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]

[Q3 2024 Highlights and Management Commentary](index=1&type=section&id=Q3%20Highlights) Intuitive Machines achieved record revenue, cash, and backlog in Q3 2024, driven by strategic contract wins and a focus on core service pillars and cost efficiency - CEO Steve Altemus emphasized the company's focus on three core service pillars: delivery, data transmission, and infrastructure services, which are foundational to commercial and government lunar exploration[3](index=3&type=chunk)[5](index=5&type=chunk) - CFO Pete McGrath stated a new focus on managing costs efficiently to drive the company towards profitability and achieve financial targets[5](index=5&type=chunk) Q3 2024 Key Financial & Operational Metrics (in millions) | Metric | Value | Note | | :--- | :--- | :--- | | **Revenue** | $58.5 | Up 359% YoY | | **Gross Margin** | $4.1 | Positive | | **Ending Cash** | $89.6 | Highest in company history | | **Ending Backlog** | $316.2 | Highest in company history | - Awarded a **$116.9 million** contract through NASA's CLPS initiative, marking the company's fourth such award, more than any other vendor[7](index=7&type=chunk) - Secured a sole awardee Near Space Network (NSN) data services contract from NASA with a maximum potential value of **$4.82 billion**[7](index=7&type=chunk) [2024 Outlook](index=1&type=section&id=2024%20Outlook) The company narrowed its full-year 2024 revenue guidance to **$215-$235 million** and anticipates strong year-end cash and further backlog growth Full-Year 2024 Financial Outlook (in millions) | Metric | Guidance/Projection | | :--- | :--- | | **Revenue Outlook** | $215 - $235 | | **Cash Balance (as of Oct 2024)** | $106.9 | - The company expects backlog to grow, driven by potential awards such as Near Space Network 1.2 / 1.3 Direct to Earth, LTVS Phase 2, and additional task orders for OMES and Near Space Network 2.2 - Cislunar Relay[8](index=8&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) Consolidated financial statements for Q3 2024 show significant asset and liability growth, substantial revenue increase, and a net loss primarily due to non-cash expenses [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, total assets significantly increased to **$224.8 million**, with total liabilities rising to **$229.3 million**, primarily due to earn-out and warrant liabilities Balance Sheet Highlights (in thousands) | Account | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $89,605 | $4,498 | | **Total current assets** | $168,267 | $31,611 | | **Total assets** | $224,798 | $85,908 | | **Total current liabilities** | $95,314 | $81,533 | | **Total liabilities** | $229,335 | $137,480 | | **Total shareholders' deficit** | ($495,353) | ($261,435) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2024 revenue surged **359%** to **$58.5 million**, with operating loss narrowing, but a **$55.5 million** net loss for Class A shareholders due to non-cash charges Statement of Operations Highlights - Three Months Ended Sep 30 (in thousands) | Account | 2024 | 2023 | | :--- | :--- | :--- | | **Revenue** | $58,478 | $12,731 | | **Operating loss** | ($13,724) | ($24,004) | | **Net income (loss) attributable to Class A common shareholders** | ($55,543) | $32,629 | Statement of Operations Highlights - Nine Months Ended Sep 30 (in thousands) | Account | 2024 | 2023 | | :--- | :--- | :--- | | **Revenue** | $173,338 | $48,960 | | **Operating loss** | ($43,999) | ($53,628) | | **Net income (loss) attributable to Class A common shareholders** | ($134,966) | $51,678 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$55.6 million** for the nine months ended September 30, 2024, largely offset by **$147.9 million** from financing activities, increasing cash to **$89.6 million** Cash Flow Summary - Nine Months Ended Sep 30 (in thousands) | Cash Flow Category | 2024 | 2023 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($55,622) | ($22,933) | | **Net cash used in investing activities** | ($5,185) | ($27,668) | | **Net cash provided by financing activities** | $147,894 | $65,489 | | **Net increase in cash** | $87,087 | $14,888 | | **Cash and cash equivalents at end of period** | $89,605 | $40,652 | [Non-GAAP Financial Measures & Other Metrics](index=2&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Other%20Metrics) The company utilizes non-GAAP measures like Adjusted EBITDA and Free Cash Flow, alongside record backlog, to provide additional insight into its financial and operational performance [Adjusted EBITDA](index=7&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA loss significantly improved to **$6.9 million** in Q3 2024 and **$30.5 million** for the nine-month period, reflecting enhanced operational performance Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands) | Period | Net Income (Loss) | Adjusted EBITDA | | :--- | :--- | :--- | | **Three Months Ended Sep 30, 2024** | ($80,411) | ($6,913) | | **Three Months Ended Sep 30, 2023** | $14,311 | ($22,119) | | **Nine Months Ended Sep 30, 2024** | ($181,787) | ($30,456) | | **Nine Months Ended Sep 30, 2023** | $7,163 | ($49,936) | [Free Cash Flow](index=7&type=section&id=Free%20Cash%20Flow) Free cash flow for the nine months ended September 30, 2024, was an outflow of **$60.8 million**, primarily due to increased net cash used in operating activities Free Cash Flow Reconciliation - Nine Months Ended Sep 30 (in thousands) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($55,622) | ($22,933) | | **Purchases of property and equipment** | ($5,185) | ($27,668) | | **Free cash flow** | **($60,807)** | **($50,601)** | [Backlog](index=8&type=section&id=Backlog) Contracted backlog reached a record **$316.2 million** as of September 30, 2024, driven by **$235.6 million** in new awards, primarily from a new IM-4 CLPS contract Backlog Growth (in thousands) | Date | Backlog Amount | | :--- | :--- | | **September 30, 2024** | $316,164 | | **December 31, 2023** | $268,566 | - The backlog increase was driven by **$235.6 million** in new awards, offset by **$173.4 million** in revenue recognized and **$14.6 million** in contract value adjustments[30](index=30&type=chunk)

Financial Performance - Total revenue for the three months ended June 30, 2024, was $41,408,000, representing a 130.5% increase from $17,993,000 in the same period of 2023[16] - Operating loss for the three months ended June 30, 2024, was $28,174,000, compared to a loss of $13,183,000 in the prior year, indicating a worsening of 113.5%[16] - Net income attributable to Class A common shareholders for the three months ended June 30, 2024, was $18,143,000, down from $28,866,000 in the same period of 2023, a decrease of 37.2%[16] - The company reported a net loss of $104,675,000 for the six months ended June 30, 2024, compared to a loss of $4,670,000 in the same period of 2023, indicating a substantial increase in losses[16] - Total operating expenses for the three months ended June 30, 2024, were $69,582,000, up from $31,176,000 in the same period of 2023, an increase of 123.5%[16] - For the six months ended June 30, 2024, the net loss was $104.675 million, compared to a net loss of $4.670 million for the same period in 2023[33] Assets and Liabilities - Total current assets increased to $83,111,000 as of June 30, 2024, from $31,611,000 at December 31, 2023, reflecting a growth of 162.5%[14] - Total liabilities rose to $150,490,000 as of June 30, 2024, compared to $139,327,000 at December 31, 2023, an increase of 8.3%[14] - The company had a total asset value of $140,121,000 as of June 30, 2024, compared to $85,908,000 at December 31, 2023, reflecting an increase of 63.2%[14] - As of June 30, 2024, the total common stock balance increased to 62,469,364 shares with a total amount of $6 million, while Class C shares remained at 66,109,012 shares with an amount of $7 million[26] - The balance of accumulated deficit as of June 30, 2024, was $(222,203,000), an increase from $(250,466,000) at the end of the previous period[28] - The total shareholders' deficit as of June 30, 2024, was $(234,227,000), compared to $(263,282,000) at the end of the previous period[28] Cash Flow and Financing Activities - Cash and cash equivalents significantly increased to $31,631,000 as of June 30, 2024, from $4,498,000 at December 31, 2023, marking a growth of 603.5%[14] - Cash used in operating activities for the six months ended June 30, 2024, was $37.702 million, an increase from $15.774 million in the prior year[33] - The company reported a total cash and cash equivalents balance of $31.631 million at the end of the period, down from $39.087 million at the end of June 2023[33] - Cash flows from financing activities generated a net cash inflow of $70.608 million for the six months ended June 30, 2024, compared to $49.297 million in the prior year[33] - The Company issued 3,582,583 shares of Class A common stock related to the ATM Program, raising approximately $17,045,000[28] - The company raised approximately $17.0 million in net proceeds during the second quarter of 2024 through the ATM program[54] Share-Based Compensation - Share-based compensation expense for the six months ended June 30, 2024, was $5,895,000, reflecting an increase from the previous period[28] - The company reported a share-based compensation expense of $1,969,000 for the three months ended June 30, 2024[26] - Share-based compensation expense increased to $5.895 million for the six months ended June 30, 2024, from $1.192 million in the same period of 2023[33] - Share-based compensation expense related to options was $106 thousand for the three months ended June 30, 2024, and $220 thousand for the six months ended June 30, 2024[119] - Share-based compensation expense related to RSUs was $1.4 million for the three months ended June 30, 2024, and $2.5 million for the six months ended June 30, 2024[123] Revenue Sources and Contracts - The company reported that 95% of its revenue for the three months ended June 30, 2024 came from cost reimbursable contracts, totaling $39.3 million[60] - One major customer accounted for 90% of the company's total revenue for the three months ended June 30, 2024[50] - Revenue recognized from contract liabilities was $4.4 million for the six months ended June 30, 2024, down from $27.5 million for the same period in 2023, reflecting a decline of approximately 84%[64] - Remaining performance obligations totaled $94.6 million as of June 30, 2024, with an expectation to recognize revenue on approximately 45-50% over the next six months[66] - Revenue recognized from Axiom Space, Inc. for the three and six months ended June 30, 2024, was $50 thousand and $124 thousand, respectively[143] Business Operations and Structure - The company’s business focus is on creating and operating space systems and infrastructure for lunar exploration and resource utilization[35] - Intuitive Machines, Inc. underwent a business combination on February 13, 2023, resulting in a reverse recapitalization structure[38] - The company operates in one reportable segment, with all assets maintained in the United States[46] - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[270] Joint Ventures and Partnerships - The company is the primary beneficiary of the Space Network Solutions joint venture, holding a 90% interest[150] - Intuitive Machines holds a 51% interest in the IX, LLC joint venture with X-energy, which holds a 49% interest[152] - The IX LLC JV was formed to develop nuclear space propulsion and surface power systems for future space exploration[153] - The OMES III joint venture agreement between Intuitive Machines and KBR has a profit interest of 47% for Intuitive Machines and 53% for KBR[151]

[Part I – Financial Information](index=6&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Q1 2024 saw revenue rise to **$73.1 million**, but net loss widened to **$120.7 million** due to non-operating items [Condensed Consolidated Financial Statements](index=7&type=section&id=Condensed%20Consolidated%20Financial%20Statements) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $55,242 | $4,498 | | Total current assets | $115,728 | $31,611 | | Total assets | $170,771 | $85,908 | | Total current liabilities | $104,813 | $83,380 | | Total liabilities | $214,708 | $139,327 | | Total shareholders' deficit | $(492,678) | $(263,282) | Condensed Consolidated Statement of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Revenue | $73,068 | $18,236 | | Operating loss | $(5,400) | $(13,963) | | Total other expense, net | $(115,256) | $(6,269) | | Net loss | $(120,656) | $(23,447) | | Net loss per share (basic and diluted) | $(2.70) | $(0.64) | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,442) | $(18,666) | | Net cash used in investing activities | $(1,588) | $(8,565) | | Net cash provided by financing activities | $60,754 | $48,268 | | Net increase in cash | $52,724 | $21,037 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company designs, manufactures, and operates space products and services with a near-term focus on lunar systems and infrastructure, becoming publicly traded in February 2023 through a SPAC business combination[29](index=29&type=chunk)[31](index=31&type=chunk) - A single major customer, NASA, accounted for **93%** of total revenue for the three months ended March 31, 2024[44](index=44&type=chunk) Revenue by Contract Type (in thousands) | Contract Type | Q1 2024 Revenue | % of Total | Q1 2023 Revenue | % of Total | | :--- | :--- | :--- | :--- | :--- | | Cost reimbursable | $42,040 | 58% | $0 | 0% | | Fixed price | $29,208 | 40% | $16,595 | 91% | | Time and materials | $1,820 | 2% | $1,641 | 9% | | **Total** | **$73,068** | **100%** | **$18,236** | **100%** | - The company recorded a favorable change in net losses on contracts of **$8.2 million** in Q1 2024, primarily due to the successful completion of the first lunar payload services contract in February 2024, which allowed for the recognition of **$11.6 million** in previously constrained variable consideration[58](index=58&type=chunk)[61](index=61&type=chunk) - In Q1 2024, the company raised significant capital through warrant exercises providing approximately **$50.6 million** in cash proceeds, and a **$10.0 million** bridge loan converted into Class A Common Stock and new warrants[76](index=76&type=chunk)[101](index=101&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Successful lunar landing drove **301%** revenue growth, but net loss expanded; liquidity improved with **$55.2 million** cash [Overview and Key Performance Factors](index=32&type=section&id=Overview%20and%20Key%20Performance%20Factors) - The company's Nova-C lander became the first U.S. vehicle to soft-land on the lunar surface since 1972, a key milestone demonstrating its capabilities[150](index=150&type=chunk) - The business operates through four units: Lunar Access Services, Orbital Services, Lunar Data Services, and Space Products and Infrastructure[155](index=155&type=chunk) - Future success depends on the ability to commence and expand spaceflight missions, expand product offerings, improve profit margins, and capitalize on government and private investment in the space economy[171](index=171&type=chunk)[173](index=173&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Comparison of Results of Operations (in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | $ Change | | :--- | :--- | :--- | :--- | | Revenue | $73,068 | $18,236 | $54,832 | | Cost of revenue | $60,911 | $23,126 | $37,785 | | Operating loss | $(5,400) | $(13,963) | $8,563 | | Total other expense, net | $(115,256) | $(6,269) | $(108,987) | | Net loss | $(120,656) | $(23,447) | $(97,209) | - Revenue increased by **301%** (**$54.8 million**), primarily driven by the successful completion of the IM-1 mission, which resulted in the release of **$12.3 million** in previously constrained revenue, and **$41.8 million** in revenue from the new OMES III contract[200](index=200&type=chunk)[201](index=201&type=chunk) - The increase in total other expense was primarily due to a **$68.7 million** loss on issuance of securities and unfavorable changes in the fair value of earn-out liabilities (**$18.9 million**) and warrant liabilities (**$24.0 million**)[207](index=207&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2024, the company had cash and cash equivalents of **$55.2 million** and working capital of **$10.9 million**[223](index=223&type=chunk) - In Q1 2024, the company received approximately **$60.6 million** in gross proceeds from warrant exercises and other equity transactions, significantly bolstering its cash position[223](index=223&type=chunk) - Management believes current cash, along with available liquidity from the Cantor Purchase Agreement and a Controlled Equity Offering Sales Agreement, is sufficient to fund operations for at least the next twelve months[225](index=225&type=chunk) [Key Business Metrics and Non-GAAP Financial Measures](index=41&type=section&id=Key%20Business%20Metrics%20and%20Non-GAAP%20Financial%20Measures) Backlog (in thousands) | Date | Backlog | | :--- | :--- | | March 31, 2024 | $222,380 | | December 31, 2023 | $268,566 | Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net loss | $(120,656) | $(23,447) | | Adjustments | $119,596 | $10,000 | | **Adjusted EBITDA** | **$(1,060)** | **$(13,460)** | Free Cash Flow (in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,442) | $(18,666) | | Purchases of property and equipment | $(1,588) | $(8,565) | | **Free cash flow** | **$(8,030)** | **$(27,231)** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information for this item - As a smaller reporting company, Intuitive Machines is exempt from providing quantitative and qualitative disclosures about market risk[256](index=256&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2024 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2024[257](index=257&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[258](index=258&type=chunk) [Part II – Other Information](index=49&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ordinary course litigation, with management not expecting a material adverse financial impact - The company is party to various lawsuits, claims, and legal proceedings that arise in the ordinary course of business, but management does not expect them to have a material adverse effect[260](index=260&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) New risk factor highlights litigation vulnerability, including a recent threat over preferred stock conversion - A new risk factor highlights that periods of high stock price volatility may result in securities class action litigation or shareholder activism, which could be costly and divert management's attention[263](index=263&type=chunk) - The company disclosed receiving a letter on April 8, 2024, threatening litigation over the number of shares issued in a preferred stock conversion, believing it has strong defenses to any claim[263](index=263&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Unregistered equity sales details were previously disclosed in January 2024 Form 8-K filings - Details on unregistered sales of equity securities were previously reported on Form 8-K filings on January 11, 2024, and January 30, 2024[264](index=264&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) Several company insiders adopted Rule 10b5-1 trading plans for Class A common stock sales in Q1 2024 Insider Trading Arrangements Adopted in Q1 2024 | Name | Title | Date Entered | | :--- | :--- | :--- | | Kamal Ghaffarian | Chairman of the Board | 03/22/2024 | | Stephen Altemus | Chief Executive Officer and Director | 03/22/2024 | | Timothy Crain | Chief Growth Officer | 03/22/2024 | [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including management certifications and XBRL data - The report includes standard exhibits such as CEO and CFO certifications pursuant to SEC rules and the Sarbanes-Oxley Act, along with Inline XBRL documents[271](index=271&type=chunk)

Part I [Item 1. Business](index=8&type=section&id=Item%201.%20Business) Intuitive Machines is a space infrastructure company with a first-mover advantage in the lunar economy, supported by NASA contracts and a successful Moon landing - Intuitive Machines is a space infrastructure and services company with a first-mover advantage, evidenced by three NASA Commercial Lunar Payload Services (CLPS) awards and the successful IM-1 mission, which saw its Nova-C lander become the **first U.S. vehicle to soft-land on the Moon since 1972**[19](index=19&type=chunk) - The company operates across four business units: **Lunar Access Services** (lunar landers), **Orbital Services** (satellite servicing), **Lunar Data Services** (lunar communications network), and **Space Products and Infrastructure** (propulsion, navigation systems)[30](index=30&type=chunk) - The company's growth strategy focuses on leveraging its first-mover advantage in lunar transport, expanding into adjacent lunar markets like power and habitats, and pursuing opportunities in the orbital services market[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) Key Business Metrics (as of December 31, 2023) | Metric | Value | | :--- | :--- | | **Contracted Backlog** | $268.6 million | | **FY 2023 Revenue** | $79.5 million | | **Lunar Access Services Contracted Value** | $336.6 million (NASA, commercial, rideshares) | | **OMES III Contract Value (Up to)** | $720.0 million | [Item 1A. Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, financial, and structural risks, including a limited history, high customer concentration, and a 'controlled company' structure - Business and operational risks include a **limited operating history**, dependence on key personnel, intense competition, potential for launch failures or accidents, and reliance on a limited number of suppliers[85](index=85&type=chunk)[87](index=87&type=chunk)[93](index=93&type=chunk)[103](index=103&type=chunk) - The company has significant customer concentration, with approximately **74% of its revenues** for the year ended December 31, 2023, coming from one major customer[92](index=92&type=chunk) - The business is **heavily dependent on U.S. government contracts**, which are subject to partial funding, immediate termination, and heavy regulation[96](index=96&type=chunk)[134](index=134&type=chunk) - Structural and financial risks include the company's holding company structure (Up-C), which makes it dependent on distributions from its operating subsidiary to pay taxes and expenses, including substantial obligations under a **Tax Receivable Agreement**[154](index=154&type=chunk)[159](index=159&type=chunk) - The company is a **"controlled company"** as its founders control a majority of the voting power, allowing them to rely on exemptions from certain corporate governance requirements[173](index=173&type=chunk)[185](index=185&type=chunk) [Item 1B. Unresolved Staff Comments](index=36&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[194](index=194&type=chunk) [Item 1C. Cybersecurity](index=36&type=section&id=Item%201C.%20Cybersecurity) The company maintains a multi-layered cybersecurity strategy overseen by the Board and is compliant with key government contractor standards - The company employs a multi-layered approach to cybersecurity, using next-generation firewalls, malware blocking software, and vulnerability reporting tools, and engages third-party consultants for risk assessments[198](index=198&type=chunk) - The **Board of Directors maintains oversight of cybersecurity**, while the IT organization manages the overall security strategy and response[200](index=200&type=chunk)[201](index=201&type=chunk) - As a government contractor, the company complies with standards including ISO/IEC 27001, NIST SP 800 series, and is progressing towards **Cybersecurity Maturity Model Certification (CMMC) 2.0**[202](index=202&type=chunk) - The company has not experienced any cybersecurity incidents that have had a **material impact** on its business, operations, or financial condition[199](index=199&type=chunk) [Item 2. Properties](index=38&type=section&id=Item%202.%20Properties) The company's primary facility is its new Houston headquarters, with a significant employee presence at NASA's Goddard Space Flight Center - The main facility is the **Lunar Production and Operations Center (LPOC)** in Houston, Texas, completed in late 2023, which covers over 100,000 square feet[203](index=203&type=chunk) - The company also has a significant presence in Greenbelt, Maryland, with **over 100 employees** working at the Goddard Space Flight Center to support the OMES III contract for NASA[204](index=204&type=chunk) [Item 3. Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings arising in the ordinary course of business - The company is involved in various legal proceedings in the ordinary course of business, with further details provided in **Note 14** of the consolidated financial statements[205](index=205&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[206](index=206&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on Nasdaq with a concentrated number of holders, and there is no current plan to issue dividends - Class A Common Stock and Public Warrants trade on Nasdaq under the symbols **"LUNR"** and **"LUNRW"**[208](index=208&type=chunk) - As of March 15, 2024, there were **46 holders of record** of Class A Common Stock[209](index=209&type=chunk) - The company has **never paid dividends** and has no current plans to pay them in the foreseeable future[210](index=210&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue decreased in 2023, but net income turned positive due to non-operating gains, while the operating loss widened and the company secured new funding - The decrease in 2023 revenue was primarily driven by a **$27.9 million reduction** in revenue from the IM-1 mission, partially offset by a **$19.5 million increase** from engineering services[272](index=272&type=chunk) - The significant increase in net income was primarily due to non-operating gains, including a **$66.3 million favorable change** in the fair value of earn-out liabilities[278](index=278&type=chunk) - Backlog increased by $66.7 million to **$268.6 million** as of December 31, 2023, mainly due to new awards including the OMES III project[283](index=283&type=chunk)[284](index=284&type=chunk) - The company secured significant liquidity through the Business Combination ($34.1 million gross), a private placement ($20.0 million gross), and subsequent **warrant exercises and equity transactions in Q1 2024 ($60.6 million gross)**[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk) Results of Operations (Year Ended December 31) | (in thousands) | 2023 | 2022 | $ Change | | :--- | :--- | :--- | :--- | | **Revenue** | $79,521 | $85,946 | $(6,425) | | **Cost of revenue** | $100,472 | $75,513 | $24,959 | | **Operating loss** | $(56,237) | $(5,507) | $(50,730) | | **Total other income (expense), net** | $71,299 | $(921) | $72,220 | | **Net income (loss)** | $15,022 | $(6,405) | $21,427 | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, this disclosure is not required - The company is a smaller reporting company and is not required to provide this information[329](index=329&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=58&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements, which received an unqualified opinion from its independent auditor - The independent registered public accounting firm, Grant Thornton LLP, issued an **unqualified opinion** on the consolidated financial statements for the years ended December 31, 2023 and 2022[335](index=335&type=chunk) - The Business Combination in February 2023 was accounted for as a **reverse recapitalization**, with Intuitive Machines, LLC as the accounting acquirer[357](index=357&type=chunk) - Subsequent to year-end, in Q1 2024, the company raised approximately **$60.6 million in gross proceeds** from a series of warrant exercises and other equity transactions[374](index=374&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31) | (in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | **Total Assets** | $85,908 | $67,004 | | **Total Liabilities** | $139,327 | $124,623 | | **Total Mezzanine Equity** | $209,863 | $0 | | **Total Shareholders' Deficit** | $(263,282) | $(57,619) | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=101&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[561](index=561&type=chunk) [Item 9A. Controls and Procedures](index=101&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective, with previously identified material weaknesses now remediated - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2023[564](index=564&type=chunk) - Management assessed internal control over financial reporting using the COSO framework and concluded it was **effective** as of December 31, 2023[565](index=565&type=chunk)[566](index=566&type=chunk) - **Material weaknesses** previously reported in the 2022 Form 10-K related to revenue recognition, significant transactions, and segregation of duties were **successfully remediated** as of December 31, 2023[567](index=567&type=chunk)[568](index=568&type=chunk) [Item 9B. Other Information](index=103&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans in the fourth quarter - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the fourth quarter of 2023[572](index=572&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=104&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership and board structure are detailed, highlighting its status as a 'controlled company' exempt from certain governance rules - The executive team is led by co-founder **Stephen Altemus (CEO & President)**, with co-founder **Dr. Kamal Ghaffarian serving as Chairman of the Board**[574](index=574&type=chunk)[575](index=575&type=chunk)[585](index=585&type=chunk) - The Board is classified into three staggered three-year terms and has **four independent directors**[598](index=598&type=chunk)[606](index=606&type=chunk)[608](index=608&type=chunk) - The company qualifies as a **"controlled company"** under Nasdaq rules because its founders hold over 50% of the combined voting power, exempting it from certain governance requirements[604](index=604&type=chunk) - The Board has four standing committees: **Audit, Compensation, Nominating and Corporate Governance, and Conflicts**[606](index=606&type=chunk) [Item 11. Executive Compensation](index=111&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2023 included base salaries and stock awards, with no cash bonuses paid for performance - **No discretionary cash bonuses** were paid to named executive officers for 2023; instead, the Board approved one-time special performance-based restricted stock unit (RSU) awards in February 2024[627](index=627&type=chunk)[630](index=630&type=chunk) - In May 2023, the company granted time-based RSUs to former CFO Erik Sallee (550,000 shares) and General Counsel Anna Jones (50,000 shares), which vest over four years[633](index=633&type=chunk) - The non-employee director compensation program includes an annual cash retainer of **$55,000** and an annual RSU award with a value of **$155,000**[654](index=654&type=chunk)[655](index=655&type=chunk)[659](index=659&type=chunk) 2023 Named Executive Officer Compensation | Name | Position | Total Compensation ($) | | :--- | :--- | :--- | | **Stephen Altemus** | President and CEO | 714,483 | | **Timothy Crain** | CTO | 441,190 | | **Erik Sallee** | Former CFO | 4,609,212 | | **Anna Jones** | General Counsel | 608,262 | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=115&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Voting power is highly concentrated among the company's founders, who beneficially own over 83% of the total voting power - The company's capital structure includes Class A (1 vote/share) and Class C (3 votes/share) Common Stock, which **concentrates voting power with the founders**[661](index=661&type=chunk) - The company maintains two equity compensation plans: the 2021 Unit Option Plan and the **2023 Long Term Omnibus Incentive Plan**, which has 10,879,865 securities remaining available for future issuance[668](index=668&type=chunk)[670](index=670&type=chunk)[671](index=671&type=chunk) Security Ownership of Major Holders (as of March 15, 2024) | Beneficial Owner | % of Total Voting Power | | :--- | :--- | | **Dr. Kamal Ghaffarian (Chairman)** | 52.8% | | **Stephen Altemus (CEO)** | 18.9% | | **Dr. Timothy Crain (CGO)** | 12.0% | | **Armistice Capital, LLC** | 8.9% | | **All directors and executive officers as a group** | 83.4% | [Item 13. Certain Relationships and Related Transactions and Director Independence](index=118&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) The company engages in several related party transactions, primarily with entities affiliated with its Chairman, governed by a formal policy - In January 2024, Ghaffarian Enterprises, LLC, an entity affiliated with Chairman Dr. Kamal Ghaffarian, contributed **$10.0 million** to the company to repay a credit line in exchange for shares and warrants[673](index=673&type=chunk)[674](index=674&type=chunk)[675](index=675&type=chunk) - The company engages in ordinary course business with other entities affiliated with Dr. Ghaffarian, including **Axiom Space, X-energy, IBX/PTX, and ASES**[678](index=678&type=chunk)[679](index=679&type=chunk)[680](index=680&type=chunk)[682](index=682&type=chunk) - Key governance documents include the A&R Operating Agreement and the **Tax Receivable Agreement**, which requires the company to pay 85% of certain tax savings to original LLC members[685](index=685&type=chunk)[688](index=688&type=chunk) - The Board has a written **Related Person Transaction Policy** requiring review and approval of such transactions by the Audit Committee[703](index=703&type=chunk) [Item 14. Principal Accountant Fees and Services](index=124&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Total fees paid to the independent auditor, Grant Thornton LLP, increased significantly in 2023 to $3.1 million - The Audit Committee pre-approved all audit and non-audit services provided by Grant Thornton LLP, consistent with its charter and policies[711](index=711&type=chunk) Accountant Fees (in thousands) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | **Audit fees** | $1,080 | $445 | | **Audit-related fees** | $828 | $1,225 | | **Tax fees** | $909 | $43 | | **All other fees** | $321 | $0 | | **Total fees** | **$3,138** | **$1,713** | Part IV [Item 15. Exhibits and Financial Statement Schedules](index=125&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including key agreements and certifications - This section provides an index of all exhibits filed with the annual report, including governance documents, material contracts, and required certifications[715](index=715&type=chunk)[717](index=717&type=chunk) [Item 16. Form 10-K Summary](index=127&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company elected not to provide a summary for this item - None[718](index=718&type=chunk)

As filed with the U.S. Securities and Exchange Commission on January 25, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________ INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) ______________________________ | Delaware | 3760 | 36-5056189 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Emplo ...

Financial Performance - Total revenue for the three months ended September 30, 2023, was $12,731,000, representing a 24% increase from $10,271,000 in the same period of 2022[14] - Operating loss for the three months ended September 30, 2023, was $23,219,000, compared to an operating loss of $11,797,000 for the same period in 2022[14] - Net income for the three months ended September 30, 2023, was $15,096,000, a significant improvement from a net loss of $11,932,000 in the same period of 2022[14] - Net income for the nine months ended September 30, 2023, was $10.426 million, a significant improvement from a net loss of $18.828 million in the same period of 2022[29] - The net income attributable to the company for the three months ended September 30, 2023, is $33,651 thousand, compared to a net loss of $(5,751) thousand for the same period in the previous year[23] Assets and Liabilities - Total assets increased to $102,973,000 as of September 30, 2023, up from $67,004,000 as of December 31, 2022[12] - Total liabilities rose to $162,948,000 as of September 30, 2023, compared to $124,623,000 as of December 31, 2022[12] - Cash and cash equivalents increased to $40,652,000 as of September 30, 2023, from $25,764,000 as of December 31, 2022[12] - As of September 30, 2023, the total shareholders' equity is $(346,214) thousand, reflecting a decrease from $(678,272) thousand as of June 30, 2023[21] Shareholder Information - The weighted average shares outstanding for basic shares was 17,411,217 for the three months ended September 30, 2023[14] - The balance of Class A common stock increased to 22,237,988 shares as of September 30, 2023, from 17,301,489 shares as of June 30, 2023[21] - The company issued 4,705,883 shares of Class A common stock related to a private placement during the nine months ended September 30, 2023[23] - As of September 30, 2023, the company had 22,237,988 shares of Class A Common Stock issued and 20,987,988 shares outstanding[149] Cash Flow and Financing Activities - Cash flows from operating activities showed a net cash used of $22.933 million, an improvement compared to $28.358 million in the prior year[29] - The company reported a net cash provided by financing activities of $65.489 million, up from $20.171 million in the previous year[29] - The company received approximately $34.1 million in gross proceeds from the Business Combination with IPAX on February 13, 2023[53] - The company entered into a securities purchase agreement resulting in the issuance of 4,705,883 shares of Class A Common Stock for approximately $20.0 million in gross proceeds[55] Revenue Recognition - The Company recognizes revenue based on long-term contracts for engineering services, with revenue recognized upon satisfaction of performance obligations[76] - Revenue is recognized over time for most business segments, using the cost-to-cost method based on contract costs incurred to date compared to total estimated contract costs at completion[79] - Unbilled receivables include amounts from long-term contracts where revenue recognized exceeds the amount billed to the customer, reflecting the timing differences in billing and revenue recognition[87] - Fixed price contracts accounted for 81% of total revenue in Q3 2023, while time and materials contracts made up 19%[115] Business Operations and Strategy - The company is focused on creating and operating space systems and infrastructure for lunar exploration, aiming to support sustainable human presence on the Moon[33] - Intuitive Machines, Inc. completed a business combination on February 13, 2023, which was accounted for as a reverse recapitalization[36] - The company anticipates the completion of the first lunar payload services contract by February 29, 2024, with an estimated contract loss provision of $0.4 million as of September 30, 2023[120] Taxation - The company recognized a combined U.S. federal and state income tax expense of $605 thousand for the three months ended September 30, 2023, compared to a benefit of $380 thousand for the same period in 2022[140] - The effective combined U.S. federal and state income tax rates were 3.9% and 2.7% for the three and nine months ended September 30, 2023, respectively, compared to 3.1% and 0.1% for the same periods in 2022[140] Share-Based Compensation - Share-based compensation expense for the nine months ended September 30, 2023, totaled $1,556 thousand, indicating ongoing investment in employee incentives[21] - The company estimates the fair value of share-based payment awards using the Black-Scholes option pricing model, recognizing expenses over the requisite service periods[97] - The company recorded share-based compensation expense related to options of $658 thousand for the nine months ended September 30, 2023[179] Major Customers and Suppliers - One major customer accounted for 52% and 65% of the Company's total revenue for the three and nine months ended September 30, 2023, compared to 99% and 81% for the same periods in 2022[50] - The Company had one major supplier representing 4% and 23% of goods and services purchased for the three and nine months ended September 30, 2023[51] Contractual Obligations and Liabilities - As of September 30, 2023, total other current liabilities amounted to $14.262 million, a decrease from $15.178 million as of December 31, 2022[98] - Current contract liabilities were $49.679 million as of September 30, 2023, compared to $56.656 million at the end of 2022[118] - The total liabilities measured at fair value as of September 30, 2023, amounted to $35.7 million, including earn-out liabilities of $19.2 million and warrant liabilities of $16.5 million[185]

As filed with the U.S. Securities and Exchange Commission on September 21, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) __________________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3760 36-50 ...