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Intuitive Machines Inc

For the period ended Sep 30, 2024. Filed Nov 15, 2024.

View on SEC.gov

About this filing

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, 2024 · Filed Nov 15, 2024

LUNR$10.47+21.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-13.

0001844452-24-000094

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

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-15.

0001844452-24-000132

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

The 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 185 previous paragraphs and 192 current paragraphs.

129 unchanged; 50 reworded; 11 added; 5 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 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 (11)

Current report

In September 2024, NASA awarded the Company 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. This NSN contract is a new Firm-Fixed-Price, Multiple Award, Indefinite-Delivery/Indefinite-Quantity (“IDIQ”) Task Order Contract, with a base period of five years with an additional five-year option, with a maximum potential value of $4.82 billion. The initial NSN contract award includes incrementally funded Task Orders totaling $150.0 million.

Current report

In August 2024, NASA awarded the Company a $116.9 million contract to deliver six science and technology payloads, including one European Space Agency-led drill suite to the Moon’s South Pole. This award will leverage the Company’s lunar delivery, data transmission, and autonomous operation capabilities to explore the region targeted for sustained human operations. As part of NASA’s CLPS initiative, this marks the Company’s fourth contract award, IM-4, to deliver science and technology payloads and return valuable data while autonomously operating on the surface of the Moon.

Current report

Impairment of long-lived assets occurs whenever events or changes in circumstances indicate the carrying value of a long-lived asset may not be recoverable. Long-lived assets consists of property and equipment, net. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds it fair value. See Note 4 of the condensed consolidated financial statements for additional information on the impairment of property and equipment recognized during the third quarter of 2024.

Current report

During the third quarter of 2024, management determined that certain assets under development by a third party subcontractor were not in compliance according to the contract. Management concluded that carrying cost of these assets was not recoverable and recorded an impairment charge of approximately $5.0 million including capitalized interest of $0.5 million, in our condensed consolidated statements of operations for the three and nine months ended September 30, 2024. See Note 4 to the condensed consolidated financial statements for additional information.

Current report

During the third quarter of 2024, the Company commenced two new lease agreements. In September 2024, the Company entered into a building and land lease agreement in Maryland. This facility is intended to provide space for the designing, building, and testing of space-flight mechanisms and electro-mechanical systems for use in space or on the lunar surface. The lease agreement has an initial term of 10 years, 3 months. As of September 30, 2024, the Company recorded right-of-use assets of $3.1 million and operating lease liabilities of $3.1 million. Also, in August 2024, we entered into a facility lease agreement in Arizona to support operations and data analysis of NASA’s Lunar Reconnaissance Orbiter and ShadowCam cameras and imagery. The lease agreement has an initial term of 52 months. As of September 30, 2024, the Company recorded right-of-use assets of $1.2 million and operating lease liabilities of $1.2 million.
Removed paragraphs (5)

Previous report

As of June 30, 2024, the Company ceased being a controlled company within the meaning of the Nasdaq. We were not relying on any Nasdaq corporate governance exemptions for controlled company status prior to June 30, 2024.

Previous report

The credit mobilization facilities require compliance with various covenants customary for agreements of this type, including those restricting our ability to incur debt, incur liens and undergo certain fundamental changes. The credit mobilization facilities also include events of default customary for agreements of this type. As of June 30, 2024, we were in compliance with all covenants under the credit mobilization facilities.
Reworded paragraphs (50)

Previous wording

We are currently working to provide access to the lunar surface and collect and transmit cislunar data for science, technology, and infrastructure. We are one of a select few companies servicing NASA and a worldwide set of commercial payload customers. We believe we have a strong position with a first mover advantage, as evidenced by two remaining Commercial Lunar Payload Services (“CLPS”) awards as of June 30, 2024. On February 22, 2024, Intuitive Machines’ Nova-C lander became the first U.S. vehicle to softly land on the lunar surface since 1972 and landed the vehicle further south than any vehicle in the world has ever soft-landed on the Moon. We believe this February landing validates our ability to provide the three service pillars required to commercialize a celestial body: delivery, data & communications, and autonomous operations in space. Our Nova-C lander on the IM-1 mission carried approximately 100 kilograms of payloads and executed numerous experiments and technology demonstrations at the lunar surface near the south pole. Our goal is to follow the successful IM-1 mission with IM-2, which will continue to execute experiments and technology demonstrations at the Shackleton Connecting Ridge at the lunar south pole, and IM-3, our third CLPS award, which will land at Reiner Gamma. These missions, along with additional expeditions, are in partnership with NASA, Nokia Corporation, Columbia Sportswear Company, Aegis Aerospace, Inc. and other commercial players. Intuitive Machines empowers its customers to achieve their ambitious visions and commercial goals in space through seamless collaboration with our robust service pillars.

Current wording

We are currently working to provide access to the lunar surface and collect and transmit cislunar data for science, technology, and infrastructure. We are one of a select few companies servicing NASA and a worldwide set of commercial payload customers. We believe we have a strong position with a first mover advantage, as evidenced by three remaining Commercial Lunar Payload Services (“CLPS”) awards as of September 30, 2024. On February 22, 2024, Intuitive Machines’ Nova-C lander became the first U.S. vehicle to softly land on the lunar surface since 1972 and landed the vehicle further south than any vehicle in the world has ever soft-landed on the Moon. We believe this February landing validates our ability to provide the three service pillars required to commercialize a celestial body: delivery, data & communications, and autonomous operations in space. Our Nova-C lander on the IM-1 mission carried approximately 100 kilograms of payloads and executed numerous experiments and technology demonstrations at the lunar surface near the south pole. Our goal is to follow the successful IM-1 mission with IM-2, which will continue to execute experiments and technology demonstrations at the lunar south pole, and IM-3, our third CLPS award, which will land at Reiner Gamma. In August 2024, NASA awarded the Company our fourth CLPS contract, IM-4, to deliver six science and technology payloads, including one European Space Agency-led drill suite to the lunar south pole. These missions, along with additional expeditions, are in partnership with NASA, Nokia Corporation, Columbia Sportswear Company, Aegis Aerospace, Inc. and other commercial players. Intuitive Machines empowers its customers to achieve their ambitious visions and commercial goals in space through seamless collaboration with our robust service pillars.

Previous wording

We operate under three service pillars which we believe are required to commercialize a celestial body: delivery, data & communications, and autonomous operations in space. These pillars are the backdrop to our four business units: Lunar Access Services, Orbital Services, Lunar Data Services and Space Products and Infrastructure. Under Accounting Standards Codification (“ASC”) 280 “Segment Reporting,” we concluded that our business units operate as one reportable segment. See our Segment Reporting disclosure under Note 2 in our condensed consolidated financial statements for further discussion on our reportable segment.

Current wording

We operate under three service pillars which we believe are required to commercialize a celestial body: delivery services, data transmission & analytic services, and infrastructure-as-a service. These pillars are the backdrop to our four business units: Lunar Access Services, Orbital Services, Lunar Data Services and Space Products and Infrastructure. Under Accounting Standards Codification (“ASC”) 280 “Segment Reporting,” we concluded that our business units operate as one reportable segment. See our Segment Reporting disclosure under Note 2 in our condensed consolidated financial statements for further discussion on our reportable segment.

Previous wording

Our Lunar Access Services business provides reliable and affordable means for governments, companies and individuals to explore and place objects in cislunar space or on the lunar surface. We have developed a complete lunar program that includes mission control, the Nova-C lander, a space-to-ground communications network, and a series of launch vehicle contracts with SpaceX. As of June 30, 2024, we had two remaining missions on the flight manifest, with plans to increase the frequency and complexity of the missions over time. On February 22, 2024, our Nova-C lander on the IM-1 mission became the first U.S. vehicle to softly land on the lunar surface since 1972 and landed the vehicle further south than any vehicle in the world has ever soft-landed on the Moon.

Current wording

Our Lunar Access Services business provides reliable and affordable means for governments, companies and individuals to explore and place objects in cislunar space or on the lunar surface. We have developed a complete lunar program that includes mission control, the Nova-C lander, a space-to-ground communications network, and a series of launch vehicle contracts with SpaceX. As of September 30, 2024, we had three remaining missions (including the recently awarded CLPS contract, IM-4, from NASA) on the flight manifest, with plans to increase the frequency and complexity of the missions over time. On February 22, 2024, our Nova-C lander on the IM-1 mission became the first U.S. vehicle to softly land on the lunar surface since 1972 and landed the vehicle further south than any vehicle in the world has ever soft-landed on the Moon.

Previous wording

With the launch of future lander missions, the LDN will be further enhanced with the deployment of our lunar data relay satellites to offer continuous lunar coverage. We believe providing these lunar data services to NASA and the Space Force will be an increasingly important priority given China’s recent declaration that it intends to build its own lunar satellite network and manned lunar habitat.

Current wording

With the launch of future lander missions and with the award of NASA’s Near Space Network (“NSN”) contract in 2024, the LDN will be further enhanced with the deployment of our lunar relay satellites and provide communication and navigation services. We believe providing these lunar data services to NASA and the Space Force will be an increasingly important priority given China’s recent declaration that it intends to build its own lunar satellite network and manned lunar habitat.

Previous wording

We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from the recent banking crisis, rising 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”), heightened geopolitical tensions (such as the war in Ukraine and Israel), changes to the U.S. federal budget, and the political and regulatory environmenton our business, customers, suppliers and other third parties (including the potential for U.S. government shut down).

Current wording

We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from the recent banking crisis, rising 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”), heightened geopolitical tensions (such as the war in Ukraine and Israel), changes to the U.S. federal budget, and the political and regulatory environmenton our business, customers, suppliers and other third parties (including the implications from the upcoming presidential election in the United States).

Previous wording

Our success will depend in large part on our ability to expand our lunar mission operations in 2024 and beyond. We completed our first mission in February 2024 and we are on track to complete the two additional funded missions with a goal of establishing a regular cadence of multiple missions per year of increasing size and complexity by late 2025. This will provide our customers with proven and reliable cislunar access, with which to plan their future manifest. With binding agreements for two additional launches as of June 30, 2024, we have $213.0 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.

Current wording

Our success will depend in large part on our ability to expand our lunar mission operations in 2024 and beyond. We completed our first mission in February 2024 and we are on track to complete the three additional funded missions with a goal of establishing a regular cadence of multiple missions per year of increasing size and complexity. This will provide our customers with proven and reliable cislunar access, with which to plan their future manifest. With binding agreements for three additional launches as of September 30, 2024, we have $316.2 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.

Previous wording

Historically, most of our revenue has been derived from fixed-price, long-term contracts for the delivery of payloads to the lunar surface. In order to satisfy these contracts, we undertake the engineering for the research, design, development, manufacturing, integration and sustainment of advanced technology space systems. The integration of these technologies and systems lead to an organic and integrated capability to provide lunar access on a commercial services basis. Individual contracts are aggregated by mission (e.g., IM-1, IM-2, IM-3) for management purposes. Revenue is measured based on the amount of consideration specified in a contract with the customer.

Current wording

Historically, most of our revenue has been derived from fixed-price, long-term contracts for the delivery of payloads to the lunar surface. In order to satisfy these contracts, we undertake the engineering for the research, design, development, manufacturing, integration and sustainment of advanced technology space systems. The integration of these technologies and systems lead to an organic and integrated capability to provide lunar access on a commercial services basis. Individual contracts are aggregated by mission (e.g., IM-2, IM-3, IM-4) for management purposes. Revenue is measured based on the amount of consideration specified in a contract with the customer.

Previous wording

Cost-reimbursable contracts with the U.S. government are generally subject to the FAR and are competitively priced based on estimated or actual costs of providing the contractual goods or services. The FAR provides guidance on types of costs that are allowable in establishing prices for goods and services provided to the U.S. government and its agencies. Pricing for non-U.S. government agencies and commercial customers is based on specific negotiations with each customer.

Current wording

Cost-reimbursable contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (“FAR”) and are competitively priced based on estimated or actual costs of providing the contractual goods or services. The FAR provides guidance on types of costs that are allowable in establishing prices for goods and services provided to the U.S. government and its agencies. Pricing for non-U.S. government agencies and commercial customers is based on specific negotiations with each customer.

Previous wording

The financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. for the periods February 13, 2023 forward and resulted in the allocation of approximately 51.9% of Intuitive Machines, LLC’s net loss to noncontrolling interests.

Current wording

The financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. for the periods February 13, 2023 forward and resulted in the allocation of approximately 42.9% of Intuitive Machines, LLC’s net loss to noncontrolling interests.

Previous wording

The following table sets forth information regarding our consolidated results of operations for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, and for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Current wording

The following table sets forth information regarding our consolidated results of operations for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, and for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Previous wording

Revenue for the three and six months ended June 30, 2024 and 2023 was primarily driven by NASA and other commercial payload contracts associated with the IM-1, IM-2 and IM-3 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.

Current wording

Revenue for the three and nine months ended September 30, 2024 and 2023 was primarily driven by NASA and other commercial payload contracts associated with the IM-1, IM-2 and IM-3 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.

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 was released bringing the total IM-1 mission contract revenue under NASA and other commercial fixed-priced contracts to $132.3 million. As of March 31 2024, the IM-1 mission and all related contracts have been closed out.

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 $132.3 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 with a targeted mission launch date in December 2022. Total IM-2 mission estimated contract revenue under NASA and other commercial fixed-priced contracts increased to $122.4 million (excluding constrained revenue of $13.5 million) as of June 30, 2024 as compared to $106.0 million as of June 30, 2023. The increase in total mission estimated contract revenue is primarily due to a task order modification with NASA finalized in the second quarter of 2024 to change the mission targeted landing site within the South Pole region of the moon and extend the expected mission launch and post-launch services of IM-2 to no later than August 2025. The task order modification increased estimated contract revenue by approximately $12.5 million.

Current wording

•The initial NASA payload contract for the IM-2 mission was awarded in October 2020 with a targeted mission launch date in December 2022. Total IM-2 mission estimated contract revenue under NASA and other commercial fixed-priced contracts increased to $122.6 million (excluding constrained revenue of $13.9 million) as of September 30, 2024 as compared to $106.6 million as of September 30, 2023. The increase in total mission estimated contract revenue is primarily due to a task order modification with NASA finalized in the second quarter of 2024 to change the mission targeted landing site within the South Pole region of the moon and extend the expected mission launch and post-launch services of IM-2 to no later than August 2025. The task order modification increased estimated contract revenue by approximately $12.5 million.

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 under our current contract with NASA. Total IM-3 mission estimated revenue under fixed-priced contracts is $86.9 million (excluding constrained revenue of $9.1 million) as of June 30, 2024 as compared to $80.9 million as of June 30, 2023. The increase in total mission estimated contract revenue is primarily due to a pending task order modification with NASA to identify its complement of payloads and extend the IM-3 mission timeline to no later than June 2026. The pending task order increased estimated contract revenue by approximately $10.0 million and is expected to be finalized in the third quarter of 2024.

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 under our current contract with NASA. Total IM-3 mission estimated revenue under fixed-priced contracts is $93.0 million (excluding constrained revenue of $9.7 million) as of September 30, 2024 as compared to $76.4 million as of September 30, 2023. The increase in total mission estimated contract revenue is primarily due to a task order modification with NASA to identify its complement of payloads and extend the IM-3 mission timeline to no later than June 2026. The task order modification increased estimated contract revenue by approximately $9.0 million.

Previous wording

Total revenue increased by $23.4 million, or 130%, for the three months ended June 30, 2024 compared to the same period in 2023, largely driven by the revenue from the OMES III contract execution which began in the fourth quarter of 2023 as further discussed below and was partially offset by decreases in revenue across our NASA and other commercial payload contracts associated with the IM lunar payload missions.

Current wording

Total revenue increased by $45.7 million, or 359%, for the three months ended September 30, 2024 compared to the same period in 2023, largely driven by the revenue from the OMES III contract execution which began in the fourth quarter of 2023 as further discussed below and was partially offset by decreases in revenue across our NASA and other commercial payload contracts associated with the IM lunar payload missions.

Previous wording

The IM-1 mission completed in February 2024, and no revenue was recognized for the three months ended June 30, 2024 as compared to $4.3 million for the same period in 2023. Revenue on the IM-2 mission decreased by $4.7 million for the three months ended June 30, 2024 compared to the same period of 2023 and was primarily driven by unfavorable adjustments resulting from task order modifications to change the mission targeted landing site and extension of the targeted mission launch window to early 2025 as discussed above. Revenue from the IM-3 mission decreased by $8.3 million for the three months ended June 30, 2024 compared to the same period in 2023 as a result of unfavorable adjustments from pending task order modifications extending the targeted mission launch window to late 2025.

Current wording

The IM-1 mission completed in February 2024, and no revenue was recognized for the three months ended September 30, 2024 as compared to $(0.6) million for the same period in 2023. Revenue decreased in 2023 primarily due to a change in progress towards completion as well as the extension of the targeted mission launch date. Revenue on the IM-2 mission increased by $3.5 million for the three months ended September 30, 2024 compared to the same period of 2023 and was primarily driven by task order modifications to change the mission targeted landing site and extension of the targeted mission launch window to early 2025. Revenue from the IM-3 mission decreased by $2.0 million for the three months ended September 30, 2024 compared to the same period in 2023 partially as a result of unfavorable adjustments from task order modifications extending the targeted mission launch window to late 2025.

Previous wording

Total revenue increased by $78.2 million, or 216%, for the six months ended June 30, 2024 compared to the same period in 2023 and was substantially driven by revenue from the OMES III contract execution which began in the fourth quarter of 2023 as further discussed below.

Current wording

Total revenue increased by $124.4 million, or 254%, for the nine months ended September 30, 2024 compared to the same period in 2023 and was substantially driven by revenue from the OMES III contract execution which began in the fourth quarter of 2023 as further discussed below.

Previous wording

Revenue on the IM-1 mission increased by approximately $6.6 million to $12.3 million for the six months ended June 30, 2024 from $5.7 million for the same period in 2023. The increase in IM-1 revenue was due to the successful completion of the mission in February 2024 which resulted in the release of approximately$12.3 million of previously constrained revenue. Revenue on the IM-2 mission decreased by $3.3 million to $9.8 million for the six months ended June 30, 2024 compared to $13.1 million for the same period of 2023 and was primarily driven by unfavorable adjustments resulting from task order modifications to change the mission targeted landing site and extension of the targeted mission launch window to early 2025 as discussed above. As of June 30, 2024, the IM-2 mission is approximately 87% complete. Revenue from the IM-3 mission decreased to $2.7 million for the six months ended June 30, 2024 from $11.1 million for the same period in 2023 and was largely attributable to unfavorable adjustments from pending task order modifications extending the targeted mission launch window to late 2025. The IM-3 mission was awarded in the fourth quarter of 2021 and was approximately 59% complete as of June 30, 2024.

Current wording

Revenue on the IM-1 mission increased by approximately $7.1 million to $12.3 million for the nine months ended September 30, 2024 from $5.1 million for the same period in 2023. The increase in IM-1 revenue was due to the successful completion of the mission in February 2024 which resulted in the release of approximately$12.3 million of previously constrained revenue, and approximately$11.6 million was recognized as revenue during the first quarter of 2024. Revenue on the IM-2 mission increased slightly to $15.9 million for the nine months ended September 30, 2024 compared to $15.7 million for the same period of 2023. As of September 30, 2024, the IM-2 mission is approximately 93% complete. Revenue from the IM-3 mission decreased to $7.2 million for the nine months ended September 30, 2024 from $17.6 million for the same period in 2023 and was largely attributable to unfavorable adjustments from task order modifications extending the targeted mission launch window to late 2025. The IM-3 mission was awarded in the fourth quarter of 2021 and was approximately 64% complete as of September 30, 2024.

Previous wording

Revenues from task orders under the OMES III contract were approximately $39.1 million and $80.9 million during the three and six months ended June 30, 2024. The OMES III contract began execution in December 2023 and therefore there were no corresponding revenues during the three and six months ended June 30, 2023.

Current wording

Revenues from task orders under the OMES III contract were approximately $34.1 million and $115.0 million during the three and nine months ended September 30, 2024. The OMES III contract began execution in December 2023 and therefore there were no corresponding revenues during the three and nine months ended September 30, 2023.

Previous wording

Other contract revenues increased approximately $1.6 million and $2.5 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023 primarily as a result of new contracts, including the Jetson Low Power project awarded in the fourth quarter of 2023 and the Lunar Terrain Vehicle Services design project in the second quarter of 2024 as well as several other contracts partially offset by the completion of the initial phase of the fission surface power contract in the third quarter of 2023.

Current wording

Other contract revenues increased approximately $9.9 million and $12.4 million for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023 primarily as a result of new contracts, including the Jetson Low Power project awarded in the fourth quarter of 2023 and the Lunar Terrain Vehicle Services design project in the second quarter of 2024 as well as several other contracts partially offset by the completion of the initial phase of the fission surface power contract in the third quarter of 2023.

Previous wording

Total cost of revenue increased by $34.6 million, or 154%, for the three months ended June 30, 2024 compared to the same period in 2023. The IM-1 mission was completed in February 2024, and no cost of revenue was incurred for the three months ended June 30, 2024 compared to $4.0 million for the same period in 2023. On the IM-2 mission, cost of revenue increased by approximately $0.7 million to $8.2 million for the three months ended June 30, 2024 from $7.5 million in the same period in 2023. IM-3 mission cost of revenue decreased by approximately $4.7 million to $2.7 million for the three months ended June 30, 2024 compared to $7.4 million in the same period in 2023 due to lower activity on the mission.

Current wording

Total cost of revenue increased by $27.9 million, or 105%, for the three months ended September 30, 2024 compared to the same period in 2023. The IM-1 mission was completed in February 2024, and no cost of revenue was incurred for the three months ended September 30, 2024 compared to $3.6 million for the same period in 2023. On the IM-2 mission, cost of revenue changed minimally and was approximately $8.5 million for the three months ended September 30, 2024 and 2023. IM-3 mission cost of revenue decreased by approximately $3.7 million to $4.9 million for the three months ended September 30, 2024 compared to $8.5 million in the same period in 2023 due to lower activity on the mission.

Previous wording

Total cost of revenue increased by $72.4 million, or 159%, for the six months ended June 30, 2024 compared to the same period in 2023. Cost of revenue on the IM-1 mission decreased by $5.8 million from $10.8 million down to $4.9 million due to winding down progress as the mission was completed in February 2024. On the IM-2 mission, cost of revenue decreased by approximately $0.9 million to $14.8 million for the six months ended June 30, 2024 from $15.7 million in the same period in 2023. IM-3 mission cost of revenue decreased by approximately $6.9 million to $7.6 million for the three months ended June 30, 2024 compared to $14.5 million in the same period in 2023, primarily due to lower activity on the mission.

Current wording

Total cost of revenue increased by $97.6 million, or 132%, for the nine months ended September 30, 2024 compared to the same period in 2023. Cost of revenue on the IM-1 mission decreased by $9.5 million from $14.4 million down to $4.8 million due to winding down progress as the mission was completed in February 2024. On the IM-2 mission, cost of revenue decreased slightly by approximately $0.9 million for the nine months ended September 30, 2024 compared to the same period in 2023. IM-3 mission cost of revenue decreased by approximately $10.6 million to $12.5 million for the three months ended September 30, 2024 compared to $23.0 million in the same period in 2023, primarily due to lower activity on the mission.

Previous wording

As of June 30, 2024, our two lunar missions are in loss positions. On the IM-2 mission, we increased the accrued contract loss by approximately $7.1 million during the six months ended June 30, 2024 which was primarily driven by unfavorable adjustments resulting from task order modifications to change the mission targeted landing site and extension of the targeted mission launch window to early 2025. On the IM-3 mission, the accrued contract loss increased by approximately $10.9 million during the six months ended June 30, 2024 and was largely attributable to unfavorable adjustments from pending task order modifications extending the targeted mission launch window to late 2025

Current wording

As of September 30, 2024, two lunar missions are in loss positions. On the IM-2 mission, we increased the accrued contract loss by approximately $7.2 million during the nine months ended September 30, 2024 which was primarily driven by unfavorable adjustments resulting from task order modifications to change the mission targeted landing site and extension of the targeted mission launch window to early 2025. On the IM-3 mission, the accrued contract loss increased by approximately $9.9 million during the nine months ended September 30, 2024 and was largely attributable to unfavorable adjustments resulting from task order modifications extending the targeted mission launch window to late 2025

Previous wording

Cost of revenue from task orders under the OMES III contract were approximately $37.1 million and $77.1 million during the three and six months ended June 30, 2024. The OMES III contract started in December 2023 and therefore there were no corresponding cost of revenue during the three and six months ended June 30, 2023.

Current wording

Cost of revenue from task orders under the OMES III contract were approximately $33.3 million and $110.4 million during the three and nine months ended September 30, 2024. The OMES III contract started in December 2023 and therefore there were no corresponding cost of revenue during the three and nine months ended September 30, 2023.

Previous wording

Other contract cost of revenue increased approximately $1.6 million and $2.0 million for the three and six months ended June 30, 2024 compared to the same periods in 2023 primarily as a result of new contracts awarded in late 2023 and in the first half of 2024, including the Jetson Low Power, the Lunar Terrain Vehicle Services and various other contracts partially offset by the completion of the initial phase of the fission surface power contract in the third quarter of 2023.

Current wording

Other contract cost of revenue increased approximately $6.1 million and $7.6 million for the three and nine months ended September 30, 2024 compared to the same periods in 2023 primarily as a result of new contracts awarded in late 2023 and in the first half of 2024, including the Jetson Low Power, the Lunar Terrain Vehicle Services and various other contracts partially offset by the completion of the initial phase of the fission surface power contract in the third quarter of 2023.

Previous wording

General and administrative expense (excluding depreciation) increased by $3.7 million for the three months ended June 30, 2024 compared to the same periods in 2023, and increased by $12.0 million for the six months ended June 30, 2024 compared to the same periods in 2023, driven primarily by our growth to support corporate and business operations.

Current wording

General and administrative expense (excluding depreciation) increased by $2.4 million for the three months ended September 30, 2024 compared to the same periods in 2023, and increased by $11.8 million for the nine months ended September 30, 2024 compared to the same periods in 2023, driven primarily by our growth to support corporate and business operations.

Previous wording

For the six months ended June 30, 2024 compared to the same periods in 2023, the $12.0 million increase was driven by higher share-based compensation expense of$4.7 million, employee compensation and benefits expense of$2.4 million, bids and proposals expense of$1.5 million, professional services of $1.6 million primarily driven by accounting and legal fees, rent expense of $1.4 million primarily driven by the move to our new corporate headquarters in late 2023, and various other administrative costs of$0.4 million.

Current wording

For the three months ended September 30, 2024 compared to the same periods in 2023, the $2.4 million increase was driven by higher employee compensation and benefits expense of$1.4 million, various other administrative costs of $2.0 million, and rent expense of $0.8 million, slightly offset by decreases of $1.2 million in professional services primarily related to accounting and finance, $0.3 million in share-based compensation expense, and $0.3 million in bids and proposals expense.

Previous wording

For the three months ended June 30, 2024 compared to the same periods in 2023, the $3.7 million increase was driven by higher share-based compensation expense of$1.0 million, employee compensation and benefits expense of$1.7 million, bids and proposals expense of$0.6 million, professional services of $0.7 million primarily driven by accounting and legal fees, and rent expense of $0.7 million primarily driven by the move to our new corporate headquarters in late 2023. These increases were slightly offset byvarious other administrative costs which decreased by approximately$1.0 million.

Current wording

For the nine months ended September 30, 2024 compared to the same periods in 2023, the $11.8 million increase was driven by higher share-based compensation expense of $4.4 million, employee compensation and benefits expense of $3.8 million, professional services of $1.0 million primarily driven by accounting and legal fees, rent expense of $2.2 million primarily driven by the move to our new corporate headquarters in late 2023, and various other administrative costs of $2.4 million. These increases were slightly offset by a decrease in bids and proposals of $2.0 million.

Previous wording

Total other income (expense), net favorable change of $15.7 million for the three months ended June 30, 2024 compared to the same period in 2023 was primarily due to favorable change in fair value of warrant liabilities of $21.0 million, gain on issuance of securities of $0.6 million, slightly offset by unfavorable change in fair value of the earn-out liabilities of $6.6 million.

Current wording

Total other income (expense), net unfavorable change of $105.6 million for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to unfavorable changes in fair value of earn-out liabilities of $69.4 million and warrant liabilities of $43.9 million, slightly offset by $6.7 million related to the loss on issuance of securities in the third quarter of 2023.

Previous wording

Total other income (expense), net unfavorable change of $93.3 million for the six months ended June 30, 2024 compared to the same period in 2023 was primarily due to loss on issuance of securities of $68.1 million and unfavorable changes in fair value of the earn-out liabilities of $25.5 million and warrant liabilities of $3.0 million, slightly offset by $2.4 million related to the change in the fair value of SAFE Agreements which was eliminated in the first quarter of 2023.

Current wording

Total other income (expense), net unfavorable change of $198.8 million for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to unfavorable changes in fair value of the earn-out liabilities of $94.9 million and warrant liabilities of $46.9 million, increase in loss on issuance of securities of $61.4 million, slightly offset by $2.4 million related to the change in the fair value of SAFE Agreements which was eliminated in the first quarter of 2023.

Previous wording

For the three and six months ended June 30, 2024, we recognized a combined U.S. federal and state expense for income taxes of zero, and our combined U.S. federal and state income tax rates were 0.0%. For the three and six months ended June 30, 2023, we recognized a combined U.S. federal and state expense for income taxes of $3.5 million and $0.3 million, respectively, and our effective combined U.S. federal and state income tax rates were (23.1%) and 6.3%, respectively. For three and six months ended June 30, 2024, our effective tax rate differed from the statutory rate of 21% primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income. For the three and six months ended June 30, 2023, our effective tax rate differed from the statutory rate primarily due to Intuitive Machines, LLC's status as a partnership for U.S. federal income tax purposes.

Current wording

For the three and nine months ended September 30, 2024, we recognized a combined U.S. federal and state expense for income taxes of $50 thousand. For the three and nine months ended September 30, 2023, we recognized a combined U.S. federal and state expense for income taxes of $605 thousand and $292 thousand, respectively. The effective combined U.S. federal and state income tax rates were (0.06%) and (0.03%) for the three and nine months ended September 30, 2024, respectively, and 4.1% and 3.9% for the three and nine months ended September 30, 2023, respectively. For three and nine months ended September 30, 2024, our effective tax rate differed from the statutory rate of 21% primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income. For the three and nine months ended September 30, 2023, our effective tax rate differed from the statutory rate primarily due to Intuitive Machines, LLC's status as a partnership for U.S. federal income tax purposes.

Previous wording

Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. As of June 30, 2024, we expect to recognize approximately 45-50% of our backlog over the remainder of 2024, approximately 35-40% over the subsequent twelve months of 2025 and the remaining 10-20% 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, 2024, we expect to recognize approximately 15-20% of our backlog over the remainder of 2024, approximately 45-50% over the subsequent twelve months of 2025 and the remaining 30-40% 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 $55.6 million as of June 30, 2024 compared to December 31, 2023, primarily due to continued performance on existing contracts of $114.5 million and decreases related to contract value adjustments of $10.7 million primarily related to various certain fixed price contracts and task order adjustments on the OMES III contract. The decrease was partially offset by $69.6 million in new awards primarily associated with the Lunar Terrain Vehicle Services design project, a new commercial payload contract on the IM-3 mission, task order modification to the IM-2 CLPS contract and an unapproved task order modification to the IM-3 CLPS contract.

Current wording

Backlog increased by $47.6 million as of September 30, 2024 compared to December 31, 2023, due to $235.6 million in new awards primarily associated with the IM-4 CLPS contract and NSN contract awarded from NASA in the third quarter of 2024, the Lunar Terrain Vehicle Services design project, a new commercial payload contract on the IM-3 mission, task order modifications to the IM-2 CLPS contract and the IM-3 CLPS contract. These increases are partially offset by continued performance on existing contracts of $173.4 million and decreases related to contract value adjustments of $14.6 million primarily related to various certain fixed price contracts and task order adjustments on the OMES III contract.

Previous wording

As of June 30, 2024, our backlog of $213.0 million exceeded our remaining performance obligations of $94.6 million as reported in Note 3 - Revenue to our condensed consolidated financial statements included in this Quarterly Report. The difference of $118.4 million was primarily related to $51.9 million of variable consideration associated with constrained revenue, $66.5 million in backlog related to the funded value of OMES III and various other time and significant 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, 2024, our backlog of $316.2 million exceeded our remaining performance obligations of $195.5 million as reported in Note 3 - Revenue to our condensed consolidated financial statements included in this Quarterly Report. The difference of $120.7 million was primarily related to $65.4 million of variable consideration associated with constrained revenue, $55.3 million in backlog related to the funded value of OMES III and various other time and significant contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations.

Previous wording

Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income, interest expense, gain on extinguishing of debt, share-based compensation, change in fair value instruments, gain or loss on issuance of securities, other income/expense, depreciation, and provision for income taxes.

Current wording

Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income, interest expense, gain on extinguishing of debt, share-based compensation, change in fair value instruments, gain or loss on issuance of securities, other income/expense, depreciation, impairment of property and equipment, and provision for income taxes.

Previous wording

•Adjusted EBITDA does not consider the impact of change in fair value of SAFE Agreements, change in fair value of earn-out liabilities, change in fair value of warrant liabilities, or loss on issuance of securities that we do not consider to be routine in nature for the ongoing financial performance of our business;

Current wording

•Adjusted EBITDA does not consider the impact of change in fair value of SAFE Agreements, change in fair value of earn-out liabilities, change in fair value of warrant liabilities, loss on issuance of securities, or impairment of property and equipment, that we do not consider to be routine in nature for the ongoing financial performance of our business;

Previous wording

As of June 30, 2024, we had cash and cash equivalents of $31.6 million and working capital deficit of $1.9 million. For the six months ended June 30, 2024, the Company received approximately $78.8 million in gross proceeds from warrant exercises, sales of stock under our ATM Program, and other equity transactions, as further described in Notes 7 and 8.

Current wording

As of September 30, 2024, we had cash and cash equivalents of $89.6 million and working capital of $73.0 million. For the nine months ended September 30, 2024, the Company received approximately $161.4 million in gross proceeds from sales of stock under our ATM Program, warrant exercises, and other equity transactions, as further described in Notes 7 and 8.

Previous wording

In connection with the Business Combination as discussed in Notes 1 and 7, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement. Additionally, in April 2024, the Company and Cantor entered into a Controlled Equity Offering Sales Agreement with Cantor acting as the Company’s exclusive sales agent for the sale of newly issued shares of Class A Common Stock for aggregate proceeds up to $100.0 million, as further described in Note 7. During the second quarter of 2024, the Company raised approximately $17.0 million in net proceeds pursuant to the at-the-market financing facility, followed by an additional raise of $4.1 million in net proceeds received in early July 2024.

Current wording

In connection with the Business Combination as discussed in Notes 1 and 7, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement. The Cantor Purchase Agreement contractually terminated on September 1, 2024 and no shares of Class A Common Stock were sold to CFPI under the Cantor Purchase Agreement. Additionally, in April 2024, the Company and Cantor entered into a Controlled Equity Offering Sales Agreement with Cantor acting as the Company’s exclusive sales agent for the sale of newly issued shares of Class A Common Stock for aggregate proceeds up to $100.0 million, as further described in Note 7 as the ATM Program. Pursuant to the ATM program, the Company raised approximately $97.5 million, net of $2.5 million in transaction fees, during the second and third quarters of 2024.

Previous wording

Management believes that the cash and cash equivalents as of June 30, 2024, and the additional liquidity available with the Cantor Purchase Agreement and Controlled Equity Offering Sales Agreement as further discussed in Note 7, 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, 2024 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

In December 2019, the Company entered into a loan agreement with Live Oak Banking Company (the “Credit Mobilization Facility”) which provided a $12.0 million credit mobilization facility that was paid in full as of November 2023. In July 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million credit mobilization facility with a loan maturity of July 14, 2024. The Credit Mobilization Facility bears interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2.0% and (b) 5.0% and requires the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company.

Current wording

In December 2019, the Company entered into a loan agreement with Live Oak Banking Company (the “Credit Mobilization Facility”) which provided a $12.0 million credit mobilization facility that was paid in full as of November 2023. In July 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million credit mobilization facility with a loan maturity of July 14, 2024. The Credit Mobilization Facility bears interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2.0% and (b) 5.0% and requires the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $8.0 million outstanding under the Credit Mobilization Facility as of December 31, 2023. The Company paid $5.0 million during the second quarter of 2024, and paid the remaining $3.0 million in July 2024 and the facility has been terminated. See Note 5 - Debt to our condensed consolidated financial statements for additional information related to the credit mobilization facilities.

Showing the first 40 of 50 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

•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 September 30, 2024.

Current report — wording carried from elsewhere

Loan offset by the repayment of $10.0 million, $8.0 million repayment on a loan under our Credit Mobilization Facility, and $2.3 million in payments of withholding taxes from share-based awards.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

There was $3.0 million and $8.0 million outstanding under the Credit Mobilization Facility as of June 30, 2024 and December 31, 2023, respectively. The Company paid $5.0 million during the second quarter of 2024, and paid the remaining $3.0 million in July 2024 on the Credit Mobilization Facility. See Note 5 - Debt to our condensed consolidated financial statements for additional information related to the credit mobilization facilities.