Intuitive Machines, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001844452-25-000054
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001628280-25-052039
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 179 previous paragraphs and 186 current paragraphs.
120 unchanged; 48 reworded; 18 added; 9 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
Purchase Agreement - Lanteris Space Systems
Current report
On November 3, 2025, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), to acquire Lanteris Space Holdings LLC (“Lanteris”) from Advent International LLC. Formerly Maxar Space Systems, Lanteris is a leading satellite manufacturer and provider for space exploration with a record of delivering mission success across national security, commercial and civil space. Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions therein, the Company will purchase from Advent 100% of the issued and outstanding membership interests of Lanteris. The aggregate consideration for the acquisition is $800 million, consisting of $450 million in cash and $350 million in the Company’s Class A Common Stock, subject to adjustments as set forth in the Purchase Agreement. In alignment with the Company’s vision, the acquisition of Lanteris positions it as a vertically integrated, next generation space prime that can design, manufacture, deliver, and operate missions from earth orbit to the Moon, Mars, and beyond.
Current report
The transaction is expected to close in the first quarter of 2026, subject to customary regulatory approvals and closing conditions.
Current report
On September 30, 2025, the continuing resolution allowing U.S. government departments and agencies to operate through the end of the government fiscal year expired and the U.S. government shut down. As a result of the U.S. government shutdown, our business, program performance and results of operations may be impacted by the disruptions to federal government offices, workers, and operations, including risks relating to the funding of certain programs, stop work orders, delay in contract awards, new program starts, payments for work performed, and other actions. We may also experience similar impacts in the event of a series of short-term continuing resolutions rather than full-year fiscal year 2026 appropriations. Generally, the significance of these impacts will primarily be based on the length of the shutdown and timing of passage of a new continuing resolutions or a full budget.
Current report
Service revenue
Current report
Grant revenue
Current report
From time to time, the Company may be awarded government grants. Government grants or awards are initially recognized when there is reasonable assurance the conditions of the grant or award will be met and the grant or award will be received. After initial recognition, government grants or awards are recognized as income under revenue within the statement of operations on a systematic basis in a manner consistent with the manner in which the Company recognizes the underlying costs included in the cost of revenue within the statement of operations for which the grant or award is intended to compensate.
Current report
Interest income
Current report
Interest expense
Current report
Interest expense is primarily incurred on the Convertible Notes as discussed in Note 6 - Debt, in addition to interest expense on our finance leases.
Current report
Loss on issuance of securities
Current report
Revenues
Current report
Comparison of nine months ended September 30, 2025 and 2024
Current report
Comparison of nine months ended September 30, 2025 and 2024
Current report
On August 18, 2025, the Company issued $345.0 million aggregate principal amount of 2.500% convertible senior notes due 2030 (the “Convertible Notes”). The Convertible Notes are general, unsecured obligations of the Company and bear interest at a fixed rate of 2.500% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Convertible Notes will mature on October 1, 2030, unless earlier converted, redeemed, or repurchased. The net proceeds of the Convertible Notes were $334.6 million after deducting the initial purchasers’ discount and commissions and the offering expenses payable by the Company and we used approximately $36.8 million of the net proceeds to pay the cost of the capped call transactions (as defined in Note 6). For further information on the Convertible Notes, refer to Note 6 - Debt.
Current report
On November 3, 2025, the Company entered into a definitive agreement to acquire 100% of the issued and outstanding membership interests of Lanteris Space Systems, formerly Maxar Space Systems, a spacecraft manufacturer, from Advent International LLC. The aggregate consideration for the acquisition is $800 million, consisting of $450 million in cash and $350 million in the Company’s Class A Common Stock, subject to adjustments. The transaction is expected to close in the first quarter of 2026, subject to customary regulatory approvals and closing conditions. See Note 17 - Subsequent Events for additional information on this acquisition.
Current report
Tax Receivable Agreement
Removed paragraphs (9)
Previous report
Texas Space Commission Grant Agreement
Previous report
In April 2025, the Texas Space Commission (“TSC”) selected Intuitive Machines for a grant up to $10.0 million from the Space Exploration and Research Fund. This funding supports the development of an Earth reentry vehicle and orbital fabrication lab designed to enable microgravity biomanufacturing and is intended to serve as a critical risk-reduction platform for the Company’s future lunar sample return missions.
Previous report
Revenue
Previous report
Interest income, net
Previous report
Gain (loss) on issuance of securities
Previous report
Revenue
Previous report
Comparison ofsix months ended June 30, 2025 and 2024
Previous report
Comparison ofsix months ended June 30, 2025 and 2024
Previous report
Stifel Loan Agreement
Reworded paragraphs (48)
Previous wording
We operate under three core pillars which we believe are required to develop cislunar and deep space commerce: delivery services, data transmission services, and infrastructure as a service. Under Accounting Standards Codification (“ASC”) 280 “Segment Reporting,” we concluded that our core pillars operate as one reportable segment. See our Segment Reporting disclosure under Notes 2 and 15 in our condensed consolidated financial statements for further discussion on our reportable segment. Provided below are summarized descriptions of our three core pillars.
Current wording
We operate under three core pillars which we believe are required to develop cislunar and deep space commerce: delivery services, data transmission services, and infrastructure as a service. Under Accounting Standards Codification (“ASC”) 280 “Segment Reporting,” we concluded that our core pillars operate as one reportable segment. See our Segment Reporting disclosure under Notes 2 and 16 in our condensed consolidated financial statements for further discussion on our reportable segment. Provided below are summarized descriptions of our three core pillars.
Previous wording
•Data Transmission Services offerings include the collection, processing, and interpretation of space-based data, utilizing applications, such as, command, control, communications, reconnaissance and prospecting. In September 2024, NASA awarded Intuitive Machines a NSN contract for communication and navigation services for missions in the near space region, which extends from Earth’s surface to beyond the Moon.
Current wording
•Data Transmission Services offerings include the collection, processing, and interpretation of space-based data, utilizing applications, such as, command, control, communications, reconnaissance and prospecting. In September 2024, NASA awarded Intuitive Machines a NSNS contract for communication and navigation services for missions in the near space region, which extends from Earth’s surface to beyond the Moon.
Previous wording
•Infrastructure as a Service delivers space assets performing tasks and making decisions without human intervention that are designed to perform essential functions, such as, navigation, maintenance, scientific data collection, and system health monitoring. During 2024, NASA awarded Intuitive Machines $30.8 million for the LTV contract to support the agency’s Artemis Campaign as a prime contractor, leading the development of the Moon RACER.
Current wording
•Infrastructure as a Service delivers space assets performing tasks and making decisions without human intervention that are designed to perform essential functions, such as, navigation, maintenance, scientific data collection, and system health monitoring. During 2024, NASA awarded Intuitive Machines a LTV contract to support the agency’s Artemis Campaign as a prime contractor, leading the development of the Moon RACER.
Previous wording
On August 6, 2025, we entered into a stock purchase agreement to acquire 100% of the issued and outstanding capital stock of KinetX, Inc (“KinetX”). KinetX is a privately-held, Arizona-based aerospace company with more than 30 years of experience delivering flight-proven, deep space navigation, systems engineering, ground software, and constellation mission design to the U.S. government and international customers. The aggregate base consideration for the acquisition is $30.0 million, payable at closing in a combination of cash and the Company’s Class A common stock. The purchase price is subject to certain working capital and other adjustments as set for in the stock purchase agreement. The closing of the transaction is expected to occur on or before October 1, 2025 and is subject to usual and customary closing conditions.
Current wording
On October 1, 2025, the Company completed the stock purchase agreement to acquire 100% of the issued and outstanding capital stock of KinetX, Inc (“KinetX”). KinetX is a privately-held, Arizona-based aerospace company with more than 30 years of experience delivering flight-proven, deep space navigation, systems engineering, ground software, and constellation mission design to the U.S. government and international customers. The consideration for the acquisition totaled approximately $31.1 million, consisting of the aggregate base consideration of $30.0 million plus $1.1 million for net working capital and other adjustments, and was paid in a combination of $16.1 million cash and 1,434,005 shares of the Company’s Class A Common Stock valued at $15.0 million based on a volume-weighted average price of $10.46.
Previous wording
The acquisition reinforces the Company’s flight dynamics and navigation business line within Intuitive Machines’ Data Transmission Services pillar. Intuitive Machines plans to pair KinetX software and talent with its lunar-proven flight systems, positioning the Company to lead in emerging opportunities like NASA’s Near Space Network Services, the potential for Tracking and Data Relay Satellite System replacement, Mars data relay missions, and commercial operations of legacy Deep Space Network infrastructure.
Current wording
The acquisition reinforces the Company’s flight dynamics and navigation business line within its Data Transmission Services pillar. The Company plans to pair KinetX software and talent with its lunar-proven flight systems, positioning the Company to lead in emerging opportunities like NASA’s Near Space Network Services, the potential for Tracking and Data Relay Satellite System replacement, Mars data relay missions, and commercial operations of legacy Deep Space Network infrastructure.
Previous wording
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. We are currently assessing the OBBBA's impact on our condensed consolidated financial statement, but no material impact to the tax accounts is expected.
Current wording
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. We have assessed the impact of the OBBBA and determined that the impact on our condensed consolidated financial statements is not material.
Previous wording
We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from elevated interest rates, sustained inflation and recession fears, supply chain disruptions, monetary and fiscal policy measures (including future actions or inactions of the United States government related to the “debt-ceiling” or “Department of Government Efficiency” actions), heightened geopolitical tensions (such as the war in Ukraine and Israel), changes to the U.S. federal budget, and the political and regulatory environment (including changes as a result of policy shifts implemented by the current administration)on our business, customers, suppliers and other third parties.
Current wording
We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from elevated interest rates, sustained inflation and recession fears, supply chain disruptions, monetary and fiscal policy measures (including future actions or inactions of the United States government related to the “debt-ceiling” or “Department of Government Efficiency” actions), heightened geopolitical tensions (such as the war in Ukraine and Israel), changes to the U.S. federal budget, current or future government shutdowns, and the political and regulatory environment (including changes as a result of policy shifts implemented by the current administration)on our business, customers, suppliers and other third parties. While rising costs and other inflationary pressures have not had a material impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers.
Previous wording
In the first half of 2025, we observed a significant shift in U.S. trade policy, with increased tariffs and the imposition of new tariffs that could impact our supply chain and our business. While some of these wide-reaching tariffs have been paused, these trade policy decisions are outside of our control and may have consequences for our business. Changes in trade policies, such as new tariffs or increases in tariffs, or reactionary measures including retaliatory tariffs or legal challenges, could have an adverse impact on our business. Even though we primarily sell our products and services to U.S. Government customers and our suppliers are primarily domestic, we have some exposure to imported materials and components. Based on current conditions, we do not expect a material impact on our 2025 results. We will continue to monitor the evolving trade landscape and assess potential implications on our supply chain and business.
Current wording
During 2025, we observed a significant shift in U.S. trade policy, with increased tariffs and the imposition of new tariffs that could impact our supply chain and our business. While some of these wide-reaching tariffs have been paused, these trade policy decisions are outside of our control and may have consequences for our business. Changes in trade policies, such as new tariffs or increases in tariffs, or reactionary measures including retaliatory tariffs or legal challenges, could have an adverse impact on our business. Even though we primarily sell our products and services to U.S. Government customers and our suppliers are primarily domestic, we have some exposure to imported materials and components. Based on current conditions, we do not expect a material impact on our 2025 results. We will continue to monitor the evolving trade landscape and assess potential implications on our supply chain and business.
Previous wording
Our success will partially depend on our ability to expand our lunar mission operations and win government contracts in 2025 and beyond. We completed the first mission in February 2024 and completed our second mission in March 2025. We are working to establish a regular cadence of missions. We believe that this will provide our customers with proven and reliable cislunar access, with which to plan their future manifest. With binding agreements for additional launches as of June 30, 2025, we have $256.9 million in backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog.
Current wording
Our success will partially depend on our ability to expand our lunar mission operations and win government contracts in 2025 and beyond. We completed the first mission in February 2024 and completed our second mission in March 2025. We are working to establish a regular cadence of missions. We believe that this will provide our customers with proven and reliable cislunar access, with which to plan their future manifest. With binding agreements for additional launches as of September 30, 2025, we have $235.9 million in backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog.
Previous wording
Interest expense, net consists of interest income earned on cash and cash equivalents and short-term investment balances held by us in interest bearing time deposit accounts. Interest expense is incurred on long-term debt.
Current wording
Interest income consists of interest income earned on cash and cash equivalent balances held by us in interest-bearing demand deposit accounts, money market funds, and certificates of deposit.
Previous wording
In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has issued warrants which are classified as liabilities on our balance sheet. At each period end, the warrants are remeasured to their fair value with the changes during the period recognized in other income (expense) on our condensed consolidated statement of operations. As of June 30, 2025, only the Bridge Loan Conversion warrants remain outstanding. See Notes 8 and 10 of the condensed consolidated financial statements for additional information on the warrant liabilities.
Current wording
In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has issued warrants which are classified as liabilities on our balance sheet. At each period end, the warrants are remeasured to their fair value with the changes during the period recognized in other income (expense) on our condensed consolidated statement of operations. As of September 30, 2025, only the Bridge Loan Conversion warrants remain outstanding. See Notes 9 and 11 of the condensed consolidated financial statements for additional information on the warrant liabilities.
Previous wording
In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has discussed in Notes 8 and 10 to the condensed consolidated financial statements, the Company issued warrants and recognized a loss on the issuance as the fair value of the securities exceeded the gross proceeds at the issuance date. The Company evaluated the terms of the warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified as a derivative liability, initially measured at fair value. The subsequent changes in fair value are recognized in earnings in other income (expense) on the condensed consolidated statement of operations.
Current wording
In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has discussed in Notes 9 and 11 to the condensed consolidated financial statements, the Company issued warrants and recognized a loss on the issuance as the fair value of the securities exceeded the gross proceeds at the issuance date. The Company evaluated the terms of the warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified as a derivative liability, initially measured at fair value. The subsequent changes in fair value are recognized in earnings in other income (expense) on the condensed consolidated statement of operations.
Previous wording
Redeemable noncontrolling interest represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own. The noncontrolling interest was created as a result of the Business Combination and represented the common units issued by Intuitive Machines, LLC to the prior investors. The Company allocates net income or loss attributable to the noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss attributable to noncontrolling interests is reflected in the condensed consolidated statement of operations. As of June 30, 2025, the financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. and resulted in the allocation of approximately 34.2% of Intuitive Machines, LLC’s net loss to noncontrolling interest.
Current wording
Redeemable noncontrolling interest represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own. The noncontrolling interest was created as a result of the Business Combination and represented the common units issued by Intuitive Machines, LLC to the prior investors. The Company allocates net income or loss attributable to the noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss attributable to noncontrolling interests is reflected in the condensed consolidated statement of operations. As of September 30, 2025, the financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. and resulted in the allocation of approximately 34.1% of Intuitive Machines, LLC’s net loss to noncontrolling interest.
Previous wording
The following table sets forth information regarding our consolidated results of operations for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, and for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current wording
The following table sets forth information regarding our consolidated results of operations for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
Revenue for the three and six months ended June 30, 2025 and 2024 was primarily driven by NASA and other commercial payload contracts associated with our lunar payload missions as well as the OMES III contract where we provide engineering services to the Landsat Servicing mission at the Goddard Space Flight Center in Maryland, the NSN contract for the development of a satellite communications and navigation network, and the LTV contract leading the development of the Moon RACER Lunar Terrain Vehicle.
Current wording
Revenue for the three and nine months ended September 30, 2025 and 2024 was primarily driven by NASA and other commercial payload contracts associated with our lunar payload missions as well as the OMES III contract where we provide engineering services to the Landsat Servicing mission at the Goddard Space Flight Center in Maryland, the NSNS contract for the development of a satellite communications and navigation network, and the LTV contract leading the development of the Moon RACER Lunar Terrain Vehicle.
Previous wording
•The NASA payload contract for the IM-1 mission was awarded in June 2019 and was completed in February 2024. As a result of the successful landing on the lunar surface, previously constrained revenue of approximately $12.3 million as of December 31, 2023 was released and approximately$11.6 million was recognized as revenue during the first quarter of 2024, bringing the total IM-1 mission contract revenue under
Current wording
•The NASA payload contract for the IM-1 mission was awarded in June 2019 and was completed in February 2024. As a result of the successful landing on the lunar surface, previously constrained revenue of approximately $12.3 million as of December 31, 2023 was released and approximately$11.6 million was recognized as revenue during the first quarter of 2024, bringing the total IM-1 mission contract revenue under NASA and other commercial fixed-priced contracts to $132.4 million. As of March 31 2024, the IM-1 mission and all related contracts have been closed out.
Previous wording
•The initial NASA payload contract for the IM-2 mission was awarded in October 2020 and the mission was completed in March 2025, with post-launch services to extend to no later than August 2025. Total IM-2 mission estimated contract revenue under NASA and other commercial fixed-priced contracts was$125.5 million (excluding constrained revenue of$5.7 million) as of June 30, 2025. We expect to close out the remaining customer contracts for this mission in the third quarter of 2025.
Current wording
•The initial NASA payload contract for the IM-2 mission was awarded in October 2020 and the mission was completed in March 2025. During the third quarter of 2025, the post-launch services were completed and the previously constrained revenue of$5.7 million was released and recognized as revenue, bringing the total IM-2 mission contract revenue under NASA and other commercial fixed-priced contracts to$131.2 million. As of September 30 2025, the IM-2 mission and all related contracts have been closed out.
Previous wording
•The initial NASA payload contract for the IM-3 mission was awarded in November 2021 with an initial targeted mission launch date no later than June 2024. Total IM-3 mission estimated revenue under fixed-priced contracts is$93.0 million (excluding constrained revenue of$9.7 million) as of June 30, 2025 as compared to$86.9 million as of June 30, 2024. The increase in total mission estimated contract revenue is primarily due to a third quarter 2024 task order modification with NASA to identify its complement of payloads which extended the IM-3 mission timeline to no later than June 2026. However, as discussed below, we expect to further extend the mission launch window into the second half of 2026.
Current wording
•The initial NASA payload contract for the IM-3 mission was awarded in November 2021 with an initial targeted mission launch date no later than June 2024. Total IM-3 mission estimated revenue under fixed-priced contracts is$91.3 million (excluding constrained revenue of$9.7 million) as of September 30, 2025 as compared to$93.0 million as of September 30, 2024. The IM-3 mission timeline currently runs through June 2026; however, as discussed below, we expect to further extend the mission launch window into the second half of 2026.
Previous wording
•The initial NASA payload contract for the IM-4 mission was awarded in August 2024 with an initial targeted mission launch date no later than August 2028. Total IM-4 mission estimated revenue under fixed-priced contracts is $105.2 million (excluding constrained revenue of $11.7 million) as of June 30, 2025.
Current wording
•The initial NASA payload contract for the IM-4 mission was awarded in August 2024 with an initial targeted mission launch date no later than August 2028, although we expect the mission launch to occur during the second half of 2027. Total IM-4 mission estimated revenue under fixed-priced contracts is $105.2 million (excluding constrained revenue of $11.7 million) as of September 30, 2025.
Previous wording
Total revenue increased by$8.7 million, or 21%, for thethree months ended June 30, 2025 compared to the same period in 2024, primarily driven by overall increases in revenue from CLPS mission contracts of$11.7 million (as further discussed below) and new projects ramping up in 2025, most notably the NSN contract with an increase in revenue of$9.5 million and the LTV contract with an increase in revenue of $3.9 million. Various other engineering services revenue increased by approximately $3.1 million. These increases were partially offset by decreases on the OMES III contract of approximately$19.5 million primarily due to NASA’s cancellation of the OSAM project task orders.
Current wording
Total revenue decreased by$6.0 million, or 10%, for thethree months ended September 30, 2025 compared to the same period in 2024, primarily driven by decreases on the OMES III contract of approximately$17.1 million due to NASA’s cancellation of the OSAM project task ordersand decrease of $9.9 million on LTV contract which was completed during the second quarter of 2025. These decreases were mostly offset by overall increases in revenue from CLPS mission contracts of$13.1 million (as further discussed below) and new projects ramping up in 2025, most notably the NSNS contract with an increase in revenue of$1.8 million and various other engineering services revenue increased by approximately $6.1 million.
Previous wording
For thethree months ended June 30, 2025 compared to the same period in 2024, revenue on the IM-2 mission increased slightly by$0.4 million as the mission was completed in March 2025 and the close-out process is expected to be finalized in the third quarter of 2025. Revenue from the IM-3 mission increased $3.7 million compared to the same period in the prior year and was $0.9 million for the three months ended June 30, 2025 which includes the impact of increases to estimated costs driven by the alignment of the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSNS contract obligations. For the three months ended June 30, 2024, revenue for the IM-3 mission was $(2.8) million and included unfavorable adjustments from task order modifications which extended the mission launch window. The IM-4 mission was awarded in August 2024 and we recognized revenue of$7.6 million during thethree months ended June 30, 2025.
Current wording
For thethree months ended September 30, 2025 compared to the same period in 2024, revenue on the IM-2 mission decreased slightly by$0.4 million as the mission was completed in March 2025 and the close-out process was finalized in the third quarter of 2025. Revenue from the IM-3 mission for the three months ended September 30, 2025 compared to the same period in 2024 was relatively flat with a decrease of approximately $0.1 million. The IM-4 mission was awarded in August 2024 and we recognized revenue of$13.7 million during thethree months ended September 30, 2025 compared to$0.1 million for the same period in 2024.
Previous wording
Total revenue decreased by$2.0 million, or 2%, for the six months ended June 30, 2025 compared to the same period in 2024, primarily driven by the OMES III contract decrease in revenue of$39.6 million due to NASA’s cancellation of the OSAM project task orders. This decrease was partially offset by a net increase in revenue from CLPS mission contracts of$10.2 million (as further discussed below), as well asincreases in revenue related to the LTV contract of$10.9 million, the ramp up of the NSN contract of$12.6 million, and other engineering services revenue of$3.9 million.
Current wording
Total revenue decreased by$8.1 million, or 5%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven by the OMES III contract decrease in revenue of$56.6 million due to NASA’s cancellation of the OSAM project task orders. This decrease was partially offset by a net increase in revenue from CLPS mission contracts of$23.3 million (as further discussed below), as well asincreases in revenue related to the ramp up of the NSNS contract of$14.3 million, the LTV contract of$0.9 million, and various other engineering services of$10.0 million,
Previous wording
The IM-1 mission successfully completed in February 2024 and resulted in the release of approximately $12.3 million of previously constrained revenue during the first quarter of 2024. For the six months ended June 30, 2025 compared to the same period in 2024, revenue on the IM-2 mission increased by$3.1 million as the mission was completed in March 2025 with the mission close-out process expected to be finalized in the third quarter of 2025. Revenue from the IM-3 mission increased to $8.1 million for the six months ended June 30, 2025 as compared to $2.7 million for the same period in 2024, mostly driven by the 2024 unfavorable adjustments from task order modifications which extended the targeted mission launch window. The IM-4 mission which was awarded in August 2024, recognized revenue of$14.0 million during the six months ended June 30, 2025.
Current wording
The IM-1 mission successfully completed in February 2024 and resulted in the release of approximately $12.3 million of previously constrained revenue during the first quarter of 2024. For the nine months ended September 30, 2025 compared to the same period in 2024, revenue on the IM-2 mission increased by$2.6 million as the mission was completed in March 2025 and the mission close-out process was finalized in the third quarter of 2025. Revenue from the IM-3 mission increased by $5.3 million for the nine months ended September 30, 2025 compared to same period in 2024 as activity increases on the IM-3 mission following the close-out of IM-2. The IM-4 mission which was awarded in August 2024, recognized revenue of$27.7 million during the nine months ended September 30, 2025 compared tonil for the same period in 2024.
Previous wording
Total cost of revenue increased by$4.5 million, or 8%, for thethree months ended June 30, 2025 compared to the same period in 2024, primarily driven byoverall cost increases related to the CLPS mission contracts of $13.1 million (as further discussed below), as well as increases on the LTV contract of $3.3 million, the NSN contract of $3.8 million, and other engineering services of $2.6 million. These increases were offset by cost decreases on the OMES III contract of$18.3 million due to NASA’s cancellation of the OSAM project task orders.
Current wording
Total cost of revenue decreased by$7.6 million, or 14%, for thethree months ended September 30, 2025 compared to the same period in 2024, primarily driven bydecreases on the OMES III contract of$15.4 million due to NASA’s cancellation of the OSAM project task orders andthe LTV contract decrease of $8.2 million due to the close-out during the second quarter of 2025, offset by overall cost increases related to the CLPS mission contracts of $7.7 million (as further discussed below), the NSNS contract of $3.8 million, and other engineering services of $4.5 million.
Previous wording
The IM-2 mission cost of revenue decreased to $0.7 million for the three months ended June 30, 2025 from $9.3 million for the same period in 2024, as the mission was completed in March 2025 and the close-out process is expected to be completed during the third quarter of 2025. IM-3 mission cost of revenue increased to $17.4 million for the three months ended June 30, 2025 compared to $7.0 million for the same period in 2024, primarily driven by the 2025 cost adjustments to align the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSNS contract obligations. As of June 30, 2025, the IM-3 contract is in a loss position and the accrued contract loss increased by approximately $18.2 million during the three months ended June 30, 2025 primarily related to the cost adjustments as previously discussed. The IM-4 mission which was awarded in August 2024, incurred cost of revenue of $11.2 million during the three months ended June 30, 2025. During the second quarter of 2025, IM-4 became a loss contract with an accrued contract loss of approximately $2.7 million for the three months ended June 30, 2025.
Current wording
The IM-2 mission cost of revenue decreased by $7.9 million for the three months ended September 30, 2025 compared to the same period in 2024, as the mission was completed in March 2025 and the close-out process was finalized during the third quarter of 2025. IM-3 mission cost of revenue increased to $5.2 million for the three months ended September 30, 2025 compared to $3.8 million for the same period in 2024, as activity picked up on IM-3 following the close-out of IM-2. As of September 30, 2025, the IM-3 contract is in a loss position and the accrued contract loss increased by approximately $1.1 million during the three months ended September 30, 2025. The IM-4 mission which was awarded in August 2024, incurred cost of revenue of $14.2 million during the three months ended September 30, 2025 compared to nil for the same period in 2024. During the second quarter of 2025, IM-4 became a loss contract and the accrued contract loss increased by $0.6 million for the three months ended September 30, 2025.
Previous wording
Total cost of revenue increased slightly by$1.1 million, or 1%, for the six months ended June 30, 2025 compared to the same period in 2024, primarily driven byoverall cost increases related to the mission contracts of $18.4 million (as further discussed below), the LTV contract of $11.0 million, the NSN contract of $5.3 million, and other engineering services cost of revenue of $4.5 million, offset by the OMES III contract cost decrease of $38.1 million due to NASA’s cancellation of the OSAM project.
Current wording
Total cost of revenue decreased by$6.5 million, or 4%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven bythe OMES III contract cost decrease of $53.5 million due to NASA’s cancellation of the OSAM project offset byoverall cost increases related to the mission contracts of $26.1 million (as further discussed below), the NSNS contract of $9.1 million, the LTV contract of $2.8 million, and various other engineering services of $9.0 million,
Previous wording
The IM-1 mission completed in February 2024 and incurred cost of revenue of $4.9 million during the first quarter of 2024. On the IM-2 mission, cost of revenue decreased by approximately $6.2 million for the six months ended June 30, 2025 compared to the same period in 2024 as the mission was completed in March 2025. IM-3 mission cost of revenue increased by approximately $11.3 million for the six months ended June 30, 2025 compared to the same period in 2024, mostly driven by decisions to align the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSNS contract obligations. As of June 30, 2025, the IM-3 contract is in a loss position and the accrued contract loss increased by approximately $18.5 million during the six months ended June 30, 2025, driven by the cost adjustments as previously discussed. The IM-4 mission which was awarded in August 2024, incurred cost of revenue of$18.2 million during the six months ended June 30, 2025. During the second quarter of 2025, IM-4 became a loss contract with an accrued contract losses of approximately $2.7 million for the six months ended June 30, 2025.
Current wording
The IM-1 mission completed in February 2024 and incurred cost of revenue of $4.8 million during the first quarter of 2024. On the IM-2 mission, cost of revenue decreased by approximately $14.2 million for the nine months ended September 30, 2025 compared to the same period in 2024 as the mission was completed in March 2025. IM-3 mission cost of revenue increased by approximately $12.7 million for the nine months ended September 30, 2025 compared to the same period in 2024, as IM-3 mission activity increases following the final close-out of IM-2. As of September 30, 2025, the IM-3 contract is in a loss position and the accrued contract loss increased by approximately $9.7 million for nine months ended September 30, 2025 compared to the same period in 2024, driven by cost adjustments during the second quarter of 2025 related to decisions to align the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSNS contract obligations. The IM-4 mission which was awarded in August 2024, incurred cost of revenue of$32.4 million during the nine months ended September 30, 2025 compared tonil for the same period in 2024. During the second quarter of 2025, IM-4 became a loss contract and has accrued contract losses of approximately $3.3 million for the nine months ended September 30, 2025.
Previous wording
General and administrative expense (excluding depreciation) increased by $5.0 million for the three months ended June 30, 2025 compared to the same period in 2024, and $4.8 million for the six months ended June 30, 2025 compared to the same period in 2024. These increases primarily reflect the Company’s investment in its workforce to support our operations and business infrastructure, business development, information technology to optimize corporate and operational processes and systems, and research and development initiatives to expand our product and service capabilities. These increases are summarized below.
Current wording
General and administrative expense (excluding depreciation) increased by $8.0 million for the three months ended September 30, 2025 compared to the same period in 2024, and $12.7 million for the nine months ended September 30, 2025 compared to the same period in 2024. These increases primarily reflect the Company’s investment in its workforce to support our operations and business infrastructure, business development, and information technology to optimize corporate and operational processes and systems, and research and development initiatives to expand our product and service capabilities. These increases are summarized below.
Previous wording
The $4.8 million increase for the six months ended June 30, 2025 compared to the same periods in 2024, was due to higher employee compensation and benefits expense of $2.2 million, software licenses of $1.1 million, research and development expense of $0.8 million, bids and proposals cost of $0.7 million, and various other administrative costs of $1.0 million, slightly offset by decreases in share-based compensation expense of $0.5 million due to the timing of awards vested, and professional services of $0.5 million mostly driven by lower accounting consulting fees as we increased headcount.
Current wording
The $8.0 million increase for the three months ended September 30, 2025 compared to the same period in 2024 was primarily driven by research and development of $3.7 million, professional services of $1.8 million driven by legal fees, higher employee compensation and benefits expense of $0.7 million, bids and proposals cost of $0.7 million, and various other administrative costs of $1.1 million.
Previous wording
The $5.0 million increase for the three months ended June 30, 2025 compared to the same period in 2024 was due to higher employee compensation and benefits expense of $0.6 million, share-based compensation expense of $0.6 million, professional services of $0.5 million driven by legal fees, bids and proposals cost of $0.7 million, software licenses of $0.6 million, and various other administrative costs of $0.6 million. Also, there was a $1.4 million net change in bad debt expense driven by recoveries during the second quarter of 2024.
Current wording
The $12.7 million increase for the nine months ended September 30, 2025 compared to the same periods in 2024 was driven by research and development of $4.4 million, higher employee compensation and benefits expense of $2.9 million, software licenses of $1.5 million, bids and proposals cost of $1.4 million, professional services of $1.3 million driven by legal fees, and various other administrative costs of $1.2 million.
Previous wording
Total other income (expense), net unfavorable change of $53.7 million for the three months ended June 30, 2025 compared to the same period in 2024 was primarily driven by the unfavorable changes in the fair value of warrant liabilities of $34.0 million and earn-out liabilities of $22.1 million (as the remaining Earn Out Units vested in the first quarter of 2025), and the non-recurrence of the $0.6 million gain on issuance of securities incurred in 2024. These unfavorable changes were slightly offset by $3.4 million of interest income earned on cash and cash equivalents balances held by us in highly liquid interest bearing overnight sweep and demand deposit accounts.
Current wording
Total other income (expense), net favorable change of $72.1 million for the three months ended September 30, 2025 compared to the same period in 2024 was primarily driven by the favorable changes in the fair value of warrant liabilities of $35.6 million, earn-out liabilities of $33.3 million (as the remaining Earn Out Units vested in the first quarter of 2025), and $4.8 million increase in interest income earned on cash and cash equivalents balances held by us in highly liquid interest bearing overnight sweep and demand deposit accounts slightly offset by increase in interest expense of $1.3 million mostly related to our Convertible Notes issued in August 2025 and various other unfavorable changes of $0.3 million.
Previous wording
Total other income (expense), net favorable change of $72.6 million for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to the non-recurrence of the $68.1 million loss on issuance of securities incurred in 2024, the favorable change in the fair value of warrant liabilities of $32.9 million, and the $4.8 million of interest income earned on cash and cash equivalents balances held by us in highly liquid interest bearing overnight sweep and demand deposits accounts slightly offset by the unfavorable change in the fair value of earn-out liabilities of $32.9 million.
Current wording
Total other income (expense), net favorable change of $144.7 million for the nine months ended September 30, 2025 compared to the same period in 2024 was primarily due to the non-recurrence of the $68.1 million loss on issuance of securities incurred in 2024, the favorable change in the fair value of warrant liabilities of $68.6 million and the earn-out liabilities of $0.4 million, in addition to a $9.6 million increase in interest income earned on cash and cash equivalents balances held by us in highly liquid interest bearing overnight sweep and demand deposits accounts slightly offset by increase in interest expense of approximately $1.4 million mostly related to our Convertible Notes issued in August 2025 and various other net unfavorable changes of $0.7 million.
Previous wording
Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. As of June 30, 2025, we expect to recognize approximately 30-35% of our backlog over the remainder of 2025, approximately 40-45% over the subsequent twelve months of 2026 and the remaining thereafter. Our backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our fulfillment, which in turn may be impacted by the nature of products and services ordered, the amount of inventory on hand to satisfy orders and the necessary development and manufacturing lead time required to satisfy certain orders.
Current wording
Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. As of September 30, 2025, we expect to recognize approximately 20% of our backlog over the remainder of 2025, approximately 45-50% over the subsequent twelve months of 2026 and the remaining thereafter. Our backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our fulfillment, which in turn may be impacted by the nature of products and services ordered, the amount of inventory on hand to satisfy orders and the necessary development and manufacturing lead time required to satisfy certain orders.
Previous wording
Backlog decreased by $71.4 million as of June 30, 2025 compared to December 31, 2024, primarily due to continued performance on existing contracts of $112.8 million and IM-2 mission close-out adjustments of $8.4 million, partially offset by $49.8 million in new awards primarily associated with the NSN contract of $18.0 million, TSC grant of $10.0 million, OMES III contract of $7.0 million, and various other contracts.
Current wording
Backlog decreased by $92.5 million as of September 30, 2025 compared to December 31, 2024, primarily due to continued performance on existing contracts of $165.3 million, IM-2 mission close-out adjustments of $8.4 million and adjustments on the IM-3 mission of $1.8 million, partially offset by $83.0 million in new awards primarily associated with the NSNS contract of $18.0 million, TSC grant of $10.0 million, OMES III contract of $16.2 million, and various other contracts.
Previous wording
As of June 30, 2025, our backlog of $256.9 million exceeded our remaining performance obligations of $125.4 million as reported in Note 3 - Revenue to our condensed consolidated financial statements included in this Quarterly Report. The difference of $131.5 million was primarily related to $56.0 million of variable consideration associated with constrained revenue and $75.5 million in backlog related to the funded value of OMES III contract, the NSN contract, and various other contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations.
Current wording
As of September 30, 2025, our backlog of $235.9 million exceeded our remaining performance obligations of $119.3 million as reported in Note 3 - Revenue to our condensed consolidated financial statements included in this Quarterly Report. The difference of $116.6 million was primarily related to $39.3 million of variable consideration associated with constrained revenue and $77.3 million in backlog related to the funded value of the OMES III contract, the NSNS contract, and various other contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations.
Previous wording
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure presented in accordance with U.S. GAAP, to Adjusted EBITDA.
Current wording
The following table presents a reconciliation of net loss, the most directly comparable financial measure presented in accordance with U.S. GAAP, to Adjusted EBITDA.
Previous wording
As of June 30, 2025, we had cash and cash equivalents of $344.9 million and working capital of $289.5 million. The Company invests excess cash in highly liquid, low risk interest-bearing overnight deposits and demand deposits with a major financial institutions.
Current wording
As of September 30, 2025, we had cash and cash equivalents of $622.0 million and working capital of $560.0 million. The Company invests excess cash in highly-liquid, low risk interest-bearing demand deposit accounts, money market funds, and certificates of deposits, all of which are with major financial institutions.
Previous wording
Management believes that the cash and cash equivalents as of June 30, 2025, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.
Current wording
Management believes that the cash and cash equivalents as of September 30, 2025 and the liquidity provided under the Convertible Notes and the Stifel revolving credit facility, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.
Previous wording
Cash Flows for the six months ended June 30, 2025 and 2024
Current wording
Cash Flows for the nine months ended September 30, 2025 and 2024
Previous wording
During the six months ended June 30, 2025, our operating activities provided $0.2 million of net cash as compared to$37.7 million of net cash used during the six months ended June 30, 2024. Changes in operating assets and liabilities which consist primarily of working capital balances for our projects may vary and are impacted by the stage of completion and contractual terms of projects. The primary components of our working capital accounts are trade accounts receivable, contract assets, accounts payable, and contract liabilities.
Current wording
During the nine months ended September 30, 2025, our operating activities used $7.0 million of net cash as compared to$55.6 million of net cash used during the nine months ended September 30, 2024. Changes in operating assets and liabilities which consist primarily of working capital balances for our projects may vary and are impacted by the stage of completion and contractual terms of projects. The primary components of our working capital accounts are trade accounts receivable, contract assets, accounts payable, and contract liabilities.
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Previous report — wording carried elsewhere
While rising costs and other inflationary pressures have not had a material impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers.
Previous report — wording carried elsewhere
NASA and other commercial fixed-priced contracts to $132.4 million. As of March 31 2024, the IM-1 mission and all related contracts have been closed out.