FALSE000170694600017069462024-11-062024-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
____________________________

FORM 8-K
____________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2024
____________________________

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





Delaware 001-38202 85-3608069
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1700 Flight Way
Tustin, California
92782
(Address of principal executive offices)(Zip Code)
(949) 774-7640
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 ____________________________

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.   ☐


Item 2.02     Results of Operations and Financial Condition.

On November 6, 2024, Virgin Galactic Holdings, Inc. (the “Company”) issued a press release announcing certain financial and other results for the fiscal quarter ended September 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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






 Virgin Galactic Holdings, Inc.



Date: November 6, 2024
 By: /s/ Douglas Ahrens

 Name: Douglas Ahrens

 Title: Chief Financial Officer and Treasurer

Exhibit 99.1
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Virgin Galactic Announces Third Quarter 2024 Financial Results And Provides Business Update

•Build Phase of Delta Class Spaceships Underway with Commercial Service on Track for 2026
•Fleet Expansion Progressing as Design Efforts Shift to Mothership Program

ORANGE COUNTY, CALIFORNIA – November 6, 2024 – Virgin Galactic Holdings, Inc. (NYSE: SPCE) (“Virgin Galactic” or the "Company”) today announced its financial results for the third quarter ended September 30, 2024 and provided a business update.

CEO Michael Colglazier said, "Our spaceship program remains on track to begin commercial operations in 2026, and with strong progress made on the Delta program, we now have the engineering capacity to advance design work on a second mothership, which will accelerate the next phase of growth for Virgin Galactic."


Third Quarter 2024 Financial Highlights
•Cash position remains strong, with cash, cash equivalents and marketable securities of $744 million as of September 30, 2024.

•Revenue of $0.4 million, compared to $1.7 million in the third quarter of 2023, with the decrease driven by the pause in commercial spaceflights to focus efforts on the production of the Delta Class spaceships.

•GAAP total operating expenses of $82 million, compared to $116 million in the third quarter of 2023. Non-GAAP total operating expenses of $70 million in the third quarter of 2024, compared to $102 million in the third quarter of 2023.

•Net loss of $75 million, compared to a $105 million net loss in the third quarter of 2023, with the improvement primarily driven by lower operating expenses.

•Adjusted EBITDA totaled $(59) million, compared to $(87) million in the third quarter of 2023, primarily driven by lower operating expenses.

•Net cash used in operating activities totaled $79 million, compared to $91 million in the third quarter of 2023.

•Cash paid for capital expenditures totaled $39 million, compared to $13 million in the third quarter of 2023.

•Free cash flow totaled $(118) million, compared to $(105) million in the third quarter of 2023.

•Generated $37 million in gross proceeds through the issuance of 4.9 million shares of common stock as part of the Company's at-the-market offering programs.

Business Updates

•Production schedule for Delta Class spaceships remains on track for commercial service in 2026.
•Completed initial flight-control testing for Delta Class spaceships.
•Preparing for ramp-up in staffing at Virgin Galactic's Spaceship Factory in Phoenix-Mesa, AZ to align with major parts delivery and assembly.


Exhibit 99.1
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Financial Guidance

The following forward-looking statements reflect our expectations for the fourth quarter of 2024 as of November 6, 2024 and are subject to substantial uncertainty. Our results are based on assumptions that we believe to be reasonable as of this date, but may be materially affected by many factors, as discussed below in “Forward-Looking Statements.”

•Free cash flow for the fourth quarter of 2024 is expected to be in the range of $(115) million to $(125) million.

Non-GAAP Financial Measures
In addition to the Company's results prepared in accordance with generally accepted accounting principles in the United States (GAAP), the Company is also providing certain non-GAAP financial measures. A discussion regarding the use of non-GAAP financial measures and a reconciliation of such measures to the most directly comparable GAAP information is presented later in this press release.

Conference Call Information
Virgin Galactic will host a conference call to discuss the results at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) today. To access the conference call, parties should dial +1 800-715-9871 or +1 646-307-1963 and enter the conference ID number 9301433. The live audio webcast along with supplemental information will be accessible on the Company’s Investor Relations website at https://investors.virgingalactic.com/events-and-presentations/. A recording of the webcast will also be available following the conference call.

About Virgin Galactic
Virgin Galactic is an aerospace and space travel company, pioneering human spaceflight for private individuals and researchers with its advanced air and space vehicles. Scale and profitability are driven by next generation vehicles capable of bringing humans to space at an unprecedented frequency with an industry-leading cost structure. You can find more information at https://www.virgingalactic.com/.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding our spaceflight systems, development, production and design of our Delta Class spaceships and proposed timeline for commercial service using such spaceships, our plans to advance design work on our second mothership, the acceleration of our next phase of growth, our plans to ramp-up staffing for the Phoenix-Mesa spaceship factory and related major parts delivery and assembly, and our objectives for future operations, growth plans and the Company’s financial forecasts, including fourth quarter 2024 expected free cash flow, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “strategy,” “future,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to any delay in future commercial flights of our spaceflight fleet, our ability to successfully develop and test our next generation vehicles, and the time and costs associated with doing so, our expected capital requirements and the availability of additional financing, and the other factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as well our subsequently filed reports on Form 10-Q and 8-K, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the "SEC"), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at www.virgingalactic.com, which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-

Exhibit 99.1
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looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Exhibit 99.1
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Third Quarter 2024 Financial Results

VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue$402 $1,728 $6,607 $3,991 
Operating expenses:
Spaceline operations19,874 25,648 69,753 26,200 
Research and development23,937 44,848 124,441 241,292 
Selling, general and administrative33,978 42,218 95,793 144,020 
Depreciation and amortization4,341 3,286 11,296 9,723 
Total operating expenses82,130 116,000 301,283 421,235 
Operating loss(81,728)(114,272)(294,676)(417,244)
Interest income10,363 12,856 33,779 28,590 
Interest expense(3,233)(3,221)(9,690)(9,648)
Other income, net163 86 479 164 
Loss before income taxes(74,435)(104,551)(270,108)(398,138)
Income tax expense105 53 219 215 
Net loss(74,540)(104,604)(270,327)(398,353)
Other comprehensive income (loss):
Foreign currency translation adjustment31 (60)25 9 
Unrealized gain on marketable securities1,794 1,022 846 6,008 
Total comprehensive loss$(72,715)$(103,642)$(269,456)$(392,336)
Net loss per share:
Basic and diluted$(2.66)$(5.57)$(11.66)$(25.20)
Weighted-average shares outstanding:
Basic and diluted27,973 18,792 23,176 15,809 


Exhibit 99.1
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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(In thousands)
September 30, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$172,359 $216,799 
Restricted cash32,357 36,793 
Marketable securities, short-term478,741 657,238 
Other current assets29,788 39,999 
Total current assets713,245 950,829 
Marketable securities, long-term60,434 71,596 
Property, plant and equipment, net181,154 93,806 
Other non-current assets61,476 63,286 
Total assets$1,016,309 $1,179,517 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$8,078 $32,415 
Customer deposits86,140 97,841 
Other current liabilities63,688 55,404 
Total current liabilities157,906 185,660 
Non-current liabilities:
Convertible senior notes, net419,555 417,886 
Other non-current liabilities72,856 70,495 
Total liabilities650,317 674,041 
Stockholders' Equity
Common stock3 2 
Additional paid-in capital2,761,206 2,631,235 
Accumulated deficit(2,396,459)(2,126,132)
Accumulated other comprehensive income1,242 371 
Total stockholders' equity365,992 505,476 
Total liabilities and stockholders' equity$1,016,309 $1,179,517 


Exhibit 99.1
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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net loss$(270,327)$(398,353)
Stock-based compensation24,040 35,598 
Depreciation and amortization11,296 9,723 
Amortization of debt issuance costs1,669 1,618 
Other non-cash items(13,332)(6,500)
Change in operating assets and liabilities:
Other current and non-current assets13,624 14,293 
Accounts payable(25,364)9,019 
Customer deposits(11,701)(4,724)
Other current and non-current liabilities(1,573)(13,558)
Net cash used in operating activities(271,668)(352,884)
Cash flows from investing activities:
Capital expenditures(86,146)(25,941)
Purchases of marketable securities(527,361)(872,950)
Proceeds from maturities and calls of marketable securities729,353 702,346 
Other investing activities598 — 
Net cash provided by (used in) investing activities116,444 (196,545)
Cash flows from financing activities:
Payments of finance lease obligations(149)(175)
Proceeds from issuance of common stock108,698 484,145 
Withholding taxes paid on behalf of employees on net settled stock-based awards(1,153)(3,001)
Transaction costs related to issuance of common stock(1,046)(5,106)
Other financing activities(2)— 
Net cash provided by financing activities106,348 475,863 
Net decrease in cash, cash equivalents and restricted cash(48,876)(73,566)
Cash, cash equivalents and restricted cash at beginning of period253,592 342,627 
Cash, cash equivalents and restricted cash at end of period$204,716 $269,061 
Cash and cash equivalents$172,359 $231,030 
Restricted cash32,357 38,031 
Cash, cash equivalents and restricted cash$204,716 $269,061 

Exhibit 99.1
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Use of Non-GAAP Financial Measures
This press release references certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States (GAAP), including non-GAAP total operating expenses, Adjusted EBITDA and free cash flow. The Company defines non-GAAP total operating expenses as total operating expenses other than stock-based compensation and depreciation and amortization. The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation and amortization and stock-based compensation. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. None of these non-GAAP financial measures is a substitute for or superior to measures prepared in accordance with GAAP and should not be considered as an alternative to any other measures derived in accordance with GAAP.

The Company believes that presenting these non-GAAP financial measures provides useful supplemental information to investors about the Company in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by its management in financial and operational-decision making. However, there are a number of limitations related to the use of non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore any non-GAAP measures the Company uses may not be directly comparable to similarly titled measures of other companies.

A reconciliation of total operating expenses to non-GAAP total operating expenses for the three and nine months ended September 30, 2024 and 2023, respectively, is set forth below (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Total operating expenses$82,130 $116,000 $301,283 $421,235 
Stock-based compensation7,560 10,763 24,040 35,598 
Depreciation and amortization4,341 3,286 11,296 9,723 
Non-GAAP total operating expenses
$70,229 $101,951 $265,947 $375,914 

A reconciliation of net loss to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023, respectively, is set forth below (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024  202320242023
Net loss$(74,540)$(104,604)$(270,327)$(398,353)
Interest expense3,233 3,221 9,690 9,648 
Income tax expense105 53 219 215 
Depreciation and amortization4,341 3,286 11,296 9,723 
Stock-based compensation7,560 10,763 24,040 35,598 
Adjusted EBITDA$(59,301)  $(87,281)$(225,082)$(343,169)

Exhibit 99.1
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The following table reconciles net cash used in operating activities to free cash flow for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net cash used in operating activities$(79,307)$(91,497)$(271,668)$(352,884)
Capital expenditures(38,659)(13,325)(86,146)(25,941)
Free cash flow$(117,966)$(104,822)$(357,814)$(378,825)

The Company has not provided a reconciliation of forward-looking free cash flow to the most directly comparable GAAP financial measures because such a reconciliation is not available without unreasonable efforts, due to the variability of these items and the fact that there is substantial uncertainty associated with predicting any future adjustments that we may make to our GAAP financial measures in calculating our non-GAAP financial measures.
For media inquiries:
Aleanna Crane - Vice President, Communications
news@virgingalactic.com
575.800.4422

For investor inquiries:
Eric Cerny - Vice President, Investor Relations
vg-ir@virgingalactic.com
949.774.7637

v3.24.3
Cover
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name Virgin Galactic Holdings, Inc
Entity Incorporation, State or Country Code DE
Entity File Number 001-38202
Entity Tax Identification Number 85-3608069
Entity Address, Address Line One 1700 Flight Way
Entity Address, City or Town Tustin
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92782
City Area Code 949
Local Phone Number 774-7640
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol SPCE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001706946
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