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 ~~March 31,~~September 30, 2020


☐			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						~~98-1366046~~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 ~~May~~November 5, 2020, there were ~~210,403,856~~234,342,464 shares of the Company’s common stock, par value $0.0001, issued and outstanding.


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VIRGIN GALACTIC HOLDINGS, INC.

TABLE OF CONTENTS


		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	78
	Notes to Condensed Consolidated Financial Statements	89
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2227
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3238
Item 4.	Controls and Procedures	3339

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3541
Item 1 A .1A.	Risk Factors	3642
Item 2.	~~Unregistered~~Unregistered Sales of ~~Equit~~y Equity Securities and Use of Proceeds	5742
Item 3.	Defaults Upon Senior Securities	5842
Item 4.	Mine Safety Disclosures	5842
Item 5 .5.	Other Information	5842
Item 6 .6.	Exhibits	5842
Signatures			6044


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PART I. FINANCIAL INFORMATION

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.

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 “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “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:

•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;

•any delay in completing the flight test program and final development of our spaceflight system, which is comprised of our SpaceShipTwo ~~Spaceship,~~spaceship, VSS Unity, and our WhiteKnightTwo carrier aircraft, VMS Eve;

•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; and

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


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


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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)


		As of
		March 31, 2020		December 31, 2019			September 30, 2020		December 31, 2019
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	419,374	$	480,443	Cash and cash equivalents	$	741,575	$	480,443
Restricted cash	Restricted cash	12,278		12,278		Restricted cash	13,268		12,278
Inventories	Inventories	28,797		26,817		Inventories	25,147		26,817
Prepaid expenses and other current assets	Prepaid expenses and other current assets	14,879		17,133		Prepaid expenses and other current assets	9,871		17,133
Total current assets	Total current assets	475,328		536,671		Total current assets	789,861		536,671
Property, plant, and equipment, net	Property, plant, and equipment, net	52,382		49,333		Property, plant, and equipment, net	57,255		49,333
Other non-current assets	Other non-current assets	20,349		19,542		Other non-current assets	18,930		19,542
Total assets	Total assets	$	548,059	$	605,546	Total assets	$	866,046	$	605,546
Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity					Liabilities and Stockholders' Equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	8,410	$	7,038	Accounts payable	$	8,490	$	7,038
Accrued expenses	Accrued expenses	18,511		22,277		Accrued expenses	22,056		22,277
Customer deposits	Customer deposits	83,264		83,362		Customer deposits	83,190		83,362
Other current liabilities	Other current liabilities	3,207		3,168		Other current liabilities	2,300		3,168
Total current liabilities	Total current liabilities	113,392		115,845		Total current liabilities	116,036		115,845
Other long-term liabilities	Other long-term liabilities	22,666		22,141		Other long-term liabilities	23,763		22,141
Total liabilities	Total liabilities	$	136,058	$	137,986	Total liabilities	$	139,799	$	137,986
Commitments and contingencies (Note 15)
Commitments and contingencies (Note 16)						Commitments and contingencies (Note 16)
Stockholders' Equity	Stockholders' Equity					Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 authorized; 0ne issued and outstanding	Preferred stock, $0.0001 par value; 10,000,000 authorized; 0ne issued and outstanding	—		—		Preferred stock, $0.0001 par value; 10,000,000 authorized; 0ne issued and outstanding	$	0	0
Common stock, $0.0001 par value; 700,000,000 shares authorized; 209,240,972 and 196,001,038 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		21		20
Common stock, $0.0001 par value; 700,000,000 shares authorized; 234,021,503 and 196,001,038 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively						Common stock, $0.0001 par value; 700,000,000 shares authorized; 234,021,503 and 196,001,038 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	23		20
Additional paid-in capital	Additional paid-in capital	593,582		589,158		Additional paid-in capital	1,047,246		589,158
Accumulated deficit	Accumulated deficit	(181,607)		(121,677)		Accumulated deficit	(321,075)		(121,677)
Accumulated other comprehensive income	Accumulated other comprehensive income	5		59		Accumulated other comprehensive income	53		59
Total stockholders' equity	Total stockholders' equity	412,001		467,560		Total stockholders' equity	726,247		467,560
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	548,059	$	605,546	Total liabilities and stockholders' equity	$	866,046	$	605,546

See accompanying notes to condensed consolidated financial statements.


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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands except for per share data)

(Unaudited)

Three Months Ended March 31,
2020 2019
Revenue $ 238 $ 1,782
Cost of revenue 173 1,006
Gross profit 65 776
Selling, general, and administrative expenses 26,755 12,295
Research and development expenses 34,282 31,424
Operating loss (60,972) (42,943)
Interest income 1,177 353
Interest expense (9) (1)
Other income 3 23
Other expense (175) —
Loss before income taxes (59,976) (42,568)
Income tax (benefit) expense (46) 25
Net loss (59,930) (42,593)
Other comprehensive loss:
Foreign currency translation adjustment (54) 10
Total comprehensive loss $ (59,984) $ (42,583)
Net loss per share:
Basic and diluted $ (0.30) $ (0.22)
Weighted-average shares outstanding:
Basic and diluted 202,409,552 193,663,150


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019

Revenue	$	0	$	832	$	238	$	3,252
Cost of revenue	0		406		173		1,690
Gross profit	0		426		65		1,562
Selling, general, and administrative expenses	30,936		17,814		83,738		44,719
Research and development expenses	46,243		34,528		117,675		96,119
Operating loss	(77,179)		(51,916)		(201,348)		(139,276)
Interest income	322		387		2,005		1,137
Interest expense	(9)		0		(26)		(2)
Other income, net	(44)		91		5		128
Loss before income taxes	(76,910)		(51,438)		(199,364)		(138,013)
Income tax (benefit) expense	40		37		34		123
Net loss	(76,950)		(51,475)		(199,398)		(138,136)
Other comprehensive loss:
Foreign currency translation adjustment	48		(58)		(6)		(79)
Total comprehensive loss	$	(76,902)	$	(51,533)	$	(199,404)	$	(138,215)


Net loss per share:
Basic and diluted	$	(0.34)	$	(0.27)	$	(0.94)	$	(0.71)

Weighted-average shares outstanding:
Basic and diluted	225,253,536		193,663,150		213,193,386		193,663,150

See accompanying notes to condensed consolidated financial statements.


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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Equity

(In thousands except for per unit and share data)

(Unaudited)

Member's Equity Preferred Stock Common Stock
Net Parent
Investment Units Member's Capital # 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, 2018 $ 41,477 — $ — — $ — — $ — $ — $ — $ 82 $ 41,559
Net loss (42,593) — — — — — — — — — (42,593)
Other comprehensive loss — — — — — — — — — 10 10
Net transfer from Parent Company 47,445 — — — — — — — — — 47,445
Balance as of March 31, 2019 $ 46,329 — $ — — $ — — $ — $ — $ — $ 92 $ 46,421
Member's Equity Preferred Stock Common Stock
Net Parent
Investment Units Member's Capital # 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 $ 589,158 $ (121,677) $ 59 $ 467,560
Net loss — — — — — — — — (59,930) — (59,930)
Other comprehensive loss — — — — — — — — — (54) (54)
Common stock issued related to warrants exercised — — — — — 13,239,934 1 (1) — — —
Stock-based compensation — — — — — — — 4,425 — — 4,425
Balance as of March 31, 2020 $ — — $ — — $ — 209,240,972 $ 21 $ 593,582 $ (181,607) $ 5 $ 412,001

~~See accompanying notes to condensed consolidated financial statements.~~

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~


			Member's Equity			Preferred Stock			Common Stock
	Net Parent Investment		Units	Member's Capital		# 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, 2018	$	41,477	0	$	0	0	$	0	0	$	0	$	0	$	0	$	82	$	41,559
Net loss	(42,593)		—	—		—	—		—	—		—		—		—		(42,593)
Other comprehensive loss	—		—	—		—	—		—	—		—		—		10		10
Net transfer from Parent Company	47,445		—	—		—	—		—	—		—		—		—		47,445
Balance as of March 31, 2019	46,329		0	0		0	0		0	0		0		0		92		46,421
Net loss	(44,068)		—	—		—	—		—	—		—		—		—		(44,068)
Other comprehensive loss	—		—	—		—	—		—	—		—		—		(31)		(31)
Net transfer from Parent Company	53,730		—	—		—	—		—	—		—		—		—		53,730
Balance as of June 30, 2019	55,991		0	0		0	0		0	0		0		0		61		56,052
Net loss	(2,597)		—	—		—	—		—	—		—		(48,878)		—		(51,475)
Other comprehensive loss	—		—	—		—	—		—	—		—		—		(58)		(58)
Net transfer from Parent Company	4,944		—	—		—	—		—	—		—		—		—		4,944
Conversion from net parent investment to membership equity	(58,338)		100	58,338		—	—		—	—		—		—		—		0
Contribution from Parent Company	—		—	40,000		—	—		—	—		—		—		—		40,000
Balance as of September 30, 2019	$	0	100	$	98,338	0	$	0	0	$	0	$	0	$	(48,878)	$	3	$	49,463

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			Member's Equity			Preferred Stock			Common Stock
	Net Parent Investment		Units	Member's Capital		# 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	$	0	0	$	0	0	$	0	196,001,038	$	20	$	589,158	$	(121,677)	$	59	$	467,560
Net loss	—		—	—		—	—		—	—		—		(59,930)		—		(59,930)
Other comprehensive income (loss)	—		—	—		—	—		—	—		—		—		(54)		(54)
Common stock issued related to warrants exercised	—		—	—		—	—		13,239,934	1		(1)		—		—		0
Stock-based compensation	—		—	—		—	—		—	—		4,425		—		—		4,425
Balance as of March 31, 2020	0		0	0		0	0		209,240,972	21		593,582		(181,607)		5		412,001
Net loss	—		—	—		—	—		—	—		—		(62,518)		—		(62,518)
Other comprehensive loss	—		—	—		—	—		—	—		—		—		—		0
Common stock issued related to warrants exercised	—		—	—		—	—		1,162,884	—		—		—		—		0
Stock-based compensation	—		—	—		—	—		—	—		5,525		—		—		5,525
Transaction costs	—		—	—		—	—		—	—		(770)		—		—		(770)
Balance as of June 30, 2020	0		0	0		0	0		210,403,856	21		598,337		(244,125)		5		354,238
Net loss	—		—	—		—	—		—	—		—		(76,950)		—		(76,950)
Other comprehensive income (loss)	—		—	—		—	—		—	—		—		—		48		48
Common stock issued related to stock-based awards, net of taxes	—		—	—		—	—		17,647	—		(399)		—		—		(399)
Stock-based compensation	—		—	—		—	—		—	—		8,625		—		—		8,625
Issuance of common stock	—		—	—		—	—		23,600,000	2		460,198		—		—		460,200
Transaction costs	—		—	—		—	—		—	—		(19,515)		—		—		(19,515)
Balance as of September 30, 2020	$	0	0	$	0	0	$	0	234,021,503	$	23	$	1,047,246	$	(321,075)	$	53	$	726,247

See accompanying notes to condensed consolidated financial statements.

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VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


		Three Months Ended March 31,					Nine Months Ended September 30,
		2020		2019			2020		2019

Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net loss	Net loss	$	(59,930)	$	(42,593)	Net loss	$	(199,398)	$	(138,136)
Stock-based compensation	Stock-based compensation	4,425		—		Stock-based compensation	18,575		0
Depreciation and amortization	Depreciation and amortization	2,105		1,610		Depreciation and amortization	7,397		4,920
Other operating activities, net	Other operating activities, net	1		(117)		Other operating activities, net	75		(375)
Change in assets and liabilities	Change in assets and liabilities					Change in assets and liabilities
Inventories	Inventories	(1,980)		(35)		Inventories	1,669		(2,310)
Other current and non-current assets	Other current and non-current assets	2,142		(835)		Other current and non-current assets	6,152		(5,928)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(2,978)		(131)		Accounts payable and accrued expenses	719		2,560
Customer deposits	Customer deposits	(98)		(770)		Customer deposits	(172)		1,319
Other current and non-current liabilities						Other current and non-current liabilities	2,394		9,664
Net cash used in operating activities	Net cash used in operating activities	(56,313)		(42,871)		Net cash used in operating activities	(162,589)		(128,286)
Cash flows from investing activity	Cash flows from investing activity					Cash flows from investing activity
Capital expenditures	Capital expenditures	(4,036)		(3,068)		Capital expenditures	(14,135)		(13,680)
Cash used in investing activity	Cash used in investing activity	(4,036)		(3,068)		Cash used in investing activity	(14,135)		(13,680)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Payments of finance lease obligations	Payments of finance lease obligations	(23)		(23)		Payments of finance lease obligations	(89)		(55)
Net transfer from Parent Company	Net transfer from Parent Company	—		47,445		Net transfer from Parent Company	0		106,119
Proceeds from Parent Company						Proceeds from Parent Company	0		40,000
Issuance of common stock						Issuance of common stock	460,200		0
Transaction costs	Transaction costs	(697)		—		Transaction costs	(20,866)		0
Withheld taxes paid on behalf of employees on net settled stock-based awards						Withheld taxes paid on behalf of employees on net settled stock-based awards	(399)		0
Net cash provided by financing activities	Net cash provided by financing activities	(720)		47,422		Net cash provided by financing activities	438,846		146,064
Net increase (decrease) increase in cash and cash equivalents		(61,069)		1,483
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	262,122		4,098
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	492,721		81,368		Cash, cash equivalents and restricted cash at beginning of period	492,721		81,368
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	431,652	$	82,851	Cash, cash equivalents and restricted cash at end of period	$	754,843	$	85,466

Cash and cash equivalents	Cash and cash equivalents	$	419,374	$	74,973	Cash and cash equivalents	$	741,575	$	74,438
Restricted cash	Restricted cash	12,278		7,878		Restricted cash	13,268		11,028
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	431,652	$	82,851	Cash, cash equivalents and restricted cash	$	754,843	$	85,466

See accompanying notes to condensed consolidated financial statements.

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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.") 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. ~~VGH, Inc. is majority owned by Vieco 10 Limited, a British Virgin Islands Company ("Vieco 10").~~

VGH, Inc. was originally formed as a Cayman Islands exempted company on May 5, 2017 under the name Social Capital Hedosophia Holdings ~~Corp~~Corp. (“SCH”). SCH was a public investment vehicle incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On October 25, 2019, VGH, Inc. domesticated as a Delaware corporation and consummated the merger transactions contemplated by the Agreement and Plan of Merger, dated as of July 9,29, 2019, ~~SCH~~as amended on October 2, 2019, by and among VGH, Inc., Vieco USA, Inc. (“Vieco US”), Vieco 10 ~~executed a definitive merger agreement~~Limited (“Vieco 10”), TSC Vehicle Holdings, Inc., (“TSCV”), Virgin Galactic Vehicle Holdings, Inc., (“VGVH”), Virgin Galactic Holdings, LLC (“VGH LLC” and, collectively with TSCV and VGVH, the “VG Companies”), and the other parties thereto (the ~~"Virgin~~“Virgin Galactic Business ~~Combination") between SCH and the entities under common control of Vieco 10 comprising the Virgin Galactic operating businesses (the “VG Companies”~~Combination”). The closing of the Virgin Galactic Business Combination occurred on October 25, 2019 and, in connection with the closing, SCH re-domiciled as a Delaware corporation under the name Virgin Galactic Holdings, Inc. Upon closing, the entities comprising the VG Companies became wholly owned subsidiaries of VGH, Inc. and in exchange the VGH, Inc. common stock due to Vieco 10 as consideration was received and directly held by Vieco ~~USA, Inc. ("Vieco US"), a wholly owned subsidiary of Vieco 10.~~US. On March 16, 2020, Vieco US distributed its shares of VGH, Inc. to Vieco 10 and, in connection with such distribution, Vieco 10 executed a joinder to the Stockholders' Agreement and the Registration Rights Agreement entered into in connection with the consummation of the Virgin Galactic Business ~~Combination..~~Combination. On July 30, 2020, Vieco 10 subsequently distributed its shares of our common stock to Virgin Investments Limited (“VIL”) and Aabar Space, Inc. (“Aabar”) and, in connection with such distribution, VIL and Aabar executed a joinder to the Stockholders’ Agreement and the Registration Rights Agreement.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, “we,” “us,” “our,” the "Company" and similar terms refer to the VG Companies prior to the consummation of the Virgin Galactic Business Combination, and VGH, Inc. and its subsidiaries after the Virgin Galactic Business Combination. Prior to the Virgin Galactic Business Combination and prior to the series of Vieco 10 reorganizational steps, Galactic Ventures, LLC ("GV"), a wholly-owned subsidiary of Vieco 10, was the direct parent of VG Companies.

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 include 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.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

operational and manufacturing plans that conform to the latest COVID-19 health precautions. This includes universal facial ~~coverings,~~covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular and thorough disinfecting of surfaces and tools. We are also testing employees and contractors for COVID-19 ~~utilizing both PCR~~on a regular basis. However, the COVID-19 pandemic and ~~antibody testing through external testing companies which~~the continued precautionary actions taken related to COVID-19 have ~~excess test capability. As~~adversely impacted, and are expected to continue to adversely impact, our operations, including the completion of ~~May 1, 2020, we have tested 579~~the development of our ~~employees, which comprises the vast majority of anyone who is required to work on site, as well as a substantial fraction of the employees who are still working remotely.~~

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

spaceflight systems and our scheduled spaceflight test programs.

As of the date of this quarterly report on Form 10-Q, ~~May 5, 2020, over 90% of~~all our employees whose work requires them to be in our facilities are now back ~~on-site.~~on-site, but we have experienced, and expect to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken related to COVID-19. For the time being, we are encouraging those employees who are able to work from home to continue doing ~~so, while we develop our plans for the safe return of those workers back to our facilities.~~so.

The ~~financial impact~~COVID-19 pandemic and the protocols and procedures we have implemented in response to the ~~actions taken beginning~~pandemic have caused some delays in ~~late March 2020 was minimal as of~~operational and ~~for the three months ended March 31, 2020.~~ 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 ~~March 31,~~September 30, 2020 will depend on future developments, such as the ultimate duration and scope of the outbreak 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 ~~close~~maintain or reimpose closed borders, impose prolonged quarantines, or further restrict travel. We believe our cash and cash equivalents on hand at ~~March 31,~~September 30, 2020 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. If we experience a significant delay due to our workforce getting ill or if the pandemic worsens, we may take additional actions, such as further reducing ~~costs or seeking additional financing.~~costs.

(2) Summary of Significant Accounting Policies

(a) Virgin Galactic Business Combination and Basis of Presentation

The Virgin Galactic Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, SCH has been treated as the acquired company for financial reporting purposes. This determination was primarily based on ~~current~~ shareholders of the VG Companies having a relative majority of the voting power of the combined entity, the operations of the VG Companies prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of the VG Companies comprising the majority of the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of the VG Companies with the acquisition being treated as the equivalent of the VG Companies issuing stock for the net assets of SCH, accompanied by a recapitalization. The net assets of SCH were recognized as of the date of the Virgin Galactic Business Combination at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Virgin Galactic Business Combination in these financial statements are those of the VG Companies and the accumulated deficit of VG Companies has been carried forward after the Virgin Galactic Business Combination. Earnings per share calculations for all periods prior to the Virgin Galactic Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Virgin Galactic Business Combination to effect the reverse acquisition.

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 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

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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.

Prior to the Virgin Galactic Business Combination, these condensed consolidated financial statements have been derived from the historical condensed consolidated financial statements of Vieco 10 and include assets, liabilities, revenues and expenses directly attributable to our operations and allocations of corporate expenses from the Vieco 10 and GV for providing certain corporate functions, which included, but are not limited to, general corporate expenses related to finance, legal, compliance, facilities, and employee benefits. Following the Virgin Galactic Business Combination, these condensed consolidated financial statements represent the stand-alone activity of the Company.

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Prior to the Virgin Galactic Business Combination, corporate expenses were allocated to us from Vieco 10 and GV on the basis of direct usage when identifiable or on the basis of headcount. The Company, Vieco 10 and GV each consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company. Following the Virgin Galactic Business Combination, the Company expects to incur additional expenses as a stand-alone company. It is not practicable to estimate actual costs that would have been incurred had the Company been a stand-alone company during the periods presented prior to the Virgin Galactic Business Combination. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

The historical condensed consolidated financial statements prior to the Virgin Galactic Business Combination do not reflect any attribution of debt or allocation of interest expense.

Following the Virgin Galactic Business Combination, we perform these corporate functions using our own resources or purchased ~~services.~~services from a related party (Note 4). We have entered into a transition service agreement with Vieco 10 in connection with the separation, many of which are expected to have terms longer than one year.

Prior to the Virgin Galactic Business Combination, the Company was historically funded as part of our Vieco 10 and GV’s treasury program. Cash and cash equivalents were managed through bank accounts legally owned by us, Vieco 10 and GV. Accordingly, cash and cash equivalents held by Vieco 10 and GV at the corporate level were not attributable to us for any of the periods presented. Only cash amounts legally owned by entities dedicated to the Company are reflected in the condensed consolidated balance ~~sheets.~~sheets. Transfers of cash, both to and from Vieco 10 and GV’s treasury program by us or related parties, are reflected as a component of net parent investment or membership equity in the condensed consolidated balance sheets and as a financing activity on the accompanying condensed consolidated statements of cash ~~flows.~~flows.

Prior to the Virgin Galactic Business Combination, as the various entities that make up the Company were not historically held by a single legal entity prior to the contribution of the VG Companies into VGH, LLC on July 8, 2019, total net parent investment is shown in lieu of equity in the condensed consolidated financial statements as of the applicable historical periods. Balances between us, Vieco 10 and GV that were not historically cash settled are included in net parent investment. Net parent investment represents Vieco 10’s interest in the recorded assets of us and represents the cumulative investment by Vieco 10 in us through July 8, 2019, inclusive of operating results.

Prior to the Virgin Galactic Business Combination, certain of our employees historically participated in Vieco 10’s stock-based compensation plans in the form of options issued pursuant to Vieco 10's plan. The performance conditions set forth in Vieco 10 stock-based compensation plans resulted in no ~~stock-based~~stock-

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

based compensation expense recognized during all periods presented prior to consummation of the Virgin Galactic Business Combination.

Prior to the Virgin Galactic Business Combination, the operations of the Company were included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by GV, where applicable. Income tax expense and other income tax related information contained in the condensed consolidated financial statements for periods prior to the Virgin Galactic Business Combination are presented on a separate return basis as if the Company had filed its own tax returns. The income taxes of the Company as presented in the condensed consolidated financial statements may not be indicative of the income taxes that the Company will generate in the future. Additionally, certain tax attributes such as net operating losses or credit carryforwards are presented on a separate return basis and have been removed subsequent to the Virgin Galactic Business Combination. In jurisdictions where the Company has been included in the tax returns filed by GV, any income tax receivables resulting from the related income tax provisions have been reflected in the condensed consolidated balance sheets within net parent investment or membership equity, as applicable. Following the Virgin Galactic Business Combination, the Company will file separate standalone tax returns as we effectively became a new and separate tax filer from GV with no historical net operating losses and credit carryforwards.

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

(b) Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP required us to make estimates and assumptions that affect the amounts reported in the condensed 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 cost of revenue, useful lives of property, plant and equipment, net, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation, stock-based awards and contingencies.

Property, plant, and equipment, net and leasehold improvements are stated at cost, less accumulated depreciation.

Depreciation on property, plant, and equipment, net is calculated on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter period of the estimated life or the lease term.

The estimated useful lives of property and equipment are principally as follows:


Asset						Useful Life
Buildings						39 years
Leasehold Improvements						Shorter of the estimated useful life or lease term
Aircraft						20 years
Machinery & equipment						5 to 7 years
IT software and equipment						3 to 5 years

We incur repair and maintenance costs on major equipment, which is expensed as incurred.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(d) Other Summary of Significant Accounting Policies

Other than policies noted within Recent Accounting Pronouncements below, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Annual Report on 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 Annual Report on Form 10-K for the year ended December 31, 2019. 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”).

The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.

(a)Issued Accounting Standard Updates

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

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 changes are effective for annual periods beginning after December 15, 2020. The Company is currently assessing the impact of ASU 2019-12 in its consolidated financial statements.

(b)Adopted Accounting Standard Updates

Effective January 1, 2020, we adopted ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which modified the disclosure requirements on fair value measurements. The adoption of ASU 2018-03 did not have a material impact on the Company’s consolidated financial statements.

(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 ~~Vieco 10.~~the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” ~~within the United States, Australia, South Africa, and the European Union.~~worldwide. Royalty payables, excluding sponsorship royalties, for the use of license are the greater of 1% of revenue or ~~$0.02~~$0.04 million per quarter, prior to the commercial launch date. Sponsorship royalties payable are 25% of revenue. We paid license and royalty fees of ~~$0.06~~$0.04 million and $0.02 million for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively. We paid license and royalty fees of $0.13 million and $0.06 million for the nine months ended September 30, 2020 and 2019, respectively.

As a result of the Virgin Galactic Business Combination, the Company entered into a ~~transition services agreement~~Transition Services Agreement ("TSA") with Virgin Orbit, LLC ("VO") and GV on October 25, 2019. Prior to the Virgin Galactic Business Combination, the VG Companies historically performed certain services for VO, Vieco 10 and GV. The Company is allocated corporate expenses from Vieco 10 and GV for corporate-related functions based on an allocation methodology that considers our headcount, unless directly attributable to the business. General corporate overhead

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

expense allocations include tax, accounting and auditing professional fees, and certain employee benefits. For the three and nine months ended ~~March 31,~~September 30, 2020, there was 0 corporate expense allocated to us from Vieco 10 and Vieco US. For the three and nine months period ended ~~March 31,~~September 30, 2019, we were allocated ~~$0.02~~$1.0 million and $1.2 million corporate expenses, net, from Vieco 10 and ~~GV.~~GV, respectively. Corporate expense are included within selling, general and administrative expenses in the accompanying condensed consolidated statements of ~~operations.~~operations and comprehensive loss.

The Company is allocated operating expense from VO Holdings, Inc. and its subsidiaries (“VOH”), a majority owned company of Vieco 10 and 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 and other general administrative expenses. We were allocated ~~$0.14~~$0.13 million and ~~$0.03~~$0.07 million of operating expenses, net, from VOH for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively. We were allocated $0.37 million and $0.2 million of operating expenses, net, from VOH for the nine months ended September 30, 2020 and 2019, respectively. The Company has a receivable (payable) ~~receivable (to) from~~to VOH of ~~$(0.7)~~$0.1 million and ~~$8.9~~$(0.8) million as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively.

(5) Inventory

As of September 30, 2020 and December 31, 2019, inventory is comprised of the following:


		As of
		September 30, 2020		December 31, 2019
		(Unaudited)
	(In thousands)
Raw Materials		$	23,503	$	22,578
Spare parts		1,644		4,239
Total inventory		$	25,147	$	26,817

For the three months ended September 30, 2020, we wrote off $0.1 million of inventory due to excess and obsolescence. For the nine months ended September 30, 2020, we wrote off $1.3 million of inventory due to excess and obsolescence. There were 0 write-downs of inventories to net realizable value for the three and nine months ended September 30, 2019.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~(5) Inventory~~

~~As of March 31, 2020 and December 31, 2019, inventory is comprised of the following:~~

As of
March 31, 2020 December 31, 2019
(In thousands)
Raw Materials $ 24,735 $ 22,578
Work in-progress 4,062 4,239
Total inventory $ 28,797 $ 26,817

For the three months ended March 31, 2020, we wrote-off due to excess and obsolescence $1.1 million. There were 0 write-downs of inventories to net realizable value for the three months ended March 31, 2019.

(6) Property, Plant, and Equipment, net

As of ~~March 31,~~September 30, 2020 and December 31, 2019, property, plant, and equipment, net consists of the following :


								As of
			As of							September 30, 2020		December 31, 2019
			March 31, 2020		December 31, 2019			(Unaudited)
		(In thousands)								(In thousands)
Buildings	Buildings		$	9,142	$	9,142	Buildings	$	9,142	$	9,142
Leasehold improvements	Leasehold improvements		23,762		20,048		Leasehold improvements	27,910		20,048
Aircraft	Aircraft		320		320		Aircraft	195		320
Machinery and equipment	Machinery and equipment		34,000		33,608		Machinery and equipment	36,752		33,608
IT software and equipment	IT software and equipment		17,282		17,151		IT software and equipment	21,720		17,151
Construction in progress	Construction in progress		4,564		3,674		Construction in progress	3,257		3,674
			89,070		83,943			98,976		83,943
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization		(36,688)		(34,610)		Less accumulated depreciation and amortization	(41,721)		(34,610)
Property, plant, and equipment, net	Property, plant, and equipment, net		$	52,382	$	49,333	Property, plant, and equipment, net	$	57,255	$	49,333

Total depreciation and amortization for the three months ended ~~March 31,~~September 30, 2020 and 2019 was ~~$2.1~~$2.7 million and ~~$1.6~~$1.7 million, respectively, of which $1.3 million and $0.9 million was recorded in research and ~~$0.3~~development expense, respectively. Total depreciation and amortization for the nine months ended September 30, 2020 and 2019 was $7.4 million and $4.9 million, respectively, of which $3.5 million and $2.7 million was recorded in research and development expense, respectively.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(7) Leases

The Company's leases isare more fully described in Note 8 of the "Notes to Consolidated Financial Statements" in the 2019 Annual Report on Form 10-K.

The ~~following table approximates~~components of lease expense related to leases for the ~~impact ASC 842 had on the Company’s March 31, 2020 Consolidated Balance Sheet~~periods presented below are as ~~impacted by landlord provided incentives and the present value of future cash flows calculation against both the asset and liability:~~follows:


	Three Months Ended September 30,
	2020		2019
	(Unaudited and in thousands)
Lease Cost:
Operating lease expense	$	1,181	$	1,202
Short-term lease expense	126		27

Finance Lease Cost:
Amortization of right-of-use assets	40		59
Interest on lease liabilities	8		8
Total finance lease cost	48		67

Variable lease cost	798		113
Total lease cost	$	2,153	$	1,409

	Nine Months Ended September 30,
	2020		2019
	(Unaudited and in thousands)
Lease Cost:
Operating lease expense	$	3,343	$	3,017
Short-term lease expense	249		120

Finance Lease Cost:
Amortization of right-of-use assets	95		115
Interest on lease liabilities	25		18
Total finance lease cost	120		133

Variable lease cost	1,573		377
Total lease cost	$	5,285	$	3,647

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~The components of lease expense related to leases for the period are as follows:~~

Three Months Ended March 31,
2020 2019
(In thousands)
Lease Cost:
Operating lease expense $ 1,152 $ 980
Short-term lease expense 97 58
Finance lease cost:
Amortization of right-of-use assets 27 30
Interest on lease liabilities 9 4
Total finance lease cost 36 34
Variable lease cost 348 89
Total lease cost $ 1,633 $ 1,161

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


		Three Months Ended March 31,										Nine Months Ended September 30,
		2020			2019				2020			2019
		(In thousands, except term and rate data)										(In thousands, except term and rate data)
Cash flow information:	Cash flow information:							Cash flow information:
Operating cash flows for operating leases	Operating cash flows for operating leases	$	1,312		$	1,086		Operating cash flows for operating leases	$	3,763		$	3,425
Operating cash flows for finance leases	Operating cash flows for finance leases	$	9		$	4		Operating cash flows for finance leases	$	25		$	17
Financing cash flows for finance leases	Financing cash flows for finance leases	$	23		$	23		Financing cash flows for finance leases	$	89		$	55

Non-cash activity:	Non-cash activity:							Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	Right-of-use assets obtained in exchange for lease obligations							Right-of-use assets obtained in exchange for lease obligations
Operating leases	Operating leases	$	1,658		$	16,746		Operating leases	$	96		$	16,989
Finance Leases	Finance Leases	$	23		$	—		Finance Leases	$	91		$	498

Other Information:	Other Information:							Other Information:
Weighted average remaining lease term:	Weighted average remaining lease term:							Weighted average remaining lease term:
Operating leases (in years)	Operating leases (in years)	12.75			14.07			Operating leases (in years)	13.23			13.95
Finance leases (in years)	Finance leases (in years)	3.71			1.48			Finance leases (in years)	3.07			4.10

Weighted average discount rates:	Weighted average discount rates:							Weighted average discount rates:
Operating leases	Operating leases	11.65		%	11.79		%	Operating leases	11.69		%	11.71		%
Finance leases	Finance leases	9.11		%	36.95		%	Finance leases	8.48		%	8.51		%

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


	As of
	September 30, 2020		December 31, 2019
	(Unaudited)
	(In thousands)
Operating leases
Long-term right-of-use assets	$	15,712	$	16,632

Short-term operating lease liabilities	$	1,990	$	2,354
Long-term operating lease liabilities	20,838		21,867
Total operating lease liabilities	$	22,828	$	24,221

Lease expense for the three months ended September 30, 2020 and September 30, 2019 was $2.2 million and $1.4 million, respectively. Lease expense for the nine months ended September 30, 2020 and September 30, 2019 was $5.3 million and $3.6 million, respectively.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~The supplemental balance sheet information related to leases for the period is as follows:~~

As of
March 31, 2020 December 31, 2019
(In thousands)
Operating leases
Long-term right-of-use assets $ 17,749 $ 16,632
Short-term operating lease liabilities $ 2,421 $ 2,354
Long-term operating lease liabilities 22,382 21,867
Total operating lease liabilities $ 24,803 $ 24,221

~~Lease expense for the quarters ended March 31, 2020 and March 31, 2019 was $1.6 million and $1.1 million, respectively.~~

Commitments

The Company has certain noncancelable 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.

Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum finance lease payments as of ~~March 31,~~September 30, 2020 are as follows:


		Operating Leases			Finance Leases				Operating Leases			Finance Leases
				(In thousands)										(In thousands)
2020 (for the remaining period)	2020 (for the remaining period)	$	3,877		$	104		2020 (for the remaining period)		$	4,591		$	145
2021	2021	4,715			124		2021		3,525			131
2022	2022	3,891			109		2022		3,246			97
2023	2023	3,226			84		2023		3,233			46
2024	2024	3,226			34		2024		3,233			0
Thereafter	Thereafter	29,738			—		Thereafter		27,664			0
Total lease payments	Total lease payments	$	48,673		$	455	Total lease payments		$	45,492		$	419
Less:	Less:						Less:
Imputed interest/present value discount	Imputed interest/present value discount	(23,870)			$	(66)	Imputed interest/present value discount		(23,034)			$	(49)
Present value of lease liabilities	Present value of lease liabilities	$	24,803		$	389	Present value of lease liabilities		$	22,458		$	370

(8) Other Current and Non-current Assets

A summary of the components of other assets are as follows:


	As of
	September 30, 2020		December 31, 2019
	(Unaudited)
	(In thousands)
Prepaid expense	$	9,274	$	16,672
Accounts receivable	363		461
Other current assets	234		0
Total other current assets	$	9,871	$	17,133

Right-of-use assets	$	15,712	$	16,927
Other non-current assets	3,218		2,615
Total other non-current assets	$	18,930	$	19,542

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~(8) Other current and non-current assets~~

~~A summary of the components of other assets are as follows:~~

As of
March 31, 2020 December 31, 2019
(In thousands)
Prepaid expense $ 14,252 $ 16,672
Accounts receivable 552 461
Other current assets 75 —
Total other current assets $ 14,879 $ 17,133
Right-of-use assets $ 17,749 $ 16,927
Other non-current assets 2,600 2,615
Total other non-current assets $ 20,349 $ 19,542

(9) Accrued Expenses

A summary of the components of accrued liabilities are as follows:


							As of
		As of							September 30, 2020		December 31, 2019
		March 31, 2020		December 31, 2019			(Unaudited)
		(In thousands)							(In thousands)
Accrued payroll	Accrued payroll	$	2,867	$	2,027	Accrued payroll	$	2,777	$	2,027
Accrued vacation	Accrued vacation	3,113		2,797		Accrued vacation	4,308		2,797
Accrued bonus	Accrued bonus	1,725		6,502		Accrued bonus	5,195		6,502
Accrued inventory						Accrued inventory	2,063		2,235
Other accrued expenses	Other accrued expenses	10,806		10,951		Other accrued expenses	7,713		8,716
Total accrued expenses	Total accrued expenses	$	18,511	$	22,277	Total accrued expenses	$	22,056	$	22,277

(10) Long-term Debt


	As of
	September 30, 2020		December 31, 2019
	(Unaudited)
	(In thousands)
Commercial loan	$	930	$	0
	930		0

Less: Current portion	(310)		0
Non-current portion	$	620	$	0

Aggregate maturities of long-term debt as of September 30, 2020 are as follows:


	(In thousands)
2020 (for the remaining period)	$	310
2021	310
2022	310
	$	930

On June 18, 2020, we financed the purchase of software licenses through a loan totaling approximately $0.9 million. The loan amortized in 3 equal annual installment 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.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(11) Income Taxes

As of October 25, 2019 and for the period from January 1, 2019 through October 25, 2019, we adopted the separate return approach for the purpose of presenting the condensed consolidated financial statements, including the income tax provisions and the related deferred tax assets and liabilities. The historic operating results for the periods prior to the Virgin Galactic Business Combination reflect a separate return approach for each jurisdiction in which we had a presence and GV will file tax returns for the period from January 1, 2019 through October 25, 2019. As of December 31, 2019 and for the period from October 26, 2019 through December 31, 2019, we will file separate standalone tax returns.

Income tax ~~(benefit)~~ expense was ~~$(0.046)~~$0.04 million and ~~$0.03~~$0.04 million for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively. Income tax expense was $0.03 million and $0.12 million for the nine months ended September 30, 2020 and 2019, respectively. The effective income tax rate was ~~nil~~NaN for ~~three-months~~three months ended ~~March 31,~~September 30, 2020 and 2019. The effective income tax rate was NaN for nine months ended September 30, 2020 and 2019. 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.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~(11)~~(12) Stockholders' Equity

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

Issuance of Common Stock

In August 2020, the Company sold 23,600,000 shares of common stock at a public offering price of $19.50 per share for gross proceeds, before deducting underwriting discounts and commissions and other expenses payable by the Company, of $460.2 million. The Company incurred $20.9 million of transaction costs.

Warrants and Warrant Redemption

As of ~~March 31,~~April 30, 2020, ~~and~~there were 0 public warrants (as defined below) outstanding. As of December 31, 2019, there were ~~2,419,699 and~~ 22,999,977 warrants outstanding ~~respectively,~~ that had initially been issued as part of our initial public offering in 2017 (the “public warrants”), which included warrants that were part of the Company’s then-outstanding units. As of both ~~March 31,~~September 30, 2020 and December 31, 2019, there were also 8,000,000 warrants outstanding that were issued in a private placement simultaneously with the Company’s initial public offering (the “private placement warrants”).

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 and remain outstanding.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1213 ) Earnings ~~Per~~per Share

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


		Three Months Ended March 31,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019			2020		2019		2020		2019
		(in thousands, except for share and per share data)							(In thousands, except for share and per share data)
Basic and diluted:	Basic and diluted:					Basic and diluted:
Net loss	Net loss	$	(59,930)	$	(42,593)	Net loss	$	(76,950)	$	(51,475)	$	(199,398)	$	(138,136)
Weighted average common shares outstanding		202,409,552		193,663,150
Weighted average shares of common stock outstanding						Weighted average shares of common stock outstanding	225,253,536		193,663,150		213,193,386		193,663,150
Basic and diluted net loss per share	Basic and diluted net loss per share	$	(0.30)	$	(0.22)	Basic and diluted net loss per share	$	(0.34)	$	(0.27)	$	(0.94)	$	(0.71)

Earnings per share calculations for the three and nine months ended ~~March 31,~~September 30, 2019 have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Virgin Galactic Business Combination to effect the reverse recapitalization less issuance of 1,924,402 shares to Boeing, the issuance of 413,486 shares to settle transaction costs and the common stock equivalent of the vested 1,500,000 ~~Director RSU Awards~~restricted stock units ("RSUs") granted to certain directors in connection to the Virgin Galactic Business Combination that remain unsettled as of ~~March 31,~~September 30, 2020.

~~For the three months ended March~~As of September 30, 2020, December 31, ~~2020~~2019 and September 30, 2019, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling ~~10,419,699~~8,000,000, 30,999,977 and 30,999,977, respectively, 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 2019 Annual Report on Form 10-K, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred.

~~(13)~~(14) Stock-Based Compensation

The Company's ~~stock compensation plan~~2019 Incentive Award Plan ("2019 Plan") is more fully described in Note 13 of the "Notes to Consolidated Financial Statements" in the 2019 Annual Report on 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 ("RSUs")~~RSUs to

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

employees, directors and other service providers. Twenty five percent of such stock options cliff vest at the grant ~~date~~dates first anniversary and will ratably vest monthly 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 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.

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table sets forth the summary of options activity 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⁾		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value(1)
Options outstanding at December 31, 2018	Options outstanding at December 31, 2018	—	$	—	0	—	Options outstanding at December 31, 2018	0	$	0	0	0
Granted	Granted	6,212,609	11.58				Granted	6,212,609	11.58
Exercised	Exercised	—	—				Exercised	0	0
Forfeited options	Forfeited options	(90,565)	11.79				Forfeited options	(90,565)	11.79
Options outstanding at December 31, 2019	Options outstanding at December 31, 2019	6,122,044	$	11.58	9.83	—	Options outstanding at December 31, 2019	6,122,044	$	11.58	9.83	0
Granted	Granted	334,894	13.87				Granted	1,155,734	20.34
Exercised	Exercised	—	—				Exercised	0	0
Forfeited options	Forfeited options	(114,516)	11.79				Forfeited options	(225,242)	11.79
Options outstanding at March 31, 2020		6,342,422	$	11.69	9.56	—
Options outstanding at September 30, 2020							Options outstanding at September 30, 2020	7,052,536	$	13.01	9.15	$	43,866,774

Options exercisable at March 31, 2020		—	$	—	9.56	—
Options exercisable at September 30, 2020							Options exercisable at September 30, 2020	65,105	$	22.98	9.75	0
__________________	__________________						__________________

⁽¹⁾Aggregate intrinsic value is calculated based on the difference between our closing stock price at ~~year~~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 ~~fiscal year~~period end date.

The following table sets forth the summary of RSUs activity under the 2019 Plan (dollars in thousands except per share data):


		Shares	Weighted Average Fair Value
						Shares	Weighted Average Fair Value
Outstanding at January 1, 2019	Outstanding at January 1, 2019	—	$	—	Outstanding at January 1, 2019	0	$	0
Granted	Granted	1,795,209	7.11		Granted	1,795,209	7.11
Vested	Vested	—	—		Vested	0	0
Forfeited	Forfeited	(27,495)	7.11		Forfeited	(27,495)	7.11
Outstanding at December 31, 2019	Outstanding at December 31, 2019	1,767,714	$	7.11	Outstanding at December 31, 2019	1,767,714	$	7.11
Granted	Granted	283,801	14.69		Granted	1,579,460	20.29
Vested	Vested	—	—		Vested	(35,000)	22.98
Forfeited	Forfeited	(35,497)	7.11		Forfeited	(86,976)	8.34
Outstanding at March 31, 2020		2,016,018	$	8.18
Outstanding at September 30, 2020					Outstanding at September 30, 2020	3,225,198	$	19.30

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Stock options and RSUs expenses are included in selling, general and administrative and research and development expense in the condensed consolidated statements of operations and comprehensive loss, related to stock options and RSUs is as follows:

For the Three Months Ended March 31,
2020 2019
(In thousands)
Stock option expense
    Selling, General & Administrative $ 2,064 $ —
    Research and Development 1,040 —
3,104 $ —
RSUs expense
    Selling, General & Administrative 806 —
    Research and Development 515 —
    Total stock-based compensation 1,321 —
$ 4,425 $ —


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Stock option expense
Selling, General & Administrative	2,582		0		6,527		0
Research & Development	1,254		0		3,310		0
Total stock option expense	3,836		0		9,837		0

RSU expense
Selling, General & Administrative	2,474		0		4,945		0
Research & Development	2,315		0		3,793		0
Total RSU expense	4,789		0		8,738		0
Total stock-based compensation expense	$	8,625	$	0	$	18,575	$	0

~~At March 31,~~As of September 30, 2020, the unrecognized stock-based compensation related to these options was ~~$44.1~~$48.5 million and is expected to be recognized over a weighted-average period of ~~3.6~~3.2 years. At ~~March 31,~~September 30, 2020, the unrecognized stock-based compensation related to RSUs was ~~$30.1~~$63.7 million and is expected to be recognized over a weighted-average period of ~~3.6~~2.1 years.

The weighted average assumptions used to value the option grants are as follows:


		As of							As of
		March 31, 2020		December 31, 2019			September 30, 2020		December 31, 2019
Expected life (in years)	Expected life (in years)	6.0		6.0		Expected life (in years)	6.0		6.0
Volatility	Volatility	75.3	%	75.0	%	Volatility	75.2	%	75.0	%
Risk free interest rate	Risk free interest rate	1.6	%	1.7	%	Risk free interest rate	1.1	%	1.7	%
Dividend yield	Dividend yield	—	%	—	%	Dividend yield	0	%	0	%

The weighted average fair value per option at the grant date for options issued during the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and for the year ended December 31, 2019 was ~~$7.73~~$8.55 and $7.63, respectively.

Award Modification

On March 10, 2020, we modified the RSU grants made in connection with the closing of the Virgin Galactic Business Combination by removing one of the vesting criteria requiring our share price value to be greater than $10 per share at the time RSUs vest. No other terms of the awards were modified. Stock-based compensation expense related to the modification was calculated by taking the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award. Given the RSUs were unvested at the time of modification, the incremental stock-based compensation expense will prospectively be expensed over the remaining vesting period. Total incremental stock-based compensation expense recorded as a result of the modification was ~~$0.4~~$1.7 million for the three months ~~period~~ ended ~~March 31,~~September 30, 2020. Total incremental stock-based compensation expense recorded as a result of the modification was $3.1 million for the nine months ended September 30, 2020.

~~(14)~~

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(15) 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

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~~VIRGIN GALACTIC HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

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;

•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 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 ~~March 31,~~September 30, 2020 and December 31, 2019 at fair value on a recurring basis:

~~Fair Value Measurements as of March 31, 2020~~

~~Level 1~~

~~Level 2~~

~~Level 3~~

~~(In thousands)~~

~~Assets~~

~~Money Market~~

~~112,922~~

—

~~Certificate of Deposit~~

~~43,773~~

—

~~Cash Equivalents~~

~~249,825~~

—

~~Total assets at fair value~~

~~406,520~~

—

~~Fair Value Measurements as of December 31, 2019~~

~~Level 1~~

~~Level 2~~

~~Level 3~~

~~(In thousands)~~

~~Assets~~

~~Money Market~~

~~423,149~~

—

~~Certificate of Deposit~~

~~42,630~~

—

~~Total asset at fair value~~

~~465,779~~

—


Fair Value Measurements as of September 30, 2020
	Level 1		Level 2		Level 3
	(In thousands)
Assets
Money Market	436,227		0		0
Certificate of Deposit	93,772		0		0
Cash Equivalents	200,404		0		0
Total assets at fair value	$	730,403	$	0	$	0

Fair Value Measurements as of December 31, 2019
	Level 1		Level 2		Level 3
	(In thousands)
Assets
Money Market	$	423,149	$	0	$	0
Certificate of Deposit	42,630		0		0
Total asset at fair value	$	465,779	$	0	$	0

~~(15)~~(16) 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

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VIRGIN GALACTIC HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 ~~March 31,~~September 30, 2020, 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.

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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. For the three and nine months ended ~~March 31,~~September 30, 2020, the Company recorded an additional legal settlement expense of $0 million and $0.2 million, respectively, and was recorded in selling, general and administrative expenses in the condensed consolidated statements of ~~operations.~~operations and comprehensive loss. As of September 30, 2020, the Company has an outstanding $1.9 million payable pending final court motions that has been delayed due to COVID-19.

~~(16)~~(17) 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 ~~$1.0~~$1.4 million and ~~$0.9~~$1.2 million for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively. Defined contributions were $3.4 million and $2.9 million for the nine months ended September 30, 2020 and 2019, respectively.

~~(17)~~(18) Supplemental Cash Flow Information

Three-Months Ended March 31,
2020 2019
(in thousands)
Supplemental disclosure
Cash payments for:
Income tax paid $ (46) $ 25
$ (46) $ 25
Schedule for noncash investing activities
Unpaid property, plant, and equipment received $ 1,091 $ 622
$ 1,091 $ 622
Schedule for noncash financing activities
Issuance of common stocks through "cashless" warrants exercised $ 341,001 $ —
$ 341,001 $ —


	Nine Months Ended September 30,
	2020		2019
	(in thousands)
Supplemental disclosure
Cash payments for:
Income tax paid	$	26	$	125
	$	26	$	125

Schedule for noncash investing activities
Unpaid property, plant, and equipment received	$	1,173	$	1,767
	$	1,173	$	1,767

Schedule for noncash financing activities
Issuance of common stocks through "cashless" warrants exercised	$	360,742	$	0
Issuance of common stocks through restricted stock units vested	804		0
Long-term debt	930		0
Unpaid deferred transaction costs	117		6,123
	$	362,593	$	6,123

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

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to the business of the VG 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 VG 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. 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”~~“Risk Factors” and ~~"Cautionary~~"Cautionary Note Regarding Forward-Looking ~~Statements"~~Statements" sections 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 the commercial exploration of space with reusable spaceflight systems. We believe the commercial exploration of space represents one of the most exciting and important technology initiatives of our time. This industry has begun growing dramatically due to new products, new sources of private and government funding, and new technologies. Demand is emerging from new sectors and demographics. As government space agencies have retired or reduced their own capacity to send humans into space, private companies are beginning to make crucial inroads into the fields of human space exploration. We have embarked into this commercial exploration journey with a mission to put humans into space and return them safely to Earth on a routine and consistent basis. We believe the success of this mission will provide the foundation for a myriad of exciting new industries.

We are a vertically integrated aerospace company pioneering human spaceflight for private individuals and researchers. Our spaceship operations consist of commercial human spaceflight and flying commercial research and development payloads into space. Our operations also include the design and development, manufacturing, ground and flight testing, and post-flight maintenance of our spaceflight vehicles. We focus our efforts in spaceflights using our reusable technology for human tourism and for research and education. We intend to offer our customers, who we also refer to as "future astronauts", a unique, multi-day experience culminating in a spaceflight that includes several minutes of weightlessness and views of Earth from space. 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 when creating our spaceflight plans 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 will facilitate frequent and consistent flight scheduling.

Our primary mission is to launch the first commercial program for human spaceflight. In December 2018, we made history by flying our groundbreaking spaceship, SpaceShipTwo, to space. This represented the first flight of a spaceflight system built for commercial service to take humans into space. Shortly thereafter, we flew our second spaceflight in SpaceShipTwo in February 2019, and, in addition to the two pilots, carried a crew member in the cabin. ~~Since our December 2018 spaceflight, more than 9,160 individuals~~We have ~~expressed interest in space travel as of April 29, 2020 and we have also~~ received reservations for approximately 600 spaceflight tickets and collected more than $80.0 million in future astronaut deposits as of ~~April 29,~~October 31, 2020. Additionally, in February 2020, we launched our One Small Step campaign which allows interested individuals to place a $1,000 refundable registration deposit towards the cost of a future ticket once we reopen ticket sales and, as of ~~April 29,~~October 31, 2020, ~~we had received over 400~~there were close to 900 participants in our One Small Step ~~Deposits.~~program. With each ticket purchased, future astronauts will experience a multi-day journey that includes a tour of the spaceport, flight suit fitting, spaceflight training and culminating with a trip to space on the final day.

We have also developed an extensive set of vertically 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 three primary components: our carrier aircraft, WhiteKnightTwo; our spaceship, SpaceShipTwo; and our hybrid rocket motor.

SpaceShipTwo is a spaceship with the capacity to carry pilots and future astronauts, or commercial research and development payloads, into space and return them safely to Earth. Fundamentally, SpaceShipTwo is a rocket-powered

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aerospace vehicle that operates more like a plane than a traditional rocket. SpaceShipTwo is powered by a hybrid rocket

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propulsion system, which we refer to as "RocketMotorTwo", which propels the spaceship on a trajectory into space. SpaceShipTwo’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 the future astronauts the ability to view the blackness of space as well as stunning views of the Earth below. Our mothership, WhiteKnightTwo, is a twin-fuselage, custom-built aircraft designed to carry SpaceShipTwo up to an altitude of approximately 45,000 feet where the spaceship is released for its flight into space. Using WhiteKnightTwo’s air launch capability, rather than a standard ground-launch, reduces the energy requirements of our spaceflight system as SpaceShipTwo does not have to rocket its way through the higher density atmosphere closest to the Earth’s surface.

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. Concurrently, we are researching and developing new products and technologies to grow our company. We are in the early planning stage to develop and build a second ~~captive carry/launch service that will be featured in our~~ carrier aircraft ~~WhiteKnightTwo. Such features of the WhiteKnightTwo, along with its ability to carry heavy payloads into high altitudes, offers us a unique market offering~~ for ~~a wide array of future astronauts in the future.~~SpaceShipTwo.

Our operations also include efforts in spaceflight opportunities for research and education. For example, ~~professional~~ researchers have utilized parabolic aircraft and drop towers to create moments of microgravity and conduct significant research activities. In most cases, these solutions offer only seconds of microgravity per flight and do not offer access to the upper atmosphere or space. Other researchers have conducted experiments on sounding rockets or ~~satellites.~~orbital facilities. These opportunities are expensive, infrequent and may impose highly limiting operational constraints. We believe that research experiments will benefit from ~~prolonged~~ exposure to space conditions ~~and yield better results~~ aboard SpaceShipTwo due to the large cabin, gentler loading during flight, relatively low cost, advantageous operational parameters, and frequent flights. As such, researchers ~~and educators~~ are able to conduct critical experiments and obtain important data ~~without having~~through suborbital spaceflight as opposed to ~~sacrifice time and resources.~~costly alternative methods. Our commitment to advancing research and science was present in our December 2018 and February 2019 spaceflights as we transported payloads into space for research purposes under a NASA flight contract.

We have also leveraged our knowledge and expertise in manufacturing spaceships to occasionally perform engineering services for customers, 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 this Quarterly Report on 10-Q titled ~~“Risk Factors.~~“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 our test flight program, which includes a rigorous series of ground and flight tests, including our baseline spaceflight metrics, flight paths and safety protocol that will be used throughout our spaceflight program. The final portion of the test flight program includes a submission of verification reports to the ~~Federal Aviation Administration~~FAA for ~~a modification to our license that~~their review, which will then allow us to ~~conduct a spaceflight with~~carry paying customers on ~~board, which we expect to submit in 2020.~~spaceflights under our existing commercial spaceflight license. However, the timing of the submission may be delayed by multiple factors, some of which are outside of our control, including the current, and uncertain future ~~the~~ impact of the COVID-19 outbreak on our business. Any delays in successful completion of our test flight program, whether on account of the impact of COVID-19 or otherwise, will impact our ability to generate human spaceflight revenue.

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 ~~April 29,~~October 31, 2020, we had reservations for SpaceShipTwo flights for approximately 600 future astronauts. In February 2020, we launched our One Small Step campaign which allows interested individuals to place a $1,000 refundable registration deposit towards the cost of a future ticket once we reopen ticket sales and, as of ~~April 29,~~October 31, 2020, we had received ~~over 400~~close to 900 One Small Step deposits from 4461 countries. ~~As of April 29,~~We will be retiring the "One Small Step" program on December 31, 2020, ~~we have also received 9,160~~but plan on reopening ticket sales following Sir Richard Branson's flight ~~reservation inquiries since SpaceShipTwo’s first spaceflight~~expected in ~~December 2018.~~2021.

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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 SpaceShipTwo, VSS Unity, and a single WhiteKnightTwo 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 SpaceShipTwo 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 problems, such as manufacturing and design issues, pilot errors, or ~~cyber-attacks.~~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 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, New Mexico in late 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 and under revised operational and manufacturing plans that conform to the latest COVID-19 health precautions. This includes universal facial covering requirements, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular and thorough disinfecting of surfaces and tools. We are also testing employees and contractors for COVID-19 on a regular basis. 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.

As of the date of this Quarterly Report on Form 10-Q, all of our employees whose work requires them to be in our facilities are now back on-site and we have implemented strict protocols to ensure employee safety, including enforcing staggered shifts to lower on-site density and re-working communications processes with engineers who are primarily working from home. We have, however, experienced, and expect to continue to experience, reductions in operational efficiency due to illness from COVID-19 and precautionary actions taken related to COVID-19. For the time being, we are encouraging those employees who 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 through the fourth quarter and into 2021. Though we remain on track with our upcoming planned flights, the full impact of the COVID-19 pandemic on our business and results of operations subsequent to September 30, 2020 will depend on future developments, such as the ultimate duration and scope of the outbreak 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 cash equivalents on hand at September 30, 2020 and management's operating plan, will provide sufficient liquidity to fund our operations for at least the

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next twelve months from the issuance of the financial statements included in this Quarterly Report on Form 10-Q. If we experience a significant delay due to our workforce getting ill or if the pandemic worsens, 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~~revenue 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 sales of tickets 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 include 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 engineering services consist 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 SpaceShipTwo 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 human resources; depreciation expense and rent relating to facilities, including the lease with Spaceport America, and equipment; professional fees; and other general corporate costs. Human capital expenses primarily include salaries 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.

We also expect to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general, ~~and~~ director, ~~and~~ officer insurance, investor relations, and professional services.

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Research and Development

Research and development expense represents costs incurred to support activities that advance our human spaceflight 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

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•rent, maintenance, and depreciation of facilities and equipment and other overhead expenses allocated to the research and development departments.

As of ~~March 31,~~September 30, 2020, our current primary research and development objectives focus on the development of our SpaceShipTwo vehicles for commercial spaceflights and developing our RocketMotorTwo, a hybrid rocket propulsion system that will be used to propel our SpaceShipTwo vehicles into space. The successful development of SpaceShipTwo and RocketMotorTwo involves many uncertainties, including:

•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,~~production, 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;

•our ability to maintain rights from third parties for intellectual properties critical to research and development activities;

•our ability to continue funding and ~~maintain~~maintaining our current research and development activities; and

•the impact of the ongoing global COVID-19 ~~pandemic on the foregoing.~~pandemic.

A change in the outcome of any of these variables could delay the development of SpaceShipTwo and RocketMotorTwo, 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 SpaceShipTwo vehicles, built by leveraging the invested research and development, will no longer qualify as research and development activities.

~~Interest Income~~

~~Interest income consists primarily of interest earned on cash and cash equivalents held by us in interest bearing demand deposit accounts and cash equivalents.~~

~~Interest Expense~~

~~Interest expense relates to our finance lease obligations.~~

~~Other Income~~

~~Other income consists of miscellaneous non-operating items, such as merchandising and legal settlements.~~

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~~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 March 31,
2020 2019
(In thousands)
Revenue $ 238 $ 1,782
Cost of revenue 173 1,006
Gross profit 65 776
Operating expenses:
Selling, general and administrative expenses 26,755 12,295
Research and development expenses 34,282 31,424
Operating loss (60,972) (42,943)
Interest income 1,177 353
Interest expense (9) (1)
Other income 3 — 23
Other expense (175) —
Loss before income taxes (59,976) (42,568)
Income tax (benefit) expense (46) 25
Net loss $ (59,930) $ (42,593)

~~Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019~~

~~Revenue~~

Three Months Ended
March 31, $
Change %
Change
2020 2019
(In thousands, except %)
Revenue $ 238 $ 1,782 $ (1,544) (87) %

Revenue decreased by $1.5 million, or 87%, to $0.2 million for the three months ended March 31, 2020 from $1.8 million for the three months ended March 31, 2019. This is primarily due to flying payload in February 2019 in connection with our testing program compared to no payload flights for the three months ended March 31, 2020.

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~~Cost of Revenue and Gross Profit~~

Three Months Ended
March 31, $
Change %
Change
2020 2019
(In thousands, except %)
Cost of revenue $ 173 $ 1,006 $ (833) (83) %
Gross profit 65 776 $ (711) (92) %
Gross margin 27 % 44 %

Cost of revenue decreased by $0.8 million, or 83%, to $0.2 million for the three months ended March 31, 2020 from $1.0 million for the three months ended March 31, 2019. The change in cost of revenue is primarily due to the costs for flying payload in February 2019, compared to the three months ended March 31, 2019, during which time we recorded no payload revenue. The labor costs associated with providing engineering services under long-term U.S. government contracts decreased proportionally with the billings. Gross profit decreased by $0.7 million, or 92%, to $0.1 million for the three months ended March 31, 2020 from $0.8 million for the three months ended March 31, 2019. Gross margin for the three months ended March 31, 2020 decreased by 17 percentage points compared to the three months ended March 31, 2019. The decrease in gross profit and the decrease in gross margin is primarily driven by smaller gross margins associated with the long-term engineering services.

~~Selling, General and Administrative Expenses~~

Three Months Ended
March 31, $
Change %
Change
2020 2019
(In thousands, except %)
Selling, general and administrative expense $ 26,755 $ 12,295 $ 14,460 118 %

Selling, general and administrative expenses increased by $14.5 million, or 118%, to $26.8 million for the three months ended March 31, 2020 from $12.3 million for the three months ended March 31, 2019. This $14.5 million increase was primarily due to the additional cost associated with being a public company, including $4.5 million of professional and legal fees, $3.0 million of insurance, $2.9 million of stock-based compensation, $1.0 million of salary and other benefits, as well as $1.1 million of other expenses, including IT, facilities, and equipment costs.

~~Research and Development Expenses~~

Three Months Ended
March 31, $
Change %
Change
2020 2019
(In thousands, except %)
Research and development expenses $ 34,282 $ 31,424 $ 2,858 9 %

Research and development expenses increased by $2.9 million, or 9%, to $34.3 million for the three months ended March 31, 2020 from $31.4 million for the three months ended March 31, 2019. The increase was primarily due to costs associated with developing our spaceflight system, of which $0.5 million was due to increased third-party contractor costs, $0.4 million was due to increased research and development travel related costs, $0.4 million was due to increased equipment and material costs relating to rocket motor development, and $1.5 million was due to stock-based compensation.

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Interest Income

Three Months Ended
March 31, $
Change %
Change
2020 2019
(In thousands, except %)
Interest income $ 1,177 $ 353 $ 824 233 %
Interest income consists primarily of interest earned on cash and cash equivalents held by us in interest bearing demand deposit accounts and cash equivalents.

Interest Expense

Interest expense relates to our finance lease obligations.

Other Income

Other income ~~increased by~~consists of miscellaneous non-operating items, such as gains on marketable securities.

Income Tax Provision

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Results of Consolidated Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(In thousands)
Revenue	$	—	$	832	$	238	$	3,252
Cost of revenue	—		406		173		1,690
Gross profit	—		426		65		1,562
Operating expenses:
Selling, general and administrative expenses	30,936		17,814		83,738		44,719
Research and development expenses	46,243		34,528		117,675		96,119
Operating loss	(77,179)		(51,916)		(201,348)		(139,276)
Interest income	322		387		2,005		1,137
Interest expense	(9)		—		(26)		(2)
Other income	(44)		91		5		128
Loss before income taxes	(76,910)		(51,438)		(199,364)		(138,013)
Income tax (benefit) expense	40		37		34		123
Net loss	$	(76,950)	$	(51,475)	$	(199,398)	$	(138,136)

For the Three and Nine Months Ended September 30, 2020 Compared to the Three and Nine Months Ended September 30, 2019

Revenue


	Three Months Ended September 30,				$ Change		% Change		Nine Months Ended September 30,				$ Change		% Change
	2020		2019						2020		2019
	(In thousands, except %)
Revenue	$	—	$	832	$	(832)	(100)	%	$	238	$	3,252	$	(3,014)	(93)	%

We did not record any revenue for the three months ended September 30, 2020, compared to $0.8 million of revenue for the three months ended September 30, 2019. This revenue recorded for the three months ended September 30, 2019 was attributable to engineering services provided under long-term U.S. government contracts in 2019.

Revenue decreased by $3.0 million, or ~~233%~~93%, to ~~$1.2~~$0.2 million for the nine months ended September 30, 2020 from $3.3 million for the nine months ended September 30, 2019. This is primarily due to decreased engineering services of $1.9 million under long-term U.S. government contracts, a decrease in payload revenue of $0.8 million attributable to the February 2019 payload flown in connection with our testing program, and reduced sponsorship revenue of $0.3 million from an expired agreement.

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Cost of Revenue and Gross Profit


	Three Months Ended September 30,						$ Change		% Change		Nine Months Ended September 30,				$ Change		% Change
	2020			2019							2020		2019
	(In thousands, except %)
Cost of revenue	$	—		$	406		$	(406)	(100)	%	173		1,690		$	(1,517)	(90)	%
Gross profit	—			426			$	(426)	(100)	%	65		1,562		$	(1,497)	(96)	%
Gross margin	—		%	51		%					27	%	48	%

We did not record any cost of revenue in the three months ended September 30, 2020, as we did not record any revenue in the period. Cost of revenue was $0.4 million for the three months ended ~~March 31,~~September 30, 2019.

Cost of revenue decreased by $1.5 million, or 90%, to $0.2 million for the nine months ended September 30, 2020 from 1.7 million for the nine months ended September 30, 2019. The change in cost of revenue was primarily due to the costs for flying payload in February 2019 compared to the nine months ended September 30, 2020, during which time we recorded no payload revenue. The labor costs associated with providing engineering services under long-term U.S. government contracts decreased proportionally with the billings. Gross profit decreased by $1.5 million, or 96%, to $0.1 million for the nine months ended September 30, 2020 from $1.6 million for the nine months ended September 30, 2019. Gross margin for the nine months ended September 30, 2020 decreased 21% compared to the nine months ended September 30, 2019. The decrease in gross profit and gross margin was primarily driven by smaller gross margins associated with the long-term engineering service contracts.

Selling, General and Administrative Expenses


	Three Months Ended September 30,				$ Change		% Change		Nine Months Ended September 30,				$ Change		% Change
	2020		2019						2020		2019
	(In thousands, except %)
Selling, general and administrative expenses	$	30,936	$	17,814	$	13,122	74	%	$	83,738	$	44,719	$	39,019	87	%

Selling, general and administrative expenses increased by $13.1 million, or 74%, to $30.9 million for the three months ended September 30, 2020 from $17.8 million for the three months ended September 30, 2019. This increase was primarily due to additional costs associated with being a public company, including $2.3 million of professional and legal fees, $2.3 million of salary and other benefits, and $2.4 million of insurance costs, as well as $6.6 million of stock-based compensation. These increases were partially offset with decreases of $0.7 million in facilities costs and $0.4 million in travel costs.

Selling, general and administrative expenses increased by $39.0 million, or 87%, to $83.7 million for the nine months ended September 30, 2020 from $44.7 million for the nine months ended September 30, 2019. This $39.0 million increase was primarily due to additional cost associated with being a public company, including increases of $9.9 million of professional and legal fees, $7.4 million of insurance costs, $6.2 million of salary and other benefits, $2.1 million of IT software and consulting expenses, as well as $12.9 million stock-based compensation and $1.5 million of depreciation expense. These increases were partially offset with decreases of $1.1 million in facilities costs and $1.0 million of travel costs.

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Research and Development Expenses


	Three Months Ended September 30,				$ Change		% Change		Nine Months Ended September 30,				$ Change		% Change
	2020		2019						2020		2019
	(In thousands, except %)
Research and development expenses	$	46,243	$	34,528	$	11,715	34	%	$	117,675	$	96,119	$	21,556	22	%

Research and development expenses increased by $11.7 million, or 34%, to $46.2 million for the three months ended September 30, 2020 from $34.5 million for the three months ended September 30, 2019. The increase was primarily due to costs associated with developing our spaceflight system, including increases of $3.6 million of salary and other benefits, $1.0 million of facilities costs, net increase of $3.5 million of materials and equipment lease costs, $0.9 million of travel costs, $0.6 million of insurance costs and $1.9 million of stock-based compensation.

Research and development expenses increased by $21.6 million, or 22%, to $117.7 million for the nine months ended September 30, 2020 from $96.1 million for the nine months ended September 30, 2019. The increase was primarily due to costs associated with developing our spaceflight system, including increases of $5.7 million of salary and other benefits, $5.2 million of materials and equipment lease costs, $2.2 million of facilities costs, $1.3 million of travel costs, $1.2 million of insurance costs, and $5.5 million of stock-based compensation and $0.8 million of depreciation expense.

Interest Income


	Three Months Ended September 30,				$ Change		% Change		Nine Months Ended September 30,				$ Change		% Change
	2020		2019						2020		2019
	(In thousands, except %)
Interest income	$	322	$	387	$	(65)	(17)	%	$	2,005	$	1,137	$	868	76	%

Interest income decreased by $0.1 million, or 17%, to $0.3 million for the three months ended September 30, 2020 from $0.4 million for the three months ended ~~March 31,~~September 30, 2019. The decrease was primarily due to significant reductions in interest rates offered for cash, cash equivalents and restricted cash being held in an interest-bearing accounts.

Interest income increased by $0.9 million, or 76%, to $2.0 million for the nine months ended September 30, 2020 from $1.1 million for the nine months ended September 30, 2019. The increase was primarily due to increase in cash, cash equivalents and restricted cash related to the proceeds of the Virgin Galactic Business Combination and subsequent common stock offering, which are being held in an interest-bearing ~~accounts.~~accounts, whose interest rates offered have reduced significantly in 2020.

Interest Expense

The increase in interest expense for the three and nine months ended September 30, 2020 was not material and attributable to our finance lease obligations.

Other ~~Expense~~Income

The ~~increase~~decrease in other ~~expense of $0.2 million, or 100%,~~income for the three and nine months ended September 30, 2020 from the three and nine months ended September 30, 2019 was not material and is primarily attributable to the net unrealized ~~loss~~losses on marketable ~~securities for the three months endedMarch 31, 2020 from $0 for the three months ended and March 31, 2019.~~securities.

Income Tax (Benefit) Expense

Income tax expense was immaterial for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019. 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 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.

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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.~~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.~~flows.

As of ~~March 31,~~September 30, 2020, we had cash, cash equivalents and restricted cash of ~~$431.7~~$755 million. 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 ~~and~~have been from the October 2019 investment by an entity affiliated with the Boeing Company ~~are~~and our ~~cash, cash equivalents and restricted cash and any additional capital we may obtain through borrowings or additional sales~~August 2020 sale of ~~our equity securities.~~common stock.

Historical Cash Flows


		Three Months Ended March 31,							Nine Months Ended September 30,
		2020		2019			2020		2019
		(In thousands)							(In thousands)
Net cash provided by (used in)
Net cash (used in) provided by						Net cash (used in) provided by
Operating activities	Operating activities	$	(56,313)	$	(42,871)	Operating activities	$	(162,589)	$	(128,286)
Investing activities	Investing activities	(4,036)		(3,068)		Investing activities	(14,135)		(13,680)
Financing activities	Financing activities	(720)		47,422		Financing activities	438,846		146,064
Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	$	(61,069)	$	1,483	Net change in cash and cash equivalents and restricted cash	$	262,122	$	4,098

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Operating Activities

Net cash used in operating activities was ~~$57.0~~$163 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, primarily consisting of ~~$59.9~~$199.4 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of ~~$2.1~~$7.4 million and stock based compensation expense of ~~$4.4~~$18.6 million, as well as a ~~$3.6~~$10.8 million ~~increase in~~of cash consumed by working capital as compared to the three months ended March 31, 2019. The increase in cash consumed by working capital was primarily driven by a decrease in accounts payable and accrued liabilities and customer deposits.capital.

Net cash used in operating activities was ~~$42.9~~$128.3 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, primarily consisting of ~~$42.6~~$138.1 million of net losses, adjusted for certain non-cash items, which primarily included depreciation and amortization expense of ~~$1.6 million.~~$4.9 million, as well as $5.3 million of cash consumed by working capital.

Investing Activities

Net cash used in investing activities was ~~$4.0~~$14.1 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, primarily consisting of ~~purchases of manufacturing equipment, leasehold improvements at the Mojave Air and Space Port facility, purchases of furniture and fixtures, IT infrastructure upgrades, and spare parts as well as~~ construction activities at the Gateway to Space facility, IT infrastructure purchases, and ~~at spaceflight systems fueling facilities.~~the purchase of tooling and manufacturing equipment.

Net cash used in investing activities was ~~$3.1~~$13.7 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, primarily consisting of purchases of tooling and manufacturing equipment, construction activities at the Gateway to Space facility, including main hangar construction, and purchasing of furniture and fixtures, as well as construction relating to spaceflight systems fueling facilities.

Financing Activities

Net cash used in financing activities was ~~$0.7~~$439 million for the ~~three~~nine months ended ~~March 31,~~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.

Net cash provided by financing activities was ~~$47.4~~$146.1 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, consisting primarily of equity contributions received from Vieco 10.

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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;

•pursue further research and development on our future human spaceflights, including those related to our research and education efforts, ~~supersonic~~high speed point-to-point travel and ~~hypersonic point-to-point travel;~~orbital spaceflight;

•hire additional personnel in research and development, manufacturing operations, testing programs, and maintenance 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.

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 SpaceShipTwo, we currently have two additional SpaceShipTwo vehicles under construction and expect the direct costs to complete these two vehicles to be in the range of ~~$40~~$35 million to ~~$60~~$55 million. 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 have achieved technological feasibility with our spaceflight systems, we will not capitalize expenditures incurred to construct any additional components of our spaceflight systems and 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. ~~Some of these risk and uncertainties are described in more detail in this Quarterly Report on Form 10-Q under the heading “Risk Factors—Risks Related to Our Business~~.”

Contractual Obligations and Commitments

Except as set forth in Note ~~15,~~16, 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 Annual Report on Form 10-K for the year ended December 31, 2019.

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,

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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.

Revenue Recognition

We have yet to undertake our first commercial spaceflight for paying private individuals and consequently have not generated any human spaceflight revenue. In December 2018 and February 2019, we successfully carried payloads into space and accordingly recognized revenue related to these spaceflights. Additionally, we have one fixed-price contract ~~as a subcontractor~~with NASA to ~~the primary contractor of a long-term contract with the U.S. government, under which we perform the specified work on a time-and-materials basis subject to a guaranteed maximum price.~~carry payloads into space.

For the three months and nine months period ended ~~March 31,~~September 30, 2020 and 2019, we recognized revenue when delivery of our obligations to our customer has occurred, the collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Revenue is measured at the fair value of the consideration received excluding discounts, rebates, ~~Value Added Tax,~~value added tax, and other sales taxes or duty. Cash payments for spaceflights are classified as customer deposits until persuasive evidence of an arrangement exists. Revenues from spaceflight is recognized when spaceflight service has been delivered. Revenue from engineering services is recognized on a time-and-materials basis for direct labor hours incurred at fixed hourly rates.

Inventories

Inventories consist of raw materials expected to be used for the development of the human spaceflight program and customer specific contracts. Inventories are stated at the lower of cost or net realizable value. If events or changes in

circumstances indicate that the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes, a loss is recognized in the period in which it occurs. We capitalize labor, material, subcontractor and overhead costs as work-in-process for contracts where control has not yet passed to the customer. In addition, we capitalize costs incurred to fulfill a contract in inventories in advance of contract award as work-in-process if we determine that contract award is probable. We determine the costs of other product and supply inventories by using the first-in first-out or average cost methods.

Research and Development

We conduct research and development activities to develop existing and future technologies that advance our spaceflight system towards commercialization. Research and development activities include basic research, applied research, concept formulation studies, design, development, and related test program activities. Costs incurred for developing our spaceflight system and flight profiles primarily include equipment, material, and labor hours. Costs incurred for performing test flights primarily include rocket motors, fuel, and payroll and benefits for pilots and ground crew. Research and development costs also include rent, maintenance, and depreciation of facilities and equipment and other allocated overhead expenses. We expense all research and development costs as incurred. Once we have achieved technological feasibility, we will capitalize the costs to construct any additional components of our spaceflight systems.

Income Taxes

Prior to the Virgin Galactic Business Combination, we adopted the separate return approach for the purpose of presenting the combined financial statements, including the income tax provisions and the related deferred tax assets and liabilities. Our historic operations reflect a separate return approach for each jurisdiction in which we had a presence and GV filed a tax return. Following the Virgin Galactic Business Combination, we will file our own tax returns.

We record income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record valuation allowances to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. Our assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future

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taxable income on a jurisdictional basis, we consider the effect of our transfer pricing policies on that income. We have placed a valuation allowance against U.S. federal and state deferred tax assets since the recovery of the assets is uncertain.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As we grow, we will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. We adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the income tax expense in the period in which such determination is made and could have a material impact on our financial condition and operating results. The income tax expense includes the effects of any accruals that we believe are appropriate, as well as the related net interest and penalties.

We have not yet started commercial operations and as such we are accumulating net operating losses at the federal and state levels, which are reflected in the income tax provision section of the balance sheet. The presented income tax expenses in these statements 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 and therefore incurs income tax expenses.

Stock-Based Compensation

Vieco 10 granted options with performance conditions and service requirements. Compensation cost is recognized if it is probable that the performance condition will be achieved. The performance conditions restrict exercisability or settlement until certain liquidity events occur, such as a qualifying initial public offering or change in control. No accrual has been recorded as none of the performance conditions have been achieved nor deemed probable of being achieved.

In connection with the Virgin Galactic Business Combination, our board of directors and stockholders adopted the 2019 Incentive Award Plan (the "2019 Plan"). Pursuant to the 2019 Plan, up to 21,208,755 shares of common stock have been reserved for issuance to employees, consultants and directors. Please refer to Note 1314 in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding stock-based compensation.

Cash Incentive Plan

Some of our employees participate in a multiyear cash incentive plan (the “Cash Incentive Plan”) to provide cash bonuses based on the attainment of three qualifying milestones with defined target dates. The maximum aggregate amount of cash awards under the Cash Incentive Plan is $30.0 million. Compensation cost is recognized if it is probable that a milestone will be achieved.

On October 25, 2019, the second qualifying milestone under the VG Companies' multiyear cash incentive plan was amended such that the participants who remained continuously employed by us are entitled to receive 100% of the bonus that such participant would have otherwise received upon the achievement of the original second qualifying milestone. We recognized the $9.9 million in compensation costs owed to participants for the second qualifying milestone and such amount was paid on November 8, 2019.

Recent Accounting Pronouncements

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 ~~prospectus.~~

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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. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

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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 ~~March 31,~~September 30, 2020, we had ~~$432~~$755 million deposits held primarily in cash, cash equivalents and restricted cash, which includes ~~$250~~$730.4 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

Background and Remediation of Material Weakness

The first material weakness is related to the lack of a sufficient number of personnel to execute, review and approve all aspects of the financial statement close and reporting process. This material weakness may not allow for us to have proper segregation of duties and the ability to close our books and records and report our results, including required disclosures, on a timely basis. The second material weakness arises from the need to augment our information technology and application controls in our financial reporting.

We continue to focus on the design and implementation of processes and procedures to improve our internal control over financial reporting and remediate our material weaknesses. We have already expanded our governance and risk management leadership by hiring an executive in charge of our efforts to comply with the Sarbanes-Oxley Act. Our additional planned activities include:

•designing and implementing additional review procedures to include more comprehensive documentation and formalization of internal control ~~operation;~~operations;

•recruiting additional personnel, in addition to utilizing third party consultants, to more effectively segregate key functions within our business and financial reporting ~~processes;~~process;

•designing and implementing information technology general controls and business process application controls in our financial systems to support our information processing objectives;

•enhancing our financial ~~systems’~~system's security ~~and~~ role definition, and implementing workflow controls, to improve the reliability ~~and consistency~~ of our systems ~~processes~~process and related reporting; and

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•implementing additional integration ~~between~~in our financially significant systems to reduce the amount of manual intervention in our internal controls and financial reporting ~~processes.~~process.

While these actions, and others, are subject to ongoing management evaluation, including the validation and testing of internal controls over a sustained period of financial reporting cycles, we are committed to remediating internal controls deficiencies as they are identified and committed to the continuous improvement of our overall controls environment.

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Limitations on Effectiveness of Controls and Procedures

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

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 defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)~~ 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 ~~March 31,~~September 30, 2020, our disclosure controls and procedures were ~~effective.~~effective at the reasonable assurance level.

However, after giving full consideration to the material weaknesses referenced above, and the additional analyses and other procedures that we performed to ensure that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with U.S. GAAP, our management has concluded that our condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

Other than described above in this Item 4, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended ~~March 31,~~September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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Item 1A. Risk Factors

~~Our operations and financial results are subject to various~~For a discussion of our potential risks and uncertainties, ~~including those described below. You should consider carefully~~see the ~~risks and uncertainties described below,~~risk factors previously disclosed in ~~addition to the other information contained in this~~ Part II, Item 1A. "Risk Factors" of our Quarterly Report on ~~Form 10-~~QF orm 10-Q for the quarterly period ended June 30, 2020, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline.which risk factor section is incorporated herein by reference.

~~Risks Related to Our Business~~

~~We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.~~

We have incurred significant losses since inception. We incurred net losses of $59.9 million for the three months ended March 31, 2020 and $210.9 million, $138.1 million and $138.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. While we have generated limited revenue from flying payloads into space, we have not yet started commercial human spaceflight operations, and it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.

We expect our operating expenses to increase over the next several years as we move towards commercial launch of our human spaceflight operations, continue to attempt to streamline our manufacturing process, increase our flight cadence, hire more employees and continue research and development efforts relating to new products and technologies. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring future astronauts or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.

~~The success of our business will be highly dependent on our ability to effectively market and sell human spaceflights.~~

We have generated only limited revenue from spaceflight, and we expect that our success will be highly dependent, especially in the foreseeable future, on our ability to effectively market and sell human spaceflight experiences. We have limited experience in marketing and selling human spaceflights, which we refer to as our astronaut experience, and if we are unable to utilize our current sales organization effectively, or to expand our sales organization as needed, in order to adequately target and engage our potential future astronauts, our business may be adversely affected. To date, we have primarily sold the reservations for our astronaut experience to future astronauts through direct sales and have sold a limited number of seats each year. Since 2014, we have not been actively selling our astronaut experience. Our success depends, in part, on our ability to attract new future astronauts in a cost-effective manner. While we had a backlog of approximately 600 future astronauts as of April 29, 2020, we are making, and we expect that we will need to make, significant investments in order to attract new future astronauts. Our sales growth is dependent upon our ability to implement strategic initiatives and these initiatives may not be effective in generating sales growth. In addition, marketing campaigns, which we have not historically utilized, can be expensive and may not result in the acquisition of future astronauts in a cost-effective manner, if at all. Further, as our brand becomes more widely known, future marketing campaigns or brand content may not attract new future astronauts at the same rate as past campaigns or brand content. If we are unable to attract new future astronauts, our business, financial condition and results of operations will be harmed.

~~A pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, has disrupted and may continue to adversely affect our business operations and our financial results.~~

The global spread of COVID-19 has disrupted certain aspects of our operations and may adversely impact our business operations, including our ability to execute on our business strategy and goals. Specifically, the continued spread of COVID-19 may affect our ability to complete the development of our spaceflight systems, or our spaceflight test programs, result in delays

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~~or disruptions in our supply chain, or delay our implementation of additional internal control measures to improve our internal control over financial reporting.~~

Additionally, many jurisdictions, including in California, New Mexico and the United Kingdom, where most of our workforce is located, have imposed, or in the future may impose or continue to impose, “shelter-in-place” orders, quarantines or similar orders or restrictions to control the spread of COVID-19 by restricting non-essential activities and business operations. Compliance with these orders has disrupted and may continue to disrupt our standard operations, including disruption of operations necessary to complete the development of our spaceflight systems and postponement of our scheduled spaceflight test programs. For example, consistent with the actions taken by governmental authorities, we initially reduced and then temporarily suspended on-site operations at our facilities in Mojave and Spaceport America in March 2020. On account of use categorization as an essential activity, we resumed some limited operations in April 2020, which we ramped up each week as we developed revised operational and manufacturing plans that conform to the latest COVID-19 health precautions. We are taking additional measures within our facilities to ensure the health and safety of our employees, which include universal facial coverings, rearranging facilities to follow social distancing protocols, conducting active daily temperature checks and undertaking regular and thorough disinfecting of surfaces and tools. However, there can be no assurances that these measures will prevent a future outbreak of COVID-19 within our workforce. In addition to existing travel restrictions, countries may continue to close borders, impose prolonged quarantines, or further restrict travel, which could adversely impact our business and results of operations.

The pandemic has also resulted in, and may continue to result in, significant disruption and volatility of global financial markets. This disruption and volatility may adversely impact our ability to access capital, which could in the future negatively affect our liquidity and capital resources. Given the rapid and evolving nature of the impact of the virus, responsive measures taken by governmental authorities and the uncertainty about its impact on society and the global economy, we cannot predict the extent to which it will affect our global operations, particularly if these impacts persist or worsen over an extended period of time. To the extent COVID-19 adversely affects our business operations and financial results, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section.

~~The market for commercial human spaceflight has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.~~

The market for commercial human spaceflight has not been established with precision and is still emerging. Our estimates for the total addressable market for commercial human spaceflight are based on a number of internal and third-party estimates, including our current backlog, the number of consumers who have expressed interest in our astronaut experience, assumed prices at which we can offer our astronaut experience, assumed flight cadence, our ability to leverage our current manufacturing and operational processes and general market conditions. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our astronaut experience, as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.

We anticipate commencing commercial spaceflight operations with a single spaceflight system, which has yet to complete flight testing. Any delay in completing the flight test program and the final development of our existing spaceflight system would adversely impact our business, financial condition and results of operations.

We expect to commence commercial operations with a single spaceflight system. While we have already been issued our commercial launch license, we must clear a final set of provisos related to the analysis of test flight data before we fly commercial passengers using our spaceflight system. Following each flight test we undertake, we analyze the resulting data and determine whether additional changes to the spaceflight system are required. Historically, changes have been required and implementing those changes has resulted in additional delay and expense. For example, an unanticipated in-flight incident involving an earlier model of SpaceShipTwo manufactured and operated by a third-party contractor, led to the loss of that spaceship and significant delays in the planned launch of our spaceflight system as we addressed design and safety concerns, including with applicable regulators. If issues like this arise or recur, if our remediation measures and process changes do not continue to be successful or if we experience issues with manufacturing improvements or design and safety, the anticipated launch of our commercial human spaceflight operations could be delayed.

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~~Any inability to operate our spaceflight system after commercial launch at our anticipated flight rate could adversely impact our business, financial condition and results of operations.~~

Even if we complete development and commence commercial human spaceflight operations, we will be dependent on a single spaceflight system. To be successful, we will need to maintain a sufficient flight rate, which will be negatively impacted if we are not able to operate that system for any reason. We may be unable to operate our current spaceflight system at our anticipated flight rate for a number of reasons, including, but not limited to, unexpected weather patterns, maintenance issues, pilot error, design and engineering flaws, natural disasters, epidemics or pandemics, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule flights. In the event we need to replace any components or hardware of our spaceflight system, there are limited numbers of replacement parts available, some of which have significant lead time associated with procurement or manufacture, so any unplanned failures could result in reduced numbers of flights and significant delays to our planned growth.

~~Our ability to grow our business depends on the successful development of our spaceflight systems and related technology, which is subject to many uncertainties, some of which are beyond our control.~~

Our current primary research and development objectives focus on the development of our existing and any additional spaceflight systems and related technology. If we do not complete this development in our anticipated timeframes or at all, our ability to grow our business will be adversely affected. The successful development of our spaceflight systems and related technology involves many uncertainties, some of which are beyond our control, including:

•~~the impact of the COVID-19 pandemic on us, our customers, suppliers and distributors, and the global economy;~~

•~~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 supplied components;~~

•~~performance of our third-party contractors that support our research and development activities;~~

•~~our ability to maintain rights from third parties for intellectual properties critical to our research and development activities; and~~

•~~our ability to continue funding and maintain our current research and development activities.~~

~~Unsatisfactory safety performance of our spaceflight systems could have a material adverse effect on our business, financial condition and results of operation.~~

We manufacture and operate highly sophisticated spaceflight systems and offer a specialized astronaut experience that depends on complex technology. While we have built operational processes to ensure that the design, manufacture, performance and servicing of our spaceflight systems meet rigorous quality standards, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, cyber-attacks or other intentional acts, that could result in potential safety risks. Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues with our spaceflight systems or customer safety could result in delaying or cancelling planned flights, increased regulation or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property or medical complications could have a material adverse effect on our business, financial condition and results of operation.

~~We may not be able to convert our orders in backlog, deposits or inbound inquiries about flight reservations into revenue.~~

As of April 29, 2020, our backlog represents orders for approximately 600 future astronauts for which we have not yet recognized revenue. While many of these orders were accompanied by a significant deposit, the deposits are largely refundable and the reservations may be cancelled under certain circumstances without penalty. Additionally, we have received over 400 One Small Step deposits as of April 29, 2020, which are for only $1,000 per deposit and are also fully refundable. As a result,

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we may not receive revenue from these orders and deposits, and any order backlog or other deposits we report may not be indicative of our future revenue. As of April 29, 2020, we have received more than 9,160 inbound inquiries about flight reservations since SpaceShipTwo’s first spaceflight in December 2018, but those inquiries have not been accompanied by any deposits, and we may not be able to convert those inquiries into reservations and revenue.

Many events may cause a delay in our ability to fulfill reservations or cause planned spaceflights to not be completed at all, some of which may be out of our control, including unexpected weather patterns, maintenance issues, natural disasters, epidemics or pandemics, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule flights. If we delay spaceflights or if future astronauts reconsider their astronaut experience, those future astronauts may seek to cancel their planned spaceflight, and may obtain a full or partial refund.

~~We have not yet tested flights at our anticipated full passenger capacity of our spaceship.~~

To date, only one of our test flights included a crew member that was not a pilot. The success of our human spaceflight operations will depend on our achieving and maintaining a sufficient level of passenger capacity on our spaceflights. We have not yet tested flights with a full cabin and it is possible that the number of passengers per flight may not meet our expectations for a number of factors, including maximization of the passenger experience and satisfaction. Any decrease from our assumptions in the number of passengers per flight could adversely impact our ability to generate revenue at the rate we anticipate.

~~Any delays in the development and manufacture of additional spaceflight systems and related technology may adversely impact our business, financial condition and results of operations.~~

We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, launch, production, delivery and servicing ramp of new spaceflight systems and related technology, including on account of the global COVID-19 health crisis. If delays like this arise or recur, if our remediation measures and process changes do not continue to be successful or if we experience issues with planned manufacturing improvements or design and safety, we could experience issues in sustaining the ramp of our spaceflight system or delays in increasing production further.

If we encounter difficulties in scaling our delivery or servicing capabilities, if we fail to develop and successfully commercialize spaceflight technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business, financial condition and results of operations could be materially and adversely impacted.

~~If we are unable to adapt to and satisfy customer demands in a timely and cost-effective manner, our ability to grow our business may suffer.~~

The success of our business depends in part on effectively managing and maintaining our existing spaceflight system, manufacturing more spaceflight systems, operating a sufficient number of spaceflights to meet customer demand and providing future astronauts with an astronaut experience that meets or exceeds their expectations. If for any reason we are unable to manufacture new spaceflight systems or are unable to schedule spaceflights as planned, this could have a material adverse effect on our business, financial condition and results of operations. If our current or future spaceflight systems do not meet expected performance or quality standards, including with respect to customer safety and satisfaction, this could cause operational delays. In addition, any delay in manufacturing new spacecraft as planned could cause us to operate our existing spaceflight system more frequently than planned and in such a manner that may increase maintenance costs. Further, flight operations within restricted airspace require advance scheduling and coordination with government range owners and other users, and any high priority national defense assets will have priority in the use of these resources, which may impact our cadence of spaceflight operations or could result in cancellations or rescheduling. Any operational or manufacturing delays or other unplanned changes to our ability to operate spaceflights could have a material adverse effect on our business, financial condition and results of operations.

~~We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.~~

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, and manufacturing and distribution functions. We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business and the manufacture of spacecraft as currently planned or within the planned timeframe. The continued expansion of our business may also require additional manufacturing and operational

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facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations or partners for the manufacture and operation of our spaceflight systems.

Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of pilots and employees, finding manufacturing capacity to produce our spaceflight systems and related equipment, and delays in production and spaceflights. These difficulties may result in the erosion of our brand image, divert the attention of management and key employees and impact financial and operational results. In addition, in order to continue to expand our fleet of spacecraft and increase our presence around the globe, we expect to incur substantial expenses as we continue to attempt to streamline our manufacturing process, increase our flight cadence, hire more employees, and continue research and development efforts relating to new products and technologies and expand internationally. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

~~Our prospects and operations may be adversely affected by changes in consumer preferences and economic conditions that affect demand for our spaceflights.~~

Because our business is currently concentrated on a single, discretionary product category, commercial human spaceflight, we are vulnerable to changes in consumer preferences or other market changes. The global economy has in the past, and will in the future, experience recessionary periods and periods of economic instability, including the current business disruption and related financial impact resulting from the global COVID-19 health crisis. During such periods, our future astronauts may be more inclined to have us refund their deposits with us, and our potential future astronauts may choose not to make discretionary purchases or may reduce overall spending on discretionary purchases, which may include not scheduling spaceflight experiences or cancelling existing reservations for spaceflight experiences. There could be a number of other effects from adverse general business and economic conditions on our business, including insolvency of any of our third-party suppliers or contractors, decreased consumer confidence, decreased discretionary spending and reduced consumer demand for spaceflight experiences. Moreover, future shifts in consumer spending away from our spaceflight experience for any reason, including decreased consumer confidence, adverse economic conditions or heightened competition, could have a material adverse effect on our business, financial condition and results of operations. If such business and economic conditions are experienced in future periods, this could reduce our sales and adversely affect our profitability, as demand for discretionary purchases may diminish during economic downturns, which could have a material adverse effect on our business, financial condition and results of operations.

Adverse publicity stemming from any incident involving us or our competitors, or an incident involving a commercial airline or other air travel provider, could have a material adverse effect on our business, financial condition and results of operations.

We are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand. If our personnel or one of our spaceflight systems, or the personnel or spacecraft of one of our competitors or the personnel or aircraft of a commercial airline or governmental agency, were to be involved in a public incident, accident or catastrophe this could create an adverse public perception of spaceflight and result in decreased customer demand for spaceflight experiences, which could cause a material adverse effect on our business, financial conditions and results of operations. Further, if our personnel or our spaceflight systems were to be involved in a public incident, accident or catastrophe, we could be exposed to significant reputational harm or potential legal liability. Any reputational harm to our business could cause future astronauts with existing reservations to cancel their spaceflights and could significantly impact our ability to make future sales. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident or catastrophe. In the event that our insurance is inapplicable or not adequate, we may be forced to bear substantial losses from an incident or accident.

~~Due to the inherent risks associated with commercial spaceflight, there is the possibility that any accident or catastrophe could lead to the loss of human life or a medical emergency.~~

Human spaceflight is an inherently risky activity that can lead to accidents or catastrophes impacting human life. For example, on October 31, 2014, VSS Enterprise, an earlier model of SpaceShipTwo manufactured and operated by a third-party contractor, had an accident during a rocket-powered test flight. The pilot was seriously injured, the co-pilot was fatally injured and the vehicle was destroyed. As part of its 2015 accident investigation report, the National Transportation Safety Board (the “NTSB”) determined that the probable cause of the accident related to the failure by a third-party contractor to consider and protect against the possibility that a single human error could result in a catastrophic hazard to the vehicle. After the accident, we assumed responsibility for the completion of the flight test program and submitted a report to the NTSB that listed the actions we were taking for reducing the likelihood and effect of human error. This included modification of the feather lock

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control mechanism to add automatic inhibits that would prevent inadvertent operation during safety critical periods of flight. We have implemented and repeatedly demonstrated the efficacy of these actions, including implementing more rigorous protocols and procedures for safety-critical aircrew actions, requiring additional training for pilots that focuses on response protocols for safety critical actions, and eliminating certain single-point human performance actions that could potentially lead to similar accidents. We believe the steps we have taken are sufficient to address the issues noted in the NTSB’s report; however, it is impossible to completely eliminate the potential for human error, and there is a possibility that other accidents may occur in the future as a result of human error or for a variety of other reasons, some of which may be out of our control. Any such accident could result in substantial losses to us, including reputational harm and legal liability, and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

~~We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all.~~

Prior to the Virgin Galactic Business Combination, we financed our operations and capital expenditures primarily through cash flows financed by Vieco10. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. For example, the global COVID-19 health crisis and related financial impact has resulted in, and may continue to result in, significant disruption and volatility of global financial markets that could adversely impact our ability to access capital. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Certain future operational facilities may require significant expenditures in capital improvements and operating expenses to develop and foster basic levels of service needed by the spaceflight operation, and the ongoing need to maintain existing operational facilities requires us to expend capital.

As part of our growth strategy, we may utilize additional spaceports outside the United States. Construction of a spaceport or other facilities in which we conduct our operations may require significant capital expenditures to develop, and in the future we may be required to make similar expenditures to expand, improve or construct adequate facilities for our spaceflight operations. While Spaceport America was funded by the State of New Mexico and we intend to pursue similar arrangements in the future, we cannot assure that such arrangements will be available to us on terms similar to those we have with the State of New Mexico or at all. If we cannot secure such an arrangement, we would need to use cash flows from operations or raise additional capital in order to construct additional spaceports or facilities. In addition, as Spaceport America and any other facilities we may utilize mature, our business will require capital expenditures for the maintenance, renovation and improvement of such existing locations to remain competitive and maintain the value of our brand standard. This creates an ongoing need for capital, and, to the extent we cannot fund capital expenditures from cash flows from operations, we will need to borrow or otherwise obtain funds. If we cannot access the capital we need, we may not be able to execute on our growth strategy, take advantage of future opportunities or respond to competitive pressures. If the costs of funding new locations or renovations or enhancements at existing locations exceed budgeted amounts or the time for building or renovation is longer than anticipated, our business, financial condition and results of operations could be materially adversely affected.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

Our ability to produce our current and future spaceflight systems and other components of operation is dependent upon sufficient availability of raw materials and supplied components, such as nitrous oxide, valves, tanks, special alloys, helium and carbon fiber, which we secure from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility in the prices and availability of these materials. We may not be able to obtain sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in manufacture of our spacecraft or increased costs. For example, there are only a few nitrous oxide plants around the world and if one or more of these plants were to experience a slowdown in operations or to shutdown entirely, including as a result of the COVID-19 outbreak, we may need to qualify new suppliers or pay higher prices to maintain the supply of nitrous oxide needed for our operations.

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In addition, we have in the past and may in the future experience delays in manufacture or operation as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by the International Traffic in Arms Regulations (“ITAR") and other restrictions on transfer of sensitive technologies. Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled spaceflights, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

~~Our spaceflight systems and related equipment may have shorter useful lives than we anticipate.~~

Our growth strategy depends in part on the continued operation of our current spaceflight system and related equipment, as well as the manufacture of other spaceflight systems in the future. Each spaceflight system has a limited useful life, which is driven by the number of cycles that the system undertakes. While the vehicle is designed for a certain number of cycles, known as the design life, there can be no assurance as to the actual operational life of a spaceflight system or that the operational life of individual components will be consistent with its design life. A number of factors impact the useful lives of the spaceflight systems, including, among other things, the quality of their design and construction, the durability of their component parts and availability of any replacement components, the actual combined environment experienced compared to the assumed combined environment for which the spaceflight systems were designed and tested and the occurrence of any anomaly or series of anomalies or other risks affecting the spaceflight systems during launch, flight and reentry. In addition, we are continually learning, and as our engineering and manufacturing expertise and efficiency increases, we aim to leverage this learning to be able to manufacture our spaceflight systems and related equipment using less of our currently installed equipment, which could render our existing inventory obsolete. Any continued improvements in spaceflight technology may make obsolete our existing spaceflight systems or any component of our spacecraft prior to the end of its life. If the spaceflight systems and related equipment have shorter useful lives than we currently anticipate, this may lead to greater maintenance costs than previously anticipated such that the cost to maintain the spacecraft and related equipment may exceed their value, which would have a material adverse effect on our business, financial condition and results of operations.

~~Failure of third-party contractors could adversely affect our business.~~

We are dependent on various third-party contractors to develop and provide critical technology, systems and components required for our spaceflight system. For example, each spaceflight currently requires replenishment of certain components of our RocketMotorTwo propulsion system that we obtain from third-party contractors. Should we experience complications with any of these components, which are critical to the operation of our spacecraft, we may need to delay or cancel scheduled spaceflights. We face the risk that any of our contractors may not fulfill their contracts and deliver their products or services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our contractors. The ability of our contractors to effectively satisfy our requirements could also be impacted by such contractors’ financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, pandemic, such as the current COVID-19 outbreak, or other events. The failure of any contractors to perform to our expectations could result in shortages of certain manufacturing or operational components for our spacecraft or delays in spaceflights and harm our business. Our reliance on contractors and inability to fully control any operational difficulties with our third-party contractors could have a material adverse effect on our business, financial condition and results of operations.

~~We expect to face intense competition in the commercial spaceflight industry and other industries in which we may develop products.~~

The commercial spaceflight industry is still developing and evolving, but we expect it to be highly competitive. Currently, our primary competitor in establishing a commercial suborbital spaceflight offering is Blue Origin, a privately funded company founded in 2000. In addition, we are aware of several large, well-funded, public and private entities actively engaged in developing products within the aerospace industry, including SpaceX and Boeing. While these companies are currently focused on providing orbital spaceflight transportation to government agencies, a fundamentally different product from ours, we cannot assure you that one or more of these companies will not shift their focus to include suborbital spaceflight and directly compete with us in the future.

Many of our current and potential competitors are larger and have substantially greater resources than we have and expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources

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and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor, for example, could benefit from subsidies from, or other protective measures by, its home country.

We believe our ability to compete successfully as a commercial provider of human spaceflight does and will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, consumer confidence in the safety of our offerings, consumer satisfaction for the experiences we offer, and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

We may in the future invest significant resources in developing new offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize.

While our primary focus for the foreseeable future will be on commercializing human spaceflight, we may invest significant resources in developing new technologies, services, products and offerings. However, we may not realize the expected benefits of these investments. In addition, we expect to explore the application of our proprietary technologies for other commercial and government uses, including, among other things, supersonic and hypersonic point-to-point travel. These anticipated technologies, however, are unproven and these products or technologies may never materialize or be commercialized in a way that would allow us to generate ancillary revenue streams. Relatedly, if such technologies become viable offerings in the future, we may be subject to competition from our competitors within the commercial spaceflight industry, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies. Further, under the terms of an amended and restated trademark license agreement (the “Amended TMLA”), our ability to operationalize some of the technologies may be dependent upon the consent of VEL. Such competition or any limitations on our ability to take advantage of such technologies could impact our market share, which could have a material adverse effect on our business, financial condition and results of operations.

Such research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. They may involve claims and liabilities (including, but not limited to, personal injury claims), expenses, regulatory challenges and other risks that we may not be able to anticipate. There can be no assurance that consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. Further, any such research and development efforts could distract management from current operations, and would divert capital and other resources from our more established offerings and technologies. Even if we were to be successful in developing new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies.

~~The “Virgin” brand is not under our control, and negative publicity related to the Virgin brand name could materially adversely affect our business.~~

We possess certain exclusive and non-exclusive rights to use the name and brand “Virgin Galactic” and the Virgin signature logo pursuant to the Amended TMLA. We believe the “Virgin” brand is integral to our corporate identity and represents quality, innovation, creativity, fun, a sense of competitive challenge and employee-friendliness. We expect to rely on the general goodwill of consumers and our pilots and employees towards the Virgin brand as part of our internal corporate culture and external marketing strategy. The Virgin brand is also licensed to and used by a number of other companies unrelated to us and in a variety of industries, and the integrity and strength of the Virgin brand will depend in large part on the efforts and the licensor and any other licensees of the Virgin brand and how the brand is used, promoted and protected by them, which will be outside of our control. Consequently, any adverse publicity in relation to the Virgin brand name or its principals, or in relation to another Virgin-branded company over which we have no control or influence, could have a material adverse effect on our business, financial condition and results of operations.

If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain methodologies, practices, tools, technologies and technical expertise we utilize in designing, developing, implementing and maintaining applications and processes used in our spaceflight systems and related technologies. To date, we have relied primarily on trade secrets and other intellectual property laws, non-disclosure agreements with our employees, consultants and

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other relevant persons and other measures to protect our intellectual property, and intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate, and we may choose not to pursue or maintain protection for our intellectual property in the United States or foreign jurisdictions. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours.

Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our technology and intellectual property.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we enter into non-disclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with our future astronauts, consultants and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our consultants and vendors, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

We rely on licenses from third parties for intellectual property that is critical to our business, and we would lose the rights to use such intellectual property if those agreements were terminated or not renewed.

We rely on licenses from third parties for certain intellectual property that is critical to our branding and corporate identity, as well as the technology used in our spacecraft. Termination of our current or future license agreements could cause us to have to negotiate new or restated agreements with less favorable terms or cause us to lose our rights under the original agreements.

In the case of our branding, we will not own the Virgin brand or any other Virgin-related assets, as we will license the right to use the Virgin brand pursuant to the Amended TMLA. Virgin controls the Virgin brand, and the integrity and strength of the Virgin brand will depend in large part on the efforts and businesses of Virgin and the other licensees of the Virgin brand and how the brand is used, promoted and protected by them, which will be outside of our control. For example, negative publicity or events affecting or occurring at Virgin or other entities who use the Virgin brand, including transportation companies and/or other entities unrelated to us that presently or in the future may license the Virgin brand, may negatively impact the public’s perception of us, which may have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

In addition, there are certain circumstances under which the Amended TMLA may be terminated in its entirety, including our material breach of the Amended TMLA (subject to a cure period, if applicable), our insolvency, our improper use of the Virgin brand, our failure to commercially launch a spaceflight for paying passengers by a specified date, if we are unable to undertake any commercial flights for paying passengers for a specified period (other than in connection with addressing a significant safety issue), and our undergoing of a change of control to an unsuitable buyer, including a competitor of VEL’s group. Termination of the Amended TMLA would eliminate our rights to use the Virgin brand and may result in our having to negotiate a new or reinstated agreement with less favorable terms or cause us to lose our rights under the Amended TMLA, including our right to use the Virgin brand, which would require us to change our corporate name and undergo other significant rebranding efforts. These rebranding efforts may require significant resources and expenses and may affect our ability to attract and retain future astronauts, all of which may have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

In the case of a loss of technology used in our spaceflight systems, we may not be able to continue to manufacture certain components for our spacecraft or for our operations or may experience disruption to our manufacturing processes as we test and requalify any potential replacement technology. Even if we retain the licenses, the licenses may not be exclusive with respect to such component design or technologies, which could aid our competitors and have a negative impact on our business.

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~~Protecting and defending against intellectual property claims may have a material adverse effect on our business.~~

Our success depends in part upon successful prosecution, maintenance, enforcement and protection of our owned and licensed intellectual property, including the Virgin brand and other intellectual property that we license from Virgin under the Amended TMLA. Under the terms of the Amended TMLA, Virgin has the primary right to take actions to obtain, maintain, enforce and protect the Virgin brand. If, following our written request, Virgin elects not take an action to maintain, enforce or protect the Virgin brand, we may do so, at our expense, subject to various conditions including that so long as doing so would not have a material adverse effect on Virgin, any of Virgin’s other licensees or the Virgin brand and we reasonably believe failing to do so would materially adversely affect our business. Should Virgin determine not to maintain, enforce or protect the Virgin brand, we and/or the Virgin brand could be materially harmed and we could incur substantial cost if we elect to take any such action.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations. The results of intellectual property litigation are difficult to predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or settlement costs. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial condition, operating results and prospects.

In addition, we may from time to time face allegations that we are infringing, misappropriating or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Irrespective of the validity of any such claims, we could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would be successful, which could have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business, our operating results and our reputation.

~~We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.~~

We derive limited revenue from contracts with NASA and the U.S. government and may enter into additional contracts with the U.S. or foreign governments in the future, and this subjects us to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation. These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.

Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example:

•~~specialized disclosure and accounting requirements unique to government contracts;~~

•financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government;

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•~~public disclosures of certain contract and company information; and~~

•~~mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.~~

Government contracts are also generally subject to greater scrutiny by the government, which can initiate reviews, audits and investigations regarding our compliance with government contract requirements. In addition, if we fail to comply with government contract laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, damages, fines, suspension, or damages could adversely affect our ability to operate our business and our financial results.

~~If we commercialize outside the United States, we will be exposed to a variety of risks associated with international operations that could materially and adversely affect our business.~~

As part of our growth strategy, we may leverage our initial U.S. operations to expand internationally. In that event, we expect that we would be subject to additional risks related to entering into international business relationships, including:

•~~restructuring our operations to comply with local regulatory regimes;~~

•~~identifying, hiring and training highly skilled personnel;~~

•~~unexpected changes in tariffs, trade barriers and regulatory requirements;~~

•~~economic weakness, including inflation, or political instability in foreign economies and markets;~~

•~~compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;~~

•~~foreign taxes, including withholding of payroll taxes;~~

•~~the need for U.S. government approval to operate our spaceflight systems outside the United States;~~

•~~foreign currency fluctuations, which could result in increased operating expenses and reduced revenue;~~

•~~government appropriation of assets;~~

•~~workforce uncertainty in countries where labor unrest is more common than in the United States; and~~

•disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including anti-corruption laws and anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes.

Our business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our spaceflight system operations, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit our ability to expand into certain jurisdictions. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. For example, commercial space launches, reentry of our spacecraft and the operation of our spaceflight system in the United States require licenses and permits from certain agencies of the Department of Transportation, including the U.S. Federal Aviation Administration (the “FAA"), and review by other agencies of the U.S. Government, including the Department of Defense, Department of State, NASA, and the Federal Communications Commission. License approval includes an interagency review

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of safety, operational, national security, and foreign policy and international obligations implications, as well as a review of foreign ownership. In 2016, the FAA granted us our commercial space launch license with a limited number of verification and validation steps that we must complete before we can include future astronauts on our spaceflights. While we are in the process of completing those steps, which includes submission to the FAA of final integrated vehicle performance results conducted in an operational flight environment, delays in FAA action allowing us to conduct spaceflights with future astronauts on board imposed by the agency could adversely affect our ability to operate our business and our financial results.

Additionally, the FAA and other state government agencies also enforce informed consent and cross-waiver requirements for spaceflight participants and have the authority to regulate training and medical requirements for crew. Certain related federal and state laws provide for indemnification or immunity in the event of certain losses. However, this indemnification is subject to limits, and money to be used for indemnification under federal laws is still subject to appropriation by Congress. Furthermore, no such claim regarding the immunity provided by these informed consent provisions has been brought in New Mexico or in federal courts, and we are unable to determine whether the protections provided by applicable laws or regulations would be upheld by U.S. or foreign courts.

Moreover, regulation of our industry is still evolving, and new or different laws or regulations could affect our operations, increase direct compliance costs for us or cause any third-party suppliers or contractors to raise the prices they charge us because of increased compliance costs. For example, the FAA has an open notice of proposed rulemaking relating to commercial space launches, which could affect us and our operations. Application of these laws to our business may negatively impact our performance in various ways, limiting the collaborations we may pursue, further regulating the export and re-export of our products, services, and technology from the United States and abroad, and increasing our costs and the time necessary to obtain required authorization. The adoption of a multi-layered regulatory approach to any one of the laws or regulations to which we are or may become subject, particularly where the layers are in conflict, could require alteration of our manufacturing processes or operational parameters which may adversely impact our business. Potential conflicts between U.S. policy and international law defining the altitude above the earth’s surface where “space” begins and defining the status of, and obligations toward, spaceflight participants could introduce an additional level of legal and commercial complexity. We may not be in complete compliance with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that we are not.

We are subject to stringent U.S. export and import control laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation.

Our business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations. We are required to import and export our products, software, technology and services, as well as run our operations in the United States, in full compliance with such laws and regulations, which include the U.S. Export Administration Regulations, ITAR, and economic sanctions administered by the Treasury Department’s Office of Foreign Assets Controls. Similar laws that impact our business exist in other jurisdictions. These foreign trade controls prohibit, restrict, or regulate our ability to, directly or indirectly, export, deemed export, re-export, deemed re-export or transfer certain hardware, technical data, technology, software, or services to certain countries and territories, entities, and individuals, and for end uses. If we are found to be in violation of these laws and regulations, it could result in civil and criminal liabilities, monetary and non-monetary penalties, the loss of export or import privileges, debarment and reputational harm.

Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our spaceflight business. The authorization requirements include the need to get permission to release controlled technology to foreign person employees and other foreign persons. Changes in U.S. foreign trade control laws and regulations, or reclassifications of our products or technologies, may restrict our operations. The inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned. Any changes in the export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. Given the great discretion the government has in issuing or denying such authorizations to advance U.S. national security and foreign policy interests, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

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Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.

We collect, store, process, and use personal information and other customer data, including medical information, and we rely in part on third parties that are not directly under our control to manage certain of these operations and to collect, store, process and use payment information. Due to the volume and sensitivity of the personal information and data we and these third parties manage and expect to manage in the future, as well as the nature of our customer base, the security features of our information systems are critical. A variety of federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of this information. Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. For example, in January 2020, the California Consumer Privacy Act (“CCPA”) took effect, which provides new data privacy rights for consumers in California and new operational requirements for companies doing business in California. Compliance with the new obligations imposed by the CCPA depends in part on how particular regulators interpret and apply them. If we fail to comply with the CCPA or if regulators assert that we have failed to comply with the CCPA, we may be subject to certain fines or other penalties.

We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information security in many jurisdictions, including the European e-Privacy Regulation, which is currently in draft form. We cannot yet determine the impact such future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly. For instance, expanding definitions and interpretations of what constitutes “personal data” (or the equivalent) within the United States, the European Economic Area (the "EEA") and elsewhere may increase our compliance costs and legal liability.

As we have expanded our international presence, we are also subject to additional privacy rules, many of which, such as the European Union’s General Data Protection Regulation (the “GDPR”) and national laws supplementing the GDPR, such as in the United Kingdom, are significantly more stringent than those currently enforced in the United States. The law requires companies to meet stringent requirements regarding the handling of personal data of individuals located in the EEA. These more stringent requirements include expanded disclosures to inform future astronauts about how we may use their personal data through external privacy notices, increased controls on profiling future astronauts and increased rights for data subjects (including future astronauts and employees) to access, control and delete their personal data. In addition, there are mandatory data breach notification requirements. The law also includes significant penalties for non-compliance, which may result in monetary penalties of up to the higher of €20.0 million or 4% of a group’s worldwide turnover for the preceding financial year for the most serious violations. The GDPR and other similar regulations require companies to give specific types of notice and informed consent is required for the placement of a cookie or similar technologies on a user’s device for online tracking for behavioral advertising and other purposes and for direct electronic marketing, and the GDPR also imposes additional conditions in order to satisfy such consent, such as a prohibition on pre-checked tick boxes and bundled consents, thereby requiring future astronauts to affirmatively consent for a given purpose through separate tick boxes or other affirmative action.

A significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities or others or other penalties or liabilities or require us to change our operations and/or cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement or payment companies about the incident and may need to provide some form of remedy, such as refunds, for the individuals affected by the incident.

~~Failures in, or incidents involving, our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations.~~

If our data and network infrastructure were to fail, or if we were to suffer an interruption or degradation of services in our data center, third-party cloud, and other infrastructure environments, we could lose important manufacturing and technical data, which could harm our business. Our facilities, as well as the facilities of third-parties that maintain or have access to our data or network infrastructure, are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cybersecurity attacks, terrorist attacks, power losses, telecommunications failures and similar events. In the event that our or any third-party provider’s systems or service abilities are hindered by any of the events discussed above, our ability to operate may be

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impaired. A decision to close facilities without adequate notice, or other unanticipated problems, could adversely impact our operations. Any of the aforementioned risks may be augmented if our or any third-party provider’s business continuity and disaster recovery plans prove to be inadequate. Our data center, third-party cloud, and managed service provider infrastructure also could be subject to break-ins, cyber attacks, sabotage, intentional acts of vandalism and other misconduct, from a spectrum of actors ranging in sophistication from threats common to most industries to more advanced and persistent, highly organized adversaries. Any security breach, including personal data breaches, or incident, including cybersecurity incidents, that we experience could result in unauthorized access to, misuse of or unauthorized acquisition of our internal sensitive corporate data, such as financial data, intellectual property, or data related to contracts with commercial or government customers or partners, as well as our future astronauts’ data. Such unauthorized access, misuse, acquisition, or modification of sensitive data may result in data loss, corruption or alteration, interruptions in our operations or damage to our computer hardware or systems or those of our employees, customers and future astronauts. We have been the target of cyber attacks involving the unauthorized breach or attempted breach of our systems, and although we have taken and continue to take steps to enhance our cybersecurity posture, we cannot assure that future cyber incidents will not occur or that our systems will not be targeted or breached in the future. Moreover, negative publicity arising from these types of disruptions could damage our reputation. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. Significant unavailability of our services due to attacks could cause users to cease using our services and materially and adversely affect our business, prospects, financial condition and results of operations.

We use complex proprietary software in our technology infrastructure, which we seek to continually update and improve. Replacing such systems is often time-consuming and expensive, and can also be intrusive to daily business operations. Further, we may not always be successful in executing these upgrades and improvements, which may occasionally result in a failure of our systems. We may experience periodic system interruptions from time to time. Any slowdown or failure of our underlying technology infrastructure could harm our business, reputation and ability to acquire and serve our future astronauts, which could materially adversely affect our results of operations. Our disaster recovery plan or those of our third-party providers may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including pilots, manufacturing and quality assurance, engineering, design, finance, marketing, sales and support personnel. Our senior management team has extensive experience in the aerospace industry, and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations.

Competition for qualified highly skilled personnel can be strong, and we can provide no assurance that we will be successful in attracting or retaining such personnel now or in the future. We have not yet started commercial spaceflight operations, and our estimates of the required team size to support our estimated flight rates may require increases in staffing levels that may require significant capital expenditure. Further, any inability to recruit, develop and retain qualified employees may result in high employee turnover and may force us to pay significantly higher wages, which may harm our profitability. Additionally, we do not carry key man insurance for any of our management executives, and the loss of any key employee or our inability to recruit, develop and retain these individuals as needed, could have a material adverse effect on our business, financial condition and results of operations.

~~Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.~~

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our

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~~indebtedness. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.~~

We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our primary facilities, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to many hazards and operational risks inherent to our business, including general business risks, product liability and damage to third parties, our infrastructure or properties that may be caused by fires, floods and other natural disasters, power losses, telecommunications failures, terrorist attacks, human errors and similar events. Additionally, our manufacturing operations are hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to our employees or third parties.

Moreover, our commercial spaceflight operations were recently moved to operate entirely out of a single facility, Spaceport America, in New Mexico, and our manufacturing operations are based in Mojave, California. Any significant interruption due to any of the above hazards and operational to the manufacturing or operation of our spaceflight systems at one of our primary facilities, including from weather conditions, growth constraints, performance by third-party providers (such as electric, utility or telecommunications providers), failure to properly handle and use hazardous materials, failure of computer systems, power supplies, fuel supplies, infrastructure damage, disagreements with the owners of the land on which our facilities are located, or damage sustained to our runway could result in manufacturing delays or the delay or cancellation of our spaceflights and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

In addition, Spaceport America is run by a state agency, the New Mexico Spaceport Authority, and there may be delays or impacts to operations due to considerations unique to doing business with a government agency. For example, governmental agencies often have an extended approval process for service contracts, which may result in delays or limit the timely operation of our Spaceport America facilities.

Moreover, our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. In addition, passenger insurance may not be accepted or may be prohibitive to procure. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition and results of operations.

~~Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business and flight schedule.~~

The occurrence of one or more natural disasters such as tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events in certain regions where our facilities are located, or where our third-party contractors’ and suppliers’ facilities are located, could adversely affect our business. Natural disasters including tornados, hurricanes, floods and earthquakes may damage our facilities or those of our suppliers, which could have a material adverse effect on our business, financial condition and results of operations. Severe weather, such as rainfall, snowfall or extreme temperatures, may impact the ability for spaceflight to occur as planned, resulting in additional expense to reschedule the operation and customer travel plans, thereby reducing our sales and profitability. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our domestic or foreign suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation costs. These events also could cause or act to prolong an economic recession or depression in the United States or abroad, such as the current business disruption and related financial impact resulting from the global COVID-19 health crisis. To the extent these events also impact one or more of our suppliers or contractors or result in the closure of any of their facilities or our facilities, we may be unable to maintain spaceflight schedules, provide other support functions to our astronaut experience or fulfill our other contracts. In addition, the disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could adversely impact our commercial spaceflight operations.

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We have identified two material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2019 and 2018, we identified two material weaknesses in our internal control over financial reporting. 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. The first material weakness is related to the lack of a sufficient number of personnel to execute, review and approve all aspects of the financial statement close and reporting process. This material weakness may not allow for us to have proper segregation of duties and the ability to close our books and records and report our results, including required disclosures, on a timely basis. The second material weakness arises from the need to augment our information technology and application controls.

We are in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the material weaknesses, primarily by implementing additional review procedures within our accounting and finance department, hiring additional staff, designing and implementing information technology and application controls in our financially significant systems, and, if appropriate, engaging external accounting experts to supplement our internal resources in our computation and review processes. While we are designing and implementing measures to remediate the material weaknesses, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that these measures will remediate either of the deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.

As a public company, we are generally required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for each Annual Report on Form 10-K to be filed with the SEC, starting with our annual report for the year ending December 31, 2020. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Beginning with our Annual Report on Form 10-K for the year ending December 31, 2020, our independent registered public accounting firm will also be required to attest to the effectiveness of our internal control over financial reporting. We are required to disclose changes made in our internal control and procedures on a quarterly basis. To comply with the requirements of being a public company, we are undertaking, and expect to undertake, various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the New York Stock Exchange (the "NYSE") or other regulatory authorities, which would require additional financial and management resources.

Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including:

•~~the number of flights we schedule for a period, the number of seats we are able to sell in any given spaceflight and the price at which we sell them;~~

•~~unexpected weather patterns, maintenance issues, natural disasters or other events that force us to cancel or reschedule flights;~~

•~~the cost of raw materials or supplied components critical for the manufacture and operation of our spaceflight system;~~

•~~the timing and cost of, and level of investment in, research and development relating to our technologies and our current or future facilities;~~

•~~developments involving our competitors;~~

•~~changes in governmental regulations or in the status of our regulatory approvals or applications;~~

•~~future accounting pronouncements or changes in our accounting policies;~~

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•~~the impact of epidemics or pandemics, including current business disruption and related financial impact resulting from the global COVID-19 health crisis; and~~

•~~general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.~~

The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

~~The historical financial results of our financial information included elsewhere in this report may not be indicative of what our actual financial position or results of operations would have been.~~

The historical financial results included in this report for our company prior to the Virgin Galactic Business Combination do not necessarily reflect the financial condition, results of operations or cash flows we would have achieved as a standalone company during the periods presented or that we will achieve in the future. This is primarily the result of the following factors:

•the VG Companies’ historical financial results reflect charges for certain support functions that are now provided to us under the transition services agreements that we entered into in connection with the Virgin Galactic Business Combination;

•the VG Companies’ historical financial results reflect charges for the use of certain intellectual property licensed from Virgin under a prior trademark license agreement, which was replaced with the Amended TMLA in connection with the Virgin Galactic Business Combination;

•we have only recently started incurring, and will continue to incur, additional ongoing costs as a result of the Virgin Galactic Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and

•~~our capital structure is different from that reflected in the historical financial statements prior to the Virgin Galactic Business Combination.~~

~~We may become involved in litigation that may materially adversely affect us.~~

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

~~We are subject to environmental regulation and may incur substantial costs.~~

We are subject to federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, greenhouse gases and the management of hazardous substances, oils and waste materials. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property. Under federal law, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Compliance with

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environmental laws and regulations can require significant expenditures. In addition, we could incur costs to comply with such current or future laws and regulations, the violation of which could lead to substantial fines and penalties.

We may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred in connection with any contamination at our current and former properties without regard to whether we knew of or caused the presence of the contaminants. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of waste directly attributable to us. Even if more than one person may have been responsible for the contamination, each person covered by these environmental laws may be held responsible for all of the clean-up costs incurred. Environmental liabilities could arise and have a material adverse effect on our financial condition and performance. We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital expenditures or otherwise materially adversely affect its operations, operating costs, or competitive position.

~~Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.~~

We will be subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the United States, may be subject to change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. In addition, we may be subject to income tax audits by various tax jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations.

~~Risks Related to Our Ownership Structure~~

We are a controlled company within the meaning of the NYSE rules, and, as a result, qualify for exemptions from certain corporate governance requirements that provide protection to stockholders of other companies. To the extent we utilize any of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

As of April 29, 2020, Vieco 10, SCH Sponsor Corp. (the “Sponsor”) and the chairman of our board of directors, Chamath Palihapitiya, collectively control more than 50% of our common stock and, on account of the voting agreement between those holders included in the stockholders’ agreement entered in connection with the consummation of the Virgin Galactic Business Combination (the “Stockholders' Agreement”), we are considered a “controlled company” for the purposes of NYSE rules and corporate governance standards. As a controlled company, we are exempt from certain NYSE corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the board of directors by the independent members of the board of directors. While we are not currently relying on any of these exemptions, we will be entitled to do so for as long as we are considered a “controlled company,” and to the extent we rely on one or more of these exemptions, holders of our common stock will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Vieco 10 and the other stockholders that are party to the Stockholders’ Agreement have the ability to control the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders from influencing significant decisions.

Pursuant to the terms of the Stockholders’ Agreement, we are required to take all necessary action to cause the specified designees of Vieco 10 and Mr. Palihapitiya to be nominated to serve on our board of directors, and each of the holders that is party to the Stockholders’ Agreement is required, among other things, to vote all of our securities held by such party in a manner necessary to elect the individuals designated by such holders. For so long as these parties hold a majority of our common stock, they will be able to control the composition of our board of directors, which in turn will be able to control all matters affecting us, subject to the terms of the Stockholders’ Agreement, including:

•any determination with respect to our business direction and policies, including the appointment and removal of officers and, in the event of a vacancy on our board of directors, additional or replacement directors;

•~~any determinations with respect to mergers, business combinations or disposition of assets;~~

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•~~determination of our management policies;~~

•~~our financing policy;~~

•~~our compensation and benefit programs and other human resources policy decisions; and~~

•~~the payment of dividends on our common stock.~~

Additionally, as of March 31, 2020, Vieco 10 individually controlled shares representing majority of our total outstanding shares of common stock. Even if Vieco 10 were to control less than a majority of our total outstanding shares of common stock, it will be able to influence the outcome of corporate actions so long as it owns a significant portion of our total outstanding shares of common stock. Specifically, under the terms of the Stockholders’ Agreement, for so long as Vieco 10 continues to beneficially own at least 25% of the shares of our common stock it beneficially owned upon completion of the Virgin Galactic Business Combination, Vieco 10’s consent is required for, among other things:

•~~any non-ordinary course sales of our assets having a fair market value of at least $10.0 million;~~

•~~any acquisition of an entity, or the business or assets of any other entity, having a fair market value of at least $10.0 million;~~

•~~certain non-ordinary course investments having a fair market value of at least $10.0 million;~~

•~~any increase or decrease in the size of our board of directors;~~

•~~any payment by us of dividends or distributions to our stockholders or repurchases of stock by us, subject to certain limited exceptions; or~~

•~~incurrence of certain indebtedness.~~

Furthermore, Vieco 10’s consent is also required for the following, among other things, for so long as Vieco 10 continues to beneficially own at least 10% of the shares of our common stock it beneficially owned upon completion of the Virgin Galactic Business Combination:

•~~any sale, merger, business combination or similar transaction to which we are a party;~~

•~~any amendment, modification or waiver of any provision of our certificate of incorporation or bylaws;~~

•~~any liquidation, dissolution, winding-up or causing any voluntary bankruptcy or related actions with respect to us; or~~

•any issuance or sale of any shares of our capital stock or securities convertible into or exercisable for any shares of our capital stock in excess of 5% of our then-issued and outstanding shares, other than issuances of shares of capital stock upon the exercise of options to purchase shares of our capital stock.

Because the interests of these stockholders may differ from our interests or the interests of our other stockholders, actions that these stockholders take with respect to us may not be favorable to us or our other stockholders.

Delaware law and our organizational documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our certificate of incorporation and bylaws and Delaware law contain certain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of our common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our board of directors or taking other corporate actions, including effecting changes in our management. Among other things, our certificate of incorporation and bylaws include provisions regarding:

•the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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•subject to the terms of the Stockholders’ Agreement, our board of directors has the exclusive right to expand the size of the board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which will prevent stockholders from being able to fill vacancies on the board of directors;

•once we no longer qualify as a “controlled company” under the listing standards of the NYSE, our stockholders will not be able to act by written consent, which will force stockholder action to be taken at an annual or special meeting of stockholders;

•~~the prohibition of cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;~~

•~~the limitation of the liability of, and the indemnification of, our directors and officers;~~

•the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

•advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and

•expansive negative consent rights for Vieco 10, which provide that as long as Vieco 10 maintains certain ownership thresholds to appoint a director under the Stockholders’ Agreement, the written consent of Vieco 10 is required to enter into certain business combinations or related transactions.

~~These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our board of directors or management.~~

The provisions of our certificate of incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our certificate of incorporation provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim against us or any of our directors, officers, stockholders, employees or agents arising out of or related to any provision of the General Corporation Law of the State of Delaware or our certificate of incorporation or bylaws or (iv) any action asserting a claim against us or any of our directors, officers, stockholders, employees~~or agents governed by the internal affairs doctrine; provided, however,~~that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Notwithstanding the foregoing, our certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction.

These provisions may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in the certificate of incorporation to be inapplicable or unenforceable in such action.

Our certificate of incorporation limits liability of Vieco US and Mr. Palihapitiya and their respective affiliates’ liability, including Vieco 10, to us for breach of fiduciary duty and could also prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

Our certificate of incorporation provides that, to the fullest extent permitted by law, and other than corporate opportunities that are expressly presented to one of our directors in his or her capacity as such, Vieco US and its respective

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~~affiliates (including Vieco 10) and Mr. Palihapitiya and his respective affiliates (but in each case, other than us and our officers and employees):~~

•will not have any fiduciary duty to refrain from engaging in the same or similar business activities or lines of business as us, even if the opportunity is one that we might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so;

•~~will have no duty to communicate or offer such business opportunity to us; and~~

•will not be liable to us for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such exempted person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to us.

~~Risks Related to Our Securities and Being a Public Company~~

~~Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well.~~

Subject to certain exceptions, pursuant to the registration rights agreement entered in connection with the consummation of the Virgin Galactic Business Combination (the “Registration Rights Agreement”), Vieco 10 is contractually restricted for the first two years following the Virgin Galactic Business Combination from selling or transferring more than 50% of the shares of common stock it received in connection with the Virgin Galactic Business Combination, and the Sponsor is contractually restricted for the first two years following the Virgin Galactic Business Combination from selling or transferring any of the shares of common stock held by it after the Virgin Galactic Business Combination. However, following the expiration of such lockup, neither Vieco 10 nor the Sponsor will be restricted from selling shares of our common stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

As restrictions on resale end and registration statements for the sale of the shares held by the parties to the Registration Rights Agreement are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our common stock, or decreasing the market price itself. In May 2020, and as required under the Registration Rights Agreement, we filed a registration statement relating to the potential future resale from time to time by certain stockholders, including Vieco 10, the Sponsor and Mr. Palihapitiya, of the shares of our common stock they own.

~~The trading price of our common stock may be volatile.~~

~~The trading price of our common stock may fluctuate due to a variety of factors, including:~~

•~~changes in the industries in which we operate;~~

•~~the number of flights we schedule for a period, the number of seats we are able to sell in any given spaceflight and the price at which we sell them;~~

•~~developments involving our competitors;~~

•~~unexpected weather patterns, maintenance issues, natural disasters or other events that force us to cancel or reschedule flights;~~

•~~variations in our operating performance and the performance of our competitors in general;~~

•~~actual or anticipated fluctuations in our quarterly or annual operating results;~~

•~~publication of research reports by securities analysts about us, our competitors or our industry;~~

•~~the public’s reaction to our press releases, public announcements and filings with the SEC;~~

•~~additions and departures of key personnel;~~

•~~changes in laws and regulations affecting our business;~~

•~~commencement of, or involvement in, litigation involving us;~~

•~~changes in our capital structure, such as future issuances of securities or the incurrence of debt;~~

~~Table of Contents~~

•~~investors mistaking developments involving other companies, including Virgin-branded companies, as involving us and our business;~~

•~~the volume of shares of our common stock available for public sale; and~~

•general economic and political conditions such as the COVID-19 global health crisis or other pandemics or epidemics, recessions, interest rates, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

~~These market and industry factors may materially reduce the market price of our common stock regardless of our operating performance.~~

~~The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.~~

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, we are incurring, and will continue to incur significant legal, accounting and other expenses that the VG Companies did not previously incur. Our management team and many of our other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

Additionally, we lost our status as an “emerging growth company” and a “smaller reporting company” under federal securities laws as of December 31, 2019, meaning that we can no longer utilize the exemptions and reduced disclosure requirements available to such companies.

~~An active trading market for our common stock may not be maintained.~~

We can provide no assurance that we will be able to maintain an active trading market for our common stock on the NYSE or any other exchange in the future. If an active market for our common stock is not maintained, or if we fail to satisfy the continued listing standards of the NYSE for any reason and our securities are delisted, it may be difficult for our security holders to sell their securities without depressing the market price for the securities or at all. An inactive trading market may also impair our ability to both raise capital by selling shares of common stock and acquire other complementary products, technologies or businesses by using our shares of common stock as consideration.

~~Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.~~

The trading market for our common stock is influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts, and the analysts who publish information about our common stock may have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

~~We do not intend to pay cash dividends for the foreseeable future.~~

We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in the Stockholders’ Agreement and future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.

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

On April 30, 2020, as a precautionary measure during this phase of COVID-19 national mobilization and recovery, our executive officers, including our named executive officers, voluntarily agreed to a temporary reduction in their annual base salaries. The annual base salary that may be earned for the period from May 11, 2020 through June 30, 2020 for George Whitesides (Chief Executive Officer) will be reduced by 20%, and for each of Jonathan Campagna (Chief Financial Officer), Michael Moses (President, VG, LLC) and Enrico Palermo (Chief Operating Officer, and President, TSC, LLC) will be reduced by 10%.Additionally, for the same reason described herein, each member of our board of directors who is eligible to receive compensation for services on the board and the committees thereof voluntarily agreed to a 20% reduction of his or her non-employee director cash compensation that may be earned for the period from May 11, 2020 through June 30, 2020.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⁽²⁾
Agreement and Plan of Merger, dated July 9, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc. and Virgin Galactic Holdings, LLC
8-K/A 001-38202 2.1 07/11/2019
2.1(a)⁽²⁾
Amendment No. 1 to Agreement and Plan of Merger, dated October 2, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc., Virgin Galactic Holdings, LLC and Vieco USA, Inc.
S-4 333-233098 2.1(a) 10/03/2019
3.1
Certificate of Incorporation of the Registrant
8-K 001-38202 3.1 10/29/2019
3.2
By-Laws of the Registrant
8-K 001-38202 3.2 10/29/2019
4.1
Specimen Common Stock Certificate of the Registrant
8-K 001-38202 4.2 10/29/2019
10.1⁽¹⁾⁽³⁾
Amended and Restated Employment Agreement, dated January 13, 2020, by and among the Registrant, TSC, LLC, Virgin Galactic Holdings, LLC and Enrico Palermo
S-1/A 333-234770 10.6 2/14/2020
10.2
Joinder to Stockholders' Agreement dated March 16, 2020, by and between Vieco 10 Limited and the Registrant
S-1 333-237961 10.9(a) 5/1/20
10.3
Joinder to Amended and Restated Registration Rights Agreement, dated March 16, 2020, by and between Vieco 10 Limited and the Registrant.
S-1 333-237961 10.10(a) 5/1/20
10.4
Amended and Restated Non-Employee Director Compensation Program
*

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/Furnished Herewith

2.1(1)

Agreement and Plan of Merger, dated July 9, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc. and Virgin Galactic Holdings, LLC

8-K/A

001-38202

2.1

07/11/2019

2.1(a)(1)

Amendment No. 1 to Agreement and Plan of Merger, dated October 2, 2019, by and among the Registrant, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc., Virgin Galactic Holdings, LLC and Vieco USA, Inc.

S-4

333-233098

2.1(a)

10/03/2019

3.1

Certificate of Incorporation of the Registrant

8-K

001-38202

3.1

10/29/2019

3.2

By-Laws of the Registrant

8-K

001-38202

3.2

10/29/2019

4.1

Specimen Common Stock Certificate of the Registrant

8-K

001-38202

4.2

10/29/2019

10.1

Joinder to Stockholders' Agreement dated July 30, 2020, by and Virgin Investments Limited, Aabar Space, Inc. and the Registrant

8-K

001-38202

99.1

07/31/2020

10.2

Joinder to Amended and Restated Registration Rights Agreement, dated July 30, 2020, by and among Virgin Investments Limited, Aabar Space, Inc. and the Registrant.

8-K

001-38202

99.2

07/31/2020

31.1

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

5842

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/Furnished Herewith

~~31.1~~

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

31.2

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

32.1

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

32.2

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

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

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⁾~~Indicates management contract or compensatory plan.~~

⁽²⁾ 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.

⁽³⁾~~An attachment to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information~~

~~contained therein is not material and is not otherwise publicly disclosed. The Registrant will furnish supplementally a copy of the attachment to the SEC or its staff upon request.~~

5943

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Signatures

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


	Virgin Galactic Holdings, Inc.

Date: November 5, 2020		/s/ Michael Colglazier
	Name:	Michael Colglazier
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: ~~May 5, 2020~~		~~/s/ George Whitesides~~
	~~Name:~~	~~George Whitesides~~
	~~Title:~~	~~President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~

~~Date: May~~November 5, 2020		/s/ Jonathan Campagna
	Name:	Jonathan Campagna
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)


	For the Three Months Ended March 31,
	2020		2019
	(In thousands)
Stock option expense
Selling, General & Administrative	$	2,064	$	—
Research and Development	1,040		—
	3,104		$	—
RSUs expense
Selling, General & Administrative	806		—
Research and Development	515		—
Total stock-based compensation	1,321		—
	$	4,425	$	—


	Three-Months Ended March 31,
	2020		2019
	(in thousands)
Supplemental disclosure
Cash payments for:
Income tax paid	$	(46)	$	25
	$	(46)	$	25

Schedule for noncash investing activities
Unpaid property, plant, and equipment received	$	1,091	$	622
	$	1,091	$	622

Schedule for noncash financing activities
Issuance of common stocks through "cashless" warrants exercised	$	341,001	$	—
	$	341,001	$	—