Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | 1700 Flight Way | ||
Entity Address, City or Town | Tustin | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92782 | ||
City Area Code | 949 | ||
Local Phone Number | 774-7640 | ||
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 | Yes | ||
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 | $ 1.4 | ||
Entity Common Stock, Shares Outstanding | 280,260,286 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its annual meeting of stockholders to be held in 2023 (the “2023 Annual Meeting”), to be filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated herein by reference where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filed as part hereof. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001706946 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Los Angeles, CA |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 302,291 | $ 524,481 |
Restricted cash | 40,336 | 25,549 |
Marketable securities, short-term | 606,716 | 79,418 |
Inventories | 24,043 | 29,668 |
Prepaid expenses and other current assets | 28,228 | 19,476 |
Total current assets | 1,001,614 | 678,592 |
Marketable securities, long-term | 30,392 | 301,463 |
Property, plant and equipment, net | 53,658 | 47,498 |
Other non-current assets | 54,274 | 41,281 |
Total assets | 1,139,938 | 1,068,834 |
Current liabilities: | ||
Accounts payable | 16,326 | 9,237 |
Accrued liabilities | 61,848 | 28,787 |
Customer deposits | 102,647 | 90,863 |
Other current liabilities | 3,232 | 2,636 |
Total current liabilities | 184,053 | 131,523 |
Non-current liabilities: | ||
Convertible senior notes, net | 415,720 | 0 |
Other long-term liabilities | 59,942 | 43,047 |
Total liabilities | 659,715 | 174,570 |
Commitments and contingencies (Note 16) | ||
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; 275,397,229 and 258,166,417 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 28 | 26 |
Additional paid-in capital | 2,111,316 | 2,019,750 |
Accumulated deficit | (1,623,795) | (1,123,643) |
Accumulated other comprehensive loss | (7,326) | (1,869) |
Total stockholders' equity | 480,223 | 894,264 |
Total liabilities and stockholders' equity | $ 1,139,938 | $ 1,068,834 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 275,397,229 | 258,166,417 |
Common stock, shares outstanding (in shares) | 275,397,229 | 258,166,417 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 2,312 | $ 3,292 | $ 238 |
Operating expenses: | |||
Customer experience | 1,906 | 272 | 173 |
Selling, general and administrative | 175,118 | 166,814 | 111,203 |
Research and development | 314,174 | 144,223 | 154,365 |
Depreciation and amortization | 11,098 | 11,518 | 9,781 |
Total operating expenses | 502,296 | 322,827 | 275,522 |
Operating loss | (499,984) | (319,535) | (275,284) |
Interest income | 12,502 | 1,208 | 2,277 |
Interest expense | (12,130) | (25) | (36) |
Change in fair value of warrants | 0 | (34,650) | (371,852) |
Other income, net | 58 | 182 | 14 |
Loss before income taxes | (499,554) | (352,820) | (644,881) |
Income tax expense | 598 | 79 | 6 |
Net loss | (500,152) | (352,899) | (644,887) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (146) | 129 | (54) |
Unrealized loss on marketable securities | (5,311) | (2,003) | 0 |
Total comprehensive loss | $ (505,609) | $ (354,773) | $ (644,941) |
Net loss per share: | |||
Basic (in dollars per share) | $ (1.89) | $ (1.43) | $ (2.94) |
Diluted (in dollars per share) | $ (1.89) | $ (1.43) | $ (2.94) |
Weighted-average shares outstanding: | |||
Weighted average common shares outstanding - basic (in shares) | 263,947 | 247,619 | 219,108 |
Weighted average common share outstanding - diluted (in shares) | 263,947 | 247,619 | 219,108 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2019 | 196,001,038 | ||||
Beginning balance at Dec. 31, 2019 | $ 343,230 | $ 20 | $ 469,008 | $ (125,857) | $ 59 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (644,887) | (644,887) | |||
Other comprehensive loss | (54) | (54) | |||
Stock-based compensation | 30,324 | 30,324 | |||
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 awards, 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 | 360,742 | $ 1 | 360,741 | ||
Issuance of common stock, net of costs (in shares) | 23,600,000 | ||||
Issuance of common stock, net of costs | 460,200 | $ 2 | 460,198 | ||
Transaction costs | (20,289) | (20,289) | |||
Ending balance (in shares) at Dec. 31, 2020 | 236,123,659 | ||||
Ending balance at Dec. 31, 2020 | 527,078 | $ 23 | 1,297,794 | (770,744) | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (352,899) | (352,899) | |||
Other comprehensive loss | (1,874) | (1,874) | |||
Stock-based compensation | 61,805 | 61,805 | |||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 2,880,108 | ||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (3,441) | $ 1 | (3,442) | ||
Common stock issued related to warrants exercised (in shares) | 5,422,217 | ||||
Common stock issued related to warrants exercised | 170,090 | 170,090 | |||
Issuance of common stock, net of costs (in shares) | 13,740,433 | ||||
Issuance of common stock, net of costs | 499,999 | $ 2 | 499,997 | ||
Transaction costs | $ (6,494) | (6,494) | |||
Ending balance (in shares) at Dec. 31, 2021 | 258,166,417 | 258,166,417 | |||
Ending balance at Dec. 31, 2021 | $ 894,264 | $ 26 | 2,019,750 | (1,123,643) | (1,869) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (500,152) | (500,152) | |||
Other comprehensive loss | (5,457) | (5,457) | |||
Stock-based compensation | 45,709 | 45,709 | |||
Issuance of common stock pursuant to stock-based compensation, net of withholding taxes (in shares) | 965,112 | ||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (3,935) | (3,935) | |||
Issuance of common stock, net of costs (in shares) | 16,265,700 | ||||
Issuance of common stock, net of costs | 103,328 | $ 2 | 103,326 | ||
Transaction costs | (1,216) | (1,216) | |||
Purchase of capped calls | $ (52,318) | (52,318) | |||
Ending balance (in shares) at Dec. 31, 2022 | 275,397,229 | 275,397,229 | |||
Ending balance at Dec. 31, 2022 | $ 480,223 | $ 28 | $ 2,111,316 | $ (1,623,795) | $ (7,326) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (500,152) | $ (352,899) | $ (644,887) |
Stock-based compensation | 45,709 | 61,805 | 30,324 |
Depreciation and amortization | 11,098 | 11,518 | 9,781 |
Amortization of debt issuance costs | 1,998 | 0 | 0 |
Change in fair value of warrant liability | 0 | 34,650 | 371,852 |
Other non-cash items | 10,800 | 11 | 96 |
Change in operating assets and liabilities: | |||
Inventories | 5,625 | 815 | 1,371 |
Other current and non-current assets | (2,810) | (3,465) | (2,417) |
Accounts payable and accrued liabilities | 35,151 | 7,935 | (1,010) |
Customer deposits | 11,784 | 7,652 | (151) |
Other current and long-term liabilities | 556 | 1,215 | 1,882 |
Net cash used in operating activities | (380,241) | (230,763) | (233,159) |
Cash flows from investing activities: | |||
Capital expenditures | (16,489) | (4,635) | (17,201) |
Purchases of marketable securities | (704,565) | (382,884) | 0 |
Proceeds from maturities and calls of marketable securities | 434,889 | 0 | 0 |
Net cash used in investing activities | (286,165) | (387,519) | (17,201) |
Cash flows from financing activities: | |||
Payments of finance lease obligations | (234) | (140) | (123) |
Proceeds from convertible senior notes | 425,000 | 0 | 0 |
Debt issuance costs | (11,278) | 0 | 0 |
Purchase of capped call | (52,318) | 0 | 0 |
Repayment of commercial loan | (310) | (310) | (310) |
Proceeds from issuance of common stock | 103,326 | 500,000 | 460,200 |
Proceeds from issuance of common stock pursuant to stock options exercised | 49 | 19,980 | 2,582 |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (3,984) | (23,401) | (4,767) |
Transaction costs related to issuance of common stock | (1,248) | (6,772) | (20,988) |
Net cash provided by financing activities | 459,003 | 489,357 | 436,594 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (207,403) | (128,925) | 186,234 |
Cash, cash equivalents and restricted cash at beginning of year. | 550,030 | 678,955 | 492,721 |
Cash, cash equivalents and restricted cash at end of year. | 342,627 | 550,030 | 678,955 |
Cash and cash equivalents | 302,291 | 524,481 | 665,924 |
Restricted cash | 40,336 | 25,549 | 13,031 |
Cash, cash equivalents and restricted cash | $ 342,627 | $ 550,030 | $ 678,955 |
Organization and its wholly own
Organization and its wholly owned subsidiaries ("VGH, Inc.") | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and its wholly owned subsidiaries ("VGH, Inc.") | OrganizationVirgin Galactic Holdings, Inc. and its wholly owned subsidiaries ("the "Company," "we," "us," "our," and similar terms) are focused on the development, manufacture and operation of spaceships and related technologies for the purpose of conducting commercial human spaceflight and flying commercial research and development payloads into space. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of PresentationThese consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation.Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for revenue, contract assets, contract liabilities, useful lives of property, plant and equipment, fair value of investments, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation, warrants, stock-based awards and contingencies.Cash and Cash EquivalentsThe Company's cash consists of cash on hand. All highly liquid investments with an original maturity of three months or less, when acquired, are accounted for as cash equivalents.Restricted CashRestricted cash consists of 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. Marketable SecuritiesThe Company's marketable securities have been classified as debt securities that are accounted for as "available-for-sale" securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classification at each balance sheet date. Marketable securities are classified as short-term and long-term based on the instrument's underlying contractual maturity date. The Company's marketable securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss) in the consolidated statements of stockholders' equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in the Company's consolidated statements of operations and comprehensive loss in the period in which such determination is madeAccounts ReceivableAccounts receivable are recorded at the invoiced amount and unbilled receivable, and do not bear interest. The Company estimates an 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, 2022 or 2021, and no write-offs for the years ended December 31, 2022, 2021 or 2020. The Company does not have any off balance sheet credit exposure related to its customers.InventoriesInventories consist of raw materials expected to be used for the development of the human spaceflight program and customer-specific contracts. Inventories are stated at the lower of cost or net realizable value. At the end of each reporting period, we evaluate whether the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes, and if so, a loss is recognized in the period in which it occurs. 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-technological feasibility means that materials issued from inventory into production of our vehicles, labor charges and overhead charges are charged to research and development ("R&D") expense.Property, Plant and Equipment Property, plant and equipment, net and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation on property, plant and equipment 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, plant and equipment are principally as follows: Asset Useful Life Buildings 39 years Aircraft 20 years Machinery and equipment 5 to 7 years Information technology software and equipment 3 to 5 years Leasehold improvements Shorter of the estimated useful life or lease term We incur repair and maintenance costs on major equipment, which is expensed as incurred. other non-current assets other current liabilities and long-term liabilities On January 1, 2022, the Company adopted Accounting Standards Update ("ASU") 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which removes from GAAP the liability and equity separation model for convertible instruments with either cash or beneficial conversion features. As a result, convertible debt instruments would only be separated into multiple components if they were issued at a substantial premium or if embedded derivatives requiring bifurcation were identified. The convertible senior notes (the "2027 Notes") were not issued at a substantial premium, and the Company analyzed the provisions of the notes and did not identify any material embedded features which would require bifurcation from the host debt. As such, the notes are accounted for entirely as a liability, net of unamortized issuance costs. At the end of each reporting period, we evaluate whether conditions are present that would require bifurcation. The carrying amount of the liability is classified as long-term as the instrument does not mature within one year of the balance sheet date and the holder is not permitted to demand repayment of the principal within one year of the balance sheet date. However, if conditions to convertibility are met as described further in Note 10, the Company may be required to reclassify the carrying amount of the liability to current. The embedded conversion features are not remeasured as long as they do not meet the separation requirement of a derivative. Issuance costs are amortized to interest expense using the effective interest rate method. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. In connection with the pricing of our 2027 Notes, the Company entered into capped call transactions with respect to its common stock (the "2027 Capped Calls"). The 2027 Capped Calls are purchased call options that give the Company the option to purchase shares of the Company's common stock, subject to anti-dilution adjustments substantially identical to those in the 2027 Notes. The Company's capped call transactions are accounted for as separate transactions from the 2027 Notes and are classified as equity instruments as a reduction to additional paid-in capital in the consolidated balance sheets. The instruments are initially recorded at fair value and not subsequently remeasured so long as they continue to qualify for equity classification based on the Company's intent and ability for the 2027 Capped Calls to be settled in shares of the Company's common stock. At the end of each reporting period, we evaluate whether the instruments continue to qualify for equity classification. The capped call transactions have the effect of reducing the number of shares outstanding if exercised, hence reduces the potential dilution. Therefore, the capped call transactions are anti-dilutive and not included in the calculation of diluted shares outstanding. See Note 10 for additional information on the 2027 Capped Calls. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: • Level 1 inputs : Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The fair value of the warrant liability was determined using the Black-Scholes valuation methodology and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility was based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the business combination in October 2019 (the “Virgin Galactic Business Combination"). The expected life was based on the remaining contractual term of the warrants, and the risk free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. The Company calculated the estimated fair value of the warrants as of December 31, 2020 using the following assumptions: Risk-free interest rate 0.25% Contractual term 3.82 years Expected volatility 80% Operating 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. We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to receive based on the contracted amount for those services. Our contracts generally include spaceflight operations and other revenue and engineering services revenue. Spaceflight operations and other revenue Spaceflight operations and other revenue is recognized for providing human spaceflights and carrying payload cargo into space, or a combination of the two. In addition, we have various sponsorship arrangements for which revenue is recognized over the sponsorship term. Human spaceflight services are those services provided to the majority of our customers. Spaceflight service revenue is recognized at a point in time upon successful completion of a spaceflight. Payload cargo services generally include performance obligations in which control is transferred over time. We recognize revenue on these fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the performance obligations. For contracts which include a combination of services, the Company assesses and accounts for individual services separately if they are distinct performance obligations, which often requires judgment based upon knowledge of the services and structure of the sales contract. We allocate the contract price to each performance obligation based on the estimated standalone selling price using observable pricing from our contracts with single performance obligations. Engineering services revenue Engineering services revenue is recognized for providing services for the research, design, development, manufacture, integration and sustainment of advanced technology aerospace systems, products and services. We have arrangements as a subcontractor to the primary contractor of a long-term contract with the U.S. Government and perform the specified work on a time-and-materials basis subject to a guaranteed maximum price. Our engineering services revenue contract obligates us to provide services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the ‘as-invoiced’ practical expedient to such revenues and, as a result, will bypass estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer. Membership revenue Membership revenue is recognized for providing access to Virgin Galactic's Future Astronaut community. This membership provides access to events and experiences, including exclusive weeks 'at home' with Virgin Galactic Astronaut 001, Sir Richard Branson. Each spaceflight ticket purchased after our ticket sale reopening in 2021 includes this membership. We allocate a portion of the contract price to the membership based on the estimated standalone selling price. We recognize revenue for these memberships over time based on the period of performance before the members' flight to space. Variable consideration We generally estimate variable consideration and refund liabilities at the most likely amount to which we expect to be entitled or owed and in certain cases based on the expected value, which requires judgment. Estimated variable consideration amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimated refund liability amounts are excluded in the transaction price to the extent it is probable that they are payable to the customer. Our estimates of variable consideration and refund liabilities, and determination of whether to include the estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information that is reasonably available to us. Disaggregation of revenue The Company does not disaggregate revenue for purposes of disclosure. Contract balances Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities relate to spaceflight operations and other revenue contracts and are recorded when cash payments are received or due in advance of performance. Cash payments for spaceflight services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as deferred revenue following the Company's delivery of the conditions of carriage to the customer and execution of an informed consent. As of December 31, 2022 and 2021, our contract liabilities are $102.6 million and $90.9 million, respectively. Contract liabilities were comprised of customer deposits for our spaceflight services and Future Astronaut community membership. Contract fulfillment costs The Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. Significant financing component In determining the transaction price, the Company assesses the existence of significant financing components in its arrangements and adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfers of goods or services to the customer. The arrangements related to our current offerings do not have a significant financing component as the payment terms are intended to enable customers to reserve the service, not to provide a financing benefit to the Company. Remaining performance obligations Research and development expense represents costs incurred to support activities that advance our human spaceflight system towards commercialization, including basic research, applied research, concept formulation studies, design, development, and related testing activities. Research and development costs consist primarily of the following costs for developing our spaceflight systems: • flight testing programs, including rocket motors, fuel, and payroll and benefits for pilots and ground crew performing test flights; • equipment, material, and labor hours (including from third-party contractors) for developing the spaceflight system’s structure, spaceflight propulsion system, and flight profiles; • rent, maintenance, and other overhead expenses allocated to the research and development departments; and • third-party fees to design and manufacture our next generation motherships, as well as manufacture key subassemblies for our next generation spaceships. As we are currently still in our final development and testing stage of our spaceflight system, we have expensed all research and development costs associated with developing and building our spaceflight system. We expect that our research and development expenses will decrease once technological feasibility is reached for our spaceflight systems as the costs incurred to manufacture additional spaceship vehicles, built by leveraging the invested research and development, will no longer qualify as research and development activities. 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 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. We account for stock-based employee compensation under the fair value recognition and measurement provisions, in accordance with applicable accounting standards, which requires compensation expense for the grant-date fair value of stock-based awards to be recognized over the requisite service period. We account for forfeitures when they occur. Service-Based Awards We have estimated the fair value for each service-based 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. Service-based stock options typically have a contractual term of 10 years. The time-based stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for restricted stock units ("RSUs") is based on the market price of the shares underlying the awards on the grant date. We recognize the stock-based compensation expense over the requisite service period, which is generally a vesting term of four years. Performance-Based Awards We have granted performance-based stock options ("PSOs") with market-based conditions. The number of PSOs that will vest depends on the attainment of certain stock price goals. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier expiration under certain terminations of service and other conditions. The PSOs granted have an exercise price equal to the closing stock price of our common stock on the grant date. We recognize compensation expense on the PSOs over the period between the grant date and the estimated vest date. We have estimated the fair value for each PSO and PSU award with market-based conditions as of the grant date using the Monte-Carlo simulation method. The Monte-Carlo simulation method considers, among other factors, the discount rates and future market conditions. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step-up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have a material impact to the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. It also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 1, 2022. In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260) , Debt-Modifications and Extinguishments (Subtopic 470-50) , Compensation-Stock Compensation (Topic 718) , and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarified and reduced diversity in an issuer's accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have a material impact to the Company's consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company licenses its brand name from certain entities affiliated with Virgin Enterprises Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” worldwide. Royalties payable, excluding sponsorship royalties, for the use of the license are the greater of 1% of revenue or $40,000 per quarter, prior to the commercial launch date. Sponsorship royalties payable are 25% of sponsorship revenue. We paid license and royalty fees of $0.2 million, $0.5 million and $0.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.The Company has a transition services agreement with Virgin Orbit, LLC ("VO") based on allocated operating expense from Virgin Orbit Holdings, Inc. and its subsidiaries (“VOH”), a majority owned company of Virgin Investments Limited ("VIL"), for operations-related functions based on an allocation methodology that considers our headcount, unless directly attributable to the business. Operating expense allocations include use of machinery and equipment, pilot services, and other general administrative expenses. We were allocated $0.1 million, $0.1 million and $0.5 million of operating expenses, net, from VOH for the years ended December 31, 2022, 2021 and 2020, respectively. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities The amortized cost, unrealized loss and estimated fair value of the Company's cash, cash equivalents and marketable securities are as follows: December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents: Cash and restricted cash $ 51,651 $ — $ 51,651 Money market 249,249 — 249,249 Certificate of deposits 41,727 — 41,727 Marketable securities: U.S. treasuries 79,570 (53) 79,517 Corporate bonds 564,853 (7,262) 557,591 Total cash, cash equivalents and marketable securities $ 987,050 $ (7,315) $ 979,735 December 31, 2021 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents: Cash and restricted cash $ 55,592 $ — $ 55,592 Money market 402,889 — 402,889 Certificate of deposits 91,549 — 91,549 Marketable securities: Corporate bonds 382,884 (2,003) 380,881 Total cash, cash equivalents and marketable securities $ 932,914 $ (2,003) $ 930,911 The Company included $1.0 million of current restricted cash held in a money market account as of December 31, 2021. No current restricted cash was held in a money market account as of December 31, 2022. The Company included $4.5 million and $2.3 million of interest receivable in prepaid expenses and other current assets as of December 31, 2022 and December 31, 2021, respectively. The Company recognizes amortization and accretion of purchase premiums and discounts on its marketable securities within interest income, net. The Company recognized $6.0 million and $2.1 million in amortization expense for our marketable securities within interest income, net for the years ended December 31, 2022 and December 31, 2021, respectively. We record gross realized gains and losses as a component of other income, net in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2022, the Company recognized a $0.3 million loss in other income, net. Gross realized gains and losses were immaterial for the year ended in December 31, 2021. The following table presents the contractual maturities of the Company's marketable securities as of December 31, 2022: December 31, 2022 Amortized Cost Estimated Fair Value (In thousands) Matures within one year $ 613,055 $ 606,716 Matures between one to two years 31,368 30,392 Total $ 644,423 $ 637,108 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are comprised of the following: December 31, 2022 2021 (In thousands) Raw materials $ 15,033 $ 21,127 Spare parts 9,010 8,541 Total $ 24,043 $ 29,668 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment Property, plant and equipment, net consists of the following: December 31, 2022 2021 (In thousands) Land $ 1,302 $ — Buildings 9,117 9,117 Aircraft 195 195 Machinery and equipment 37,223 37,002 Information technology software and equipment 33,387 23,523 Leasehold improvements 31,086 29,155 Construction in progress 4,339 2,901 116,649 101,893 Less: accumulated depreciation and amortization 62,991 54,395 Property, plant and equipment, net $ 53,658 $ 47,498 The following table sets forth a summary of depreciation and amortization expense related to property, plant and equipment: Year Ended December 31, 2022 2021 2020 (In thousands) Selling, general, and administrative $ 7,061 $ 6,364 $ 5,389 Research and development 4,037 5,154 4,392 $ 11,098 $ 11,518 $ 9,781 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
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 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 6.1% to 14.2% 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 associated with finance leases are included in selling, general and administrative expense and research and development expense. Interest expense associated with finance leases is included in interest expense on the consolidated statements of operations and comprehensive loss. The components of expense related to leases are as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Lease cost: Operating lease cost: $ 9,522 $ 5,528 $ 5,125 Variable lease cost 3,533 5,091 2,518 Short-term lease cost 12 32 278 Finance lease cost: Amortization expense for the assets under finance leases 163 136 129 Interest on finance lease liabilities 39 26 33 Total finance lease cost 202 162 162 Total lease cost $ 13,269 $ 10,813 $ 8,083 The components of supplemental cash flow information related to leases are as follows: Year Ended December 31, 2022 2021 2020 (In thousands, except term and rate data) Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,801 $ 5,535 $ 5,840 Operating cash flows from finance leases $ 39 $ 26 $ 33 Financing cash flows from finance leases $ 234 $ 140 $ 123 Non-cash activity: Assets acquired in exchange for lease obligations: Operating leases $ 16,338 $ 17,960 $ 750 Finance leases $ 575 $ 19 $ 117 Other Information: Weighted average remaining lease term: Operating leases (in years) 10.65 11.69 12.71 Finance leases (in years) 3.15 2.09 2.87 Weighted average discount rates: Operating leases 12.15 % 11.67 % 11.70 % Finance leases 12.40 % 8.17 % 8.43 % The supplemental consolidated balance sheet information related to leases is as follows: December 31, 2022 2021 (In thousands) Operating leases: Long-term right-of-use assets $ 48,463 $ 35,486 Short-term operating lease liabilities $ 3,020 $ 2,204 Long-term operating lease liabilities 56,645 39,965 Total operating lease liabilities $ 59,665 $ 42,169 |
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 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 6.1% to 14.2% 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 associated with finance leases are included in selling, general and administrative expense and research and development expense. Interest expense associated with finance leases is included in interest expense on the consolidated statements of operations and comprehensive loss. The components of expense related to leases are as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Lease cost: Operating lease cost: $ 9,522 $ 5,528 $ 5,125 Variable lease cost 3,533 5,091 2,518 Short-term lease cost 12 32 278 Finance lease cost: Amortization expense for the assets under finance leases 163 136 129 Interest on finance lease liabilities 39 26 33 Total finance lease cost 202 162 162 Total lease cost $ 13,269 $ 10,813 $ 8,083 The components of supplemental cash flow information related to leases are as follows: Year Ended December 31, 2022 2021 2020 (In thousands, except term and rate data) Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,801 $ 5,535 $ 5,840 Operating cash flows from finance leases $ 39 $ 26 $ 33 Financing cash flows from finance leases $ 234 $ 140 $ 123 Non-cash activity: Assets acquired in exchange for lease obligations: Operating leases $ 16,338 $ 17,960 $ 750 Finance leases $ 575 $ 19 $ 117 Other Information: Weighted average remaining lease term: Operating leases (in years) 10.65 11.69 12.71 Finance leases (in years) 3.15 2.09 2.87 Weighted average discount rates: Operating leases 12.15 % 11.67 % 11.70 % Finance leases 12.40 % 8.17 % 8.43 % The supplemental consolidated balance sheet information related to leases is as follows: December 31, 2022 2021 (In thousands) Operating leases: Long-term right-of-use assets $ 48,463 $ 35,486 Short-term operating lease liabilities $ 3,020 $ 2,204 Long-term operating lease liabilities 56,645 39,965 Total operating lease liabilities $ 59,665 $ 42,169 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The components of accrued liabilities are as follows: December 31, 2022 2021 (In thousands) Accrued payroll $ 3,861 $ 4,214 Accrued vacation 7,132 5,372 Accrued bonus 15,561 12,218 Accrued contract and subcontract labor 16,415 1,147 Other accrued expenses 18,879 5,836 Total accrued liabilities $ 61,848 $ 28,787 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debt [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes On January 19, 2022, the Company completed an offering of $425 million aggregate principal amount of the 2027 Notes. The 2027 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 2.50% per year. Interest is payable in cash semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2022. The 2027 Notes mature on February 1, 2027 unless earlier repurchased, redeemed or converted. The terms of the 2027 Notes are governed by an Indenture by and between the Company and U.S. Bank National Association, as Trustee (the "2027 Indenture"). Upon conversion by the noteholders, the 2027 Notes may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, par value $0.0001 per share (the “common stock”), at our election, based on the conversion rate. The 2027 Notes are convertible at an initial conversion rate of 78.1968 shares of common stock per $1,000 principal amount of the 2027 Notes, which is equal to an initial conversion price of approximately $12.79 per share of common stock, subject to adjustment upon the occurrence of certain events. Noteholders will have the right to convert their notes during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2022, under the following circumstances: • during any calendar quarter after June 30, 2022 (and only during such calendar quarter) if the last reported sale price of the Company's common stock for each of at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding calendar quarter is more than 130% of the then applicable conversion price for the Notes per share of common stock; • during the five consecutive business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2027 Notes for each day of that period was less than 98% of the product of the last reported sale price of our common stock and the then applicable conversion rate; • the Company calls any or all of the 2027 Notes for redemption, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the 2027 Notes are not otherwise convertible at such time; or • specified distributions to holders of our common stock are made or specified corporate events occur, as described in the 2027 Indenture. On and after November 1, 2026, noteholders will have the right to convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions in cash, in shares of its common stock or in a combination of cash and shares of its common stock. During the year ended December 31, 2022, the conditions allowing holders of the 2027 Notes to convert were not met, and as a result, the 2027 Notes were classified as noncurrent liabilities as of December 31, 2022. The 2027 Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company's option at any time, and from time to time, on or after February 6, 2025 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. During the year ended December 31, 2022, the Company did not redeem any of the 2027 Notes. Holders of the 2027 Notes who convert their 2027 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2027 Indenture) or in connection with the Company's issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2027 Indenture), holders of the 2027 Notes may require the Company to repurchase all or a portion of their 2027 Notes at a price equal to the principal amount of the 2027 Notes being repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The net carrying value of the 2027 Notes is as follows: December 31, 2022 (In thousands) Principal $ 425,000 Less: unamortized debt issuance costs 9,280 Net carrying amount $ 415,720 During the year ended December 31, 2022, we recognized $12.1 million of interest expense on our 2027 Notes, including $2.0 million of amortized debt issuance costs. Capped Call Transactions In connection with the issuance of the 2027 Notes, the Company entered into capped call transactions with respect to its common stock. The 2027 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2027 Notes, approximately 33 million shares of its common stock for approximately $12.79 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2027 Notes, exercisable upon conversion of the 2027 Notes. The 2027 Capped Calls have initial cap prices of $20.06 per share (subject to adjustment), which represents a premium of 100% over the closing price of the Company's common stock on January 13, 2022, and will expire in 2027, if not exercised earlier. The 2027 Capped Calls are intended to reduce potential dilution to the Company's common stock upon any conversion of the 2027 Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2027 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the 2027 Capped Call transactions. The 2027 Capped Calls are separate transactions, each between the Company and the applicable option counterparty, and are not part of the terms of the 2027 Notes and will not affect any holders' rights under the 2027 Notes or the 2027 Indenture. Holders of the 2027 Notes will not have any rights with respect to the 2027 Capped Call transactions. The Company paid an aggregate amount of $52.3 million for the 2027 Capped Calls. As these transactions meet certain accounting criteria, the amount paid for the 2027 Capped Calls was recorded as a reduction to additional paid-in capital in the 2022 consolidated balance sheets. The fair value of the 2027 Capped Calls is not remeasured each reporting period so long as they continue to qualify for equity classification, which they did for the current period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes consists of the following components: Year Ended December 31, 2022 2021 2020 (In thousands) United States $ (500,240) $ (353,807) $ (645,508) International 686 987 627 Loss before income taxes $ (499,554) $ (352,820) $ (644,881) The components of income tax expense are as follows: Current Deferred Total (In thousands) Year ended December 31, 2022 Federal $ — $ — $ — State 2 — 2 Foreign 503 93 596 $ 505 $ 93 $ 598 Year ended December 31, 2021 Federal $ — $ — $ — State 4 — 4 Foreign 92 (17) 75 $ 96 $ (17) $ 79 Year ended December 31, 2020 Federal $ — $ — $ — State — — — Foreign (114) 120 6 $ (114) $ 120 $ 6 Significant items comprising the Company’s deferred taxes are as follows: December 31, 2022 2021 (In thousands) Deferred tax assets: Net operating losses $ 282,968 $ 200,670 Research and development credits 40,482 23,601 Capitalized research and experimental expenditures 54,567 — Accruals not currently deductible 5,577 4,661 Lease-related liabilities 15,426 10,530 Property, plant and equipment 2,072 1,606 Goodwill 226,261 237,394 Stock-based compensation 10,754 5,808 Related party expenses 3,176 2,461 Other 5,308 1,270 Total gross deferred tax assets 646,591 488,001 Valuation allowance (633,278) (479,125) Net deferred tax assets 13,313 8,876 Deferred tax liabilities: Property, plant and equipment (80) (2) Tenant improvement allowance (862) — Operating lease right-of-use assets (12,398) (8,809) Total gross deferred tax liabilities (13,340) (8,811) Net deferred tax assets (liabilities) $ (27) $ 65 Based on the Company's earnings history and available objectively verifiable positive and negative evidence, the Company determined that it is more likely than not that a substantial portion of its deferred tax assets will not be realized in the future. As of December 31, 2022 and 2021, the Company recorded a valuation allowance of $633.3 million and $479.1 million, respectively, against its deferred tax assets that were determined to not be more likely than not realizable. A reconciliation of income tax expense (benefit) with the amount computed by applying the federal statutory tax rates to loss before income taxes is as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Expected income tax benefit at the federal statutory rate $ (104,906) $ (74,092) $ (135,425) State income taxes (42,457) (59,527) 14,645 Research and development (9,077) (1,292) (10,785) Remeasurement of warrants — 7,276 78,089 Change in valuation allowance 152,617 137,926 58,685 Stock-based compensation (605) (10,831) (5,316) Other, net 5,026 619 113 Total $ 598 $ 79 $ 6 As of December 31, 2022, the Company had approximately $1.1 billion and $1.0 billion of federal and state net operating loss ("NOL") carryforwards, respectively. All NOLs incurred during the year ended December 31, 2019 and thereafter 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 expenditures within the meaning of Internal Revenue Code ("IRC") Section 41 and are, therefore, eligible for the increasing research activities credit under IRC Section 41. The R&D tax credit carryforward as of December 31, 2022 is $32.7 million and $22.6 million for federal and state purposes, 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 IRC, the Company’s ability to utilize NOL 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 NOL carryforwards and tax credits, even if the Company achieves profitability. 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, 2022, the Company has total uncertain tax positions of $10.1 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: Year Ended December 31, 2022 2021 (In thousands) Balance at the beginning of the year $ 5,901 $ 4,847 Additions based on tax positions related to current year 4,219 2,549 Deductions based on tax positions related to prior years — (1,495) Balance at the end of year $ 10,120 $ 5,901 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 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, 2022. The U.S. federal and state income tax returns for the period from October 26, 2019 through December 31, 2019 and annual periods thereafter remain subject to examination. The statute of limitations for our foreign tax jurisdiction is open for tax years after December 31, 2020. On December 22, 2017, former President Trump signed into law the Tax Cuts and Jobs Act ("TCJA"). The TCJA included multiple provisions, including the modification of IRC Section 174. Effective for tax years beginning after December 31, 2021, research and experimental (“R&E”) expenditures as defined by IRC Section 174 must be capitalized for tax purposes. As of December 31, 2022, the Company capitalized an estimated $212.6 million of R&E expenditures. R&E expenditures are amortized ratably for tax purposes over a 5-year period (or 15-year period for R&E expenditures attributable to foreign research). |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
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 class of capital stock are as follows: Preferred Stock - 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. 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 of $460.2 million, before deducting underwriting discounts and commissions and other expenses payable by the Company. The Company incurred $20.9 million of transaction costs including underwriting discounts and commissions. At The Market Offerings On July 12, 2021, the Company entered into a distribution agency agreement with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (each, an “Agent” and collectively, the “Agents”) providing for the offer and sale of up to $500.0 million of shares of the Company’s common stock, par value $0.0001 per share, through an "at the market offering" program ("ATM"), from time to time by the Company through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal (the “2021 ATM program”). We completed available offerings under the 2021 ATM program on July 16, 2021, generating $500.0 million in gross proceeds through the sale of 13,740,433 shares of the Company's common stock, before deducting $6.2 million in underwriting discounts, commissions and other expenses payable by the Company. On August 4, 2022, the Company entered into a distribution agency agreement with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC providing for the offer and sale of up to $300.0 million of shares of the Company’s common stock, par value $0.0001 per share, through an ATM (the "2022 ATM program"). As of December 31, 2022, we sold a total of 16,265,700 shares of the Company's common stock under the 2022 ATM program, generating $103.3 million in gross proceeds, before deducting $1.2 million in underwriting discounts, commissions and other expenses payable by the Company. Stockholders' Agreement In connection with the closing of the Virgin Galactic Business Combination in October 2019, the Company entered into a stockholders’ agreement with certain of the Company’s investors. Pursuant to the terms of the Stockholders’ Agreement, as long as Virgin Investments Limited ("VIL") is entitled to designate two directors to the Company’s board of directors, the Company must obtain VIL’s prior written consent to engage in certain corporate transactions and management functions such as business combinations, disposals, acquisitions, incurring indebtedness, and engagement of professional advisors, among others. Warrants and Warrant Redemption The Company classified its public and private placement warrants as liabilities in accordance with ASC 815 (Derivatives and Hedging). The warrant liability was recorded on the consolidated balance sheet at fair value on the issue date, with subsequent changes in their fair value recognized in the consolidated statements of operations and comprehensive loss at each reporting date. As of December 31, 2022 and 2021, there were no public or private placement warrants outstanding. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table presents net loss per share and related information: Year Ended December 31, 2022 2021 2020 (In thousands, except per share amounts) Basic and diluted: Net loss $ (500,152) $ (352,899) $ (644,887) Weighted average common shares outstanding 263,947 247,619 219,108 Basic and diluted net loss per share $ (1.89) $ (1.43) $ (2.94) 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. The Company excluded the potential dilutive effect of outstanding stock options and unvested RSUs, as described in Note 14, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. Potentially dilutive securities that were not included in the diluted per share calculation for these periods, as they would have an anti-dilutive impact on net loss per share, are as follows: December 31, 2022 2021 2020 (In thousands) Stock options issued and outstanding 3,365 4,254 6,796 Performance stock options issued and outstanding 406 — — Unvested restricted stock units issued and outstanding 4,388 2,397 4,761 Unvested performance stock units issued and outstanding 303 90 — Shares related to the 2027 Notes (1) 33,234 — — Warrants to purchase shares of common stock — — 8,000 41,696 6,741 19,557 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2019 Incentive Award Plan The Board and stockholders of the Company adopted the 2019 Incentive Award Plan ( the " 2019 Plan"). Pursuant to the 2019 Plan, up to 21,208,755 shares of common stock have been reserved for issuance, upon exercise of awards made to employees, directors and other service providers. Under the 2019 Plan, the Company has the ability to grant incentive stock options, non-qualified stock options and RSUs to employees, directors and other service providers. PSUs are RSUs that vest based on achievement of specified performance criteria. PSOs are stock options that vest based on achievement of specified performance criteria. Common Stock Reserved for Future Issuance The following summarizes the total number of shares of common stock reserved for future issuance as of December 31, 2022: Shares Stock options outstanding 3,364,935 Performance stock options outstanding 405,680 Restricted stock units outstanding 4,387,525 Performance stock units outstanding 303,337 Authorized for future issuance under stock incentive plan 5,144,609 13,606,086 Time-Based Stock Options Stock options (other than PSOs) typically vest over four years with 25% 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 weighted average grant date fair value of the stock options issued in 2022 was $1.5 million and was estimated using a Black-Scholes model with the following assumptions: Expected life (in years) 6.1 Expected volatility 69.0 % Risk free interest rate 2.2 % Dividend yield — % Total time-based stock options activity for the years ended December 31, 2022 and 2021 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value (Dollars in thousands, except per share amounts) Options outstanding at December 31, 2020 6,796,045 $ 13.59 8.6 $ 68,888 Granted — — Exercised (1,601,857) 12.47 Forfeited (940,421) 13.27 Options outstanding at December 31, 2021 4,253,767 14.09 7.6 $ 6,187 Granted 303,030 7.99 $ 4.95 Exercised (4,182) 11.79 Forfeited (1,187,680) 13.87 Options outstanding at December 31, 2022 3,364,935 $ 13.63 7.1 $ — Options exercisable at December 31, 2022 2,144,827 $ 13.48 6.7 $ — The aggregate intrinsic value is calculated based on the difference between the Company's 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. Performance Stock Options Compensation expense on PSOs is recognized over the period between the grant date and the estimated vest date. The number of PSOs that will vest depends on the attainment of certain stock price goals. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier expiration under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. The weighted-average grant date fair value of the PSOs issued in 2022 was $2.0 million and was estimated using a Monte-Carlo simulation with the following assumptions: Expected exercise behavior 75.0 % Expected Volatility 58.0 % Risk free interest rate 2.2 % Dividend yield — % Total PSO activity for the year ended December 31, 2022 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value ($) (Dollars in thousands, except per share amounts) PSOs outstanding at December 31, 2021 — $ — 0 — Granted 405,680 8.99 4.93 Exercised — — Forfeited options — — PSOs outstanding at December 31, 2022 405,680 $ 8.99 9.2 — PSOs exercisable at December 31, 2022 — $ — 0 — The 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 RSUs typically vest over four years with 25% cliff vest at the first year anniversary of the grant date and ratably over the next three years. The 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 all RSUs granted during the year ended December 31, 2022 was $35.1 million. Total RSU activity during the years ended December 31, 2022 and 2021 is as follows: Shares Weighted Average Fair Value Outstanding at December 31, 2020 4,760,784 $ 19.63 Granted 988,781 34.03 Vested (2,100,931) 18.30 Forfeited (1,251,902) 17.41 Outstanding at December 31, 2021 2,396,732 27.89 Granted 4,317,161 8.14 Vested (1,545,981) 19.99 Forfeited (780,387) 16.46 Outstanding at December 31, 2022 4,387,525 $ 12.64 Award Modification On March 10, 2020, we modified 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 is prospectively expensed over the remaining vesting period. Total incremental stock-based compensation expense recorded as a result of the modification was $2.8 million, $5.4 million and $4.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Performance Stock Units Between 25% and 200% of outstanding PSUs are eligible to vest based on the achievement of certain performance-based or market-based conditions by specified target dates, subject to continued service through the applicable vesting dates. PSUs with performance-based conditions are amortized over the requisite service period in which it is probable that the condition will be achieved. PSUs with market-based conditions will vest based on the Company's common stock performance following the end of the three-year performance measurement period, based on the highest closing price over twenty consecutive trading days during that period. PSUs with market-based conditions cannot vest before the end of the performance measurement period, thus the requisite service period is three years. All PSUs outstanding as of December 31, 2022 vest based on market-based conditions following the end of the three-year performance measurement period. The weighted average grant date fair value of the PSUs issued in 2022 was $4.4 million and was estimated using a Monte-Carlo simulation with the following assumptions: Expected volatility (1) 94.6 % Risk free interest rate (2) 2.5 % Dividend yield (3) — % (1) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (2) The risk-free interest rate for the periods within the contractual term of the units is based on the U.S. Treasury yield curve in effect at the time of the grant. (3) The Company does not currently pay dividends nor has announced plans to begin paying dividends. Total PSU activity during the years ended December 31, 2022 and 2021 is as follows: Shares Weighted Average Fair Value Outstanding at December 31, 2020 — $ — Granted 94,689 26.70 Vested — — Forfeited (4,850) 30.93 Outstanding at December 31, 2021 89,839 26.47 Granted 326,016 13.50 Vested — — Forfeited (112,518) 26.17 Outstanding at December 31, 2022 303,337 $ 13.46 Stock-Based Compensation A summary of the components of stock-based compensation expense included in selling, general and administrative and research and development expenses in the consolidated statements of operations and comprehensive loss is as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Stock option and PSO expense: Selling, general and administrative $ 7,662 $ 14,258 $ 9,677 Research and development 2,610 3,211 3,834 Total stock option and PSO expense 10,272 17,469 13,511 RSU and PSU expense: Selling, general and administrative 24,293 31,923 11,595 Research and development 11,144 12,413 5,218 Total RSU and PSU expense 35,437 44,336 16,813 Total stock-based compensation expense $ 45,709 $ 61,805 $ 30,324 As of December 31, 2022 we had unrecognized stock-based compensation expense of $10.4 million for stock options and $0.4 million for PSOs. These amounts are expected to be recognized over weighted-average periods of 1.9 years and 0.6 years, respectively. Unrecognized stock-based compensation expense as of December 31, 2022 for RSUs and PSUs totaled $68.2 million and $3.1 million, respectively, which are expected to be recognized over weighted-average periods of 2.4 years and 2.3 years, respectively. Income tax benefits recognized from stock-based compensation in each of the periods presented were immaterial due to cumulative net losses and valuation allowances. No amounts relating to stock-based compensation were capitalized and included in the Company's consolidated balance sheet for any period presented. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables presents the Company's financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy as of December 31, 2022 and 2021: December 31, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market $ 249,249 $ — $ — $ 249,249 Certificate of deposits 41,727 — — 41,727 U.S. treasuries 79,517 — — 79,517 Corporate bonds — 557,591 — 557,591 Total assets at fair value $ 370,493 $ 557,591 $ — $ 928,084 December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market $ 402,889 $ — $ — $ 402,889 Certificate of deposits 91,549 — — 91,549 Corporate bonds — 380,881 — 380,881 Total assets at fair value $ 494,438 $ 380,881 $ — $ 875,319 The following tables presents the Company's financial liabilities that are recorded at amortized cost, segregated among the appropriate levels within the fair value hierarchy as of December 31, 2022: December 31, 2022 Level 1 Level 2 Level 3 Total (In thousands) Liabilities: 2027 Notes $ — $ 193,439 $ — $ 193,439 Total liabilities at fair value $ — $ 193,439 $ — $ 193,439 The estimated fair value of the 2027 Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the 2027 Notes in an over-the-counter market on the last business day of the period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company has certain noncancellable operating leases primarily for its premises. These leases generally contain renewal options for periods ranging from 3 to 20 years and require the Company to pay all executory costs, such as maintenance and insurance. Certain lease arrangements have rent free periods or escalating payment provisions, and we recognize rent expense of such arrangements on a straight line basis. Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of December 31, 2022 are as follows: Operating Leases Finance (In thousands) Year ending December 31: 2023 $ 8,613 $ 264 2024 10,034 188 2025 10,190 158 2026 10,347 113 2027 10,313 — Thereafter 61,374 — Total payments 110,871 723 Less: Present value discount/imputed interest 51,206 128 Present value of lease liabilities $ 59,665 $ 595 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, 2022, would not be material to the Company’s consolidated financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability or financial impact to the Company from legal proceedings, lawsuits and other claims could differ materially from those projected. Lavin v. the Company On May 28, 2021, a class action complaint was filed against us in the Eastern District of New York captioned Lavin v. Virgin Galactic Holdings, Inc., Case No. 1:21-cv-03070. In September 2021, the Court appointed Robert Scheele and Mark Kusnier as co-lead plaintiffs for the purported class. Co-lead plaintiffs amended the complaint in December 2021, asserting violations of Sections 10(b), 20(a) and 20A of the Exchange Act of 1934 against us and certain of our current and former officers and directors on behalf of a putative class of investors who purchased our common stock between July 10, 2019 and October 14, 2021. The amended complaint alleges, among other things, that we and certain of our current and former officers and directors made false and misleading statements and failed to disclose certain information regarding the safety of the Company's ships and success of its commercial flight program. Co-lead plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief. The defendants moved to dismiss the amended complaint and, on November 7, 2022, the court granted in part and denied in part the defendants’ motion and gave the plaintiffs leave to file a further amended complaint. Plaintiffs’ filed a second amended complaint on December 12, 2022. The second amended complaint contains many of the same allegations as in the first amended complaint. The Company intends to continue to vigorously defend against this matter. Spiteri, Grenier, Laidlaw, and St. Jean derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors On February 21, 2022, March 1, 2022, September 21, 2022, and December 13, 2022, four alleged shareholders filed separate derivative complaints purportedly on behalf of the Company against certain of our current and former officers and directors in the Eastern District of New York captioned Spiteri v. Branson et al., Case No. 1:22-cv-00933, Grenier v. Branson et al., Case No. 1:22-cv-01100, Laidlaw v. Branson et al., Case No. 1:22-cv-05634, and St. Jean v. Branson et al., Case No. 1:22-cv-7551, respectively. Collectively, the complaints assert violations of Sections 10(b), 14(a), and 21D of the Exchange Act of 1934 and claims of breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, contribution and indemnification, and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above. The complaints seek an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. The cases are at a preliminary stage. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansThe 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. Contributions by the Company were $5.8 million, $5.6 million and $4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Year ended December 31, 2022 2021 2020 (In thousands) Supplemental disclosure of cash flow information: Cash payments for: Income taxes $ 80 $ 109 $ 102 Interest 5,667 — — Supplemental disclosure of non-cash investing and financing activities: Unpaid purchases of property, plant and equipment $ 4,999 $ 1,109 $ 1,399 Issuance of common stock through "cashless" warrants exercised — 170,090 360,742 Issuance of common stock through RSUs vested 11,074 57,658 43,738 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThese consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for revenue, contract assets, contract liabilities, useful lives of property, plant and equipment, fair value of investments, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation, warrants, stock-based awards and contingencies. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company's cash consists of cash on hand. All highly liquid investments with an original maturity of three months or less, when acquired, are accounted for as cash equivalents. |
Restricted Cash | Restricted CashRestricted cash consists of 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. |
Marketable Securities | Marketable SecuritiesThe Company's marketable securities have been classified as debt securities that are accounted for as "available-for-sale" securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classification at each balance sheet date. Marketable securities are classified as short-term and long-term based on the instrument's underlying contractual maturity date. The Company's marketable securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss) in the consolidated statements of stockholders' equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in the Company's consolidated statements of operations and comprehensive loss in the period in which such determination is made |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at the invoiced amount and unbilled receivable, and do not bear interest. The Company estimates an 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, 2022 or 2021, and no write-offs for the years ended December 31, 2022, 2021 or 2020. The Company does not have any off balance sheet credit exposure related to its customers. |
Inventories | InventoriesInventories consist of raw materials expected to be used for the development of the human spaceflight program and customer-specific contracts. Inventories are stated at the lower of cost or net realizable value. At the end of each reporting period, we evaluate whether the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes, and if so, a loss is recognized in the period in which it occurs. 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-technological feasibility means that materials issued from inventory into production of our vehicles, labor charges and overhead charges are charged to research and development ("R&D") expense. |
Property, Plant, and Equipment | Property, Plant and Equipment Property, plant and equipment, net and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation on property, plant and equipment 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, plant and equipment are principally as follows: Asset Useful Life Buildings 39 years Aircraft 20 years Machinery and equipment 5 to 7 years Information technology software and equipment 3 to 5 years Leasehold improvements Shorter of the estimated useful life or lease term We incur repair and maintenance costs on major equipment, which is expensed as incurred. |
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 a 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. ROU assets are presented in other non-current assets other current liabilities and long-term liabilities |
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 on the Company's 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, 2022 and 2021, net capitalized software, totaled $5.3 million and $2.0 million, including accumulated amortization of $10.4 million and $8.4 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 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. |
Convertible Senior Notes | Convertible Senior Notes On January 1, 2022, the Company adopted Accounting Standards Update ("ASU") 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which removes from GAAP the liability and equity separation model for convertible instruments with either cash or beneficial conversion features. As a result, convertible debt instruments would only be separated into multiple components if they were issued at a substantial premium or if embedded derivatives requiring bifurcation were identified. The convertible senior notes (the "2027 Notes") were not issued at a substantial premium, and the Company analyzed the provisions of the notes and did not identify any material embedded features which would require bifurcation from the host debt. As such, the notes are accounted for entirely as a liability, net of unamortized issuance costs. At the end of each reporting period, we evaluate whether conditions are present that would require bifurcation. The carrying amount of the liability is classified as long-term as the instrument does not mature within one year of the balance sheet date and the holder is not permitted to demand repayment of the principal within one year of the balance sheet date. However, if conditions to convertibility are met as described further in Note 10, the Company may be required to reclassify the carrying amount of the liability to current. The embedded conversion features are not remeasured as long as they do not meet the separation requirement of a derivative. Issuance costs are amortized to interest expense using the effective interest rate method. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. |
Capped Call Transactions | Capped Call Transactions In connection with the pricing of our 2027 Notes, the Company entered into capped call transactions with respect to its common stock (the "2027 Capped Calls"). The 2027 Capped Calls are purchased call options that give the Company the option to purchase shares of the Company's common stock, subject to anti-dilution adjustments substantially identical to those in the 2027 Notes. The Company's capped call transactions are accounted for as separate transactions from the 2027 Notes and are classified as equity instruments as a reduction to additional paid-in capital in the consolidated balance sheets. The instruments are initially recorded at fair value and not subsequently remeasured so long as they continue to qualify for equity classification based on the Company's intent and ability for the 2027 Capped Calls to be settled in shares of the Company's common stock. At the end of each reporting period, we evaluate whether the instruments continue to qualify for equity classification. The capped call transactions have the effect of reducing the number of shares outstanding if exercised, hence reduces the potential dilution. Therefore, the capped call transactions are anti-dilutive and not included in the calculation of diluted shares outstanding. See Note 10 for additional information on the 2027 Capped Calls. |
Fair Value Measurements | Fair Value Measurements We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: • Level 1 inputs : Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The fair value of the warrant liability was determined using the Black-Scholes valuation methodology and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility was based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the business combination in October 2019 (the “Virgin Galactic Business Combination"). The expected life was based on the remaining contractual term of the warrants, and the risk free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. The Company calculated the estimated fair value of the warrants as of December 31, 2020 using the following assumptions: Risk-free interest rate 0.25% Contractual term 3.82 years Expected volatility 80% |
Segments | Segments Operating 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 Income | Comprehensive IncomeComprehensive income generally represents all changes in equity other than transactions with owners. Our comprehensive loss consists of net loss, foreign currency translation adjustments and any unrealized gains or losses on marketable debt securities. |
Revenue Recognition | Revenue Recognition We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to receive based on the contracted amount for those services. Our contracts generally include spaceflight operations and other revenue and engineering services revenue. Spaceflight operations and other revenue Spaceflight operations and other revenue is recognized for providing human spaceflights and carrying payload cargo into space, or a combination of the two. In addition, we have various sponsorship arrangements for which revenue is recognized over the sponsorship term. Human spaceflight services are those services provided to the majority of our customers. Spaceflight service revenue is recognized at a point in time upon successful completion of a spaceflight. Payload cargo services generally include performance obligations in which control is transferred over time. We recognize revenue on these fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the performance obligations. For contracts which include a combination of services, the Company assesses and accounts for individual services separately if they are distinct performance obligations, which often requires judgment based upon knowledge of the services and structure of the sales contract. We allocate the contract price to each performance obligation based on the estimated standalone selling price using observable pricing from our contracts with single performance obligations. Engineering services revenue Engineering services revenue is recognized for providing services for the research, design, development, manufacture, integration and sustainment of advanced technology aerospace systems, products and services. We have arrangements as a subcontractor to the primary contractor of a long-term contract with the U.S. Government and perform the specified work on a time-and-materials basis subject to a guaranteed maximum price. Our engineering services revenue contract obligates us to provide services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the ‘as-invoiced’ practical expedient to such revenues and, as a result, will bypass estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer. Membership revenue Membership revenue is recognized for providing access to Virgin Galactic's Future Astronaut community. This membership provides access to events and experiences, including exclusive weeks 'at home' with Virgin Galactic Astronaut 001, Sir Richard Branson. Each spaceflight ticket purchased after our ticket sale reopening in 2021 includes this membership. We allocate a portion of the contract price to the membership based on the estimated standalone selling price. We recognize revenue for these memberships over time based on the period of performance before the members' flight to space. Variable consideration We generally estimate variable consideration and refund liabilities at the most likely amount to which we expect to be entitled or owed and in certain cases based on the expected value, which requires judgment. Estimated variable consideration amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimated refund liability amounts are excluded in the transaction price to the extent it is probable that they are payable to the customer. Our estimates of variable consideration and refund liabilities, and determination of whether to include the estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information that is reasonably available to us. Disaggregation of revenue The Company does not disaggregate revenue for purposes of disclosure. Contract balances Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities relate to spaceflight operations and other revenue contracts and are recorded when cash payments are received or due in advance of performance. Cash payments for spaceflight services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as deferred revenue following the Company's delivery of the conditions of carriage to the customer and execution of an informed consent. As of December 31, 2022 and 2021, our contract liabilities are $102.6 million and $90.9 million, respectively. Contract liabilities were comprised of customer deposits for our spaceflight services and Future Astronaut community membership. Contract fulfillment costs The Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. Significant financing component In determining the transaction price, the Company assesses the existence of significant financing components in its arrangements and adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfers of goods or services to the customer. The arrangements related to our current offerings do not have a significant financing component as the payment terms are intended to enable customers to reserve the service, not to provide a financing benefit to the Company. Remaining performance obligations |
Customer Experience | Customer ExperienceCustomer experience expenses related to spaceflight operations include the consumption of a rocket motor and fuel and other consumables, as well as payroll and benefits for our pilots and ground crew. Customer experience expenses related to the payload cargo services, as well as engineering services, consist of materials and human capital, such as payroll and benefits, to perform these services. Additionally, customer experience expenses include costs associated with maintaining and growing our Future Astronaut community through offerings provided to community members, as well as hospitality, medical, safety, security, training, and facility costs that are for the benefit of our astronauts. |
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 commercial, and human resources; rent relating to facilities, including a portion of the lease with Spaceport America, and equipment; professional fees; and other general corporate costs. Human capital expenses primarily include salaries, cash bonuses, stock-based compensation and benefits. As we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis. |
Research and Development | Research and Development Research and development expense represents costs incurred to support activities that advance our human spaceflight system towards commercialization, including basic research, applied research, concept formulation studies, design, development, and related testing activities. Research and development costs consist primarily of the following costs for developing our spaceflight systems: • flight testing programs, including rocket motors, fuel, and payroll and benefits for pilots and ground crew performing test flights; • equipment, material, and labor hours (including from third-party contractors) for developing the spaceflight system’s structure, spaceflight propulsion system, and flight profiles; • rent, maintenance, and other overhead expenses allocated to the research and development departments; and • third-party fees to design and manufacture our next generation motherships, as well as manufacture key subassemblies for our next generation spaceships. |
Income Taxes | Income TaxesThe 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 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. |
Concentrations of Credit Risks and Significant Vendors and Customers | Concentrations of Credit Risks and Significant Vendors and CustomersFinancial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash equivalents and marketable securities. 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 account for stock-based employee compensation under the fair value recognition and measurement provisions, in accordance with applicable accounting standards, which requires compensation expense for the grant-date fair value of stock-based awards to be recognized over the requisite service period. We account for forfeitures when they occur. Service-Based Awards We have estimated the fair value for each service-based 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. Service-based stock options typically have a contractual term of 10 years. The time-based stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for restricted stock units ("RSUs") is based on the market price of the shares underlying the awards on the grant date. We recognize the stock-based compensation expense over the requisite service period, which is generally a vesting term of four years. Performance-Based Awards We have granted performance-based stock options ("PSOs") with market-based conditions. The number of PSOs that will vest depends on the attainment of certain stock price goals. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier expiration under certain terminations of service and other conditions. The PSOs granted have an exercise price equal to the closing stock price of our common stock on the grant |
Reclassification | Reclassification Certain reclassifications of the components of operating loss for the years ended December 31, 2021 and 2020 have been made to conform to the current period presentation included in the consolidated statements of operations and comprehensive loss. Specifically, cost of revenue has been reclassified to customer experience and gross margin is no longer presented. Customer experience expenses related to spaceflight operations include the consumption of a rocket motor and fuel and other consumables, as well as payroll and benefits for our pilots and ground crew. Customer experience expenses related to the payload cargo services, as well as engineering services, consist of materials and human capital, such as payroll and benefits, to perform these services. Additionally, customer experience expenses include costs associated with maintaining and growing our Future Astronaut community through offerings provided to community members, as well as hospitality, medical, safety, security, training, and facility costs that are for the benefit of our future astronauts. Additionally, depreciation and amortization expense are presented separately instead of included in selling, general and administrative or research and development expenses. These reclassifications had no impact on total loss as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step-up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have a material impact to the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. It also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 1, 2022. In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260) , Debt-Modifications and Extinguishments (Subtopic 470-50) , Compensation-Stock Compensation (Topic 718) , and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarified and reduced diversity in an issuer's accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have a material impact to the Company's consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant, and Equipment | The estimated useful lives of property, plant and equipment are principally as follows: Asset Useful Life Buildings 39 years Aircraft 20 years Machinery and equipment 5 to 7 years Information technology software and equipment 3 to 5 years Leasehold improvements Shorter of the estimated useful life or lease term Property, plant and equipment, net consists of the following: December 31, 2022 2021 (In thousands) Land $ 1,302 $ — Buildings 9,117 9,117 Aircraft 195 195 Machinery and equipment 37,223 37,002 Information technology software and equipment 33,387 23,523 Leasehold improvements 31,086 29,155 Construction in progress 4,339 2,901 116,649 101,893 Less: accumulated depreciation and amortization 62,991 54,395 Property, plant and equipment, net $ 53,658 $ 47,498 The following table sets forth a summary of depreciation and amortization expense related to property, plant and equipment: Year Ended December 31, 2022 2021 2020 (In thousands) Selling, general, and administrative $ 7,061 $ 6,364 $ 5,389 Research and development 4,037 5,154 4,392 $ 11,098 $ 11,518 $ 9,781 |
Schedule of Fair Value Assumptions | The Company calculated the estimated fair value of the warrants as of December 31, 2020 using the following assumptions: Risk-free interest rate 0.25% Contractual term 3.82 years Expected volatility 80% |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Marketable Securities | The amortized cost, unrealized loss and estimated fair value of the Company's cash, cash equivalents and marketable securities are as follows: December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents: Cash and restricted cash $ 51,651 $ — $ 51,651 Money market 249,249 — 249,249 Certificate of deposits 41,727 — 41,727 Marketable securities: U.S. treasuries 79,570 (53) 79,517 Corporate bonds 564,853 (7,262) 557,591 Total cash, cash equivalents and marketable securities $ 987,050 $ (7,315) $ 979,735 December 31, 2021 Amortized Cost Gross Unrealized Losses Fair Value (In thousands) Cash, restricted cash and cash equivalents: Cash and restricted cash $ 55,592 $ — $ 55,592 Money market 402,889 — 402,889 Certificate of deposits 91,549 — 91,549 Marketable securities: Corporate bonds 382,884 (2,003) 380,881 Total cash, cash equivalents and marketable securities $ 932,914 $ (2,003) $ 930,911 |
Schedule of Contractual Maturities | The following table presents the contractual maturities of the Company's marketable securities as of December 31, 2022: December 31, 2022 Amortized Cost Estimated Fair Value (In thousands) Matures within one year $ 613,055 $ 606,716 Matures between one to two years 31,368 30,392 Total $ 644,423 $ 637,108 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | nventories are comprised of the following: December 31, 2022 2021 (In thousands) Raw materials $ 15,033 $ 21,127 Spare parts 9,010 8,541 Total $ 24,043 $ 29,668 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | The estimated useful lives of property, plant and equipment are principally as follows: Asset Useful Life Buildings 39 years Aircraft 20 years Machinery and equipment 5 to 7 years Information technology software and equipment 3 to 5 years Leasehold improvements Shorter of the estimated useful life or lease term Property, plant and equipment, net consists of the following: December 31, 2022 2021 (In thousands) Land $ 1,302 $ — Buildings 9,117 9,117 Aircraft 195 195 Machinery and equipment 37,223 37,002 Information technology software and equipment 33,387 23,523 Leasehold improvements 31,086 29,155 Construction in progress 4,339 2,901 116,649 101,893 Less: accumulated depreciation and amortization 62,991 54,395 Property, plant and equipment, net $ 53,658 $ 47,498 The following table sets forth a summary of depreciation and amortization expense related to property, plant and equipment: Year Ended December 31, 2022 2021 2020 (In thousands) Selling, general, and administrative $ 7,061 $ 6,364 $ 5,389 Research and development 4,037 5,154 4,392 $ 11,098 $ 11,518 $ 9,781 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Expense and Cash Flow Information | The components of expense related to leases are as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Lease cost: Operating lease cost: $ 9,522 $ 5,528 $ 5,125 Variable lease cost 3,533 5,091 2,518 Short-term lease cost 12 32 278 Finance lease cost: Amortization expense for the assets under finance leases 163 136 129 Interest on finance lease liabilities 39 26 33 Total finance lease cost 202 162 162 Total lease cost $ 13,269 $ 10,813 $ 8,083 The components of supplemental cash flow information related to leases are as follows: Year Ended December 31, 2022 2021 2020 (In thousands, except term and rate data) Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,801 $ 5,535 $ 5,840 Operating cash flows from finance leases $ 39 $ 26 $ 33 Financing cash flows from finance leases $ 234 $ 140 $ 123 Non-cash activity: Assets acquired in exchange for lease obligations: Operating leases $ 16,338 $ 17,960 $ 750 Finance leases $ 575 $ 19 $ 117 Other Information: Weighted average remaining lease term: Operating leases (in years) 10.65 11.69 12.71 Finance leases (in years) 3.15 2.09 2.87 Weighted average discount rates: Operating leases 12.15 % 11.67 % 11.70 % Finance leases 12.40 % 8.17 % 8.43 % |
Summary of Balance Sheet Information | The supplemental consolidated balance sheet information related to leases is as follows: December 31, 2022 2021 (In thousands) Operating leases: Long-term right-of-use assets $ 48,463 $ 35,486 Short-term operating lease liabilities $ 3,020 $ 2,204 Long-term operating lease liabilities 56,645 39,965 Total operating lease liabilities $ 59,665 $ 42,169 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The components of accrued liabilities are as follows: December 31, 2022 2021 (In thousands) Accrued payroll $ 3,861 $ 4,214 Accrued vacation 7,132 5,372 Accrued bonus 15,561 12,218 Accrued contract and subcontract labor 16,415 1,147 Other accrued expenses 18,879 5,836 Total accrued liabilities $ 61,848 $ 28,787 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debt [Abstract] | |
Convertible Debt | The net carrying value of the 2027 Notes is as follows: December 31, 2022 (In thousands) Principal $ 425,000 Less: unamortized debt issuance costs 9,280 Net carrying amount $ 415,720 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income taxes consists of the following components: Year Ended December 31, 2022 2021 2020 (In thousands) United States $ (500,240) $ (353,807) $ (645,508) International 686 987 627 Loss before income taxes $ (499,554) $ (352,820) $ (644,881) |
Schedule of Income Tax Expense | The components of income tax expense are as follows: Current Deferred Total (In thousands) Year ended December 31, 2022 Federal $ — $ — $ — State 2 — 2 Foreign 503 93 596 $ 505 $ 93 $ 598 Year ended December 31, 2021 Federal $ — $ — $ — State 4 — 4 Foreign 92 (17) 75 $ 96 $ (17) $ 79 Year ended December 31, 2020 Federal $ — $ — $ — State — — — Foreign (114) 120 6 $ (114) $ 120 $ 6 |
Schedule of Deferred Tax Assets and Liabilities | Significant items comprising the Company’s deferred taxes are as follows: December 31, 2022 2021 (In thousands) Deferred tax assets: Net operating losses $ 282,968 $ 200,670 Research and development credits 40,482 23,601 Capitalized research and experimental expenditures 54,567 — Accruals not currently deductible 5,577 4,661 Lease-related liabilities 15,426 10,530 Property, plant and equipment 2,072 1,606 Goodwill 226,261 237,394 Stock-based compensation 10,754 5,808 Related party expenses 3,176 2,461 Other 5,308 1,270 Total gross deferred tax assets 646,591 488,001 Valuation allowance (633,278) (479,125) Net deferred tax assets 13,313 8,876 Deferred tax liabilities: Property, plant and equipment (80) (2) Tenant improvement allowance (862) — Operating lease right-of-use assets (12,398) (8,809) Total gross deferred tax liabilities (13,340) (8,811) Net deferred tax assets (liabilities) $ (27) $ 65 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense (benefit) with the amount computed by applying the federal statutory tax rates to loss before income taxes is as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Expected income tax benefit at the federal statutory rate $ (104,906) $ (74,092) $ (135,425) State income taxes (42,457) (59,527) 14,645 Research and development (9,077) (1,292) (10,785) Remeasurement of warrants — 7,276 78,089 Change in valuation allowance 152,617 137,926 58,685 Stock-based compensation (605) (10,831) (5,316) Other, net 5,026 619 113 Total $ 598 $ 79 $ 6 |
Schedule of Uncertain Tax Positions | A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows: Year Ended December 31, 2022 2021 (In thousands) Balance at the beginning of the year $ 5,901 $ 4,847 Additions based on tax positions related to current year 4,219 2,549 Deductions based on tax positions related to prior years — (1,495) Balance at the end of year $ 10,120 $ 5,901 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The following table presents net loss per share and related information: Year Ended December 31, 2022 2021 2020 (In thousands, except per share amounts) Basic and diluted: Net loss $ (500,152) $ (352,899) $ (644,887) Weighted average common shares outstanding 263,947 247,619 219,108 Basic and diluted net loss per share $ (1.89) $ (1.43) $ (2.94) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | Potentially dilutive securities that were not included in the diluted per share calculation for these periods, as they would have an anti-dilutive impact on net loss per share, are as follows: December 31, 2022 2021 2020 (In thousands) Stock options issued and outstanding 3,365 4,254 6,796 Performance stock options issued and outstanding 406 — — Unvested restricted stock units issued and outstanding 4,388 2,397 4,761 Unvested performance stock units issued and outstanding 303 90 — Shares related to the 2027 Notes (1) 33,234 — — Warrants to purchase shares of common stock — — 8,000 41,696 6,741 19,557 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of common stock reserved for future issuance | The following summarizes the total number of shares of common stock reserved for future issuance as of December 31, 2022: Shares Stock options outstanding 3,364,935 Performance stock options outstanding 405,680 Restricted stock units outstanding 4,387,525 Performance stock units outstanding 303,337 Authorized for future issuance under stock incentive plan 5,144,609 13,606,086 |
Schedule of Weighted Average Assumptions | The weighted average grant date fair value of the stock options issued in 2022 was $1.5 million and was estimated using a Black-Scholes model with the following assumptions: Expected life (in years) 6.1 Expected volatility 69.0 % Risk free interest rate 2.2 % Dividend yield — % The weighted-average grant date fair value of the PSOs issued in 2022 was $2.0 million and was estimated using a Monte-Carlo simulation with the following assumptions: Expected exercise behavior 75.0 % Expected Volatility 58.0 % Risk free interest rate 2.2 % Dividend yield — % The weighted average grant date fair value of the PSUs issued in 2022 was $4.4 million and was estimated using a Monte-Carlo simulation with the following assumptions: Expected volatility (1) 94.6 % Risk free interest rate (2) 2.5 % Dividend yield (3) — % (1) The expected volatility is a measure of the amount by which a stock price is expected to fluctuate based primarily on our and our peers' historical data. (2) The risk-free interest rate for the periods within the contractual term of the units is based on the U.S. Treasury yield curve in effect at the time of the grant. (3) The Company does not currently pay dividends nor has announced plans to begin paying dividends. |
Schedule of Options Outstanding | Total time-based stock options activity for the years ended December 31, 2022 and 2021 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value (Dollars in thousands, except per share amounts) Options outstanding at December 31, 2020 6,796,045 $ 13.59 8.6 $ 68,888 Granted — — Exercised (1,601,857) 12.47 Forfeited (940,421) 13.27 Options outstanding at December 31, 2021 4,253,767 14.09 7.6 $ 6,187 Granted 303,030 7.99 $ 4.95 Exercised (4,182) 11.79 Forfeited (1,187,680) 13.87 Options outstanding at December 31, 2022 3,364,935 $ 13.63 7.1 $ — Options exercisable at December 31, 2022 2,144,827 $ 13.48 6.7 $ — The aggregate intrinsic value is calculated based on the difference between the Company's 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. Total PSO activity for the year ended December 31, 2022 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value ($) (Dollars in thousands, except per share amounts) PSOs outstanding at December 31, 2021 — $ — 0 — Granted 405,680 8.99 4.93 Exercised — — Forfeited options — — PSOs outstanding at December 31, 2022 405,680 $ 8.99 9.2 — PSOs exercisable at December 31, 2022 — $ — 0 — |
Schedule of Restricted Stock Units Activity | Total RSU activity during the years ended December 31, 2022 and 2021 is as follows: Shares Weighted Average Fair Value Outstanding at December 31, 2020 4,760,784 $ 19.63 Granted 988,781 34.03 Vested (2,100,931) 18.30 Forfeited (1,251,902) 17.41 Outstanding at December 31, 2021 2,396,732 27.89 Granted 4,317,161 8.14 Vested (1,545,981) 19.99 Forfeited (780,387) 16.46 Outstanding at December 31, 2022 4,387,525 $ 12.64 |
Schedule of Performance Stock Unit Activity | Total PSU activity during the years ended December 31, 2022 and 2021 is as follows: Shares Weighted Average Fair Value Outstanding at December 31, 2020 — $ — Granted 94,689 26.70 Vested — — Forfeited (4,850) 30.93 Outstanding at December 31, 2021 89,839 26.47 Granted 326,016 13.50 Vested — — Forfeited (112,518) 26.17 Outstanding at December 31, 2022 303,337 $ 13.46 |
Schedule of Stock-Based Compensation Expense | tock-based compensation expense included in selling, general and administrative and research and development expenses in the consolidated statements of operations and comprehensive loss is as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Stock option and PSO expense: Selling, general and administrative $ 7,662 $ 14,258 $ 9,677 Research and development 2,610 3,211 3,834 Total stock option and PSO expense 10,272 17,469 13,511 RSU and PSU expense: Selling, general and administrative 24,293 31,923 11,595 Research and development 11,144 12,413 5,218 Total RSU and PSU expense 35,437 44,336 16,813 Total stock-based compensation expense $ 45,709 $ 61,805 $ 30,324 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets Measured on Recurring Basis | The following tables presents the Company's financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy as of December 31, 2022 and 2021: December 31, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market $ 249,249 $ — $ — $ 249,249 Certificate of deposits 41,727 — — 41,727 U.S. treasuries 79,517 — — 79,517 Corporate bonds — 557,591 — 557,591 Total assets at fair value $ 370,493 $ 557,591 $ — $ 928,084 December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market $ 402,889 $ — $ — $ 402,889 Certificate of deposits 91,549 — — 91,549 Corporate bonds — 380,881 — 380,881 Total assets at fair value $ 494,438 $ 380,881 $ — $ 875,319 The following tables presents the Company's financial liabilities that are recorded at amortized cost, segregated among the appropriate levels within the fair value hierarchy as of December 31, 2022: December 31, 2022 Level 1 Level 2 Level 3 Total (In thousands) Liabilities: 2027 Notes $ — $ 193,439 $ — $ 193,439 Total liabilities at fair value $ — $ 193,439 $ — $ 193,439 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Maturities | Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of December 31, 2022 are as follows: Operating Leases Finance (In thousands) Year ending December 31: 2023 $ 8,613 $ 264 2024 10,034 188 2025 10,190 158 2026 10,347 113 2027 10,313 — Thereafter 61,374 — Total payments 110,871 723 Less: Present value discount/imputed interest 51,206 128 Present value of lease liabilities $ 59,665 $ 595 |
Summary of Finance Lease Maturities | Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of December 31, 2022 are as follows: Operating Leases Finance (In thousands) Year ending December 31: 2023 $ 8,613 $ 264 2024 10,034 188 2025 10,190 158 2026 10,347 113 2027 10,313 — Thereafter 61,374 — Total payments 110,871 723 Less: Present value discount/imputed interest 51,206 128 Present value of lease liabilities $ 59,665 $ 595 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Year ended December 31, 2022 2021 2020 (In thousands) Supplemental disclosure of cash flow information: Cash payments for: Income taxes $ 80 $ 109 $ 102 Interest 5,667 — — Supplemental disclosure of non-cash investing and financing activities: Unpaid purchases of property, plant and equipment $ 4,999 $ 1,109 $ 1,399 Issuance of common stock through "cashless" warrants exercised — 170,090 360,742 Issuance of common stock through RSUs vested 11,074 57,658 43,738 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment day | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||
Allowance for uncollectible amounts | $ 0 | $ 0 | |
Write-offs | $ 0 | $ 0 | $ 0 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | |
Capitalized software, net | $ 5,300,000 | $ 2,000,000 | |
Capitalized software, accumulated amortization | 10,400,000 | 8,400,000 | |
Capitalized software, amortization expense | $ 2,100,000 | 1,700,000 | $ 1,300,000 |
Operating segments | segment | 1 | ||
Reportable segments | segment | 1 | ||
Contract liabilities | $ 102,647,000 | $ 90,863,000 | |
Vesting period | 4 years | ||
Stock option | |||
Related Party Transaction [Line Items] | |||
Vesting period | 4 years | ||
Expiration period | 10 years | ||
Stock option | 2019 Stock Plan | |||
Related Party Transaction [Line Items] | |||
Vesting period | 3 years | ||
Performance stock units outstanding | |||
Related Party Transaction [Line Items] | |||
Vesting period | 3 years | ||
Consecutive trading days | day | 20 | ||
Performance stock options | |||
Related Party Transaction [Line Items] | |||
Expiration period | 10 years | ||
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, 2022 | |
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 |
Information technology software and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Information technology software and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fair Value Assumptions (Details) - Level 3 | Dec. 31, 2020 |
Risk-free interest rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.0025 |
Contractual term | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Term of warrants | 3 years 9 months 25 days |
Expected volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.80 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Royalty payable, as a percentage of revenue | 1% | ||
Royalty payable, quarterly amount | $ 40 | ||
Sponsorship royalties payable, as a percentage of revenue | 25% | ||
License and royalty fees | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Expenses from related party | $ 200 | $ 500 | $ 200 |
Allocation of corporate expenses | Subsidiary of Common Parent | |||
Related Party Transaction [Line Items] | |||
Transaction amounts from related party | $ 100 | $ 100 | $ 500 |
Cash, Cash Equivalents and Ma_3
Cash, Cash Equivalents and Marketable Securities - Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Cash, restricted cash and cash equivalents, amortized cost | $ 342,627 | $ 550,030 | $ 678,955 | $ 492,721 |
Corporate debt securities, amortized cost | 644,423 | |||
Total cash, cash equivalents, restricted cash and marketable securities, amortized cost | 987,050 | |||
Gross Unrealized Losses | (7,315) | |||
Corporate debt securities, fair value | 637,108 | |||
Total assets at fair value | 979,735 | |||
Restricted cash | 40,336 | 25,549 | $ 13,031 | |
Interest receivable | 4,500 | 2,300 | ||
Amortization expense | 6,000 | 2,100 | ||
Material gross realized loss | 300 | |||
U.S. treasuries | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Corporate debt securities, amortized cost | 79,570 | 382,884 | ||
Gross Unrealized Losses | (53) | (2,003) | ||
Corporate debt securities, fair value | 79,517 | 380,881 | ||
Corporate bonds | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Corporate debt securities, amortized cost | 564,853 | |||
Total cash, cash equivalents, restricted cash and marketable securities, amortized cost | 932,914 | |||
Gross Unrealized Losses | (7,262) | (2,003) | ||
Corporate debt securities, fair value | 557,591 | |||
Total assets at fair value | 930,911 | |||
Cash and restricted cash | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Cash, restricted cash and cash equivalents, amortized cost | 51,651 | 55,592 | ||
Cash and cash equivalents, fair value | 51,651 | 55,592 | ||
Money market | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Cash, restricted cash and cash equivalents, amortized cost | 249,249 | 402,889 | ||
Cash and cash equivalents, fair value | 249,249 | 402,889 | ||
Restricted cash | 1,000 | 0 | ||
Certificate of deposits | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Cash, restricted cash and cash equivalents, amortized cost | 41,727 | 91,549 | ||
Cash and cash equivalents, fair value | $ 41,727 | $ 91,549 |
Cash, Cash Equivalents and Ma_4
Cash, Cash Equivalents and Marketable Securities - Contractual Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Amortized Cost | |
Matures within one year | $ 613,055 |
Matures between one to two years | 31,368 |
Total | 644,423 |
Estimated Fair Value | |
Matures within one year | 606,716 |
Matures between one to two years | 30,392 |
Total | $ 637,108 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,033 | $ 21,127 |
Spare parts | 9,010 | 8,541 |
Total | $ 24,043 | $ 29,668 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Increase in inventory reserve | $ 3 | $ 0.6 | $ 1.1 |
Inventory write-down | $ 4.1 | $ 0.4 | $ 0 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 116,649 | $ 101,893 |
Less: accumulated depreciation and amortization | 62,991 | 54,395 |
Property, plant and equipment, net | 53,658 | 47,498 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 1,302 | 0 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 9,117 | 9,117 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 195 | 195 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 37,223 | 37,002 |
Information technology software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 33,387 | 23,523 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 31,086 | 29,155 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 4,339 | $ 2,901 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 11,098 | $ 11,518 | $ 9,781 |
Selling, general, and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 4,037 | 5,154 | 4,392 |
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 7,061 | $ 6,364 | $ 5,389 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, extension term | 1 year | ||
Operating lease, discount rate | 12.15% | 11.67% | 11.70% |
Lease expense | $ 13,269 | $ 10,813 | $ 8,083 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, discount rate | 6.10% | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, discount rate | 14.20% |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost: | $ 9,522 | $ 5,528 | $ 5,125 |
Variable lease cost | 3,533 | 5,091 | 2,518 |
Short-term lease cost | 12 | 32 | 278 |
Finance lease cost: | |||
Amortization expense for the assets under finance leases | 163 | 136 | 129 |
Interest on finance lease liabilities | 39 | 26 | 33 |
Total finance lease cost | 202 | 162 | 162 |
Total lease cost | $ 13,269 | $ 10,813 | $ 8,083 |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flow, Operating Activities, Lessee [Abstract] | |||
Operating cash flows from operating leases | $ 7,801 | $ 5,535 | $ 5,840 |
Operating cash flows from finance leases | 39 | 26 | 33 |
Financing cash flows from finance leases | 234 | 140 | 123 |
Assets acquired in exchange for lease obligations: | |||
Operating leases | 16,338 | 17,960 | 750 |
Finance leases | $ 575 | $ 19 | $ 117 |
Weighted average remaining lease term: | |||
Operating leases (in years) | 10 years 7 months 24 days | 11 years 8 months 8 days | 12 years 8 months 15 days |
Finance leases (in years) | 3 years 1 month 24 days | 2 years 1 month 2 days | 2 years 10 months 13 days |
Weighted average discount rates: | |||
Operating leases | 12.15% | 11.67% | 11.70% |
Finance leases | 12.40% | 8.17% | 8.43% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Long-term right-of-use assets | $ 48,463 | $ 35,486 |
Short-term operating lease liabilities | 3,020 | 2,204 |
Long-term operating lease liabilities | 56,645 | 39,965 |
Total operating lease liabilities | $ 59,665 | $ 42,169 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 3,861 | $ 4,214 |
Accrued vacation | 7,132 | 5,372 |
Accrued bonus | 15,561 | 12,218 |
Accrued contract and subcontract labor | 16,415 | 1,147 |
Other accrued expenses | 18,879 | 5,836 |
Total accrued liabilities | $ 61,848 | $ 28,787 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, shares in Millions | 12 Months Ended | |||
Jan. 19, 2022 USD ($) day $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Interest expense | $ 12,130,000 | $ 25,000 | $ 36,000 | |
Amortization of debt issuance costs | 1,998,000 | $ 0 | $ 0 | |
Call Option | ||||
Line of Credit Facility [Line Items] | ||||
Capped call option to purchase common shares (in shares) | shares | 33 | |||
Call option price per share (in dollars per share) | $ / shares | $ 12.79 | |||
Derivative, cap price (in dollars per share) | $ / shares | $ 20.06 | |||
Premium over share price, percentage | 100% | |||
Derivative, notional amount | $ 52,300,000 | |||
2027 Notes | Convertible Debt | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | $ 425,000,000 | |||
Interest rate | 2.50% | |||
Conversion ratio | 0.0781968 | |||
Conversion price (in dollars per share) | $ / shares | $ 12.79 | |||
Threshold trading days | day | 20 | |||
Threshold percentage of stock price trigger | 130% | |||
Interest expense | 12,100,000 | |||
Amortization of debt issuance costs | $ 2,000,000 | |||
2027 Notes | Convertible Debt | Debt Conversion Option One | ||||
Line of Credit Facility [Line Items] | ||||
Threshold trading days | day | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||
Threshold percentage of stock price trigger | 130% | |||
2027 Notes | Convertible Debt | Debt Conversion Option Two | ||||
Line of Credit Facility [Line Items] | ||||
Threshold trading days | day | 5 | |||
Debt instrument, convertible, threshold consecutive trading days | day | 10 | |||
Threshold percentage of stock price trigger | 98% |
Convertible Senior Notes - 2027
Convertible Senior Notes - 2027 Notes (Details) - 2027 Notes - Convertible Debt $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 425,000 |
Less: unamortized debt issuance costs | (9,280) |
Total debt | $ 415,720 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (500,240) | $ (353,807) | $ (645,508) |
International | 686 | 987 | 627 |
Loss before income taxes | $ (499,554) | $ (352,820) | $ (644,881) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
State | |||
Current | 2 | 4 | 0 |
Deferred | 0 | 0 | 0 |
Total | 2 | 4 | 0 |
Foreign | |||
Current | 503 | 92 | (114) |
Deferred | 93 | (17) | 120 |
Total | 596 | 75 | 6 |
Current | 505 | 96 | (114) |
Deferred | 93 | (17) | 120 |
Total | $ 598 | $ 79 | $ 6 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 282,968 | $ 200,670 |
Research and development credits | 40,482 | 23,601 |
Capitalized research and experimental expenditures | 54,567 | 0 |
Accruals not currently deductible | 5,577 | 4,661 |
Lease-related liabilities | 15,426 | 10,530 |
Property, plant and equipment | 2,072 | 1,606 |
Goodwill | 226,261 | 237,394 |
Stock-based compensation | 10,754 | 5,808 |
Related party expenses | 3,176 | 2,461 |
Other | 5,308 | 1,270 |
Total gross deferred tax assets | 646,591 | 488,001 |
Valuation allowance | (633,278) | (479,125) |
Net deferred tax assets | 13,313 | 8,876 |
Deferred tax liabilities: | ||
Property, plant and equipment | (80) | (2) |
Tenant improvement allowance | (862) | 0 |
Operating lease right-of-use assets | (12,398) | (8,809) |
Total gross deferred tax liabilities | (13,340) | (8,811) |
Net deferred tax assets (liabilities) | $ (27) | |
Net deferred tax assets (liabilities) | $ 65 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Tax benefit impact to equity | $ (633,300,000) | $ (479,100,000) | |
Uncertain tax positions | 10,120,000 | $ 5,901,000 | $ 4,847,000 |
Interest and penalty charges accrued | 0 | ||
Research and experimental expenditures, capitalized | 212,600,000 | ||
U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 1,100,000,000 | ||
U.S. Federal | Research and development | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 32,700,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 1,000,000,000 | ||
State | Research and development | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 22,600,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Expected income tax benefit at the federal statutory rate | $ (104,906) | $ (74,092) | $ (135,425) |
State income taxes | (42,457) | (59,527) | 14,645 |
Research and development | (9,077) | (1,292) | (10,785) |
Remeasurement of warrants | 0 | 7,276 | 78,089 |
Change in valuation allowance | 152,617 | 137,926 | 58,685 |
Stock-based compensation | (605) | (10,831) | (5,316) |
Other, net | 5,026 | 619 | 113 |
Total | $ 598 | $ 79 | $ 6 |
Income Taxes - Change in Uncert
Income Taxes - Change in Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 5,901 | $ 4,847 |
Additions based on tax positions related to current year | 4,219 | 2,549 |
Deductions based on tax positions related to prior years | 0 | (1,495) |
Balance at the end of year | $ 10,120 | $ 5,901 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Aug. 04, 2022 USD ($) | Jul. 16, 2021 USD ($) shares | Jul. 12, 2021 USD ($) $ / shares | Aug. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Jan. 19, 2022 $ / shares | |
Class of Stock [Line Items] | ||||||||
Shares authorized (in shares) | shares | 710,000,000 | 710,000,000 | ||||||
Common stock, shares authorized (in shares) | shares | 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) | shares | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Number of votes per share of common stock | vote | 1 | |||||||
Stock sold (in shares) | shares | 23,600,000 | |||||||
Warrant sold, price per share (in dollars per share) | $ / shares | $ 19.50 | |||||||
Stock sold, gross proceeds | $ 460,200 | |||||||
Stock sold, transaction costs | $ 20,900 | $ 1,248 | $ 6,772 | $ 20,988 | ||||
Proceeds from issuance of common stock | 103,326 | 500,000 | 460,200 | |||||
Change in fair value of warrants | $ 0 | $ (34,650) | $ (371,852) | |||||
At The Market Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Stock sold (in shares) | shares | 13,740,433 | 16,265,700 | ||||||
Stock sold, transaction costs | $ 6,200 | $ 1,200 | ||||||
Stock sold, aggregate consideration | $ 300,000 | $ 500,000 | ||||||
Proceeds from issuance of common stock | $ 103,300 | |||||||
Public Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants outstanding (in shares) | shares | 0 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic and diluted: | |||
Net loss, basic | $ (500,152) | $ (352,899) | $ (644,887) |
Net loss, diluted | $ (500,152) | $ (352,899) | $ (644,887) |
Weighted average common shares outstanding - basic (in shares) | 263,947 | 247,619 | 219,108 |
Weighted average common share outstanding - diluted (in shares) | 263,947 | 247,619 | 219,108 |
Diluted net loss per share (in dollars per share) | $ (1.89) | $ (1.43) | $ (2.94) |
Basic net loss per share (in dollars per share) | $ (1.89) | $ (1.43) | $ (2.94) |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential effect of warrants to purchase stock (in shares) | 41,696 | 6,741 | 19,557 |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential effect of warrants to purchase stock (in shares) | 3,365 | 4,254 | 6,796 |
Performance stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential effect of warrants to purchase stock (in shares) | 406 | 0 | 0 |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential effect of warrants to purchase stock (in shares) | 4,388 | 2,397 | 4,761 |
Performance stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential effect of warrants to purchase stock (in shares) | 303 | 90 | 0 |
Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential effect of warrants to purchase stock (in shares) | 33,234 | 0 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential effect of warrants to purchase stock (in shares) | 0 | 0 | 8,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Mar. 10, 2020 $ / shares | Dec. 31, 2022 USD ($) day $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for issuance (in shares) | shares | 13,606,086 | |||
Vesting period | 4 years | |||
Stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for issuance (in shares) | shares | 3,364,935 | |||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Granted (in dollars per share) | $ / shares | $ 4.95 | |||
Granted (in shares) | shares | 303,030 | 0 | ||
Fair value of these stock option | $ | $ 1.5 | |||
Vesting percentage | 25% | |||
Unrecognized stock-based compensation expense | $ | $ 10.4 | |||
Unrecognized compensation cost, period for recognition | 1 year 10 months 24 days | |||
Performance stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
Granted (in shares) | shares | 405,680 | |||
Fair value of shares granted | $ | $ 2 | |||
Unrecognized stock-based compensation expense | $ | $ 0.4 | |||
Unrecognized compensation cost, period for recognition | 7 months 6 days | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for issuance (in shares) | shares | 4,387,525 | |||
Vesting period | 4 years | |||
Granted (in dollars per share) | $ / shares | $ 8.14 | $ 34.03 | ||
Fair value of shares granted | $ | $ 35.1 | |||
Incremental stock-based compensation expense | $ | $ 2.8 | $ 5.4 | $ 4.5 | |
Granted (in shares) | shares | 4,317,161 | 988,781 | ||
Unrecognized compensation cost, period for recognition | 2 years 4 months 24 days | |||
Unrecognized compensation expense | $ | $ 68.2 | |||
Restricted Stock Units (RSUs) | Tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted Stock Units (RSUs) | Tranche two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted Stock Units (RSUs) | Tranche three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted Stock Units (RSUs) | Tranche four | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Vesting criteria share price (in dollar per share) | $ / shares | $ 10 | |||
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for issuance (in shares) | shares | 303,337 | |||
Vesting period | 3 years | |||
Granted (in dollars per share) | $ / shares | $ 13.50 | $ 26.70 | ||
Fair value of shares granted | $ | $ 4.4 | |||
Consecutive trading days | day | 20 | |||
Granted (in shares) | shares | 326,016 | 94,689 | ||
Unrecognized compensation cost, period for recognition | 2 years 3 months 18 days | |||
Unrecognized compensation expense | $ | $ 3.1 | |||
Performance stock units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Performance stock units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 200% | |||
2019 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for issuance (in shares) | shares | 21,208,755 | |||
2019 Stock Plan | Stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock reserved for issuance (in shares) | 13,606,086 |
Stock options outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock reserved for issuance (in shares) | 3,364,935 |
Performance stock options outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock reserved for issuance (in shares) | 405,680 |
Restricted stock units outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock reserved for issuance (in shares) | 4,387,525 |
Performance stock units outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock reserved for issuance (in shares) | 303,337 |
Authorized for future issuance under stock incentive plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock reserved for issuance (in shares) | 5,144,609 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Stock option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 6 years 1 month 6 days |
Expected Volatility | 69% |
Risk free interest rate | 2.20% |
Dividend yield | 0% |
Vesting percentage | 25% |
Performance stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected exercise behavior | 75% |
Expected Volatility | 58% |
Risk free interest rate | 2.20% |
Dividend yield | 0% |
Performance stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Volatility | 94.60% |
Risk free interest rate | 2.50% |
Dividend yield | 0% |
Stock-Based Compensation - 2019
Stock-Based Compensation - 2019 Stock Plan Activity (Details) - Stock option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Beginning balance (in shares) | 4,253,767 | 6,796,045 | |
Granted (in shares) | 303,030 | 0 | |
Exercised (in shares) | (4,182) | (1,601,857) | |
Forfeited options (in shares) | (1,187,680) | (940,421) | |
Ending balance (in shares) | 4,253,767 | 6,796,045 | |
Options exercisable (in shares) | 2,144,827 | ||
Weighted Average Exercise Price | |||
Weighted-average exercise price, beginning (in dollars per share) | $ 14.09 | $ 13.59 | |
Granted (in dollars per share) | 7.99 | 0 | |
Exercised (in dollars per share) | 11.79 | 12.47 | |
Forfeited options (in dollars per share) | 13.87 | 13.27 | |
Weighted-average exercise price, ending (in dollars per share) | 13.63 | $ 14.09 | $ 13.59 |
Options exercisable (in dollars per share) | $ 13.48 | ||
Weighted Average Remaining Contractual Life (in years) and Aggregate Intrinsic Value | |||
Options outstanding, weighted average contractual term | 7 years 1 month 6 days | 7 years 7 months 6 days | 8 years 7 months 6 days |
Options exercisable, weighted average contractual term | 6 years 8 months 12 days | ||
Options outstanding, aggregate intrinsic value | $ 0 | $ 6,187 | $ 68,888 |
Options exercisable, aggregate intrinsic value | $ 0 | ||
Weighted Average Grant Date Fair Value ($) | |||
Granted (in dollars per share) | $ 4.95 |
Stock-Based Compensation - PSO
Stock-Based Compensation - PSO Activity (Details) - Performance stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 405,680 | |
Exercised (in shares) | 0 | |
Forfeited options (in shares) | 0 | |
Ending balance (in shares) | 405,680 | 0 |
PSOs exercisable (in shares) | 0 | |
Weighted Average Exercise Price | ||
Weighted-average exercise price, beginning (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 8.99 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Weighted-average exercise price, ending (in dollars per share) | 8.99 | $ 0 |
PSOs exercisable (in dollars per share) | $ 0 | |
Weighted Average Remaining Contractual Life (in years) and Aggregate Intrinsic Value | ||
Weighted average contractual term | 9 years 2 months 12 days | 0 years |
PSOs exercisable, weighted average contractual term | 0 years | |
PSOs outstanding, aggregate intrinsic value | $ 0 | $ 0 |
PSOs exercisable, aggregate intrinsic value | $ 0 | |
Weighted Average Grant Date Fair Value ($) | ||
Weighted average fair value, shares issued (in dollars per share) | $ 4.93 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Outstanding, beginning balance (in shares) | 2,396,732 | 4,760,784 |
Granted (in shares) | 4,317,161 | 988,781 |
Vested (in shares) | (1,545,981) | (2,100,931) |
Forfeited (in shares) | (780,387) | (1,251,902) |
Outstanding, ending balance (in shares) | 2,396,732 | |
Weighted Average Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 27.89 | $ 19.63 |
Granted (in dollars per share) | 8.14 | 34.03 |
Vested (in dollars per share) | 19.99 | 18.30 |
Forfeited (in dollars per share) | 16.46 | 17.41 |
Outstanding, ending balance (in dollars per share) | $ 12.64 | $ 27.89 |
Stock-Based Compensation - PSU
Stock-Based Compensation - PSU Activity (Details) - Performance stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Outstanding, beginning balance (in shares) | 89,839 | 0 |
Granted (in shares) | 326,016 | 94,689 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | (112,518) | (4,850) |
Outstanding, ending balance (in shares) | 89,839 | |
Weighted Average Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 26.47 | $ 0 |
Granted (in dollars per share) | 13.50 | 26.70 |
Vested (in dollars per share) | 0 | 0 |
Forfeited (in dollars per share) | 26.17 | 30.93 |
Outstanding, ending balance (in dollars per share) | $ 13.46 | $ 26.47 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 45,709 | $ 61,805 | $ 30,324 |
Stock Option and Performance Stock Option | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 10,272 | 17,469 | 13,511 |
Stock Option and Performance Stock Option | Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 7,662 | 14,258 | 9,677 |
Stock Option and Performance Stock Option | Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 2,610 | 3,211 | 3,834 |
Restricted Stock Units and Performance Shares | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 35,437 | 44,336 | 16,813 |
Restricted Stock Units and Performance Shares | Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 24,293 | 31,923 | 11,595 |
Restricted Stock Units and Performance Shares | Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 11,144 | $ 12,413 | $ 5,218 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | $ 637,108 | |
Total assets at fair value | 979,735 | |
U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 79,517 | $ 380,881 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 557,591 | |
Total assets at fair value | 930,911 | |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 928,084 | 875,319 |
Total liabilities at fair value | 193,439 | |
Fair Value, Recurring | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 193,439 | |
Fair Value, Recurring | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 79,517 | |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 557,591 | |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 370,493 | 494,438 |
Total liabilities at fair value | 0 | |
Level 1 | Fair Value, Recurring | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 0 | |
Level 1 | Fair Value, Recurring | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 79,517 | |
Level 1 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 0 | |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 557,591 | 380,881 |
Total liabilities at fair value | 193,439 | |
Level 2 | Fair Value, Recurring | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 193,439 | |
Level 2 | Fair Value, Recurring | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 0 | |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 557,591 | |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Total liabilities at fair value | 0 | |
Level 3 | Fair Value, Recurring | 2027 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2027 Notes | 0 | |
Level 3 | Fair Value, Recurring | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 0 | |
Level 3 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities, fair value | 0 | |
Money market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 249,249 | 402,889 |
Money market | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 249,249 | 402,889 |
Money market | Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 249,249 | 402,889 |
Money market | Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Money market | Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Certificate of deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 41,727 | 91,549 |
Certificate of deposits | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 41,727 | 91,549 |
Certificate of deposits | Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 41,727 | 91,549 |
Certificate of deposits | Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Certificate of deposits | Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 0 | 0 |
Corporate bonds | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 380,881 | |
Corporate bonds | Level 1 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | |
Corporate bonds | Level 2 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 380,881 | |
Corporate bonds | Level 3 | Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - shareholder | Dec. 31, 2022 | Sep. 21, 2022 |
Operating Leased Assets [Line Items] | ||
Number of shareholders | 4 | |
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_2
Commitments and Contingencies - Lease Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 8,613 |
2024 | 10,034 |
2025 | 10,190 |
2026 | 10,347 |
2027 | 10,313 |
Thereafter | 61,374 |
Total payments | 110,871 |
Less: Present value discount/imputed interest | 51,206 |
Present value of lease liabilities | 59,665 |
Finance Leases | |
2023 | 264 |
2024 | 188 |
2025 | 158 |
2026 | 113 |
2027 | 0 |
Thereafter | 0 |
Total payments | 723 |
Less: Present value discount/imputed interest | 128 |
Present value of lease liabilities | $ 595 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Defined contributions | $ 5.8 | $ 5.6 | $ 4.7 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash payments for: | |||
Income taxes | $ 80 | $ 109 | $ 102 |
Interest | 5,667 | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Unpaid purchases of property, plant and equipment | 4,999 | 1,109 | 1,399 |
Issuance of common stock through "cashless" warrants exercised | 0 | 170,090 | 360,742 |
Issuance of common stock through RSUs vested | $ 11,074 | $ 57,658 | $ 43,738 |