Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 22, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38202 | ||
Entity Registrant Name | Virgin Galactic Holdings, Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3608069 | ||
Entity Address, Address Line One | 166 North Roadrunner Parkway, Suite 1C | ||
Entity Address, City or Town | Las Cruces | ||
Entity Address, State or Province | NM | ||
Entity Address, Postal Zip Code | 88011 | ||
City Area Code | 575 | ||
Local Phone Number | 424-2100 | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | SPCE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.5 | ||
Entity Common Stock, Shares Outstanding | 236,944,263 | ||
Documents Incorporated by Reference | None. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001706946 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 665,924 | $ 480,443 |
Restricted cash | 13,031 | 12,278 |
Accounts receivable | 470 | 461 |
Inventories | 30,483 | 31,855 |
Prepayments and other current assets | 17,949 | 16,672 |
Due from related party, net | 70 | 0 |
Total current assets | 727,927 | 541,709 |
Property, plant, and equipment, net | 53,148 | 44,295 |
Right-of-use asset | 19,914 | 16,927 |
Other noncurrent assets | 3,001 | 2,615 |
Total assets | 803,990 | 605,546 |
Current liabilities | ||
Accounts payable | 5,998 | 7,038 |
Current portion of operating lease obligation | 2,384 | 2,354 |
Current portion of finance lease obligation | 136 | 47 |
Current portion of note payable | 310 | 0 |
Accrued liabilities | 22,982 | 22,277 |
Customer deposits | 83,211 | 83,362 |
Due to related parties, net | 0 | 767 |
Total current liabilities | 115,021 | 115,845 |
Note payable, net of current portion | 310 | 0 |
Operating lease obligation, net of current portion | 24,148 | 21,867 |
Financing lease obligation, net of current portion | 236 | 274 |
Other long-term liabilities | 1,757 | 0 |
Total liabilities | 141,472 | 137,986 |
Commitments and contingencies (Note 14) | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 700,000,000 shares authorized; 236,123,659 and 196,001,038 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 23 | 20 |
Additional paid-in capital | 1,057,202 | 589,158 |
Accumulated deficit | (394,712) | (121,677) |
Accumulated other comprehensive income | 5 | 59 |
Total stockholders' equity | 662,518 | 467,560 |
Total liabilities and stockholders' equity | $ 803,990 | $ 605,546 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 236,123,659 | 196,001,038 |
Common stock, shares outstanding (in shares) | 236,123,659 | 196,001,038 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 238 | $ 3,781 | $ 2,849 |
Cost of revenue | 173 | 2,004 | 1,201 |
Gross profit | 65 | 1,777 | 1,648 |
Selling, general, and administrative expenses | 116,592 | 82,166 | 50,902 |
Research and development expenses | 158,757 | 132,873 | 117,932 |
Operating loss | (275,284) | (213,262) | (167,186) |
Interest income | 2,277 | 2,297 | 633 |
Interest expense | (36) | (36) | (10) |
Other income | 14 | 128 | 28,571 |
Loss before income taxes | (273,029) | (210,873) | (137,992) |
Income tax expense | 6 | 62 | 147 |
Net loss | (273,035) | (210,935) | (138,139) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (54) | (23) | (52) |
Total comprehensive loss for the year | $ (273,089) | $ (210,958) | $ (138,191) |
Net loss per share: | |||
Basic and diluted (in dollars per share) | $ (1.25) | $ (1.09) | $ (0.71) |
Weighted-average shares outstanding | |||
Basic and diluted (in shares) | 219,107,905 | 194,378,154 | 193,663,150 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Net Parent Investment | Member's Equity | Preferred Stock | Common Stock | Additional paid-in capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2017 | $ 23,067 | $ 22,933 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 134 |
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (138,139) | (138,139) | ||||||
Other comprehensive income (loss) | (52) | (52) | ||||||
Net transfer from Parent Company | 156,683 | 156,683 | ||||||
Ending balance at Dec. 31, 2018 | 41,559 | 41,477 | $ 0 | $ 0 | $ 0 | 0 | 0 | 82 |
Ending balance (in shares) at Dec. 31, 2018 | 0 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (210,935) | (89,258) | (121,677) | |||||
Other comprehensive income (loss) | (23) | (23) | ||||||
Net transfer from Parent Company | 106,119 | 106,119 | ||||||
Contributions from Parent Company | 56,310 | $ 56,310 | ||||||
Conversion from net parent investment into members' equity | 0 | (58,338) | $ 58,338 | |||||
Conversion from net parent investment into members' equity (in shares) | 100 | |||||||
Conversion of member's equity into common stock (in shares) | (100) | 114,790,438 | ||||||
Conversion of members' equity into common stock | 0 | $ (114,648) | $ 12 | 114,636 | ||||
Stock-based compensation | 2,535 | 2,535 | ||||||
Issuance of common stock, net of costs (in shares) | 1,924,402 | |||||||
Issuance of common stock, net of costs | 20,000 | 20,000 | ||||||
Effect of reverse acquisition, net of costs (in shares) | 79,286,198 | |||||||
Effect of reverse recapitalization, net of costs | 451,995 | $ 8 | 451,987 | |||||
Ending balance at Dec. 31, 2019 | 467,560 | 0 | $ 0 | $ 0 | $ 20 | 589,158 | (121,677) | 59 |
Ending balance (in shares) at Dec. 31, 2019 | 0 | 0 | 196,001,038 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (273,035) | (273,035) | ||||||
Other comprehensive income (loss) | (54) | (54) | ||||||
Stock-based compensation | 30,324 | 30,324 | ||||||
Issuance of common stock, net of costs (in shares) | 23,600,000 | |||||||
Issuance of common stock, net of costs | 460,200 | $ 2 | 460,198 | |||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 2,119,803 | |||||||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes | (2,188) | (2,188) | ||||||
Common stock issued related to warrants exercised (in shares) | 14,402,818 | |||||||
Common stock issued related to warrants exercised | 0 | $ 1 | (1) | |||||
Transaction costs | (20,289) | (20,289) | ||||||
Ending balance at Dec. 31, 2020 | $ 662,518 | $ 0 | $ 0 | $ 0 | $ 23 | $ 1,057,202 | $ (394,712) | $ 5 |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 0 | 236,123,659 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (273,035) | $ (210,935) | $ (138,139) |
Stock-based compensation | 30,324 | 2,535 | 0 |
Depreciation and amortization | 9,781 | 6,999 | 5,807 |
Deferred rent | (547) | ||
(Gain) loss on disposal of property, plant and equipment | 96 | (555) | 25 |
Change in assets and liabilities | |||
Accounts receivable | (106) | 819 | (416) |
Inventories | 1,371 | (8,566) | (13,122) |
Prepayments and other current assets | (342) | (12,476) | (76) |
Other noncurrent assets | (1,131) | 1,178 | 101 |
Due (to) from related party, net | (838) | 9,734 | (1,786) |
Accounts payable and accrued liabilities | (1,010) | (323) | 3,690 |
Customer deposits | (151) | 2,479 | (1,240) |
Other long-term liabilities | 1,882 | 0 | 0 |
Net cash used in operating activities | (233,159) | (209,111) | (145,703) |
Cash flows from investing activity | |||
Capital expenditures | (17,201) | (13,856) | (10,590) |
Cash used in investing activity | (17,201) | (13,856) | (10,590) |
Cash flows from financing activities | |||
Payments of finance lease obligations | (123) | (104) | |
Payments of finance lease obligations | (88) | ||
Repayment of note payable | (310) | 0 | 0 |
Net transfer from Parent Company | 0 | 106,119 | 156,683 |
Proceeds from Parent Company | 0 | 56,310 | 0 |
Proceeds from issuance of common stock pursuant to stock options exercised | 2,582 | 0 | 0 |
Proceeds from issuance of common stock | 460,200 | 20,000 | 0 |
Proceeds from reverse recapitalization | 0 | 500,000 | 0 |
Payments for reverse recapitalization and common stock issuance costs | (20,988) | (48,005) | 0 |
Withheld taxes paid on behalf of employees on net settled stock-based awards | (4,767) | 0 | 0 |
Net cash provided by financing activities | 436,594 | 634,320 | 156,595 |
Net increase in cash and cash equivalents | 186,234 | 411,353 | 302 |
Cash, cash equivalents and restricted cash at beginning of year | 492,721 | 81,368 | 81,066 |
Cash, cash equivalents and restricted cash at end of year | 678,955 | 492,721 | 81,368 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash, cash equivalents and restricted cash | $ 492,721 | $ 81,368 | $ 81,368 |
Organization and its wholly own
Organization and its wholly owned subsidiaries ("VGH, Inc.") | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and its wholly owned subsidiaries ("VGH, Inc.") | Organization and its wholly owned subsidiaries ("VGH, Inc.") Virgin Galactic Holdings, Inc. and its wholly owned subsidiaries ("VGH, Inc.") 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 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 V10 reorganizational steps, Galactic Ventures, LLC ("GV"), a wholly-owned subsidiary of V10, 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 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 to the latest COVID-19 health precautions. This includes universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular and thorough disinfecting of surfaces and tools. We are also testing employees and contractors for COVID-19 on a regular basis. However, the COVID-19 pandemic and the continued precautionary actions taken related to COVID-19 have adversely impacted, and are expected to continue to adversely impact, our operations, including the completion of the development of our spaceflight systems and our scheduled spaceflight test programs. As of the date of this Annual Report on Form 10-K, 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting PoliciesVirgin Galactic Business Combination and Basis of Presentation The Virgin Galactic Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, SCH has been treated as the acquired company for financial reporting purposes. This determination was primarily based on current shareholders of the VG Companies having a relative majority of the voting power of the combined entity, the operations of the VG Companies prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of the VG Companies comprising the majority of the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of the VG Companies with the acquisition being treated as the equivalent of the VG Companies issuing stock for the net assets of SCH, accompanied by a recapitalization. The net assets of SCH were recognized as of the date of the Virgin Galactic Business Combination at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Virgin Galactic Business Combination in these financial statements are those of the VG Companies and the accumulated deficit of VG Companies has been carried forward after the Virgin Galactic Business Combination. Earnings per share calculations for all periods prior to the Virgin Galactic Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Virgin Galactic Business Combination to effect the reverse acquisition. These 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. SEC. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. Prior to the Virgin Galactic Business Combination, these consolidated financial statements have been derived from the historical consolidated financial statements of V10 and include assets, liabilities, revenues and expenses directly attributable to our operations and allocations of corporate expenses from the V10 and GV for providing certain corporate functions, which included, but are not limited to, general corporate expenses related to finance, legal, compliance, facilities, and employee benefits. Following the Virgin Galactic Business Combination, these consolidated financial statements represent the stand-alone activity of the Company. Prior to the Virgin Galactic Business Combination, corporate expenses were allocated to us from Vieco 10 and GV on the basis of direct usage when identifiable or on the basis of headcount. The Company, V10 and GV each consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company. Following the Virgin Galactic Business Combination, the Company expects to incur additional expenses as a stand-alone company. It is not practicable to estimate actual costs that would have been incurred had the Company been a stand-alone company during the periods presented prior to the Virgin Galactic Business Combination. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. The historical consolidated financial statements prior to the Virgin Galactic Business Combination do not reflect any attribution of debt or allocation of interest expense. Following the Virgin Galactic Business Combination, we perform these corporate functions using our own resources or purchased services. We have entered into a transition service agreement with V10 in connection with the separation, many of which are expected to have terms longer than one year. Prior to the Virgin Galactic Business Combination, the Company was historically funded as part of our V10 and GV’s treasury program. Cash and cash equivalents were managed through bank accounts legally owned by us, V10 and GV. Accordingly, cash and cash equivalents held by our V10 and GV at the corporate level were not attributable to us for any of the periods presented. Only cash amounts legally owned by entities dedicated to the Company are reflected in the condensed consolidated balance sheets. Transfers of cash, both to and from V10 and GV’s treasury program by us or related parties, are reflected as a component of net parent investment or membership equity in the consolidated balance sheets and as a financing activity on the accompanying consolidated statements of cash flows. Prior to the Virgin Galactic Business Combination, as the various entities that make up the Company were not historically held by a single legal entity prior to the contribution of the VG Companies into VGH, LLC on July 8, 2019, total net parent investment is shown in lieu of equity in the consolidated financial statements as of the applicable historical periods. Balances between us, V10 and GV that were not historically cash settled are included in net parent investment. Net parent investment represents V10’s interest in the recorded assets of us and represents the cumulative investment by V10 in us through July 8, 2019, inclusive of operating results. Prior to the Virgin Galactic Business Combination, certain of our employees historically participated in V10’s stock-based compensation plans in the form of options issued pursuant to V10's plan. The performance conditions set forth in V10 stock-based compensation plans resulted in no stock-based compensation expense recognized during all periods presented prior to consummation of the Virgin Galactic Business Combination. Prior to the Virgin Galactic Business Combination, the operations of the Company were included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by GV, where applicable. Income tax expense and other income tax related information contained in the consolidated financial statements for periods prior to the Virgin Galactic Business Combination are presented on a separate return basis as if the Company had filed its own tax returns. The income taxes of the Company as presented in the consolidated financial statements may not be indicative of the income taxes that the Company will generate in the future. Additionally, certain tax attributes such as net operating losses or credit carryforwards are presented on a separate return basis and have been removed subsequent to the Virgin Galactic Business Combination. In jurisdictions where the Company has been included in the tax returns filed by GV, any income tax receivables resulting from the related income tax provisions have been reflected in the consolidated balance sheets within net parent investment or membership equity, as applicable. Following the Virgin Galactic Business Combination, the Company will file separate standalone tax returns as we effectively became a new and separate tax filer from GV with zero tax attributes and liabilities carrying over. Property, plant, and equipment, net and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation on property, plant, and equipment, net is calculated on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter period of the estimated life or the lease term. The estimated useful lives of property and equipment are principally as follows: Asset Useful Life Buildings 39 years Leasehold Improvements Shorter of the estimated useful life or lease term Aircraft 20 years Machinery & equipment 5 to 7 years IT software and equipment 3 to 5 years • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The carrying amounts included in the 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 Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019 at fair value on a recurring basis: Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 (In thousands) Assets Money Market $ 357,463 $ — $ — Certificate of deposit 93,802 — — Mutual Funds $ 200,364 — — Total assets at fair value $ 651,629 $ — $ — Fair Value of Measurements as of December 31, 2019 Level 1 Level 2 Level 3 (In thousands) Assets Money Market $ 423,149 $ — $ — Certificate of deposit 42,630 — — Total asset at fair value $ 465,779 $ — $ — and recognized revenue related to these spaceflights during the years ended December 31, 2019 and 2018, respectively. In addition, we have a sponsorship arrangement for which revenue is recognized over the sponsorship term. 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. For the years ended December 31, 2020 and 2019 We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Our spaceflight operations and other revenue contracts generally contain only one type of distinct performance obligation, carrying spaceflight payloads with delivery of the associated flight data. Revenue for each spaceflight payload is recognized at a point in time upon delivery of flight data to the customer. Revenue for future contracts for human spaceflights is expected to be recognized at a point in time upon successful completion of a spaceflight. 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. Disaggregation of Revenue Spaceflight operations revenue, engineering services revenue and sponsorship revenue was zero, $0.2 million, and zero for the years ended December 31, 2020. Spaceflight operations revenue, engineering services revenue and sponsorship revenue was $0.8 million, $2.8 million, and $0.2 million for the years ended December 31, 2019. 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. The revenue recognized in the engineering services revenue contract often exceeds the amount billed to the customer. The Company records the portion of the revenue amounts to which the Company is entitled but for which the Company has not yet been paid as an unbilled receivable. Unbilled receivables are included in accounts receivable on the Consolidated Balance Sheets and were $0.2 million as of January 1, 2019. As of December 31, 2020 and 2019, there were no unbilled receivables. As of December 31, 2020, the Company has no other contract assets. Contract liabilities primarily 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 December 31, 2020, the Company has no deferred revenue. Payment terms vary by customer and type of revenue contract. It is generally expected that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists. Remaining Performance Obligations As of December 31, 2020, we have no engineering services revenue contracts with 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. Contract Costs The Company has not incurred any contract costs in obtaining or fulfilling its contracts. All of the Company’s revenues are related to one customer for the year ended December 31, 2020, with a single customer accounting for approximately 100% of accounts receivable as of December 31, 2020. As of October 25, 2019 and December 31, 2018 and for the period from January 1, 2019 through October 25, 2019 and for the year ended December 31, 2018, we adopted the separate return approach for the purpose of presenting the combined financial statements, including the income tax provisions and the related deferred tax assets and liabilities. The historic operations of the Company reflect a separate return approach for each jurisdiction in which the Company had a presence and GV has filed tax returns for the year ended December 31, 2018 and for the period from January 1, 2019 through October 25, 2019. Subsequent to the VG Business Combination, a separate stand-alone tax return was filed for the period from October 26, 2019 through December 31, 2019. The Company records income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future taxable income on a jurisdictional basis, the Company considers the effect of its transfer pricing policies on that income. The Company has placed a full valuation allowance against U.S. federal and state deferred tax assets since the recovery of the assets is uncertain. The Company recognizes tax benefits from uncertain tax positions only if it believes 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 the Company expands, it will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. The Company’s policy is to 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 its financial condition and operating results. The income tax expense includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. Long Term Incentive Plan Prior to the consummation of the Virgin Galactic Business Combination, certain members of management participated in V10’s Long Term Incentive Plan (the “LTIP Plan”). The LTIP Plan’s purpose was to enhance the ability for us to attract, motivate, and retain certain of our key executives and to strengthen their commitment to us by providing additional compensation in the form of one or more bonus pools payable under the LTIP Plan in the case of a trigger event. Upon any trigger event (generally a stock sale, asset sale, public offering, or full return of capital at V10), a bonus pool was to be created where the realization value for such trigger event is greater than the base value, as defined by the LTIP Plan. The participants would then be entitled to receive their allocation of the bonus pool in cash within 60 days of the trigger event’s occurrence. In 2018, the LTIP Plan was cancelled and replaced with a multiyear cash incentive plan (the “Cash Incentive Plan”), described below. Cash Incentive Plan On June 19, 2017, the Company adopted the Cash Incentive Plan to provide cash bonuses to employees 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, and approved awards have been allocated equally to each milestone. Compensation cost is recognized when it is probable that a milestone will be achieved. Upon achieving each milestone by the defined target date, 50% of the cash award for that milestone will be vested and the remaining 50% will be vested upon the one year anniversary of the target date if the employee maintained employment in good standing. In the event the milestone is not achieved by the defined target date, but no later than six months after the defined target date, the milestone award would be reduced by half, of which 50% will be vested upon achieving the delayed target date and the remaining 50% will be vested upon the one year anniversary of the delayed target date if the employee maintained employment in good standing. If the milestone is not achieved by six months after the defined target date, the award attributed to that milestone would expire and the associated cash award value would be reserved for future grants under the Cash Incentive Plan. The first qualifying milestone was not achieved under the Cash Incentive Plan. The second qualifying milestone under the Company’s multiyear cash incentive plan was amended upon the closing of the Virgin Galactic Business Combination such that the participants who remained continuously employed through the closing of the Virgin Galactic Business Combination were entitled to receive 100% of the bonus that such participant would have otherwise received upon the achievement of the original second qualifying milestone, as amended. The Company recognized and settled the $9.9 million in compensation costs owed to participants for the second qualifying milestone upon the closing of the Transaction. The remaining third milestone is deemed not probable of being achieved. As such, no accrual has been recorded related to this plan as of We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. We estimate the fair value of stock-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We recognize the stock-based compensation expense over the requisite service period using the straight-line method for service condition only awards, which is generally a vesting term of four years. Stock options typically have a contractual term of 10 years. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for RSUs are based on the market price of the shares underlying the awards on the grant date. Compensation expense for performance-based awards reflects the estimated probability that the performance condition will be met. Compensation expense for awards with total stockholder return performance metrics reflects the fair value calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. 12/31/2019 Reclassification 12/31/2019 (In thousands) Balance Sheet Inventories 26,817 5,038 31,855 Total Current assets $ 536,671 $ 5,038 $ 541,709 Property, plant and equipment, net 49,333 (5,038) 44,295 Total assets $ 605,546 $ — $ 605,546 Statement of Cash Flows (Gain) loss on disposal of property, plant and equipment $ (38) $ (517) $ (555) Inventories $ (3,528) $ (5,038) $ (8,566) Net cash used in operating activities $ (203,556) $ (5,555) $ (209,111) Capital expenditures $ (19,411) $ 5,555 $ (13,856) Cash (used in) provided by investing activity $ (19,411) $ 5,555 $ (13,856) Net increase in cash and cash equivalents $ 411,353 $ — $ 411,353 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 consolidated balance sheets and consolidated statements of cash flows. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations. (a) Issued Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. 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 changes are effective for annual periods beginning after December 15, 2020. The Company does not believe the impact of ASU 2019-12 to be material to its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which removes references to various FASB Concepts Statements, situates all disclosure guidance in the appropriate disclosure section of the Codification, and makes other improvements and technical corrections to the Codification that are not expected to have a significant effect on current accounting practice. The changes are effective for annual periods beginning after December 15, 2020. The Company is currently assessing the impact of ASU 2020-10 in its consolidated financial statements. (b) Adopted Accounting Standard Updates Fair value measurement Effective January 1, 2020, we adopted ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) , which modified the disclosure requirements on fair value measurements. The adoption of ASU 2018-03 did not have a material impact on the Company’s consolidated financial statements. Measurement of Credit Losses on Financial Instruments Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 per quarter, prior to the commercial launch date. Sponsorship royalties payable are 25% of sponsorship revenue. We paid license and royalty fees of $0.2 million, $0.1 million and $0.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. As a result of the Virgin Galactic Business Combination, the Company entered into a transition services agreement ("TSA") with Virgin Orbit, LLC ("VO") and GV on October 25, 2019. Prior to the Virgin Galactic Business Combination, the VG Companies historically performed certain services for VO, Vieco 10 and GV and were allocated corporate expenses from Vieco 10 and GV for corporate-related functions based on an allocation methodology that considered our headcount, unless directly attributable to the business. General corporate overhead expense allocations included tax, accounting and auditing professional fees, and certain employee benefits. From the effective date to the period ended December 31, 2020, the Company billed VO, Vieco 10 and GV for services provided under the TSA. We were allocated zero, $1.2 million and $0.1 million corporate expenses, net, from V10 and GV for the years ended December 31, 2020, 2019 and 2018, respectively. Corporate expense are included within selling, general and administrative expenses in the accompanying consolidated statements of operations. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of December 31, 2020 and 2019, inventory is comprised of the following: As of December 31, 2020 2019 (In thousands) Raw Materials $ 22,963 $ 25,326 Spare parts 1 7,520 6,529 $ 30,483 $ 31,855 ________________________________ 1 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. This reclassification impacted prior reported balances. Please refer to footnote 2(y) for disclosure related to this reclassification. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant, and Equipment, net As of December 31, 2020 and 2019, property, plant, and equipment, net consists of the following : As of December 31, 2020 2019 (In thousands) Buildings $ 9,142 $ 9,142 Leasehold improvements 28,744 20,048 Aircraft 195 320 Machinery and equipment 1 34,330 28,319 IT software and equipment 22,042 17,151 Construction in progress 1 1,780 3,408 96,233 $ 78,388 Less accumulated depreciation and amortization (43,085) (34,093) Property, plant, and equipment, net $ 53,148 $ 44,295 ________________________________ 1 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. This reclassification impacted prior reported balances. Please refer to footnote 2(y) for disclosure related to this reclassification. Total depreciation related to property, plant and equipment for the years ended December 31, 2020, 2019 and 2018 was $9.7 million, $6.9 million and $5.8 million, respectively, of which $4.3 million, $3.7 million and $1.2 million was recorded in research and development expense, respectively. Depreciation of assets acquired under finance leases was $0.1 million, $0.1 million and $0.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We lease our offices and other facilities and certain manufacturing and office equipment under long-term, non-cancelable operating and finance leases. Some leases include options to purchase, terminate, or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. We do not recognize ROU assets and lease liabilities for leases with terms at inception of twelve months or less. At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of our arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., services). We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less.. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company utilizes its incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company’s incremental borrowing rate varies between 8.3% to 11.8% depending on the length of the lease. This was determined by a third-party valuation firm based on market yields. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of lease payments resulting from changes in the consumer price index. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our ROU assets and lease payments may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Finance leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term. Amortization expense and interest expense associated with finance leases are included in selling, general, and administrative expense and interest expense, respectively, on the consolidated statements of comprehensive loss. The Company adopted ASC 842 under the simplified transition method. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The components of lease expense related to leases for the period are as follows: Year ended December 31, 2020 Year ended December 31, 2019 (In thousands) (In thousands) Lease Cost: Operating lease expense $ 5,125 $ 4,243 Short-term lease expense 278 219 Finance lease cost: Amortization of right-of-use assets 129 98 Interest on lease liabilities 33 29 Total finance lease cost 162 127 Variable lease cost 2,518 803 Total lease cost $ 8,083 $ 5,392 The components of supplemental cash flow information related to leases for the period are as follows: Year ended December 31, 2020 Year ended December 31, 2019 (In thousands, except term and rate data) Cash flow information: Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31: Operating cash flows from operating leases $ 5,840 $ 4,462 Operating cash flows from finance leases $ 33 $ 29 Financing cash flows from finance leases $ 123 $ 104 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 750 $ 17,658 Finance Leases $ 117 $ 430 Other Information: Weighted average remaining lease term: Operating leases (in years) 12.71 13.36 Finance leases (in years) 2.87 3.96 Weighted average discount rates: Operating leases 11.70 % 11.77 % Finance leases 8.43 % 9.37 % The supplemental balance sheet information related to leases for the period is as follows: As of December 31, 2020 As of December 31, 2019 (In thousands) Operating leases Long-term right-of-use assets $ 19,555 $ 16,632 Short-term operating lease liabilities $ 2,384 $ 2,354 Long-term operating lease liabilities 24,148 21,867 Total operating lease liabilities $ 26,532 $ 24,221 Lease expense for the years ended December 31, 2020, 2019 and 2018 was $8.1 million, $5.3 million and $4.5 million, respectively. |
Leases | Leases We lease our offices and other facilities and certain manufacturing and office equipment under long-term, non-cancelable operating and finance leases. Some leases include options to purchase, terminate, or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. We do not recognize ROU assets and lease liabilities for leases with terms at inception of twelve months or less. At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of our arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., services). We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less.. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company utilizes its incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company’s incremental borrowing rate varies between 8.3% to 11.8% depending on the length of the lease. This was determined by a third-party valuation firm based on market yields. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of lease payments resulting from changes in the consumer price index. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our ROU assets and lease payments may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Finance leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term. Amortization expense and interest expense associated with finance leases are included in selling, general, and administrative expense and interest expense, respectively, on the consolidated statements of comprehensive loss. The Company adopted ASC 842 under the simplified transition method. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The components of lease expense related to leases for the period are as follows: Year ended December 31, 2020 Year ended December 31, 2019 (In thousands) (In thousands) Lease Cost: Operating lease expense $ 5,125 $ 4,243 Short-term lease expense 278 219 Finance lease cost: Amortization of right-of-use assets 129 98 Interest on lease liabilities 33 29 Total finance lease cost 162 127 Variable lease cost 2,518 803 Total lease cost $ 8,083 $ 5,392 The components of supplemental cash flow information related to leases for the period are as follows: Year ended December 31, 2020 Year ended December 31, 2019 (In thousands, except term and rate data) Cash flow information: Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31: Operating cash flows from operating leases $ 5,840 $ 4,462 Operating cash flows from finance leases $ 33 $ 29 Financing cash flows from finance leases $ 123 $ 104 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 750 $ 17,658 Finance Leases $ 117 $ 430 Other Information: Weighted average remaining lease term: Operating leases (in years) 12.71 13.36 Finance leases (in years) 2.87 3.96 Weighted average discount rates: Operating leases 11.70 % 11.77 % Finance leases 8.43 % 9.37 % The supplemental balance sheet information related to leases for the period is as follows: As of December 31, 2020 As of December 31, 2019 (In thousands) Operating leases Long-term right-of-use assets $ 19,555 $ 16,632 Short-term operating lease liabilities $ 2,384 $ 2,354 Long-term operating lease liabilities 24,148 21,867 Total operating lease liabilities $ 26,532 $ 24,221 Lease expense for the years ended December 31, 2020, 2019 and 2018 was $8.1 million, $5.3 million and $4.5 million, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities A summary of the components of accrued liabilities are as follows: As of December 31, 2020 2019 (In thousands) Accrued payroll $ 4,060 $ 2,027 Accrued vacation 4,624 2,797 Accrued bonus 6,892 6,502 Accrued inventory 950 1,460 Other accrued expenses 6,456 9,491 Total accrued liabilities $ 22,982 $ 22,277 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt As of December 31, 2020 2019 (In thousands) Commercial loan $ 620 $ — 620 — Less: Current portion (310) — Non-current portion $ 310 $ — Aggregate maturities of long-term debt as of December 31, 2020 are as follows: (In thousands) 2021 $ 310 2022 310 $ 620 On June 18, 2020, we financed the purchase of software licenses through a loan totaling approximately $0.9 million. The loan amortizes in three equal annual installments of approximately $0.3 million with the final payment due on October 1, 2022 with 0% interest rate. The loan is secured by a standby letter of credit issued from our financial institution and restricted cash has been recorded for the full loan amount borrowed. The imputed interest of this loan was immaterial. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of October 25, 2019 and December 31, 2019 and for the period from January 1, 2019 through October 25, 2019 and for the year ended December 31, 2019, we adopted the separate return approach for the purpose of presenting the combined financial statements, including the income tax provisions and the related deferred tax assets and liabilities. The historic operations of the Company reflect a separate return approach for each jurisdiction in which the Company had a presence and GV filed tax returns for the years ended December 31, 2019 and 2018, respectively. GV filed tax returns for the period from January 1, 2019 through October 25, 2019. VGH, Inc. filed a separate stand-alone tax return for the period ended December 31, 2019. Subsequent to the IPO, a separate stand-alone tax return was filed for the Company. For the years ended December 31, 2020, 2019 and 2018, loss before income taxes are as follows: Years ended December 31, 2020 2019 2018 (In thousands) U.S. operations $ (273,656) $ (211,405) $ (137,952) Foreign operations 627 532 (40) Loss before income taxes $ (273,029) $ (210,873) $ (137,992) Income tax expense attributable to loss from continuing operations consists of: Current Deferred Total (In thousands) Year ended December 31, 2020 U.S. operations $ — $ — $ — State and local — — — Foreign jurisdiction (114) 120 6 $ (114) $ 120 $ 6 Year ended December 31, 2019 U.S. operations $ — $ — $ — State and local 27 — 27 Foreign jurisdiction 50 (15) 35 $ 77 $ (15) $ 62 Year ended December 31, 2018 U.S. operations $ — $ — $ — State and local 2 — 2 Foreign jurisdiction 142 3 145 $ 144 $ 3 $ 147 Prior to the Virgin Galactic Business Combination, the Company's income tax return was included in the consolidated U.S. Federal and state tax returns of GV. The Virgin Galactic Business Combination resulted in a separation from GV whereby the historical tax attributes including research and development tax credits, net operating loss carryforwards, income taxes payable and reserves for uncertain tax positions remain with GV. Immediately following the Virgin Galactic Business Combination, the Company effectively became a new and separate tax filer from GV with zero tax attributes and liabilities carrying over. In accordance with ASC 740-20-45-11, the Virgin Galactic Business Combination is considered a transaction among or with its shareholders requiring the tax effects to be recorded through equity. Were it not for the valuation allowance, the Company would have recorded a tax expense of $130.5 million through equity to account for the change in deferred tax assets and liabilities. Due to the offsetting decrease in the valuation allowance on the Company’s U.S. federal and state net deferred tax assets, there is a corresponding net tax benefit of $(130.5) million resulting in zero total tax effect recorded to equity. Further, as a result of the Virgin Galactic Business Combination, the estimated purchase price consideration (“Purchase Price”) was allocated to the Company’s assets pursuant to Internal Revenue Code §1060 and related Treasury Regulations with the remaining balance of an estimated $230.5 million recorded to tax goodwill in deferred tax assets and liabilities. As of December 31, 2020, the Company adjusted its tax goodwill by $33.8 million. Were it not for the valuation allowance, the adjustment would have been recorded as a tax benefit. Due to the offsetting increase in the valuation allowance, there is a corresponding tax expense of $33.8 million resulting in zero total tax effect recorded to tax expense. Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company records income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future taxable income on a jurisdictional basis, the Company considers the effect of its transfer pricing policies on that income. The Company has placed a full valuation allowance against U.S. federal and state deferred tax assets since the recovery of the assets is uncertain. The tax effects of significant items comprising the Company’s deferred taxes are as follows: 2020 2019 (1) (In thousands) Deferred tax assets: Net operating loss carryforwards $ 86,986 $ 10,981 Research and development 19,385 2,955 Accrued liabilities 3,036 3,402 Lease obligation 5,877 5,589 Deferred revenue 16 8 Plant and equipment, principally due to differences in depreciation and capitalized interest 1,079 1,254 Goodwill 225,196 230,543 Stock-based compensation 3,291 — Other 309 — Total gross deferred tax assets 345,175 254,732 Less valuation allowance (342,426) (250,818) Net deferred tax assets $ 2,749 $ 3,914 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation and capitalized interest $ — $ — Right-of-Use Asset $ (2,701) $ (3,746) Total gross deferred tax liabilities (2,701) (3,746) Net deferred tax assets $ 48 $ 168 (1) Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Included in the income tax footnote is a reclassification to separately report the deferred tax asset and deferred tax liability related to lease obligations and right-of-use assets, respectively. ASC 740 requires that the tax benefit of net operating losses (“NOLs”), temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits from operating loss carryforwards is currently not likely to be realized and, accordingly, has provided a full valuation allowance against its deferred tax assets. During the year ended December 31, 2019, as a result of the Virgin Galactic Business Combination, the Company obtained an increase in the U.S. federal and state tax basis of its assets. This resulted in a significant change to the Company’s deferred tax balances and valuation allowance presented in the required disclosure when comparing December 31, 2019 to December 31, 2018. The changes in valuation allowance related to current year operating activity was an increase in the amount of $91.6 million during the year ended December 31, 2020. NOLs and tax credit gross carryforwards as of December 31, 2020 are as follows: Amount Expiration Years (In thousand) NOLs, Federal $ 398,109 See notes below NOLs, State $ 401,271 See notes below Tax credits, Federal $ 17,086 See notes below Tax credits, State $ 9,045 See notes below The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Years Ended December 31, 2020 2019 2018 (In thousands) Statutory rate $ (57,336) 21.0 % $ (44,401) 21.0 % $ (28,978) 21.0 % State income tax 14,645 (5.4) % (5,867) 2.8 % (9,497) 6.9 % Research & Development (10,785) 4.0 % (8,593) 4.1 % (3,806) 2.8 % Change in valuation allowance 58,685 (21.5) % 64,515 (30.5) % 43,476 (31.5) % Reduction of allocated R&D from GV 0 — % (8,376) 4.0 % 0 — % Stock-based compensation (5,316) 1.9 % 0 — % 0 — % Benefit of foreign rate (13) — % 0 — % 0 — % Other, net 126 — % 2,784 (1.4) % (1,048) 0.8 % Total 6 — % 62 — % 147 — % The total tax provision for the period January 1, 2019 through December 31, 2019 excludes the tax effects of the Virgin Galactic Business Combination which was recorded to equity. Net Operating Losses All tax attributes, including net operating losses (“NOL’s”) generated prior to the Virgin Galactic Business Combination were realized by GV. As of December 31, 2020, the Company has approximately $398.1 million and $401.3 million of federal and state NOLs respectively. Under the Tax Cuts and Jobs Act, all NOLs incurred after December 31, 2018 are carried forward indefinitely for federal tax purposes. California has not conformed to the indefinite carry forward period for NOLs. The NOLs begin expiring in the calendar year 2039 for state purposes. In the ordinary course of its business, the Company incurs costs that, for tax purposes, are determined to be qualified research and development ("R&D") expenditures within the meaning of IRC §41 and are, therefore, eligible for the Increasing Research Activities credit under IRC §41. The R&D tax credit carryforward as of December 31, 2020 is $17.1 million and $9.0 million for Federal and State, respectively. The R&D tax credit carryforwards begin expiring in the calendar year 2039 for federal purposes. R&D credits generated for California purposes carry forward indefinitely. Under Section 382 of the Internal Revenue Code of 1986, the Company’s ability to utilize net operating loss carryforwards or other tax attributes such as research tax credits, in any taxable year, may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 “ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company may have or may in the future, experience one or more Section 382 “ownership changes.” If so, the Company may not be able to utilize a material portion of its net operating loss carryforwards and tax credits, even if the Company achieves profitability. Uncertain Tax Positions The Company recognizes tax benefits from uncertain tax positions only if it believes 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 the Company expands, it will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. The Company’s policy is to 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 its financial condition and operating results. The income tax expense includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. As of December 31, 2020, the Company has total uncertain tax positions of $4.8 million, which is net of tax. The balance is related to the R&D tax credit, which is recorded as a reduction of the deferred tax asset related credit carry-forwards. No interest or penalties have been recorded related to the uncertain tax positions. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows: Years ending December 31, 2020 2019 (In thousands) Balance at the beginning of the year $ 905 $ 18,040 Additions based on tax positions related to current year 4,108 3,324 Additions based on tax positions related to prior years — — Deductions based on tax positions related to prior years — (9) Reductions of allocated tax attributes from GV (166) (20,450) Balance at the end of year $ 4,847 $ 905 The U.S. federal and state unrecognized tax benefits through October 25, 2019 were calculated under the separate return method and relieved as a result of the Virgin Galactic Business Combination. Accordingly, the tabular rollforward reflects other reductions for the unrecognized tax benefits accrued up to the date of the Virgin Galactic Business Combination. The ending unrecognized tax benefits at December 31, 2019 are for the expected tax positions taken during the period from October 26, 2019 through December 31, 2019. It is not expected that there will be a significant change in uncertain tax position in the next 12 months. The Company is subject to U.S. federal and state income tax as well as to income tax in multiple state jurisdictions, and one foreign jurisdiction. In the normal course of business, the Company is subject to examination by tax authorities. There are no tax examinations in progress as of December 31, 2020. The U.S. federal and state income tax returns for the period from October 26, 2019 through December 31, 2019 remain subject to examination. The statute of limitations for our foreign tax jurisdiction is open for tax years after December 31, 2018. On March 27, 2020, former President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES) Act (H.R. 748) which includes a number of provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the effects of the CARES Act have been incorporated into the income tax provision computation for the year ended December 31, 2020. These provisions did not have a material impact on the income tax provision. On December 27, 2020, former President Trump signed into law the Consolidated Appropriations Act, 2021 (CAA 2021) which included a number of provisions including, but not limited to the extension of numerous employment tax credits and enhanced business meals deductions. Accordingly, the effects of the CCA have been incorporated into the income tax provision computation for the year ended December 31, 2020. These provisions did not have a material impact on the income tax provision. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Preferred and Common Stock The total number of shares of all classes of capital stock which we have authority to issue is 710,000,000 of which 700,000,000 are common stock, par value $0.0001 per share, and 10,000,000 are preferred stock par value $0.0001 per share. The designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect to each of our class of capital stock are as follows: (a) Preferred Stock - Subject to the stockholders’ agreement entered in connection with the Virgin Galactic Business Combination, the Company's Board of Directors (the "Board") is expressly granted authority to issue shares of the preferred stock, in one or more series, and to fix for each such series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights and such qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issue of such series all to the fullest extent now or hereafter permitted by Delaware Law. (b) Common Stock - Each holder of common stock is entitled to one vote for each share of common stock held by such holder. The holders of common stock are entitled to the payment of dividends when and as declared by the Board in accordance with applicable law and to receive other distributions from the Company. Any dividends declared by the Board to the holders of the then outstanding shares of common stock will be paid to the holders thereof pro rata in accordance with the number of shares of common stock held by each such holder as of the record date of such dividend. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s stockholders will be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of common stock held by each such holder. The foregoing rights of the holders of the common stock are subject to and qualified by the rights of, the holders of the preferred stock of any series as may be designated by the Board upon any issuance of the preferred stock of any series. 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. Warrants and Warrant Redemption In SCH's initial public offering, each unit sold at a price of $10.00 per unit consisted of one Class A ordinary share and one-third of one warrant (each whole warrant, a “SCH Public Warrant”). In connection with the Virgin Galactic Business Combination, upon Domestication, each then issued and outstanding redeemable SCH Public Warrant (including SCH Public Warrants that were part of SCH's outstanding units at the time of the Virgin Galactic Business Combination) converted automatically into a redeemable warrant (the "VGH, Inc. Public Warrants). Each VGH, Inc. Public Warrant entitled the holder to purchase one ordinary share of VGH, Inc. common stock at a price of $11.50 per share and were exercisable as of December 31, 2019. Unless earlier redeemed, the VGH, Inc. Public Warrants would expire five years from the completion of the Virgin Galactic Business Combination. The Company was entitled to redeem the outstanding VGH, Inc. Public Warrants at a price of $0.01 per VGH, Inc. Public Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company's common stock was at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption was given. If the Company redeemed the VGH, Inc. Public Warrants as described above, it would have the option to require all holders that wish to exercise their VGH, Inc. Public Warrants to do so on a “cashless basis.” As of December 31, 2019, there were 22,999,977 VGH, Inc. Public Warrants outstanding that had initially been issued as part of the Company's initial public offering in 2017, which included warrants that were part of the Company’s then-outstanding units. As of December 31, 2019, there were also 8,000,000 warrants outstanding that were issued in a private placement simultaneously with the Company’s initial public offering (the “private placement warrants”). 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. As of December 31, 2020, there were no VGH, Inc. Public Warrants outstanding. The private placement warrants were not subject to the redemption and remain outstanding as of December 31, 2020. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table presents net loss per share and related information: Years Ended December 31, 2020 2019 2018 (in thousands, except for per share data) Basic and diluted: Net loss $ (273,035) $ (210,935) $ (138,139) Weighted average common shares outstanding 219,107,905 194,378,154 193,663,150 Basic and diluted net loss per share $ (1.25) $ (1.09) $ (0.71) Earnings per share calculations for all periods prior to the Virgin Galactic Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Virgin Galactic Business Combination to effect the reverse recapitalization, less issuance of 1,924,402 shares to Boeing, the issuance of 413,486 shares to settle transaction costs and the common stock equivalent of the vested 1,500,000 RSUs granted to certain directors in connection to the Virgin Galactic Business Combination. Subsequent to the Virgin Galactic Business Combination, earnings per share is calculated based on the weighted average number of common stock then outstanding. Basic and dilutive net loss per share is computed by dividing the net loss for the period by the weighted average number of common stock outstanding during the period. As of December 31, 2020, 2019 and 2018, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 8,000,000, 30,999,977 and 30,999,977, respectively, shares and the dilutive effect of outstanding stock options and unvested RSUs, as described in Note 13, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2014 Stock Plan Prior to the Virgin Galactic Business Combination, the Company maintained a stock-based compensation plan (the "2014 Plan") at the V10 level. The 2014 Stock Plan provided for grants of nonqualified stock options for employees. The exercise price was determined based on invested capital at the time of the grant, and escalates by an 8% hurdle rate on an annual basis. The exercisability of these options was based on time and performance vesting conditions. Performance vesting was defined as change in control, defined as greater than 50% at V10 or an initial public offering at the V10, provided such change in control or initial public offering at V10, occurred on or before the seventh anniversary of the applicable grant date. In the event that the performance vesting condition were satisfied prior to the full satisfaction of the time vesting condition, the option would have continued to vest and become exercisable in accordance with the vesting schedule unless the compensation committee approved to fully vest these options. On October 25, 2019, the 2014 Stock Plan was canceled and was replaced with the 2019 Incentive Award Plan (the "2019 Plan"). As the performance conditions set forth in the 2014 Plan were not probable of being met, no stock-based compensation expense was recognized for the period from January 1, 2019 through October 25, 2019 or the year December 31, 2018. No options were exercisable for the period from January 1, 2019 through October 25, 2019 or the year ended December 31, 2018. Options outstanding Shares Number of Weighted- Weighted- Balances as of December 31, 2017 1,608,660 1,007,525 $ 7.69 4.50 Authorized — — Granted (1,000) 1,000 9.44 Forfeited 134,125 (134,125) 7.72 Balances as of December 31, 2018 1,741,785 874,400 $ 7.70 3.53 Authorized — — Granted — — $ — Forfeited 154,775 (154,775) $ 7.68 Cancelled (1,896,560) (719,625) $ 7.70 Balances as of October 25, 2019 — — $ — 0 2019 Stock Incentive Plan The Board and stockholders of the Company adopted the 2019 Plan in connection with the Virgin Galactic Business Combination. Pursuant to the 2019 Plan, up to 21,208,755 shares of common stock have been reserved for issuance, upon exercise of awards made to employees, directors and other service providers. The Company made a grant of stock options to certain employees in connection with the consummation of the Virgin Galactic Business Combination. Twenty five percent of such stock options cliff vest at the grant date 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. The following table sets forth the summary of options activity under the Plans (dollars in thousands except per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (1) Options outstanding at December 31, 2018 — $ — 0 — Granted 6,212,609 $ 11.58 Exercised — $ — Forfeited options (90,565) $ 11.79 Options outstanding at December 31, 2019 6,122,044 $ 11.58 9.8 — Granted 1,919,640 $ 19.86 Exercised (218,955) $ 11.79 Forfeited options (1,026,684) $ 13.70 Options outstanding at December 31, 2020 6,796,045 $ 13.59 8.6 $ 68,888 Options exercisable at December 31, 2020 1,585,095 $ 12.36 7.9 $ 18,024 (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. Restricted Stock Units For the year ended December 31, 2020, we granted 5,752,331 RSUs to employees. 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. Stock-based compensation expense for the RSUs is recognized on a straight-line basis using the Monte Carlo valuation method for the RSUs granted to employees. Award Modification On March 10, 2020, we modified the RSU grants made in connection with the closing of the Virgin Galactic Business Combination by removing one of the vesting criteria requiring our share price value to be greater than $10 per share at the time RSUs vest. No other terms of the awards were modified. Stock-based compensation expense related to the modification was calculated by taking the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award. Given the RSUs were unvested at the time of modification, the incremental stock-based compensation expense will prospectively be expensed over the remaining vesting period. Total incremental stock-based compensation expense recorded as a result of the modification was $4.5 million for the year ended December 31, 2020. RSU activity during the year ended December 31, 2020 was as follows: Shares Weighted Average Fair Value Outstanding at January 1, 2019 — $ — Granted 1,795,209 7.11 Vested — — Forfeited (27,495) 7.11 Outstanding at December 31, 2019 1,767,714 $ 7.11 Granted 5,752,331 $ 19.42 Vested (2,130,763) $ 20.53 Forfeited (628,498) $ 14.71 Outstanding at December 31, 2020 4,760,784 $ 19.63 Fair value of our RSUs is based on our closing stock price on the date of grant. The weighted average grant date fair value of RSUs that were granted during the year ended December 31, 2020 was $111.7 million. The weighted average grant date fair value RSUs granted during the year ended December 31, 2020 was $19.42. Stock options and RSUs expenses included in selling, general and administrative and research and development expense in the consolidated statements of operations and comprehensive loss , is as follows: Year ended December 31, 2020 2019 (in thousands) Stock option expense Selling, General & Administrative $ 9,677 $ 1,197 Research & Development 3,834 739 Total stock option expense 13,511 1,936 RSU expense Selling, General & Administrative 11,595 394 Research & Development 5,218 205 Total RSU expense 16,813 599 Total stock-based compensation expense $ 30,324 $ 2,535 At December 31, 2020, the unrecognized stock-based compensation related to these options was $46.6 million and is expected to be recognized over a weighted-average period of 3.1 years. At December 31, 2020, the unrecognized stock-based compensation related to RSUs was $103.4 million and is expected to be recognized over a weighted-average period of 3.5 years. At December 31, 2019, the unrecognized stock-based compensation related to these options was $44.8 million and was expected to be recognized over a weighted-average period of 3.8 years. At December 31, 2019, the unrecognized stock-based compensation related to RSUs was $12.0 million and was expected to be recognized over a weighted-average period of 3.8 years. Stock-Based Compensation We use the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, risk-free interest rate and expected dividends. We estimated expected volatility based on historical data of the price of our common stock over the expected term of the options. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on guidelines provided in U.S. SEC Staff Accounting Bulletin No. 110 and represents the average of the vesting tranches and contractual terms. The risk-free rate assumed in valuing the options is based on the U.S. Treasury rate in effect at the time of grant for the expected term of the option. We do not anticipate paying any cash dividends in the foreseeable future and, therefore, used an expected dividend yield of zero in the option pricing model. Stock-based compensation awards are amortized on a straight-line basis over a four-year period. We made an accounting policy election to account for forfeitures in the period they occur. The weighted average assumptions used to value the option grants are as follows: 2020 2019 Expected life (in years) 6.0 6.0 Volatility 75.2 % 75.0 % Risk free interest rate 1.4 % 1.7 % Dividend yield — % — % The weighted average fair value per option at the grant date for options issued during the year ended December 31, 2020 and 2019 was $8.88 and $7.63, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Leases and Notes Payable The Company has certain noncancelable 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. On June 18, 2020, we financed the purchase of software licenses through a loan totaling $0.9 million. The loan amortizes in three equal annual installments of $0.3 million with the final payment due on October 1, 2022 with 0% interest rate. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year), future minimum finance lease payments and repayments of notes payable as of December 31, 2020 are as follows: Operating Leases Finance Note payable (In thousands) Year ending December 31: 2021 $ 5,318 $ 160 $ 310 2022 4,053 130 310 2023 3,840 100 — 2024 3,833 27 — 2025 3,833 — — Thereafter 30,830 — — Total payments $ 51,707 $ 417 $ 620 Less: Imputed interest/present value discount (25,175) $ (45) $ — Present value of liabilities $ 26,532 $ 372 $ 620 (b) 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 December 31, 2020, would not be material to the Company’s financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability or financial impact to the Company from legal proceedings, lawsuits and other claims could differ materially from those projected. In September 2018, a former contractor employed through a third party staffing agency, alleged on behalf of himself and other aggrieved employees that the Company and the staffing agency, purportedly violated California state wage and hour laws. In March 2020, the Company agreed to settle this matter for $1.9 million. For the year ended December 31, 2020, the Company recorded an additional legal settlement expense of $0.2 million that was recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the Company has an outstanding $1.9 million payable pending final court motions that has been delayed due to COVID-19. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has defined contribution plans, under which the Company pays fixed contributions into a separate entity, and additional contributions to the plans are based upon a percentage of the employees’ elected contributions. The Company will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized within selling, general, and administrative expenses and research and development in the consolidated statements of operations and comprehensive loss, as incurred. Defined contributions were $4.7 million, $4.1 million and $3.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Years ended December 31, 2020 2019 2018 (In thousands) Supplemental disclosure Cash payments for: Income tax paid $ 102 $ 226 $ 176 $ 102 $ 226 $ 176 Schedule for noncash operating activities ASC 842 leases - Operating leases $ 750 $ 17,658 $ — $ 750 $ 17,658 $ — Schedule for noncash investing activities Unpaid property, plant, and equipment received $ 1,399 $ 2,571 $ 1,288 $ 1,399 $ 2,571 $ 1,288 Schedule for noncash financing activities Conversion of VGH, LLC membership units to VGH, Inc. common stock $ — $ 114,648 $ — Unpaid transaction costs $ — $ 4,875 $ — ASC 842 leases - Finance leases 117 430 — Issuance of common stock through "cashless" warrants exercised $ 360,742 $ — $ — Issuance of common stock through RSUs vested $ 43,738 $ — $ — Note payable $ 620 $ — $ — $ 405,217 $ 119,953 $ — |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) Summarized unaudited quarterly financial data for quarters ended March 31, 2019 through December 31, 2020 is as follows: Quarters Ended: March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 (In thousands, except for per share data) Revenue $ 238 $ — $ — $ — Gross profit $ 65 $ — $ — $ — Net loss $ (59,840) $ (62,375) $ (76,802) $ (74,018) Basic net loss per share 1 $ (0.30) $ (0.29) $ (0.34) $ (0.31) Diluted net loss per share 1 $ (0.30) $ (0.29) $ (0.34) $ (0.31) Quarters Ended: March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 (In thousands, except for per share data) Revenue $ 1,782 $ 638 $ 832 $ 529 Gross profit $ 776 $ 360 $ 426 $ 215 Net loss $ (42,593) $ (44,068) $ (51,475) $ (72,799) Basic net loss per share 1 $ (0.22) $ (0.23) $ (0.27) $ (0.37) Diluted net loss per share 1 $ (0.22) $ (0.23) $ (0.27) $ (0.37) ________________________________ 1 Net loss per share calculations for the quarters ended March 31, June 30, September 30, and December 31, 2020 are based on the weighted average basic and diluted shares totaling 202,409,552, 211,784,541, 225,253,536 and 236,722,884, respectively. Net loss per share calculations for the quarters ended March 31, 2019 through September 30, 2019 are based on the weighted average basic and diluted shares totaling 193,663,150. Net loss per share calculations for the quarter ended December 31, 2019 are based on the weighted average basic and diluted shares of 194,378,154. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Virgin Galactic Business Combination and Basis of Presentation | Virgin Galactic Business Combination and Basis of Presentation The Virgin Galactic Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, SCH has been treated as the acquired company for financial reporting purposes. This determination was primarily based on current shareholders of the VG Companies having a relative majority of the voting power of the combined entity, the operations of the VG Companies prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of the VG Companies comprising the majority of the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of the VG Companies with the acquisition being treated as the equivalent of the VG Companies issuing stock for the net assets of SCH, accompanied by a recapitalization. The net assets of SCH were recognized as of the date of the Virgin Galactic Business Combination at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Virgin Galactic Business Combination in these financial statements are those of the VG Companies and the accumulated deficit of VG Companies has been carried forward after the Virgin Galactic Business Combination. Earnings per share calculations for all periods prior to the Virgin Galactic Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Virgin Galactic Business Combination to effect the reverse acquisition. These 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. SEC. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. Prior to the Virgin Galactic Business Combination, these consolidated financial statements have been derived from the historical consolidated financial statements of V10 and include assets, liabilities, revenues and expenses directly attributable to our operations and allocations of corporate expenses from the V10 and GV for providing certain corporate functions, which included, but are not limited to, general corporate expenses related to finance, legal, compliance, facilities, and employee benefits. Following the Virgin Galactic Business Combination, these consolidated financial statements represent the stand-alone activity of the Company. Prior to the Virgin Galactic Business Combination, corporate expenses were allocated to us from Vieco 10 and GV on the basis of direct usage when identifiable or on the basis of headcount. The Company, V10 and GV each consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company. Following the Virgin Galactic Business Combination, the Company expects to incur additional expenses as a stand-alone company. It is not practicable to estimate actual costs that would have been incurred had the Company been a stand-alone company during the periods presented prior to the Virgin Galactic Business Combination. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. The historical consolidated financial statements prior to the Virgin Galactic Business Combination do not reflect any attribution of debt or allocation of interest expense. Following the Virgin Galactic Business Combination, we perform these corporate functions using our own resources or purchased services. We have entered into a transition service agreement with V10 in connection with the separation, many of which are expected to have terms longer than one year. Prior to the Virgin Galactic Business Combination, the Company was historically funded as part of our V10 and GV’s treasury program. Cash and cash equivalents were managed through bank accounts legally owned by us, V10 and GV. Accordingly, cash and cash equivalents held by our V10 and GV at the corporate level were not attributable to us for any of the periods presented. Only cash amounts legally owned by entities dedicated to the Company are reflected in the condensed consolidated balance sheets. Transfers of cash, both to and from V10 and GV’s treasury program by us or related parties, are reflected as a component of net parent investment or membership equity in the consolidated balance sheets and as a financing activity on the accompanying consolidated statements of cash flows. Prior to the Virgin Galactic Business Combination, as the various entities that make up the Company were not historically held by a single legal entity prior to the contribution of the VG Companies into VGH, LLC on July 8, 2019, total net parent investment is shown in lieu of equity in the consolidated financial statements as of the applicable historical periods. Balances between us, V10 and GV that were not historically cash settled are included in net parent investment. Net parent investment represents V10’s interest in the recorded assets of us and represents the cumulative investment by V10 in us through July 8, 2019, inclusive of operating results. Prior to the Virgin Galactic Business Combination, certain of our employees historically participated in V10’s stock-based compensation plans in the form of options issued pursuant to V10's plan. The performance conditions set forth in V10 stock-based compensation plans resulted in no stock-based compensation expense recognized during all periods presented prior to consummation of the Virgin Galactic Business Combination. Prior to the Virgin Galactic Business Combination, the operations of the Company were included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by GV, where applicable. Income tax expense and other income tax related information contained in the consolidated financial statements for periods prior to the Virgin Galactic Business Combination are presented on a separate return basis as if the Company had filed its own tax returns. The income taxes of the Company as presented in the consolidated financial statements may not be indicative of the income taxes that the Company will generate in the future. Additionally, certain tax attributes such as net operating losses or credit carryforwards are presented on a separate return basis and have been removed subsequent to the Virgin Galactic Business Combination. In jurisdictions where the Company has been included in the tax returns filed by GV, any income tax receivables resulting from the related income tax provisions have been reflected in the consolidated balance sheets within net parent investment or membership equity, as applicable. Following the Virgin Galactic Business Combination, the Company will file separate standalone tax returns as we effectively became a new and separate tax filer from GV with zero tax attributes and liabilities carrying over. |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP required us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for cost of revenue, useful lives of property, plant and equipment, net, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation, stock-based awards and contingencies. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company's cash consists of cash on hand and, for periods prior to the consummation of the Virgin Galactic Business Combination, was not swept to a centralized cash pool, or maintained, operated, or legally owned by V10 and GV. We consider all highly liquid investments with an original maturity of three months or less, when acquired, to be cash equivalents. |
Restricted Cash | Restricted CashWe classify as restricted cash any cash deposits received from our future astronauts, that are contractually restricted for operational use until the condition of carriage is signed or the deposits are refunded. This also includes cash held for our letter of credit requirements under our IT equipment financing arrangement. |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for doubtful accounts based on historical losses, the age of the receivable balance, credit quality of our customers, current economic conditions, and other factors that may affect the customers’ ability to pay. There was no allowance for uncollectible amounts as of December 31, 2020 and 2019, respectively, and no write-offs for the years ended December 31, 2020, 2019 and 2018, respectively. The Company does not have any off balance sheet credit exposure related to its customers. |
Inventory | InventoryInventories 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. If events or changes in circumstances indicate that the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes, a loss is recognized in the period in which it occurs. We determine the costs of other product and supply inventories by using the first-in first-out or average cost methods. The company’s status of pre-technical feasibility means that material issued from inventory into production of our vehicles, labor charges and overhead charges are charged to R&D expense. |
Prepayments And Other Current Assets | Prepayments and Other Current AssetsPrepayments consist of prepaid rent, prepaid insurance, and other general prepayments. |
Property, Plant, and Equipment, net | Property, Plant, and Equipment, net Property, plant, and equipment, net and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation on property, plant, and equipment, net is calculated on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter period of the estimated life or the lease term. The estimated useful lives of property and equipment are principally as follows: Asset Useful Life Buildings 39 years Leasehold Improvements Shorter of the estimated useful life or lease term Aircraft 20 years Machinery & equipment 5 to 7 years IT software and equipment 3 to 5 years |
Leases | LeasesThe Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company has some lease agreements with lease and non-lease components, which are accounted for as a single lease component. |
Capitalized Software | Capitalized SoftwareWe capitalize certain costs associated with the development or purchase of internal-use software. The amounts capitalized are included in property, plant, and equipment, net on the accompanying consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the resulting software, which approximates 3 years. As of December 31, 2020 and 2019, net capitalized software, totaled $3.4 million and $2.4 million, including accumulated amortization of $6.6 million and $5.3 million, respectively. No amortization expense is recorded until the software is ready for its intended use. |
Long-Lived Assets | Long-Lived AssetsLong-lived assets primarily consist of property, plant, and equipment, net and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset group to its carrying amount. We assess impairment for asset groups, which represent a combination of assets that produce distinguishable cash flows. If the carrying amount of the asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. |
Other Noncurrent Assets | Other Noncurrent AssetsOther noncurrent assets consist primarily of deposits. |
Fair Value Measurements | Fair Value MeasurementsWe utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
Segments | SegmentsOperating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Comprehensive Loss | Comprehensive LossComprehensive loss generally represents all changes in equity other than transactions with owners. Our comprehensive loss consists of net loss and foreign currency translation adjustments. |
Revenue Recognition | Revenue RecognitionSpaceflight operations and other revenue is recognized for providing human spaceflights and carrying payload cargo into space. While we have yet to undertake our first commercial human spaceflight, we successfully carried multiple payloads into space in February 2019 and the year ended December 31, 2018 and recognized revenue related to these spaceflights during the years ended December 31, 2019 and 2018, respectively. In addition, we have a sponsorship arrangement for which revenue is recognized over the sponsorship term. 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. For the years ended December 31, 2020 and 2019 We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Our spaceflight operations and other revenue contracts generally contain only one type of distinct performance obligation, carrying spaceflight payloads with delivery of the associated flight data. Revenue for each spaceflight payload is recognized at a point in time upon delivery of flight data to the customer. Revenue for future contracts for human spaceflights is expected to be recognized at a point in time upon successful completion of a spaceflight. 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. Disaggregation of Revenue Spaceflight operations revenue, engineering services revenue and sponsorship revenue was zero, $0.2 million, and zero for the years ended December 31, 2020. Spaceflight operations revenue, engineering services revenue and sponsorship revenue was $0.8 million, $2.8 million, and $0.2 million for the years ended December 31, 2019. 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. The revenue recognized in the engineering services revenue contract often exceeds the amount billed to the customer. The Company records the portion of the revenue amounts to which the Company is entitled but for which the Company has not yet been paid as an unbilled receivable. Unbilled receivables are included in accounts receivable on the Consolidated Balance Sheets and were $0.2 million as of January 1, 2019. As of December 31, 2020 and 2019, there were no unbilled receivables. As of December 31, 2020, the Company has no other contract assets. Contract liabilities primarily 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 December 31, 2020, the Company has no deferred revenue. Payment terms vary by customer and type of revenue contract. It is generally expected that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists. Remaining Performance Obligations As of December 31, 2020, we have no engineering services revenue contracts with 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. Contract Costs The Company has not incurred any contract costs in obtaining or fulfilling its contracts. All of the Company’s revenues are related to one customer for the year ended December 31, 2020, with a single customer accounting for approximately 100% of accounts receivable as of December 31, 2020. |
Cost of Revenue | Cost of RevenueCosts of revenue related to spaceflights include costs related to the consumption of a rocket motor, fuel, payroll and benefits for our pilots and ground crew, and maintenance. Costs of revenue related to the engineering services consist of expenses related to materials and human capital, such as payroll and benefits. Once technological feasibility is reached, we will capitalize the cost to construct any additional spaceship vehicles. Costs of revenue will include spaceship vehicle depreciation once those spaceship vehicles are placed into service. |
Selling, General and Administrative | Selling, General and AdministrativeSelling, 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 human resources; depreciation expense and rent relating to facilities, including the lease with Spaceport America, and equipment; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits. |
Research and Development | Research & DevelopmentWe conduct research and development (“R&D”) activities to develop existing and future technologies that advance our spaceflight system towards commercialization. R&D 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. R&D costs also include rent, maintenance, and depreciation of facilities and equipment and other allocated overhead expenses. We expense all R&D costs as incurred and have not capitalized any spaceship vehicle development costs to date. |
Income Taxes | Income Taxes As of October 25, 2019 and December 31, 2018 and for the period from January 1, 2019 through October 25, 2019 and for the year ended December 31, 2018, we adopted the separate return approach for the purpose of presenting the combined financial statements, including the income tax provisions and the related deferred tax assets and liabilities. The historic operations of the Company reflect a separate return approach for each jurisdiction in which the Company had a presence and GV has filed tax returns for the year ended December 31, 2018 and for the period from January 1, 2019 through October 25, 2019. Subsequent to the VG Business Combination, a separate stand-alone tax return was filed for the period from October 26, 2019 through December 31, 2019. The Company records income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future taxable income on a jurisdictional basis, the Company considers the effect of its transfer pricing policies on that income. The Company has placed a full valuation allowance against U.S. federal and state deferred tax assets since the recovery of the assets is uncertain. The Company recognizes tax benefits from uncertain tax positions only if it believes 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 the Company expands, it will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. The Company’s policy is to 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 its financial condition and operating results. The income tax expense includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. |
Long Term Incentive Plan and Cash Incentive Plan | Long Term Incentive Plan and Cash Incentive Plan Long Term Incentive Plan Prior to the consummation of the Virgin Galactic Business Combination, certain members of management participated in V10’s Long Term Incentive Plan (the “LTIP Plan”). The LTIP Plan’s purpose was to enhance the ability for us to attract, motivate, and retain certain of our key executives and to strengthen their commitment to us by providing additional compensation in the form of one or more bonus pools payable under the LTIP Plan in the case of a trigger event. Upon any trigger event (generally a stock sale, asset sale, public offering, or full return of capital at V10), a bonus pool was to be created where the realization value for such trigger event is greater than the base value, as defined by the LTIP Plan. The participants would then be entitled to receive their allocation of the bonus pool in cash within 60 days of the trigger event’s occurrence. In 2018, the LTIP Plan was cancelled and replaced with a multiyear cash incentive plan (the “Cash Incentive Plan”), described below. Cash Incentive Plan On June 19, 2017, the Company adopted the Cash Incentive Plan to provide cash bonuses to employees 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, and approved awards have been allocated equally to each milestone. Compensation cost is recognized when it is probable that a milestone will be achieved. Upon achieving each milestone by the defined target date, 50% of the cash award for that milestone will be vested and the remaining 50% will be vested upon the one year anniversary of the target date if the employee maintained employment in good standing. In the event the milestone is not achieved by the defined target date, but no later than six months after the defined target date, the milestone award would be reduced by half, of which 50% will be vested upon achieving the delayed target date and the remaining 50% will be vested upon the one year anniversary of the delayed target date if the employee maintained employment in good standing. If the milestone is not achieved by six months after the defined target date, the award attributed to that milestone would expire and the associated cash award value would be reserved for future grants under the Cash Incentive Plan. The first qualifying milestone was not achieved under the Cash Incentive Plan. The second qualifying milestone under the Company’s multiyear cash incentive plan was amended upon the closing of the Virgin Galactic Business Combination such that the participants who remained continuously employed through the closing of the Virgin Galactic Business Combination were entitled to receive 100% of the bonus that such participant would have otherwise received upon the achievement of the original second qualifying milestone, as amended. The Company recognized and settled the $9.9 million in compensation costs owed to participants for the second qualifying milestone upon the closing of the Transaction. The remaining third milestone is deemed not probable of being achieved. As such, no accrual has been recorded related to this plan as of |
Concentrations of Credit Risks and Significant Vendors and Customers | Concentrations of Credit Risks and Significant Vendors and CustomersFinancial instruments that potentially subject us to a significant concentration of credit risk consist primarily of cash and cash equivalents and of certificates of deposit. In respect to accounts receivable, we are not exposed to any significant credit risk to any single counterparty or any company of counterparties having similar characteristics. |
Foreign Currency | Foreign CurrencyThe functional currency of our foreign subsidiary operating in the United Kingdom is the local currency. Assets and liabilities are translated to the United States dollar using the period-end rates of exchange. Revenue and expenses are translated to the United States dollar using average rates of exchange for the period. Exchange differences arising from this translation of foreign currency are recorded as other comprehensive income. |
Stock-Based Compensation | Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. We estimate the fair value of stock-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We recognize the stock-based compensation expense over the requisite service period using the straight-line method for service condition only awards, which is generally a vesting term of four years. Stock options typically have a contractual term of 10 years. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for RSUs are based on the market price of the shares underlying the awards on the grant date. Compensation expense for performance-based awards reflects the estimated probability that the performance condition will be met. Compensation expense for awards with total stockholder return performance metrics reflects the fair value calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. |
Reclassifications | Reclassification The accompanying financial statements include reclassification from prior presentation as summarized below: 12/31/2019 Reclassification 12/31/2019 (In thousands) Balance Sheet Inventories 26,817 5,038 31,855 Total Current assets $ 536,671 $ 5,038 $ 541,709 Property, plant and equipment, net 49,333 (5,038) 44,295 Total assets $ 605,546 $ — $ 605,546 Statement of Cash Flows (Gain) loss on disposal of property, plant and equipment $ (38) $ (517) $ (555) Inventories $ (3,528) $ (5,038) $ (8,566) Net cash used in operating activities $ (203,556) $ (5,555) $ (209,111) Capital expenditures $ (19,411) $ 5,555 $ (13,856) Cash (used in) provided by investing activity $ (19,411) $ 5,555 $ (13,856) Net increase in cash and cash equivalents $ 411,353 $ — $ 411,353 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 consolidated balance sheets and consolidated statements of cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations. (a) Issued Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. 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 changes are effective for annual periods beginning after December 15, 2020. The Company does not believe the impact of ASU 2019-12 to be material to its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which removes references to various FASB Concepts Statements, situates all disclosure guidance in the appropriate disclosure section of the Codification, and makes other improvements and technical corrections to the Codification that are not expected to have a significant effect on current accounting practice. The changes are effective for annual periods beginning after December 15, 2020. The Company is currently assessing the impact of ASU 2020-10 in its consolidated financial statements. (b) Adopted Accounting Standard Updates Fair value measurement Effective January 1, 2020, we adopted ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) , which modified the disclosure requirements on fair value measurements. The adoption of ASU 2018-03 did not have a material impact on the Company’s consolidated financial statements. Measurement of Credit Losses on Financial Instruments Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant, and Equipment | The estimated useful lives of property and equipment are principally as follows: Asset Useful Life Buildings 39 years Leasehold Improvements Shorter of the estimated useful life or lease term Aircraft 20 years Machinery & equipment 5 to 7 years IT software and equipment 3 to 5 years As of December 31, 2020 and 2019, property, plant, and equipment, net consists of the following : As of December 31, 2020 2019 (In thousands) Buildings $ 9,142 $ 9,142 Leasehold improvements 28,744 20,048 Aircraft 195 320 Machinery and equipment 1 34,330 28,319 IT software and equipment 22,042 17,151 Construction in progress 1 1,780 3,408 96,233 $ 78,388 Less accumulated depreciation and amortization (43,085) (34,093) Property, plant, and equipment, net $ 53,148 $ 44,295 ________________________________ 1 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. This reclassification impacted prior reported balances. Please refer to footnote 2(y) for disclosure related to this reclassification. |
Schedule of Fair Value of Assets Measured on Recurring Basis | The following tables summarize the fair value of assets that are recorded in the Company’s Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019 at fair value on a recurring basis: Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 (In thousands) Assets Money Market $ 357,463 $ — $ — Certificate of deposit 93,802 — — Mutual Funds $ 200,364 — — Total assets at fair value $ 651,629 $ — $ — Fair Value of Measurements as of December 31, 2019 Level 1 Level 2 Level 3 (In thousands) Assets Money Market $ 423,149 $ — $ — Certificate of deposit 42,630 — — Total asset at fair value $ 465,779 $ — $ — |
Schedule of Reclassifications | The accompanying financial statements include reclassification from prior presentation as summarized below: 12/31/2019 Reclassification 12/31/2019 (In thousands) Balance Sheet Inventories 26,817 5,038 31,855 Total Current assets $ 536,671 $ 5,038 $ 541,709 Property, plant and equipment, net 49,333 (5,038) 44,295 Total assets $ 605,546 $ — $ 605,546 Statement of Cash Flows (Gain) loss on disposal of property, plant and equipment $ (38) $ (517) $ (555) Inventories $ (3,528) $ (5,038) $ (8,566) Net cash used in operating activities $ (203,556) $ (5,555) $ (209,111) Capital expenditures $ (19,411) $ 5,555 $ (13,856) Cash (used in) provided by investing activity $ (19,411) $ 5,555 $ (13,856) Net increase in cash and cash equivalents $ 411,353 $ — $ 411,353 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2020 and 2019, inventory is comprised of the following: As of December 31, 2020 2019 (In thousands) Raw Materials $ 22,963 $ 25,326 Spare parts 1 7,520 6,529 $ 30,483 $ 31,855 ________________________________ 1 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. This reclassification impacted prior reported balances. Please refer to footnote 2(y) for disclosure related to this reclassification. |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | The estimated useful lives of property and equipment are principally as follows: Asset Useful Life Buildings 39 years Leasehold Improvements Shorter of the estimated useful life or lease term Aircraft 20 years Machinery & equipment 5 to 7 years IT software and equipment 3 to 5 years As of December 31, 2020 and 2019, property, plant, and equipment, net consists of the following : As of December 31, 2020 2019 (In thousands) Buildings $ 9,142 $ 9,142 Leasehold improvements 28,744 20,048 Aircraft 195 320 Machinery and equipment 1 34,330 28,319 IT software and equipment 22,042 17,151 Construction in progress 1 1,780 3,408 96,233 $ 78,388 Less accumulated depreciation and amortization (43,085) (34,093) Property, plant, and equipment, net $ 53,148 $ 44,295 ________________________________ 1 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. This reclassification impacted prior reported balances. Please refer to footnote 2(y) for disclosure related to this reclassification. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Lease Expense and Cash Flow Information | The components of lease expense related to leases for the period are as follows: Year ended December 31, 2020 Year ended December 31, 2019 (In thousands) (In thousands) Lease Cost: Operating lease expense $ 5,125 $ 4,243 Short-term lease expense 278 219 Finance lease cost: Amortization of right-of-use assets 129 98 Interest on lease liabilities 33 29 Total finance lease cost 162 127 Variable lease cost 2,518 803 Total lease cost $ 8,083 $ 5,392 The components of supplemental cash flow information related to leases for the period are as follows: Year ended December 31, 2020 Year ended December 31, 2019 (In thousands, except term and rate data) Cash flow information: Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31: Operating cash flows from operating leases $ 5,840 $ 4,462 Operating cash flows from finance leases $ 33 $ 29 Financing cash flows from finance leases $ 123 $ 104 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations Operating leases $ 750 $ 17,658 Finance Leases $ 117 $ 430 Other Information: Weighted average remaining lease term: Operating leases (in years) 12.71 13.36 Finance leases (in years) 2.87 3.96 Weighted average discount rates: Operating leases 11.70 % 11.77 % Finance leases 8.43 % 9.37 % |
Summary of Balance Sheet Information | The supplemental balance sheet information related to leases for the period is as follows: As of December 31, 2020 As of December 31, 2019 (In thousands) Operating leases Long-term right-of-use assets $ 19,555 $ 16,632 Short-term operating lease liabilities $ 2,384 $ 2,354 Long-term operating lease liabilities 24,148 21,867 Total operating lease liabilities $ 26,532 $ 24,221 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | A summary of the components of accrued liabilities are as follows: As of December 31, 2020 2019 (In thousands) Accrued payroll $ 4,060 $ 2,027 Accrued vacation 4,624 2,797 Accrued bonus 6,892 6,502 Accrued inventory 950 1,460 Other accrued expenses 6,456 9,491 Total accrued liabilities $ 22,982 $ 22,277 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of December 31, 2020 2019 (In thousands) Commercial loan $ 620 $ — 620 — Less: Current portion (310) — Non-current portion $ 310 $ — |
Schedule of Maturities of Long-term Debt | Aggregate maturities of long-term debt as of December 31, 2020 are as follows: (In thousands) 2021 $ 310 2022 310 $ 620 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | For the years ended December 31, 2020, 2019 and 2018, loss before income taxes are as follows: Years ended December 31, 2020 2019 2018 (In thousands) U.S. operations $ (273,656) $ (211,405) $ (137,952) Foreign operations 627 532 (40) Loss before income taxes $ (273,029) $ (210,873) $ (137,992) |
Schedule of Income Tax Expense | Income tax expense attributable to loss from continuing operations consists of: Current Deferred Total (In thousands) Year ended December 31, 2020 U.S. operations $ — $ — $ — State and local — — — Foreign jurisdiction (114) 120 6 $ (114) $ 120 $ 6 Year ended December 31, 2019 U.S. operations $ — $ — $ — State and local 27 — 27 Foreign jurisdiction 50 (15) 35 $ 77 $ (15) $ 62 Year ended December 31, 2018 U.S. operations $ — $ — $ — State and local 2 — 2 Foreign jurisdiction 142 3 145 $ 144 $ 3 $ 147 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred taxes are as follows: 2020 2019 (1) (In thousands) Deferred tax assets: Net operating loss carryforwards $ 86,986 $ 10,981 Research and development 19,385 2,955 Accrued liabilities 3,036 3,402 Lease obligation 5,877 5,589 Deferred revenue 16 8 Plant and equipment, principally due to differences in depreciation and capitalized interest 1,079 1,254 Goodwill 225,196 230,543 Stock-based compensation 3,291 — Other 309 — Total gross deferred tax assets 345,175 254,732 Less valuation allowance (342,426) (250,818) Net deferred tax assets $ 2,749 $ 3,914 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation and capitalized interest $ — $ — Right-of-Use Asset $ (2,701) $ (3,746) Total gross deferred tax liabilities (2,701) (3,746) Net deferred tax assets $ 48 $ 168 (1) Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Included in the income tax footnote is a reclassification to separately report the deferred tax asset and deferred tax liability related to lease obligations and right-of-use assets, respectively. |
Summary of Tax Credit Carryforwards | NOLs and tax credit gross carryforwards as of December 31, 2020 are as follows: Amount Expiration Years (In thousand) NOLs, Federal $ 398,109 See notes below NOLs, State $ 401,271 See notes below Tax credits, Federal $ 17,086 See notes below Tax credits, State $ 9,045 See notes below |
Summary of Net Operating Loss Carryforwards | NOLs and tax credit gross carryforwards as of December 31, 2020 are as follows: Amount Expiration Years (In thousand) NOLs, Federal $ 398,109 See notes below NOLs, State $ 401,271 See notes below Tax credits, Federal $ 17,086 See notes below Tax credits, State $ 9,045 See notes below |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Years Ended December 31, 2020 2019 2018 (In thousands) Statutory rate $ (57,336) 21.0 % $ (44,401) 21.0 % $ (28,978) 21.0 % State income tax 14,645 (5.4) % (5,867) 2.8 % (9,497) 6.9 % Research & Development (10,785) 4.0 % (8,593) 4.1 % (3,806) 2.8 % Change in valuation allowance 58,685 (21.5) % 64,515 (30.5) % 43,476 (31.5) % Reduction of allocated R&D from GV 0 — % (8,376) 4.0 % 0 — % Stock-based compensation (5,316) 1.9 % 0 — % 0 — % Benefit of foreign rate (13) — % 0 — % 0 — % Other, net 126 — % 2,784 (1.4) % (1,048) 0.8 % Total 6 — % 62 — % 147 — % |
Schedule of Uncertain Tax Positions | A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows: Years ending December 31, 2020 2019 (In thousands) Balance at the beginning of the year $ 905 $ 18,040 Additions based on tax positions related to current year 4,108 3,324 Additions based on tax positions related to prior years — — Deductions based on tax positions related to prior years — (9) Reductions of allocated tax attributes from GV (166) (20,450) Balance at the end of year $ 4,847 $ 905 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents net loss per share and related information: Years Ended December 31, 2020 2019 2018 (in thousands, except for per share data) Basic and diluted: Net loss $ (273,035) $ (210,935) $ (138,139) Weighted average common shares outstanding 219,107,905 194,378,154 193,663,150 Basic and diluted net loss per share $ (1.25) $ (1.09) $ (0.71) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Options Outstanding | The following table sets forth the summary of options activity under the Plans (dollars in thousands except per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (1) Options outstanding at December 31, 2018 — $ — 0 — Granted 6,212,609 $ 11.58 Exercised — $ — Forfeited options (90,565) $ 11.79 Options outstanding at December 31, 2019 6,122,044 $ 11.58 9.8 — Granted 1,919,640 $ 19.86 Exercised (218,955) $ 11.79 Forfeited options (1,026,684) $ 13.70 Options outstanding at December 31, 2020 6,796,045 $ 13.59 8.6 $ 68,888 Options exercisable at December 31, 2020 1,585,095 $ 12.36 7.9 $ 18,024 (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. |
Schedule of Restricted Stock Units Activity | RSU activity during the year ended December 31, 2020 was as follows: Shares Weighted Average Fair Value Outstanding at January 1, 2019 — $ — Granted 1,795,209 7.11 Vested — — Forfeited (27,495) 7.11 Outstanding at December 31, 2019 1,767,714 $ 7.11 Granted 5,752,331 $ 19.42 Vested (2,130,763) $ 20.53 Forfeited (628,498) $ 14.71 Outstanding at December 31, 2020 4,760,784 $ 19.63 |
Schedule of Stock-Based Compensation Expense | Stock options and RSUs expenses included in selling, general and administrative and research and development expense in the consolidated statements of operations and comprehensive loss , is as follows: Year ended December 31, 2020 2019 (in thousands) Stock option expense Selling, General & Administrative $ 9,677 $ 1,197 Research & Development 3,834 739 Total stock option expense 13,511 1,936 RSU expense Selling, General & Administrative 11,595 394 Research & Development 5,218 205 Total RSU expense 16,813 599 Total stock-based compensation expense $ 30,324 $ 2,535 |
Schedule of Weighted Average Assumptions | The weighted average assumptions used to value the option grants are as follows: 2020 2019 Expected life (in years) 6.0 6.0 Volatility 75.2 % 75.0 % Risk free interest rate 1.4 % 1.7 % Dividend yield — % — % |
2014 Stock Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Options Outstanding | Options outstanding Shares Number of Weighted- Weighted- Balances as of December 31, 2017 1,608,660 1,007,525 $ 7.69 4.50 Authorized — — Granted (1,000) 1,000 9.44 Forfeited 134,125 (134,125) 7.72 Balances as of December 31, 2018 1,741,785 874,400 $ 7.70 3.53 Authorized — — Granted — — $ — Forfeited 154,775 (154,775) $ 7.68 Cancelled (1,896,560) (719,625) $ 7.70 Balances as of October 25, 2019 — — $ — 0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Maturities | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year), future minimum finance lease payments and repayments of notes payable as of December 31, 2020 are as follows: Operating Leases Finance Note payable (In thousands) Year ending December 31: 2021 $ 5,318 $ 160 $ 310 2022 4,053 130 310 2023 3,840 100 — 2024 3,833 27 — 2025 3,833 — — Thereafter 30,830 — — Total payments $ 51,707 $ 417 $ 620 Less: Imputed interest/present value discount (25,175) $ (45) $ — Present value of liabilities $ 26,532 $ 372 $ 620 |
Summary of Finance Lease Maturities | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year), future minimum finance lease payments and repayments of notes payable as of December 31, 2020 are as follows: Operating Leases Finance Note payable (In thousands) Year ending December 31: 2021 $ 5,318 $ 160 $ 310 2022 4,053 130 310 2023 3,840 100 — 2024 3,833 27 — 2025 3,833 — — Thereafter 30,830 — — Total payments $ 51,707 $ 417 $ 620 Less: Imputed interest/present value discount (25,175) $ (45) $ — Present value of liabilities $ 26,532 $ 372 $ 620 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Years ended December 31, 2020 2019 2018 (In thousands) Supplemental disclosure Cash payments for: Income tax paid $ 102 $ 226 $ 176 $ 102 $ 226 $ 176 Schedule for noncash operating activities ASC 842 leases - Operating leases $ 750 $ 17,658 $ — $ 750 $ 17,658 $ — Schedule for noncash investing activities Unpaid property, plant, and equipment received $ 1,399 $ 2,571 $ 1,288 $ 1,399 $ 2,571 $ 1,288 Schedule for noncash financing activities Conversion of VGH, LLC membership units to VGH, Inc. common stock $ — $ 114,648 $ — Unpaid transaction costs $ — $ 4,875 $ — ASC 842 leases - Finance leases 117 430 — Issuance of common stock through "cashless" warrants exercised $ 360,742 $ — $ — Issuance of common stock through RSUs vested $ 43,738 $ — $ — Note payable $ 620 $ — $ — $ 405,217 $ 119,953 $ — |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Financial Data | Summarized unaudited quarterly financial data for quarters ended March 31, 2019 through December 31, 2020 is as follows: Quarters Ended: March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 (In thousands, except for per share data) Revenue $ 238 $ — $ — $ — Gross profit $ 65 $ — $ — $ — Net loss $ (59,840) $ (62,375) $ (76,802) $ (74,018) Basic net loss per share 1 $ (0.30) $ (0.29) $ (0.34) $ (0.31) Diluted net loss per share 1 $ (0.30) $ (0.29) $ (0.34) $ (0.31) Quarters Ended: March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 (In thousands, except for per share data) Revenue $ 1,782 $ 638 $ 832 $ 529 Gross profit $ 776 $ 360 $ 426 $ 215 Net loss $ (42,593) $ (44,068) $ (51,475) $ (72,799) Basic net loss per share 1 $ (0.22) $ (0.23) $ (0.27) $ (0.37) Diluted net loss per share 1 $ (0.22) $ (0.23) $ (0.27) $ (0.37) ________________________________ 1 Net loss per share calculations for the quarters ended March 31, June 30, September 30, and December 31, 2020 are based on the weighted average basic and diluted shares totaling 202,409,552, 211,784,541, 225,253,536 and 236,722,884, respectively. Net loss per share calculations for the quarters ended March 31, 2019 through September 30, 2019 are based on the weighted average basic and diluted shares totaling 193,663,150. Net loss per share calculations for the quarter ended December 31, 2019 are based on the weighted average basic and diluted shares of 194,378,154. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Allowance for uncollectible amounts | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Write-offs | 0 | 0 | $ 0 | ||||||||
Capitalized software, net | 3,400,000 | 2,400,000 | 3,400,000 | 2,400,000 | |||||||
Capitalized software, accumulated amortization | 6,600,000 | 5,300,000 | 6,600,000 | 5,300,000 | |||||||
Capitalized software, amortization expense | 1,300,000 | 800,000 | 500,000 | ||||||||
Long-lived assets, impairment charges | $ 0 | 0 | 0 | ||||||||
Operating segments | segment | 1 | ||||||||||
Reportable segments | segment | 1 | ||||||||||
Revenue | 0 | $ 0 | $ 0 | $ 238,000 | 529,000 | $ 832,000 | $ 638,000 | $ 1,782,000 | $ 238,000 | 3,781,000 | 2,849,000 |
Unbilled receivables | 0 | 0 | $ 200,000 | ||||||||
Contract assets | 0 | 0 | |||||||||
Deferred revenue | $ 0 | 0 | |||||||||
Maximum amount of cash award | $ 30,000,000 | ||||||||||
Cash award, target date milestone, vesting percentage | 50.00% | ||||||||||
Cash award, one year anniversary milestone, vesting percentage | 50.00% | ||||||||||
Cash award expiration period after defined target date | 6 months | ||||||||||
Cash award, reduction of milestone award after defined target date | 0.5 | ||||||||||
Milestone percentage, received by each participant | 100.00% | 100.00% | |||||||||
Cash award, compensation expense | $ 9,900,000 | ||||||||||
Cash incentive plan, accrual | $ 0 | $ 0 | $ 0 | 0 | |||||||
Customer Concentration Risk | One Customer | Revenue | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Concentration risk, percentage | 100.00% | ||||||||||
Customer Concentration Risk | One Customer | Accounts Receivable | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Concentration risk, percentage | 100.00% | ||||||||||
Deferred bonus | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Days to receive bonus pool allocation | 60 days | ||||||||||
Restricted stock units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Stock option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Expiration period | 10 years | ||||||||||
Spaceflight operations | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue | $ 0 | 800,000 | |||||||||
Engineering services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue | 200,000 | 2,800,000 | |||||||||
Sponsorship revenue | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue | $ 0 | $ 200,000 | |||||||||
Capitalized software | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Useful life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Useful Lives of Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 39 years |
Aircraft | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
IT software and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
IT software and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Schedule of Assets at Fair Value) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 651,629 | $ 465,779 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Money Market | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 357,463 | 423,149 |
Money Market | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Money Market | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Certificate of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 93,802 | 42,630 |
Certificate of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Certificate of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | $ 0 |
Mutual Funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 200,364 | |
Mutual Funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Mutual Funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Reclassifications) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet | |||
Inventories | $ 30,483 | $ 31,855 | |
Total Current assets | 727,927 | 541,709 | |
Property, plant, and equipment, net | 53,148 | 44,295 | |
Total assets | 803,990 | 605,546 | |
Statement of Cash Flows | |||
(Gain) loss on disposal of property, plant and equipment | 96 | (555) | $ 25 |
Inventories | 1,371 | (8,566) | (13,122) |
Net cash used in operating activities | (233,159) | (209,111) | (145,703) |
Capital expenditures | (17,201) | (13,856) | (10,590) |
Cash (used in) provided by investing activity | (17,201) | (13,856) | (10,590) |
Net increase in cash and cash equivalents | $ 186,234 | 411,353 | $ 302 |
As Reported | |||
Balance Sheet | |||
Inventories | 26,817 | ||
Total Current assets | 536,671 | ||
Property, plant, and equipment, net | 49,333 | ||
Total assets | 605,546 | ||
Statement of Cash Flows | |||
(Gain) loss on disposal of property, plant and equipment | (38) | ||
Inventories | (3,528) | ||
Net cash used in operating activities | (203,556) | ||
Capital expenditures | (19,411) | ||
Cash (used in) provided by investing activity | (19,411) | ||
Net increase in cash and cash equivalents | 411,353 | ||
Reclassification | |||
Balance Sheet | |||
Inventories | 5,038 | ||
Total Current assets | 5,038 | ||
Property, plant, and equipment, net | (5,038) | ||
Total assets | 0 | ||
Statement of Cash Flows | |||
(Gain) loss on disposal of property, plant and equipment | (517) | ||
Inventories | (5,038) | ||
Net cash used in operating activities | (5,555) | ||
Capital expenditures | 5,555 | ||
Cash (used in) provided by investing activity | 5,555 | ||
Net increase in cash and cash equivalents | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Royalty payable, as a percentage of revenue | 1.00% | |||
Royalty payable, quarterly amount | $ 40,000 | |||
Sponsorship royalties payable, as a percentage of revenue | 25.00% | |||
Affiliated Entity | License and royalty fees | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party | $ 200,000 | $ 100,000 | $ 100,000 | |
Parent Company | Allocation of corporate expenses | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party | 0 | 1,200,000 | 100,000 | |
Subsidiary of Common Parent | ||||
Related Party Transaction [Line Items] | ||||
Related party (payable) receivable | 100,000 | (800,000) | ||
Subsidiary of Common Parent | Allocation of corporate expenses | ||||
Related Party Transaction [Line Items] | ||||
Transaction amounts from related party | $ 500,000 | $ (200,000) | $ 300,000 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 22,963 | $ 25,326 |
Spare parts1 | 7,520 | 6,529 |
Inventories | $ 30,483 | $ 31,855 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |||
Increase in inventory reserve | $ 1,100,000 | ||
Inventory write-down | $ 0 | $ 300,000 | $ 0 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net (Schedule of Property, Plant, and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 96,233 | $ 78,388 |
Less accumulated depreciation and amortization | (43,085) | (34,093) |
Property, plant, and equipment, net | 53,148 | 44,295 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 9,142 | 9,142 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 28,744 | 20,048 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 195 | 320 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 34,330 | 28,319 |
IT software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 22,042 | 17,151 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 1,780 | $ 3,408 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation excluding right-of-use assets | $ 9,700 | $ 6,900 | |
Depreciation and amortization | 9,781 | 6,999 | $ 5,807 |
Amortization of right-of-use assets | 129 | 98 | |
Capital leases, depreciation and amortization | 100 | ||
Research & Development | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 4,300 | $ 3,700 | $ 1,200 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, discount rate | 11.70% | 11.77% | |
Operating lease expense | $ 8.1 | $ 5.3 | |
Lease expense | $ 4.5 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, discount rate | 8.30% | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, discount rate | 11.80% |
Leases (Lease Cost) (Details)
Leases (Lease Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 5,125 | $ 4,243 |
Short-term lease expense | 278 | 219 |
Finance lease cost: | ||
Amortization of right-of-use assets | 129 | 98 |
Interest on lease liabilities | 33 | 29 |
Total finance lease cost | 162 | 127 |
Variable lease cost | 2,518 | 803 |
Total lease cost | $ 8,083 | $ 5,392 |
Leases (Cash Flow Information)
Leases (Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating cash flows from operating leases | $ 5,840 | $ 4,462 |
Operating cash flows from finance leases | 33 | 29 |
Financing cash flows from finance leases | 123 | 104 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 750 | 17,658 |
Finance Leases | $ 117 | $ 430 |
Weighted average remaining lease term: | ||
Operating leases (in years) | 12 years 8 months 15 days | 13 years 4 months 9 days |
Finance leases (in years) | 2 years 10 months 13 days | 3 years 11 months 15 days |
Weighted average discount rates: | ||
Operating leases | 11.70% | 11.77% |
Finance leases | 8.43% | 9.37% |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Long-term right-of-use assets | $ 19,555 | $ 16,632 |
Short-term operating lease liabilities | 2,384 | 2,354 |
Long-term operating lease liabilities | 24,148 | 21,867 |
Total operating lease liabilities | $ 26,532 | $ 24,221 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 4,060 | $ 2,027 |
Accrued vacation | 4,624 | 2,797 |
Accrued bonus | 6,892 | 6,502 |
Accrued inventory | 950 | 1,460 |
Other accrued expenses | 6,456 | 9,491 |
Accrued liabilities | $ 22,982 | $ 22,277 |
Long-term Debt (Schedule of Deb
Long-term Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 18, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total debt | $ 620 | $ 0 | |
Less: Current portion | (310) | 0 | |
Non-current portion | 310 | 0 | |
Commercial loan | Commercial loan | |||
Debt Instrument [Line Items] | |||
Total debt | $ 620 | $ 900 | $ 0 |
Long-term Debt (Schedule of Mat
Long-term Debt (Schedule of Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 310 | |
2022 | 310 | |
Total debt | $ 620 | $ 0 |
Long-term Debt (Narrative) (Det
Long-term Debt (Narrative) (Details) $ in Thousands | 27 Months Ended | |||
Oct. 01, 2022USD ($) | Dec. 31, 2020USD ($) | Jun. 18, 2020USD ($)installment | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 620 | $ 0 | ||
Commercial loan | Commercial loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 620 | $ 900 | $ 0 | |
Number of installments | installment | 3 | |||
Interest rate | 0.00% | |||
Commercial loan | Commercial loan | Forecast | ||||
Debt Instrument [Line Items] | ||||
Annual payment | $ 300 |
Income Taxes (Loss Before Incom
Income Taxes (Loss Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. operations | $ (273,656) | $ (211,405) | $ (137,952) |
Foreign operations | 627 | 532 | (40) |
Loss before income taxes | $ (273,029) | $ (210,873) | $ (137,992) |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
U.S. operations | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
State and local | |||
Current | 0 | 27 | 2 |
Deferred | 0 | 0 | 0 |
Total | 0 | 27 | 2 |
Foreign jurisdiction | |||
Current | (114) | 50 | 142 |
Deferred | 120 | (15) | 3 |
Total | 6 | 35 | 145 |
Current | (114) | 77 | 144 |
Deferred | 120 | (15) | 3 |
Total | $ 6 | $ 62 | $ 147 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Tax expense effect to equity | $ 130,500,000 | ||
Tax benefit impact to equity | 130,500,000 | ||
Deferred tax adjustment recorded to equity | 0 | ||
Goodwill | 225,196,000 | $ 230,543,000 | |
Tax goodwill adjustment | 33,800,000 | ||
Tax expense impact | 33,800,000 | ||
Income tax effect | 0 | ||
Uncertain tax positions | 4,847,000 | $ 905,000 | $ 18,040,000 |
Interest and penalty charges accrued | 0 | ||
Current Year Operating Activity | |||
Operating Loss Carryforwards [Line Items] | |||
Increase in valuation allowance | 91,600,000 | ||
U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 398,109,000 | ||
Tax credit carryforward | 17,086,000 | ||
U.S. Federal | Research and development | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 17,100,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 401,271,000 | ||
Tax credit carryforward | 9,045,000 | ||
State | Research and development | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 9,000,000 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 86,986 | $ 10,981 |
Research and development | 19,385 | 2,955 |
Accrued liabilities | 3,036 | 3,402 |
Lease obligation | 5,877 | 5,589 |
Deferred revenue | 16 | 8 |
Plant and equipment, principally due to differences in depreciation and capitalized interest | 1,079 | 1,254 |
Goodwill | 225,196 | 230,543 |
Stock-based compensation | 3,291 | 0 |
Other | 309 | 0 |
Total gross deferred tax assets | 345,175 | 254,732 |
Less valuation allowance | (342,426) | (250,818) |
Net deferred tax assets | 2,749 | 3,914 |
Deferred tax liabilities: | ||
Plant and equipment, principally due to differences in depreciation and capitalized interest | 0 | 0 |
Right-of-Use Asset | (2,701) | (3,746) |
Total gross deferred tax liabilities | (2,701) | (3,746) |
Net deferred tax assets | $ 48 | $ 168 |
Income Taxes (Tax Credit Carryf
Income Taxes (Tax Credit Carryforwards) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
U.S. Federal | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforward | $ 398,109 |
Tax credit carryforward | 17,086 |
State | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforward | 401,271 |
Tax credit carryforward | $ 9,045 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory rate | $ (57,336) | $ (44,401) | $ (28,978) |
State income tax | 14,645 | (5,867) | (9,497) |
Research & Development | (10,785) | (8,593) | (3,806) |
Change in valuation allowance | 58,685 | 64,515 | 43,476 |
Reduction of allocated R&D from GV | 0 | (8,376) | 0 |
Stock-based compensation | (5,316) | 0 | 0 |
Benefit of foreign rate | (13) | 0 | 0 |
Other, net | 126 | 2,784 | (1,048) |
Total | $ 6 | $ 62 | $ 147 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory rate | 21.00% | 21.00% | 21.00% |
State income tax | (5.40%) | 2.80% | 6.90% |
Research & Development | 4.00% | 4.10% | 2.80% |
Change in valuation allowance | (21.50%) | (30.50%) | (31.50%) |
Reduction of allocated R&D from GV | 0.00% | 4.00% | 0.00% |
Stock-based compensation | 1.90% | 0.00% | 0.00% |
Benefit of foreign rate | 0.00% | 0.00% | 0.00% |
Other, net | 0.00% | (1.40%) | 0.80% |
Total | 0.00% | 0.00% | 0.00% |
Income Taxes (Change in Uncerta
Income Taxes (Change in Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 905 | $ 18,040 |
Additions based on tax positions related to current year | 4,108 | 3,324 |
Additions based on tax positions related to prior years | 0 | 0 |
Deductions based on tax positions related to prior years | 0 | (9) |
Reductions of allocated tax attributes from GV | (166) | (20,450) |
Balance at the end of year | $ 4,847 | $ 905 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | Apr. 13, 2020$ / shares | Aug. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020vote$ / sharesshares | Dec. 31, 2020vote$ / sharesshares | Apr. 30, 2020shares | Mar. 13, 2020shares | Dec. 31, 2019$ / sharesshares | May 05, 2017$ / sharesshares |
Class of Stock [Line Items] | ||||||||
Shares authorized (in shares) | 710,000,000 | 710,000,000 | ||||||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 | 700,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of votes per share of common stock | vote | 1 | 1 | ||||||
Stock sold (in shares) | 23,600,000 | |||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 19.50 | |||||||
Stock sold, gross proceeds | $ | $ 460.2 | |||||||
Stock sold, transaction costs | $ | $ 20.9 | |||||||
Number of shares acquired by each warrant (in shares) | 0.5073 | |||||||
Redemption price per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Redemption notice period | 30 days | |||||||
Minimum sale price of stock for warrant redemption (in dollars per share) | $ / shares | 18 | $ 18 | ||||||
Number of trading days | 20 days | |||||||
Trading day period | 30 days | |||||||
Warrants outstanding (in shares) | 0 | 22,999,977 | ||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Warrants redeemed (in shares) | 295,305 | |||||||
SCH | ||||||||
Class of Stock [Line Items] | ||||||||
Term of warrants | 5 years | 5 years | ||||||
IPO | SCH | ||||||||
Class of Stock [Line Items] | ||||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 10 | |||||||
Number of warrants in each unit (in shares) | 0.3333 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
IPO | Common Class A | SCH | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares in each unit (in shares) | 1 | |||||||
Number of shares acquired by each warrant (in shares) | 1 | 1 | ||||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants outstanding (in shares) | 8,000,000 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic and diluted: | |||||||||||
Net loss | $ (210,935) | $ (138,139) | |||||||||
Weighted average common shares outstanding (in shares) | 236,722,884 | 225,253,536 | 211,784,541 | 202,409,552 | 194,378,154 | 193,663,150 | 193,663,150 | 193,663,150 | 219,107,905 | 194,378,154 | 193,663,150 |
Basic and diluted net loss per share (in dollars per share) | $ (1.25) | $ (1.09) | $ (0.71) |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | Oct. 25, 2019 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stock sold (in shares) | 23,600,000 | ||||
Vested (in shares) | 2,130,763 | 0 | |||
Boeing | Common Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stock sold (in shares) | 1,924,402 | ||||
Merger Agreement | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Transaction costs, settled with stock, shares (in shares) | 413,486 | ||||
Director | Restricted stock units | Merger Agreement | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Vested (in shares) | 1,500,000 | ||||
Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potential effect of warrants to purchase stock | 8,000,000 | 30,999,977 | 30,999,977 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Oct. 25, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 30,324,000 | $ 2,535,000 | ||
RSUs granted to employees (in shares) | 5,752,331 | 1,795,209 | ||
Granted (in dollars per share) | $ 19.42 | $ 7.11 | ||
Weighted average fair value, shares issued (in dollars per share) | $ 8.88 | $ 7.63 | ||
2014 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance vesting, change in control percentage | 50.00% | |||
Stock-based compensation expense | $ 0 | $ 0 | ||
Options exercisable (in shares) | 0 | 0 | ||
2019 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for issuance (in shares) | 21,208,755 | |||
Stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 13,511,000 | $ 1,936,000 | ||
Vesting percentage | 25.00% | |||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Unrecognized stock-based compensation expense | $ 44,800,000 | |||
Unrecognized compensation cost, period for recognition | 3 years 9 months 18 days | |||
Dividend yield | 0.00% | 0.00% | ||
Stock option | 2014 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, hurdle rate | 8.00% | |||
Stock option | 2019 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Expiration period | 10 years | |||
Unrecognized stock-based compensation expense | $ 46,600,000 | |||
Unrecognized compensation cost, period for recognition | 3 years 1 month 6 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 16,813,000 | $ 599,000 | ||
Vesting period | 4 years | |||
Share price (more than) (in dollars per share) | $ 10 | |||
Incremental stock-based compensation expense | $ 4,500,000 | |||
Fair value of shares granted | $ 111,700,000 | |||
Unrecognized compensation cost, period for recognition | 3 years 6 months | 3 years 9 months 18 days | ||
Unrecognized compensation expense | $ 103,400,000 | $ 12,000,000 | ||
Restricted stock units | Tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Restricted stock units | Tranche two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Restricted stock units | Tranche three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Restricted stock units | Tranche four | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% |
Stock-Based Compensation (2014
Stock-Based Compensation (2014 Stock Plan Activity) (Details) - 2014 Stock Plan - $ / shares | 10 Months Ended | 12 Months Ended | |
Oct. 25, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares available for grant | |||
Granted (in shares) | 0 | (1,000) | |
Forfeited (in shares) | 154,775 | 134,125 | |
Cancelled (in shares) | (1,896,560) | ||
Number of shares granted | |||
Beginning balance (in shares) | 874,400 | 1,007,525 | |
Granted (in shares) | 0 | 1,000 | |
Forfeited (in shares) | (154,775) | (134,125) | |
Cancelled (in shares) | (719,625) | ||
Ending balance (in shares) | 0 | 874,400 | 1,007,525 |
Weighted- average exercise price | |||
Weighted-average exercise price, beginning (in dollars per share) | $ 7.70 | $ 7.69 | |
Granted (in dollars per share) | 0 | 9.44 | |
Forfeited (in dollars per share) | 7.68 | 7.72 | |
Cancelled (in dollars per share) | 7.70 | ||
Weighted-average exercise price, ending (in dollars per share) | $ 0 | $ 7.70 | $ 7.69 |
Weighted- average contractual term (in years) | |||
Weighted average contractual term | 0 years | 3 years 6 months 10 days | 4 years 6 months |
Stock option | |||
Shares available for grant | |||
Shares available for grant, beginning (in shares) | 1,741,785 | 1,608,660 | |
Authorized (in shares) | 0 | 0 | |
Shares available for grant, ending (in shares) | 0 | 1,741,785 | 1,608,660 |
Stock-Based Compensation (2019
Stock-Based Compensation (2019 Stock Plan Activity) (Details) - 2019 Stock Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | |||
Beginning balance (in shares) | 6,122,044 | 0 | |
Granted (in shares) | 1,919,640 | 6,212,609 | |
Exercised (in shares) | (218,955) | 0 | |
Forfeited options (in shares) | (1,026,684) | (90,565) | |
Ending balance (in shares) | 6,796,045 | 6,122,044 | 0 |
Options exercisable at December 31, 2019 (in shares) | 1,585,095 | ||
Weighted- average exercise price | |||
Weighted-average exercise price, beginning (in dollars per share) | $ 11.58 | $ 0 | |
Granted (in dollars per share) | 19.86 | 11.58 | |
Exercised (in dollars per share) | 11.79 | 0 | |
Forfeited options (in dollars per share) | 13.70 | 11.79 | |
Weighted-average exercise price, ending (in dollars per share) | 13.59 | $ 11.58 | $ 0 |
Options exercisable at December 31, 2019 (in dollars per share) | $ 12.36 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average contractual term | 8 years 7 months 6 days | 9 years 9 months 18 days | 0 years |
Options exercisable, weighted average contractual term | 7 years 10 months 24 days | ||
Options outstanding, aggregate intrinsic value | $ 68,888 | $ 0 | $ 0 |
Options exercisable, aggregate intrinsic value | $ 18,024 |
Stock-Based Compensation (RSU A
Stock-Based Compensation (RSU Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | ||
Beginning balance (in shares) | 1,767,714 | 0 |
Granted (in shares) | 5,752,331 | 1,795,209 |
Vested (in shares) | (2,130,763) | 0 |
Forfeited (in shares) | (628,498) | (27,495) |
Ending balance (in shares) | 4,760,784 | 1,767,714 |
Weighted Average Fair Value | ||
Beginning balance (in dollars per share) | $ 7.11 | $ 0 |
Granted (in dollars per share) | 19.42 | 7.11 |
Vested (in dollars per share) | 20.53 | 0 |
Forfeited (in dollars per share) | 14.71 | 7.11 |
Ending balance (in dollars per share) | $ 19.63 | $ 7.11 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - Stock option | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years | 6 years |
Volatility | 75.20% | 75.00% |
Risk free interest rate | 1.40% | 1.70% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 30,324 | $ 2,535 |
Stock option | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 13,511 | 1,936 |
Stock option | Selling, General & Administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 9,677 | 1,197 |
Stock option | Research & Development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,834 | 739 |
Restricted stock units | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 16,813 | 599 |
Restricted stock units | Selling, General & Administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 11,595 | 394 |
Restricted stock units | Research & Development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 5,218 | $ 205 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | 27 Months Ended | |||
Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Oct. 01, 2022USD ($) | Jun. 18, 2020USD ($)installment | Dec. 31, 2019USD ($) | |
Operating Leased Assets [Line Items] | ||||||
Long-term debt | $ 620 | $ 0 | ||||
Settlement amount awarded to other party | $ 1,900 | |||||
Legal settlement expense | 200 | |||||
Loss contingency accrued | 1,900 | |||||
Amount received from legal settlement | $ 28,000 | |||||
Commercial loan | Commercial loan | ||||||
Operating Leased Assets [Line Items] | ||||||
Long-term debt | $ 620 | $ 900 | $ 0 | |||
Number of installments | installment | 3 | |||||
Interest rate | 0.00% | |||||
Commercial loan | Commercial loan | Forecast | ||||||
Operating Leased Assets [Line Items] | ||||||
Annual payment | $ 300 | |||||
Minimum | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating lease, renewal term | 3 years | |||||
Maximum | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating lease, renewal term | 20 years |
Commitments and Contingencies_3
Commitments and Contingencies (Lease Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 5,318 | |
2022 | 4,053 | |
2023 | 3,840 | |
2024 | 3,833 | |
2025 | 3,833 | |
Thereafter | 30,830 | |
Total payments | 51,707 | |
Imputed interest/present value discount | (25,175) | |
Present value of liabilities | 26,532 | $ 24,221 |
Finance Leases | ||
2021 | 160 | |
2022 | 130 | |
2023 | 100 | |
2024 | 27 | |
2025 | 0 | |
Thereafter | 0 | |
Total payments | 417 | |
Imputed interest/present value discount | (45) | |
Present value of liabilities | 372 | |
Note payable | ||
2021 | 310 | |
2022 | 310 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total debt | $ 620 | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Defined contributions | $ 4.7 | $ 4.1 | $ 3.6 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash payments for: | |||
Income tax paid | $ 102 | $ 226 | $ 176 |
Schedule for noncash operating activities | |||
ASC 842 leases - Operating leases | 750 | 17,658 | |
Schedule for noncash investing activities | |||
Unpaid property, plant, and equipment received | 1,399 | 2,571 | 1,288 |
Schedule for noncash financing activities | |||
Conversion of VGH, LLC membership units to VGH, Inc. common stock | 0 | 114,648 | 0 |
Unpaid transaction costs | 0 | 4,875 | 0 |
Finance Leases | 117 | 430 | |
Issuance of common stock through "cashless" warrants exercised | 360,742 | 0 | 0 |
Issuance of common stock through RSUs vested | 43,738 | 0 | 0 |
Note payable | 620 | 0 | 0 |
Noncash financing activities, total | $ 405,217 | $ 119,953 | $ 0 |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 238 | $ 529 | $ 832 | $ 638 | $ 1,782 | $ 238 | $ 3,781 | $ 2,849 |
Gross Profit | 0 | 0 | 0 | 65 | 215 | 426 | 360 | 776 | 65 | 1,777 | 1,648 |
Net loss | $ (74,018) | $ (76,802) | $ (62,375) | $ (59,840) | $ (72,799) | $ (51,475) | $ (44,068) | $ (42,593) | $ (273,035) | $ (210,935) | $ (138,139) |
Basic net loss per share (in dollars per share) | $ (0.31) | $ (0.34) | $ (0.29) | $ (0.30) | $ (0.37) | $ (0.27) | $ (0.23) | $ (0.22) | |||
Diluted net loss per share (in dollars per share) | $ (0.31) | $ (0.34) | $ (0.29) | $ (0.30) | $ (0.37) | $ (0.27) | $ (0.23) | $ (0.22) | |||
Weighted average common shares outstanding (in shares) | 236,722,884 | 225,253,536 | 211,784,541 | 202,409,552 | 194,378,154 | 193,663,150 | 193,663,150 | 193,663,150 | 219,107,905 | 194,378,154 | 193,663,150 |