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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 September 30, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                   to                  
Commission File No. 001-38202
Virgin Galactic Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
85-3608069
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
166 North Roadrunner Parkway, Suite 1C
Las Cruces, New Mexico
88011
(Address of Principal Executive Offices) (Zip Code)
(575) 424-2100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common stock, $0.0001 par value per share
SPCE
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of November 1, 2021, there were 258,011,211 shares of the Company’s common stock, par value $0.0001, issued and outstanding.

VIRGIN GALACTIC HOLDINGS, INC.
TABLE OF CONTENTS
Page
2
Financial Statements (Unaudited)
4
4
5
6
8
9
28
39
39
41
41
41
41
41
41
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43


1

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning us and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to management. Forward-looking statements may be accompanied by words such as "achieve," “aim,” “anticipate,” “believe,” "can," “continue,” “could,” "drive," “estimate,” “expect,” “forecast,” “future,” "grow," "improve," "increase," “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:
•any delay in completing the flight test program and final development of our spaceflight system, which is comprised of our SpaceShipTwo Spaceship, VSS Unity, and our mothership carrier aircraft, VMS Eve;
•our ability to achieve or maintain profitability;
•our ability to effectively market and sell human spaceflights;
•the development of the markets for commercial human spaceflight and commercial research and development payloads;
•our ability to operate our spaceflight system after commercial launch;
•the impact of the COVID-19 pandemic on us, our operations, our future financial or operational results, and our access to additional financing;
•the safety of our spaceflight systems;
•our ability to convert our backlog or inbound inquiries into revenue;
•our ability to conduct test flights;
•our anticipated full passenger capacity;
•delay in development or the manufacture of spaceflight systems;
•our ability to supply our technology to additional market opportunities;
•our expected capital requirements and the availability of additional financing;
•our ability to attract or retain highly qualified personnel, including in accounting and finance roles;
•extensive and evolving government regulation that impact the way we operate;
•risks associated with international expansion;
•our ability to timely and effectively remediate material weaknesses and maintain effective internal control over financial reporting and disclosure and procedures; and
•our ability to continue to use, maintain, enforce, protect and defend our owned and licensed intellectual property, including the Virgin brand.
Additional factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part I, Item 1. “Business,” Part I, Item 1A. “Risk Factors,” and Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations" of Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Amendment No. 2 to Form 10-K"), in Part II, Item IA. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly report ended June 30, 2021, and in Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form
2
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.


3
PART I. FINANCIAL INFORMATION
VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
September 30, 2021 December 31, 2020
(Unaudited) (As Restated)
Assets
Current assets
Cash and cash equivalents $ 702,565  $ 665,924 
Restricted cash 18,078  13,031 
Marketable securities, short-term 29,441  — 
Inventories 29,306  30,483 
Prepaid expenses and other current assets 8,963  18,489 
Total current assets 788,353  727,927 
Marketable securities, long-term 256,691  — 
Property, plant, and equipment, net 48,130  53,148 
Other non-current assets 24,449  22,915 
Total assets $ 1,117,623  $ 803,990 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 7,997  $ 5,998 
Accrued liabilities 23,298  22,982 
Customer deposits 84,769  83,211 
Other current liabilities 2,416  2,830 
Total current liabilities 118,480  115,021 
Non-current liabilities:
Warrant liability —  135,440 
Other long-term liabilities 29,214  26,451 
Total liabilities $ 147,694  $ 276,912 
Commitments and contingencies (Note 15)
Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 authorized; none issued and outstanding
$ —  — 
Common stock, $0.0001 par value; 700,000,000 shares authorized; 257,397,850 and 236,123,659 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
25  23 
Additional paid-in capital 2,013,171  1,297,794 
Accumulated deficit (1,042,846) (770,744)
Accumulated other comprehensive income (421) 5 
Total stockholders' equity 969,929  527,078 
Total liabilities and stockholders' equity $ 1,117,623  $ 803,990 



See accompanying notes to condensed consolidated financial statements.
4
VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands except for per share data)
(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
(As restated) (As restated)
Revenue $ 2,580  $ —  $ 3,151  $ 238 
Cost of revenue 207  —  270  173 
Gross profit 2,373  —  2,881  65 
Selling, general, and administrative expenses 49,859  30,936  133,276  83,738 
Research and development expenses 35,593  46,075  107,859  117,276 
Operating loss (83,079) (77,011) (238,254) (200,949)
Change in fair value of warrants 34,432  (15,280) (34,650) (341,772)
Interest income, net 234  313  766  1,979 
Other income (loss), net 70  (44) 110  5 
Loss before income taxes (48,343) (92,022) (272,028) (540,737)
Income tax expense (25) (40) (74) (34)
Net loss (48,368) (92,062) (272,102) (540,771)
Other comprehensive loss:
Foreign currency translation adjustment 3  48  11  (6)
Unrealized loss on marketable securities (437) —  (437) — 
Total comprehensive loss $ (48,802) $ (92,014) $ (272,528) $ (540,777)
Net loss per share:
Basic $ (0.19) $ (0.41) $ (1.11) $ (2.54)
Diluted (0.32) (0.41) (1.11) (2.54)
Weighted-average shares outstanding:
Basic 254,749,195  225,253,536  244,157,923  213,193,386 
Diluted 255,147,228  225,253,536  244,157,923  213,193,386 
See accompanying notes to condensed consolidated financial statements.
5
VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Equity
(In thousands except for per unit and share data)
(Unaudited)
(As restated for the nine months ended September 30, 2020)


Preferred Stock Common Stock
# of Shares Par Value # of Shares Par Value Additional paid-in capital Accumulated Deficit Accumulated
Other Comprehensive
Income (Loss) 		Total
Balance as of December 31, 2019 —  $ —  196,001,038  $ 20  $ 469,008  $ (125,857) $ 59  $ 343,230 
Net loss —  —  —  —  —  (376,736) —  (376,736)
Other comprehensive income (loss) —  —  —  —  —  —  (54) (54)
Common stock issued related to warrants exercised —  —  13,239,934  1  341,000  —  —  341,001 
Stock-based compensation —  —  —  —  4,425  —  —  4,425 
Balance as of March 31, 2020 —  —  209,240,972  21  814,433  (502,593) 5  311,866 
Net loss —  —  —  —  —  (71,973) —  (71,973)
Common stock issued related to warrants exercised —  —  1,162,884  —  19,741  —  —  19,741 
Stock-based compensation —  —  —  —  5,525  —  —  5,525 
Transaction costs —  —  —  —  (770) —  —  (770)
Balance as of June 30, 2020 —  —  210,403,856  21  838,929  (574,566) 5  264,389 
Net loss —  —  —  —  —  (92,062) —  (92,062)
Other comprehensive income (loss) —  —  —  —  —  —  48  48 
Stock-based compensation —  —  —  —  8,625  —  —  8,625 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes —  —  17,647  —  (399) —  —  (399)
Issuance of common stock —  —  23,600,000  2  460,198  —  —  460,200 
Transaction costs —  —  —  —  (19,515) —  —  (19,515)
Balance as of September 30, 2020 —  —  234,021,503  23  1,287,838  $ (666,628) $ 53  $ 621,286 








6
VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Equity
(In thousands except for per unit and share data)
(Unaudited)
Preferred Stock Common Stock
# of Shares Par Value # of Shares Par Value Additional paid-in capital Accumulated Deficit Accumulated
Other Comprehensive
Income (Loss) 		Total
Balance as of December 31, 2020 —  $ —  236,123,659  $ 23  $ 1,297,794  $ (770,744) $ 5  $ 527,078 
Net loss —  —  —  —  —  (129,694) —  (129,694)
Other comprehensive loss —  —  —  —  —  —  26  26 
Stock-based compensation —  —  —  —  22,111  —  —  22,111 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes —  —  1,150,771  —  323  —  —  323 
Balance as of March 31, 2021 —  —  237,274,430  23  1,320,228  (900,438) 31  419,844 
Net loss
—  —  —  —  —  (94,040) —  (94,040)
Other comprehensive income (loss) —  —  —  —  —  —  (20) (20)
Stock-based compensation —  —  —  —  14,423  —  —  14,423 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes —  —  275,283  —  840  —  —  840 
Common stock issued related to warrants exercised —  —  3,387,827  —  104,176  —  —  104,176 
Balance as of June 30, 2021
—  —  240,937,540  23  1,439,667  (994,478) 11  445,223 
Net loss —  —  —  —  —  (48,368) —  (48,368)
Other comprehensive income (loss) —  —  —  —  —  —  (432) (432)
Stock-based compensation —  —  —  —  12,170  —  —  12,170 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes —  —  685,487  —  1,916  —  —  1,916 
Common stock issued related to warrants exercised —  —  2,034,390  —  —  65,914  —  —  65,914 
Issuance of common stock —  —  13,740,433  2  499,998  —  —  500,000 
Transaction costs —  —  —  —  (6,494) —  —  (6,494)
Balance as of September 30, 2021
—  —  257,397,850  25  2,013,171  $ (1,042,846) $ (421) $ 969,929 

See accompanying notes to condensed consolidated financial statements.
7
VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended September 30,
2021 2020
(As restated)
Cash flows from operating activities
Net loss $ (272,102) $ (540,771)
Stock-based compensation 48,704  18,575 
Depreciation and amortization 8,635  6,998 
Change in fair value of warrant liability 34,650  341,772 
Other operating activities, net (42) 75 
Change in assets and liabilities
Inventories 1,178  1,195 
Other current and non-current assets 6,342  6,152 
Accounts payable and accrued liabilities 1,824  719 
Customer deposits 2,148  (172)
Other current and non-current liabilities 3,026  2,394 
Net cash used in operating activities (165,637) (163,063)
Cash flows from investing activity
Capital expenditures (2,452) (13,661)
Purchases of marketable securities (286,132) — 
Cash used in investing activity (288,584) (13,661)
Cash flows from financing activities
Payments of finance lease obligations (105) (89)
Proceeds from issuance of common stock pursuant to stock options exercised 18,856  — 
Repayment of notes payable (310) — 
Proceeds from issuance of common stock 500,000  $ 460,200 
Transaction costs (6,753) (20,866)
Withholding taxes paid on behalf of employees on net settled stock-based awards (15,779) (399)
Net cash provided by financing activities 495,909  438,846 
Net increase in cash and cash equivalents 41,688  262,122 
Cash, cash equivalents and restricted cash at beginning of period 678,955  492,721 
Cash, cash equivalents and restricted cash at end of period $ 720,643  $ 754,843 
Cash and cash equivalents $ 702,565  $ 741,575 
Restricted cash 18,078  13,268 
Cash, cash equivalents and restricted cash $ 720,643  $ 754,843 

See accompanying notes to condensed consolidated financial statements.
8
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)





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

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

Consistent with the actions taken by governmental authorities, including U.S. Federal, California, New Mexico and the United Kingdom, where most of our workforce is located, we have taken appropriately cautious steps to protect our workforce and support community efforts. As part of these efforts, and in accordance with applicable government directives, we initially reduced and then temporarily suspended on-site operations at our facilities in Mojave, California and Spaceport America in New Mexico in March 2020. Starting late March 2020, approximately two-thirds of our employees and contractors were able to complete their duties from home, which enabled much critical work to continue, including engineering analysis and drawing releases for VSS Unity, VMS Eve and the second SpaceShipTwo vehicle; process documentation updates; as well as workforce training and education. The remaining one-third of our workforce was unable to perform their normal duties from home. In April 2020, in accordance with our classification within the critical infrastructure designation, we resumed limited operations under revised operational and manufacturing plans that conformed to the COVID-19 health precautions at that time. This included universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular, thorough disinfecting of surfaces and tools. We also tested employees and contractors for COVID-19 on a regular basis. Following OSHA guidance, we have since allowed fully vaccinated employees and contractors to be mask free in our facilities while continuing to require the wearing of masks for our unvaccinated population. Our unvaccinated population is also required to test weekly for COVID-19. In September 2021, the U.S. government issued Executive Order 14042, mandating that all employees of federal contractors and subcontractors be fully vaccinated against COVID-19 by December 8, 2021, unless such employees are legally entitled to an accommodation. As a federal contractor, we intend to fully comply with Executive Order 14042. As the COVID-19 pandemic has evolved, we have continued to follow U.S. Federal, State and UK guidance, as applicable to our sites. However, the COVID-19 pandemic and the continued precautionary actions taken related to COVID-19 have adversely impacted, and are expected to continue to adversely impact, our operations, including the completion of the development of our spaceflight systems and our scheduled spaceflight test programs.

Beginning in the summer of 2020, all of our employees whose work requires them to be in our facilities returned back on-site, and we continue to follow Federal, State and international guidance as applicable, to ensure employee safety. We have, however, experienced, and expect to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken in response to COVID-19. For the time being, we are encouraging those employees who are not required onsite and are able to work from home to continue doing so.

The COVID-19 pandemic and the protocols and procedures we implemented in response to the pandemic have caused some delays in operational and maintenance activities, including delays in our test flight program. The full impact of the COVID-19 pandemic on our business and results of operations subsequent to September 30, 2021 will depend on future developments, such as the ultimate duration and scope of the pandemic and its impact on our operations necessary to complete the development of our spaceflight systems, our scheduled spaceflight test programs and commencement of our commercial flights. In addition to existing travel restrictions, countries may continue to maintain or reimpose closed borders, impose prolonged quarantines or further restrict travel. We believe our cash and
9
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




cash equivalents on hand at September 30, 2021, and management's operating plan, will provide sufficient liquidity to fund our operations for at least the next twelve months from the issuance of these financial statements.

Restatement of Previously Issued Financial Statements

Warrant liability

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

Public Warrants Private Placement Warrants Total
(In thousands)
Warranty Liability at December 31, 2019 $ 77,050  $ 47,280  $ 124,330 
Redemption/Exercise of Warrants (341,001) —  (341,001)
Change in Fair Value 283,296  33,600  316,896 
Warrant Liability at March 31, 2020 19,345  80,880  100,225 
Redemption/Exercise of Warrants (19,741) —  (19,741)
Change in Fair Value 396  9,200  9,596 
Warrant Liability at June 30, 2020 —  90,080  90,080 
Warranty Liability at December 31, 2020 —  135,440  135,440 
Change in Fair Value —  48,719  48,719 
Warrant Liability at March 31, 2021 —  184,159  184,159 
Redemption/Exercise of Warrants —  (104,175) (104,175)
Change in Fair Value —  20,363  20,363 
Warrant Liability at June 30, 2021 —  100,347  100,347 
Redemption/Exercise of Warrants —  (65,915) (65,915)
Change in Fair Value —  (34,432) (34,432)
Warrant Liability at September 30, 2021 $ —  $ —  $ — 

(2)     Summary of Significant Accounting Policies

(a)    Basis of Presentation
These condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been
10
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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

(c)    Revenue Recognition
We recognize revenue when control of the promised service is transferred to our customers in an amount that reflects the consideration we expect to receive based on the contracted amount for those services. Our contracts generally include spaceflight operations and other revenue and engineering services revenue.
Spaceflight operations and other revenue
Spaceflight operations and other revenue is recognized for providing human spaceflights and carrying payload cargo into space, or a combination of the two. In addition, we have various sponsorship arrangements for which revenue is recognized over the sponsorship term.
Human spaceflight services are those services provided to the majority of our customers. Spaceflight service revenue is recognized at a point in time upon successful completion of a spaceflight.
Payload cargo services generally include performance obligations in which control is transferred over time. We recognize revenue on these fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the performance obligations.
In contracts which include a combination of services, the Company assesses and accounts for individual services separately if they are distinct performance obligations, which often requires judgment based upon knowledge of the services and structure of the sales contract. We allocate the contract price to each performance obligation based on the estimated standalone selling price using observable pricing from our contracts with single performance obligations.
Engineering services revenue
Engineering services revenue is recognized for providing services for the research, design, development, manufacture, integration and sustainment of advanced technology aerospace systems, products and services. We have arrangements as a subcontractor to the primary contractor of a long-term contract with the U.S. Government and perform the specified work on a time-and-materials basis subject to a guaranteed maximum price. Our engineering services revenue contract obligates us to provide services that together are one distinct performance obligation; the delivery of engineering services. The Company elected to apply the ‘as-invoiced’ practical expedient to such revenues, and as a result, will bypass
11
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




estimating the variable transaction price. Revenue is recognized as control of the performance obligation is transferred over time to the customer.
Variable consideration
We generally estimate variable consideration and refund liabilities at the most likely amount to which we expect to be entitled or owed and in certain cases based on the expected value, which requires judgment. Estimated variable consideration amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimated refund liability amounts are excluded in the transaction price to the extent it is probable that they are payable to the customer. Our estimates of variable consideration and refund liabilities, and determination of whether to include the estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information that is reasonably available to us.
Disaggregation of revenue
The Company does not disaggregate revenue for purposes of disclosure.
Contract balances
Contract assets are comprised of billed accounts receivable and unbilled receivables, which is the result of timing of revenue recognition, billings and cash collections. The Company records accounts receivable when it has an unconditional right to consideration.
Contract liabilities relate to spaceflight operations and other revenue contracts and are recorded when cash payments are received or due in advance of performance. Cash payments for spaceflight services are classified as customer deposits until enforceable rights and obligations exist, when such deposits also become nonrefundable. Customer deposits become nonrefundable and are recorded as deferred revenue following the Company's delivery of the conditions of carriage to the customer and execution of an informed consent. As of September 30, 2021 and December 31, 2020, our contract liabilities are $84.8 million and $83.2 million, respectively. As of September 30, 2021, the contract liabilities were comprised of customer deposits for our spaceflight services of $84.8 million. As of December 31, 2020, the contract liabilities are comprised of customer deposits for our spaceflight services of $82.7 million and $0.6 million for our payload contracts.
Contract fulfillment costs
The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered.
Significant financing component
In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfers of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. When the time period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service is not more than one year, the
12
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




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

(d)     Marketable Securities
The Company's marketable securities have been classified as debt securities and accounted for as "available-for-sale" securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. Marketable securities are classified as short-term and long-term based on their availability for use in current operations. The Company's marketable securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss) in the statement of equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in the Company's statement of operations and comprehensive loss in the period in which such determination is made.

(e)    Warrant liability
The Company classifies its public and private placement warrants as liabilities in accordance with ASC 815 (Derivatives and Hedging). The warrant liability is recorded on the consolidated balance sheet at fair value on the issue date, with subsequent changes in their fair value recognized in the consolidated statement of operations at each reporting date.
The Company determined the fair value of its public warrants, which traded in active markets, using quoted market prices for identical instruments. The Company determines the fair value of the private placement warrants using a Black-Scholes option model and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility is based on the actual market activity of the Company’s peer group as well as the Company's historical volatility since the Virgin Galactic Business Combination. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life.

(f)     Reclassification
Certain amounts in the accompanying condensed consolidated financial statements and accompanying notes have been reclassified to be consistent with the current period presentation. We reclassified a portion of our property, plant and equipment in machinery and equipment to inventory, as part of our standardization of accounting policies across entities, for inventory and property, plant and equipment. These reclassifications impacted our condensed consolidated balance sheet, condensed consolidated statement of operations and comprehensive loss and condensed consolidated statements of cash flows.
13
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




(g)     Other Summary of Significant Accounting Policies
There have been no other significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Company's Amendment No. 2 to Form 10-K.
The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Amendment No. 2 to Form 10-K. Interim results are not necessarily indicative of the results for a full year.
(3)    Recent Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”).

(a)Issued Accounting Standard Updates Not Yet Adopted
In January 2021, the FASB issued ASU 2021-01 - Reference Rate Reform, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounted transition. This update is effective immediately. We have evaluated and determined the update has no impact to the Company's condensed consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), which clarified and reduced diversity in an issuer's accounting for modifications of exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This update is effective for all entities for fiscal years beginning after December 15, 2021. We evaluated and determined that the update has had no impact on the Company's condensed consolidated financial statements after the effective date.

(b)     Adopted Accounting Standard Updates

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The Company adopted the new guidance effective January 1, 2021. The adoption of the new guidance did not have a material impact to the Company's condensed consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The adoption of the new guidance did not have a material impact to the Company's condensed consolidated financial statements.
14
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




(4)    Related Party Transactions
The Company licenses its brand name from certain entities affiliated with Virgin Enterprises Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” worldwide. Royalty payables, excluding sponsorship royalties, for the use of license are the greater of 1% of revenue or $40,000 per quarter, prior to the commercial launch date. Sponsorship royalties payable are 25% of sponsorship revenue. We paid license and royalty fees of $390,000 and $40,000 for the three months ended September 30, 2021 and 2020, respectively. We paid license and royalty fees of $470,000 and $135,000 for the nine months ended September 30, 2021 and 2020, respectively.

The Company has a Transition Services Agreement ("TSA") with Virgin Orbit, LLC ("VO") based on an allocation methodology that considers our headcount, unless directly attributable to the business. The Company is allocated operating expense from VO Holdings, Inc. and its subsidiaries (“VOH”), a majority owned company of GV for operations-related functions based on an allocation methodology that considers our headcount, unless directly attributable to the business. Operating expense allocations include use of machinery and equipment, pilot services, and other general administrative expenses. We were allocated $33,000 and $131,000 of operating expenses, net, from VOH for the three months ended September 30, 2021 and 2020, respectively. We were allocated $104,000 and $367,000 of operating expenses, net, from VOH for the nine months ended September 30, 2021 and 2020, respectively. The Company has a receivable (payable) from VOH of $19,000 and $85,000 as of September 30, 2021 and December 31, 2020, respectively.
(5)    Inventory
As of September 30, 2021 and December 31, 2020, inventory is comprised of the following:
As of
September 30, 2021 December 31, 2020
(Unaudited)
(In thousands)
Raw Materials $ 21,174  $ 22,963 
Spare parts 8,132  7,520 
Total inventory
$ 29,306  $ 30,483 

For the three months ended September 30, 2021 and September 30, 2020, we wrote off $0.2 million and $0.1 million of inventory due to excess and obsolescence, respectively. For the nine months ended September 30, 2021 and September 30, 2020, we wrote off $0.4 million and $1.3 million of inventory due to excess and obsolescence, respectively.
15
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




(6)    Property, Plant, and Equipment, net
As of September 30, 2021 and December 31, 2020, property, plant, and equipment, net consisted of the following:
As of
September 30, 2021 December 31, 2020
(Unaudited)
(In thousands)
Buildings $ 9,117  $ 9,142 
Leasehold improvements 28,986  28,744 
Aircraft 195  195 
Machinery and equipment 36,748  34,330 
IT software and equipment 23,338  22,042 
Construction in progress 1,291  1,780 
99,675  96,233 
Less accumulated depreciation and amortization
(51,545) (43,085)
Property, plant, and equipment, net
$ 48,130  $ 53,148 

Total depreciation and amortization for the three months ended September 30, 2021 and 2020 was $2.9 million and $2.5 million, respectively, of which $1.3 million and $1.1 million was recorded in research and development expense, respectively. Total depreciation and amortization for the nine months ended September 30, 2021 and 2020 was $8.6 million and $7.0 million, respectively, of which $3.9 million and $3.2 million was recorded in research and development expense, respectively.

(7)     Leases
The Company's leases are more fully described in Note 8 of the "Notes to Consolidated Financial Statements" to its Amendment No. 2 to Form 10-K.

16
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




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

Three Months Ended
September 30,
2021 2020
(Unaudited and in thousands)
Lease Cost:
Operating lease expense $ 1,244  $ 1,181 
Short-term lease expense 6  126 
Finance Lease Cost:
Amortization of right-of-use assets
34  40 
Interest on lease liabilities 6  8 
Total finance lease cost 40  48 
Variable lease cost 1,475  798 
Total lease cost $ 2,765  $ 2,153 

Nine Months Ended
September 30,
2021 2020
(Unaudited and in thousands)
Lease Cost:
Operating lease expense $ 3,758  $ 3,343 
Short-term lease expense 26  249 
Finance Lease Cost:
Amortization of right-of-use assets
103  95 
Interest on lease liabilities 20  25 
Total finance lease cost 123  120 
Variable lease cost 4,185  1,573 
Total lease cost $ 8,092  $ 5,285 


The components of supplemental cash flow information related to leases for the period are as follows:
17
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




Nine Months Ended September 30,
2021 2020
(In thousands, except term and rate data)
Cash flow information:
Operating cash flows for operating leases $ 4,065  $ 3,763 
Operating cash flows for finance leases $ 20  $ 25 
Financing cash flows for finance leases
$ 105  $ 89 
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 501  $ 96 
Finance Leases $ 19  $ 91 
Other Information:
Weighted average remaining lease term:
Operating leases (in years) 12.30 13.23
Finance leases (in years) 2.29 3.07
Weighted average discount rates:
Operating leases 11.66  % 11.69  %
Finance leases 8.22  % 8.48  %

The supplemental balance sheet information related to leases for the period is as follows:
As of
September 30, 2021 December 31, 2020
(Unaudited)
(In thousands)
Operating leases
Long-term right-of-use assets $ 18,549  $ 19,555 
    Short-term operating lease liabilities $ 1,827  $ 2,384 
    Long-term operating lease liabilities 23,397  24,148 
Total operating lease liabilities $ 25,224  $ 26,532 


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

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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of September 30, 2021 are as follows:
Operating Leases Finance
Leases
(In thousands)
2021 (for the remaining period) $ 1,348  $ 41 
2022 4,258  137 
2023 3,975  106 
2024 3,959  30 
2025 3,833  — 
Thereafter 30,852  — 
Total lease payments $ 48,225  $ 314 
Less:
Imputed interest/present value discount (23,001) $ (27)
Present value of lease liabilities $ 25,224  $ 287 
(8)    Accrued Expenses
A summary of the components of accrued liabilities are as follows:
As of
September 30, 2021 December 31, 2020
(Unaudited)
(In thousands)
Accrued bonus $ 7,543  $ 6,892 
Other accrued expenses 15,755  16,090 
Total accrued expenses $ 23,298  $ 22,982 
(9)    Long-term Debt
As of
September 30, 2021 December 31, 2020
(Unaudited)
(In thousands)
Commercial loan $ 310  $ 620 
310  620 
     Less: Current portion (310) (310)
Non-current portion $ —  $ 310 

Aggregate maturities of long-term debt as of September 30, 2021 are as follows:
19
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




(In thousands)
2022 310 
$ 310 
On June 18, 2020, we financed the purchase of software licenses through a loan totaling approximately $0.9 million. The loan amortized in three equal annual installments of approximately $0.3 million with the final payment due on October 1, 2022 with 0% interest rate. The loan is secured by a standby letter of credit issued from our financial institution and restricted cash has been recorded for the corresponding outstanding balance.

The imputed interest of this loan was immaterial.
(10)    Income Taxes
Income tax expense was $25,000 and 40,000 for the three months ended September 30, 2021 and 2020, respectively. Income tax expense was $74,000 and 34,000 for the nine months ended September 30, 2021 and 2020, respectively. The effective income tax rate was nil for three months ended September 30, 2021 and 2020. The effective income tax rate was nil for nine months ended September 30, 2021 and 2020. Our effective tax rate differs from the U.S. statutory rate primarily due to a substantially full valuation allowance against our net deferred tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized.
(11)    Stockholders' Equity

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

Stockholders' Agreement

In connection with the closing of the Virgin Galactic Business Combination, the Company entered into a stockholders’ agreement with certain of the Company’s investors. Pursuant to the terms of the Stockholders’ Agreement, as long as Virgin Investments Limited ("VIL") is entitled to designate two directors to the Company’s Board of Directors, the Company must obtain VIL’s prior written consent to engage in certain corporate transactions and management functions such as business combinations, disposals, acquisitions, incurring indebtedness, and engagement of professional advisors, among others.

Warrants and Warrant Redemption
Public warrants were initially issued as part of SCH's initial public offering in 2017 and assumed upon the consummation of the Business Combination. As of September 30, 2021, there were no public warrants outstanding. As of September 30, 2021 and December 31, 2020, there were nil and 8,000,000 warrants outstanding, respectively, that were issued in a private placement simultaneously with the Company’s initial public offering (the “private placement warrants”). All remaining outstanding warrants were redeemed through cashless exercises in July 2021.

Under the terms of the warrant agreement (the “Warrant Agreement”) between us and Continental Stock Transfer & Trust Company, as warrant agent, the public warrants became exercisable on a cashless basis on January 27, 2020, based on the exchange ratio as calculated under the Warrant Agreement at the time of the exercise. On March 13, 2020 and pursuant to the terms of the Warrant Agreement, we announced that all public warrants that remained unexercised immediately after 5:00 p.m. New York City time on April 13, 2020 (the “Redemption Date”) would be redeemed for $0.01 per warrant. Warrant holders could exercise their public warrants at any time from March 13, 2020 and prior to the Redemption Date on a cashless basis, and receive 0.5073 shares of common stock per public warrant surrendered for exercise. Immediately after the Redemption Date, 295,305 public warrants remained unexercised and were redeemed at a redemption price of $0.01 per public warrant in accordance with the terms of the Warrant Agreement. The private placement warrants were not subject to the redemption.
20
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)





The Company determined that both the public warrants and the private placement warrants (the "Warrants") should be classified as a liability in accordance with ASC 480. The Company remeasured the fair value of the Warrants at each reporting date with changes recorded in earnings. In connection with the Company's remeasurement of the Warrants to fair value, the Company recorded income (expense) of approximately $34.4 million and $(15.3) million for the three months ended September 30, 2021 and 2020, respectively, and $(34.7) million and $(341.8) million for the nine months ended September 30, 2021 and 2020, respectively. The fair value of the warrant liability is approximately $0 and $135.4 million as of September 30, 2021 and December 31, 2020, respectively. The private placement warrants are classified as Level 3 financial instruments. See Note 14. Fair Value Measurements.

At The Market Offering
On July 12, 2021, the Company entered into a distribution agency agreement with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (each, an “Agent” and collectively, the “Agents”) providing for the offer and sale of up to $500.0 million of shares of the Company’s common stock, par value $0.0001 per share, through an "at the market offering" program ("ATM"), from time to time by the Company through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal.
On July 16, 2021, we completed the ATM, generating $500.0 million in gross proceeds, before deducting $6.2 million in underwriting discounts and commissions, and other expenses payable by the Company, through the sale of 13,740,433 shares of common stock.

21
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




(12 )     Earnings per Share
The following table presents the computation of the basic and diluted net loss per share:
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
(As Restated) (As Restated)
(In thousands, except for share and per share data)
Numerator:
Net loss attributable to common stockholders $ (48,368) $ (92,062) $ (272,102) $ (540,771)
Less: revaluation of warrant liability (34,432)
Adjusted net loss $ (82,800) $ (92,062) $ (272,102) $ (540,771)
Denominator:
Weighted average shares outstanding, basic 254,749,195  225,253,536  244,157,923  213,193,386 
Dilutive effect of common stock issuable from assumed exercise of warrants 398,033  —  —  — 
Weighted average shares outstanding, diluted 255,147,228  225,253,536  244,157,923  213,193,386 
Net loss per share:
Basic $ (0.19) $ (0.41) $ (1.11) $ (2.54)
Diluted $ (0.32) $ (0.41) $ (1.11) $ (2.54)

For the three months ended September 30, 2021, the Company has included the potential effect of warrants to purchase shares of common stock as the effect would be dilutive. The Company has excluded the potentially dilutive effect of outstanding stock options and unvested restricted stock units, as described in Note 12 of the “Notes to Consolidated Financial Statements” included in the 2020 Amendment No. 2 to Form 10-K, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. Diluted net loss per share is computed by dividing the net loss, adjusted for the revaluation of warrant liability for the private warrants, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents for the three months ended September 30, 2021.

As of September 30, 2020, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 8,000,000 shares and the dilutive effect of outstanding stock options and unvested restricted stock units, as described in Note 12 of the “Notes to Consolidated Financial Statements” included in the 2020 Amendment No. 2 to Form 10-K, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred.
(13)    Stock-Based Compensation
The Company's 2019 Incentive Award Plan ("2019 Plan") is more fully described in Note 13 of the "Notes to Consolidated Financial Statements" in the Amendment No. 2 to Form 10-K. Under the 2019 Plan, the Company has the ability to grant incentive stock options, non-qualified stock options and restricted stock units ("RSU") to employees, directors and other service providers. Performance stock units ("PSU") are RSUs that vest based on the achievement of specified performance criteria. Twenty five percent of such stock options cliff vest at the grant dates first anniversary and will ratably vest quarterly over the next three years, subject to continued employment on each vesting date. Vested options will be exercisable at any time until ten years from the grant date, subject to earlier
22
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




expiration under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date.

Stock Option Units

The following table sets forth the summary of options activity for the nine months ended September 30, 2021 under the 2019 Plan (dollars in thousands except per share data):
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years)
Aggregate Intrinsic Value(1)
Options outstanding at December 31, 2020 6,796,045  $ 13.59  8.64 $ 68,888 
Granted —  — 
Exercised (1,510,315) 12.49 
Forfeited options (857,842) 13.41 
Options outstanding at September 30, 2021 4,427,888  $ 14.01  7.79 $ 50,013 
Options exercisable at September 30, 2021 1,687,669  $ 13.83  6.94 $ 19,358 
(1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at period end and the     exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the period end date.

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

The following table sets forth the summary of RSUs activity during the nine months ended September 30, 2021 under the 2019 Plan (dollars in thousands except per share data):
Shares Weighted Average Fair Value
Outstanding at December 31, 2020 4,760,784  $ 19.63 
Granted 783,228  37.24 
Vested (1,029,551) 17.28 
Forfeited (1,072,000) 17.37 
Outstanding at September 30, 2021 3,442,461  $ 25.04 

Performance Stock Units
For the three months and nine months ended September 30, 2021, the Company granted a total of 10,063 and 94,689 PSUs, respectively to our executive officers. Between 25% and 200% of the PSUs are eligible to vest based on the achievement of certain performance goals by specified target dates. The fair value of these PSUs is calculated based on the market value of the Company's common stock on the grant date. These PSUs are amortized over the requisite service period in which it is probable that the performance goal is achieved. The following table summarizes the details of the performance stock units:

23
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




Shares Weighted Average Fair Value
PSUs outstanding at December 31, 2020 —  $ — 
Granted 94,689  26.70 
Forfeited (4,850) 30.93 
PSUs outstanding at September 30, 2021
89,839  $ 28.14 

Stock options, RSUs and PSUs expenses are included in selling, general and administrative and research and development expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Stock option expense
   Selling, General & Administrative $ 1,735  $ 2,582  $ 12,590  $ 6,527 
   Research & Development 776  1,254  2,445  3,310 
      Total stock option expense 2,511  3,836  15,035  9,837 
RSU expense
   Selling, General & Administrative 6,335  2,474  23,370  4,945 
   Research & Development 2,853  2,315  9,255  3,793 
      Total RSU expense 9,188  4,789  32,625  8,738 
PSU expense
Selling, General & Administrative 470  —  1,044  — 
Total PSU expense 470  —  1,044  — 
      Total stock-based compensation expense $ 12,169  $ 8,625  $ 48,704  $ 18,575 

As of September 30, 2021, the unrecognized stock-based compensation related to stock options was $24.1 million and is expected to be recognized over a weighted-average period of 2.5 years. At September 30, 2021, the unrecognized stock-based compensation related to RSUs was $86.0 million and is expected to be recognized over a weighted-average period of 2.9 years. As of September 30, 2021, the unrecognized stock-based compensation related to PSUs was $1.4 million and is expected to be recognized over a weighted-average period of 0.7 years.
(14)     Fair Value Measurements
We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels:
•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the
reporting entity at the measurement date;
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




•Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and
•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

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

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

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

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

As of September 30, 2021
Cost Gross Unrealized Gains (Losses) Fair Value
(in thousands)
Level 1 securities:
   Money market $ 576,057  $ —  $ 576,057 
   Certificate of deposits 91,523  —  91,523 
Level 2 securities:
   Corporate debt securities 286,569  (437) 286,132 
Total assets at fair value $ 954,149  $ (437) $ 953,712 

25
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




As of December 31, 2020
Cost Gross Unrealized Gains (Losses) Fair Value
(in thousands)
Level 1 securities:
   Money market $ 357,463  $ —  $ 357,463 
   Certificate of deposits 93,802  —  93,802 
   Cash equivalents 200,364  —  200,364 
Total assets at fair value $ 651,629  $ —  $ 651,629 
Level 3 securities:
   Warrant liability $ —  $ —  $ 135,440 
Total Liability at fair value $ —  $ —  $ 135,440 

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

In September 2018, a former contractor employed through a third party staffing agency, alleged on behalf of himself and other aggrieved employees that the Company and the staffing agency, purportedly violated California state wage and hour laws. In March 2020, the Company agreed to settle this matter for $1.9 million, and the settlement payment was made in full in July 2021. As of September 30, 2021, the Company had no outstanding balance payable.
(16)    Employee Benefit Plan
The Company has defined contribution plans, under which the Company pays fixed contributions into a separate entity, and additional contributions to the plans are based upon a percentage of the employees’ elected contributions. The Company will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized within selling, general, and administrative expenses and research and development in the Condensed Consolidated Statements of Operations and Comprehensive Loss, as incurred. Defined contributions were $1.5 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively. Defined contributions were $4.1 million and $3.4 million for the nine months ended September 30, 2021 and 2020, respectively.
26
VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)




(17)    Supplemental Cash Flow Information
Nine Months Ended September 30,
2021 2020
(As Restated)
(in thousands)
Cash payments for:
Income tax paid $ 84  $ 26 
$ 84  $ 26 
Schedule for noncash investing activities:
Unpaid property, plant, and equipment received $ 1,021  $ 1,173 
$ 1,021  $ 1,173 
Schedule for noncash financing activities:
Issuance of common stock through "cashless" warrants exercised $ 170,090  $ 360,742 
Issuance of common stock through restricted stock units vested 36,692  804 
Long-term debt (310) 930 
Unpaid deferred transaction costs —  117 
$ 206,472  $ 362,593 

(18)    Subsequent Event
On October 22, 2021, the Company entered into an agreement to lease 60,998 square feet of office space within the same complex of our current corporate office in Tustin, California. The lease commences on January 1, 2022 and expires on April 30, 2028. The average annual base rent under the lease is approximately $2.5 million. In November 2021, the Company provided a security deposit of $257,194, pursuant to the terms of the lease.
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited financial statements and the related notes thereto, and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in Amendment No. 2 to 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” section of our Amendment No. 2 to Form 10-K, in the "Risk Factor" section our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 and under the "Cautionary Note Regarding Forward-Looking Statements" section and elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.

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

We are a vertically integrated business offering access to space for private individuals, researchers and government agencies. Our missions include flying passengers to space as tourists, as well as flying 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, and post-flight maintenance of our spaceflight system vehicles. Our spaceflight system is developed using our proprietary technology and processes and focused on providing space experiences for private astronauts, researcher flights and professional astronaut training.

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

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

28
Our July flight was the 22nd flight of VSS Unity, the fourth rocket powered spaceflight and the first spaceflight with a full crew of four mission specialists in the cabin, including our Founder, Sir Richard Branson.

We believe that the market for commercial human spaceflight is significant and untapped. As of October 31, 2021, we received reservations for more than 700 spaceflight tickets and collected more than $80.0 million in future astronaut deposits. With each ticket purchased, future astronauts will experience a multi-day journey to prepare their mind and body for their upcoming flight, which includes a comprehensive spaceflight training preparation program and culminates with a trip to space on the final day.

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

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

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

Our operations also include spaceflight opportunities for research and technology development. Prior to Virgin Galactic’s offering, researchers have utilized parabolic aircraft and drop towers to create moments of microgravity and conduct significant research activities related to the space environment. In most cases, these solutions offer only seconds of continuous microgravity time and do not offer access to the upper atmosphere or space itself. Researchers can also conduct experiments on sounding rockets or satellites. These opportunities are expensive, infrequent and may impose highly limiting operational constraints. VSS Unity is intended to provide the scientific research community access to space for affordable and repeatable high-quality microgravity. Our suborbital platform is an end-to-end offering, which includes not only our vehicles, but also the hardware along with the processes and facilities needed for a successful campaign. The platform offers a routine, reliable and responsive service allowing for experiments to be repeated rapidly and frequently and with the opportunity to be tended in-flight by one or more researchers. This capability will enable scientific experiments as well as educational and research programs to be carried out by a broader range of individuals, organizations and institutions than ever before. Our commitment to advancing research and science has been present in all of our spaceflights to date. Most recently, in May, we carried payloads into space for research purposes as part of our contract with NASA under its Flight Opportunities Program, and our July flight included research payloads from the University of Florida.

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

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

Commercial Launch of Our Human Spaceflight Program
We are in the final phases of developing our commercial spaceflight program. Prior to commercialization, we must complete a period of planned maintenance and enhancements to the vehicles. Following the enhancement period, we intend to complete the vehicle testing program, including the planned research test flight with the Italian Air Force, before starting commercial flights. Commercial service is currently expected to commence in the fourth quarter of 2022. Any delays in
29
successful completion of our test flight program, whether due to the impact of COVID-19 or otherwise, will impact our ability to generate revenue from human spaceflight.

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

Customer Demand
While not yet in commercial service for human spaceflight, we have already received significant interest from potential future astronauts. Going forward, we expect the size of our backlog and the number of future astronauts that have flown to space on our spaceflight system to be an important indicator of our future performance. As of October 31, 2021, we had reservations for space flights for approximately 700 future astronauts. In February 2020, we launched our One Small Step campaign which allowed interested individuals to place a $1,000 refundable registration deposit towards the cost of a future ticket once we reopen ticket sales and received approximately 1,000 One Small Step deposits from 66 countries before we retired the "One Small Step" program on December 31, 2020. In August 2021, we reopened ticket sales, beginning with individuals from our "One Small Step" program and increased the pricing of our consumer offerings to a base price of $450,000 per seat.

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

Safety Performance of Our Spaceflight Systems
Our spaceflight systems are highly specialized with sophisticated and complex technology. We have built operational processes to ensure that the design, manufacture, performance and servicing of our spaceflight systems meet rigorous quality standards. However, our spaceflight systems are still subject to operational and process 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 human spaceflight revenue.

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

Consistent with the actions taken by governmental authorities, including U.S. Federal, California, New Mexico and the United Kingdom, where most of our workforce is located, we have taken appropriately cautious steps to protect our workforce and support community efforts. As part of these efforts, and in accordance with applicable government directives, we initially reduced and then temporarily suspended on-site operations at our facilities in Mojave, California and Spaceport America in New Mexico in March 2020. Starting late March 2020, approximately two-thirds of our employees and contractors were able to complete their duties from home, which enabled much critical work to continue, including engineering analysis and drawing releases for VSS Unity, VMS Eve and the second SpaceShipTwo vehicle; process documentation updates; as well as workforce training and education. The remaining one-third of our workforce was unable to perform their normal duties from home. In April 2020, in accordance with our classification within the critical infrastructure designation, we resumed limited operations under revised operational and manufacturing plans that conformed to the COVID-19 health precautions at that time. This included universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular, thorough disinfecting of surfaces and tools. We also tested employees and contractors for COVID-19 on a regular basis. Following OSHA guidance, we have since allowed fully vaccinated employees and contractors to be mask free in our facilities while continuing to require the wearing of masks for our unvaccinated population. Our unvaccinated population is also required to test weekly for COVID-19. In September 2021, the U.S. government issued Executive Order 14042, mandating that all employees of federal contractors and subcontractors be fully
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vaccinated against COVID-19 by December 8, 2021, unless such employees are legally entitled to an accommodation. As a federal contractor, we intend to fully comply with Executive Order 14042. As the COVID-19 pandemic has evolved, we have continued to follow U.S. Federal, State and UK guidance, as applicable to our sites. However, the COVID-19 pandemic and the continued precautionary actions taken related to COVID-19 have adversely impacted, and are expected to continue to adversely impact, our operations, including the completion of the development of our spaceflight systems and our scheduled spaceflight test programs.

Beginning in the summer of 2020, all of our employees whose work requires them to be in our facilities returned back on-site, and we continue to follow Federal, State and international guidance as applicable, to ensure employee safety. We have, however, experienced, and expect to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken in response to COVID-19. For the time being, we are encouraging those employees who are not required onsite and are able to work from home to continue doing so.

The COVID-19 pandemic and the protocols and procedures we have implemented in response to the pandemic have caused and continue to cause delays to our business and operations, which has led to accumulated impacts to both schedule and cost efficiency and some delays in operational and maintenance activities, including delays in our test flight program. We expect this to continue. The full impact of the COVID-19 pandemic on our business and results of our future operations will depend on future developments, such as the ultimate duration and scope of the pandemic and its impact on our operations necessary to complete the development of our spaceflight systems, our scheduled spaceflight test programs and commencement of our commercial flights. In addition to existing travel restrictions, countries may continue to maintain or reimpose closed borders, impose prolonged quarantines and/or further restrict travel. We believe our cash and cash equivalents on hand at September 30, 2021, and management's operating plan, will provide sufficient liquidity to fund our operations for at least the next twelve months from the issuance of the financial statements included in this Quarterly Report on Form 10-Q. If the pandemic worsens and we experience an additional delay, we may take additional actions, such as further reducing costs.
Component of Results of Operations
Revenue
To date, we have primarily generated revenue by transporting scientific commercial research and development payloads using our spaceflight systems and by providing engineering services as a subcontractor to the primary contractor of a long-term contract with the U.S. government. We also have generated revenues from a sponsorship arrangement.
Following the commercial launch of our human spaceflight services, we expect the significant majority of our revenue to be derived from ticket sales to fly to space. We also expect that we will continue to receive a small portion of our revenue by providing services relating to the research, design, development, manufacture and integration of advanced technology systems.
Cost of Revenue
Costs of revenue related to spaceflights includes costs related to the consumption of a rocket motor, fuel, payroll and benefits for our pilots and ground crew, and maintenance. Cost of revenue related to the payload and engineering services consists of expenses related to materials and human capital, such as payroll and benefits. Once we have completed our test flight program and commenced commercial operations, we will capitalize the cost to construct any additional Spaceship vehicles. Cost of revenue will include vehicle depreciation once those spaceships are placed into service. We have not capitalized any spaceship development costs to date.

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

Selling, General and Administrative
Selling, general and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing and commercial, and human resources; depreciation expense and rent relating to facilities, including a portion of the lease with Spaceport America, and equipment; professional fees; and other general corporate costs. Human
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capital expenses primarily include salaries, cash bonuses, stock-based compensation and benefits. As we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis.


Research and Development
Research and development expense represents costs incurred to support activities that advance our human spaceflight system towards commercialization, including basic research, applied research, concept formulation studies, design, development, and related testing activities. Research and development costs consist primarily of the following costs for developing our spaceflight systems:
•flight testing programs, including rocket motors, fuel, and payroll and benefits for pilots and ground crew performing test flights;
•equipment, material, and labor hours (including from third party contractors) for developing the spaceflight system’s structure, spaceflight propulsion system, and flight profiles; and
•rent, maintenance, and depreciation of facilities and equipment and other overhead expenses allocated to the research and development departments.

As of September 30, 2021, our current primary research and development objectives focus on the development of our Mothership and Spaceship vehicles for commercial spaceflights and developing our rocket motor, a hybrid rocket propulsion system that will be used to propel our spaceship vehicles into space. The successful development of Mothership, Spaceship and rocket motor involves many uncertainties, including:
•our ability to recruit and retain skilled engineering and manufacturing staff;
•timing in finalizing spaceflight systems design and specifications;
•successful completion of flight test programs, including flight safety tests;
•our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications;
•performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials;
•performance of a limited number of suppliers for certain raw materials and components;
•performance of our third-party contractors that support our research and development activities including the quality of components and subassemblies;
•our ability to maintain rights from third parties for intellectual properties critical to research and development activities;
•continued access to launch sites and airspace;
•our ability to continue funding and maintain our current research and development activities; and
•the impact of the ongoing global COVID-19 pandemic.

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

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




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Change in Fair Value of Warrants
Change in fair value of warrants reflects the non-cash change in the fair value of warrants. Certain warrants issued as part of the Company's initial public offering in 2017 and assumed upon the consummation of the Business Combination were recorded at their fair value on the date of the Business Combination and are remeasured as of any warrant exercise date and at the end of each reporting period.

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

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

Income Tax Provision
We are subject to income taxes in the United States and the United Kingdom. Our income tax provision consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Results of Consolidated Operations
The following tables set forth our results of operations for the periods presented and expresses the relationship of certain line items as a percentage of revenue for those periods. The period-to-period comparisons of financial results is not necessarily indicative of future results.
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2021 2020 2021 2020
(In thousands)
Revenue $ 2,580  $ —  $ 3,151  $ 238 
Cost of revenue 207  —  270  173 
Gross profit 2,373  —  2,881  65 
Operating expenses:
Selling, general and administrative expenses 49,859  30,936  133,276  83,738 
Research and development expenses 35,593  46,075  107,859  117,276 
Operating loss (83,079) (77,011) (238,254) (200,949)
Change in fair value of warrants 34,432  (15,280) (34,650) (341,772)
Interest income, net 234  313  766  1,979 
Other income 70  (44) 110  5 
Loss before income taxes (48,343) (92,022) (272,028) (540,737)
Income tax benefit (expense) (25) (40) (74) (34)
Net loss $ (48,368) $ (92,062) $ (272,102) $ (540,771)

For the Three and Nine Months Ended September 30, 2021 Compared to the Three and Nine Months Ended September 30, 2020
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Revenue
Three Months Ended September 30, $
Change 		%
Change 		Nine Months Ended September 30, $
Change 		%
Change
2021 2020 2021 2020
(In thousands, except %)
Revenue $ 2,580  $ —  $ 2,580  100  % $ 3,151  $ 238  $ 2,913  1,224  %

We recorded $2.6 million of revenue for the three months ended September 30, 2021, compared to no revenue for the three months ended September 30, 2020. Revenue recorded for the three months ended September 30, 2021 was attributable to sponsorship revenue generated from our Unity 22 spaceflight in July 2021, as well as revenue earned under government contracts from progress on the completion of certain technical milestones related to payload services.

We recorded $3.2 million of revenue for the nine months ended September 30, 2021, compared to $0.2 million revenue for the nine months ended September 30, 2020. Revenue recorded for the nine months ended September 30, 2021 was attributable to sponsorship revenue and the spaceflights in May and July of 2021, as well as revenue earned under government contracts from progress on the completion of certain technical milestones related to payload services. Revenue recorded for the nine months ended September 30, 2020 was related to engineering services provided under long-term U.S. government contracts that ended in early 2020.

Cost of Revenue and Gross Profit
Three Months Ended September 30, $
Change 		%
Change 		Nine Months Ended September 30, $
Change 		%
Change
2021 2020 2021 2020
(In thousands, except %)
Cost of revenue $ 207  $ —  $ 207  100  % $ 270  $ 173  $ 97  56  %
Gross profit $ 2,373  $ —  $ 2,373  100  % $ 2,881  $ 65  $ 2,816  4,332  %
Gross margin 92  % —  % 91  % 27  %

We recorded $0.2 million cost of revenue for the three months ended September 30, 2021, compared to no cost of revenue for the three months ended September 30, 2020. We recorded $0.3 million cost of revenue for the nine months ended September 30, 2021, compared to $0.2 million cost of revenue for the nine months ended September 30, 2020. Cost of revenue primarily relates to the incremental costs related to the completion of payload services, labor costs provided for engineering services under long-term U.S. government contracts, and agent fees related to sponsorship revenue.

Gross profit increased by $2.4 million, or 100%, for the three months ended September 30, 2021, compared to the three months ended September 30, 2020. Gross margin for the three months ended September 30, 2021 increased to 92% from zero for the three months ended September 30, 2020.

Gross profit increased by $2.8 million, or 4,332% to 2.9 million for the nine months ended September 30, 2021 from $0.1 million for the nine months ended September 30, 2020. Gross margin for the nine months ended September 30, 2021 increased 235% compared to the nine months ended September 30, 2020.

Selling, General and Administrative Expenses
Three Months Ended September 30, $
Change 		%
Change 		Nine Months Ended September 30, $
Change 		%
Change
2021 2020 2021 2020
(In thousands, except %)
Selling, general and administrative expenses $ 49,859  $ 30,936  $ 18,923  61  % $ 133,276  $ 83,738  $ 49,538  59  %

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Selling, general and administrative expenses increased by $18.9 million, or 61%, to $49.9 million for the three months ended September 30, 2021 from $30.9 million for the three months ended September 30, 2020. This increase was primarily due to a $8.5 million increase in marketing related expenses attributable to our spaceflight in July 2021 and our re-opening of ticket sales, a $4.0 million increase in salary, bonus, and other benefits, a $2.4 million increase in consulting costs and a $1.9 million increase in stock-based compensation expense.

Selling, general and administrative expenses increased by $49.5 million, or 59%, to $133.3 million for the nine months ended September 30, 2021 from $83.7 million for the nine months ended September 30, 2020. This increase was primarily due to a $24.0 million increase in stock-based compensation, a $13.4 million increase in salary, bonus, and other benefits, and a $9.5 million increase in marketing related expenses attributable to our spaceflights in May and July 2021 and our re-opening of ticket sales.

Research and Development Expenses
Three Months Ended September 30, $
Change 		%
Change 		Nine Months Ended September 30, $
Change 		%
Change
2021 2020 2021 2020
(In thousands, except %)
Research and development expenses $ 35,593  $ 46,075  $ (10,482) (23) % $ 107,859  $ 117,276  $ (9,417) (8) %

Research and development expenses decreased by $10.5 million, or 23%, to $35.6 million for the three months ended September 30, 2021 from $46.1 million for the three months ended September 30, 2020. The decrease was primarily due a $12.9 million decrease in contract labor and materials costs associated with the development of our spaceflight system. This decrease was partially offset by a $1.7 million increase in stock-based compensation.

Research and development expenses decreased by $9.4 million, or (8)%, to $107.9 million for the nine months ended September 30, 2021 from $117.3 million for the nine months ended September 30, 2020. The decrease was primarily due a $23.1 million decrease in contract labor and materials and other direct costs associated with the development of our spaceflight system. This decrease was partially offset by a $7.6 million increase in salary, bonus and related benefits and a $6.2 million increase in stock-based compensation.
Change in the Fair Value of Warrants
Three Months Ended September 30, $
Change 		%
Change 		Nine Months Ended September 30, $
Change 		%
Change
2021 2020 2021 2020
($ in thousands) (In thousands, except %)
Change in fair value of warrants $ 34,432  $ (15,280) $ 49,712  (325) % $ (34,650) $ (341,772) $ 307,122  (90) %
Change in fair value of warrants reflects the non-cash change in the fair value of warrants. Certain warrants issued as part of the Company's initial public offering in 2017 and assumed upon the consummation of the Business Combination were recorded at their fair value on the date of the Business Combination and are remeasured as of any warrant exercise date and at the end of each reporting period.

Interest Income, net
Three Months Ended September 30, $
Change 		%
Change 		Nine Months Ended September 30, $
Change 		%
Change
2021 2020 2021 2020
(In thousands, except %)
Interest income, net $ 234  $ 313  $ (79) (25) % $ 766  $ 1,979  $ (1,213) (61) %
Interest income decreased by $0.1 million, or 25%, to $0.2 million for the three months ended September 30, 2021 from $0.3 million for the three months ended September 30, 2020.

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Interest income decreased by $1.2 million, or 61%, to $0.8 million for the nine months ended September 30, 2021 from $2.0 million for the nine months ended September 30, 2020.

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

Other Income, net
The changes in other income for the three months and nine months ended September 30, 2021 from the three and nine months ended September 30, 2020 were not material.

Income Tax (Expense) Benefit
Income tax (expense) benefit was immaterial for the three and nine months ended September 30, 2021 and 2020. We have accumulated net operating losses at the federal and state level as we have not yet started commercial operations. We maintain a substantially full valuation allowance against our net U.S. federal and state deferred tax assets. The income tax expenses shown above are primarily related to minimum state filing fees in the states where we have operations as well as corporate income taxes for our operations in the United Kingdom, which operates on a cost-plus arrangement.
Liquidity and Capital Resources
Prior to the consummation of the Virgin Galactic Business Combination, our operations historically participated in cash management and funding arrangements managed by Vieco 10 and GV. Only cash and cash equivalents held in bank accounts legally owned by entities dedicated to us are reflected in the Condensed Consolidated Balance Sheets. Cash and cash equivalents held in bank accounts legally owned by Vieco 10 and GV were not directly attributable to us for any of the periods presented. Transfers of cash, both to and from Vieco 10 and GV by us have been reflected as a component of net parent investment and membership equity in the Condensed Consolidated Balance Sheets and as a financing activity on the accompanying Condensed Consolidated Statements of Cash Flows.

As of September 30, 2021, we had cash, cash equivalents and restricted cash of $720.6 million and $286.1 million in marketable securities. From the time of our inception to the consummation of the Virgin Galactic Business Combination, we financed our operations and capital expenditures through cash flows financed by Vieco 10 and GV. Our principal sources of liquidity following the Virgin Galactic Business Combination have been from the October 2019 investment by an entity affiliated with the Boeing Company and sales of our common stock.

As noted in Note 11 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, we completed the ATM, generating $500 million in net proceeds, through the sale of 13,740,433 shares of common stock. We intend to use the net proceeds generated from the ATM for general corporate purposes, including working capital, general and administrative matters and capital expenditures for our manufacturing capabilities, development of our spaceship fleet and other infrastructure improvements.

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Historical Cash Flows
Nine Months Ended September 30,
2021 2020
(As restated)
(In thousands)
Net cash (used in) provided by
Operating activities (165,637) $ (163,063)
Investing activities (288,584) (13,661)
Financing activities 495,909  438,846 
Net change in cash and cash equivalents and restricted cash $ 41,688  $ 262,122 
Operating Activities
Net cash used in operating activities was $165.6 million for the nine months ended September 30, 2021, primarily consisting of $272.1 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of $8.6 million, stock based compensation expense of $48.7 million, and change in fair value of warrants of $34.7 million, as well as $14.5 million of cash provided from working capital.

Net cash used in operating activities was $163.1 million for the nine months ended September 30, 2020, primarily consisting of $540.8 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of $7.0 million, stock based compensation expense of $18.6 million, and change in fair value of warrants of $341.8 million, as well as a $10.3 million increase in cash provided by working capital.

Investing Activities
Net cash used in investing activities was $288.6 million for the nine months ended September 30, 2021, driven by the purchase of $286 million in marketable securities, as well as the completion of construction activities at the Gateway to Space facility and purchases of IT infrastructure and tooling and manufacturing equipment

Net cash used in investing activities was $13.7 million for the nine months ended September 30, 2020, primarily consisting of construction activities at the Gateway to Space facility, IT infrastructure purchases, and the purchase of tooling and manufacturing equipment.

Financing Activities
Net cash provided by financing activities was $495.9 million for the nine months ended September 30, 2021, consisting primarily of cash received from sale and issuance of common stock, offset by tax withholdings for stock options exercised and settlement of vested restricted stock units.

Net cash used in financing activities was $438.8 million for the nine months ended September 30, 2020, consisting primarily of cash received from sale and issuance of common stock offset by professional and other fees related to financing transaction costs.

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

Specifically, our operating expenses will increase as we:
•scale up our manufacturing processes and capabilities to support expanding our fleet with additional spaceships, carrier aircraft and rocket motors upon commercialization;
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•pursue further research and development on our future human spaceflights, including those related to our research and education efforts, supersonic and hypersonic point-to-point travel;
•hire additional personnel in research and development, manufacturing operations, testing programs, maintenance operations and guest services as we increase the volume of our spaceflights upon commercialization;
•seek regulatory approval for any changes, upgrades or improvements to our spaceflight technologies and operations in the future, especially upon commercialization;
•maintain, expand and protect our intellectual property portfolio; and
•hire additional personnel in management to support the expansion of our operational, financial, information technology, and other areas to support our operations as a public company.

Although we believe that our current capital is adequate to sustain our operations for a period of time, changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. Additionally, we are in the final phases of developing our commercial spaceflight program. While we anticipate initial commercial launch with a single Spaceship, we currently have two additional Spaceship vehicles under construction. We anticipate the costs to manufacture additional vehicles will begin to decrease as we continue to scale up our manufacturing processes and capabilities. Until we achieve technological feasibility with our spaceflight systems, we will not capitalize expenditures incurred to construct any additional components of our spaceflight systems and we will continue to expense these costs as incurred to research and development.

The commercial launch of our human spaceflight program and the anticipated expansion of our fleet have unpredictable costs and are subject to significant risks, uncertainties and contingencies, many of which are beyond our control, that may affect the timing and magnitude of these anticipated expenditures.
Contractual Obligations and Commitments
Except as set forth in Note 15, Commitments and Contingencies, of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes outside the ordinary course of business to our contractual obligations and commitments as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on May 10, 2021.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions. Please refer to Note 2 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information about these critical accounting policies, as well as a description of our other significant accounting policies.
Recent Accounting Pronouncements
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Please refer to Note 3 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We have operations within the United States and the United Kingdom and as such we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and fluctuations in foreign currency exchange rates. We are also exposed to market risk from changes in our stock prices, which impact the fair value of our warrant liability. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Risk
Cash, cash equivalents and restricted cash consist solely of cash held in depository accounts and as such are not affected by either an increase or decrease in interest rates. We consider all highly liquid investments with a maturity of three months or less as cash equivalents. As of September 30, 2021, we had $720.6 million deposits held primarily in cash, cash equivalents and restricted cash, which includes $702.6 million in cash equivalents. Cash equivalents are short term investments and would not be significantly impacted by changes in the interest rates. We believe that a 10% increase or decrease in interest rates would not have a material effect on our interest income or expense.

Foreign Currency Risk
The functional currency of our operations in the United Kingdom is the local currency. We translate the financial statements of the operations in the United Kingdom to United States Dollars and as such we are exposed to foreign currency risk. Currently, we do not use foreign currency forward contracts to manage exchange rate risk, as the amount subject to foreign currency risk is not material to our overall operations and results.
Item 4. Controls and Procedures
Remediation of Material Weakness in Internal Control
During the quarter, management completed the implementation of our remediation efforts of the material weakness related to accounting for warrants issued as part of the Virgin Galactic Business Combination as previously reported. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our remediation efforts included requiring the formalized consideration of obtaining additional technical guidance prior to concluding on significant or unusual transactions. These additional considerations include items such as obtaining additional accounting pronouncements or performing consultations with third party accounting specialists, authoritative bodies or regulators.
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 of 1934), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2021, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting
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Other than described above in this Item 4, there were no changes that occurred during the third quarter of 2021 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, including the matter described under Item 1A., Risk Factors in this Quarterly Report, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.

Item 1A. Risk Factors
Our business, financial condition and operating results can be affected by a number of factors, whether current 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, in addition to the risk factor included below, see the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" of our Amendment No. 2 to Form 10-K and in Part II, Item IA. "Risk Factors" of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, which risk factor section is incorporated herein by reference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following documents are filed as part of this report:
(1) Exhibits. The following exhibits are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
2.1(1)
8-K/A 001-38202 2.1 07/11/2019
2.1(a)(1)
S-4 333-233098 2.1(a) 10/03/2019
3.1 8-K 001-38202 3.1 10/29/2019
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Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
3.2 8-K 001-38202 3.2 10/29/2019
4.1 8-K 001-38202 4.2 10/29/2019
31.1 *
31.2 *
32.1 **
32.2 **
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
101.SCH Inline XBRL Taxonomy Extension Schema Document *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

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

42
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: November 8, 2021 /s/ Michael Colglazier
Name:
Michael Colglazier
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: November 8, 2021 /s/ Douglas Ahrens
Name:
Douglas Ahrens
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)

43
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