Virgin Galactic signs up to $250M stock-sale agreement
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Virgin Galactic Holdings, Inc. (SPCE) reported third-quarter 2026 revenue of $427,000, compared with $365,000 a year earlier, and a net loss of $58.756 million, versus $64.417 million. Adjusted EBITDA loss was $46.757 million, compared with $52.831 million. For the first nine months of 2026, revenue was $788,000 versus $1.232 million, and operating cash used was $161.719 million, compared with $187.667 million.
The company entered an at-the-market sales agreement for up to $250 million of common stock through or directly to Jefferies LLC. Net proceeds are intended for operations, growth projects and debt repayment; at least 35% of net cash proceeds must be used to redeem 9.80% First Lien Notes due 2028, to the extent required by the indenture. The company also intends to negotiate exchanges of its 2.50% 2027 notes for common shares, with completion expected in Q4 2026 but potentially later or not at all. A second spaceship is on track to join the fleet in late Q2/early Q3 2027, and growth projects are expected to increase capacity to 150 spaceflights per year by the end of 2028.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month operating cash use declined to $161.719 million from $187.667 million.
- Minor pointThird-quarter revenue increased to $427,000 from $365,000 year over year.
- Minor pointThird-quarter net loss narrowed to $58.756 million from $64.417 million.
Negative
- Minor pointNine-month revenue fell to $788,000 from $1.232 million.
8-K Event Classification
Key Figures
Key Terms
at-the-market offering financial
Adjusted EBITDA financial
free cash flow financial
First Lien Notes financial
commercially reasonable efforts technical
high-cadence launch hangar technical
Earnings Snapshot
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue did SPCE report for Q3 2026?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
(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 class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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. ☐
Explanatory Note
On November 12, 2026, Virgin Galactic Holdings, Inc. (the “Company”) announced a series of transactions and proposed transactions described in this Current Report under Items 7.01 and 8.01 that the Company has entered into or expects to enter into as part of a comprehensive plan to support its operations and growth initiatives as it prepares for the expected commencement of its commercial flights in 2027. The Company intends to use any net cash proceeds from such transactions (1) for working capital and general corporate purposes, including to fund its operations leading up to and following the start of commercial service, (2) to invest in growth initiatives, including (a) the construction of a new high-cadence launch hangar and fueling infrastructure expected to increase the Company’s spaceflight capacity, and (b) the expansion of its rocket production capabilities to support higher rate production and to pursue additional market opportunities, and (3) to repay a portion of its outstanding indebtedness.
| Item 2.02 | Results of Operations and Financial Condition. |
On November 12, 2026, the Company issued a press release announcing certain financial and other results for the fiscal quarter ended September 30, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information furnished in Item 2.02 of 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
On November 12, 2026, the Company announced that it intends to enter into one or more separate, privately negotiated transactions with one or more holders of its 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”) to exchange their 2027 Notes for shares of the Company’s common stock. The Company currently expects that any such exchanges will be completed during the fourth quarter of 2026; however, the timing of any exchange will depend on, among other things, market conditions and the outcome of negotiations with holders, and any exchange may be completed at a later date or not at all. The terms of each exchange will be individually negotiated. There can be no assurance that the Company will complete any exchange, or as to the timing, terms or amount of any exchange. Any shares of common stock issued in the exchanges are expected to be issued in reliance on an exemption from registration under the Securities Act.
This Current Report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities. Nor will there be any offer, solicitation or sale of securities in any jurisdiction in which it would be unlawful.
The information furnished in Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On November 12, 2026, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (the “Agent”) providing for the offer and sale of up to $250,000,000 of shares of the Company’s common stock, par value $0.0001 per share, from time to time by the Company through the Agent, acting as the Company’s sales agent, or directly to the Agent, acting as principal. The Company intends to use any net cash proceeds it receives from the issuance and sale by it of any shares of the Company’s common stock to or through the Agent (1) for working capital and general corporate purposes, including to fund its operations leading up to and following the start of commercial service, (2) to invest in growth initiatives, including (a) the construction of a new high-cadence launch hangar and fueling infrastructure expected to increase the Company’s spaceflight capacity, and (b) the expansion of its rocket production capabilities to support higher rate production and to pursue additional market opportunities, and (3) to repay a portion of its outstanding indebtedness. Pursuant
to the indenture, dated as of December 18, 2025, governing the Company’s 9.80% First Lien Notes due 2028 (the “First Lien Notes”), as amended by the First Supplemental Indenture, dated as of April 24, 2026 (as so amended, the “Indenture”), the Company expects to use a portion of the net proceeds from the offering to redeem such First Lien Notes to the extent required by the Indenture, which includes the requirement to use of at least 35% of net cash proceeds from the offering for such redemption.
Sales of shares of the Company’s common stock, if any, as contemplated by the Sales Agreement, made through the Agent acting as sales agent or directly to the Agent acting as principal, will be made by any method permitted by law, including without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited), (ii) to or through a market maker, (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system or any other market venue, (iv) in the over-the-counter market, (v) in privately negotiated transactions or (vi) through a combination of any such methods.
The Agent is not required to sell any specific number or dollar amount of shares of the Company’s common stock, but has agreed, subject to the terms and conditions of the Sales Agreement, to use its commercially reasonable efforts, consistent with its normal sales and trading practices, to sell the shares of the Company’s common stock on the terms agreed upon by the Agent and the Company.
The Sales Agreement provides that the Agent will be entitled to a commission in the amount of up to 3.0% of the gross sales price per share of all shares sold through the Agent under the Sales Agreement.
Under the terms of the Sales Agreement, the Company may also sell shares of its common stock to the Agent, as principal, at a price agreed upon at the time of sale. In any such sale to the Agent as principal, the Company may agree to pay the Agent a commission or underwriting discount that may exceed 3.0% of the gross sales price of the Company’s common stock sold to the Agent, as principal.
The Sales Agreement is filed herewith as Exhibit 1.1. The Sales Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Agent, including for liabilities under the Securities Act and other obligations of the parties. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The description of the Sales Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as an exhibit and incorporated herein by reference.
The opinion of Latham & Watkins LLP relating to the validity of the shares of common stock being offered pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this Current Report other than statements of historical fact, including, without limitation, statements regarding the proposed transactions and the Company’s intended use of any proceeds therefrom, the expected commencement of the Company’s commercial flights in 2027, the construction of a new high-cadence launch hangar and fueling infrastructure expected to increase its spaceflight capacity, the expansion of its rocket production capabilities to support higher rate production and to pursue additional market opportunities, the proposed exchanges of the 2027 Notes, the offer and sale of shares of the Company’s common stock under the Sales Agreement, and the anticipated use of any net proceeds from those offerings, 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 the Company’s 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 Company’s ability to complete the proposed
exchanges of the 2027 Notes on the anticipated terms, or at all, whether the Company will sell any shares under the Sales Agreement, and the amount of proceeds from any such sales, any delay in future commercial flights of the Company’s spaceflight fleet, its ability to successfully develop and test its next generation vehicles, and the time and costs associated with doing so, the Company’s expected capital requirements and the availability of additional financing, and the other factors, risks and uncertainties included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such factors may be updated from time to time in its 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 the Company’s website at www.virgingalactic.com, which could cause the Company’s actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, even if subsequent events cause its views to change.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Open Market Sale AgreementSM, dated November 12, 2026, by and between the Company and Jefferies LLC. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). | |
| 99.1 | Press Release, dated November 12, 2026. | |
| 104 | Cover 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 12, 2026 | By: | /s/ Douglas Ahrens | ||||
| Name: | Douglas Ahrens | |||||
| Title: | Chief Financial Officer and Treasurer | |||||
Exhibit 99.1
Virgin Galactic Announces Third Quarter 2026 Financial Results and Provides Business Update
| • | First Glide Flight with Lead Spaceship, Apeiron, Expected in January, and First Commercial Spaceflight Expected Early Q2 2027 |
| • | Second Spaceship Expected to Begin Commercial Spaceflight in Late Q2/Early Q3 2027 |
| • | New High-Cadence Launch Hangar and Fueling Infrastructure (Planned Opening in 2H 2028) Expected to Increase Spaceflight Capacity by 20% to 150 Spaceflights Per Year |
| • | 100+ Astronauts Begin Preparations for Upcoming Spaceflights, While Limited Availability of Spaceflight Expedition Bookings Opened at $850k Per Seat |
ORANGE COUNTY, CALIFORNIA – November 12, 2026 – Virgin Galactic Holdings, Inc. (NYSE: SPCE) (“Virgin Galactic” or the “Company”) today announced its financial results for the third quarter ended September 30, 2026, and provided a business update.
“Spaceship Apeiron’s arrival at Spaceport America shifts our focus towards operational readiness, as we now prepare for flight test and the launch of commercial spaceflight,” said Michael Colglazier, Chief Executive Officer of Virgin Galactic. “With our second spaceship on track to join Apeiron and Eve in late Q2/early Q3 2027, we have initiated near-term growth projects expected to increase capacity from this initial fleet to a rate of 150 spaceflights per year by the end of 2028.”
Third Quarter 2026 Financial Highlights
| • | Cash, cash equivalents and marketable securities total $184 million as of September 30, 2026. |
| • | Revenue of $0.4 million, consistent with the third quarter of 2025, attributable to access fees related to future astronauts and a future astronaut event. |
| • | GAAP total operating expenses of $59 million, compared to $67 million in the third quarter of 2025. Non-GAAP total operating expenses of $49 million in the third quarter of 2026, compared to $58 million in the third quarter of 2025. |
| • | Net loss of $59 million, compared to a $64 million net loss in the third quarter of 2025, with the improvement primarily driven by lower operating expenses in 2026. |
| • | Adjusted EBITDA totaled $(47) million, compared to $(53) million in the third quarter of 2025, with the improvement primarily driven by lower operating expenses in 2026. |
| • | Net cash used in operating activities totaled $58 million, compared to $56 million in the third quarter of 2025. |
| • | Cash paid for capital expenditures totaled $41 million, compared to $51 million in the third quarter of 2025. |
| • | Free cash flow totaled $(99) million, compared to $(108) million in the third quarter of 2025. |
Business Updates
| • | Completed construction of the rocket motor production facility within the Spaceship Factory in Arizona, with final occupancy approval pending. Preparations for assembly-line production are underway. |
| • | Began booking limited tranche of Spaceflight Expeditions at $850,000 per seat. |
Financial Guidance
The following forward-looking statements reflect our expectations for the fourth quarter of 2026 as of November 12, 2026 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 2026 is expected to be in the range of $(80) million to $(90) 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 8165984. 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 dedicated to expanding the boundaries of human possibility. Through its spaceflight expeditions, the company offers people a profound new perspective on our planet and their own potential, while enabling scientific discovery and supporting strategic government missions. Virgin Galactic combines world-class aerospace engineering with thoughtfully designed astronaut experiences and a scalable spaceline operating model. Its reusable, air-launched Spaceships are designed to make spaceflight safe, repeatable, operationally efficient, and increasingly accessible, advancing a long-term vision of opening space to millions for extraordinary purposes. Learn more at 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, our planned timeline for testing, glide flights and commercial service using our Spaceships, our growth projects and their anticipated benefits, the planned opening of our high-cadence launch hangar and fueling infrastructure and the timing and benefits thereof, including increased spaceflight capacity, our plans for our rocket motor production facility, our objectives for future operations, growth plans and the Company’s financial forecasts, including our expected free cash flow in the fourth quarter of 2026, 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, 2025, 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.
Third Quarter 2026 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, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue |
$ | 427 | $ | 365 | $ | 788 | $ | 1,232 | ||||||||
| Operating expenses: |
||||||||||||||||
| Spaceline operations |
28,272 | 19,497 | 86,094 | 54,529 | ||||||||||||
| Research and development |
2,567 | 14,952 | 13,618 | 68,383 | ||||||||||||
| Selling, general and administrative |
24,493 | 27,965 | 78,600 | 90,365 | ||||||||||||
| Depreciation and amortization |
4,089 | 4,117 | 11,988 | 12,511 | ||||||||||||
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| Total operating expenses |
59,421 | 66,531 | 190,300 | 225,788 | ||||||||||||
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|
|
|
|||||||||
| Operating loss |
(58,994 | ) | (66,166 | ) | (189,512 | ) | (224,556 | ) | ||||||||
| Interest income |
1,979 | 4,966 | 7,076 | 18,013 | ||||||||||||
| Interest expense |
(1,732 | ) | (3,250 | ) | (5,554 | ) | (9,737 | ) | ||||||||
| Gain on extinguishment of debt |
— | — | 8,639 | — | ||||||||||||
| Other income, net |
21 | 33 | 81 | 107 | ||||||||||||
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|||||||||
| Loss before income taxes |
(58,726 | ) | (64,417 | ) | (179,270 | ) | (216,173 | ) | ||||||||
| Income tax expense |
30 | — | 90 | 11 | ||||||||||||
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| Net loss |
(58,756 | ) | (64,417 | ) | (179,360 | ) | (216,184 | ) | ||||||||
| Other comprehensive loss: |
||||||||||||||||
| Foreign currency translation adjustment |
1 | (6 | ) | (9 | ) | 12 | ||||||||||
| Unrealized gain (loss) on marketable securities |
9 | 239 | (57 | ) | (71 | ) | ||||||||||
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| Total comprehensive loss |
$ | (58,746 | ) | $ | (64,184 | ) | $ | (179,426 | ) | $ | (216,243 | ) | ||||
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| Net loss per share: |
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| Basic and diluted |
$ | (0.39 | ) | $ | (1.09 | ) | $ | (1.57 | ) | $ | (4.61 | ) | ||||
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| Weighted-average shares outstanding: |
||||||||||||||||
| Basic and diluted |
151,596 | 59,252 | 114,209 | 46,865 | ||||||||||||
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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(In thousands)
| September 30, 2026 | December 31, 2025 | |||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 144,007 | $ | 144,727 | ||||
| Restricted cash |
31,293 | 30,988 | ||||||
| Marketable securities |
8,991 | 162,313 | ||||||
| Other current assets |
26,022 | 34,870 | ||||||
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|||||
| Total current assets |
210,313 | 372,898 | ||||||
| Property, plant and equipment, net |
500,329 | 388,730 | ||||||
| Other non-current assets |
36,381 | 41,551 | ||||||
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| Total assets |
$ | 747,023 | $ | 803,179 | ||||
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| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 17,886 | $ | 15,163 | ||||
| Current portion of long-term debt |
30,098 | 47,830 | ||||||
| Customer deposits |
80,460 | 78,535 | ||||||
| Other current liabilities |
52,557 | 67,795 | ||||||
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|||||
| Total current liabilities |
181,001 | 209,323 | ||||||
| Non-current liabilities: |
||||||||
| Long-term debt |
186,242 | 276,362 | ||||||
| Other long-term liabilities |
36,278 | 43,530 | ||||||
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|||||
| Total liabilities |
403,521 | 529,215 | ||||||
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| Stockholders’ Equity |
||||||||
| Common stock |
15 | 7 | ||||||
| Additional paid-in capital |
3,274,560 | 3,025,604 | ||||||
| Accumulated deficit |
(2,931,139 | ) | (2,751,779 | ) | ||||
| Accumulated other comprehensive income |
66 | 132 | ||||||
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|||||
| Total stockholders’ equity |
343,502 | 273,964 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 747,023 | $ | 803,179 | ||||
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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (179,360 | ) | $ | (216,184 | ) | ||
| Stock-based compensation |
17,092 | 14,320 | ||||||
| Depreciation and amortization |
11,988 | 12,511 | ||||||
| Gain on extinguishment of debt |
(8,639 | ) | — | |||||
| Amortization of debt issuance costs |
1,187 | 1,721 | ||||||
| Accretion of marketable securities purchased at a discount |
(1,149 | ) | (5,380 | ) | ||||
| Other non-cash items |
(11 | ) | (18 | ) | ||||
| Change in operating assets and liabilities: |
||||||||
| Other current and non-current assets |
6,914 | (4,393 | ) | |||||
| Accounts payable |
977 | 5,014 | ||||||
| Customer deposits |
1,925 | (4,295 | ) | |||||
| Other current and non-current liabilities |
(12,643 | ) | 9,037 | |||||
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| Net cash used in operating activities |
(161,719 | ) | (187,667 | ) | ||||
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| Cash flows from investing activities: |
||||||||
| Capital expenditures |
(121,468 | ) | (155,892 | ) | ||||
| Purchases of marketable securities |
(72,081 | ) | (306,754 | ) | ||||
| Proceeds from maturities and calls of marketable securities |
226,499 | 492,505 | ||||||
| Other investing activities |
10 | 8 | ||||||
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| Net cash provided by investing activities |
32,960 | 29,867 | ||||||
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| Cash flows from financing activities: |
||||||||
| Payments of long-term debt |
(11,170 | ) | — | |||||
| Payments of finance lease obligations |
(179 | ) | (154 | ) | ||||
| Proceeds from issuance of common stock pursuant to at-the-market offering |
145,020 | 109,160 | ||||||
| Transaction costs related to issuance of common stock pursuant to at-the-market offering |
(3,748 | ) | (3,179 | ) | ||||
| Other debt and equity transaction costs |
(247 | ) | — | |||||
| Proceeds from issuance of common stock pursuant to employee stock purchase plan |
476 | — | ||||||
| Withholding taxes paid on behalf of employees on net settled stock-based awards |
(1,808 | ) | (118 | ) | ||||
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| Net cash provided by financing activities |
128,344 | 105,709 | ||||||
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| Net decrease in cash, cash equivalents and restricted cash |
(415 | ) | (52,091 | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of period |
175,715 | 210,885 | ||||||
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| Cash, cash equivalents and restricted cash at end of period |
$ | 175,300 | $ | 158,794 | ||||
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| Cash and cash equivalents |
$ | 144,007 | $ | 128,789 | ||||
| Restricted cash |
31,293 | 30,005 | ||||||
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| Cash, cash equivalents and restricted cash |
$ | 175,300 | $ | 158,794 | ||||
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Use of Non-GAAP Financial Measures
This press release references certain financial measures that are not prepared in accordance with 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, depreciation and amortization, and legal settlement expense. The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation and amortization, stock-based compensation, legal settlement expense, and gain on extinguishment of debt. 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, 2026 and 2025, respectively, is set forth below (in thousands):
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Total operating expenses |
$ | 59,421 | $ | 66,531 | $ | 190,300 | $ | 225,788 | ||||||||
| Stock-based compensation |
6,148 | 4,719 | 17,092 | 14,320 | ||||||||||||
| Depreciation and amortization |
4,089 | 4,117 | 11,988 | 12,511 | ||||||||||||
| Legal settlement expense |
— | (500 | ) | — | 2,375 | |||||||||||
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| Non-GAAP total operating expenses |
$ | 49,184 | $ | 58,195 | $ | 161,220 | $ | 196,582 | ||||||||
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A reconciliation of net loss to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025, respectively, is set forth below (in thousands):
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss |
$ | (58,756 | ) | $ | (64,417 | ) | $ | (179,360 | ) | $ | (216,184 | ) | ||||
| Interest expense |
1,732 | 3,250 | 5,554 | 9,737 | ||||||||||||
| Income tax expense |
30 | — | 90 | 11 | ||||||||||||
| Depreciation and amortization |
4,089 | 4,117 | 11,988 | 12,511 | ||||||||||||
| Stock-based compensation |
6,148 | 4,719 | 17,092 | 14,320 | ||||||||||||
| Legal settlement expense |
— | (500 | ) | — | 2,375 | |||||||||||
| Gain on extinguishment of debt |
— | — | (8,639 | ) | — | |||||||||||
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| Adjusted EBITDA |
$ | (46,757 | ) | $ | (52,831 | ) | $ | (153,275 | ) | $ | (177,230 | ) | ||||
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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, 2026 and 2025, respectively (in thousands):
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net cash used in operating activities |
$ | (58,046 | ) | $ | (56,303 | ) | $ | (161,719 | ) | $ | (187,667 | ) | ||||
| Capital expenditures |
(41,095 | ) | (51,484 | ) | (121,468 | ) | (155,892 | ) | ||||||||
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| Free cash flow |
$ | (99,141 | ) | $ | (107,787 | ) | $ | (283,187 | ) | $ | (343,559 | ) | ||||
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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/or the fact that there is substantial uncertainty associated with predicting any future adjustments that the Company may make to its GAAP financial measures in calculating such non-GAAP financial measures.
For media inquiries:
Aleanna Crane - Vice President, Communications
news@virgingalactic.com
575.800.4422
For investor inquiries:
Ken Michaels – Vice President
vg-ir@virgingalactic.com
949.774.7640