PART I. FINANCIAL INFORMATION

VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		(Unaudited)		(As Restated)			(Unaudited)		(As Restated)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	616,625	$	665,924	Cash and cash equivalents	$	551,624	$	665,924
Restricted cash	Restricted cash	13,031		13,031		Restricted cash	13,031		13,031
Inventories	Inventories	30,187		30,483		Inventories	29,965		30,483
Prepaid expenses and other current assets	Prepaid expenses and other current assets	14,486		18,489		Prepaid expenses and other current assets	14,990		18,489
Total current assets	Total current assets	674,329		727,927		Total current assets	609,610		727,927
Property, plant, and equipment, net	Property, plant, and equipment, net	50,936		53,148		Property, plant, and equipment, net	48,870		53,148
Other non-current assets	Other non-current assets	22,762		22,915		Other non-current assets	25,536		22,915
Total assets	Total assets	$	748,027	$	803,990	Total assets	$	684,016	$	803,990
Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity					Liabilities and Stockholders' Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	3,738	$	5,998	Accounts payable	$	3,587	$	5,998
Accrued liabilities	Accrued liabilities	28,351		22,982		Accrued liabilities	24,364		22,982
Customer deposits	Customer deposits	83,015		83,211		Customer deposits	81,960		83,211
Other current liabilities	Other current liabilities	2,981		2,830		Other current liabilities	2,627		2,830
Total current liabilities	Total current liabilities	118,085		115,021		Total current liabilities	112,538		115,021
Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Warrant liability	Warrant liability	184,159		135,440		Warrant liability	100,347		135,440
Other long-term liabilities	Other long-term liabilities	25,939		26,451		Other long-term liabilities	25,908		26,451
Total liabilities	Total liabilities	$	328,183	$	276,912	Total liabilities	$	238,793	$	276,912
Commitments and contingencies (Note 16)		0		0
Commitments and contingencies (Note 15)						Commitments and contingencies (Note 15)	0		0
Stockholders' Equity	Stockholders' Equity					Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 authorized; 0ne issued and outstanding	Preferred stock, $0.0001 par value; 10,000,000 authorized; 0ne issued and outstanding	$	0	0		Preferred stock, $0.0001 par value; 10,000,000 authorized; 0ne issued and outstanding	$	0	0
Common stock, $0.0001 par value; 700,000,000 shares authorized; 237,274,430 and 236,123,659 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		23		23
Common stock, $0.0001 par value; 700,000,000 shares authorized; 240,937,540 and 236,123,659 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively						Common stock, $0.0001 par value; 700,000,000 shares authorized; 240,937,540 and 236,123,659 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	23		23
Additional paid-in capital	Additional paid-in capital	1,320,228		1,297,794		Additional paid-in capital	1,439,667		1,297,794
Accumulated deficit	Accumulated deficit	(900,438)		(770,744)		Accumulated deficit	(994,478)		(770,744)
Accumulated other comprehensive income	Accumulated other comprehensive income	31		5		Accumulated other comprehensive income	11		5
Total stockholders' equity	Total stockholders' equity	419,844		527,078		Total stockholders' equity	445,223		527,078
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	748,027	$	803,990	Total liabilities and stockholders' equity	$	684,016	$	803,990

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands except for per share data)

(Unaudited)

Three Months Ended March 31,
2021 2020
(As restated)
Revenue $ 0 $ 238
Cost of revenue 0 173
Gross profit 0 65
Selling, general, and administrative expenses 44,914 26,755
Research and development expenses 36,363 34,282
Operating loss (81,277) (60,972)
Change in fair value of warrants (48,719) (316,896)
Interest income (expense), net 318 1,168
Other income (expense), net 27 (172)
Loss before income taxes (129,651) (376,872)
Income tax benefit (expense) (43) 46
Net loss (129,694) (376,826)
Other comprehensive loss:
Foreign currency translation adjustment 27 (54)
Total comprehensive loss $ (129,667) $ (376,880)
Net loss per share:
Basic and diluted $ (0.55) $ (1.86)
Weighted-average shares outstanding:
Basic and diluted 234,191,636 202,409,552


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
			(As restated)				(As restated)
Revenue	$	571	$	0	$	571	$	238
Cost of revenue	63		0		63		173
Gross profit	508		0		508		65
Selling, general, and administrative expenses	38,503		26,047		83,417		52,802
Research and development expenses	35,903		37,009		72,266		71,201
Operating loss	(73,898)		(63,056)		(155,175)		(123,938)
Change in fair value of warrants	(20,363)		(9,596)		(69,082)		(326,492)
Interest income, net	214		498		532		1,666
Other income, net	13		221		40		49
Loss before income taxes	(94,034)		(71,933)		(223,685)		(448,715)
Income tax (expense) benefit	(6)		(40)		(49)		6
Net loss	(94,040)		(71,973)		(223,734)		(448,709)
Other comprehensive loss:
Foreign currency translation adjustment	(19)		0		8		(54)
Total comprehensive loss	$	(94,059)	$	(71,973)	$	(223,726)	$	(448,763)


Net loss per share:
Basic and diluted	$	(0.39)	$	(0.34)	$	(0.94)	$	(2.17)

Weighted-average shares outstanding:
Basic and diluted	240,733,497		211,784,541		238,774,515		207,097,047

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Equity

(In thousands except for per unit and share data)

(Unaudited)

(As restated for the ~~period~~six months ended ~~March 31,~~June 30, 2020)

Member's Equity Preferred Stock Common Stock
Net Parent
Investment Units Member's Capital # of Shares Par Value # of Shares Par Value Additional paid-in capital Accumulated Deficit Accumulated
Other Comprehensive
Income (Loss) Total
Balance as of December 31, 2019 $ 0 0 $ 0 0 $ 0 196,001,038 $ 20 $ 469,008 $ (125,857) $ 59 $ 343,230
Net loss — — — — — — — — (376,826) — (376,826)
Other comprehensive income (loss) — — — — — — — — — (54) (54)
Common stock issued related to warrants exercised — — — — — 13,239,934 1 341,000 — — 341,001
Stock-based compensation — — — — — — — 4,425 — — 4,425
Balance as of March 31, 2020 0 0 0 0 0 209,240,972 21 814,433 (502,683) 5 311,776

Member's Equity Preferred Stock Common Stock
Net Parent
Investment Units Member's Capital # of Shares Par Value # of Shares Par Value Additional paid-in capital Accumulated Deficit Accumulated
Other Comprehensive
Income (Loss) Total
Balance as of December 31, 2020 $ 0 0 $ 0 0 $ 0 236,123,659 $ 23 $ 1,297,794 $ (770,744) $ 5 $ 527,078
Net loss — — — — — — — — (129,694) — (129,694)
Other comprehensive loss — — — — — — — — — 26 26
Stock-based compensation — — — — — — — 22,111 — — 22,111
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes — — — — — 1,150,771 — 323 — — 323
Balance as of March 31, 2021 0 0 0 0 0 237,274,430 23 1,320,228 (900,438) 31 419,844


	Preferred Stock			Common Stock
	# of Shares	Par Value		# of Shares	Par Value		Additional paid-in capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balance as of December 31, 2019	0	$	0	196,001,038	$	20	$	469,008	$	(125,857)	$	59	$	343,230
Net loss	—	—		—	—		—		(376,736)		—		(376,736)
Other comprehensive income (loss)	—	—		—	—		—		—		(54)		(54)
Common stock issued related to warrants exercised	—	—		13,239,934	1		341,000		—		—		341,001
Stock-based compensation	—	—		—	—		4,425		—		—		4,425
Balance as of March 31, 2020	0	0		209,240,972	21		814,433		(502,593)		5		311,866
Net loss	—	—		—	—		—		(71,973)		—		(71,973)
Common stock issued related to warrants exercised	—	—		1,162,884	—		19,741		—		—		19,741
Stock-based compensation	—	—		—	—		5,525		—		—		5,525
Transaction costs	—	—		—	—		(770)		—		—		(770)
Balance as of June 30, 2020	0	0		210,403,856	21		838,929		(574,566)		5		264,389

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Equity

(In thousands except for per unit and share data)

(Unaudited)


	Preferred Stock			Common Stock
	# of Shares	Par Value		# of Shares	Par Value		Additional paid-in capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balance as of December 31, 2020	0	$	0	236,123,659	$	23	$	1,297,794	$	(770,744)	$	5	$	527,078
Net loss	—	—		—	—		—		(129,694)		—		(129,694)
Other comprehensive loss	—	—		—	—		—		—		26		26
Stock-based compensation	—	—		—	—		22,111		—		—		22,111
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes	—	—		1,150,771	—		323		—		—		323
Balance as of March 31, 2021	0	0		237,274,430	23		1,320,228		(900,438)		31		419,844
Net loss	—	—		—	—		—		(94,040)		—		(94,040)
Other comprehensive income (loss)	—	—		—	—		—		—		(20)		(20)
Stock-based compensation	—	—		—	—		14,423		—		—		14,423
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	—	—		275,283	—		840		—		—		840
Common stock issued related to warrants exercised	—	—		3,387,827	—		104,176		—		—		104,176
Balance as of June 30, 2021	0	0		240,937,540	23		1,439,667		(994,478)		11		445,223

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


		Three Months Ended March 31,						Six Months Ended June 30,
			2021		2020					2021		2020
			(As restated)						(As restated)
Cash flows from operating activities	Cash flows from operating activities						Cash flows from operating activities
Net loss	Net loss		$	(129,694)	$	(376,826)	Net loss			$	(223,734)	$	(448,709)
Stock-based compensation	Stock-based compensation		22,111		4,425		Stock-based compensation			36,535		9,950
Depreciation and amortization	Depreciation and amortization		2,869		2,105		Depreciation and amortization			5,740		4,489
Change in fair value of warrant liability	Change in fair value of warrant liability		48,719		316,896		Change in fair value of warrant liability			69,082		326,492
Other operating activities, net	Other operating activities, net		10		1		Other operating activities, net			(17)		67
Change in assets and liabilities	Change in assets and liabilities						Change in assets and liabilities
Inventories	Inventories		296		(1,980)		Inventories			518		(1,987)
Other current and non-current assets	Other current and non-current assets		3,692		2,142		Other current and non-current assets			319		3,261
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities		3,322		(2,978)		Accounts payable and accrued liabilities			(751)		(914)
Customer deposits	Customer deposits		(196)		(98)		Customer deposits			(1,252)		(1,628)
Other current and non-current liabilities	Other current and non-current liabilities		102		0		Other current and non-current liabilities			88		892
Net cash used in operating activities	Net cash used in operating activities		(48,769)		(56,313)		Net cash used in operating activities			(113,472)		(108,087)
Cash flows from investing activity	Cash flows from investing activity						Cash flows from investing activity
Capital expenditures	Capital expenditures		(819)		(4,036)		Capital expenditures			(1,647)		(9,940)
Cash used in investing activity	Cash used in investing activity		(819)		(4,036)		Cash used in investing activity			(1,647)		(9,940)
Cash flows from financing activities	Cash flows from financing activities						Cash flows from financing activities
Payments of finance lease obligations	Payments of finance lease obligations		(34)		(23)		Payments of finance lease obligations			(69)		(49)

Proceeds from issuance of common stock pursuant to stock options exercised	Proceeds from issuance of common stock pursuant to stock options exercised		10,837		0		Proceeds from issuance of common stock pursuant to stock options exercised			12,965		0
Transaction costs	Transaction costs		0		(697)		Transaction costs			(274)		(1,467)
Withholding taxes paid on behalf of employees on net settled stock-based awards	Withholding taxes paid on behalf of employees on net settled stock-based awards		(10,514)		0		Withholding taxes paid on behalf of employees on net settled stock-based awards			(11,803)		0
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities		289		(720)		Net cash provided by (used in) financing activities			819		(1,516)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents		(49,299)		(61,069)		Net decrease in cash and cash equivalents			(114,300)		(119,543)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period		678,955		492,721		Cash, cash equivalents and restricted cash at beginning of period			678,955		492,721
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period		$	629,656	$	431,652	Cash, cash equivalents and restricted cash at end of period			$	564,655	$	373,178

Cash and cash equivalents	Cash and cash equivalents		$	616,625	$	419,374	Cash and cash equivalents			$	551,624	$	359,912
Restricted cash	Restricted cash		13,031		12,278		Restricted cash			13,031		13,266
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash		$	629,656	$	431,652	Cash, cash equivalents and restricted cash			$	564,655	$	373,178

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1) Organization and its wholly owned subsidiaries ("VGH, Inc.")

Virgin Galactic Holdings, Inc. and its wholly owned subsidiaries ("VGH, Inc."), in this report as "we," "us," "our," the "Company" and similar terms, are focused on the development, manufacture and operations of spaceships and related technologies for the purpose of conducting commercial human spaceflight and flying commercial research and development payloads into space. The development and manufacturing activities are located in Mojave, California with plans to operate the commercial spaceflights out of Spaceport America located in New Mexico.

VGH, Inc. was originally formed as a Cayman Islands exempted company on May 5, 2017 under the name Social Capital Hedosophia Holdings Corp. (“SCH”). SCH was a public investment vehicle incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On October 25, 2019, VGH, Inc. domesticated as a Delaware corporation and consummated the merger transactions contemplated by the Agreement and Plan of Merger, dated as of July 29, 2019, as amended on October 2, 2019, by and among VGH, Inc., Vieco USA, Inc. (“Vieco US”), Vieco 10 Limited (“Vieco 10”), TSC Vehicle Holdings, Inc., (“TSCV”), Virgin Galactic Vehicle Holdings, Inc., (“VGVH”), Virgin Galactic Holdings, LLC (“VGH LLC” and, collectively with TSCV and VGVH, the “VG Companies”), and the other parties thereto (the “Virgin Galactic Business Combination”). The closing of the Virgin Galactic Business Combination occurred on October 25, 2019 and, in connection with the closing, SCH re-domiciled as a Delaware corporation under the name Virgin Galactic Holdings, Inc. Upon closing, the entities comprising the VG Companies became wholly owned subsidiaries of VGH, Inc. and in exchange the VGH, Inc. common stock due to Vieco 10 as consideration was received and directly held by Vieco US.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, “we,” “us,” “our,” the "Company" and similar terms refer to the VG Companies prior to the consummation of the Virgin Galactic Business Combination, and VGH, Inc. and its subsidiaries after the Virgin Galactic Business Combination. Prior to the Virgin Galactic Business Combination and prior to the series of Vieco 10 reorganizational steps, Galactic Ventures, LLC ("GV"), a wholly-owned subsidiary of Vieco 10, was the direct parent of VG Companies.

Global Pandemic

On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. Since then, extraordinary actions have been taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world. These actions include travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.

Consistent with the actions taken by governmental authorities, including US Federal, California, New Mexico and the United Kingdom, where most of our workforce is located, we have taken appropriately cautious steps to protect our workforce and support community efforts. As part of these efforts, and in accordance with applicable government directives, we initially reduced and then temporarily suspended on-site operations at our facilities in Mojave, California and Spaceport America, New Mexico in ~~late~~ March 2020. Starting late March 2020, approximately two-thirds of our employees and contractors were able to complete their duties from home, which enabled much critical work to continue, including engineering analysis and drawing releases for VSS Unity, VMS Eve and the second SpaceShipTwo vehicle, process documentation updates, as well as workforce training and education. The remaining one-third of our workforce was unable to perform their normal duties from home. In April 2020, in accordance with our classification within the critical infrastructure designation, we resumed limited operations under revised operational and manufacturing plans that ~~conform~~conformed to the ~~latest~~ COVID-19 health ~~precautions.~~precautions at that time. This ~~includes~~included universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular and thorough disinfecting of surfaces and tools. We ~~are~~ also ~~testing~~tested employees and contractors for COVID-19 on a regular basis. As the pandemic has evolved, we have continued to follow US Federal, State and UK guidance, as applicable to our sites. However, the COVID-19 pandemic and the continued precautionary actions taken related to COVID-19 have adversely impacted, and are expected to continue to adversely

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

impact, our operations, including the completion of the development of our spaceflight systems and our scheduled spaceflight test programs.

As of the date of this quarterly report on Form 10-Q, all 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. For the time being, we are encouraging those employees who are able to work from home to continue doing so.

The COVID-19 pandemic and the protocols and procedures we have implemented in response to the pandemic have caused some delays in operational and maintenance activities, including delays in our test flight program.The full impact of the COVID-19 pandemic on our business and results of operations subsequent to ~~March 31,~~June 30, 2021 will depend on future developments, such as the ultimate duration and scope of the ~~outbreak~~pandemic and its impact on our operations necessary to complete the development of our spaceflight systems, our scheduled spaceflight test programs and commencement of our commercial flights. In addition to existing travel restrictions, countries may continue to maintain or reimpose closed borders, impose prolonged quarantines, or further restrict travel. We believe our cash and cash equivalents on hand at ~~March 31,~~June 30, 2021, and management's operating plan, will provide sufficient liquidity to fund our operations for at least the next twelve months from the issuance of these financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Restatement of Previously Issued Financial Statements

Warrant liability

As previously disclosed in Amendment No. 2 to our Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended December 31, 2020 (the "Amendment No. 2 to Form 10-K"), the Company has restated its financial statements as of December 31, 2020 and 2019, for the years ended December 31, 2020 and 2019, as well as the summarized unaudited ~~condensed~~quarterly financial ~~statements~~data for each of the ~~three month period ended~~quarterly periods from March 31, 2019 through December 31, 2020, to correct misstatements in those prior periods related to the accounting for warrants, under the guidance of Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. The following tables represent the estimated fair value of the Company’s public and private warrant liabilities recorded on our balance sheet along with changes in fair value which are recorded as other income and expense on our statement of operations and the fair value of common stock issued on the date of exercise, which were recorded as additional paid in capital.

Public Warrants Private Placement Warrants Total
(In thousands)
Warrant Liability at December 31, 2019 $ 77,050 $ 47,280 $ 124,330
Redemption/Exercises of Warrants (341,001) 0 (341,001)
Change in Fair Value 283,296 33,600 316,896
Total liability at fair value as of March 31, 2020 $ 19,345 $ 80,880 $ 100,225

Public Warrants Private Placement Warrants Total
(In thousands)
Warrant Liability at December 31, 2020 $ 0 $ 135,440 $ 135,440
Change in Fair Value 0 48,719 48,719
Total liability at fair value as of March 31, 2021 $ 0 $ 184,159 $ 184,159


	Public Warrants	Private Placement Warrants	Total
	(In thousands)
Warranty Liability at December 31, 2019	77,050	47,280	124,330
Redemption/Exercise of Warrants	(341,001)	0	(341,001)
Change in Fair Value	283,296	33,600	316,896
Warrant Liability at March 31, 2020	19,345	80,880	100,225
Redemption/Exercise of Warrants	(19,741)	0	(19,741)
Change in Fair Value	396	9,200	9,596
Warrant Liability at June 30, 2020	0	90,080	90,080

Warranty Liability at December 31, 2020	0	135,440	135,440
Change in Fair Value	0	48,719	48,719
Warrant Liability at March 31, 2021	0	184,159	184,159
Redemption/Exercise of Warrants	0	(104,175)	(104,175)
Change in Fair Value	0	20,363	20,363
Warrant Liability at June 30, 2021	0	100,347	100,347

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

These condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(b) Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP required us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for revenue, cost of revenue, contract assets, contract liabilities, useful lives of property, plant and equipment, net, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation, warrants, stock-based awards and contingencies.

We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to receive based on the contracted amount for those services.Our contracts generally include spaceflight operations and other revenue and engineering services revenue.

Spaceflight operations and other revenue

Spaceflight operations and other revenue is recognized for providing human spaceflights and carrying payload cargo into space, or a combination of the two. In addition, we have various sponsorship arrangements for which revenue is recognized over the sponsorship term.

Human spaceflight services are those services provided to the majority of our customers. Spaceflight service revenue is recognized at a point in time upon successful completion of a spaceflight.

Payload cargo services generally include performance obligations in which control is transferred over time. We recognize revenue on these fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the performance obligations.

In contracts which include a combination of services, the Company assesses and accounts for individual services separately if they are distinct performance obligations, which often requires judgment based upon knowledge of the services and structure of the sales contract. We allocate the contract price to each performance obligation based on the estimated standalone selling price using observable pricing from our contracts with single performance obligations.

Engineering services revenue

Engineering services revenue is recognized for providing services for the research, design, development, manufacture, integration and sustainment of advanced technology aerospace systems, products and services. We have arrangements as a subcontractor to the primary contractor of a long-term contract with the U.S. Government and perform the specified work on a time-and-materials basis subject to a guaranteed maximum price. Our engineering services revenue contract obligates us to provide services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the ‘as-invoiced’ practical expedient to such revenues, and as a result, will bypass estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer.

Variable consideration

We generally estimate variable consideration and refund liabilities at the most likely amount to which we expect to be entitled or owed and in certain cases based on the expected value, which requires judgment. Estimated variable consideration amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

associated with the variable consideration is resolved. Estimated refund liability amounts are excluded in the transaction price to the extent it is probable that they are payable to the customer. Our estimates of variable consideration and refund liabilities, and determination of whether to include the estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information that is reasonably available to us.

Disaggregation of revenue

The Company does not disaggregate revenue for purposes of disclosure.

Contract balances

Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. The Company records accounts receivable when it has an unconditional right to consideration.

Contract liabilities relate to spaceflight operations and other revenue contracts and are recorded when cash payments are received or due in advance of performance. Cash payments for spaceflight services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as deferred revenue following the Company's delivery of the conditions of carriage to the customer and execution of an informed consent. As of June 30, 2021 and December 31, 2020, our contract liabilities are 82.0 million and $83.2 million, respectively. As of June 30, 2021, the contract liabilities are comprised of customer deposits for our spaceflight services of $81.7 million and $0.3 million for our payload contracts. As of December 31, 2020, the contract liabilities are comprised of customer deposits for our spaceflight services of $82.7 million and $0.6 million for our payload contracts.

Contract fulfillment costs

The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered.

Significant financing component

In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfers of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. When the time period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service is not more than one year, the Company applies the significant financing component practical expedient and do not adjust the promised amount of consideration.

Remaining performance obligations

We do not disclose information about remaining performance obligations for (a) contracts with an original expected length of one year or less, (b) revenues recognized at the amount at which we have the right to invoice for services performed, or (c) variable consideration allocated to wholly unsatisfied performance obligations.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(d) Warrant liability

The Company classifies its public and private placement warrants as liabilities in accordance with ASC 815 (Derivatives and Hedging). The warrant liability is recorded on the consolidated balance sheet at fair value on the issue date, with subsequent changes in their fair value recognized in the consolidated statement of operations at each reporting date.

The Company determined the fair value of its public warrants, which traded in active markets, using quoted market prices for identical instruments. The Company determines the fair value of the private placement warrants using a Black-Scholes option model and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility is based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the Virgin Galactic Business Combination. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life.

(e) Reclassification

Certain amounts in the accompanying condensed consolidated financial statements and accompanying notes have been reclassified to be consistent with the current period presentation. We reclassified a portion of our property, plant and equipment in machinery and equipment to inventory, as part of our standardization of accounting policies across entities, for inventory and property, plant and equipment. These reclassifications impacted our condensed consolidated balance sheet, condensed consolidated statement of operations and comprehensive loss and condensed consolidated statements of cash flows.

(f) Other Summary of Significant Accounting Policies

There have been no other significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Company's Amendment No. 2 to ~~its Annual Report on~~ Form ~~10-K/A.~~10-K.

The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Amendment No. 2 to ~~its Annual Report on~~ Form ~~10-K/A for the year ended December 31, 2020.~~10-K. Interim results are not necessarily indicative of the results for a full year.

(3) Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”).

(a)Issued Accounting Standard Updates Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company ~~considers~~is currently evaluating the ~~applicability and~~ impact of ~~all ASUs~~ASU 2020-06 to its financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In January 2021, the FASB issued ASU 2021-01 - Reference Rate Reform, which clarifies that certain optional expedients and ~~continues~~exceptions in Topic 848 for contract modifications and hedge accounting apply to ~~monitor new accounting pronouncements issued~~derivatives that are affected by the ~~FASB.~~discounted transition. This update is effective immediately. We dohave evaluated and determined the update has no impact to the Company's condensed consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), which clarified and reduced diversity in an issuer's accounting for modifications of exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. We are currently evaluating the impact of ASU 2021-04 to our condensed consolidated financial statements.

(b) Adopted Accounting Standard Updates

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The Company adopted the new guidance effective January 1, 2021. The adoption of the new guidance did not ~~believe any accounting pronouncements issued through the date of this report will~~ have a material impact to the Company's condensed consolidated financial statements.

(4) Related Party Transactions

The Company licenses its brand name from certain entities affiliated with Virgin Enterprises Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” worldwide. Royalty payables, excluding sponsorship royalties, for the use of license are the greater of 1% of revenue or ~~$0.04 million~~$40,000 per quarter, prior to the

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

commercial launch date. Sponsorship royalties payable are 25% of sponsorship revenue. We paid license and royalty fees of ~~$0.04 million~~$40,000 and ~~$0.06 million~~$40,000 for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. We paid license and royalty fees of $80,000 and $95,000 for the six months ended June 30, 2021 and 2020, respectively

The Company has a Transition Services Agreement ("TSA") with Virgin Orbit, LLC ("VO") based on an allocation methodology that considers our headcount, unless directly attributable to the business. The Company is allocated operating expense from VO Holdings, Inc. and its subsidiaries (“VOH”), a majority owned company of GV for operations-related functions based on an allocation methodology that considers our headcount, unless directly attributable to the business. Operating expense allocations include use of machinery and equipment, pilot services, and other general administrative expenses. We were allocated ~~$0.04 million~~$31,000 and ~~$0.14 million~~$99,000 of operating expenses, net, from VOH for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. We were allocated $71,000 and $236,000 of operating expenses, net, from VOH for the six months ended June 30, 2021 and 2020, respectively. The Company has a receivable (payable) tofrom VOH of ~~$0 million~~$2,000 and ~~$(0.8) million~~$85,000 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

(5) Inventory

As of ~~March 31,~~June 30, 2021 and December 31, 2020, inventory is comprised of the following:

As of
March 31, 2021 December 31, 2020
(Unaudited)
(In thousands)
Raw Materials $ 22,514 $ 22,963
Spare parts 7,673 7,520
Total inventory $ 30,187 $ 30,483

~~For the three months ended March 31, 2021 and March 31, 2020, we wrote off $0.1 million and $1.1 million of inventory due to excess and obsolescence, respectively.~~

~~(6) Property, Plant, and Equipment, net~~

~~As of March 31, 2021 and December 31, 2020, property, plant, and equipment, net consists of the following:~~

As of
March 31, 2021 December 31, 2020
(Unaudited)
(In thousands)
Buildings $ 9,118 $ 9,142
Leasehold improvements 28,808 28,744
Aircraft 195 195
Machinery and equipment 35,287 34,330
IT software and equipment 22,446 22,042
Construction in progress 977 1,780
96,831 96,233
Less accumulated depreciation and amortization (45,895) (43,085)
Property, plant, and equipment, net $ 50,936 $ 53,148

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


		As of
		June 30, 2021		December 31, 2020
		(Unaudited)
	(In thousands)
Raw Materials		$	21,938	$	22,963
Spare parts		8,027		7,520
Total inventory		$	29,965	$	30,483

For the three months ended June 30, 2021 and June 30, 2020, we wrote off $0.1 million and $0.1 million of inventory due to excess and obsolescence, respectively. For the six months ended June 30, 2021 and June 30, 2020, we wrote off $0.2 million and $1.1 million of inventory due to excess and obsolescence, respectively.

(6) Property, Plant, and Equipment, net

As of June 30, 2021 and December 31, 2020, property, plant, and equipment, net consisted of the following:


		As of
		June 30, 2021		December 31, 2020
		(Unaudited)
	(In thousands)
Buildings		$	9,117	$	9,142
Leasehold improvements		28,914		28,744
Aircraft		195		195
Machinery and equipment		35,709		34,330
IT software and equipment		23,011		22,042
Construction in progress		655		1,780
		97,601		96,233
Less accumulated depreciation and amortization		(48,731)		(43,085)
Property, plant, and equipment, net		$	48,870	$	53,148

Total depreciation and amortization for the three months ended ~~March 31,~~June 30, 2021 and 2020 was $2.9 million and ~~$2.1~~$2.5 million, respectively, of which $1.3 million and ~~$0.9~~$1.1 million was recorded in research and development expense, respectively. Total depreciation and amortization for the six months ended June 30, 2021 and 2020 was $5.7 million and $4.5 million, respectively, of which $2.6 million and $2.1 million was recorded in research and development expense, respectively.

(7) Leases

The Company's leases are more fully described in Note 8 of the "Notes to Consolidated Financial Statements" to its ~~Annual Report on Form 10-K/A~~ Amendment No. 2.

~~The components of lease expense related~~2 to ~~leases for the periods presented below are as follows:~~

Three Months Ended
March 31,
2021 2020
(Unaudited and in thousands)
Lease Cost:
Operating lease expense $ 1,260 $ 1,152
Short-term lease expense 12 97
Finance Lease Cost:
Amortization of right-of-use assets 34 27
Interest on lease liabilities 7 9
Total finance lease cost 41 36
Variable lease cost 1,338 348
Total lease cost $ 2,651 $ 1,633
Form 10-K.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The components of lease expense related to leases for the periods presented below are as follows:


	Three Months Ended June 30,
	2021		2020
	(Unaudited and in thousands)
Lease Cost:
Operating lease expense	$	1,254	$	1,010
Short-term lease expense	8		26

Finance Lease Cost:
Amortization of right-of-use assets	35		28
Interest on lease liabilities	7		8
Total finance lease cost	42		36

Variable lease cost	1,372		427
Total lease cost	$	2,676	$	1,499


	Six Months Ended June 30,
	2021		2020
	(Unaudited and in thousands)
Lease Cost:
Operating lease expense	$	2,514	$	2,162
Short-term lease expense	20		123

Finance Lease Cost:
Amortization of right-of-use assets	69		55
Interest on lease liabilities	14		17
Total finance lease cost	83		72

Variable lease cost	2,710		775
Total lease cost	$	5,327	$	3,132

The components of supplemental cash flow information related to leases for the period are as follows:

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Three Months Ended March 31,
2021 2020
(In thousands, except term and rate data)
Cash flow information:
Operating cash flows for operating leases $ 1,310 $ 1,312
Operating cash flows for finance leases $ 7 $ 9
Financing cash flows for finance leases $ 34 $ 23
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 180 $ 1,658
Finance Leases $ 0 $ 23
Other Information:
Weighted average remaining lease term:
Operating leases (in years) 12.53 12.75
Finance leases (in years) 2.66 3.71
Weighted average discount rates:
Operating leases 11.68 % 11.65 %
Finance leases 8.40 % 9.11 %

VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Six Months Ended June 30,
	2021			2020
	(In thousands, except term and rate data)
Cash flow information:
Operating cash flows for operating leases	$	2,712		$	2,545
Operating cash flows for finance leases	$	14		$	18
Financing cash flows for finance leases	$	69		$	49

Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	501		$	34
Finance Leases	$	19		$	48

Other Information:
Weighted average remaining lease term:
Operating leases (in years)	12.37			13.20
Finance leases (in years)	2.49			3.47

Weighted average discount rates:
Operating leases	11.65		%	11.77		%
Finance leases	8.26		%	8.92		%

The supplemental balance sheet information related to leases for the period is as follows:


		As of					As of
		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		(Unaudited)					(Unaudited)
		(In thousands)					(In thousands)
Operating leases	Operating leases					Operating leases
Long-term right-of-use assets	Long-term right-of-use assets	$	19,240	$	19,555	Long-term right-of-use assets	$	19,055	$	19,555

Short-term operating lease liabilities	Short-term operating lease liabilities	$	2,461	$	2,384	Short-term operating lease liabilities	$	2,138	$	2,384
Long-term operating lease liabilities	Long-term operating lease liabilities	23,713		24,148		Long-term operating lease liabilities	23,701		24,148
Total operating lease liabilities	Total operating lease liabilities	$	26,174	$	26,532	Total operating lease liabilities	$	25,839	$	26,532

Commitments

The Company has certain non-cancelable operating leases primarily for its premises. These leases generally contain renewal options for periods ranging from 3 to 20 years and require the Company to pay all executory costs, such as maintenance and insurance. Certain lease arrangements have rent free periods or escalating payment provisions, and we recognize rent expense of such arrangements on a straight line basis.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of ~~March 31,~~June 30, 2021 are as follows:


		Operating Leases		Finance Leases			Operating Leases		Finance Leases
		(In thousands)					(In thousands)
2021 (for the remaining period)	2021 (for the remaining period)	$	5,331	$	157	2021 (for the remaining period)	$	4,948	$	157
2022	2022	3,880		121		2022	4,001		119
2023	2023	3,836		91		2023	3,969		79
2024	2024	3,833		7		2024	3,891		0
2025	2025	3,833		0		2025	3,833		0
Thereafter	Thereafter	29,894		0		Thereafter	28,936		0
Total lease payments	Total lease payments	$	50,607	$	376	Total lease payments	$	49,578	$	355
Less:	Less:					Less:
Imputed interest/present value discount	Imputed interest/present value discount	(24,434)		$	(37)	Imputed interest/present value discount	(23,739)		$	(33)
Present value of lease liabilities	Present value of lease liabilities	$	26,173	$	339	Present value of lease liabilities	$	25,839	$	322

(8) ~~Other Current and Non-current Assets~~Accrued Expenses

A summary of the components of ~~other assets~~accrued liabilities are as follows:
As of
March 31, 2021 December 31, 2020
(Unaudited)
(In thousands)
Prepaid expense $ 13,657 $ 17,949
Accounts receivable 829 470
Other current assets 0 70
Total other current assets $ 14,486 $ 18,489
Right-of-use assets $ 19,565 $ 19,914
Other non-current assets 3,197 3,001
Total other non-current assets $ 22,762 $ 22,915


	As of
	June 30, 2021		December 31, 2020
	(Unaudited)
	(In thousands)
Accrued bonus	6,258		6,892
Other accrued expenses	18,106		16,090
Total accrued expenses	$	24,364	$	22,982

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(9) ~~Accrued Expenses~~

~~A summary of the components of accrued liabilities are as follows:~~
As of
March 31, 2021 December 31, 2020
(Unaudited)
(In thousands)
Accrued payroll $ 7,082 $ 4,060
Accrued vacation 5,000 4,624
Accrued bonus 9,646 6,892
Accrued inventory 436 950
Other accrued expenses 6,187 6,456
Total accrued expenses $ 28,351 $ 22,982

~~(10)~~ Long-term Debt


		As of					As of
		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		(Unaudited)					(Unaudited)
		(In thousands)					(In thousands)
Commercial loan	Commercial loan	$	620	$	620	Commercial loan	$	620	$	620
		620		620			620		620

Less: Current portion	Less: Current portion	(310)		(310)		Less: Current portion	(310)		(310)
Non-current portion	Non-current portion	$	310	$	310	Non-current portion	$	310	$	310

Aggregate maturities of long-term debt as of ~~March 31,~~June 30, 2021 are as follows:


		(In thousands)			(In thousands)
2021 (for the remaining period)	2021 (for the remaining period)	310		2021 (for the remaining period)	$	310
2022	2022	310		2022	310
		$	620		$	620

On June 18, 2020, we financed the purchase of software licenses through a loan totaling approximately $0.9 million. The loan amortized in 3 equal annual installment of approximately $0.3 million with the final payment due on October 1, 2022 with 0% interest rate. The loan is secured by a standby letter of credit issued from our financial institution and restricted cash has been recorded for the corresponding outstanding balance.

The imputed interest of this loan was immaterial.

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~(11)~~(10) Income Taxes

Income tax expense ~~(benefit)~~ was ~~$(0.04) million~~$6,000 and ~~0.05 million~~40,000 for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Income tax (expense) benefit was $(49,000) and $6,000 for the six months ended June 30, 2021 and 2020, respectively. The effective income tax rate was NaN for three months ended ~~March 31,~~June 30, 2021 and 2020. The effective income tax rate was NaN for six months ended June 30, 2021 and 2020. Our effective tax rate differs from the U.S. statutory rate primarily due to a substantially full valuation allowance against our net deferred tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized.

~~(12)~~(11) Stockholders' Equity

There have been no significant changes from the Stockholders' Equity disclosed in Note 11 of the “Stockholders Equity” included in the Amendment No. 2 ~~to our Annual Report on~~ Form ~~10-K/A~~10-K other than the issuance of common stock and redemption of warrants as noted below.

~~Issuance of Common Stock~~

In August 2020, the Company sold 23,600,000 shares of common stock at a public offering price of $19.50 per share for gross proceeds, before deducting underwriting discounts and commissions and other expenses payable by the Company, of $460.2 million. The Company incurred $20.9 million of transaction costs, including underwriting discounts and commissions.

Stockholders' Agreement

In connection with the closing of the Virgin Galactic Business Combination, the Company entered into a stockholders’ agreement with certain of the Company’s investors. Pursuant to the terms of the Stockholders’ Agreement, as long as Virgin Investments Limited (VIL) is entitled to designate two directors to the Company’s Board

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

of Directors, the Company must obtain VIL’s prior written consent to engage in certain corporate transactions and management functions such as business combinations, disposals, acquisitions, incurring indebtedness, and engagement of professional advisors, among others.

Warrants and Warrant Redemption

Public warrants were initially issued as part of SCH's initial public offering in 2017 and assumed upon the consummation of the Business Combination. As of ~~March 31,~~June 30, 2021, ~~and December 31, 2020,~~ there were 0 public warrants outstanding. As of ~~both March 31,~~June 30, 2021 and December 31, 2020, there were 2,666,667 and 8,000,000 warrants outstanding, respectively, that were issued in a private placement simultaneously with the Company’s initial public offering (the “private placement warrants”). All remaining outstanding warrants were redeemed through cashless exercise in July 2021.

Under the terms of the warrant agreement (the “Warrant Agreement”) between us and Continental Stock Transfer & Trust Company, as warrant agent, the public warrants became exercisable on a cashless basis on January 27, 2020, based on the exchange ratio as calculated under the Warrant Agreement at the time of the exercise. On March 13, 2020 and pursuant to the terms of the Warrant Agreement, we announced that all public warrants that remained unexercised immediately after 5:00 p.m. New York City time on April 13, 2020 (the “Redemption Date”) would be redeemed for $0.01 per warrant. Warrant holders could exercise their public warrants at any time from March 13, 2020 and prior to the Redemption Date on a cashless basis, and receive 0.5073 shares of common stock per public warrant surrendered for exercise. Immediately after the Redemption Date, 295,305 public warrants remained unexercised and were redeemed at a redemption price of $0.01 per public warrant in accordance with the terms of the Warrant Agreement. The private placement warrants were not subject to the redemption and remain outstanding as of ~~March 31,~~June 30, 2021.

The Company determined that both the public warrants and the private placement warrants (the "Warrants") should be classified as a liability in accordance with ASC 480. The Company remeasures the fair value of the Warrants at each reporting date with changes recorded in earnings. In connection with the Company's remeasurement of the Warrants to fair value, the Company recorded ~~income (expense)~~expense of approximately ~~$(48.7)~~$20.4 million and ~~(316.9)~~$9.6 million

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $69.1 million and $326.5 million for the six months ended June 30, 2021 and 2020, respectively. The fair value of the warrant liability is approximately ~~$184.2~~$100.3 million and $135.4 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The private placement warrants are classified as Level 3 financial instruments. See Note ~~15.~~14. Fair Value ~~Measurements.~~Measurements.

(1312 ) Earnings per Share

The following table presents net loss per share and related information:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020					2021		2020		2021		2020
				(As Restated)					(As Restated)				(As Restated)
		(In thousands, except for share and per share data)				(In thousands, except for share and per share data)
Basic and diluted:	Basic and diluted:							Basic and diluted:
Net loss	Net loss	$	(129,694)	$	(376,826)			Net loss	$	(94,040)	$	(71,973)	$	(223,734)	$	(448,709)
Weighted average shares of common stock outstanding	Weighted average shares of common stock outstanding	234,191,636		202,409,552				Weighted average shares of common stock outstanding	240,733,497		211,784,541		238,774,515		207,097,047
Basic and diluted net loss per share	Basic and diluted net loss per share	$	(0.55)	$	(1.86)			Basic and diluted net loss per share	$	(0.39)	$	(0.34)	$	(0.94)	$	(2.17)

As of ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling ~~8,000,000~~2,666,667 and ~~10,419,699,~~8,000,000, respectively, shares and the dilutive effect of outstanding stock options and unvested restricted stock units, as described in Note 12 of the “Notes to Consolidated Financial Statements” included in the 2020 Amendment No. 2 to ~~our Annual Report on~~ Form ~~10-K/A,~~10-K, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred.

~~(14)~~

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(13) Stock-Based Compensation

The Company's 2019 Incentive Award Plan ("2019 Plan") is more fully described in Note 13 of the "Notes to Consolidated Financial Statements" in the ~~2019 Annual Report on~~Amendment No. 2 to Form 10-K. Under the 2019 Plan, the Company has the ability to grant incentive stock options, non-qualified stock options and ~~RSUs~~restricted stock units ("RSU") to employees, directors and other service providers. Performance stock units ("PSU") are RSUs that vest based on the achievement of specified performance criteria. Twenty five percent of such stock options cliff vest at the grant dates first anniversary and will ratably vest monthly over the next three years, subject to continued employment on each vesting date. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier expiration under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date.

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~Stock Option Units

The following table sets forth the summary of options activity for the six month ended June 30, 2021 under the 2019 Plan (dollars in thousands except per share data):


		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value(1)		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value(1)
Options outstanding at December 31, 2020	Options outstanding at December 31, 2020	6,796,045	$	13.59	8.64	68,888	Options outstanding at December 31, 2020	6,796,045	$	13.59	8.64	68,888
Granted	Granted	0	0				Granted	0	0
Exercised	Exercised	(832,880)	13.01				Exercised	(1,013,402)	13.01
Forfeited options	Forfeited options	(532,866)	13.93				Forfeited options	(588,999)	13.93
Options outstanding at March 31, 2021		5,430,299	$	13.65	8.88	92,212
Options outstanding at June 30, 2021							Options outstanding at June 30, 2021	5,193,644	$	13.67	7.53	167,604

Options exercisable at March 31, 2021		1,811,328	$	13.47	7.41	31,082
__________________
Options exercisable at June 30, 2021							Options exercisable at June 30, 2021	1,916,745	$	13.49	7.34	62,305

(1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the period end date.

Restricted Stock Units

The RSUs vest over four years with 25% cliff vest at the first year anniversary of the grant date and ratably over the next three years.

~~RSU activity during the year ended December 31, 2020 was as follows:~~

The following table sets forth the summary of RSUs activity during the six months ended June 30, 2021 under the 2019 Plan (dollars in thousands except per share data):


		Shares	Weighted Average Fair Value			Shares	Weighted Average Fair Value
Outstanding at December 31, 2020	Outstanding at December 31, 2020	4,760,784	$	19.63	Outstanding at December 31, 2020	4,760,784	$	19.63
Granted	Granted	567,255	41.74		Granted	680,784	40.41
Vested	Vested	(570,936)	16.72		Vested	(709,404)	16.20
Forfeited	Forfeited	(598,982)	16.42		Forfeited	(713,766)	16.72
Outstanding at March 31, 2021		4,158,121	$	23.51
Outstanding at June 30, 2021					Outstanding at June 30, 2021	4,018,398	$	24.21

~~Stock options and RSUs expenses are included in selling, general and administrative and research and development expense in the~~ ~~condensed consolidated statements of operations and comprehensive loss, related to stock~~

1821

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Performance Stock Units

In March 2021, the Company granted a total of 84,626 PSUs to our executive officers. Between 25% and 200% of the PSUs are eligible to vest based on the achievement of certain performance goals by specified target dates. The fair value of these PSUs is calculated based on the market value of the Company's common stock on the grant date. These PSUs are amortized over the requisite service period in which it is probable that the performance goal is achieved. The following table summarizes the details of the performance stock units:


	Shares	Weighted Average Fair Value
PSUs outstanding at December 31, 2020	0	$	0
Granted	84,626	29.88
PSUs outstanding at June 30, 2021	84,626	$	29.88

Stock options, RSUs and ~~RSUs is~~PSUs expenses are included in selling, general and administrative and research and development expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows:


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Stock option expense	Stock option expense						Stock option expense
Selling, General & Administrative	Selling, General & Administrative	8,986		2,064			Selling, General & Administrative	1,870		1,880		10,856		3,944
Research & Development	Research & Development	843		1,040			Research & Development	825		1,017		1,668		2,056
Total stock option expense	Total stock option expense	9,829		3,104			Total stock option expense	2,695		2,897		12,524		6,000

RSU expense	RSU expense						RSU expense
Selling, General & Administrative	Selling, General & Administrative	9,052		806			Selling, General & Administrative	7,982		1,666		17,035		2,473
Research & Development	Research & Development	3,230		515			Research & Development	3,172		962		6,402		1,477
Total RSU expense	Total RSU expense	12,282		1,321			Total RSU expense	11,154		2,628		23,437		3,950

PSU expense							PSU expense
Selling, General & Administrative							Selling, General & Administrative	$	574	$	0	$	574	$	0
Total PSU expense							Total PSU expense	$	574	$	0	$	574	$	0

Total stock-based compensation expense	Total stock-based compensation expense	$	22,111	$	4,425		Total stock-based compensation expense	$	14,423	$	5,525	$	36,535	$	9,950

As of ~~March 31,~~June 30, 2021, the unrecognized stock-based compensation related to ~~these~~stock options was ~~$32.0~~$28.9 million and is expected to be recognized over a weighted-average period of 2.7 years. At June 30, 2021, the unrecognized stock-based compensation related to RSUs was $99.5 million and is expected to be recognized over a weighted-average period of 3.1 years. ~~At March 31,~~As of June 30, 2021, the unrecognized stock-based compensation related to ~~RSUs~~PSUs was ~~$106.6~~$2.0 million and is expected to be recognized over a weighted-average period of ~~3.3~~0.9 years.

~~(15)~~(14) Fair Value Measurements

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels:

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the

reporting entity at the measurement date;

•Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and

•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The fair value of the warrant liability was determined using the Black-Scholes valuation methodology and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility was based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the Virgin Galactic Business Combination. The expected life was based on the remaining contractual term of the warrants, and the risk free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life.

The Company calculated the estimated fair value of warrants using the following assumptions:

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~


									As of
									~~March 31,~~June 30, 2021
Risk-free interest rate									~~0.51%~~0.53%
Contractual term									~~3.58~~3.33 years
Expected volatility									~~80%~~85%


									As of
									December 31, 2020
Risk-free interest rate									0.25%
Contractual term									3.82 years
Expected volatility									80%

The carrying amounts included in the ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets under current assets and current liabilities approximate fair value because of the short maturity of these instruments. The following tables summarize the fair value of assets that are recorded in the Company’s ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2021 and December 31, 2020 at fair value on a recurring basis:

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


Fair Value Measurements as of March 31, 2021
Fair Value Measurements as of June 30, 2021								Fair Value Measurements as of June 30, 2021
		Level 1		Level 2		Level 3			Level 1		Level 2		Level 3
		(In thousands)							(In thousands)
Assets:	Assets:							Assets:
Money Market	Money Market	$	306,704	$	0	$	0	Money Market	$	244,657	$	0	$	0
Certificate of Deposit	Certificate of Deposit	91,838		0		0		Certificate of Deposit	70,838		0		0
Cash Equivalents	Cash Equivalents	200,364		0		0		Cash Equivalents	200,364		0		0
Total assets at fair value	Total assets at fair value	$	598,906	$	0	$	0	Total assets at fair value	$	515,859	$	0	$	0

Liabilities:	Liabilities:							Liabilities:
Warrant Liability	Warrant Liability	$	0	$	0	$	184,159	Warrant Liability	$	0	$	0	$	100,347
Total Liabilities	Total Liabilities	$	0	$	0	$	184,159	Total Liabilities	$	0	$	0	$	100,347

Fair Value Measurements as of December 31, 2020
		Level 1		Level 2		Level 3
		(In thousands)
Assets
Money Market		$	357,463	$	0	$	0
Certificate of Deposit		93,802		0		0
Cash Equivalents		200,364		0		0
Total asset at fair value		$	651,629	$	0	$	0

Liabilities:
Warrant Liability		$	0	$	0	$	135,440
Total Liabilities		$	0	$	0	$	135,440


Fair Value Measurements as of December 31, 2020
	Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money Market	$	357,463	$	0	$	0
Certificate of Deposit	93,802		0		0
Cash Equivalents	200,364		0		0
Total asset at fair value	$	651,629	$	0	$	0

Liabilities:
Warrant Liability	$	0	$	0	$	135,440
Total Liabilities	$	0	$	0	$	135,440

~~(16)~~(15) Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that any monetary liability or financial impact to the Company from these matters, individually and in the aggregate, beyond that provided at ~~March 31,~~June 30, 2021, would not be material to the Company’s financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability or financial impact to the Company from legal proceedings, lawsuits and other claims could differ materially from those projected.

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

In September 2018, a former contractor employed through a third party staffing agency, alleged on behalf of himself and other aggrieved employees that the Company and the staffing agency, purportedly violated California state

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

wage and hour laws. In March 2020, the Company agreed to settle this matter for $1.9 million. For the three months ended June 30, 2021 and 2020, the Company did 0t record additional legal settlement expense. There was 0 additional legal settlement expense recorded for the six months ended June 30, 2021. For the six months ended June 30, 2020, the Company recorded an additional legal settlement expense of approximately $0.2 million, which was recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of ~~March 31,~~June 30, 2021, the Company has an outstanding $1.9 million payable pending final court motions that has been delayed due to COVID-19. The settlement payment was made in full in July 2021.

~~(17)~~(16) Employee Benefit Plan

The Company has defined contribution plans, under which the Company pays fixed contributions into a separate entity, and additional contributions to the plans are based upon a percentage of the employees’ elected contributions. The Company will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized within selling, general, and administrative expenses and research and development in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations and ~~comprehensive loss~~Comprehensive Loss, as incurred. Defined contributions were ~~$1.1~~$1.5 million and $1.0 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Defined contributions were $2.6 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively.

~~(18)~~(17) Supplemental Cash Flow Information


		Three Months Ended March 30,					Six Months Ended June 30,
		2021		2020			2021		2020
				(As Restated)					(As Restated)
		(in thousands)					(in thousands)
Supplemental disclosure	Supplemental disclosure					Supplemental disclosure
Cash payments for:	Cash payments for:					Cash payments for:
Income tax paid	Income tax paid	$	(52)	$	(46)	Income tax paid	$	58	$	34
		$	(52)	$	(46)		$	58	$	34

Schedule for noncash investing activities
Schedule for noncash investing activities:						Schedule for noncash investing activities:
Unpaid property, plant, and equipment received	Unpaid property, plant, and equipment received	$	186	$	1,091	Unpaid property, plant, and equipment received	$	270	$	1,287
		$	186	$	1,091		$	270	$	1,287

Schedule for noncash financing activities
Schedule for noncash financing activities:						Schedule for noncash financing activities:
Issuance of common stock through "cashless" warrants exercised	Issuance of common stock through "cashless" warrants exercised	$	0	$	341,001	Issuance of common stock through "cashless" warrants exercised	$	104,176	$	360,742
Issuance of common stock through restricted stock units vested	Issuance of common stock through restricted stock units vested	22,825		0		Issuance of common stock through restricted stock units vested	27,320		0
Long-term debt						Long-term debt	0		930
Unpaid deferred transaction costs						Unpaid deferred transaction costs	250		0
							$	131,746	$	361,672

		$	22,825	$	341,001

2225

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(18) Subsequent Events

On July 12, 2021, we entered into a distribution agency agreement (the “Distribution Agency Agreement”) with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (each, an “Agent” and collectively, the “Agents”) providing for the offer and sale of up to $500.0 million of shares of the Company’s common stock, par value $0.0001 per share, through an "at the market offering" program ("ATM"), from time to time by the Company through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal.

On July 16, 2021, we completed the ATM, generating $500.0 million in gross proceeds, before deducting $6.2 million in underwriting discounts and commissions, and other expenses payable by the Company, through the sale of 13,740,433 shares of common stock We intend to use the net proceeds generated from the ATM for general corporate purposes, including working capital, general and administrative matters and capital expenditures for our manufacturing capabilities, development of our spaceship fleet and other infrastructure improvements.

On July 19, 2021, the Company paid the $1.9 million legal settlement related to a former contractor employed through a third party staffing agency, as noted in 15. Commitments and Contingencies.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to the business of the Virgin Galactic Companies and their subsidiaries prior to the consummation of the Virgin Galactic Business Combination and Virgin Galactic Holdings, Inc. and its subsidiaries after consummation of the Virgin Galactic Business Combination. Prior to the Virgin Galactic Business Combination and prior to the series of Vieco 10 reorganization steps, Galactic Ventures, LLC ("GV"), a wholly-owned subsidiary of Vieco 10, was the direct parent of the Virgin Galactic Companies.

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited financial statements and the related notes thereto, and the discussion under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in ~~Amended Annual~~

~~Report on~~Amendment No. 2 to Form ~~10-K/A.~~10-K. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” section of our

~~Amended Annual Report on~~Amendment No. 2 to Form ~~10-K/A~~10-K and under the "Cautionary Note Regarding Forward-Looking Statements" section and elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We are at the vanguard of a new industry, pioneering ~~the commercial exploration of~~a consumer space ~~with~~experience using reusable spaceflight systems. We believe the commercial exploration of space represents one of the most exciting and important ~~technology~~technological initiatives of our time. Less than 600 humans have ever traveled above the Earth’s atmosphere into space to become officially recognized as astronauts, cosmonauts or taikonauts. This industry ~~has begun~~is growing dramatically due to new products, new sources of private and government funding, and new technologies. Demand is emerging from new sectors and ~~demographics.~~demographics, which we believe is broadening the total addressable market. As government space agencies have retired or reduced their ~~own~~ capacity to send humans into space, private companies are beginning to make ~~crucial~~exciting inroads into the fields of human space exploration. We have embarked ~~into~~on this ~~commercial exploration~~ journey with a mission to put humans into space and return them safely to Earth on a routine and consistent basis. We believe that opening access to space will connect the ~~success of this mission will~~world to the wonder and awe created by space travel, offering customers a transformative experience, and provide the foundation for a myriad of exciting new industries.

We are a vertically integrated business built on top of an aerospace company, ~~pioneering human spaceflight~~offering access to space for private individuals, researchers and ~~researchers.~~government agencies. Our ~~spaceship operations consist of commercial human spaceflight~~missions include flying passengers as tourists, as well as flying researchers and ~~flying commercial research~~experiments for scientific and ~~development payloads into space.~~education purposes. Our operations ~~also~~ include the design and development, manufacturing, ground and flight testing, and post-flight maintenance of our spaceflight system vehicles. ~~We focus our efforts in spaceflights~~Our spaceflight system is developed using our ~~reusable~~proprietary technology and processes and focused on providing space experiences for ~~human tourism~~private astronauts, researcher flights and ~~for research and education.~~ professional astronaut training.

We intend to offer our customers a unique, multi-day experience culminating in a spaceflight that includes several minutes of weightlessness and views of Earth from space. Our elegant and distinctive spaceflight system – which takes off and lands on a runway – has been designed for optimal safety and comfort. As part of our commercial operations, we have exclusive access to the Gateway to Space facility at Spaceport America located in New Mexico. Spaceport America is the world’s first ~~purpose built~~purpose-built commercial spaceport and will be the site of our initial commercial spaceflight operations. We believe the site provides us with a competitive advantage ~~when creating our spaceflight plans~~ as it not only has a desert climate with relatively predictable weather conditions preferable to support our spaceflights, it also has airspace that is restricted for surrounding commercial air traffic that facilitates frequent and consistent flight scheduling.

Our primary mission is to launch the ~~first~~ commercial program for human spaceflight. In December 2018, we made history by flying our groundbreaking spaceship, VSS Unity, to space. This represented the first flight of a spaceflight system built for commercial service to take humans into space. ~~Shortly thereafter,~~In February 2019, we flew our second spaceflight inwith VSS Unity, ~~in February 2019, and, in addition to the two pilots,~~which carried a crew member in the ~~cabin.~~cabin in addition to the two pilots. After relocating our operations to Spaceport America, we have flown an additional two spaceflights in May and July 2021. The May flight carried revenue-generating scientific research experiments as part of NASA’s Flight Opportunities Program. This is the third time Virgin Galactic has flown technology experiments in the cabin on a spaceflight. This flight also completed the data submission to the Federal Aviation Administration (“FAA”) resulting in the approval for the expansion of our commercial space transportation operator license to allow for the carriage of space flight participants. This marked the first time the FAA licensed a spaceline to fly customers and was further validation of the inherent safety of our system.

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Our July flight was the 22nd flight of VSS Unity, the fourth rocket powered spaceflight and the first spaceflight with a full crew of four mission specialists in the cabin, including our Founder, Sir Richard Branson.

We believe that the market for commercial human spaceflight is significant and untapped. We have received reservations for approximately 600 spaceflight tickets and collected more than $80.0 million in future astronaut deposits as of ~~March 31,~~June 30, 2021. ~~Additionally, in~~In February 2020, we launched our One Small Step campaign which allows interested individuals to place a $1,000 refundable registration deposit towards the cost of a future ticket once we reopen ticket sales and, as of ~~March 31,~~June 30, 2021, there were approximately 1,000 participants in our One Small Step program from 66 countries. We retired the "One Small Step" program on December 31, ~~2020, but plan on reopening ticket sales following Sir Richard Branson's flight expected in 2021.~~2020. With each ticket purchased, future astronauts will experience a multi-day journey ~~that~~to prepare their mind and body for their upcoming flight, which includes a ~~tour of the spaceport, flight suit fitting,~~comprehensive spaceflight training preparation program and ~~culminating~~culminates with a trip to space on the final day.

We have ~~also~~ developed an extensive set of ~~vertically~~ integrated aerospace development capabilities encompassing preliminary vehicle design and analysis, detail design, manufacturing, ground testing, flight testing, and maintenance of our spaceflight system. Our spaceflight system consists of ~~three~~two primary components: our carrier aircraft, the ~~mothership; our spaceship, SpaceShipTwo;~~mothership, and our ~~hybrid rocket motor.~~

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spaceship.

~~SpaceShip~~The Spaceship is a ~~spaceship~~vehicle with the capacity to carry pilots and ~~future~~private astronauts, research experiments or ~~commercial~~researchers that travel with their experiments for human tended research ~~and development payloads,~~flights, into space and return them safely to Earth. Fundamentally, ~~SpaceShip~~the Spaceship is a rocket-powered aerospace vehicle that operates more like a plane than a traditional vertically launched rocket. ~~SpaceShip~~It is powered by a hybrid rocket propulsion system, which ~~we refer to as "RocketMotor", which~~ propels the spaceship on a trajectory into space. ~~SpaceShip’s~~The hybrid rocket motor utilizes liquid oxidizer and solid fuel and is designed to be a simple, safe, reliable propulsion system for the spaceship. Spaceship’s cabin has been designed to maximize the future astronaut’s safety, experience and comfort. A dozen windows line the sides and ceiling of the spaceship, offering ~~the future astronauts~~customers the ability to view the blackness of space as well as stunning views of the Earth below. Our mothership is a twin-fuselage, custom-built aircraft designed to carry ~~SpaceShip~~Spaceship up to an altitude of approximately 45,000 feet where ~~the spaceship~~it is released for its flight into space. Using the mothership’s air launch capability, rather than a standard ground-launch, reduces the energy requirements of our spaceflight system as ~~SpaceShip~~Spaceship does not have to rocket its way through the higher density atmosphere closest to the Earth’s ~~surface.~~surface as well as being a fully reusable spaceflight system.

Our team is currently in various stages of designing, testing and manufacturing additional spaceships and rocket motors in order to meet the expected demand for human spaceflight experiences. Our next generation spaceships will include the various learnings from our flight test program so we are able to design and manufacture our future spaceships to allow for greater predictability, faster turnaround time and easier maintenance. Concurrently, we are also researching and developing new products and technologies to grow our company.

Our operations also include ~~efforts in~~ spaceflight opportunities for research and ~~education. For example,~~technology development. Prior to Virgin Galactic’s offering, researchers have utilized parabolic aircraft and drop towers to create moments of microgravity and conduct significant research ~~activities.~~activities related to the space environment. In most cases, these solutions offer only seconds of microgravity per flight and do not offer access to the upper atmosphere or ~~space. Other researchers have conducted~~space itself. Researchers can also conduct experiments on sounding rockets or satellites. These opportunities are expensive, infrequent and may impose highly limiting operational constraints. ~~We believe that~~VSS Unity is intended to provide the scientific research ~~experiments will benefit from prolonged exposure~~community access to space ~~conditions~~for affordable and ~~yield better results aboard SpaceShip due~~repeatable high-quality microgravity. Our suborbital platform is an end-to-end offering, which includes not only our vehicles, but also the hardware along with the processes and facilities needed for a successful campaign. The platform offers a routine, reliable and responsive service allowing for experiments to be repeated rapidly and frequently and with the ~~large cabin, gentler loading during flight, relatively low cost, advantageous operational parameters,~~opportunity to be tended in-flight by one or more researchers. This capability will enable scientific experiments as well as educational and ~~frequent flights. As such, researchers~~research programs to be carried out by a broader range of individuals, organizations and ~~educators are able to conduct critical experiments and obtain important data without having to sacrifice time and resources.~~institutions than ever before. Our commitment to advancing research and science ~~was~~has been present in all of our ~~December 2018 and February 2019~~ spaceflights asto date. Most recently, in May, we ~~transported~~carried payloads into space for research purposes as part of our contract with NASA under ~~a NASA~~its Flight Opportunities Program, and our July flight ~~contract.~~included research payloads from the University of Florida.

We have also leveraged our knowledge and expertise in manufacturing spaceships to occasionally perform engineering services for future astronauts, such as research, design, development, manufacturing and integration of advanced technology systems.

Factors Affecting Our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of our ~~Amended Annual Report on 10-K/A~~Amendment No. 2 to Form 10-K titled “Risk Factors.”

Commercial Launch of Our Human Spaceflight Program

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We are in the final phases of developing our commercial spaceflight program. Prior to commercialization, we must complete our test flight program, which includes a rigorous series of ground and flight tests, including our baseline spaceflight metrics, flight paths and safety protocol that will be used throughout our spaceflight program. ~~The final portion of the~~Specifically, we are working towards a third test flight ~~program includes submission~~later this year which will be a revenue-generating flight with the Italian Air Force. We then expect to enter a period of ~~verification reports~~planned maintenance and enhancements to the ~~FAA for their review, which will then allow us to carry paying customers on spaceflights under our existing~~vehicles before we commence commercial spaceflight license. However, the timing of the submission may be delayed by multiple factors, some of which are outside of our control, including the current, and uncertain future impact of the COVID-19 outbreak on our business.service. Any delays in successful completion of our test flight program, whether due to the impact of COVID-19 or otherwise, will impact our ability to generate revenue from human spaceflight.

We recently became the first spaceline to receive FAA approval to carry commercial customers to space. This was through an update to our existing commercial spaceflight ~~revenue.~~license which we have held since 2016.

Customer Demand

While not yet in commercial service for human spaceflight, we have already received significant interest from potential future astronauts. Going forward, we expect the size of our backlog and the number of future astronauts that have flown to space on our spaceflight system to be an important indicator of our future performance. As of ~~March 31,~~June 30, 2021, we had reservations for ~~SpaceShip~~space flights for approximately 600 future astronauts. In February 2020, we launched our One Small Step campaign which ~~allows~~allowed interested individuals to place a $1,000 refundable registration deposit towards the cost of a future ticket once we reopen ticket sales and, as of December 31, 2020, we had received approximately 1,000 One Small Step deposits for approximately $1,000 from 66 ~~countries. We~~countries before we retired the "One Small Step" program on December 31, 2020, but ~~plan on reopening~~expect to reopen ticket sales ~~following Sir Richard Branson's flight expected~~ in 2021.

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Available Capacity and Annual Flight Rate

We face constraints of resources and competing demand for our human spaceflights. We expect to commence commercial operations with a single ~~SpaceShip,~~Spaceship, VSS Unity, and a single mothership carrier aircraft, VMS Eve, which together comprise our only spaceflight system. As a result, our annual flight rate will be constrained by the availability and capacity of this spaceflight system. To reduce this constraint, we are in various stages of designing, testing and manufacturing two additional ~~SpaceShip~~Spaceship vehicles. We believe that expanding the fleet will allow us to increase our annual flight rate once commercialization is achieved.

Safety Performance of Our Spaceflight Systems

Our spaceflight systems are highly specialized with sophisticated and complex technology. We have built operational processes to ensure that the design, manufacture, performance and servicing of our spaceflight systems meet rigorous quality standards. However, our spaceflight systems are still subject to operational and process problems, such as manufacturing and design issues, pilot errors, or cyber-attacks. Any actual or perceived safety issues may result in significant reputational harm to our business and our ability to generate human spaceflight revenue.

Impact of COVID-19

On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. Since then, extraordinary actions have been taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world. These actions have included travel bans, quarantines, "stay-at-home" orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.

Consistent with the actions taken by governmental authorities, including US Federal, California, New Mexico and the United Kingdom, where most of our workforce is located, we have taken appropriately cautious steps to protect our workforce and support community efforts. As part of these efforts, and in accordance with applicable government directives, we initially reduced and then temporarily suspended on-site operations at our facilities in Mojave, California and Spaceport America, New Mexico and in our London office location in late March 2020. Starting ~~late~~ March 2020, approximately two-thirds of our employees and contractors were able to complete their duties from home, which enabled much critical work to continue, including engineering analysis and drawing releases for VSS Unity, VMS Eve and the second ~~SpaceShip~~Spaceship vehicle, process documentation updates, as well as workforce training and education. The remaining one-third of our workforce was unable to perform their normal duties from home. In April 2020, in accordance with our classification within the critical infrastructure designation, we resumed limited operations and under revised operational and manufacturing plans that ~~conform~~conformed to the latest COVID-19 health ~~precautions.~~precautions, at that time. Such actions included, although were not limited to universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular

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and thorough disinfecting of work surfaces, tools and equipment. We also offered testing to employees and contractors for COVID-19 on a regular basis. As the pandemic has evolved, we have continued to follow US Federal, State and UK guidance, as applicable to our sites. However, the COVID-19 pandemic and the continued precautionary actions taken throughout 2020 and thus far during 2021 related to COVID-19 have adversely impacted, and are expected to continue to adversely impact, our operations, including the completion of the development of our spaceflight systems and our scheduled spaceflight test programs.

Beginning in the summer of 2020, all of our employees whose work requires them to be in our facilities returned back on-site, and we continue ~~with our implemented~~to follow Federal, State and ~~established strict protocols~~international guidance as applicable, to ensure employee ~~safety, including enforcing staggered shifts to lower on-site density and re-working communications processes with engineers who are primarily working from home.~~safety. We have, however, experienced, and expect to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken related to COVID-19. For the time being, we are encouraging those employees who are not required onsite and are able to work from home to continue ~~doing so until case levels are lowered and vaccinations are more readily available.~~doing.

The COVID-19 pandemic and the protocols and procedures we have implemented in response to the pandemic have caused and continue to cause delays to our business and operations, which has led to accumulated impacts to both schedule and cost efficiency and some delays in operational and maintenance activities, including delays in our test flight program. We expect this to ~~continue through well into 2021.~~continue. The full impact of the COVID-19 pandemic on our business and results of our future operations will depend on future developments, such as the ultimate duration and scope of the ~~outbreak~~pandemic and its impact on our operations necessary to complete the development of our spaceflight systems, our scheduled spaceflight test programs and commencement of our commercial flights. In addition to existing travel restrictions, countries may continue to maintain or

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reimpose closed borders, impose prolonged quarantines, and/or further restrict travel. We believe our cash and cash equivalents on hand at ~~March 31,~~June 30, 2021 and management's operating plan, will provide sufficient liquidity to fund our operations for at least the next twelve months from the issuance of the financial statements included in this Quarterly Report on Form 10-Q. If ~~we experience a significant delay due to our workforce getting ill or if~~ the pandemic worsens and we experience an additional delay, we may take additional actions, such as further reducing costs.

Component of Results of Operations

Revenue

To date, we have primarily generated revenue by transporting scientific commercial research and development payloads using our spaceflight systems and by providing engineering services as a subcontractor to the primary contractor of a long-term contract with the U.S. government. We also have generated revenues from a sponsorship arrangement.

Following the commercial launch of our human spaceflight services, we expect the significant majority of our revenue to be derived from ticket sales ~~of tickets~~ to fly to space. We also expect that we will continue to receive a small portion of our revenue by providing services relating to the research, design, development, manufacture and integration of advanced technology systems.

Cost of Revenue

Costs of revenue related to spaceflights ~~include~~includes costs related to the consumption of a rocket motor, fuel, payroll and benefits for our pilots and ground crew, and maintenance. Cost of revenue related to the payload and engineering services ~~consist~~consists of expenses related to materials and human capital, such as payroll and benefits. Once we have completed our test flight program and commenced commercial operations, we will capitalize the cost to construct any additional ~~SpaceShip~~Spaceship vehicles. Cost of revenue will include vehicle depreciation once those spaceships are placed into service. We have not capitalized any spaceship development costs to date.

Gross Profit and Gross Margin

Gross profit is calculated based on the difference between our revenue and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin has varied historically based on the mix of revenue-generating spaceflights and engineering services. As we approach the commercialization of our spaceflights, we expect our gross profit and gross margin may continue to vary as we scale our fleet of spaceflight systems.

Selling, General and Administrative

Selling, general and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing and commercial, and human resources; depreciation expense and rent relating to facilities, including a portion of the lease with Spaceport America, and equipment; professional fees; and other general corporate costs. Human

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capital expenses primarily include salaries, cash bonuses, stock-based compensation and benefits. As we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis.

We also expect to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general and director and officer insurance, investor relations, and professional services.

Research and Development

Research and development expense represents costs incurred to support activities that advance our human spaceflight towards commercialization, including basic research, applied research, concept formulation studies, design, development, and related testing activities. Research and development costs consist primarily of the following costs for developing our spaceflight systems:

•flight testing programs, including rocket motors, fuel, and payroll and benefits for pilots and ground crew performing test flights;

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•equipment, material, and labor hours (including from third party contractors) for developing the spaceflight system’s structure, spaceflight propulsion system, and flight profiles; and

•rent, maintenance, and depreciation of facilities and equipment and other overhead expenses allocated to the research and development departments.

As of ~~March 31,~~June 30, 2021, our current primary research and development objectives focus on the development of our ~~SpaceShip~~Mothership and Spaceship vehicles for commercial spaceflights and developing our RocketMotor, a hybrid rocket propulsion system that will be used to propel our ~~SpaceShip~~Spaceship vehicles into space. The successful development of ~~SpaceShip~~Mothership, Spaceship and RocketMotor involves many uncertainties, including:

•timing in finalizing spaceflight systems design and specifications;

•successful completion of flight test programs, including flight safety tests;

•our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications;

•performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials;

•performance of a limited number of suppliers for certain raw materials and components;

•performance of our third-party contractors that support our research and development activities;

•our ability to maintain rights from third parties for intellectual properties critical to research and development activities;

•our ability to continue funding and maintain our current research and development activities; and

•the impact of the ongoing global COVID-19 pandemic.

A change in the outcome of any of these variables could delay the development of ~~SpaceShip~~Spaceship and RocketMotor, which in turn could impact when we are able to commence our human spaceflights.

As we are currently still in our final development and testing stage of our spaceflight system, we have expensed all research and development costs associated with developing and building our spaceflight system. We expect that our research and development expenses will decrease once technological feasibility is reached for our spaceflight systems as the costs incurred to manufacture additional ~~SpaceShip~~Spaceship vehicles, built by leveraging the invested research and development, will no longer qualify as research and development activities.

Change in Fair Value of Warrants

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Interest Income, net

Interest income, net consists primarily of interest earned on cash and cash equivalents held by us in interest bearing demand deposit accounts and cash equivalents, as well as interest expense related to our finance lease obligations.

Other Income, net

Other income consists of miscellaneous non-operating items, such as gains on marketable securities and handling fees related to customer refunds.

Income Tax Provision

We are subject to income taxes in the United States and the United Kingdom. Our income tax provision consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for

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allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Results of Consolidated Operations

The following tables set forth our results of operations for the periods presented and expresses the relationship of certain line items as a percentage of revenue for those periods. The period-to-period comparisons of financial results is not necessarily indicative of future results.


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020					2021		2020		2021		2020
		(In thousands)				(In thousands)
Revenue	Revenue	$	—	$	238			Revenue	$	571	$	—	$	571	$	238
Cost of revenue	Cost of revenue	—		173				Cost of revenue	63		—		63		173
Gross profit	Gross profit	—		65				Gross profit	508		—		508		65
Operating expenses:	Operating expenses:							Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	44,914		26,755				Selling, general and administrative expenses	38,503		26,047		83,417		52,802
Research and development expenses	Research and development expenses	36,363		34,282				Research and development expenses	35,903		37,009		72,266		71,201
Operating loss	Operating loss	(81,277)		(60,972)				Operating loss	(73,898)		(63,056)		(155,175)		(123,938)
Change in fair value of warrants	Change in fair value of warrants	(48,719)		(316,896)				Change in fair value of warrants	(20,363)		(9,596)		(69,082)		(326,492)
Interest income, net	Interest income, net	318		1,168				Interest income, net	214		498		532		1,666

Other income	Other income	27		(172)				Other income	13		221		40		49
Loss before income taxes	Loss before income taxes	(129,651)		(376,872)				Loss before income taxes	(94,034)		(71,933)		(223,685)		(448,715)
Income tax benefit (expense)	Income tax benefit (expense)	(43)		46				Income tax benefit (expense)	(6)		(40)		(49)		6
Net loss	Net loss	$	(129,694)	$	(376,826)			Net loss	$	(94,040)	$	(71,973)	$	(223,734)	$	(448,709)

For the Three and Six Months Ended ~~March 31,~~June 30, 2021 Compared to the Three and Six Months Ended ~~March 31,~~June 30, 2020

Revenue
Three Months Ended March 31, $
Change %
Change
2021 2020
(In thousands, except %)
Revenue $ — $ 238 $ (238) (100) %


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2021		2020						2021		2020
	(In thousands, except %)
Revenue	$	571	$	—	$	571	100	%	$	571	$	238	$	333	140	%

We ~~did not record any revenue for the three months ended March 31, 2021, compared to $0.2~~recorded $0.6 million of revenue for the three months ended ~~March 31,~~June 30, 2021, compared to no revenue for the three months ended June 30, 2020. ~~This revenue~~Revenue recorded for the three months ended ~~March 31,~~June 30, 2021 was attributable to the spaceflight of two payloads in May 2021 and revenue earned from the completion of certain technical milestones related to payload services.

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We recorded $0.6 million of revenue for the six months ended June 30, 2021, compared to $0.2 million revenue for the six months ended June 30, 2020. Revenue recorded for the six months ended June 30, 2021 was attributable to the spaceflight of two payloads in May 2021 and revenue earned from the completion of certain technical milestones related to payload services. Revenue recorded for the six months ended June 30, 2020 was ~~attributable~~related to engineering services provided under long-term U.S. government contracts that ended in early 2020.

Cost of Revenue and Gross Profit


		Three Months Ended March 31,						$ Change				% Change						Three Months Ended June 30,					$ Change				% Change		Six Months Ended June 30,						$ Change			% Change
		2021			2020												2021	2020								2021			2020
		(In thousands, except %)														(In thousands, except %)
Cost of revenue	Cost of revenue	$	—		$	173				$	(173)			(100)	%						Cost of revenue		$	63			$	—	$	63		100		%	$	63		$	173	$	(110)		(64)	%
Gross profit	Gross profit	—			65			$	(65)			(100)	%						Gross profit	$	508		$	—			$	508	100		%	$	508		$	65		$	443	682		%
Gross margin	Gross margin	—		%	27		%												Gross margin	89		%	—		%							89		%	27		%

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We ~~did not record any~~recorded $0.1 million cost of revenue ~~in the three months ended March 31, 2021, as we did not record any revenue in the period. Cost of revenue was $0.2 million~~ for the three months ended ~~March 31,~~June 30, 2021, compared to no cost of revenue for the three months ended June 30, 2020. ~~The~~We recorded $0.1 million cost of revenue for the six months ended June 30, 2021, compared to $0.2 million cost of revenue for the six months ended June 30, 2020. Cost of revenue primarily relates to the incremental costs related to the completion of payload services and labor costs ~~associated with providing~~provided for engineering services under long-term U.S. government ~~contracts decreased proportionally with the billings.~~contracts.

Gross profit ~~decreased~~increased by ~~$0.1~~$0.5 million, or ~~(100)%~~100%, for the three months ended ~~March 31,~~June 30, 2021, compared to the three months ended ~~March 31,~~June 30, 2020. Gross margin for the three months ended ~~March 31,~~June 30, 2021 ~~decreased 27%~~increased 100% compared to the three months ended ~~March 31,~~June 30, 2020. ~~The decrease in gross~~

Gross profit ~~and gross~~increased by $0.4 million, or 682% to $0.5 million for the six months ended June 30, 2021 from $0.1 for the six months ended June 30, 2020. Gross margin ~~was primarily driven by completion of~~for the ~~aforementioned long-term U.S. government contracts.~~six months ended June 30, 2021 increased 226% compared to the six months ended June 30, 2020.

Selling, General and Administrative Expenses
Three Months Ended March 31, $
Change %
Change
2021 2020
(In thousands, except %)
Selling, general and administrative expenses $ 44,914 $ 26,755 $ 18,159 68 %


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2021		2020						2021		2020
	(In thousands, except %)
Selling, general and administrative expenses	$	38,503	$	26,047	$	12,456	48	%	$	83,417	$	52,802	$	30,615	58	%

Selling, general and administrative expenses increased by ~~$18.2~~$12.5 million, or ~~68%~~48%, to ~~$44.9~~$38.5 million for the three months ended ~~March 31,~~June 30, 2021 from ~~$26.8~~$26.0 million for the three months ended ~~March 31,~~June 30, 2020. This increase was primarily due to ~~$6.0~~a $6.9 million ofincrease in stock-based compensation and a $3.5 million increase in salary, bonus, and other ~~benefits~~benefits. In addition there was a $2.0 million increase in marketing related expenses.

Selling, general and ~~$15.2~~administrative expenses increased by $30.6 million, ofor 58%, to $83.4 million for the six months ended June 30, 2021 from $52.8 million for the six months ended June 30, 2020. This increase was primarily due to a $22.0 million increase in stock-based ~~compensation.~~compensation and a $9.4 million increase in salary, bonus, and other benefits. In addition there was a $2.0 million increase in marketing related expenses. These increases were partially offset with decreases of ~~$2.0~~$2.9 million of professional and legal ~~fees and $1.3 million in facilities costs.~~fees.

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Research and Development Expenses
Three Months Ended March 31, $
Change %
Change
2021 2020
(In thousands, except %)
Research and development expenses $ 36,363 $ 34,282 $ 2,081 6 %


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2021		2020						2021		2020
	(In thousands, except %)
Research and development expenses	$	35,903	$	37,009	$	(1,106)	(3)	%	$	72,266	$	71,201	$	1,065	1	%

Research and development expenses decreased by $1.1 million, or 3%, to $35.9 million for the three months ended June 30, 2021 from $37.0 million for the three months ended June 30, 2020. The decrease was primarily due a $5.0 million decrease in contract labor associated with the development our spaceflight system. This decrease was partially offset by increases of $2.0 million of stock-based compensation and $2.0 million in salaries, bonus and other benefits both primarily driven by the addition of key executive leadership.

Research and development expenses increased by ~~$2.1~~$1.1 million, or 6%1%, to ~~$36.4~~$72.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 from ~~$34.3~~$71.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The increase was primarily due to ~~costs associated with developing our spaceflight system, including increases of $3.9~~a $6.0 million ~~of salary~~increase in salaries, bonus, and other benefits ~~$2.5~~and a $4.5 million ofincrease in stock-based compensation ~~$1.5 million~~both primarily driven by the addition of ~~facilities costs, and $0.6 million of insurance costs.~~key executive leadership. These increases were partially offset ~~with~~by a decrease of ~~$6.5~~$11.0 million ~~of materials and equipment lease costs.~~

in contract labor associated with the development our spaceflight system.

Change in the Fair Value of Warrants

Three Months Ended March 31, $
Change %
Change
2021 2020
(In thousands, except %)
Change in fair value of warrants $ (48,719) $ (316,896) $ 268,177 (85) %


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2021		2020						2021		2020
	($ in thousands)								(In thousands, except %)
Change in fair value of warrants	$	(20,363)	$	(9,596)	$	(10,767)	112	%	$	(69,082)	$	(326,492)	$	257,410	(79)	%

Change in fair value of warrants reflects the non-cash change in the fair value of warrants. Certain warrants issued as part of the Company's initial public offering in 2017 and assumed upon the consummation of the Business Combination were recorded at their fair value on the date of the Business Combination and are remeasured as of any warrant exercise date and at the end of each reporting period. The decrease was primarily due to the increase in market volatility and price of our shares during the three months ended March 31, 2020, which caused a significant change in fair value during the period.

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Interest Income, net
Three Months Ended March 31, $
Change %
Change
2021 2020
(In thousands, except %)
Interest income, net $ 318 $ 1,168 $ (850) (73) %


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2021		2020						2021		2020
	(In thousands, except %)
Interest income, net	$	214	$	498	$	(284)	(57)	%	$	532	$	1,666	$	(1,134)	(68)	%

Interest income ~~net~~ decreased by ~~$0.9~~$0.3 million, or ~~73%~~57%, to ~~$0.3~~$0.2 million for the three months ended ~~March 31,~~June 30, 2021 from ~~$1.2~~$0.5 million for the three months ended ~~March 31,~~June 30, 2020.

Interest income decreased by $1.1 million, or 68%, to $0.5 million for the six months ended June 30, 2021 from $1.7 million for the six months ended June 30, 2020.

The decrease was primarily due to significant reductions in interest rates offered for cash, cash equivalents and restricted cash being held in an interest-bearing accounts.

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Other Income, net

The ~~decrease~~changes in other income ~~net~~ for the three months and six months ended ~~March 31,~~June 30, 2021 from the three and six months ended ~~March 31,~~June 30, 2020 ~~was~~were not material and ~~was~~were primarily attributable to the net unrealized losses on marketable securities.

Income Tax ~~(Benefit) Expense~~(Expense) Benefit

Income tax ~~expense~~(expense) benefit was immaterial for the three and six months ended ~~March 31,~~June 30, 2021 and 2020. We have accumulated net operating losses at the federal and state level as we have not yet started commercial operations. We maintain a substantially full valuation allowance against our net U.S. federal and state deferred tax assets. The income tax expenses shown above are primarily related to minimum state filing fees in the states where we have operations as well as corporate income taxes for our operations in the United Kingdom, which operates on a cost-plus arrangement.

Liquidity and Capital Resources

Prior to the consummation of the Virgin Galactic Business Combination, our operations historically participated in cash management and funding arrangements managed by Vieco 10 and GV. Only cash and cash equivalents held in bank accounts legally owned by entities dedicated to us are reflected in the ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets. Cash and cash equivalents held in bank accounts legally owned by Vieco 10 and GV were not directly attributable to us for any of the periods presented. Transfers of cash, both to and from Vieco 10 and GV by us have been reflected as a component of net parent investment and membership equity in the ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets and as a financing activity on the accompanying ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~cash flows~~Cash Flows.

As of ~~March 31,~~June 30, 2021, we had cash, cash equivalents and restricted cash of ~~$630~~$565 million. From the time of our inception to the consummation of the Virgin Galactic Business Combination, we financed our operations and capital expenditures through cash flows financed by Vieco 10 and GV. Our principal sources of liquidity following the Virgin Galactic Business Combination have been from the October 2019 investment by an entity affiliated with the Boeing Company and sales of our ~~August 2020~~common stock.

As noted in Note 18 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, we completed the ATM, generating $493.7 million in net proceeds, through the sale of 13,740,433 shares of common stock. We intend to use the net proceeds generated from the ATM for general corporate purposes, including working capital, general and administrative matters and capital expenditures for our manufacturing capabilities, development of our spaceship fleet and other infrastructure improvements.

Historical Cash Flows


							Six Months Ended June 30,
		Three Months Ended March 31,					2021		2020
		2021		2020					(As restated)
		(In thousands)					(In thousands)
Net cash (used in) provided by	Net cash (used in) provided by					Net cash (used in) provided by
Operating activities	Operating activities	(48,769)		$	(56,313)	Operating activities	(113,472)		$	(108,087)
Investing activities	Investing activities	(819)		(4,036)		Investing activities	(1,647)		(9,940)
Financing activities	Financing activities	289		(720)		Financing activities	819		(1,516)
Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	$	(49,299)	$	(61,069)	Net change in cash and cash equivalents and restricted cash	$	(114,300)	$	(119,543)

Operating Activities

Net cash used in operating activities was ~~$48.8~~$113.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, primarily consisting of ~~$129.7~~$223.7 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of $5.7 million, stock based compensation expense of $36.5 million, and change in fair value of warrants of $69.1 million, as well as $1.1 million of cash consumed by working capital.

Net cash used in operating activities was $108.1 million for the six months ended June 30, 2020, primarily consisting of $448.7 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of

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$~~2.9~~4.5 million, stock based compensation expense of ~~$22.1~~$10.0 million, and change in fair value of warrants of ~~$48.7 million, as well as $7.2 million of cash consumed by working capital.~~

Net cash used in operating activities was $56.3 million for the three months ended March 31, 2020, primarily consisting of $376.8 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of $2.1 million, stock based compensation expense of $4.4 million, and change in fair value of warrants of $316.9$326.5 million, as well as a ~~$2.9~~$0.4 million increase in cash consumed by working capital as compared to the three months ended March 31, 2019. The increase in cash consumed by working capital was primarily driven by a decrease in accounts payable and accrued liabilities and customer deposits.capital.

Investing Activities

Net cash used in investing activities was ~~$0.8~~$1.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, primarily consisting of the completion of construction activities at the Gateway to Space facility and ~~less~~ purchases of IT infrastructure and tooling and manufacturing equipment.

Net cash used in investing activities was ~~$4.0~~$9.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020, primarily consisting of ~~purchases of manufacturing equipment, leasehold improvements at the Mojave Air and Space Port facility, purchases of furniture and fixtures, IT infrastructure upgrades, and spare parts as well as~~ construction activities at the Gateway to Space facility, IT infrastructure purchases, and ~~at spaceflight systems fueling facilities.~~the purchase of tooling and manufacturing equipment.

Financing Activities

Net cash ~~used in~~provided by financing activities was ~~$0.3~~$0.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, consisting primarily of net cash proceeds from issuance of common stock, offset by tax withholdings for stock options exercised.

Net cash used in financing activities was ~~$0.7~~$1.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020, consisting primarily of cash consumed by professional and other fees related to financing transaction costs.

Funding Requirements

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we continue to advance the development of our spaceflight system and the commercialization of our human spaceflight operations. In addition, we expect cost of revenue to increase significantly as we commence commercial operations and add additional spaceships to our operating fleet.

Specifically, our operating expenses will increase as we:

•scale up our manufacturing processes and capabilities to support expanding our fleet with additional spaceships, carrier aircraft and rocket motors upon commercialization;

•pursue further research and development on our future human spaceflights, including those related to our research and education efforts, supersonic and hypersonic point-to-point travel;

•hire additional personnel in research and development, manufacturing operations, testing programs, and maintenance as we increase the volume of our spaceflights upon commercialization;

•seek regulatory approval for any changes, upgrades or improvements to our spaceflight technologies and operations in the future, especially upon commercialization;

•maintain, expand and protect our intellectual property portfolio; and

•hire additional personnel in management to support the expansion of our operational, financial, information technology, and other areas to support our operations as a public company.

Although we believe that our current capital is adequate to sustain our operations for a period of time, changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. Additionally, we are in the final phases of developing our commercial spaceflight program. While we anticipate initial commercial launch with a single ~~SpaceShip,~~Spaceship, we currently have two additional ~~SpaceShip~~Spaceship vehicles under ~~construction and expect the direct costs to complete these two vehicles to be in the range of $35 million to $55 million.~~construction. We anticipate the costs to manufacture additional vehicles will begin to

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decrease as we continue to scale up our manufacturing processes and capabilities. Until we have achieved technological feasibility with our spaceflight systems, we will not capitalize expenditures incurred to construct any additional components of our spaceflight systems and continue to expense these costs as incurred to research and development.

The commercial launch of our human spaceflight program and the anticipated expansion of our fleet have unpredictable costs and are subject to significant risks, uncertainties and contingencies, many of which are beyond our control, that may affect the timing and magnitude of these anticipated expenditures.

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Contractual Obligations and Commitments

Except as set forth in Note 1615, Commitments and Contingencies, of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes outside the ordinary course of business to our contractual obligations and commitments as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Amendment No. 2 to ~~our Annual Report on~~ Form ~~10-K/A~~10-K for the year ended December 31, 2020, filed with the SEC on ~~March 1,~~May 10, 2021.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions. Please refer to Note 2 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information about these critical accounting policies, as well as a description of our other significant accounting policies.

~~Revenue Recognition~~

We have yet to undertake our first commercial spaceflight for paying private individuals and consequently have not generated any human spaceflight revenue. In December 2018 and February 2019, we successfully carried payloads into space and accordingly recognized revenue related to these spaceflights. Additionally, we have one fixed-price contract with NASA to carry payloads into space.

For the three months ended March 31, 2021 and 2020, we recognized revenue when delivery of our obligations to our customer has occurred, the collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Revenue is measured at the fair value of the consideration received excluding discounts, rebates, value added tax, and other sales taxes or duty. Cash payments for spaceflights are classified as customer deposits until persuasive evidence of an arrangement exists. Revenues from spaceflight is recognized when spaceflight service has been delivered. Revenue from engineering services is recognized on a time-and-materials basis for direct labor hours incurred at fixed hourly rates.

~~Inventories~~

Inventories consist of raw materials expected to be used for the development of the human spaceflight program and customer specific contracts. Inventories are stated at the lower of cost or net realizable value. At the end of each period we evaluate whether the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes, and if so, a loss is recognized in the period in which it occurs. In addition, we capitalize costs incurred to fulfill a contract in inventories in advance of contract award as work-in-process if we determine that contract award is probable. We determine the costs of other product and supply inventories by using the first-in first-out or average cost methods. Our status of

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~~pre-technical feasibility means that material issued from inventory into production of our vehicles, labor charges and overhead charges are charted to R&D expense.~~

~~Research and Development~~

We conduct research and development activities to develop existing and future technologies that advance our spaceflight system towards commercialization. Research and development activities include basic research, applied research, concept formulation studies, design, development, and related test program activities. Costs incurred for developing our spaceflight system and flight profiles primarily include equipment, material, and labor hours. Costs incurred for performing test flights primarily include rocket motors, fuel, and payroll and benefits for pilots and ground crew. Research and development costs also include rent, maintenance, and depreciation of facilities and equipment and other allocated overhead expenses. We expense all research and development costs as incurred. Once we have achieved technological feasibility, we will capitalize the costs to construct any additional components of our spaceflight systems.

~~Income Taxes~~

We record income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record valuation allowances to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. Our assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future taxable income on a jurisdictional basis, we consider the effect of our transfer pricing policies on that income. We have placed a valuation allowance against U.S. federal and state deferred tax assets since the recovery of the assets is uncertain.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As we grow, we will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. We adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the income tax expense in the period in which such determination is made and could have a material impact on our financial condition and operating results. The income tax expense includes the effects of any accruals that we believe are appropriate, as well as the related net interest and penalties.

We have not yet started commercial operations and as such we are accumulating net operating losses at the federal and state levels, which are reflected in the income tax provision section of the balance sheet. The presented income tax expenses in these statements are primarily related to minimum state filing fees in the states where we have operations as well as corporate income taxes for our operations in the United Kingdom, which operates on a cost-plus arrangement and therefore incurs income tax expenses.

~~Stock-Based Compensation~~

In December 2019, our board of directors and stockholders adopted the 2019 Incentive Award Plan (the "2019 Plan"). Pursuant to the 2019 Plan, up to 21,208,755 shares of common stock have been reserved for issuance to employees, consultants and directors. Please refer to ~~Note 14~~ ~~in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding stock-based compensation.~~

~~Cash Incentive Plan~~

Some of our employees participate in a multiyear cash incentive plan (the “Cash Incentive Plan”) to provide cash bonuses based on the attainment of three qualifying milestones with defined target dates. The maximum aggregate amount of cash awards under the Cash Incentive Plan is $30.0 million. Compensation cost is recognized if it is probable that a milestone will be achieved.

On October 25, 2019, the second qualifying milestone under the VG Companies' multiyear cash incentive plan was amended such that the participants who remained continuously employed by us are entitled to receive 100% of the bonus that such participant would have otherwise received upon the achievement of the original second qualifying milestone. We

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~~recognized the $9.9 million in compensation costs owed to participants for the second qualifying milestone and such amount was paid on November 8, 2019.~~

Recent Accounting Pronouncements

Please refer to Note 3 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have operations within the United States and the United Kingdom and as such we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and fluctuations in foreign currency exchange rates. We are also exposed to market risk from changes in our stock prices, which impact the fair value of our warrant liability. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Risk

Cash, cash equivalents and restricted cash consist solely of cash held in depository accounts and as such are not affected by either an increase or decrease in interest rates. We consider all highly liquid investments with a maturity of three months or less as cash equivalents. As of ~~March 31,~~June 30, 2021, we had ~~$630~~$565 million deposits held primarily in cash, cash equivalents and restricted cash, which includes ~~$598.9~~$552 million in cash equivalents. Cash equivalents are short term investments and would not be significantly impacted by changes in the interest rates. We believe that a 10% increase or decrease in interest rates would not have a material effect on our interest income or expense.

Foreign Currency Risk

The functional currency of our operations in the United Kingdom is the local currency. We translate the financial statements of the operations in the United Kingdom to United States Dollars and as such we are exposed to foreign currency risk. Currently, we do not use foreign currency forward contracts to manage exchange rate risk, as the amount subject to foreign currency risk is not material to our overall operations and results.

Item 4. Controls and Procedures

Remediation of Material Weakness in Internal Control

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As ~~previously reported, the Company identified a material weaknesses in the operation~~ of the ~~Company’s internal control over financial reporting~~filing of this Quarterly Report on Form 10-Q, management has completed the implementation of our remediation efforts of the material weakness related to accounting for warrants ~~related to~~issued as part of the Virgin Galactic Business ~~Combination.~~Combination as previously reported. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~The material weakness is related~~Our remediation efforts included requiring the formalized consideration of obtaining additional technical guidance prior to an incorrect accounting of the warrants related to the Virgin Galactic Business Combination for which we did not identify and evaluate the appropriate accounting technical pronouncements and other literature for this significant transaction. We are improving these processes to ensure that the nuances of suchconcluding on significant or unusual ~~transactions are effectively evaluated in the context of the increasingly complex~~transactions. These additional considerations include items such as obtaining additional accounting ~~standards. This material weaknesses resulted in adjustments to liability, equity and changes in fair value related to warrants through other income (expense), net..~~pronouncements or performing consultations with third party accounting specialists, authoritative bodies or regulators.

While these actions, and others, are subject to ongoing management evaluation, including the validation and testing of internal controls over a sustained period of financial reporting cycles, we are committed to remediating internal controls deficiencies as they are identified and committed to the continuous improvement of our overall controls environment.

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Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, and the information described above in this Item 4, our chief executive officer and chief financial officer concluded that, as of ~~March 31,~~June 30, 2021, our disclosure controls and procedures were~~not~~ effective at the reasonable assurance ~~level due to the material weakness~~level.

~~described above.~~

However, after giving full consideration to the material weakness referenced above, and the additional analyses and other procedures that we performed to ensure that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with U.S. GAAP, our management has concluded that our condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

Other than described above in this Item 4, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended ~~March 31,~~June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, including the matter described under Item 1A., Risk Factors in this Quarterly Report,individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, in addition to the risk factor included below, see the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" of our Amended Annual Report on Form 10-K/A, which risk factor section is incorporated herein by reference.

Litigation in which we are or may become involved may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. In May 2021, a class action complaint was filed against us in the Eastern District of New York captioned Lavin v. Virgin Galactic Holdings, Inc., Case No. 1:21-cv-03070, alleging, among other things, that we made false and misleading statements regarding the accounting treatment of warrants to purchase shares of our common stock, which resulted in the restatement of our financial statements as of and for the years ended December 31, 2020 and 2019. This matter or other such matters may be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices, even if we believe the claims asserted against us are without merit. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following documents are filed as part of this report:

(1) Exhibits. The following exhibits are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
2.1(1)
Agreement and Plan of Merger, dated July 9, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc. and Virgin Galactic Holdings, LLC
8-K/A 001-38202 2.1 07/11/2019
2.1(a)(1)
Amendment No. 1 to Agreement and Plan of Merger, dated October 2, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc., Virgin Galactic Holdings, LLC and Vieco USA, Inc.
S-4 333-233098 2.1(a) 10/03/2019
3.1
Certificate of Incorporation of the Registrant
8-K 001-38202 3.1 10/29/2019
3.2
By-Laws of the Registrant
8-K 001-38202 3.2 10/29/2019
4.1
Specimen Common Stock Certificate of the Registrant
8-K 001-38202 4.2 10/29/2019
10.1
Amended Non-Employee Director Compensation Program
10-K 001-38202 10.3 03/01/2021

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Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
10.2
Amended No. 2 Non-Employee Director Compensation Program
*
10.3
Employment Agreement, dated February 22, 2021, by and among the Registrant, Virgin Galactic, LLC and Doug Ahrens
10-K 001-38202 10.11 03/01/2021
10.4
Form of Director Restricted Stock Unit Award (Annual Award)
*
10.5
Letter Agreement to Amend Facilities Lease, dated December 21, 2018, by and between Virgin Galactic, LLC and New Mexico Spaceport Authority.
*
31.1
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
31.2
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
101.SCH Inline XBRL Taxonomy Extension Schema Document *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/Furnished Herewith

2.1(1)

Agreement and Plan of Merger, dated July 9, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc. and Virgin Galactic Holdings, LLC

8-K/A

001-38202

2.1

07/11/2019

2.1(a)(1)

Amendment No. 1 to Agreement and Plan of Merger, dated October 2, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc., Virgin Galactic Holdings, LLC and Vieco USA, Inc.

S-4

333-233098

2.1(a)

10/03/2019

3.1

Certificate of Incorporation of the Registrant

8-K

001-38202

3.1

10/29/2019

3.2

By-Laws of the Registrant

8-K

001-38202

3.2

10/29/2019

4.1

Specimen Common Stock Certificate of the Registrant

8-K

001-38202

4.2

10/29/2019

10.1

Amended No. 2 Non-Employee Director Compensation Program

10-Q

001-38202

10.2

05/10/2021

10.2

Form of Director Restricted Stock Unit Award (Annual Award)

10-Q

001-38202

10.4

05/10/2021

10.3

Letter Agreement to Amend Facilities Lease, dated December 21, 2018, by and between Virgin Galactic, LLC and New Mexico Spaceport Authority.

10-Q

001-38202

10.5

05/10/2021

31.1

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

Table of Contents

** Furnished herewith.

(1) Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Virgin Galactic Holdings, Inc.

Date: ~~May 11,~~August 5, 2021		/s/ Michael Colglazier
	Name:	Michael Colglazier
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: ~~May 11,~~August 5, 2021		/s/ Douglas Ahrens
	Name:	Douglas Ahrens
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

3841


			Member's Equity			Preferred Stock			Common Stock
	Net Parent Investment		Units	Member's Capital		# of Shares	Par Value		# of Shares	Par Value		Additional paid-in capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balance as of December 31, 2019	$	0	0	$	0	0	$	0	196,001,038	$	20	$	469,008	$	(125,857)	$	59	$	343,230
Net loss	—		—	—		—	—		—	—		—		(376,826)		—		(376,826)
Other comprehensive income (loss)	—		—	—		—	—		—	—		—		—		(54)		(54)
Common stock issued related to warrants exercised	—		—	—		—	—		13,239,934	1		341,000		—		—		341,001
Stock-based compensation	—		—	—		—	—		—	—		4,425		—		—		4,425
Balance as of March 31, 2020	0		0	0		0	0		209,240,972	21		814,433		(502,683)		5		311,776