Virgin Orbit Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Net Loss Per Share

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

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


	Years Ended December 31,
	2022		2021		2020(1)

	(In thousands, except for per share data)
Basic and diluted:
Net loss	$	(191,158)	$	(157,291)	$	(121,652)
Weighted average common shares outstanding	335,586,934		287,527,234		244,163,821
Basic and diluted net loss per share	$	(0.57)	$	(0.55)	$	(0.50)

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(1) For 2020, the weighted average common shares outstanding includes the Virgin Orbit options prior to the Closing.

Earnings per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization. Subsequent to the Closing, net loss per share is calculated based on the weighted average number of common stock then outstanding.

Basic and dilutive net loss per share is computed by dividing the net loss for the period by the weighted average number of common stock outstanding during the period. Basic and diluted net loss per share attributable to common stockholders are presented in conformity with the two-class method required for participating securities. The 1,319,980 Sponsor Earnback Shares are securities that do not contractually entitle the holders of such shares to participate in nonforfeitable dividends and do not contractually obligate the holders of such shares to participate in losses. The consolidated statements of operations and comprehensive loss reflects a net loss for the period presented and, accordingly, no loss amounts have been allocated to the Sponsor Earnback Shares. The Sponsor Earnback Shares have also been excluded from basic and diluted net loss per share attributable to common stockholders as such shares of Virgin Orbit common stock are contingently recallable until the Sponsor Earnback Shares are no longer subject to transfer restrictions and contingent forfeiture provisions upon the satisfaction of the earnback triggering events.

As of December 31, 2022 and December 31, 2021, the Company has excluded the potential effect of shares of warrants, Virgin Orbit options outstanding, and Convertible Notes in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred.


	Years Ended December 31,
	2022	2021

Virgin Orbit options outstanding	12,038,930	10,704,645
Virgin Orbit restricted stock units outstanding	3,837,290	—	—
Private placement warrants(1)	6,742,927	6,742,927
Public warrants	7,651,891	7,651,891
Third-Party PIPE Investor warrant	500,000	500,000
Shares related to Convertible Notes	23,513,514	—

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(1)The 1,015,190 Sponsor Earnback Warrants are excluded as the underlying shares are contingently recallable until the Sponsor Earnback Warrants are no longer subject to transfer restrictions and contingent forfeiture provisions upon the satisfaction of the earnback triggering events.