UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q ____________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 001-40823 ____________________________ INTUITIVE MACHINE ...

Acquisition Details - The acquisition involves Intuitive Machines, Inc. purchasing 100% of the membership interests of Lanteris Space Holdings LLC from Vantor Holdings Inc. for a consideration to be determined[10]. - The transaction is expected to enhance Intuitive Machines' capabilities in mission systems engineering and spacecraft manufacturing, targeting both commercial and government customers[24]. - The closing of the transaction is subject to various conditions precedent, including regulatory approvals and other customary closing conditions[10]. - The parties have agreed to enter into a transitional services agreement to ensure a smooth integration post-acquisition[8]. - The total consideration for the acquisition will be adjusted based on post-closing adjustments as outlined in the agreement[3]. - The Cash Consideration Amount is set at $450,000,000, with adjustments applicable post-Closing[27]. - The total consideration for the acquisition includes a cash consideration amount plus $350 million[140]. - The cash portion adjustment amount is capped at $50 million if the calculated amount exceeds this threshold[141]. - The closing date is expected to occur no later than five business days after all conditions are satisfied, but not before February 1, 2026[138]. - The pre-closing merger will result in the cessation of Space Robotics' corporate existence, with Lanteris Space LLC as the surviving entity[139]. Financial Considerations - Closing Cash on Hand shall not exceed $7,500,000 in aggregate[30]. - Closing Working Capital is calculated as consolidated current assets minus consolidated current liabilities, excluding certain specified accounts[33]. - The Company will not include any amounts reflected in Closing Cash on Hand, Closing Indebtedness, and Closing Transaction Expenses in the Closing Working Capital[34]. - The Equity Transaction Bonus Value is equal to 43.75% of the dollar value of the Company Transaction Bonuses[49]. - The Company is subject to adjustment terms as outlined in Sections 3.1 and 3.2 regarding the Cash Consideration Amount[27]. - The closing working capital target is set at $(90 million)[131]. - The upper working capital collar is $(70 million), indicating a negative threshold[130]. - The estimated closing transaction expenses are to be calculated and provided three business days prior to the closing date[144]. - The transaction expenses related to the acquisition are estimated to be $1 million for audit expenses[126]. - Within 90 days post-Closing, Purchaser must deliver a Closing Statement detailing Closing Working Capital Adjustment, Closing Cash on Hand, Closing Indebtedness, and Closing Transaction Expenses[148]. - The Closing Statement is final unless Seller disputes it within 45 days, detailing the disagreement and dollar amounts involved[149]. - If the Closing Working Capital Adjustment exceeds the Estimated amount, the Cash Consideration Amount will increase accordingly[152]. - Any adjustments resulting in a reduction of the Cash Consideration Amount must be paid by Seller to Purchaser within 5 business days after final determination[153]. Legal and Compliance - The agreement includes representations and warranties from both the seller and purchaser regarding financial statements and legal compliance[4]. - The Company must comply with Environmental Laws concerning pollution and worker health or safety[48]. - The Company is required to obtain FCC Approval for the transfer of licenses and authorizations[56]. - "Legal Proceedings" encompass any judicial or administrative actions involving the Group Companies[82]. - Each Group Company holds all necessary permits and is in compliance with all applicable laws for the lawful conduct of the Business[171]. - All material Taxes owed by the Group Companies have been timely paid, and all required Tax Returns are true and complete[172]. - The Group Companies have maintained compliance with U.S. national industrial security requirements over the past three years[200]. Intellectual Property and Technology - "Intellectual Property" includes patents, trademarks, copyrights, and trade secrets, essential for the company's competitive advantage[76]. - The Group Companies exclusively own all rights to the Company Intellectual Property, which is valid and enforceable[185]. - The Group Companies have taken commercially reasonable measures to maintain the confidentiality of material trade secrets included in the Company Intellectual Property[187]. - All material IT Systems used in the Business are sufficient and operate in accordance with their intended purposes[188]. - No Group Company has suffered any material malfunction of the IT Systems that has not been remedied[189]. - Each Group Company has materially complied with all Privacy Laws and has used commercially reasonable safeguards to protect Personal Information over the past three years[191]. - No Group Company has experienced material security breaches involving Personal Information in the past three years[191]. Market Position and Strategy - The transaction is anticipated to strengthen Intuitive Machines' market position in the space exploration sector[24]. - The acquisition is part of a broader strategy for market expansion and technological advancement in the aerospace industry[24].

Core Insights - Zai Lab is a global biopharmaceutical company with a focus on oncology, immunology, neuroscience, and infectious diseases, currently having seven products approved in China [1][2] - The company expects significant revenue growth, projecting total revenue to reach US$2.0 billion by 2028, driven by the sales ramp-up of existing products and the approval of new products [1][2] Group 1: Product Portfolio and Revenue Growth - Zai Lab's first commercial product, ZEJULA, was approved in China in 2019, and the company currently has seven commercialized products [1] - In 2024, the company's total revenue is projected to be US$399 million, representing a 50% year-over-year increase, primarily due to the sales ramp-up of new products like VYVGART and NUZYRA [1] - Efgartigimod, an FcRn antagonist, is expected to become a blockbuster product, with domestic sales reaching US$94 million in 2024, an increase of 835% year-over-year [2] Group 2: Pipeline Development and Future Prospects - The company is actively expanding its product pipeline, focusing on areas such as antibody-drug conjugates (ADCs) and bispecific antibodies (biAbs), with several products granted Fast Track Designation by the FDA [2] - ZL-1310 has shown promising results in clinical trials, with plans to initiate a global pivotal trial in the second half of 2025 [2] - The company anticipates filing at least one new IND application annually, indicating a robust pipeline development strategy [2] Group 3: Financial Projections - The company is projected to achieve non-GAAP operating profit in the fourth quarter of 2025, with revenue estimates of US$553 million in 2025, US$802 million in 2026, and US$1.203 billion in 2027 [3] - A net loss of US$134 million is expected in 2025, transitioning to a net profit of US$15 million in 2026 and US$173 million in 2027 [3] - The target price derived from DCF valuation is HK$35.2, indicating a 39% upside potential [3]

Financial Performance - Total revenue for Q2 2025 was $50,313,000, representing a 20.2% increase from $41,641,000 in Q2 2024[19] - Operating loss for Q2 2025 was $28,640,000, compared to an operating loss of $27,500,000 in Q2 2024[19] - Net loss attributable to Class A common shareholders for Q2 2025 was $25,332,000, compared to a net income of $18,534,000 in Q2 2024[19] - As of June 30, 2025, the net loss attributable to the Company was $36,577,000, compared to a net loss of $25,181,000 for the previous quarter[30] - For the six months ended June 30, 2025, the net loss was $37,231 thousand, a decrease from a net loss of $101,376 thousand for the same period in 2024[38] - The company had a net loss of $37,231,000 for the six months ended June 30, 2025, compared to a net loss of $101,376,000 for the same period in 2024[139] Assets and Liabilities - Cash and cash equivalents increased to $344,901,000 as of June 30, 2025, up from $207,607,000 as of December 31, 2024[17] - Total assets as of June 30, 2025, were $475,639,000, compared to $355,404,000 as of December 31, 2024[17] - Total liabilities decreased to $184,746,000 as of June 30, 2025, down from $351,483,000 as of December 31, 2024[17] - The total shareholders' deficit increased to $379,123,000 as of June 30, 2025, from $135,223,000 as of March 31, 2025[30] - The accumulated deficit as of June 30, 2025, was $(347,689,000), a decrease from $(996,453,000) as of December 31, 2024[17] Shareholder Information - Weighted average shares outstanding for basic calculation was 117,434,775 for Q2 2025, compared to 55,093,365 for Q2 2024[19] - The balance of Class A common stock increased to 119,849,589 shares as of June 30, 2025, from 119,329,328 shares as of March 31, 2025[30] - The Company issued 15,358,229 Class A common shares for warrants exercised, resulting in an increase of $176,554,000 in paid-in capital[32] - As of June 30, 2025, the Company had 117,658,509 shares of Class A Common Stock outstanding[97] Cash Flow and Financing Activities - Cash provided by financing activities was $151,314 thousand, compared to $70,608 thousand in the prior year[38] - The company reported a net cash increase of $137,294 thousand, up from $29,113 thousand in the previous year[38] - Warrants exercised generated $176,620 thousand in cash for the company, compared to $51,360 thousand in the previous year[38] - The company entered into a secured revolving credit facility with Stifel Bank for up to $40.0 million, which remained unborrowed as of June 30, 2025[66] Revenue Recognition and Contracts - For the three months ended June 30, 2025, fixed price contracts generated $27,534 thousand, accounting for 55% of total revenue[75] - Contract liabilities as of June 30, 2025, totaled $71,641 thousand, a decrease from $79,518 thousand as of December 31, 2024[78] - The aggregate amount of remaining performance obligations as of June 30, 2025, was $125.4 million, with expected revenue recognition of 25-30% over the next 6 months[81] - Contract loss provision for the IM-3 mission contract was $8.4 million as of June 30, 2025, reflecting ongoing cost overruns[80] Expenses and Costs - Share-based compensation expense for the six months ended June 30, 2025, was $5,364,000[32] - Sales and marketing expenses for the three months ended June 30, 2025, were $1.4 million, compared to $0.7 million in the same period of 2024, reflecting a 102% increase[166] - Research and development costs for the six months ended June 30, 2025, were $1.4 million, up from $0.6 million in the same period of 2024, representing a 133% increase[166] Compliance and Legal Matters - As of June 30, 2025, the Company was not in compliance with the financial covenant related to the minimum revenue level, but Stifel Bank agreed to waive this covenant for Q2 2025[87] - The company accrued approximately $2.1 million for legal proceedings as of June 30, 2025[143] Strategic Initiatives - The company is focused on establishing lunar infrastructure to support cislunar and deep space commerce, contributing to the development of technology platforms in delivery services, data transmission services, and infrastructure as a service[40] - The company plans to acquire KinetX, Inc. for an aggregate base consideration of $30.0 million, expected to close on or before October 1, 2025[169] - The company is expanding its Lunar Production and Operations Center with an investment of at least $12.0 million for new production and testing facilities[170]

Financial Performance - Achieved $50.3 million in revenue for Q2 2025, representing a 21% increase compared to Q2 2024, driven by growth across key programs[5] - Revenue for the three months ended June 30, 2025, was $50.3 million, an increase from $41.6 million in the same period of 2024, representing a growth of 20%[19] - Full-year 2025 revenue is projected to be near the low-end of prior outlook, with expectations of reaching approximately $275 million[6] - The company reported a net loss attributable to Class A common shareholders of $(25.3) million for the three months ended June 30, 2025, compared to a net income of $18.5 million in 2024[19] - Operating loss for the six months ended June 30, 2025, was $(38.7) million, compared to $(30.3) million for the same period in 2024, indicating a deterioration in performance[19] Cash and Liquidity - Ended Q2 2025 with $345 million in cash, maintaining a debt-free status and strong liquidity for operations and growth[5] - Cash and cash equivalents at the end of the period on June 30, 2025, were $344.9 million, a substantial increase from $31.6 million at the end of June 2024[21] - Net cash provided by operating activities for the six months ended June 30, 2025, was $156 thousand, a significant improvement from $(37.7) million in 2024[21] - Free cash flow for the six months ended June 30, 2025, was $(14.0) million, compared to $(41.5) million in 2024, showing a reduction in cash outflow[26] Strategic Initiatives - Signed a purchase agreement to acquire KinetX, enhancing capabilities in space navigation and flight dynamics software[5] - Expanded production footprint at Houston Spaceport by 140,000 square feet to support in-house satellite and spacecraft production[5] - Awarded a $9.8 million phase two contract from a National Security customer for the advancement of the Orbital Transfer Vehicle[5] - Received a $10 million award from the Texas Space Commission for the Earth Reentry Program, partnering with Space Forge for semiconductor manufacturing[5] - The company has a robust pipeline of strategic M&A opportunities, particularly in data services and National Security Space markets[4] Assets and Backlog - Total assets increased to $475.6 million as of June 30, 2025, up from $355.4 million at the end of 2024[17] - Backlog as of June 30, 2025, was $256.9 million, down from $328.3 million at the end of 2024, a decrease of $71.4 million primarily due to performance on existing contracts[28] Operating Expenses and Income - Total operating expenses for the three months ended June 30, 2025, were $79.0 million, up from $69.1 million in 2024, reflecting a rise of approximately 14%[19] - Interest income for the three months ended June 30, 2025, was $3.4 million, a significant increase from $20 thousand in the same period of 2024[19] - The change in fair value of earn-out liabilities for the six months ended June 30, 2025, was $33.4 million, compared to $488 thousand in 2024, indicating significant volatility in this area[21] Future Expectations - Continued expectation of positive adjusted EBITDA in 2026[6]

[Part I – Financial Information](index=6&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2025 net income improved to $0.975 million due to favorable warrant liability changes and increased assets [Unaudited Condensed Consolidated Balance Sheets](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $500.0 million while liabilities decreased to $172.4 million, significantly improving the shareholders' deficit Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $373,253 | $207,607 | | Total current assets | $431,312 | $293,161 | | Total assets | $500,014 | $355,404 | | **Liabilities & Equity** | | | | Total current liabilities | $98,148 | $98,831 | | Earn-out liabilities | $0 | $134,156 | | Warrant liabilities | $25,776 | $68,778 | | Total liabilities | $172,400 | $351,483 | | Total shareholders' deficit | $(135,223) | $(1,008,034) | [Unaudited Condensed Consolidated Statements of Operations](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 revenue decreased to $62.5 million, but non-operating income drove a net income of $0.975 million Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenue | $62,524 | $73,219 | | Operating loss | $(10,077) | $(2,775) | | Change in fair value of warrant liabilities | $43,002 | $(23,964) | | Loss on issuance of securities | $0 | $(68,676) | | Net income (loss) | $975 | $(118,031) | | Net loss per share of Class A common stock | $(0.11) | $(2.68) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash increased by $165.6 million in Q1 2025, driven by strong financing activities from warrant exercises Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $19,419 | $(6,442) | | Net cash used in investing activities | $(6,122) | $(1,588) | | Net cash provided by financing activities | $152,349 | $60,754 | | **Net increase in cash** | **$165,646** | **$52,724** | | Cash and cash equivalents at end of period | $373,253 | $55,242 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail a revenue shift to fixed-price contracts, significant liquidity from warrant exercises, and major purchase commitments - The company operates in one reportable segment focused on cislunar infrastructure and commerce, with its business structured around three pillars: delivery services, data transmission services, and infrastructure as a service[31](index=31&type=chunk)[152](index=152&type=chunk) - A single major customer, **NASA**, accounted for **78% of total revenue** for the three months ended March 31, 2025, down from 92% in the same period of 2024[47](index=47&type=chunk) - In February 2025, the company redeemed all outstanding public and private warrants, generating approximately **$176.6 million in gross proceeds** from exercises before the redemption date[56](index=56&type=chunk)[98](index=98&type=chunk) - As of March 31, 2025, the company had remaining purchase obligations under non-cancelable commitments totaling **$93.8 million**, with payments extending through 2027[136](index=136&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses decreased Q1 revenue, a strengthened liquidity position from warrant exercises, and a backlog of $272.3 million - The company's Nova-C lander became the first U.S. vehicle to softly land on the lunar surface since 1972 in February 2024 (IM-1 mission), followed by a second landing at the southernmost location of the moon in March 2025 (IM-2 mission)[160](index=160&type=chunk) - Backlog decreased to **$272.3 million** as of March 31, 2025, from $328.3 million at the end of 2024, mainly due to revenue recognition of $62.5 million on existing contracts, partially offset by $6.5 million in new awards[219](index=219&type=chunk)[220](index=220&type=chunk) - The company's liquidity position was significantly enhanced, with cash and cash equivalents increasing to **$373.3 million** as of March 31, 2025, primarily due to **$176.6 million in proceeds from warrant exercises**[232](index=232&type=chunk) Financial Results Comparison (in thousands) | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $62,524 | $73,219 | $(10,695) | | Operating Loss | $(10,077) | $(2,775) | $(7,302) | | Net Income (Loss) | $975 | $(118,031) | $119,006 | | Adjusted EBITDA | $(6,610) | $1,565 | $(8,175) | [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from this disclosure requirement as a smaller reporting company - As a smaller reporting company, Intuitive Machines is not required to provide quantitative and qualitative disclosures about market risk[256](index=256&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective as of March 31, 2025 - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2025[257](index=257&type=chunk) - No changes occurred during the first quarter of 2025 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[258](index=258&type=chunk) [Part II – Other Information](index=48&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending a breach of contract lawsuit related to stock conversion and faces other routine legal proceedings - The company is defending a breach of contract action filed by Starlight Strategies IV LLC related to the conversion of Series A Preferred Stock, and intends to **vigorously defend the litigation**[135](index=135&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) No material changes have been made to the risk factors disclosed in the 2024 Annual Report on Form 10-K - No material changes to the risk factors disclosed in the 2024 Annual Report on Form 10-K have occurred as of the date of this quarterly report[261](index=261&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Information regarding unregistered sales of equity securities was previously disclosed in a Form 8-K filing - Details on unregistered sales of equity securities were previously reported on a Form 8-K filed on February 4, 2025[262](index=262&type=chunk) [Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None [Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable [Other Information](index=48&type=section&id=Item%205.%20Other%20Information) None [Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including required CEO and CFO certifications

Financial Performance - Intuitive Machines achieved $62.5 million in revenue for Q1 2025, representing a 14% increase compared to Q4 2024, driven by growth across key programs[5] - Total revenue for the three months ended March 31, 2025, was $62,524,000, a decrease of 14.5% compared to $73,219,000 for the same period in 2024[19] - Operating loss for the same period was $10,077,000, compared to an operating loss of $2,775,000 in the prior year, indicating a significant increase in losses[19] - The company reported a net income of $975,000 for the three months ended March 31, 2025, compared to a net loss of $118,031,000 in the same period last year[19] - The change in fair value of warrant liabilities resulted in a gain of $43,002,000 for the period, contrasting with a loss of $23,964,000 in the previous year[19] - Total operating expenses decreased to $72,601,000 for the three months ended March 31, 2025, from $75,994,000 in 2024, reflecting cost management efforts[19] Cash Flow and Liquidity - Positive operating cash flow of $19.4 million was generated in Q1 2025, resulting in a positive free cash flow of $13.3 million after $6.1 million in capital expenditures[5] - Net cash provided by operating activities was $19,419,000 for the three months ended March 31, 2025, compared to a net cash used of $6,442,000 in 2024[21] - Free cash flow for the period was $13,297,000, a recovery from a negative free cash flow of $8,030,000 in the previous year[26] - Cash and cash equivalents at the end of the period were $373,253,000, up from $55,242,000 at the end of March 2024[21] Backlog and Future Outlook - Intuitive Machines has a contracted backlog that serves as a forward-looking indicator of potential sales, reflecting the revenue expected from awarded contracts[11] - The company's backlog decreased by $56,000,000 to $272,336,000 as of March 31, 2025, primarily due to performance on existing contracts[27] - The full-year 2025 revenue outlook is projected to be between $250 million and $300 million[6] - The company anticipates achieving positive adjusted EBITDA by the end of 2025, with expectations for positive adjusted EBITDA in 2026[6] Contracts and Funding - The company was awarded an $18 million funding for the next two milestones of NASA's Near Space Network Services contract in Q2 2025, following the execution of the first two milestones worth $9 million in Q1 2025[5] - A $10 million grant was received from the Texas Space Commission to develop an Earth reentry vehicle and microgravity research lab, which is expected to support future Moon and Mars missions[5] - Intuitive Machines is the sole contractor for the Air Force Research Laboratory's JETSON contract, focusing on low power nuclear electric propulsion technology[5] Margins and Cost Management - The company expanded its gross margin to 11%, or $6.7 million, in Q1 2025, marking the third consecutive quarter of positive gross margin[5] - Total liabilities decreased to $172,400,000 as of March 31, 2025, from $351,483,000 at the end of 2024[19] - The Lunar Terrain Vehicle Services preliminary design review was completed in May 2025, enhancing capabilities for NASA's upcoming RFP and award[5]

Financial Contracts and Revenue - Intuitive Machines has secured a total of $430.2 million in NASA CLPS and Tipping Point contracts, $52.4 million in commercial payloads, and $36.3 million in rideshares as of December 31, 2024[36]. - In August 2024, Intuitive Machines was awarded a $116.9 million contract by NASA to deliver six science and technology payloads to the Moon's South Pole[34]. - The company received a $30.8 million contract from NASA for the Lunar Terrain Vehicle (LTV) project, which is part of NASA's $4.6 billion LTV Services initiative[44]. - Approximately 90% of revenues for the years ended December 31, 2024, and 2023, came from one major customer, indicating significant customer concentration risk[84]. - The company expects revenue streams from delivery services to include transportation of payloads to various destinations in space, leveraging proprietary engine technology[220]. Missions and Achievements - The company successfully completed its IM-1 mission, landing 9 degrees from the lunar South Pole in March 2024, and its IM-2 mission at the southernmost location of the Moon, 5 degrees from the South Pole in March 2025[32]. - The IM-1 Nova-C lander carried approximately 100 kilograms of payloads and downloaded over 500 MB of customer data on the Lunar Data Network[23]. - The IM-2 mission demonstrated the ability to manage power in extreme thermal conditions and downloaded 500 MB of payload customer data from the lunar surface[23]. - The IM-1 lander became the first U.S. vehicle to softly land on the lunar surface since 1972, carrying approximately 100 kilograms of payloads[212]. - The company has received four Commercial Lunar Payload Services (CLPS) awards as of December 31, 2024, indicating a strong position in lunar access services[212]. Partnerships and Collaborations - The company has established partnerships with various companies, including Goonhilly for ground services and CesiumAstro for data transmission services[33]. - A joint venture with X-energy has led to a $5 million Phase 1 contract from NASA to develop a Fission Surface Power (FSP) system, with a follow-on contract of $2.9 million awarded in August 2024 for design maturation and technology demonstrations[46]. - The company is actively pursuing opportunities in the National Security Space sector, including a $9.5 million contract with the U.S. DoD for the JETSON Low Power project[32]. - The company is pursuing adjacent market opportunities, including a $9.5 million JETSON Low Power project for the Air Force Research Laboratory, aimed at developing navigation beacons in cislunar space[49]. Operational and Manufacturing Capabilities - The company operates a leased integrated manufacturing facility in Houston, Texas, completed in late 2023, spanning 12.5 acres with over 100,000 square feet of production space[61]. - The company completed its Lunar Production and Operations Center (LPOC) in Houston, Texas, in late 2023, spanning 12.5 acres with over 100,000 square feet of advanced production space[195]. - In 2024, the company opened a 22,000 square foot facility in Glen Burnie, Maryland, focusing on mechanisms and robotics for space-flight equipment[196]. - The company launched a 16,000 square foot lunar data analytics facility in Phoenix, Arizona, in 2024, to analyze lunar landing sites and mobility paths[197]. Research and Development - The company is focused on advancing R&D, particularly in technologies that enhance lunar lander designs and improve efficiency in data capture[56]. - The company is driving the commercialization of the Lunar Transport Vehicle (LTV) to support diverse lunar infrastructure needs, focusing on applications like regolith harvesting and power generation[45]. - The company aims to achieve leading time to market across its core pillars through vertical integration and rapid iterative testing[217]. Risks and Challenges - The company has experienced growth in a rapidly evolving industry, but its limited operating history makes it difficult to forecast future results and plan for growth[79]. - Delays in launching satellites and lunar landers are common, which could adversely affect the company's business and financial condition[96][97]. - The market for commercial spaceflight is still emerging, and the company's growth estimates may not materialize as expected[94][95]. - The company faces intense competition from existing and new firms, which could pressure pricing and market share[85][86]. - Cybersecurity risks are increasing, and any breaches could lead to significant costs and reputational harm[92][93]. - The company may face challenges in attracting and retaining key personnel, which could negatively impact operations and profitability[78]. - The company has a history of net operating losses and may continue to incur operating losses for the foreseeable future, necessitating additional capital to sustain operations[98]. - The reliance on a limited number of suppliers for raw materials and components exposes the company to risks related to price volatility, quality, and availability, potentially leading to manufacturing delays[102][103]. - Rising inflation has resulted in increased costs, including higher interest rates and labor costs, which may adversely affect the company's financial condition and results of operations[106]. - The company faces significant risks associated with commercial spaceflight, including the potential for accidents that could lead to loss of life and substantial financial losses[99][100]. - The company is dependent on technology and automated systems, and any failures could negatively impact operations and result in increased costs[108]. - The company may incorporate artificial intelligence into its operations, but challenges in managing its use could lead to competitive disadvantages and reputational harm[109]. - Compliance with various laws and regulations is critical, and any changes could materially affect the company's operations and financial results[112][114]. - The company is subject to stringent U.S. export control laws, and violations could result in significant penalties and impact business operations[126]. - The inability to secure necessary export authorizations could limit the company's ability to compete and operate its spaceflight business effectively[127]. - U.S. government contracts are often only partially funded and subject to immediate termination, which could adversely affect revenue[131]. - Negative audit findings on U.S. government contracts could lead to adjustments in contract costs and impact profitability[133]. - Uncertain macro-economic and political conditions could materially affect the company's business and cash flows[137]. - The ongoing military conflict and sanctions related to the invasion of Ukraine have led to significant market disruptions and volatility in commodity prices, which could adversely impact the company's operations and financial performance[140]. Governance and Financial Structure - Founders control approximately 62% of the combined voting power, which may limit minority stockholders' influence on corporate decisions[171]. - The multi-class capital structure may lead to exclusion from certain stock indices, adversely affecting the attractiveness of Class A Common Stock[175]. - The company is authorized to issue preferred stock, which could dilute the ownership of Class A Common Stock holders and adversely affect its market price[184]. - The company expects to issue additional capital stock in the future, which will result in dilution for existing stockholders[186]. - The company is required to make substantial cash payments under the Tax Receivable Agreement, which could reduce available cash for other purposes[157]. - The Tax Receivable Agreement (TRA) payments may significantly reduce overall cash flow, impacting liquidity and investment capabilities[158]. - Payments under the TRA could exceed 85% of actual cash tax savings realized, potentially straining financial resources[163]. - The concentration of voting power among Founders may delay or prevent acquisitions, impacting stockholder value[173]. - The company may need to incur debt to finance TRA payments if cash resources are insufficient, affecting overall financial stability[163]. - The company has provisions in its Certificate of Incorporation and By-Laws that could delay or prevent hostile takeovers, potentially depressing the trading price of its Class A Common Stock[176]. Cybersecurity and Compliance - The company is subject to extensive cybersecurity regulations and is progressing towards full implementation of the Cybersecurity Maturity Model Certification (CMMC) 2.0 standards by 2025[194]. - The Board oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to align risk exposure with strategic objectives[192]. - The company has built operational processes to ensure the integrity of its systems, but there is no assurance against operational failures due to cyber incidents[189]. - The company has not experienced any cybersecurity incidents that materially impacted its business strategy or financial condition, but future costs to counter cyber threats may increase significantly[191]. - The company may face significant costs and reputational harm from potential claims, litigation, or shareholder activism[183]. - The company’s exclusive-forum provisions may limit stockholders' ability to bring claims in a judicial forum of their choosing, potentially discouraging lawsuits[180].

Financial Performance - Achieved Q4 2024 revenue of $54.7 million, a 79% increase year-over-year, and full-year revenue of $228.0 million, nearly three times the revenue of 2023[4] - Revenue for the three months ended December 31, 2024, was $54,662 thousand, a significant increase from $30,591 thousand in the same period of 2023, representing an increase of 78.6%[18] - Full-year 2025 revenue outlook projected between $250 million and $300 million[5] - Operating loss for the year ended December 31, 2024, was $(57,396) thousand, compared to $(61,119) thousand in 2023, showing an improvement of 6.5%[18] - Net loss attributable to Class A common shareholders for the year ended December 31, 2024, was $(284,309) thousand, compared to a net income of $59,419 thousand in 2023[18] - Free cash flow for the year ended December 31, 2024, was $(67,698) thousand, slightly improved from $(75,190) thousand in 2023[25] - Total operating expenses for the year ended December 31, 2024, were $285,396 thousand, up from $140,670 thousand in 2023, indicating an increase of 102.2%[18] - The change in fair value of earn-out liabilities for the year ended December 31, 2024, was $(120,124) thousand, compared to $66,252 thousand in 2023, indicating a significant negative shift[20] - The company reported a net cash used in operating activities of $(57,587) thousand for the year ended December 31, 2024, compared to $(45,279) thousand in 2023[25] - The company incurred a loss on the issuance of securities amounting to $93,136 thousand for the year ended December 31, 2024, compared to $6,729 thousand in 2023[20] Backlog and Cash Position - Reported a record backlog of $328.3 million, representing a 22% year-over-year increase and the highest quarter-ending backlog in the company's history[4] - Backlog as of December 31, 2024, increased to $328,345 thousand from $268,566 thousand as of December 31, 2023, reflecting a growth of $59.8 million due to new awards from NASA contracts[27] - Ended 2024 with $207.6 million in cash, increasing to $385 million as of March 10, 2025, following the completion of the warrant redemption process[4] - Cash and cash equivalents at the end of the period increased to $207,607 thousand from $4,498 thousand in 2023, showing a substantial improvement in liquidity[20] Operational Highlights - Achieved positive gross margin in Q4 and for the full year, marking the second consecutive quarter of positive gross margin[4] - Completed a $125 million upsized offering of Class A common stock and a concurrent private placement with Boryung Corporation[4] - Diversified customer base through a contract to adapt current technologies for a government customer, creating a new in-space orbital transfer vehicle[4] - Executed the southernmost lunar landing in history and accelerated payload operations for various NASA and commercial projects[4] Future Outlook - Positive run-rate Adjusted EBITDA expected by the end of 2025, with positive Adjusted EBITDA anticipated in 2026[5] - The company is focusing on internal innovation and strategic acquisitions to seek high-return opportunities in new markets[3]

Financial Performance - Total revenue for Q3 2024 was $58,478,000, a significant increase of 359% compared to $12,731,000 in Q3 2023[16] - Operating loss for Q3 2024 was $13,724,000, an improvement from a loss of $24,004,000 in Q3 2023[16] - Net loss attributable to the Company for Q3 2024 was $55,400,000, compared to a net income of $33,303,000 in Q3 2023[16] - For the nine months ended September 30, 2024, Intuitive Machines reported a net loss of $181.787 million, compared to a net income of $7.163 million for the same period in 2023[33] - The company reported a net loss of $181,787 thousand for the nine months ended September 30, 2024, compared to a net income of $13,644 thousand for the same period in 2023[144] Assets and Liabilities - Total current assets increased to $168,267,000 as of September 30, 2024, up from $31,611,000 at the end of 2023[14] - Total liabilities rose to $229,335,000 as of September 30, 2024, compared to $137,480,000 at the end of 2023[14] - Cash and cash equivalents increased significantly to $89,605,000 from $4,498,000 at the end of 2023[14] - As of September 30, 2024, the total common stock balance was $81,351,656 for Class A and $60,245,138 for Class C, with an accumulated deficit of $483,998[28] - As of September 30, 2024, other current liabilities totaled $12,364,000, a significant increase from $4,747,000 as of December 31, 2023, representing a growth of approximately 160%[61] Shareholder Information - The weighted average shares outstanding for basic shares increased to 67,072,014 in Q3 2024 from 17,411,217 in Q3 2023[16] - The Company has issued a total of 141,601,794 shares of Class A Common Stock, with 80,101,656 shares outstanding as of the latest report[96] - The total shares of Class A common stock issued for stock options exercised during the nine months ended September 30, 2024, was 227,820[28] - The total shares of Class A common stock issued for warrants exercised was 19,123,633, generating $127,581[28] Cash Flow and Financing Activities - Cash flows from operating activities showed a net cash used of $55.622 million for the nine months ended September 30, 2024, compared to $22.933 million for the same period in 2023[33] - The company reported a net cash provided by financing activities of $147.894 million for the nine months ended September 30, 2024, compared to $65.489 million in 2023[33] - Approximately $34.1 million of cash held in trust became available for the Company following the Business Combination, along with proceeds from a PIPE investment[39] - The Company raised approximately $97.5 million net from its At The Market Offering program during the second and third quarters of 2024[56] Impairments and Adjustments - The Company reported an impairment of property and equipment of $5,044,000 in Q3 2024[16] - The company recognized an impairment charge of approximately $5.0 million for assets under development that were not in compliance with contract specifications during the third quarter of 2024[80] - The cumulative error correction resulted in an understatement of net income attributable to the company of approximately $5.1 million, impacting contract liabilities and accounts payable[63] Revenue Recognition - Revenue recognized from contract liabilities at the beginning of the period was $8.4 million for the nine months ended September 30, 2024[74] - Cost reimbursable revenue for the three months ended September 30, 2024, was $33,844, representing 58% of total revenue[70] - One major customer accounted for 90% and 91% of the Company's total revenue for the three and nine months ended September 30, 2024, respectively[50] Share-Based Compensation - Share-based compensation expense for the nine months ended September 30, 2024, amounted to $7,180[28] - The company experienced a significant increase in share-based compensation expense, rising to $7.180 million in 2024 from $2.748 million in 2023[33] - Share-based compensation expense related to options was $298 thousand for the nine months ended September 30, 2024, compared to $658 thousand for the same period in 2023[125] - Share-based compensation expense related to RSUs was $3.7 million for the nine months ended September 30, 2024, compared to $2.1 million for the same period in 2023[130] Tax and Debt Information - The effective combined U.S. federal and state income tax rates for the three months ended September 30, 2024, were (0.06%), a significant decrease from 4.1% for the same period in 2023[88] - The company had no outstanding debt as of September 30, 2024, compared to $8.0 million under the Credit Mobilization Facility as of December 31, 2023[82] Business Structure and Strategy - Intuitive Machines is focused on creating and operating space systems and infrastructure to support sustainable human presence on the Moon and exploration to Mars[35] - The Company reorganized into an Up-C structure, with Intuitive Machines, LLC holding substantially all assets and business, and Intuitive Machines, Inc. serving as a holding company[38]