Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2024


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

For the transition period from to

Commission File No. 001-38202


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


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


1700 Flight Way Tustin California						92782
(Address of Principal Executive Offices)						(Zip Code)


(949) 774-7640
(Registrant’s telephone number, including area code)


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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

SPCE

New York Stock Exchange

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

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

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

As of July 31, 2024, there were 28,483,577 shares of the Company’s common stock outstanding.

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VIRGIN GALACTIC HOLDINGS, INC.

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		Page
	PART I - FINANCIAL INFORMATION

	Cautionary Note Regarding Forward-Looking Statements	2
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	31
Item 6.	Exhibits	31
Signatures		33

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning us and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to management.

Forward-looking statements may be accompanied by words such as “achieve,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “grow,” “increase,” “intend,” “may,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or similar words, phrases, or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:

•any delay in future commercial flights of our spaceflight fleet;

•our ability to successfully develop and test our next-generation vehicles, and the time and costs associated with doing so;

•the safety of our spaceflight systems;

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

•our ability to effectively market and sell spaceflights;

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

•our anticipated full passenger capacity;

•our ability to achieve or maintain profitability;

•delay in development or the manufacture of spaceflight systems;

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

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

•our ability to attract or retain highly qualified personnel;

•the effect of terrorist activity, armed conflict (including any escalation of hostility arising out of the conflicts between Russia and Ukraine, Israel and Hamas, or other geopolitical conflicts), natural disasters or pandemic diseases on the economy generally, on our future financial or operational results, or our access to additional financing;

•consumer preferences and discretionary purchasing activity, which can be significantly adversely affected by unfavorable economic or market conditions;

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

•risks associated with international expansion;

•our ability to maintain effective internal control over financial reporting and disclosure and procedures;

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•the impact of our recent reverse stock split on our results of operations, business operations and reputation with or ability to serve our stockholders and/or customers, and the trading prices and volatility of our common stock; and

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

Additional factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part I, Item 1.“Business,” Part I, Item 1A. “Risk Factors,” and Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report on Form 10-K"), in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and in Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our information may be incomplete or limited, and we cannot guarantee future results. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

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

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PART I. FINANCIAL INFORMATION

VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share and per share amounts)


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	182,310	$	216,799
Restricted cash	32,518		36,793
Marketable securities, short-term	593,375		657,238
Other current assets	35,711		39,999
Total current assets	843,914		950,829
Marketable securities, long-term	12,536		71,596
Property, plant and equipment, net	144,455		93,806
Other non-current assets	61,563		63,286
Total assets	$	1,062,468	$	1,179,517
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	37,705	$	32,415
Customer deposits	87,726		97,841
Other current liabilities	53,780		55,404
Total current liabilities	179,211		185,660
Non-current liabilities:
Convertible senior notes, net	418,995		417,886
Other non-current liabilities	69,435		70,495
Total liabilities	667,641		674,041
Commitments and contingencies (Note 14)
Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, $0.0001 par value; 700,000,000 shares authorized; 23,984,220 and 19,995,449 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	2		2
Additional paid-in capital	2,717,327		2,631,235
Accumulated deficit	(2,321,919)		(2,126,132)
Accumulated other comprehensive income (loss)	(583)		371
Total stockholders' equity	394,827		505,476
Total liabilities and stockholders' equity	$	1,062,468	$	1,179,517

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited; in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	4,220	$	1,871	$	6,205	$	2,263

Operating expenses:
Spaceline operations	27,288		234		49,879		552
Research and development	41,535		86,574		100,504		196,444
Selling, general and administrative	33,931		51,437		61,815		101,802
Depreciation and amortization	3,256		3,192		6,955		6,437
Total operating expenses	106,010		141,437		219,153		305,235

Operating loss	(101,790)		(139,566)		(212,948)		(302,972)

Interest income	11,108		8,404		23,416		15,734
Interest expense	(3,230)		(3,216)		(6,457)		(6,427)
Other income, net	171		48		316		78
Loss before income taxes	(93,741)		(134,330)		(195,673)		(293,587)
Income tax expense	34		34		114		162
Net loss	(93,775)		(134,364)		(195,787)		(293,749)
Other comprehensive income (loss):
Foreign currency translation adjustment	2		34		(6)		69
Unrealized gain (loss) on marketable securities	(84)		1,885		(948)		4,986
Total comprehensive loss	$	(93,857)	$	(132,445)	$	(196,741)	$	(288,694)

Net loss per share:
Basic and diluted	$	(4.36)	$	(9.16)	$	(9.43)	$	(20.55)

Weighted-average shares outstanding:
Basic and diluted	21,484		14,661		20,752		14,294

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited; in thousands, except share amounts)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount
Balance at December 31, 2022	13,769,861	$	1	$	2,111,343	$	(1,623,795)	$	(7,326)	$	480,223
Net loss	—	—		—		(159,385)		—		(159,385)
Other comprehensive income	—	—		—		—		3,136		3,136
Stock-based compensation for equity-classified awards	—	—		12,976		—		—		12,976
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	25,408	—		(1,870)		—		—		(1,870)
Issuance of common stock pursuant to at-the-market offering	287,975	—		32,044		—		—		32,044
Transaction costs	—	—		(343)		—		—		(343)
Balance at March 31, 2023	14,083,244	1		2,154,150		(1,783,180)		(4,190)		366,781
Net loss	—	—		—		(134,364)		—		(134,364)
Other comprehensive income	—	—		—		—		1,919		1,919
Stock-based compensation for equity-classified awards	—	—		11,859		—		—		11,859
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	24,254	—		(446)		—		—		(446)
Issuance of common stock pursuant to at-the-market offering	2,730,529	1		241,392		—		—		241,393
Transaction costs	—	—		(2,601)		—		—		(2,601)
Balance at June 30, 2023	16,838,027	$	2	$	2,404,354	$	(1,917,544)	$	(2,271)	$	484,541

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited; in thousands, except share amounts)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount
Balance at December 31, 2023	19,995,449	$	2	$	2,631,235	$	(2,126,132)	$	371	$	505,476
Net loss	—	—		—		(102,012)		—		(102,012)
Other comprehensive loss	—	—		—		—		(872)		(872)
Stock-based compensation for equity-classified awards	—	—		8,045		—		—		8,045
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	13,735	—		(269)		—		—		(269)
Issuance of common stock pursuant to at-the-market offering	254,445	—		7,272		—		—		7,272
Transaction costs	—	—		(58)		—		—		(58)
Balance at March 31, 2024	20,263,629	2		2,646,225		(2,228,144)		(501)		417,582
Net loss	—	—		—		(93,775)		—		(93,775)
Other comprehensive loss	—	—		—		—		(82)		(82)
Stock-based compensation for equity-classified awards	—	—		8,092		—		—		8,092
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	45,649	—		(601)		—		—		(601)
Issuance of common stock pursuant to at-the-market offering	3,675,079	—		64,308		—		—		64,308
Transaction costs	—	—		(695)		—		—		(695)
Fractional share adjustment due to reverse stock split	(137)	—		(2)		—		—		(2)
Balance at June 30, 2024	23,984,220	$	2	$	2,717,327	$	(2,321,919)	$	(583)	$	394,827

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Six Months Ended June 30,
		2024		2023
Cash flows from operating activities:
Net loss		$	(195,787)	$	(293,749)
Stock-based compensation		16,480		24,835
Depreciation and amortization		6,955		6,437
Amortization of debt issuance costs		1,109		1,075
Other non-cash items		(9,281)		(2,020)
Change in operating assets and liabilities:
Other current and non-current assets		6,272		10,529
Accounts payable		5,017		7,644
Customer deposits		(10,115)		(2,535)
Other current and non-current liabilities		(13,011)		(13,603)
Net cash used in operating activities		(192,361)		(261,387)
Cash flows from investing activities:
Capital expenditures		(47,487)		(12,616)
Purchases of marketable securities		(348,833)		(409,920)
Proceeds from maturities and calls of marketable securities		479,398		471,287
Other investing activities		598		—
Net cash provided by investing activities		83,676		48,751
Cash flows from financing activities:
Payments of finance lease obligations		(108)		(116)
Proceeds from issuance of common stock		71,580		273,437
Withholding taxes paid on behalf of employees on net settled stock-based awards		(870)		(2,316)
Transaction costs related to issuance of common stock		(681)		(2,961)
Net cash provided by financing activities		69,921		268,044
Net increase (decrease) in cash, cash equivalents and restricted cash		(38,764)		55,408
Cash, cash equivalents and restricted cash at beginning of period		253,592		342,627
Cash, cash equivalents and restricted cash at end of period		$	214,828	$	398,035

Cash and cash equivalents		$	182,310	$	358,309
Restricted cash		32,518		39,726
Cash, cash equivalents and restricted cash		$	214,828	$	398,035

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(1) Description of Business and Basis of Presentation

Virgin Galactic Holdings, Inc., together with its consolidated subsidiaries ("Virgin Galactic" or the "Company"), is an aerospace and space travel company focused on the development, manufacture and operation of spaceships and related technologies. The Company provides access to space for private individuals, researchers and government agencies. The Company's missions include flying passengers to space, as well as flying scientific payloads and researchers to space in order to conduct experiments for scientific and educational purposes.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted pursuant to such rules and regulations. However, in management's opinion, the condensed consolidated financial statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods presented.

The operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Statement of Operations Presentation

In July 2023, the Company concluded that technological feasibility had been achieved for its initial spaceship, VSS Unity, and mothership carrier aircraft, VMS Eve, which together comprised the Company’s initial commercial spaceflight system. As a result, future costs associated with this spaceflight system, including the manufacture of related rocket motors, will no longer qualify as research and development activities.

Following the launch of commercial service and achievement of technological feasibility, the Company began presenting the operating expenses supporting the Company’s commercial spaceline activities as spaceline operations expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Expenses incurred prior to the achievement of technological feasibility were classified as research and development and selling, general and administrative expenses. Spaceline operations expense includes costs associated with commercial spaceflight services and production costs that are not eligible for capitalization. Spaceline operations expense also includes costs to support the Company’s Future Astronaut community and costs related to payload cargo and engineering services, which were previously presented as customer experience expense.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Reverse Stock Split

On June 14, 2024, the Company effected a 1-for-20 reverse stock split of the Company’s common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every 20 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock. Proportionate adjustments were also made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The Reverse Stock Split did not decrease the number of authorized shares of common stock or otherwise affect the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive fractional shares as a result of the Reverse Stock Split were paid cash in lieu thereof. All shares of the Company’s common stock, per-share data and related information included in the accompanying condensed consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split had been effected prior to all periods presented.

(2) Cash, Cash Equivalents and Marketable Securities

The Company maintains certain cash balances restricted as to withdrawal or use. Restricted cash consists of cash deposits received from future astronauts that are contractually restricted for operational use until the condition of carriage is signed or the deposits are refunded.

The amortized cost, unrealized gains (losses) and estimated fair value of the Company's cash, cash equivalents and marketable securities are as follows:


	June 30, 2024
	Amortized Cost		Gross Unrealized Losses		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash and restricted cash	$	13,256	$	—	$	13,256
Money market	201,572		—		201,572
Marketable securities:
U.S. treasuries	113,533		(73)		113,460
Corporate bonds	493,024		(573)		492,451
	$	821,385	$	(646)	$	820,739


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash and restricted cash	$	17,727	$	—	$	17,727
Money market	235,865		—		235,865
Marketable securities:
U.S. treasuries	198,639		44		198,683
Corporate bonds	529,893		258		530,151
	$	982,124	$	302	$	982,426

Interest receivable of $4.8 million and $4.6 million is included in other current assets in the accompanying condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

The Company recognizes amortization and accretion of purchase premiums and discounts on its marketable securities in interest income in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company recognized $4.6 million and $2.0 million in accretion income, net for its marketable securities for the three months ended June 30, 2024 and 2023, respectively. The Company recognized $10.0 million and $2.5 million in accretion income, net for its marketable securities for the six months ended June 30, 2024 and 2023, respectively.

The following table presents the contractual maturities of the Company's marketable securities as of June 30, 2024:


	June 30, 2024
	Amortized Cost		Estimated Fair Value
	(In thousands)
Matures within one year	$	594,006	$	593,375
Matures between one to two years	12,551		12,536
	$	606,557	$	605,911

(3) Inventories

Inventories are included in other current assets in the accompanying condensed consolidated balance sheets and are comprised of the following:


	June 30, 2024		December 31, 2023
	(In thousands)
Raw materials and work-in-process	$	10,534	$	13,875
Spare parts	3,580		2,426
	$	14,114	$	16,301

(4) Property, Plant and Equipment, Net

Property, plant and equipment consists of the following:


		June 30, 2024		December 31, 2023
	(In thousands)
Land		$	1,302	$	1,302
Buildings		9,092		9,092
Flight vehicles and rotables		4,290		4,074
Machinery and equipment		40,960		39,983
Information technology software and equipment		43,641		43,256
Leasehold improvements		37,187		37,141
Construction in progress		90,016		34,584
		226,488		169,432
Less: accumulated depreciation and amortization		82,033		75,626
		$	144,455	$	93,806

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(5) Leases

The components of expense related to leases are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Operating lease cost	$	3,417	$	2,800	$	6,876	$	5,610
Variable lease cost	1,126		584		2,270		1,285
Short-term lease cost	6		6		12		12

Finance lease cost:
Amortization of assets under finance leases	55		66		122		131
Interest on finance lease liabilities	17		20		36		39
Total finance lease cost	72		86		158		170
Total lease cost	$	4,621	$	3,476	$	9,316	$	7,077

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


	Six Months Ended June 30,
	2024			2023
	(In thousands, except term and rate data)
Cash Flow Information:
Operating cash flows for operating leases	$	6,578		$	4,245
Operating cash flows for finance leases	$	36		$	39
Financing cash flows for finance leases	$	108		$	116
Non-cash Activity:
Assets acquired in exchange for lease obligations:
Operating leases	$	1,532		$	270
Finance leases	$	—		$	140
Other Information:
Weighted-average remaining lease term:
Operating leases (in years)	9.3			10.2
Finance leases (in years)	2.8			3.2
Weighted-average discount rates:
Operating leases	12.1		%	12.2		%
Finance leases	13.1		%	12.9		%

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

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


	June 30, 2024		December 31, 2023

	(In thousands)
Operating Leases:
Long-term right-of-use assets	$	57,607	$	58,526

Short-term operating lease liabilities	$	4,823	$	4,350
Long-term operating lease liabilities	67,893		68,864
Total operating lease liabilities	$	72,716	$	73,214

Right-of-use assets are included in other non-current assets, and lease liabilities are included in other current liabilities and other non-current liabilities in the accompanying condensed consolidated balance sheets.

(6) Other Current Liabilities

The components of other current liabilities are as follows:


	June 30, 2024		December 31, 2023

	(In thousands)
Accrued compensation	$	19,881	$	32,179
Accrued manufacturing sub-contractor and contract labor costs	16,332		9,500
Other	17,567		13,725
	$	53,780	$	55,404

(7) Convertible Senior Notes

In January 2022, the Company completed an offering of $425 million aggregate principal amount of convertible senior notes (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. The 2027 Notes mature on February 1, 2027 unless earlier repurchased, redeemed or converted.

The net carrying value of the 2027 Notes is as follows:


	June 30, 2024		December 31, 2023
	(In thousands)
Principal	$	425,000	$	425,000
Less: unamortized debt issuance costs	6,005		7,114
Net carrying amount	$	418,995	$	417,886

During each of the three months ended June 30, 2024 and 2023, the Company recognized $3.2 million of interest expense on the 2027 Notes. Interest expense included $0.6 million and $0.5 million of amortized debt issuance costs during the three months ended June 30, 2024 and 2023, respectively.

During each of the six months ended June 30, 2024 and 2023, the Company recognized $6.4 million of interest expense on the 2027 Notes. Interest expense included $1.1 million of amortized debt issuance costs for each of the six months ended June 30, 2024 and 2023.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(8) Stockholders' Equity

In August 2022, 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 $300 million of shares of the Company's common stock from time to time through the Agents, acting as sales agents, or directly to one or more of the Agents, acting as principal(s), through an "at-the-market offering" program (the "2022 ATM Program").

The Company completed the 2022 ATM Program in June 2023, selling a total of 3.0 million shares of common stock and generating $300 million in gross proceeds, before deducting $3.0 million in underwriting discounts, commissions and other expenses.

In June 2023, the Company entered into a distribution agency agreement with the Agents providing for the offer and sale of up to $400 million of shares of the Company's common stock from time to time through the Agents, acting as sales agents, or directly to one or more of the Agents, acting as principal(s), through an "at-the-market offering" program (the "2023 ATM Program").

During the six months ended June 30, 2024, the Company sold 3.9 million shares of common stock under the 2023 ATM Program and generated $71.6 million in gross proceeds, before deducting $0.7 million in underwriting discounts, commissions and other expenses.

As of June 30, 2024, the Company sold a total of 7.9 million shares of common stock under the 2023 ATM Program, generating $359.1 million in gross proceeds, before deducting $3.6 million in underwriting discounts, commissions and other expenses.

(9) Stock-Based Compensation

The Company maintains two equity incentive plans -- the Second Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the "Second A&R Plan") and the Virgin Galactic Holdings, Inc. 2023 Employment Inducement Incentive Award Plan (the "Inducement Plan").

The Second A&R Plan was adopted by the Company's board of directors and became effective in April 2024, subject to the approval of the Company’s stockholders, and was approved by the Company’s stockholders in June 2024. The Second A&R Plan amended and restated the Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Plan (the “A&R Plan”) and made the following material changes to the A&R Plan: (i) increased the number of shares available by 0.7 million shares with an aggregate of 2.2 million shares reserved for issuance under the Second A&R Plan, (ii) increased the number of shares which may be granted as incentive stock options (“ISOs”) under the Second A&R Plan, such that an aggregate of 2.2 million shares may be granted as incentive stock options under the Second A&R Plan, and (iii) extended the right to grant awards under the plan through June 12, 2034, provided that incentive stock options may not be granted under the Second A&R Plan after April 18, 2034.

Pursuant to the Second A&R Plan and related predecessor plans, the Company has granted time-based stock options, performance-based stock options ("PSOs"), restricted stock units ("RSUs"), and performance stock units ("PSUs"). Pursuant to the Inducement Plan, the Company has granted RSUs.

Liability-Classified Stock Awards

During the six months ended June 30, 2024, the Company granted 0.3 million RSUs under the A&R Plan that are expected be settled in cash. Changes in the fair value of these liability-classified awards are reported on a quarterly basis through their final vesting. Expense is recognized over the requisite service period of the award, with recognition of a corresponding liability recorded in other current liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2024. Changes in fair value are recognized in stock-based compensation expense.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

A summary of the components of stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Stock option and PSO expense:

Research and development	$	—	$	492	$	—	$	1,025
Selling, general and administrative	584		1,382		1,201		3,020
Total stock option and PSO expense	584		1,874		1,201		4,045

RSU and PSU expense:
Spaceline operations	1,227		—		2,395		—
Research and development	1,080		2,525		2,186		5,008
Selling, general and administrative	5,345		7,460		10,698		15,782
Total RSU and PSU expense	7,652		9,985		15,279		20,790
Total stock-based compensation expense	8,236		11,859		16,480		24,835
Less: stock-based compensation expense for liability-classified awards	144		—		343		—
Stock-based compensation expense for equity-classified awards	$	8,092	$	11,859	$	16,137	$	24,835

As of June 30, 2024, the Company had unrecognized stock-based compensation expense of $2.3 million for stock options, which is expected to be recognized over a weighted-average period of 1.1 years. There was no unrecognized stock-based compensation expense for PSOs. Unrecognized stock-based compensation expense as of June 30, 2024 for RSUs and PSUs totaled $35.1 million and $4.0 million, respectively, which are expected to be recognized over weighted-average periods of 2.3 years and 1.4 years, respectively.

(10) Special Charges

In November 2023, the Company commenced a restructuring plan designed to decrease costs and strategically realign its resources. In connection with this plan, the Company announced a workforce reduction constituting approximately 18% of its workforce. As a result, the Company recorded $4.4 million in severance and related benefit costs for the involuntarily terminated employees as special charges during the fourth quarter of 2023.

In January 2024, the Company fully paid the $1.4 million liability balance associated with these costs that were accrued at December 31, 2023.

(11) Income Taxes

Income tax expense was $34,000 for each of the three months ended June 30, 2024 and 2023. Income tax expense was $114,000 and $162,000 for the six months ended June 30, 2024 and 2023, respectively. The effective income tax rate was nil for each of the three and six months ended June 30, 2024 and 2023. The effective tax rate differs from the U.S. statutory rate primarily due to a full valuation allowance against net deferred tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(12) Earnings Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands, except per share amounts)
Basic and diluted:
Net loss	$	(93,775)	$	(134,364)	$	(195,787)	$	(293,749)
Weighted-average common shares outstanding	21,484		14,661		20,752		14,294
Basic and diluted net loss per share	$	(4.36)	$	(9.16)	$	(9.43)	$	(20.55)

Basic and diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. The computation of diluted net loss per share excludes the effect of all potential common shares outstanding as their impact would have been anti-dilutive.

The Company has excluded stock-based awards and shares issuable upon conversion of the 2027 Notes from the diluted loss per share calculation because their effect was anti-dilutive. The total number of shares excluded for each of the three and six months ended June 30, 2024 were 2.4 million. The total number of shares excluded for each of the three and six months ended June 30, 2023 were 2.3 million.

(13) Fair Value Measurements

Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair value. Accordingly, assets and liabilities carried at fair value are classified within the fair value hierarchy in one of the following categories:

• Level 1 inputs — Quoted prices in active markets for identical assets or liabilities.

• Level 2 inputs — Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

• Level 3 inputs — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

The following tables present 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:


	June 30, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Money market	$	201,572	$	—	$	—	$	201,572
U.S. treasuries	113,460		—		—		113,460
Corporate bonds	—		492,451		—		492,451
Total assets at fair value	$	315,032	$	492,451	$	—	$	807,483

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Money market	$	235,865	$	—	$	—	$	235,865
U.S. treasuries	198,683		—		—		198,683
Corporate bonds	—		530,151		—		530,151
Total assets at fair value	$	434,548	$	530,151	$	—	$	964,699

The following tables present the Company's financial liabilities that are recorded at amortized cost, segregated among the appropriate levels within the fair value hierarchy:


	June 30, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Liabilities:
2027 Notes	$	—	$	135,443	$	—	$	135,443
Total liabilities at fair value	$	—	$	135,443	$	—	$	135,443


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Liabilities:
2027 Notes	$	—	$	189,937	$	—	$	189,937
Total liabilities at fair value	$	—	$	189,937	$	—	$	189,937

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.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(14) Commitments and Contingencies

Leases

Future minimum lease payments under noncancelable operating leases and future minimum finance lease payments as of June 30, 2024 are as follows:


	Operating Leases		Finance Leases
	(In thousands)
2024 (for the remaining period)	$	6,591	$	113
2025	13,240		227
2026	13,233		176
2027	12,919		61
2028	12,706		22
Thereafter	65,072		—
Total payments	123,761		599
Less: present value discount/imputed interest	51,045		91
Present value of lease liabilities	$	72,716	$	508

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 June 30, 2024, 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.

The Boeing Company and Aurora Flight Sciences Corporation v. the Company

On March 21, 2024, The Boeing Company and Aurora Flight Sciences Corporation, a Boeing Company (collectively, “Boeing”), filed suit against the Company in the Eastern District of Virginia, captioned The Boeing Company and Aurora Flight Sciences Corporation, a Boeing Company v. Virgin Galactic Holdings, Inc., Case No. 1:21-cv-03070. In its complaint, Boeing alleges that the Company breached the parties’ Master Agreement. Boeing further alleges trade secret misappropriation under the Delaware Uniform Trade Secrets Act (“DUTSA”), 6 Del C. § 2001, et. seq., and the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 1836, et. seq., and filed a motion for preliminary injunction to destroy certain disputed documents. The complaint seeks damages in excess of $25 million, expenses, attorneys’ fees and other equitable relief. On April 12, 2024, the Company filed an answer to Boeing’s complaint and a counterclaim seeking damages relating to Boeing’s breach of the Master Agreement, as well as an opposition to Boeing’s motion for a preliminary injunction.

On April 4, 2024, the Company filed suit against Boeing in the Central District of California. In its complaint, the Company sought: (1) declaratory judgment of no misappropriation of trade secrets under either DUTSA or DTSA by the Company, (2) declaratory judgment of no breach of contract by the Company, and (3) damages related to Boeing’s breach of contract for failure to adequately perform, including incomplete work on design phases of the project. On April 12, 2024, Boeing filed a motion for an anti-suit injunction in connection with the Company’s California suit. On June 6, 2024, the Company voluntarily dismissed the California action without prejudice, electing to pursue its

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

affirmative claims against Boeing by way of the counterclaim filed in the Virginia action, and on that same day the Company and Boeing jointly informed the Virginia court that the Company’s voluntary dismissal of the California action without prejudice rendered moot Boeing’s motion for an anti-suit injunction.

A hearing on the motion for a preliminary injunction took place on May 24, 2024. On June 20, 2024, the Court denied the preliminary injunction sought by Boeing, and ordered that the Company could use the disputed documents internally, and with third parties under a non-disclosure agreement, for the purpose of developing a new mothership. The Company intends to continue to vigorously defend against this matter.

Lavin v. the Company

On May 28, 2021, a class action complaint was filed against the Company 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 the Company and certain of its current and former officers and directors on behalf of a putative class of investors who purchased the Company's common stock between July 10, 2019 and October 14, 2021.

The amended complaint alleges, among other things, that the Company and certain of its 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 defendants moved to dismiss the second amended complaint and, on August 8, 2023, the court granted in part and denied in part the defendants’ motion and did not give plaintiffs leave to file a further amended complaint. Plaintiffs moved for reconsideration of the court’s dismissal order and, on December 19, 2023, the court denied plaintiffs’ motion. On March 27, 2024, the defendants moved for judgment on the pleadings as to the remaining Section 10(b) insider trading claim alleged against Branson. On April 2, 2024, the court stayed briefing on defendants’ motion for judgment on the pleadings pending resolution of plaintiffs’ anticipated motion for leave to add a new representative plaintiff, which plaintiffs’ subsequently filed on May 1, 2024. The court granted plaintiffs’ motion on July 2, 2024. 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 the Company's 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 (“Spiteri Action”), Grenier v. Branson et al., Case No. 1:22-cv-01100 (“Grenier Action”), Laidlaw v. Branson et al., Case No. 1:22-cv-05634 (“Laidlaw Action”), and St. Jean v. Branson et al., Case No. 1:22-cv-7551 (“St. Jean Action”), respectively. On May 4, 2022, the Spiteri and Grenier Actions were consolidated and recaptioned In re Virgin Galactic Holdings, Inc. Derivative Litigation, Case No. 1:22-cv-00933 (“Consolidated Derivative Action”). On September 30, 2023, the Laidlaw Action was consolidated into the Consolidated Derivative Action. 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.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Abughazaleh derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors

On February 13, 2023, alleged shareholder Yousef Abughazaleh filed a derivative complaint purportedly on behalf of the Company against certain of the Company's current and former officers and directors in the District of Delaware captioned Abughazaleh v. Branson et al., Case No. 23-156-MN. The complaint asserts violations of Section 14(a) of the Exchange Act of 1934 and SEC Rule 14a-9, and claims of breach of fiduciary duty, contribution and indemnification, and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above.

The complaint seeks an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. The case is at a preliminary stage.

Molnar and Tubbs derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors

On April 9, 2024, alleged shareholders Crystal Molnar and Cleveland Tubbs filed a derivative complaint purportedly on behalf of the Company against certain of the Company's current and former officers and directors in the Central District of California captioned Molnar v. Branson et al., Case No. 8:24-cv-775. The complaint asserts violations of Section 10(b) and 21D of the Exchange Act of 1934, and claims of breach of fiduciary duty and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above.

The complaint seeks an unspecified sum of damages, restitution, expenses, attorneys’ fees, and other equitable relief. The case is at a preliminary stage.

Gera derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors

On July 11, 2024, alleged shareholder Samhita Gera filed a derivative complaint purportedly on behalf of the Company against certain of the Company’s current and former officers and directors in the Eastern District of New York captioned Gera v. Branson et al., Case No. 24-cv-04795. The complaint asserts violations of Section 14(a) of the Exchange Act of 1934 and SEC Rule 14a-9, and claims of breach of fiduciary duty, contribution and indemnification, and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above.

The complaint seeks an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. The case is at a preliminary stage.

(15) Related Party Transactions

The Company licenses its brand name from certain entities affiliated with Virgin Enterprises Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” worldwide. Royalties payable, excluding sponsorship royalties, are the greater of (a) a low single-digit percentage of gross sales and (b) (i) prior to the first spaceflight for paying astronauts, a mid-five figure amount in dollars and (ii) from the first spaceflight for paying astronauts, a low-six figure amount in dollars, which increases to a low-seven figure amount in dollars over a four-year ramp up and thereafter increases in correlation with the consumer price index. Royalties payable on sponsorships are based on a mid-double-digit percentage of the related gross sales. During the six months ended June 30, 2024 and 2023, the Company incurred royalty expenses of $0.5 million and $0.1 million, respectively.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(16) Supplemental Cash Flow Information


	Six Months Ended June 30,
	2024		2023
	(In thousands)
Supplemental disclosure of cash flow information:
Cash payments for:
Income taxes	$	166	$	533
Interest	—		10,625

Supplemental disclosure of non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment	$	10,871	$	9,848
Issuance of common stock through RSUs vested	1,762		6,662

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

Unless the context otherwise requires, all references in this section to the “Company,” "Virgin Galactic," “we,” “us,” or “our” refer to Virgin Galactic Holdings, Inc. and its subsidiaries.

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited financial statements and the related notes thereto, and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "Annual Report on Form 10-K"). This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” sections of our Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and under the "Cautionary Note Regarding Forward-Looking Statements" section and elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We are an aerospace and space travel company offering access to space for private individuals, researchers and government agencies. Our missions include flying passengers to space, as well as flying scientific payloads and researchers to space in order to conduct experiments for scientific and educational purposes. Our operations include the design and development, manufacturing, ground and flight testing, spaceflight operation, and post-flight maintenance of our spaceflight system. Our current spaceflight system was developed using our proprietary technology and processes and is focused on providing space experiences for private astronauts, researcher flights and professional astronaut training. We have also leveraged our knowledge and expertise in manufacturing spaceships to occasionally perform engineering services for third parties.

Recent Developments

In June 2024, we completed our second spaceflight of 2024 and seventh commercial spaceflight to date, 'Galactic 07,' carrying one researcher and three private astronauts. Following the 'Galactic 07' flight, we paused Unity spaceflights and expect to re-commence flying with test flights of our new Delta Class spaceships in advance of restarting commercial service, which is expected to begin in 2026.

On June 12, 2024, at the Company’s 2024 annual meeting of stockholders, our stockholders approved, and on June 14, 2024, we effected, a 1-for-20 reverse stock split (the “Reverse Stock Split”), and our common stock began trading on a split-adjusted basis on June 17, 2024. Prior to the Reverse Stock Split, on May 29, 2024, we received a notice from the New York Stock Exchange (the “NYSE”) that we were no longer in compliance with Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), which requires listed companies to maintain an average closing price per share of at least $1.00 over a 30 consecutive trading-day period. Following the Reverse Stock Split, on July 1, 2024, we received a letter from the NYSE stating that we regained compliance with Section 802.01C.

All shares of our common stock, per-share data and related information included in this Quarterly Report on Form 10-Q have been retroactively adjusted as though the Reverse Stock Split had been effected prior to all periods presented.

In July 2024, we completed our new manufacturing facility in Mesa, Arizona, where final assembly of our next-generation Delta Class spaceships is scheduled to begin in 2025. After the initial development of our first Delta Class spaceship, we estimate the recurring cost to make each additional spaceship to be between $50 and $60 million.

Factors Affecting Our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below, as well as in Part 1, Item 1A. of our Annual Report on Form 10-K titled “Risk Factors” and in Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Customer Demand

We have already received significant interest from potential astronauts. Going forward, we expect the size of our backlog and the number of astronauts that have flown to space on our spaceflight system to be an important indicator of our future performance. As of June 30, 2024, we have reservations for spaceflights for approximately 700 future astronauts, which represent approximately $193 million in expected future spaceflight revenue upon completion of the spaceflights.

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Available Capacity and Annual Flight Rate

We commenced our commercial operations with VSS Unity and VMS Eve, which together comprised our initial commercial spaceflight system. Our annual flight rate is constrained by the availability and capacity of this commercial spaceflight system. To expand capacity, we are currently developing our next-generation spaceflight vehicles. These next-generation spaceflight vehicles, which include our Delta Class spaceships and additional motherships, are expected to dramatically increase our annual flight rate.

We expect to reach a significant milestone for the design phase of our Delta Class spaceships at the end of summer 2024, completing the majority of manufacturing designs. This will enable us to deploy some of our engineers from the Delta program to the design of our new motherships, which we project to be ready for service in 2028.

Safety Performance of Our Spaceflight Systems

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

Results of Operations

The following tables set forth our results of operations for the periods presented. The period-to-period comparisons of financial results are not necessarily indicative of future results.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Revenue	$	4,220	$	1,871	$	6,205	$	2,263

Operating expenses:
Spaceline operations	27,288		234		49,879		552
Research and development	41,535		86,574		100,504		196,444
Selling, general and administrative	33,931		51,437		61,815		101,802
Depreciation and amortization	3,256		3,192		6,955		6,437
Total operating expenses	106,010		141,437		219,153		305,235

Operating loss	(101,790)		(139,566)		(212,948)		(302,972)

Interest income	11,108		8,404		23,416		15,734
Interest expense	(3,230)		(3,216)		(6,457)		(6,427)
Other income, net	171		48		316		78
Loss before income taxes	(93,741)		(134,330)		(195,673)		(293,587)
Income tax expense	34		34		114		162
Net loss	$	(93,775)	$	(134,364)	$	(195,787)	$	(293,749)

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For the Three and Six Months Ended June 30, 2024 Compared to the Three and Six Months Ended June 30, 2023

Revenue


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2024		2023						2024		2023
	(In thousands, except %)
Revenue	$	4,220	$	1,871	$	2,349	126	%	$	6,205	$	2,263	$	3,942	174	%

Revenue for the three and six months ended June 30, 2024 and 2023 were primarily attributable to revenue generated from our commercial spaceflights and membership fees related to our Future Astronaut community.

Spaceline Operations


	Three Months Ended June 30,				$ Change		% Change	Six Months Ended June 30,				$ Change		% Change
	2024		2023					2024		2023
	(In thousands, except %)
Spaceline operations	$	27,288	$	234	$	27,054	n.m.	$	49,879	$	552	$	49,327	n.m.

Spaceline operations expense includes costs to maintain and operate our spaceflight system; non-capitalizable costs to build our new vehicles and manufacture items required to support the making of our vehicles, such as rocket motors and spare parts; the consumption of rocket motors, fuel and other consumables; costs to maintain and support our Future Astronaut community; and costs to provide payload cargo and engineering services.

Following the launch of commercial service and achievement of technological feasibility in July 2023, we began presenting the operating expenses supporting our commercial spaceline activities as spaceline operations expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Prior to achievement of technological feasibility, spaceline operations expense included costs to support our Future Astronaut community and costs related to payload cargo and engineering services, which were previously presented as customer experience expense.

Spaceline operations expense for the three and six months ended June 30, 2024 was primarily attributable to costs to maintain and operate our spaceflight system; non-capitalizable costs to build our new vehicles and manufacture items required to support the making of our vehicles; and costs to maintain and support our Future Astronaut community. Spaceline operations expense for the three and six months ended June 30, 2023 was primarily attributable to incremental costs related to our commercial spaceflight and costs related to our Future Astronaut community.

Research and Development


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2024		2023						2024		2023
	(In thousands, except %)
Research and development	$	41,535	$	86,574	$	(45,039)	(52)	%	$	100,504	$	196,444	$	(95,940)	(49)	%

Research and development expenses represent costs incurred to support activities that advance our future fleet towards commercialization, including basic research, applied research, concept formulation studies, design, development, and related testing activities. Research and development costs will consist primarily of equipment, material, and labor costs (including from third-party contractors) for designing the spaceflight system’s structure, spaceflight propulsion system, and flight profiles for our next-generation spaceships and motherships, as well as allocated facilities and other supporting overhead costs.

Research and development expenses decreased from $86.6 million for the three months ended June 30, 2023 to $41.5 million for the three months ended June 30, 2024. The decrease was primarily driven by a $22.8 million decrease in materials, consulting, and other costs primarily due to the completion of modifications in 2023 of VSS Unity and VMS Eve, a $20.3 million decrease in cash compensation and other employee benefit costs primarily due to the completion of the modifications in 2023 of VSS Unity and VMS Eve and a reduction in headcount, and a $1.9 million decrease in stock-based compensation.

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Research and development expenses decreased from $196.4 million for the six months ended June 30, 2023 to $100.5 million for the six months ended June 30, 2024. The decrease was primarily driven by a $48.9 million decrease in materials, consulting, and other costs primarily due to the completion of modifications in 2023 of VSS Unity and VMS Eve, a $42.4 million decrease in cash compensation and other employee benefit costs primarily due to the completion of the modifications in 2023 of VSS Unity and VMS Eve and a reduction in headcount, an $8.3 million decrease in other operational costs primarily due to a technology license fee expensed in 2023, and a $3.8 million decrease in stock-based compensation. These decreases were partially offset by a $10.4 million increase in sub-contractor and contract labor costs associated with the development of our next-generation spaceflight vehicles.

Selling, General and Administrative


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2024		2023						2024		2023
	(In thousands, except %)
Selling, general and administrative	$	33,931	$	51,437	$	(17,506)	(34)	%	$	61,815	$	101,802	$	(39,987)	(39)	%

Selling, general and administrative expenses consist primarily of compensation and other employee benefit costs for employees involved in general corporate functions, including executive management and administration, accounting, finance, legal, information technology, sales and marketing, and human resources. Non-compensation components of selling, general and administrative expenses include accounting, legal and other professional fees, facilities expenses, and other corporate expenses.

Selling, general and administrative expenses decreased from $51.4 million for the three months ended June 30, 2023 to $33.9 million for the three months ended June 30, 2024. The decrease was primarily driven by a $9.1 million decrease in cash compensation and other employee benefit costs primarily due to a reduction in headcount, a $4.3 million decrease in consulting and other professional fees, and a $2.9 million decrease in stock-based compensation.

Selling, general and administrative expenses decreased from $101.8 million for the six months ended June 30, 2023 to $61.8 million for the six months ended June 30, 2024. The decrease was primarily driven by a $20.1 million decrease in cash compensation and other employee benefit costs primarily due to a reduction in headcount, a $9.1 million decrease in consulting and other professional fees, and a $6.9 million decrease in stock-based compensation.

Depreciation and Amortization


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2024		2023						2024		2023
	(In thousands, except %)
Depreciation and amortization	$	3,256	$	3,192	$	64	2	%	$	6,955	$	6,437	$	518	8	%

Depreciation and amortization expense increased from $3.2 million for the three months ended June 30, 2023 to $3.3 million for the three months ended June 30, 2024.

Depreciation and amortization expense increased from $6.4 million for the six months ended June 30, 2023 to $7.0 million for the six months ended June 30, 2024. The increase was primarily due to the acquisition of property, plant and equipment.

Interest Income


	Three Months Ended June 30,				$ Change		% Change		Six Months Ended June 30,				$ Change		% Change
	2024		2023						2024		2023
	(In thousands, except %)
Interest income	$	11,108	$	8,404	$	2,704	32	%	$	23,416	$	15,734	$	7,682	49	%

Interest income increased from $8.4 million for the three months ended June 30, 2023 to $11.1 million for the three months ended June 30, 2024. This increase was primarily driven by higher investment returns on marketable securities and higher interest rates on deposits in interest-bearing accounts.

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Interest income increased from $15.7 million for the six months ended June 30, 2023 to $23.4 million for the six months ended June 30, 2024. This increase was primarily driven by higher investment returns on marketable securities and higher interest rates on deposits in interest-bearing accounts.

Interest Expense


	Three Months Ended June 30,				$ Change		% Change	Six Months Ended June 30,				$ Change		% Change
	2024		2023					2024		2023
	(In thousands, except %)
Interest expense	$	3,230	$	3,216	$	14	n.m.	$	6,457	$	6,427	$	30	n.m.

Interest expense was $3.2 million for each of the three months ended June 30, 2024 and 2023. Interest expense increased from $6.4 million for the six months ended June 30, 2023 to $6.5 million for the six months ended June 30, 2024. Interest expense primarily consists of interest expense and amortization of debt issuance costs related to our convertible senior notes.

Income Tax Expense

Income tax expense was immaterial for the three and six months ended June 30, 2024 and 2023. We have accumulated net operating losses at the U.S. federal and state levels. We maintain a full valuation allowance against our net U.S. federal and state deferred tax assets. The income tax expense is primarily related to corporate income taxes for our operations in the United Kingdom, which operates on a cost-plus arrangement.

Liquidity and Capital Resources

As of June 30, 2024, we had cash, cash equivalents and restricted cash of $214.8 million and marketable securities of $605.9 million. Our principal sources of liquidity have come from sales of our common stock and offering of convertible senior notes ("2027 Notes").

Historical Cash Flows


	Six Months Ended June 30,
	2024		2023
	(In thousands)
Net cash provided by (used in):
Operating activities	$	(192,361)	$	(261,387)
Investing activities	83,676		48,751
Financing activities	69,921		268,044
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(38,764)	$	55,408

Operating Activities

Net cash used in operating activities was $192.4 million for the six months ended June 30, 2024, and consisted primarily of $195.8 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $16.5 million and depreciation and amortization expense of $7.0 million, partially offset by $9.3 million of other non-cash items and $11.8 million of cash used from changes in operating assets and liabilities.

Net cash used in operating activities was $261.4 million for the six months ended June 30, 2023, and consisted primarily of $293.7 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $24.8 million and depreciation and amortization expense of $6.4 million.

Investing Activities

Net cash provided by investing activities was $83.7 million for the six months ended June 30, 2024, and consisted primarily of $479.4 million in proceeds from maturities and calls of marketable securities, partially offset by $348.8 million in purchases of marketable securities and $47.5 million in capital expenditures.

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Net cash provided by investing activities was $48.8 million for the six months ended June 30, 2023, and consisted of $471.3 million in proceeds from maturities and calls of marketable securities, partially offset by $409.9 million in purchases of marketable securities and $12.6 million in capital expenditures.

Financing Activities

Net cash provided by financing activities was $69.9 million for the six months ended June 30, 2024, and consisted primarily of net cash proceeds from the sale and issuance of common stock of $70.9 million, partially offset by tax withholdings paid for net settled stock-based awards of $0.9 million.

Net cash provided by financing activities was $268.0 million for the six months ended June 30, 2023, and consisted primarily of net cash proceeds from the sale and issuance of common stock of $270.5 million, partially offset by tax withholdings paid for net settled stock-based awards of $2.3 million.

Funding Requirements

We expect our expenditures to fluctuate in connection with our ongoing activities, particularly as we continue to advance the development of our next-generation spaceflight system and leverage investments in capital expenditures.

As our fleet of spaceships expands, we expect our expenditures to increase as we scale our commercial operations. Specifically, our long-term expenditures will increase as we:

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

•hire additional personnel in manufacturing operations, testing programs, maintenance operations and guest services as we increase the volume of our spaceflights;

•scale up required operational facilities, such as hangars and warehouses; and

•establish our astronaut campus in New Mexico.

We expect our arrangements with third-party providers to manufacture key subassemblies for our next-generation spaceships and for the design and manufacture of our next-generation carrier aircraft will require significant capital expenditures. Certain estimated amounts in connection with third-party arrangements are subject to future negotiations and cannot be estimated with reasonable certainty.

We believe that our current capital is adequate to sustain our operations for at least the next twelve months. Changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. While we have completed our initial commercial launch with a single spaceship, we are currently developing our next-generation spaceflight vehicles. We anticipate the costs to manufacture additional vehicles will begin to decrease as we continue to scale up our manufacturing processes and capabilities.

Issuances of Common Stock

In August 2022, we 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 $300 million of shares of our common stock from time to time through the Agents, acting as sales agents, or directly to one or more of the Agents, acting as principal(s), through an "at-the-market offering" program (the "2022 ATM Program").

We completed the 2022 ATM Program in June 2023, selling a total of 3.0 million shares of common stock and generating $300 million in gross proceeds, before deducting $3.0 million in underwriting discounts, commissions and other expenses.

In June 2023, we entered into a distribution agency agreement with the Agents providing for the offer and sale of up to $400 million of shares of our common stock from time to time through the Agents, acting as sales agents, or directly to one or more of the Agents, acting as principal(s), through an "at-the-market offering" program (the "2023 ATM Program").

During the six months ended June 30, 2024, we sold 3.9 million shares of common stock under the 2023 ATM Program and generated $71.6 million in gross proceeds, before deducting $0.7 million in underwriting discounts, commissions and other expenses.

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As of June 30, 2024, we sold a total of 7.9 million shares of common stock under the 2023 ATM Program, generating $359.1 million in gross proceeds, before deducting $3.6 million in underwriting discounts, commissions and other expenses.

Liquidity Outlook

For at least the next twelve months, we expect our principal demand for funds will be for our ongoing activities described above. We expect to meet our short-term liquidity requirements primarily through our cash, cash equivalents and marketable securities on hand. We believe we will have sufficient liquidity available to fund our business needs, commitments and contractual obligations for the next twelve months.

Beyond the next twelve months, our principal demand for funds will be to sustain our operations, operate our spaceline at Spaceport America in New Mexico, and expand our fleet of spaceships, motherships, and supporting facilities. We expect to generate revenue from our spaceflight program, which is expected to restart in 2026. To the extent this source of capital as well as sources of capital described above are insufficient to meet our needs, we may need to seek additional debt or equity financing.

The commercial launch of our spaceflight program and the anticipated expansion of our fleet have unpredictable costs and are subject to significant risks, uncertainties and contingencies, many of which are beyond our control, that may affect the timing and magnitude of these anticipated expenditures. Some of these risk and uncertainties are described in more detail in our Annual Report on Form 10-K under the heading Item 1A. “Risk Factors—Risks Related to Our Business.”

Contractual Obligations and Commitments

Except as set forth in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes outside the ordinary course of business to our contractual obligations and commitments as described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies referred to below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.

During the fiscal quarter ended June 30, 2024, there were no significant changes to our critical accounting policies and estimates compared to those previously disclosed in "Critical Accounting Policies and Estimates" included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2023 Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

During the fiscal quarter ended June 30, 2024, there were no significant changes to our market risks compared to those previously disclosed in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" included in our 2023 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

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

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows. See Note 14 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Item 1A. Risk Factors

Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of our potential risks and uncertainties, see the risk factors previously disclosed in Part I, Item 1. “Business,” Part I, Item 1A. “Risk Factors,” and Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K, in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and in Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, other than the addition of the Risk Factor below.

We completed a 1-for-20 reverse stock split of our shares of common stock, which may have adverse effects on the trading of our common stock.

On May 29, 2024, we received a notice from the New York Stock Exchange (the “NYSE”) that we were no longer in compliance with Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), which requires listed companies to maintain an average closing price per share of at least $1.00 over a 30 consecutive trading-day period. On June 12, 2024, at the Company’s 2024 annual meeting of stockholders, our stockholders approved, and on June 14, 2024 we effected, a 1-for-20 reverse stock split (the “Reverse Stock Split”), and our common stock began trading on a split-adjusted basis on June 17, 2024. On July 1, 2024, we received a letter from the NYSE stating that we regained compliance with Section 802.01C. However, the effect that the Reverse Stock Split will have on the market price of our common stock cannot be predicted with certainty, and if our common stock again does not maintain an average closing price per share of at least $1.00 over a 30 consecutive trading-day period, we would receive another notice of non-compliance from the NYSE and would be provided a period of six months from the date of such notice to regain compliance with Section 802.01C. There can be no assurance that the per share price of our common stock will continue to meet the price criteria or other requirements for continued listing of our common stock on the NYSE.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

During the three months ended June 30, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement,” except as described in the table below:

Name

Title

Action

Applicable Date

Duration of Trading Arrangement

Rule 10b5-1 Trading Arrangement (Y/N)

Aggregated Number of Securities Subject to Trading Arrangement(2)

Aparna Chitale

Chief People Officer

Terminated

5/10/2024

3/15/2024-3/14/2025(2)

Y(1)

80,802

(1) Denotes whether the trading arrangement is intended to satisfy the affirmative defense Rule 10b5-1(c).

(2) This number represented the maximum number of shares of our common stock that were subject to the trading arrangement. No trading occurred under this Plan prior to its termination, as the applicable mandatory cooling-off period had not yet expired.

Item 6. Exhibits

The following documents are filed as part of this report:

(1) Exhibits. The following exhibits are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/Furnished Herewith

3.1

Certificate of Incorporation of the Registrant

8-K

001-38202

3.1

10/29/2019

3.1(a)

C ertificate of Amendment to Certificate of Incorporation

8-K

001-38202

3.1

6/14/2024

3.2

Amended and Restated By-Laws of the Registrant

8-K

001-38202

3.1

3/14/2024

10.1

S econd Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan

8-K

001-38202

10.1

6/14/2024

31.1

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

31.2

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

32.1

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

32.2

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

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/Furnished Herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

* Filed herewith.

** Furnished herewith.

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Signatures

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


	Virgin Galactic Holdings, Inc.

Date: August 7, 2024		/s/ Michael Colglazier
	Name:	Michael Colglazier
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: August 7, 2024		/s/ Douglas Ahrens
	Name:	Douglas Ahrens
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT

RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Colglazier, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Virgin Galactic Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 7, 2024						/s/ Michael Colglazier
						Michael Colglazier
						Chief Executive Officer
						(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT

RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas Ahrens, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Virgin Galactic Holdings, Inc.;

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 7, 2024						/s/ Douglas Ahrens
						Douglas Ahrens
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Virgin Galactic Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Colglazier, Chief Executive Officer (Principal Executive Officer), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.


August 7, 2024						/s/ Michael Colglazier
						Michael Colglazier
						Chief Executive Officer
						(Principal Executive Officer)

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Virgin Galactic Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas Ahrens, Chief Financial Officer (Principal Financial Officer), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.


August 7, 2024						/s/ Douglas Ahrens
						Douglas Ahrens
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Jul. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		28,483,577
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Central Index Key	0001706946
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 182,310	$ 216,799
Restricted cash	32,518	36,793
Marketable securities, short-term	593,375	657,238
Other current assets	35,711	39,999
Total current assets	843,914	950,829
Marketable securities, long-term	12,536	71,596
Property, plant and equipment, net	144,455	93,806
Other non-current assets	61,563	63,286
Total assets	1,062,468	1,179,517
Current liabilities:
Accounts payable	37,705	32,415
Customer deposits	87,726	97,841
Other current liabilities	53,780	55,404
Total current liabilities	179,211	185,660
Non-current liabilities:
Convertible senior notes, net	418,995	417,886
Other non-current liabilities	69,435	70,495
Total liabilities	667,641	674,041
Commitments and contingencies (Note 14)
Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.0001 par value; 700,000,000 shares authorized; 23,984,220 and 19,995,449 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	2	2
Additional paid-in capital	2,717,327	2,631,235
Accumulated deficit	(2,321,919)	(2,126,132)
Accumulated other comprehensive income (loss)	(583)	371
Total stockholders' equity	394,827	505,476
Total liabilities and stockholders' equity	$ 1,062,468	$ 1,179,517

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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)	23,984,220	19,995,449
Common stock, shares outstanding (in shares)	23,984,220	19,995,449

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 4,220	$ 1,871	$ 6,205	$ 2,263
Operating expenses:
Spaceline operations	27,288	234	49,879	552
Research and development	41,535	86,574	100,504	196,444
Selling, general and administrative	33,931	51,437	61,815	101,802
Depreciation and amortization	3,256	3,192	6,955	6,437
Total operating expenses	106,010	141,437	219,153	305,235
Operating loss	(101,790)	(139,566)	(212,948)	(302,972)
Interest income	11,108	8,404	23,416	15,734
Interest expense	(3,230)	(3,216)	(6,457)	(6,427)
Other income, net	171	48	316	78
Loss before income taxes	(93,741)	(134,330)	(195,673)	(293,587)
Income tax expense	34	34	114	162
Net loss	(93,775)	(134,364)	(195,787)	(293,749)
Other comprehensive income (loss):
Foreign currency translation adjustment	2	34	(6)	69
Unrealized gain (loss) on marketable securities	(84)	1,885	(948)	4,986
Total comprehensive loss	$ (93,857)	$ (132,445)	$ (196,741)	$ (288,694)
Net loss per share:
Basic (in dollars per share)	$ (4.36)	$ (9.16)	$ (9.43)	$ (20.55)
Diluted (in dollars per share)	$ (4.36)	$ (9.16)	$ (9.43)	$ (20.55)
Weighted-average shares outstanding:
Basic (in shares)	21,484	14,661	20,752	14,294
Diluted (in shares)	21,484	14,661	20,752	14,294

Condensed 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, 2022		13,769,861
Beginning balance at Dec. 31, 2022	$ 480,223	$ 1	$ 2,111,343	$ (1,623,795)	$ (7,326)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(159,385)			(159,385)
Other comprehensive income (loss)	3,136				3,136
Stock-based compensation for equity-classified awards	12,976		12,976
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares)		25,408
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	(1,870)		(1,870)
Issuance of common stock pursuant to at-the-market offering (in shares)		287,975
Issuance of common stock pursuant to at-the-market offering	32,044		32,044
Transaction costs	(343)		(343)
Ending balance (in shares) at Mar. 31, 2023		14,083,244
Ending balance at Mar. 31, 2023	366,781	$ 1	2,154,150	(1,783,180)	(4,190)
Beginning balance (in shares) at Dec. 31, 2022		13,769,861
Beginning balance at Dec. 31, 2022	480,223	$ 1	2,111,343	(1,623,795)	(7,326)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(293,749)
Ending balance (in shares) at Jun. 30, 2023		16,838,027
Ending balance at Jun. 30, 2023	484,541	$ 2	2,404,354	(1,917,544)	(2,271)
Beginning balance (in shares) at Mar. 31, 2023		14,083,244
Beginning balance at Mar. 31, 2023	366,781	$ 1	2,154,150	(1,783,180)	(4,190)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(134,364)			(134,364)
Other comprehensive income (loss)	1,919				1,919
Stock-based compensation for equity-classified awards	11,859		11,859
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares)		24,254
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	(446)	$ 0	(446)
Issuance of common stock pursuant to at-the-market offering (in shares)		2,730,529
Issuance of common stock pursuant to at-the-market offering	241,393	$ 1	241,392
Transaction costs	(2,601)		(2,601)
Ending balance (in shares) at Jun. 30, 2023		16,838,027
Ending balance at Jun. 30, 2023	$ 484,541	$ 2	2,404,354	(1,917,544)	(2,271)
Beginning balance (in shares) at Dec. 31, 2023	19,995,449	19,995,449
Beginning balance at Dec. 31, 2023	$ 505,476	$ 2	2,631,235	(2,126,132)	371
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(102,012)			(102,012)
Other comprehensive income (loss)	(872)				(872)
Stock-based compensation for equity-classified awards	8,045		8,045
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares)		13,735
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	(269)		(269)
Issuance of common stock pursuant to at-the-market offering (in shares)		254,445
Issuance of common stock pursuant to at-the-market offering	7,272	$ 0	7,272
Transaction costs	(58)		(58)
Ending balance (in shares) at Mar. 31, 2024		20,263,629
Ending balance at Mar. 31, 2024	$ 417,582	$ 2	2,646,225	(2,228,144)	(501)
Beginning balance (in shares) at Dec. 31, 2023	19,995,449	19,995,449
Beginning balance at Dec. 31, 2023	$ 505,476	$ 2	2,631,235	(2,126,132)	371
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (195,787)
Ending balance (in shares) at Jun. 30, 2024	23,984,220	23,984,220
Ending balance at Jun. 30, 2024	$ 394,827	$ 2	2,717,327	(2,321,919)	(583)
Beginning balance (in shares) at Mar. 31, 2024		20,263,629
Beginning balance at Mar. 31, 2024	417,582	$ 2	2,646,225	(2,228,144)	(501)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(93,775)			(93,775)
Other comprehensive income (loss)	(82)				(82)
Stock-based compensation for equity-classified awards	8,092		8,092
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares)		45,649
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	(601)		(601)
Issuance of common stock pursuant to at-the-market offering (in shares)		3,675,079
Issuance of common stock pursuant to at-the-market offering	64,308	$ 0	64,308
Transaction costs	$ (695)		(695)
Fractional share adjustment due to reverse stock split (in shares)	(137)
Fractional share adjustment due to reverse stock split	$ (2)
Ending balance (in shares) at Jun. 30, 2024	23,984,220	23,984,220
Ending balance at Jun. 30, 2024	$ 394,827	$ 2	$ 2,717,327	$ (2,321,919)	$ (583)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (195,787)	$ (293,749)
Stock-based compensation	16,480	24,835
Depreciation and amortization	6,955	6,437
Amortization of debt issuance costs	1,109	1,075
Other non-cash items	(9,281)	(2,020)
Change in operating assets and liabilities:
Other current and non-current assets	6,272	10,529
Accounts payable	5,017	7,644
Customer deposits	(10,115)	(2,535)
Other current and non-current liabilities	(13,011)	(13,603)
Net cash used in operating activities	(192,361)	(261,387)
Cash flows from investing activities:
Capital expenditures	(47,487)	(12,616)
Purchases of marketable securities	(348,833)	(409,920)
Proceeds from maturities and calls of marketable securities	479,398	471,287
Other investing activities	598	0
Net cash provided by investing activities	83,676	48,751
Cash flows from financing activities:
Payments of finance lease obligations	(108)	(116)
Proceeds from issuance of common stock	71,580	273,437
Withholding taxes paid on behalf of employees on net settled stock-based awards	(870)	(2,316)
Transaction costs related to issuance of common stock	(681)	(2,961)
Net cash provided by financing activities	69,921	268,044
Net increase (decrease) in cash, cash equivalents and restricted cash	(38,764)	55,408
Cash, cash equivalents and restricted cash at beginning of period	253,592	342,627
Cash, cash equivalents and restricted cash at end of period	214,828	398,035
Cash and cash equivalents	182,310	358,309
Restricted cash	32,518	39,726
Cash, cash equivalents and restricted cash	$ 214,828	$ 398,035

Description of Business and Basis of Presentation	6 Months Ended
Description of Business and Basis of Presentation	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Virgin Galactic Holdings, Inc., together with its consolidated subsidiaries ("Virgin Galactic" or the "Company"), is an aerospace and space travel company focused on the development, manufacture and operation of spaceships and related technologies. The Company provides access to space for private individuals, researchers and government agencies. The Company's missions include flying passengers to space, as well as flying scientific payloads and researchers to space in order to conduct experiments for scientific and educational purposes. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted pursuant to such rules and regulations. However, in management's opinion, the condensed consolidated financial statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods presented. The operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Statement of Operations Presentation In July 2023, the Company concluded that technological feasibility had been achieved for its initial spaceship, VSS Unity, and mothership carrier aircraft, VMS Eve, which together comprised the Company’s initial commercial spaceflight system. As a result, future costs associated with this spaceflight system, including the manufacture of related rocket motors, will no longer qualify as research and development activities. Following the launch of commercial service and achievement of technological feasibility, the Company began presenting the operating expenses supporting the Company’s commercial spaceline activities as spaceline operations expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Expenses incurred prior to the achievement of technological feasibility were classified as research and development and selling, general and administrative expenses. Spaceline operations expense includes costs associated with commercial spaceflight services and production costs that are not eligible for capitalization. Spaceline operations expense also includes costs to support the Company’s Future Astronaut community and costs related to payload cargo and engineering services, which were previously presented as customer experience expense. Reverse Stock Split On June 14, 2024, the Company effected a 1-for-20 reverse stock split of the Company’s common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every 20 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock. Proportionate adjustments were also made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The Reverse Stock Split did not decrease the number of authorized shares of common stock or otherwise affect the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive fractional shares as a result of the Reverse Stock Split were paid cash in lieu thereof. All shares of the Company’s common stock, per-share data and related information included in the accompanying condensed consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split had been effected prior to all periods presented.

Cash, Cash Equivalents and Marketable Securities

6 Months Ended

Jun. 30, 2024

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Marketable Securities

The amortized cost, unrealized gains (losses) and estimated fair value of the Company's cash, cash equivalents and marketable securities are as follows:


	June 30, 2024
	Amortized Cost		Gross Unrealized Losses		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash and restricted cash	$	13,256	$	—	$	13,256
Money market	201,572		—		201,572
Marketable securities:
U.S. treasuries	113,533		(73)		113,460
Corporate bonds	493,024		(573)		492,451
	$	821,385	$	(646)	$	820,739


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash and restricted cash	$	17,727	$	—	$	17,727
Money market	235,865		—		235,865
Marketable securities:
U.S. treasuries	198,639		44		198,683
Corporate bonds	529,893		258		530,151
	$	982,124	$	302	$	982,426

The following table presents the contractual maturities of the Company's marketable securities as of June 30, 2024:


	June 30, 2024
	Amortized Cost		Estimated Fair Value
	(In thousands)
Matures within one year	$	594,006	$	593,375
Matures between one to two years	12,551		12,536
	$	606,557	$	605,911

Inventories

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories are included in other current assets in the accompanying condensed consolidated balance sheets and are comprised of the following:


	June 30, 2024		December 31, 2023
	(In thousands)
Raw materials and work-in-process	$	10,534	$	13,875
Spare parts	3,580		2,426
	$	14,114	$	16,301

Property, Plant, and Equipment, Net

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment, Net

Property, Plant and Equipment, Net

Property, plant and equipment consists of the following:


		June 30, 2024		December 31, 2023
	(In thousands)
Land		$	1,302	$	1,302
Buildings		9,092		9,092
Flight vehicles and rotables		4,290		4,074
Machinery and equipment		40,960		39,983
Information technology software and equipment		43,641		43,256
Leasehold improvements		37,187		37,141
Construction in progress		90,016		34,584
		226,488		169,432
Less: accumulated depreciation and amortization		82,033		75,626
		$	144,455	$	93,806

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Leases

The components of expense related to leases are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Operating lease cost	$	3,417	$	2,800	$	6,876	$	5,610
Variable lease cost	1,126		584		2,270		1,285
Short-term lease cost	6		6		12		12

Finance lease cost:
Amortization of assets under finance leases	55		66		122		131
Interest on finance lease liabilities	17		20		36		39
Total finance lease cost	72		86		158		170
Total lease cost	$	4,621	$	3,476	$	9,316	$	7,077

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


	Six Months Ended June 30,
	2024			2023
	(In thousands, except term and rate data)
Cash Flow Information:
Operating cash flows for operating leases	$	6,578		$	4,245
Operating cash flows for finance leases	$	36		$	39
Financing cash flows for finance leases	$	108		$	116
Non-cash Activity:
Assets acquired in exchange for lease obligations:
Operating leases	$	1,532		$	270
Finance leases	$	—		$	140
Other Information:
Weighted-average remaining lease term:
Operating leases (in years)	9.3			10.2
Finance leases (in years)	2.8			3.2
Weighted-average discount rates:
Operating leases	12.1		%	12.2		%
Finance leases	13.1		%	12.9		%

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


	June 30, 2024		December 31, 2023

	(In thousands)
Operating Leases:
Long-term right-of-use assets	$	57,607	$	58,526

Short-term operating lease liabilities	$	4,823	$	4,350
Long-term operating lease liabilities	67,893		68,864
Total operating lease liabilities	$	72,716	$	73,214

Leases

The components of expense related to leases are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Operating lease cost	$	3,417	$	2,800	$	6,876	$	5,610
Variable lease cost	1,126		584		2,270		1,285
Short-term lease cost	6		6		12		12

Finance lease cost:
Amortization of assets under finance leases	55		66		122		131
Interest on finance lease liabilities	17		20		36		39
Total finance lease cost	72		86		158		170
Total lease cost	$	4,621	$	3,476	$	9,316	$	7,077

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


	Six Months Ended June 30,
	2024			2023
	(In thousands, except term and rate data)
Cash Flow Information:
Operating cash flows for operating leases	$	6,578		$	4,245
Operating cash flows for finance leases	$	36		$	39
Financing cash flows for finance leases	$	108		$	116
Non-cash Activity:
Assets acquired in exchange for lease obligations:
Operating leases	$	1,532		$	270
Finance leases	$	—		$	140
Other Information:
Weighted-average remaining lease term:
Operating leases (in years)	9.3			10.2
Finance leases (in years)	2.8			3.2
Weighted-average discount rates:
Operating leases	12.1		%	12.2		%
Finance leases	13.1		%	12.9		%

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


	June 30, 2024		December 31, 2023

	(In thousands)
Operating Leases:
Long-term right-of-use assets	$	57,607	$	58,526

Short-term operating lease liabilities	$	4,823	$	4,350
Long-term operating lease liabilities	67,893		68,864
Total operating lease liabilities	$	72,716	$	73,214

Other Current Liabilities

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Other Current Liabilities

The components of other current liabilities are as follows:


	June 30, 2024		December 31, 2023

	(In thousands)
Accrued compensation	$	19,881	$	32,179
Accrued manufacturing sub-contractor and contract labor costs	16,332		9,500
Other	17,567		13,725
	$	53,780	$	55,404

Convertible Senior Notes

6 Months Ended

Jun. 30, 2024

Convertible Debt [Abstract]

Convertible Senior Notes

The net carrying value of the 2027 Notes is as follows:


	June 30, 2024		December 31, 2023
	(In thousands)
Principal	$	425,000	$	425,000
Less: unamortized debt issuance costs	6,005		7,114
Net carrying amount	$	418,995	$	417,886

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders' Equity In August 2022, 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 $300 million of shares of the Company's common stock from time to time through the Agents, acting as sales agents, or directly to one or more of the Agents, acting as principal(s), through an "at-the-market offering" program (the "2022 ATM Program"). The Company completed the 2022 ATM Program in June 2023, selling a total of 3.0 million shares of common stock and generating $300 million in gross proceeds, before deducting $3.0 million in underwriting discounts, commissions and other expenses. In June 2023, the Company entered into a distribution agency agreement with the Agents providing for the offer and sale of up to $400 million of shares of the Company's common stock from time to time through the Agents, acting as sales agents, or directly to one or more of the Agents, acting as principal(s), through an "at-the-market offering" program (the "2023 ATM Program"). During the six months ended June 30, 2024, the Company sold 3.9 million shares of common stock under the 2023 ATM Program and generated $71.6 million in gross proceeds, before deducting $0.7 million in underwriting discounts, commissions and other expenses. As of June 30, 2024, the Company sold a total of 7.9 million shares of common stock under the 2023 ATM Program, generating $359.1 million in gross proceeds, before deducting $3.6 million in underwriting discounts, commissions and other expenses.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Liability-Classified Stock Awards

A summary of the components of stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Stock option and PSO expense:

Research and development	$	—	$	492	$	—	$	1,025
Selling, general and administrative	584		1,382		1,201		3,020
Total stock option and PSO expense	584		1,874		1,201		4,045

RSU and PSU expense:
Spaceline operations	1,227		—		2,395		—
Research and development	1,080		2,525		2,186		5,008
Selling, general and administrative	5,345		7,460		10,698		15,782
Total RSU and PSU expense	7,652		9,985		15,279		20,790
Total stock-based compensation expense	8,236		11,859		16,480		24,835
Less: stock-based compensation expense for liability-classified awards	144		—		343		—
Stock-based compensation expense for equity-classified awards	$	8,092	$	11,859	$	16,137	$	24,835

Special Charges	6 Months Ended
Special Charges	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
Special Charges	Special Charges In November 2023, the Company commenced a restructuring plan designed to decrease costs and strategically realign its resources. In connection with this plan, the Company announced a workforce reduction constituting approximately 18% of its workforce. As a result, the Company recorded $4.4 million in severance and related benefit costs for the involuntarily terminated employees as special charges during the fourth quarter of 2023. In January 2024, the Company fully paid the $1.4 million liability balance associated with these costs that were accrued at December 31, 2023.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax expense was $34,000 for each of the three months ended June 30, 2024 and 2023. Income tax expense was $114,000 and $162,000 for the six months ended June 30, 2024 and 2023, respectively. The effective income tax rate was nil for each of the three and six months ended June 30, 2024 and 2023. The effective tax rate differs from the U.S. statutory rate primarily due to a full valuation allowance against net deferred tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized.

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands, except per share amounts)
Basic and diluted:
Net loss	$	(93,775)	$	(134,364)	$	(195,787)	$	(293,749)
Weighted-average common shares outstanding	21,484		14,661		20,752		14,294
Basic and diluted net loss per share	$	(4.36)	$	(9.16)	$	(9.43)	$	(20.55)

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

• Level 1 inputs — Quoted prices in active markets for identical assets or liabilities.

• Level 2 inputs — Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

• Level 3 inputs — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

The following tables present 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:


	June 30, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Money market	$	201,572	$	—	$	—	$	201,572
U.S. treasuries	113,460		—		—		113,460
Corporate bonds	—		492,451		—		492,451
Total assets at fair value	$	315,032	$	492,451	$	—	$	807,483


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Money market	$	235,865	$	—	$	—	$	235,865
U.S. treasuries	198,683		—		—		198,683
Corporate bonds	—		530,151		—		530,151
Total assets at fair value	$	434,548	$	530,151	$	—	$	964,699

The following tables present the Company's financial liabilities that are recorded at amortized cost, segregated among the appropriate levels within the fair value hierarchy:


	June 30, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Liabilities:
2027 Notes	$	—	$	135,443	$	—	$	135,443
Total liabilities at fair value	$	—	$	135,443	$	—	$	135,443


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Liabilities:
2027 Notes	$	—	$	189,937	$	—	$	189,937
Total liabilities at fair value	$	—	$	189,937	$	—	$	189,937

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Leases

Future minimum lease payments under noncancelable operating leases and future minimum finance lease payments as of June 30, 2024 are as follows:


	Operating Leases		Finance Leases
	(In thousands)
2024 (for the remaining period)	$	6,591	$	113
2025	13,240		227
2026	13,233		176
2027	12,919		61
2028	12,706		22
Thereafter	65,072		—
Total payments	123,761		599
Less: present value discount/imputed interest	51,045		91
Present value of lease liabilities	$	72,716	$	508

Legal Proceedings

The Boeing Company and Aurora Flight Sciences Corporation v. the Company

Lavin v. the Company

Spiteri, Grenier, Laidlaw, and St. Jean derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors

Abughazaleh derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors

The complaint seeks an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. The case is at a preliminary stage.

Molnar and Tubbs derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors

The complaint seeks an unspecified sum of damages, restitution, expenses, attorneys’ fees, and other equitable relief. The case is at a preliminary stage.

Gera derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors

The complaint seeks an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. The case is at a preliminary stage.

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company licenses its brand name from certain entities affiliated with Virgin Enterprises Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” worldwide. Royalties payable, excluding sponsorship royalties, are the greater of (a) a low single-digit percentage of gross sales and (b) (i) prior to the first spaceflight for paying astronauts, a mid-five figure amount in dollars and (ii) from the first spaceflight for paying astronauts, a low-six figure amount in dollars, which increases to a low-seven figure amount in dollars over a four-year ramp up and thereafter increases in correlation with the consumer price index. Royalties payable on sponsorships are based on a mid-double-digit percentage of the related gross sales. During the six months ended June 30, 2024 and 2023, the Company incurred royalty expenses of $0.5 million and $0.1 million, respectively.

Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information


	Six Months Ended June 30,
	2024		2023
	(In thousands)
Supplemental disclosure of cash flow information:
Cash payments for:
Income taxes	$	166	$	533
Interest	—		10,625

Supplemental disclosure of non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment	$	10,871	$	9,848
Issuance of common stock through RSUs vested	1,762		6,662

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (93,775)	$ (102,012)	$ (134,364)	$ (159,385)	$ (195,787)	$ (293,749)

Insider Trading Arrangements

3 Months Ended

6 Months Ended

Jun. 30, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Name

Title

Action

Applicable Date

Duration of Trading Arrangement

Rule 10b5-1 Trading Arrangement (Y/N)

Aggregated Number of Securities Subject to Trading Arrangement(2)

Aparna Chitale

Chief People Officer

Terminated

5/10/2024

3/15/2024-3/14/2025(2)

Y(1)

80,802

(1) Denotes whether the trading arrangement is intended to satisfy the affirmative defense Rule 10b5-1(c).

Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Terminated

false

Aparna Chitale, May 10, 2024 Terminated Plan [Member] | Aparna Chitale [Member]

Trading Arrangements, by Individual

Name

Aparna Chitale

Title

Chief People Officer

Rule 10b5-1 Arrangement Terminated

true

Termination Date

5/10/2024

Aggregate Available

80,802

Description of Business and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Use of Estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
Statement of Operations Presentation	Statement of Operations Presentation In July 2023, the Company concluded that technological feasibility had been achieved for its initial spaceship, VSS Unity, and mothership carrier aircraft, VMS Eve, which together comprised the Company’s initial commercial spaceflight system. As a result, future costs associated with this spaceflight system, including the manufacture of related rocket motors, will no longer qualify as research and development activities. Following the launch of commercial service and achievement of technological feasibility, the Company began presenting the operating expenses supporting the Company’s commercial spaceline activities as spaceline operations expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Expenses incurred prior to the achievement of technological feasibility were classified as research and development and selling, general and administrative expenses. Spaceline operations expense includes costs associated with commercial spaceflight services and production costs that are not eligible for capitalization. Spaceline operations expense also includes costs to support the Company’s Future Astronaut community and costs related to payload cargo and engineering services, which were previously presented as customer experience expense.
Restricted Cash	Restricted cash consists of cash deposits received from future astronauts that are contractually restricted for operational use until the condition of carriage is signed or the deposits are refunded.
Fair Value Measurements	Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair value. Accordingly, assets and liabilities carried at fair value are classified within the fair value hierarchy in one of the following categories: • Level 1 inputs — Quoted prices in active markets for identical assets or liabilities. • Level 2 inputs — Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

Cash, Cash Equivalents and Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2024

Cash and Cash Equivalents [Abstract]

Schedule of Marketable Securities

The amortized cost, unrealized gains (losses) and estimated fair value of the Company's cash, cash equivalents and marketable securities are as follows:


	June 30, 2024
	Amortized Cost		Gross Unrealized Losses		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash and restricted cash	$	13,256	$	—	$	13,256
Money market	201,572		—		201,572
Marketable securities:
U.S. treasuries	113,533		(73)		113,460
Corporate bonds	493,024		(573)		492,451
	$	821,385	$	(646)	$	820,739


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Fair Value
	(In thousands)
Cash and cash equivalents:
Cash and restricted cash	$	17,727	$	—	$	17,727
Money market	235,865		—		235,865
Marketable securities:
U.S. treasuries	198,639		44		198,683
Corporate bonds	529,893		258		530,151
	$	982,124	$	302	$	982,426

Schedule of Contractual Maturities

The following table presents the contractual maturities of the Company's marketable securities as of June 30, 2024:


	June 30, 2024
	Amortized Cost		Estimated Fair Value
	(In thousands)
Matures within one year	$	594,006	$	593,375
Matures between one to two years	12,551		12,536
	$	606,557	$	605,911

Inventories (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories are included in other current assets in the accompanying condensed consolidated balance sheets and are comprised of the following:


	June 30, 2024		December 31, 2023
	(In thousands)
Raw materials and work-in-process	$	10,534	$	13,875
Spare parts	3,580		2,426
	$	14,114	$	16,301

Property, Plant, and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant, and Equipment

Property, plant and equipment consists of the following:


		June 30, 2024		December 31, 2023
	(In thousands)
Land		$	1,302	$	1,302
Buildings		9,092		9,092
Flight vehicles and rotables		4,290		4,074
Machinery and equipment		40,960		39,983
Information technology software and equipment		43,641		43,256
Leasehold improvements		37,187		37,141
Construction in progress		90,016		34,584
		226,488		169,432
Less: accumulated depreciation and amortization		82,033		75,626
		$	144,455	$	93,806

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Lease Expense and Cash Flow Information

The components of expense related to leases are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Operating lease cost	$	3,417	$	2,800	$	6,876	$	5,610
Variable lease cost	1,126		584		2,270		1,285
Short-term lease cost	6		6		12		12

Finance lease cost:
Amortization of assets under finance leases	55		66		122		131
Interest on finance lease liabilities	17		20		36		39
Total finance lease cost	72		86		158		170
Total lease cost	$	4,621	$	3,476	$	9,316	$	7,077

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


	Six Months Ended June 30,
	2024			2023
	(In thousands, except term and rate data)
Cash Flow Information:
Operating cash flows for operating leases	$	6,578		$	4,245
Operating cash flows for finance leases	$	36		$	39
Financing cash flows for finance leases	$	108		$	116
Non-cash Activity:
Assets acquired in exchange for lease obligations:
Operating leases	$	1,532		$	270
Finance leases	$	—		$	140
Other Information:
Weighted-average remaining lease term:
Operating leases (in years)	9.3			10.2
Finance leases (in years)	2.8			3.2
Weighted-average discount rates:
Operating leases	12.1		%	12.2		%
Finance leases	13.1		%	12.9		%

Schedule of Balance Sheet Information

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


	June 30, 2024		December 31, 2023

	(In thousands)
Operating Leases:
Long-term right-of-use assets	$	57,607	$	58,526

Short-term operating lease liabilities	$	4,823	$	4,350
Long-term operating lease liabilities	67,893		68,864
Total operating lease liabilities	$	72,716	$	73,214

Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Schedule of Other Current Liabilities

The components of other current liabilities are as follows:


	June 30, 2024		December 31, 2023

	(In thousands)
Accrued compensation	$	19,881	$	32,179
Accrued manufacturing sub-contractor and contract labor costs	16,332		9,500
Other	17,567		13,725
	$	53,780	$	55,404

Convertible Senior Notes (Tables)

6 Months Ended

Jun. 30, 2024

Convertible Debt [Abstract]

Schedule of Convertible Debt


	June 30, 2024		December 31, 2023
	(In thousands)
Principal	$	425,000	$	425,000
Less: unamortized debt issuance costs	6,005		7,114
Net carrying amount	$	418,995	$	417,886

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Units Activity

A summary of the components of stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Stock option and PSO expense:

Research and development	$	—	$	492	$	—	$	1,025
Selling, general and administrative	584		1,382		1,201		3,020
Total stock option and PSO expense	584		1,874		1,201		4,045

RSU and PSU expense:
Spaceline operations	1,227		—		2,395		—
Research and development	1,080		2,525		2,186		5,008
Selling, general and administrative	5,345		7,460		10,698		15,782
Total RSU and PSU expense	7,652		9,985		15,279		20,790
Total stock-based compensation expense	8,236		11,859		16,480		24,835
Less: stock-based compensation expense for liability-classified awards	144		—		343		—
Stock-based compensation expense for equity-classified awards	$	8,092	$	11,859	$	16,137	$	24,835

Schedule of Performance Stock Unit Activity

A summary of the components of stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Stock option and PSO expense:

Research and development	$	—	$	492	$	—	$	1,025
Selling, general and administrative	584		1,382		1,201		3,020
Total stock option and PSO expense	584		1,874		1,201		4,045

RSU and PSU expense:
Spaceline operations	1,227		—		2,395		—
Research and development	1,080		2,525		2,186		5,008
Selling, general and administrative	5,345		7,460		10,698		15,782
Total RSU and PSU expense	7,652		9,985		15,279		20,790
Total stock-based compensation expense	8,236		11,859		16,480		24,835
Less: stock-based compensation expense for liability-classified awards	144		—		343		—
Stock-based compensation expense for equity-classified awards	$	8,092	$	11,859	$	16,137	$	24,835

Schedule of Stock Option and RSU Expense

A summary of the components of stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Stock option and PSO expense:

Research and development	$	—	$	492	$	—	$	1,025
Selling, general and administrative	584		1,382		1,201		3,020
Total stock option and PSO expense	584		1,874		1,201		4,045

RSU and PSU expense:
Spaceline operations	1,227		—		2,395		—
Research and development	1,080		2,525		2,186		5,008
Selling, general and administrative	5,345		7,460		10,698		15,782
Total RSU and PSU expense	7,652		9,985		15,279		20,790
Total stock-based compensation expense	8,236		11,859		16,480		24,835
Less: stock-based compensation expense for liability-classified awards	144		—		343		—
Stock-based compensation expense for equity-classified awards	$	8,092	$	11,859	$	16,137	$	24,835

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands, except per share amounts)
Basic and diluted:
Net loss	$	(93,775)	$	(134,364)	$	(195,787)	$	(293,749)
Weighted-average common shares outstanding	21,484		14,661		20,752		14,294
Basic and diluted net loss per share	$	(4.36)	$	(9.16)	$	(9.43)	$	(20.55)

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets Measured on Recurring Basis


	June 30, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Money market	$	201,572	$	—	$	—	$	201,572
U.S. treasuries	113,460		—		—		113,460
Corporate bonds	—		492,451		—		492,451
Total assets at fair value	$	315,032	$	492,451	$	—	$	807,483


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Money market	$	235,865	$	—	$	—	$	235,865
U.S. treasuries	198,683		—		—		198,683
Corporate bonds	—		530,151		—		530,151
Total assets at fair value	$	434,548	$	530,151	$	—	$	964,699

The following tables present the Company's financial liabilities that are recorded at amortized cost, segregated among the appropriate levels within the fair value hierarchy:


	June 30, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Liabilities:
2027 Notes	$	—	$	135,443	$	—	$	135,443
Total liabilities at fair value	$	—	$	135,443	$	—	$	135,443


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Liabilities:
2027 Notes	$	—	$	189,937	$	—	$	189,937
Total liabilities at fair value	$	—	$	189,937	$	—	$	189,937

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Operating Lease Maturities

Future minimum lease payments under noncancelable operating leases and future minimum finance lease payments as of June 30, 2024 are as follows:


	Operating Leases		Finance Leases
	(In thousands)
2024 (for the remaining period)	$	6,591	$	113
2025	13,240		227
2026	13,233		176
2027	12,919		61
2028	12,706		22
Thereafter	65,072		—
Total payments	123,761		599
Less: present value discount/imputed interest	51,045		91
Present value of lease liabilities	$	72,716	$	508

Schedule of Finance Lease Maturities

Future minimum lease payments under noncancelable operating leases and future minimum finance lease payments as of June 30, 2024 are as follows:


	Operating Leases		Finance Leases
	(In thousands)
2024 (for the remaining period)	$	6,591	$	113
2025	13,240		227
2026	13,233		176
2027	12,919		61
2028	12,706		22
Thereafter	65,072		—
Total payments	123,761		599
Less: present value discount/imputed interest	51,045		91
Present value of lease liabilities	$	72,716	$	508

Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information


	Six Months Ended June 30,
	2024		2023
	(In thousands)
Supplemental disclosure of cash flow information:
Cash payments for:
Income taxes	$	166	$	533
Interest	—		10,625

Supplemental disclosure of non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment	$	10,871	$	9,848
Issuance of common stock through RSUs vested	1,762		6,662

Description of Business and Basis of Presentation (Details)	Jun. 14, 2024
Common Stock
Class of Warrant or Right [Line Items]
Reverse stock split, conversion ratio	0.05

Cash, Cash Equivalents and Marketable Securities - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and cash equivalents, Amortized Cost	$ 214,828	$ 253,592	$ 398,035	$ 342,627
Marketable securities, Amortized Cost	606,557
Cash, cash equivalents and marketable securities, Amortized Cost	821,385	982,124
Cash, cash equivalents and marketable securities, Gross Unrealized Losses	(646)	302
Marketable securities, Fair Value	605,911
Total assets at fair value	820,739	982,426
U.S. treasuries
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Marketable securities, Amortized Cost	113,533	198,639
Cash, cash equivalents and marketable securities, Gross Unrealized Losses	(73)	44
Marketable securities, Fair Value	113,460	198,683
Corporate bonds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Marketable securities, Amortized Cost	493,024	529,893
Cash, cash equivalents and marketable securities, Gross Unrealized Losses	(573)	258
Marketable securities, Fair Value	492,451	530,151
Cash and restricted cash
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and cash equivalents, Amortized Cost	13,256	17,727
Cash and cash equivalents, Fair Value	13,256	17,727
Money market
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and cash equivalents, Amortized Cost	201,572	235,865
Cash and cash equivalents, Fair Value	$ 201,572	$ 235,865

Cash, Cash Equivalents and Marketable Securities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Interest receivable	$ 4.8		$ 4.8		$ 4.6
Accretion income on marketable securities	$ 4.6	$ 2.0	$ 10.0	$ 2.5

Cash, Cash Equivalents and Marketable Securities - Schedule of Contractual Maturities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Amortized Cost
Matures within one year	$ 594,006
Matures between one to two years	12,551
Marketable securities, Amortized Cost	606,557
Estimated Fair Value
Matures within one year	593,375
Matures between one to two years	12,536
Marketable securities, Total	$ 605,911

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and work-in-process	$ 10,534	$ 13,875
Spare parts	3,580	2,426
Inventories	$ 14,114	$ 16,301

Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 226,488	$ 169,432
Less: accumulated depreciation and amortization	82,033	75,626
Property, plant and equipment, net	144,455	93,806
Land
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	1,302	1,302
Buildings
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	9,092	9,092
Flight vehicles and rotables
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	4,290	4,074
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	40,960	39,983
Information technology software and equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	43,641	43,256
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	37,187	37,141
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 90,016	$ 34,584

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Operating lease cost	$ 3,417	$ 2,800	$ 6,876	$ 5,610
Variable lease cost	1,126	584	2,270	1,285
Short-term lease cost	6	6	12	12
Finance lease cost:
Amortization of assets under finance leases	55	66	122	131
Interest on finance lease liabilities	17	20	36	39
Total finance lease cost	72	86	158	170
Total lease cost	$ 4,621	$ 3,476	$ 9,316	$ 7,077

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flow Information:
Operating cash flows for operating leases	$ 6,578	$ 4,245
Operating cash flows for finance leases	36	39
Financing cash flows for finance leases	108	116
Assets acquired in exchange for lease obligations:
Operating leases	1,532	270
Finance leases	$ 0	$ 140
Weighted-average remaining lease term:
Operating leases (in years)	9 years 3 months 18 days	10 years 2 months 12 days
Finance leases (in years)	2 years 9 months 18 days	3 years 2 months 12 days
Weighted-average discount rates:
Operating leases	12.10%	12.20%
Finance leases	13.10%	12.90%

Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Long-term right-of-use assets	$ 57,607	$ 58,526
Short-term operating lease liabilities	4,823	4,350
Long-term operating lease liabilities	67,893	68,864
Total operating lease liabilities	$ 72,716	$ 73,214

Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued compensation	$ 19,881	$ 32,179
Accrued manufacturing sub-contractor and contract labor costs	16,332	9,500
Other	17,567	13,725
Total	$ 53,780	$ 55,404

Convertible Senior Notes - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jan. 31, 2022
Line of Credit Facility [Line Items]
Amortization of debt issuance costs			$ 1,109,000	$ 1,075,000
2027 Notes \| Convertible Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount					$ 425,000,000
Interest rate					2.50%
Interest expense	$ 3,200,000	$ 3,200,000	6,400,000	6,400,000
Amortization of debt issuance costs	$ 600,000	$ 500,000	$ 1,100,000	$ 1,100,000

Convertible Senior Notes - Schedule of Convertible Debt (Details) - 2027 Notes - Convertible Debt - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Principal	$ 425,000	$ 425,000
Less: unamortized debt issuance costs	6,005	7,114
Net carrying amount	$ 418,995	$ 417,886

Stockholders' Equity (Details) - USD ($) $ in Thousands, shares in Millions	6 Months Ended		13 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Aug. 31, 2022
Class of Warrant or Right [Line Items]
Stock issuance costs	$ 681	$ 2,961
2022 ATM program
Class of Warrant or Right [Line Items]
Stock offering, maximum sale amount				$ 300,000
Stock sold (in shares)		3.0
Proceeds from sale of common stock		$ 300,000
Stock issuance costs		3,000
2023 ATM program
Class of Warrant or Right [Line Items]
Stock offering, maximum sale amount		$ 400,000
Stock sold (in shares)	3.9		7.9
Proceeds from sale of common stock	$ 71,600		$ 359,100
Stock issuance costs	$ 700		$ 3,600

Stock-Based Compensation - Narrative (Details) shares in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) plan shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plan \| plan	2
Authorized (in shares) \| shares	0.7
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares	0.3
Unrecognized compensation cost, period for recognition	2 years 3 months 18 days
Unrecognized stock-based compensation expense, excluding options	$ 35,100,000
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense	$ 2,300,000
Unrecognized compensation cost, period for recognition	1 year 1 month 6 days
Performance Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense	$ 0
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period for recognition	1 year 4 months 24 days
Unrecognized stock-based compensation expense, excluding options	$ 4,000,000.0
Second A/R Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized (in shares) \| shares	2.2

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 8,236	$ 11,859	$ 16,480	$ 24,835
Stock option and PSO expense:
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	584	1,874	1,201	4,045
Stock option and PSO expense: \| Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	0	492	0	1,025
Stock option and PSO expense: \| Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	584	1,382	1,201	3,020
RSU and PSU expense:
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	7,652	9,985	15,279	20,790
RSU and PSU expense: \| Spaceline operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,227	0	2,395	0
RSU and PSU expense: \| Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,080	2,525	2,186	5,008
RSU and PSU expense: \| Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	5,345	7,460	10,698	15,782
Liability-classified Award
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	(144)	0	(343)	0
Stock-based compensation expense for equity-classified awards
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 8,092	$ 11,859	$ 16,137	$ 24,835

Special Charges (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended
Special Charges (Details) - USD ($) $ in Millions	Jan. 31, 2024	Nov. 30, 2023	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Workforce reduction (percent of workforce)		18.00%
Employee Severance
Restructuring Cost and Reserve [Line Items]
Severance and related benefit costs			$ 4.4
Payments for restructuring	$ 1.4

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 34	$ 34	$ 114	$ 162
Effective income tax rate	0.00%	0.00%	0.00%	0.00%

Earnings Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic and diluted:
Net loss, basic	$ (93,775)	$ (134,364)	$ (195,787)	$ (293,749)
Net loss, diluted	$ (93,775)	$ (134,364)	$ (195,787)	$ (293,749)
Weighted average common shares outstanding - basic (in shares)	21,484	14,661	20,752	14,294
Weighted average common share outstanding - diluted (in shares)	21,484	14,661	20,752	14,294
Basic net loss per share (in dollars per share)	$ (4.36)	$ (9.16)	$ (9.43)	$ (20.55)
Diluted net loss per share (in dollars per share)	$ (4.36)	$ (9.16)	$ (9.43)	$ (20.55)

Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-based Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential effect of warrants to purchase stock (in shares)	2.4	2.3	2.4	2.3

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	$ 605,911
Total assets at fair value	820,739	$ 982,426
U.S. treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	113,460	198,683
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	492,451	530,151
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	807,483	964,699
Total liabilities at fair value	135,443	189,937
Fair Value, Recurring \| 2027 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
2027 Notes	135,443	189,937
Fair Value, Recurring \| U.S. treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	113,460	198,683
Fair Value, Recurring \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	492,451	530,151
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	315,032	434,548
Total liabilities at fair value	0	0
Level 1 \| Fair Value, Recurring \| 2027 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
2027 Notes	0	0
Level 1 \| Fair Value, Recurring \| U.S. treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	113,460	198,683
Level 1 \| Fair Value, Recurring \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	0	0
Level 2 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	492,451	530,151
Total liabilities at fair value	135,443	189,937
Level 2 \| Fair Value, Recurring \| 2027 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
2027 Notes	135,443	189,937
Level 2 \| Fair Value, Recurring \| U.S. treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	0	0
Level 2 \| Fair Value, Recurring \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	492,451	530,151
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	0
Level 3 \| Fair Value, Recurring \| 2027 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
2027 Notes	0	0
Level 3 \| Fair Value, Recurring \| U.S. treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	0	0
Level 3 \| Fair Value, Recurring \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities, Fair Value	0	0
Money market
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	201,572	235,865
Money market \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	201,572	235,865
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	201,572	235,865
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

Commitments and Contingencies - Lease Maturities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Operating Leases
2024 (for the remaining period)	$ 6,591
2025	13,240
2026	13,233
2027	12,919
2028	12,706
Thereafter	65,072
Total payments	123,761
Less: present value discount/imputed interest	51,045
Present value of lease liabilities	72,716
Finance Leases
2024 (for the remaining period)	113
2025	227
2026	176
2027	61
2028	22
Thereafter	0
Total payments	599
Less: present value discount/imputed interest	91
Present value of lease liabilities	$ 508

Commitments and Contingencies - Narrative (Details) $ in Millions		10 Months Ended
	Mar. 21, 2024 USD ($)	Dec. 13, 2022 allegedShareholder
Operating Leased Assets [Line Items]
Number of alleged shareholders that filed a complaint \| allegedShareholder		4
The Boeing Company and Aurora Flight Sciences Corporation v. the Company
Operating Leased Assets [Line Items]
Loss contingency, damages sought, value \| $	$ 25

Related Party Transactions (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Affiliated Entity
Related Party Transaction [Line Items]
Royalty expense	$ 0.5	$ 0.1

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash payments for:
Income taxes	$ 166	$ 533
Interest	0	10,625
Supplemental disclosure of non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment	10,871	9,848
Issuance of common stock through RSUs vested	$ 1,762	$ 6,662

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