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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 3, 2022
____________________________

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
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 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 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 3, 2022, Virgin Galactic Holdings, Inc. (the “Company”) issued a press release announcing certain financial and other results for the fiscal quarter ended September 30, 2022. 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.
The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.






  Virgin Galactic Holdings, Inc.



Date: November 3, 2022   By:   /s/ Douglas Ahrens

  Name:   Douglas Ahrens

  Title:   Chief Financial Officer
(Principal Financial and Accounting Officer)

EX-99.1 2 spce-2022q3_8kprexhibit991.htm EX-99.1 Document
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Virgin Galactic Announces Third Quarter 2022 Financial Results And Provides Business Update

•Contracted With Bell Textron and Qarbon Aerospace as Primary Suppliers to Build Delta Class Spaceships
•Commercial Launch Remains on Track for Q2 2023

TUSTIN, CALIFORNIA. – November 3, 2022 – Virgin Galactic Holdings, Inc. (NYSE: SPCE) (“Virgin Galactic” or the "Company”) today announced its financial results for the third quarter ended September 30, 2022 and provided a business update.

Michael Colglazier, Chief Executive Officer of Virgin Galactic said “We remain on track to launch commercial service in the second quarter of 2023, and we look forward to validating the modifications to VMS Eve and VSS Unity with multiple scheduled test flights in the coming months. We are also executing on our key strategic initiatives to scale our business as a global Spaceline over the long-term. With Aurora Flight Sciences building our next generation motherships, and the selection of experienced manufacturers, Bell Textron and Qarbon Aerospace, to help build our Delta Class Spaceships, we have our primary suppliers in place to expand our fleet and support our long-term growth.”

Third Quarter 2022 Financial Highlights:
•Cash position remains strong, with cash and cash equivalents and marketable securities of $1.1 billion as of September 30, 2022.
•Net loss of $146 million, compared to a $48 million net loss in the third quarter of 2021.
•GAAP selling, general, and administrative expenses of $46 million, compared to $48 million in the third quarter of 2021. Non-GAAP selling, general and administrative expenses of $38 million in the third quarter of 2022, compared to $40 million in the second quarter of 2021.
•GAAP research and development expenses of $97 million, compared to $34 million in the third quarter of 2021. Non-GAAP research and development expenses of $94 million in the third quarter of 2022, compared to $31 million in the third quarter of 2021.
•Adjusted EBITDA totaled $(129) million, compared to $(68) million in the third quarter of 2021.
•Net cash used in operating activities totaled $(101) million, compared to $(52) million in the third quarter of 2021.
•Free cash flow totaled $(107) million, compared to $(53) million in the third quarter of 2021.
•Cash paid for capital expenditures totaled $6 million, compared to $1 million in the third quarter of 2021.
•Generated $100 million in gross proceeds through the issuance of 15.6 million shares of common stock as part of the at the market offering announced on August 4, 2022.

Business Highlights and Recent Updates:

•On November 2, 2022, we announced Bell Textron and Qarbon Aerospace as primary suppliers to build Delta Class spaceships. The first Delta Class spaceship is expected to be completed in 2025.
•On track to launch commercial service in Q2 2023.








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Financial Guidance:

The following forward-looking statements reflect our expectations for the fourth quarter of 2022 as of November 3, 2022 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.”

•Forecasted free cash flow for the fourth quarter of 2022 is expected to be in the range of $(120) million to $(130) million.

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 +1 844 200 6205 or +1 646 904 5544 and enter the conference ID number 199443. 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 Holdings

Virgin Galactic is an aerospace and space travel company, pioneering human spaceflight for private individuals and researchers with its advanced air and space vehicles. It is developing a spaceflight system designed to connect the world to the love, wonder and awe created by space travel and to offer customers a transformative experience. 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, expected flight schedule, timing of commercial launch and payload flights, expected completion of the first Delta class spaceship, our objectives for future operations and the Company’s financial forecast, 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 the factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 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-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.










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USE OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

This press release references certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States (GAAP), including Adjusted EBITDA, non-GAAP selling, general, and administrative expense, non-GAAP research and development expense and free cash flow. The Company defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation and amortization, stock-based compensation, and certain other items the Company believes are not indicative of its core operating performance. It defines non-GAAP selling, general, and administrative expenses as selling, general, and administrative expenses other than stock-based compensation and non-GAAP research and development expenses as research and development expenses other than stock-based compensation. It defines free cash flow as net cash used 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.




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Third Quarter 2022 Financial Results

VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited and in thousands, except for per share data)
Three Months Ended Nine Months Ended
September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021
Revenue $ 767  $ 2,580  $ 1,443  $ 3,151 
Operating expenses:
Customer experience 590  207  737  270 
Selling, general, and administrative 46,113  48,268  127,820  128,503 
Research and development 97,411  34,289  211,578  103,997 
Depreciation and amortization 2,214  2,895  7,981  8,635 
Total operating expenses 146,328  85,659  348,116  241,405 
Operating loss (145,561) (83,079) (346,673) (238,254)
Interest income 3,524  240  6,327  785 
Interest expense (3,293) (6) (8,924) (19)
Change in fair value of warrants —  34,432  —  (34,650)
Other income, net (203) 70  110 
Loss before income taxes (145,533) (48,343) (349,263) (272,028)
Income tax expense (21) (25) (69) (74)
Net loss (145,554) (48,368) (349,332) (272,102)
Other comprehensive income (loss):
Foreign currency translation adjustment (180) (313) 11 
Unrealized loss on marketable securities (585) (437) (8,227) (437)
Total comprehensive loss $ (146,319) $ (48,802) $ (357,872) $ (272,528)
Net loss per share:
Basic $ (0.55) $ (0.19) $ (1.34) $ (1.11)
Diluted $ (0.55) $ (0.32) $ (1.34) $ (1.11)
Weighted-average shares outstanding:
Basic 263,907,259  254,749,195  260,255,202  244,157,923 
Diluted 263,907,259  255,147,228  260,255,202  244,157,923 



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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
September 30, 2022 December 31, 2021
(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 394,032  $ 524,481 
Restricted cash 40,328  25,549 
Marketable securities, short-term 606,713  79,418 
Inventories 22,851  29,668 
Prepaid expenses and other current assets 22,094  19,476 
Total current assets 1,086,018  678,592 
Marketable securities, long-term 69,072  301,463 
Property, plant, and equipment, net 48,874  47,498 
Other non-current assets 55,220  41,281 
Total assets $ 1,259,184  $ 1,068,834 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 19,872  $ 9,237 
Accrued liabilities 43,389  28,787 
Customer deposits 103,971  90,863 
Other current liabilities 3,336  2,636 
Total current liabilities 170,568  131,523 
Non-current liabilities
Convertible senior notes, net 415,188  — 
Other long-term liabilities 59,885  43,047 
Total liabilities 645,641  174,570 
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; 274,481,195 and 258,166,417 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
27  26 
Additional paid-in capital 2,096,901  2,019,750 
Accumulated deficit (1,472,975) (1,123,643)
Accumulated other comprehensive income (10,410) (1,869)
Total stockholders' equity 613,543  894,264 
Total liabilities and stockholders' equity $ 1,259,184  $ 1,068,834 








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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited and in thousands)
Nine Months Ended September 30,
2022 2021
Cash flows from operating activities
Net loss $ (349,332) $ (272,102)
Stock-based compensation 34,488  48,704 
Depreciation, amortization and impairment 12,174  8,635 
Amortization of debt issuance costs 1,466  — 
Change in fair value of warrants —  34,650 
Non-cash interest and other operating activities, net 6,063  (42)
Change in assets and liabilities
Inventories 6,817  1,178 
Other current and non-current assets 2,253  6,342 
Accounts payable and accrued liabilities 23,828  1,824 
Customer deposits 13,108  2,148 
Other current and non-current liabilities 136  3,026 
Net cash used in operating activities (248,999) (165,637)
Cash flows from investing activity
Capital expenditures (12,306) (2,452)
Purchases of marketable securities (604,945) (286,132)
Proceeds from maturities and calls of marketable securities 294,612  — 
Cash used in investing activity (322,639) (288,584)
Cash flows from financing activities
Payments of lease obligations (132) (105)
Proceeds from convertible senior notes 425,000  — 
Debt issuance costs (11,278) — 
Capped call premium (52,318) — 
Repayment of commercial loan (310) (310)
Proceeds from issuance of common stock 99,573  500,000 
Proceeds from issuance of common stock pursuant to stock options exercised 49  18,856 
Transaction costs related to issuance of common stock (1,137) (6,753)
Withholding taxes paid on behalf of employees on net settled stock-based awards (3,479) (15,779)
Net cash provided by financing activities 455,968  495,909 
Net increase (decrease) in cash and cash equivalents (115,670) 41,688 
Cash, cash equivalents and restricted cash at beginning of year 550,030  678,955 
Cash, cash equivalents and restricted cash ending balances $ 434,360  $ 720,643 
Cash and cash equivalents $ 394,032  $ 702,565 
Restricted cash 40,328  18,078 
Cash, cash equivalents and restricted cash $ 434,360  $ 720,643 


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Use of Non-GAAP Financial Measures (Unaudited)
This press release references certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States (GAAP), including Adjusted EBITDA, non-GAAP selling, general, and administrative expense, non-GAAP research and development expense and free cash flow. The Company defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation and amortization, stock-based compensation, and certain other items the Company believes are not indicative of its core operating performance. The Company defines non-GAAP selling, general, and administrative expenses as selling, general, and administrative expenses other than stock-based compensation and non-GAAP research and development expenses as research and development expenses other than stock-based compensation. The Company defines free cash flows as net cash used in operating activities less capital expenditures. None of these non-GAAP financial measures is a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any other performance 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 Adjusted EBITDA to net loss for the three and nine months ended September 30, 2022 and September 30, 2021 , respectively, are set forth below:
Amounts in thousands ($) Three Months Ended Nine Months Ended
September 30, 2022    September 30, 2021 September 30, 2022 September 30, 2021
Net Loss $ (145,554) $ (48,368) $ (349,332) $ (272,102)
Income tax expense 21  25  69  74 
Interest expense 3,293  8,924  19 
Depreciation & amortization 2,214  2,895  7,981  8,635 
Stock-based compensation 11,510  12,169  34,488  48,704 
Change in fair value of warrants —  (34,432) —  34,650 
Adjusted EBITDA $ (128,516)    $ (67,705) $ (297,870) $ (180,020)

A reconciliation of selling, general, and administrative expenses to non-GAAP selling, general, and administrative expenses for the three and six months ended September 30, 2022 and September 30, 2021, respectively, are set forth below:
Amounts in thousands ($) Three Months Ended Nine Months Ended
September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021
Selling, general, and administrative $ 46,113  $ 48,268  $ 127,820  $ 128,503 
Stock-based compensation 8,158  8,540  24,068  37,004 
 Non-GAAP selling, general, and administration expenses $ 37,955  $ 39,728  $ 103,752  $ 91,499 

A reconciliation of research and development expenses to non-GAAP research and development expenses for the three and six months ended September 30, 2022 and September 30, 2021, respectively, are set forth below:


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Amounts in thousands ($) Three Months Ended Nine Months Ended
September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021
Research and development $ 97,411  $ 34,289  $ 211,578  $ 103,997 
Stock-based compensation 3,352  3,629  10,420  11,700 
     Non-GAAP Research and development expenses $ 94,059  $ 30,660  $ 201,158  $ 92,297 

The following table reconciles forecasted net cash used in operating activities to forecasted free cash flow for the fourth quarter of 2022 (in thousands):
Forecasted Range
Net cash used in operating activities ($ 118,000) - ($ 125,000)
Capital expenditures ($ 2,000) - ($ 5,000)
Free cash flow ($ 120,000) - ($ 130,000)

For media inquiries:
Aleanna Crane - Vice President Communications
Virgingalacticpress@virgingalactic.com
575-800-4422

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