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Nauticus Robotics Inc

For the period ended Sep 30, 2024. Filed Nov 12, 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 12, 2024

KITT$1.25+8.7%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 2024-08-14.

0001849820-24-000209

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

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0001849820-24-000264

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

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 31 previous paragraphs and 31 current paragraphs.

17 unchanged; 14 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 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.

Reworded paragraphs (14)

Previous wording

Three and six months ended June 30, 2024, compared to three and six months ended June 30, 2023

Current wording

Three and nine months ended September 30, 2024, compared to three and nine months ended September 30, 2023

Previous wording

Revenue. For the three and six months ended June 30, 2024, revenue decreased $626,407 and $2,982,833, or 56% and 76%, respectively, as compared to the three and six months ended June 30, 2023, primarily driven by a reduction in government related contracts.

Current wording

Revenue. For the three and nine months ended September 30, 2024, revenue decreased $1,223,667 and $4,206,500, or 77% and 76%, respectively, as compared to the three and nine months ended September 30, 2023, primarily driven by a reduction in government related contracts.

Previous wording

Cost of revenue. For the three months ended June 30, 2024, cost of revenue increased $974,792 or 51%, as compared to the three months ended June 30, 2023 primarily driven by costs relating to testing of the vehicle, Aquanaut. For the six months ended June 30, 2024, cost of revenue decreased $136,480 or 3%, as compared to the six months ended June 30, 2023 driven by the decrease in revenue offset by costs relating to commercialization of the vehicle.

Current wording

Cost of revenue. For the three months ended September 30, 2024, cost of revenue decreased $3,361 or 0%, as compared to the three months ended September 30, 2023 primarily driven by decreased revenue offset by costs relating to testing of the Aquanaut vehicle. For the nine months ended September 30, 2024, cost of revenue increased $133,119 or 2%, as compared to the nine months ended September 30, 2023 driven by costs relating to commercialization of the vehicle.

Previous wording

Depreciation. For the three and six months ended June 30, 2024, depreciation increased $358,377 and $511,463, or 674% and 157%, respectively, as compared to the three and six months ended June 30, 2023, due to the increase in property and equipment.

Current wording

Depreciation. For the three and nine months ended September 30, 2024, depreciation increased $285,343 and $796,806, or 178% and 164%, respectively, as compared to the three and nine months ended September 30, 2023, due to the increase in property and equipment.

Previous wording

Research and development. For the three and six months ended June 30, 2024, research and development costs decreased $482,761 and $646,194, or 100% and 91%, respectively, compared to the three and six months ended June 30, 2023, primarily due to the Company achieving technological feasibility in both hardware and software development and focusing on bringing its products to market.

Current wording

Research and development. For the three and nine months ended September 30, 2024, research and development costs decreased $275,154 and $920,779, or 100% and 93%, respectively, compared to the three and nine months ended September 30, 2023, primarily due to the Company achieving technological feasibility in both hardware and software development and focusing on bringing its products to market.

Previous wording

General and administrative. For the three and six months ended June 30, 2024, general and administrative costs decreased $2,333,277 and $4,115,911, or 42% and 38%, respectively, compared to the three and six months ended June 30, 2023, driven by headcount reductions and a concerted effort to reduce costs.

Current wording

General and administrative. For the three and nine months ended September 30, 2024, general and administrative costs decreased $3,858,934 and $7,975,414, or 58% and 46%, respectively, compared to the three and nine months ended September 30, 2023, driven by headcount reductions and a concerted effort to reduce costs.

Previous wording

Other (income) expense, net. For the three months ended June 30, 2024, other expense related mainly to franchise tax expense and taxes incurred from activity in Brazil. For the six months ended June 30, 2024, other expense related to franchise tax expense and taxes incurred from activity in Brazil partially offset by proceeds received from the sale of expensed equipment. For the six months ended June 30, 2023, other expense related primarily to a state sales tax assessment of $1.2 million from the Texas Comptroller of Public Accounts for which the audit is currently ongoing.

Current wording

Other (income) expense, net. For the three and nine months ended September 30, 2024, other expense related mainly to an accrual of $2,135,480 for the debt conversion liability (see Note 6, "Accrued Liabilities"). For the nine months ended September 30, 2023, other expense related primarily to a state sales tax assessment of $1.2 million from the Texas Comptroller of Public Accounts for which the audit is currently ongoing.

Previous wording

Gain on lease termination. For the three months ended June 30, 2024, a gain on lease termination of $8,532 was reported relating to a second agreement to reduce leased office space in Norway. For the six months ended June 30, 2024, a gain on lease termination of $23,897 was reported, primarily due to the reduction in leased office space in Norway.

Current wording

Gain on lease termination. For the nine months ended September 30, 2024, a gain on lease termination of $23,897 was reported, primarily due to the reduction in leased office space in Norway.

Previous wording

Change in fair value of warrant liabilities. For the three and six months ended June 30, 2024, a gain in the fair value of warrant liabilities of $4,422,701 and $12,732,324, respectively, was reported as compared to a gain of $29,668,454 and $27,431,550 for the three and six months ended June 30, 2023, respectively.

Current wording

Change in fair value of warrant liabilities. For the three months ended September 30, 2024 and 2023, the Company reported a gain and loss in the fair value of warrant liabilities of $615,505 and $8,656,392, respectively. For the nine months ended September 30, 2024 and 2023, the Company reported a gain in the fair value of warrant liabilities of $13,347,829 and $18,775,158, respectively.

Previous wording

Interest expense, net. For the three months ended June 30, 2024, interest expense, net, increased $2,112,826 or 136%, driven by interest on the convertible senior secured term loans received in the second half of 2023 and the first half of 2024. For the six months ended June 30, 2024, interest expense, net decreased, $368,869 or 6%. Interest expense for the six months ended June 30, 2023 included $4 million associated with liquidated damages and interest arising out of the RRA. The decrease is partially offset by increased interest expense for the six months ended June 30, 2024 relating to the convertible senior secured term loans.

Current wording

Interest expense, net. For the three months ended September 30, 2024, interest expense, net, increased $3,238,106 or 371%, driven by interest on the convertible senior secured term loans received in the second half of 2023 and the first half of 2024. For the nine months ended September 30, 2024, interest expense, net increased, $2,869,237 or 39% driven by interest on the convertible senior secured term loans. Interest expense for the nine months ended September 30, 2023 also included $4 million associated with liquidated damages and interest arising out of the RRA.

Previous wording

As of June 30, 2024, the Company had $8,122,943 of cash and cash equivalents. The cash equivalents consist of money market funds.

Current wording

As of September 30, 2024, the Company had $2,915,757 of cash and cash equivalents. The cash equivalents consist of money market funds.

Previous wording

Significant sources and uses of cash during the six months ended June 30, 2024.

Current wording

Significant sources and uses of cash during the nine months ended September 30, 2024.

Previous wording

•Cash used in operating activities was $15,051,198, of which $3,314,573 was used to increase working capital.

Current wording

•Cash used in operating activities was $20,128,427, of which $1,123,878 was used to increase working capital.

Previous wording

•Cash from in investing activities related mainly to proceeds from the sale of AHFS of $419,720, offset by capital expenditures of $351,942.

Current wording

•Cash used in investing activities related to capital expenditures of $466,712 partially offset by proceeds from the sale of AHFS of $420,220.