← Back to LUNR filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Intuitive Machines, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report, as well as our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 which was filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026. Certain of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the sections titled “Cautionary Note Regarding Forward-Looking Statements“ and Part II. Item 1A. “Risk Factors” included in the section titled Part I. Item 1A. “Risk Factors” in our 2025 Annual Report on Form 10-K filed with the SEC on March 19, 2026, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Unless otherwise indicated or the context otherwise requires, references in this section to the “Company,” “IM,” “Intuitive Machines,” “we,” “us,”, or “our” refer to Intuitive Machines, Inc. and its consolidated subsidiaries.
Overview
Intuitive Machines, Inc., collectively with its subsidiaries (the “Company,” “IM,” “Intuitive Machines,” “we,” “us” or “our”) is a space infrastructure and services company founded in 2013 and focused on enabling sustained infrastructure and human activity beyond Earth. We believe the United States is transitioning from episodic space missions to long-duration operations and persistent presence, and we are building the systems and services required to support this evolution across civil, national security, and commercial markets.
We design, build, integrate and operate spacecraft, communications networks, and space systems that support operations across low Earth orbit (“LEO”), geostationary orbit (“GEO”), cislunar space, and deep space. Our strategy is to evolve space activity from single-mission execution toward continuously operating infrastructure by combining spacecraft delivery with network connectivity and long-term operations. We believe this approach positions us to support enduring government requirements while enabling the development of a commercial space economy.
Our operating model is organized around three integrated capabilities:
•Build — designing, manufacturing, and delivering spacecraft, landers, satellites, surface systems, propulsion, and avionics for government and commercial customers;
•Connect — integrating deployed assets into communications, navigation, command and control, and data relay networks that enable persistent connectivity; and
•Operate — providing mission operations, hosted payload services, data services, navigation and timing capabilities, and other infrastructure-based offerings.
We believe that operating deployed systems as infrastructure, rather than concluding at delivery, creates opportunities for longer-duration contracts, recurring revenue, and margin expansion over time.
Recent Developments
Share Purchase Agreement - Goonhilly
On August 3, 2026, the Company consummated the acquisition of the Goonhilly group’s UK and U.S. operations pursuant to the terms of a Share Purchase Agreement (the “SPA”), dated May 14, 2026, with Goonhilly Holdings Limited, as seller. Pursuant to the SPA, the Company acquired all of the issued and outstanding shares of Goonhilly Earth Station Limited, a ground station and satellite communications company incorporated in England and Wales (the “UK Acquisition”). The aggregate consideration for the UK Acquisition (the “UK Consideration”) was £37,000,000, split equally between cash and stock. The stock portion consists of 960,649 shares of Class A Common Stock (the “Consideration Shares”). The UK Consideration is subject to post-closing adjustment.
Additionally, as part of the acquisition of the Goonhilly group’s UK and U.S. operations pursuant to the SPA, on August 3, 2026, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Goonhilly Holdings USA Inc., pursuant to which we acquired all of the issued and outstanding membership interests of COMSAT LLC (formerly Goonhilly Inc.) (“COMSAT”) for a base cash purchase price of $10.0 million and reimbursement of
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expenses, subject to adjustments for cash, debt, working capital and specified capital expenditures, including a post-closing true-up.
Multi-satellite award
In June 2026, we received an Authorization to Proceed from a customer to begin work on a multi-satellite program, which includes three additional geostationary communications satellites. The program has an anticipated aggregate value of over $600.0 million.
Customer credit and contract exposure
Certain subsidiaries and affiliates of EchoStar Corporation commenced Chapter 11 bankruptcy proceedings beginning on June 30, 2026, and Hughes Satellite Systems Corporation and certain additional EchoStar-affiliated entities commenced separate Chapter 11 proceedings on August 2, 2026. Lanteris has multiple customer relationships with entities under the EchoStar corporate umbrella, including receivables associated with completed satellite programs and an active satellite construction contract. Certain entities included in the proceedings on August 2, 2026 are direct contractual counterparties under certain completed satellite programs, while other debtor entities have historically served as payors, sold-to parties or otherwise have been associated with certain contracts.
As of June 30, 2026, Lanteris had approximately $10.1 million of accounts receivable and $41.4 million of orbital receivables associated with EchoStar-affiliated entities and had zero related contract assets. Lanteris also continues to perform under an active satellite construction contract with an EchoStar-affiliated entity that was not included in the bankruptcy proceedings as of August 13, 2026.
We evaluated the collectability of these balances and the effect of the proceedings on revenue recognition for the active contract. Based on information currently available, including the identity and obligations of the contractual counterparties, historical and subsequent payment activity, expected recoveries, continuing contract performance and the status of the bankruptcy proceedings, we did not record an incremental credit-loss provision or adjust revenue recognition as of June 30, 2026. We continue to evaluate the treatment of certain claims and contracts in the bankruptcy proceedings and to monitor payment activity and other developments through the date of the filing.
The proceedings remain subject to change. An adverse change in expected recoveries, a missed or delayed payment, rejection or modification of a contract, changes in customer funding, or other developments affecting the customer relationships could result in credit losses, delayed cash collections, reduced revenue or margin, or disruption of future contract performance.
Subsequent events
The Company was selected by the L3Harris Technologies to support the Space Development Agency’s Accelerated Missile Defense Tranche 3 (“AMDT3”) mission. Under this contract, we will build and deliver eighteen spacecraft platforms using the IM 300 platform for hypersonic and ballistic missile tracking capabilities.
Key Factors Affecting Our Performance
We believe that our future success and financial performance depend on several factors that present significant opportunities for our business, but also pose risks and challenges, including those discussed below and in the sections titled Part I., Item 1A. “Risk Factors” in the 2025 Annual Report on Form 10-K, and Part II., Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q.
Inflation and Macroeconomic Pressures
The global economy continues to experience volatile disruptions including to the commodity and labor markets. These disruptions have contributed to an inflationary environment which has affected, and may continue to adversely affect, the price and availability of certain products and services necessary for our operations, which in turn, has adversely impacted, and may continue to adversely impact our business, financial condition and results of operations.
We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from elevated interest rates, sustained inflation and recession risks, supply chain disruptions, monetary and fiscal policy measures including future actions or inactions of the United States government related to the “debt-ceiling”, heightened geopolitical tensions and armed conflicts, including the ongoing war in the Ukraine and conflict in the Middle East, the current budgetary and deficit funding environment, future government shutdowns, and the political and regulatory environment (including changes as a result of policy shifts implemented by the current administration) on our business, customers, suppliers and other third parties. While rising costs and other inflationary pressures have not had a material
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impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers.
U.S. trade policy continues to evolve, including through the imposition of new or increased tariffs that could impact our supply chain and our business. These trade policy decisions are outside of our control and may have consequences for our business. Changes in trade policies, such as new tariffs or increases in tariffs, or responsive measures, including retaliatory tariffs or legal challenges, could have an adverse impact on our business. Although we primarily sell our products and services to U.S. Government customers and our suppliers are primarily domestic, we have some exposure to imported materials and components. Based on current conditions, we have not experienced to date and do not expect a material impact on our results of operations or financial condition over the next year. We will continue to monitor the evolving trade landscape and assess potential implications on our supply chain and business.
Any future U.S. government shutdown may cause our business, program performance and results of operations to be impacted by the disruptions to federal government offices, workers, and operations, including risks relating to the funding of certain programs, stop-work orders, delay in contract awards and new program starts, payments for work performed from U.S. government entities, and other actions. We may also experience similar impacts in the event of a series of short-term continuing resolutions rather than full-year fiscal year appropriations. Generally, the significance of these impacts will primarily be based on the length of any shutdown and the timing of passage of a new continuing resolution or full-year appropriations.
Our ability to expand our product and services offerings
We are in the preliminary stages of developing our full space infrastructure offerings. These services are expected to grant customers access to cislunar space and the lunar surface at lower price points than previous lunar missions. We are also working to provide data transmission services at lunar distance to include far-side connectivity, along with ancillary services that are likely to include orbital servicing, earth reentry, and payload development and manufacture.
Our growth opportunity is dependent on our ability to win lunar missions and expand our portfolio of services. Our ability to sell additional products and services to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution. To sell additional products and services to new and existing customers, we will need to continue to invest significant resources in our products and services as well as demonstrate reliability through a successful lunar landing. If we fail to make the right investment decisions, are unable to raise capital, if customers do not adopt our products and services, or if our competitors are able to develop technology or products and services that are superior to ours, our business, prospects, financial condition and operating results could be adversely affected.
We expect to make significant investments in our lunar and data programs in the short term. Although we believe that our financial resources will be sufficient to meet our capital needs in the short term, our timeline and budgeted costs for these offerings are subject to substantial uncertainty, including due to compliance requirements of U.S. federal export control laws and applicable foreign and local regulations, the impact of political and economic conditions, and the need to identify opportunities and negotiate long-term agreements with customers for these services, among other factors. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay any additional indebtedness that we may incur.
Our ability to expand spaceflight mission operations
Our success will partially depend on our ability to expand our lunar mission operations and win government contracts in 2026 and beyond. We completed the first mission in February 2024 and completed our second mission in March 2025. With binding agreements for additional launches as of June 30, 2026, we have $1.76 billion in contracted backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog.
Prior to commencing missions, we must complete internal integration activities as well as launch vehicle integration with our launch provider, SpaceX. Any delays to our targeted mission launch date or in commencing our missions, including due to congestion at the pad launch site or delays in obtaining various approvals or licenses, could adversely impact our results and growth plans. As we improve production efficiency and schedule reliability and begin to launch our satellites for our lunar data network, we expect to improve our market penetration, which we believe will lead to higher revenue from both volume and mission complexity as well as increased operating leverage.
Ability to continue to capitalize on government expenditures and private enterprise investment in the space economy
Our future growth is largely dependent on our ability to continue to capitalize on increased government spending and private investment in the space economy. U.S. federal government expenditures and private enterprise investment have fueled our growth in recent years, and it has resulted in our continued ability to secure increasingly valuable contracts for
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products and services. An increased focus on U.S. federal government spending could unfavorably impact the space exploration sector in the future. Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities, could adversely affect the funding for individual programs and delay purchasing decisions by our customers. If our existing programs and project pursuits are not focused on the federal government’s higher priorities, our business, prospects, financial condition and operating results could be adversely affected.
Ability to improve profit margins and scale our business
The growth of our business is dependent on our ability to improve our profit margins over time while successfully scaling our business. We intend to continue investing in initiatives to improve our operating leverage and significantly increase utilization. Our ability to achieve our production-efficiency objectives could be negatively impacted by a variety of factors including, among other things, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs and unexpected supply-chain quality issues or interruptions. If we are unable to achieve our goals, we may not be able to increase operating margin, which would negatively impact gross margin and profitability.
Our ability to continue to innovate
We design, build, and test our landers, satellites, spacecraft and subsystems in-house and operate at the forefront of composite structures, liquid rocket engines, guidance, navigation and control software, precision landing and hazard avoidance software, and advanced manufacturing techniques. We believe the synergy of these technologies enables greater responsiveness to the commercial and government requirements for lunar exploration. To continue establishing market share and attracting customers, we plan to continue to make substantial investments in research and development for the continued enhancements of our landers, lunar data network, and other space systems. Over time, we expect our research and development expenditures to continue to grow on an absolute basis, but remain consistent or decrease as a percent of our total revenue as we expand our service offerings.
Components of Results of Operations
Revenues
We perform work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials or a combination of the three. Pricing for all customers is based on specific negotiations with each customer. For a description of our revenue recognition policies, see the section titled “Critical Accounting Policies and Estimates.”
The Company’s revenue is primarily generated from fixed-price, long-term construction contracts to develop satellite systems and long-term service contracts for the delivery of payloads to the lunar surface. In order to satisfy these contracts, we undertake the engineering for the research, design, development, manufacturing, integration and sustainment of advanced technology space systems. The integration of these technologies and systems lead to an organic and integrated capability to provide lunar access on a commercial services basis. Revenue is measured based on the amount of consideration specified in a contract with the customer.
We recognize revenue when we transfer control of a promised good or service to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for the good or service. Under the overtime revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred and an estimate of costs to complete and resulting total estimated costs at completion.
Revenue from long-term contracts can fluctuate from period to period largely based on the stage of the project and overall mission. These projects will typically have a ramp up period in the beginning stage and wind down as the mission nears launch date. A significant portion of the revenue (approximately 10% of the contract price) contains variable considerations which is constrained to nil for accounting purposes as it is dependent on a successful mission landing. This may cause fluctuations in future revenue, profits and cash flows.
Under cost-reimbursable contracts, the price is generally variable based upon our actual allowable costs incurred for materials, equipment, reimbursable labor hours, overhead and G&A expenses. Profit on cost-reimbursable contracts may be in the form of a fixed fee or a mark-up applied to costs incurred, or a combination of the two. The fee may also be an incentive fee based on performance indicators, milestones or targets and can be based on customer discretion or in the form of an award fee determined based on customer evaluation of the Company's performance against contractual criteria. Cost-reimbursable contracts are generally less risky because the owner/customer retains many of the project risks, however it generally requires us to use our best efforts to accomplish the scope of the work within a specified time and budget.
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Cost-reimbursable contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (“FAR”) and are competitively priced based on estimated or actual costs of providing the contractual goods or services. The FAR provides guidance on types of costs that are allowable in establishing prices for goods and services provided to the U.S. government and its agencies. Pricing for non-U.S. government agencies and commercial customers is based on specific negotiations with each customer.
Grant revenue
From time to time, the Company may be awarded government grants. Government grants or awards are initially recognized when there is reasonable assurance the conditions of the grant or award will be met and the grant or award will be received. After initial recognition, government grants or awards are recognized as income under revenue within the statement of operations on a systematic basis in a manner consistent with the manner in which the Company recognizes the underlying costs included in the cost of revenue within the statement of operations for which the grant or award is intended to compensate.
Cost of revenues (excluding depreciation and amortization)
Cost of revenues (excluding depreciation and amortization) consists primarily of direct material and labor costs, subcontract costs, launch services, manufacturing overhead, freight expense, and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense. We expect our cost of revenue to increase in absolute dollars in future periods as we sell more products and services. As we grow into our current capacity and execute on cost-optimization initiatives, we expect our cost of revenue as a percentage of revenue to decrease over time.
Depreciation and amortization
Depreciation consists of the depreciation of tangible fixed assets for the relevant period based on the straight-line method over the useful life of the assets. Tangible fixed assets include property and equipment. Amortization consists of the amortization of finite-lived intangibles for the relevant period based on the straight-line method over the useful life of the assets. Our finite-lived intangible assets include customer relationships and developed technology.
Research and development
Research and development (“R&D”) represents costs incurred for the Company’s continued enhancements of our landers, lunar data network, other space systems, and also for the development and innovation of our proprietary technology platforms. R&D costs primarily include engineering personnel salaries and benefits, subcontractor costs, materials and supplies, and other related expenses.
General and administrative expense (excluding depreciation and amortization)
Selling, general and administrative expense (excluding depreciation and amortization) consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, professional services, insurance, travel, allocated overhead and other marketing, communications and administrative expenses. We expect to invest in our corporate organization and incur additional expenses associated with growing and operating as a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs.
Interest income
Interest income consists of interest income earned on cash and cash equivalent balances held by us in interest-bearing demand deposit accounts, money market funds, and certificates of deposit.
Interest expense
Interest expense is primarily incurred on the Convertible Notes as discussed in Note 10 - Debt, in addition to interest expense on our finance leases.
Change in fair value of earn-out liabilities
Earn Out Units are classified as liabilities transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination. At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the condensed consolidated statement of operations.
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Upon issuance and release of the shares after each Triggering Event is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to stockholders’ equity (deficit) on the consolidated balance sheet. See Note 16 of the condensed consolidated financial statements for additional information on the earn-out liabilities.
Change in fair value of warrant liabilities
In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has issued warrants which are classified as liabilities on our balance sheet. At each period end, the warrants are remeasured to their fair value with the changes during the period recognized in other income (expense) on our condensed consolidated statement of operations. As of June 30, 2026, only the Bridge Loan Conversion warrants remain outstanding. See Notes 13 and 16 of the condensed consolidated financial statements for additional information on the warrant liabilities.
Change in fair value of contingent consideration liabilities
In connection with the acquisition of KinetX, the purchase price included a contingent consideration if certain future events or conditions are met and required the Company to holdback a number of shares of Class A Common Stock in escrow. The holdback was accounted for as contingent consideration and recorded as a liability based on its estimated fair value as of the acquisition date. We remeasure the contingent consideration at fair value each period with changes in fair value recorded in other income (expense) on our condensed consolidated statement of operations. See Notes 3 and 16 of the condensed consolidated financial statements for additional information on the contingent consideration liabilities.
Other income (expense), net
Other income, net primarily consists of immaterial miscellaneous income sources.
Income tax expense
Intuitive Machines, Inc. is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes. Intuitive Machines, LLC is a partnership for U.S. federal income tax purposes and therefore does not pay United States federal income tax on its taxable income. Instead, the Intuitive Machines, LLC unitholders, including Intuitive Machines, Inc., are liable for U.S. federal income tax on their respective shares of Intuitive Machines, LLC’s taxable income. Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes.
Net loss attributable to redeemable noncontrolling interest
Redeemable noncontrolling interest represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own. The noncontrolling interest was created as a result of the Business Combination and represented the common units issued by Intuitive Machines, LLC to the prior investors. The Company allocates net income or loss attributable to the noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss attributable to noncontrolling interests is reflected in the condensed consolidated statement of operations. As of June 30, 2026, the financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. and resulted in the allocation of approximately 24.8% of Intuitive Machines, LLC’s net loss to noncontrolling interest.
Net income attributable to noncontrolling interest
Intuitive Machines and KBR entered into a joint venture agreement (the “OMES III JV Agreement”) within Space Network Solutions to execute the OMES III contract with a profits interest of 47% for Intuitive Machines and 53% for KBR, which represents the noncontrolling interest. We have determined that the OMES III JV Agreement represents a silo within Space Network Solutions and is a standalone VIE.
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Results of Operations
The following tables set forth our results of operations for the periods presented. The period-period comparison of financial results is not necessarily indicative of future results.
The following table sets forth information regarding our consolidated results of operations for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Three Months Ended June 30, $ Change Six Months Ended June 30, $ Change
(in thousands) 2026 2025 2026 2025
Revenues:
Product revenue $ 166,735 $ — $ 166,735 $ 308,289 $ — $ 308,289
Service revenue 36,677 50,313 (13,636) 78,753 112,837 (34,084)
Grant revenue 2,756 — 2,756 5,856 — 5,856
Total revenues 206,168 50,313 155,855 392,898 112,837 280,061
Operating expenses:
Cost of product revenue (excluding depreciation and amortization) 119,328 — 119,328 233,241 — 233,241
Cost of service revenue (excluding depreciation and amortization) 41,126 56,047 (14,921) 74,786 104,972 (30,186)
Cost of grant revenue (excluding depreciation and amortization) 2,760 — 2,760 5,861 — 5,861
Cost of service revenue (excluding depreciation and amortization) - affiliated companies 7,088 6,109 979 13,037 13,031 6
Total cost of revenues 170,302 62,156 108,146 326,925 118,003 208,922
Depreciation and amortization 14,927 752 14,175 27,975 1,375 26,600
Research and development 7,729 461 7,268 13,318 1,372 11,946
General and administrative expense (excluding depreciation and amortization) 60,346 15,584 44,762 111,017 30,804 80,213
Total operating expenses 253,304 78,953 174,351 479,235 151,554 327,681
Operating loss (47,136) (28,640) (18,496) (86,337) (38,717) (47,620)
Other income (expense), net:
Interest income 1,476 3,500 (2,024) 2,907 4,919 (2,012)
Interest expense (4,483) (72) (4,411) (9,368) (97) (9,271)
Change in fair value of earn-out liabilities — — — — (33,369) 33,369
Change in fair value of warrant liabilities (11,622) (13,033) 1,411 (21,044) 29,969 (51,013)
Change in fair value of contingent consideration liabilities (890) — (890) (1,411) — (1,411)
Other income (expense), net (178) 39 (217) (106) 65 (171)
Total other income (expense), net (15,697) (9,566) (6,131) (29,022) 1,486 (30,508)
Loss before income taxes (62,833) (38,206) (24,627) (115,359) (37,231) (78,128)
Income tax expense (8) — (8) (10) — (10)
Net loss (62,841) (38,206) (24,635) (115,369) (37,231) (78,138)
Net loss attributable to redeemable noncontrolling interest (16,781) (13,408) (3,373) (32,265) (1,499) (30,766)
Net income attributable to noncontrolling interest 385 383 2 728 845 (117)
Net loss attributable to the Company (46,445) (25,181) (21,264) (83,832) (36,577) (47,255)
Less: Preferred dividends (167) (151) (16) (329) (298) (31)
Net loss attributable to Class A common shareholders $ (46,612) $ (25,332) $ (21,280) $ (84,161) $ (36,875) $ (47,286)
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Product and services revenues
The following provides a summary of the significant contracts and estimated mission launch dates for each lunar payload mission impacting our results of operations:
•The NASA payload contract for the IM-3 mission was awarded in November 2021. Total IM-3 mission estimated revenue under fixed-priced contracts is $91.3 million (excluding constrained revenue of $9.7 million) as of June 30, 2026. The IM-3 period of performance runs through March 2027.
•The NASA payload contract for the IM-4 mission was awarded in August 2024. Total IM-4 mission estimated revenue under fixed-priced contracts is $124.5 million (excluding constrained revenue of $16.2 million) as of June 30, 2026. The IM-4 period of performance runs through August 2028.
•The fifth NASA payload contract, the IM-6 mission was awarded in March 2026 and has an estimated revenue under fixed-priced contracts of $160.1 million (excluding constrained revenue of $18.3 million) as of June 30, 2026. The IM-6 period of performance runs through May 2031.
•The sixth NASA payload contract, the IM-5 mission was awarded in June 2026 and has an estimated revenue under a fixed-priced contract with a base-period value of $68.6 million as of June 30, 2026. The contract also includes a customer option period with a value of $79.7 million and a performance incentive of up to $15.0 million. As of June 30, 2026, the option period has not been exercised by the customer. The IM-5 base-period of performance runs through August 2027.
Comparison of three months ended June 30, 2026 and 2025
Total revenue increased by $155.9 million for the three months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which contributed $166.7 million driven by revenues from commercial satellite contracts for $64.5 million, national security contracts for $57.8 million, and civil contracts for $44.4 million.
For the three months ended June 30, 2026 compared to the same period in 2025, the revenues on the CLPS mission contracts decreased slightly by $0.7 million. Revenue from the IM-4 mission decreased by $3.3 million primarily due to an unfavorable change in the estimate contract costs to meet payload customer obligations, which was offset by increases in IM-3 revenue of $1.8 million as this mission readies as the Company’s next launch, and IM-6 of $0.8 million which was awarded in March 2026.
Revenue on the NASA Near Space Network (“NSN”) contract decreased by $7.3 million due to schedule delay and an unfavorable change in the EAC, OMES III contract decreased by $1.8 million due to NASA’s cancellation of the OSAM task orders, and the LTV contract decreased by $5.8 million due to completion in the second quarter of 2025. Various other engineering services contributed a net increase in revenue of $4.8 million.
Comparison of six months ended June 30, 2026 and 2025
Total revenue increased by $280.1 million for the six months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which contributed $308.3 million driven by revenues from commercial satellite contracts for $127.6 million, national security contracts for $105.2 million, and civil contracts for $75.4 million.
For the six months ended June 30, 2026 compared to the same period in 2025, the revenues on the CLPS mission contracts decreased by $13.5 million, mostly due to the IM-2 mission completion in March of 2025 which contributed $12.8 million in revenues during the first quarter of 2025. The IM-3 mission decreased by $1.8 million, slightly offset by an increase of $0.8 million on IM-6 which was awarded in March 2026.
Revenues on the LTV contract decreased by $12.8 million due to completion in the second quarter of 2025, the OMES III contract decreased by $7.4 million due to NASA’s cancellation of the OSAM task orders, and the NSN contract decreased by $8.1 million due to schedule delay and an unfavorable change in the EAC. Various other engineering services contributed a net increase in revenue of $13.5 million.
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Cost of revenue (excluding depreciation and amortization)
Comparison of three months ended June 30, 2026 and 2025
Total cost of revenue increased by $108.1 million, for the three months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which incurred costs of $119.3 million driven by product costs from commercial satellite contracts for $46.0 million, national security contracts for $46.6 million, and civil contracts for $26.7 million.
For the three months ended June 30, 2026 compared to the same period in 2025, the cost of revenues on the CLPS mission contracts decreased by $3.0 million. The cost of revenue on the IM-3 mission decreased by approximately $11.5 million driven by higher estimated contract costs in 2025 related to the alignment of the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSN contract obligations partially offset by the IM-4 mission increase of $8.8 million due to unfavorable cost adjustment to meet payload customer obligations. As of June 30, 2026, the IM-3 and IM-4 contracts are in a loss position. For the three months ended June 30, 2026 compared to the same period in 2025, the accrued contract loss for IM-3 decreased by approximately $14.7 million primarily related to the 2025 increases in estimated costs driven by the alignment of the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSN contract obligations. For the same comparable periods, the accrued contract loss for IM-4 increased by $13.5 million driven by the cost adjustments as previously discussed.
Cost of revenue decreased on the LTV contract by $4.9 million as the contract was completed in the second quarter of 2025, the NSN contract by $2.0 million due to schedule delay, the OMES III contract by $1.2 million due to NASA’s cancellation of the OSAM project, various engineering services of $0.1 million.
Comparison of six months ended June 30, 2026 and 2025
Total cost of revenue increased by $208.9 million, for the six months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which we incurred costs of $233.2 million driven by product costs from commercial satellite contracts for $94.1 million, national security contracts for $85.2 million, and civil contracts for $54.0 million.
For the six months ended June 30, 2026 compared to the same period in 2025, the cost of revenues on the CLPS mission contracts decreased by $7.7 million. Cost of revenue decreased on the IM-2 mission by approximately $9.4 million as the mission was completed in March 2025 and the IM-3 mission by $11.6 million related to higher 2025 costs as described above. These decreases were partially offset by the IM-4 mission cost of revenue increase of $12.8 million driven by higher costs to meet payload customer obligations. As of June 30, 2026, the IM-3 and IM-4 contracts are in a loss position. For the six months ended June 30, 2026 compared to the same period in 2025, the accrued contract loss for IM-3 decreased by approximately $12.1 million which was offset by the accrued contract loss increase of $13.4 million on IM-4, for reasons as previously discussed.
Cost of revenue decreased on the OMES III contract by $6.6 million due to NASA’s cancellation of the OSAM project, the LTV contract by $12.6 million as the contract was completed in the second quarter of 2025, and the NSN contract by $1.7 million due to schedule delay. These decreases were slightly offset by cost of revenue increases on various engineering services of $4.4 million.
Research and development
Research and development increased by $7.3 million for the three months ended June 30, 2026, compared to the same period in 2025, and increased by $11.9 million for the six months ended June 30, 2026, compared to the same period in 2025. The increases were primarily attributable to investments in initiatives aimed at expanding the Company’s product and service capabilities.
General and administrative expense (excluding depreciation and amortization)
General and administrative expense (excluding depreciation and amortization) (“G&A”) increased by $44.8 million for the three months ended June 30, 2026, compared to the same period in 2025, and increased by $80.2 million for the six months ended June 30, 2026, compared to the same period in 2025. These increases primarily reflect the Company’s investment in its workforce to support our operations and business infrastructure, business development, and information technology to optimize corporate and operational processes and systems, and research and development initiatives to expand our product
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and service capabilities. Additionally, the increase was driven by the Company’s acquisition of Lanteris on January 13, 2026. These increases are summarized below.
The $44.8 million increased for the three months ended June 30, 2026, compared to the same periods in 2025, was primarily driven by higher employee compensation and benefits expense of $20.6 million, increased non-cash share-based compensation expense of $8.0 million, higher professional services of $9.2 million driven by accounting, legal and other consulting fees to support, business development expense increase of $3.7 million, and various other administrative costs $3.1 million
The $80.2 million increase for the six months ended June 30, 2026, compared to the same periods in 2025, was driven by higher employee compensation and benefits expense of $38.8 million and non-cash share-based compensation expense of $14.0 million, higher professional services of $23.0 million driven by accounting, legal and other consulting fees, and business development expense increase of $4.5 million, partially offset by various other administrative costs net decrease of $0.3 million.
Other income (expense), net
Total other income (expense), net unfavorable change of $6.1 million for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to higher interest expense mostly related to the Convertible Notes of $4.4 million, reduction in interest income of $2.0 million, and unfavorable change in contingent consideration liabilities of $0.9 million, partially offset by favorable change in the fair value of warrant liabilities of $1.4 million.
Total other income (expense), net unfavorable change of $30.5 million for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to the unfavorable changes in the fair value of warrant liabilities of $51.0 million and contingent consideration liabilities of $1.4 million, interest expense mostly related to the Convertible Notes of $9.3 million, and reduction in interest income of $2.0 million, partially offset by the $33.4 million favorable change in the fair value of earn out liabilities as the earn out units fully vested during the first quarter of 2025.
Key Business Metrics and Non-GAAP Financial Measures
We monitor the following key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.
Backlog
We define backlog as our total estimate of the revenue we expect to realize in the future as a result of performing work on customer commitments established through legally binding contractual arrangements or other binding customer authorizations, less the amount of revenue we have previously recognized. We monitor our backlog because we believe it is a forward-looking indicator of potential sales which can be helpful to investors in evaluating the performance of our business and identifying trends over time.
In connection with the Lanteris acquisition, we reassessed our backlog policy to reflect the broader range of contractual arrangements and binding customer authorizations utilized across our combined business. We generally include total expected revenue in backlog when management concludes that a customer has made a substantive commercial commitment to a defined scope of work under a legally binding contractual arrangement or other binding customer authorization. Management considers whether the scope of work and pricing are substantially defined, the customer has authorized performance, and remaining contractual or administrative steps are not expected to materially change the overall commercial economics of the program.
Our backlog does not include any estimate of future potential orders that might be awarded under government-wide acquisition contracts, agency-specific indefinite delivery/indefinite quantity contracts or other multiple-award contract vehicles, nor does it include option periods that have not been exercised by the customer or opportunities for which a substantive customer commitment has not been established. Nearly all government contracts allow customers to terminate the agreement at any time for convenience. Management reassesses backlog each reporting period based on changes in contractual status and other relevant facts and circumstances.
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The following table presents our backlog as of the periods indicated:
(in thousands) June 30, 2026 December 31, 2025
Backlog $ 1,761,950 $ 213,070
Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. As of June 30, 2026, we expect to recognize approximately 25%-30% of our backlog over the remainder of 2026, approximately 35-40% over the subsequent twelve months of 2027 and the remaining thereafter. Our backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our fulfillment, which in turn may be impacted by the nature of products and services ordered, the amount of inventory on hand to satisfy orders and the necessary development and manufacturing lead time required to satisfy certain orders.
Backlog increased by $1.55 billion as of June 30, 2026 compared to December 31, 2025, which includes $612.8 million of acquired backlog associated with the Lanteris acquisition in January 2026, new awards of $1.34 billion primarily associated with a multi-satellite program in support of three commercial satellites, for which we received a $45.0 million authority to proceed and recorded backlog reflecting an estimated total program value of more than $600.0 million. Additionally, we recognized new awards or expanded contract values for the IM-5 and IM-6 missions, the NSN contract, a government defense contract, and various other contract award. These increases were partially offset by continued performance on existing contracts of $392.9 million, and several adjustments of $15.5 million mostly related to the descoping of a rideshare contract associated with the IM-4 mission.
As of June 30, 2026, our backlog of $1.76 billion exceeded our remaining performance obligations of $814.7 million as reported in Note 4 - Revenue to our unaudited condensed consolidated financial statements. The difference of $947.3 million was primarily related to approximately $587.0 million recorded in backlog related to the multi-satellite program discussed above, $316.0 million in backlog related to the funded value of various contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations, and $44.3 million of variable consideration associated with constrained revenue.
Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income, interest expense, transaction and integration costs related to acquisitions, share based compensation, change in fair value instruments, gain or loss on issuance of securities, other income/expense, depreciation, impairment of property and equipment, and provision for income taxes.
We present Adjusted EBITDA because we believe it is helpful in highlighting trends in our operating results and because it is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry.
Adjusted EBITDA has limitations as an analytical measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:
•Adjusted EBITDA does not reflect interest income or interest expense from cash deposits, loans, or investments, transaction and integration costs related to acquisitions or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us;
•Adjusted EBITDA does not consider the impact of share-based compensation expense, which is expected to continue to be part of our compensation strategy;
•Adjusted EBITDA does not consider the impact of change in fair value of earn-out liabilities, change in fair value of warrant liabilities, change in fair value of contingent consideration liabilities, loss on issuance of securities, or impairment of property and equipment, that we do not consider to be routine in nature for the ongoing financial performance of our business;
•Adjusted EBITDA excludes non-cash charges for depreciation of property and equipment, and although the assets being depreciated may have to be replaced in the future, Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
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•Adjusted EBITDA does not reflect provisions for income taxes, which may represent a reduction in cash available to us.
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results.
The following table presents a reconciliation of net loss, the most directly comparable financial measure presented in accordance with U.S. GAAP, to Adjusted EBITDA.
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net loss $ (62,841) $ (38,206) $ (115,369) $ (37,231)
Adjusted to exclude the following:
Income tax expense 8 — 10 —
Depreciation and amortization 14,927 752 27,975 1,375
Interest income (1,476) (3,500) (2,907) (4,919)
Interest expense 4,483 72 9,368 97
Transaction and integration costs related to acquisitions 7,919 — 27,897 —
Share-based compensation expense 10,491 2,520 19,333 5,364
Change in fair value of earn-out liabilities — — — 33,369
Change in fair value of warrant liabilities 11,622 13,033 21,044 (29,969)
Change in fair value of contingent consideration liabilities 890 — 1,411 —
Other income, net 178 (39) 106 (65)
Adjusted EBITDA $ (13,799) $ (25,368) $ (11,132) $ (31,978)
Free Cash Flow
We define free cash flow as net cash (used in) provided by operating activities less purchases of property and equipment. We believe that free cash flow is a meaningful indicator of liquidity that provides information to management and investors about the amount of cash generated from operations that, after purchases of property and equipment, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet.
Free Cash Flow has limitations as a liquidity measure, and you should not consider it in isolation or as a substitute for analysis of our cash flows as reported under U.S. GAAP. Some of these limitations are:
•Free Cash Flow is not a measure calculated in accordance with U.S. GAAP and should not be considered in isolation from, or as a substitute for financial information prepared in accordance with U.S. GAAP.
•Free Cash Flow may not be comparable to similarly titled metrics of other companies due to differences among methods of calculation.
•Free Cash Flow may be affected in the near to medium term by the timing of capital investments, fluctuations in our growth and the effect of such fluctuations on working capital and changes in our cash conversion cycle.
The following table presents a reconciliation of net cash used in operating activities, the most directly comparable financial measure presented in accordance with U.S. GAAP, to free cash flow:
Six Months Ended June 30,
(in thousands) 2026 2025
Net cash provided by (used in) operating activities $ (111,878) $ 156
Purchases of property and equipment (33,941) (14,176)
Free cash flow $ (145,819) $ (14,020)
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Liquidity and Capital Resources
Since inception, we have funded our operations through internally generated cash on hand, proceeds from sales of our capital stock, proceeds from warrant exercises, and our proceeds from the issuance of bank debt and Convertible Notes. We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses of cash on a short and long-term basis are for working capital requirements, general corporate purposes, and capital expenditures as well as research and development efforts and potential mergers and acquisitions. Our primary working capital requirements are for project execution activities including purchases of materials, subcontracted services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects. Our capital expenditures are primarily related to machinery and equipment, computers and software, and leasehold improvements for general corporate and operational purposes. We expect construction in progress to continue to increase as we develop data relay satellites and ground networks associated with our Data Transmission Services business.
As of June 30, 2026, we had cash and cash equivalents of $367.4 million and working capital of $263.0 million. The Company invests excess cash in highly-liquid, low risk interest-bearing demand deposit accounts, money market funds, and certificates of deposits, all of which are with major financial institutions.
Lanteris Acquisition
On January 13, 2026, the Company completed the acquisition of the 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”), previously known as Maxar Space Systems, a spacecraft manufacturer, from Advent International LLC. The aggregate consideration for the acquisition is $853.3 million, consisting of $405.6 million in cash plus $43.7 million of transaction bonuses deemed to be part of consideration and the issuance of 22,991,028 shares of the Company’s Class A Common Stock valued at $404.0 million, based on the acquisition date closing stock price of $17.57. The Company funded the cash consideration using cash on hand. See Note 3 - Acquisitions for more information on the acquisition of Lanteris.
Orbital Receivables Purchase Facility
In connection with the Lanteris acquisition, the Company entered into a Waiver, Consent, Amendment and Assignment Agreement with ING Belgium NV/SA (“ING”) and certain affiliates of Lanteris, pursuant to which the Company became a guarantor under the Amended and Restated Receivables Purchase Agreement (the “Orbital Receivables Purchase Facility”). Under the facility, through December 1, 2026, ING may purchase certain orbital payment receivables of Lanteris on a discretionary, transaction-by-transaction basis, up to an aggregate maximum of $250.0 million. If a customer prepays a receivable that has been purchased by ING, Lanteris is required to make a contractual make-whole payment based on a net present value formula. The Company expects the Orbital Receivables Purchase Facility to continue to support Lanteris’ working capital and liquidity needs. For further discussion on the orbital receivables, refer to Note 5 - Trade and Other Receivables, net.
February 2026 Securities Purchase Agreement
On February 27, 2026, the Company completed the issuance and sale to the Investors of 11,574,069 shares of the Company’s Class A Common Stock at a price of $15.12 per share for an aggregate purchase price of $175.0 million pursuant to the terms of a definitive securities purchase agreement (the “Securities Purchase Agreement”), and incurred related transaction costs of $7.5 million. Refer to Note 12 for additional information on this issuance.
ATM Program
On June 2, 2026, the Company entered into a Sales Agreement (as defined in Note 12) with the selling agents named therein pursuant to which the Company may, from time to time, offer and sell shares of Class A Common Stock for aggregate gross proceeds of up to $500.0 million pursuant to an at-the-market financing facility (the “ATM Program”). During the second quarter of 2026, the Company raised approximately $235.2 million in net proceeds and incurred transaction fees of approximately $0.6 million for the initial set-up costs pursuant to the ATM Program. Refer to Note 12 for additional information on the ATM Program and Note 2 for additional information on the related transaction costs.
Share Purchase Agreement - Goonhilly
August 3, 2026, we consummated the Goonhilly acquisition. For additional information, refer to “Recent Developments,” above and Note 22 - Subsequent Events.
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Management believes that the cash and cash equivalents as of June 30, 2026 and the liquidity provided from the proceeds of the issuance of securities pursuant to the ATM Program and the February 2026 Securities Purchase Agreement, and the issuance of the Convertible Notes (defined in Note 10 - Debt), will be sufficient to fund its operating and capital requirements and execute its business plan through at least the twelve-month period from the date the unaudited condensed consolidated financial statements are issued.
Cash Flows
The following table summarizes our cash flows for the periods presented:
Six Months Ended June 30,
(in thousands) 2026 2025
Net cash provided by (used in) operating activities $ (111,878) $ 156
Net cash used in investing activities $ (481,003) $ (14,176)
Net cash provided by financing activities $ 386,564 $ 151,314
Cash Flows for the six months ended June 30, 2026 and 2025
Operating Activities
During the six months ended June 30, 2026, our operating activities used $111.9 million of net cash as compared to $0.2 million of net cash provided during the six months ended June 30, 2025. Changes in operating assets and liabilities, which consist primarily of working capital balances for our projects may vary and are impacted by the stage of completion and contractual terms of projects. The primary components of our working capital accounts are trade accounts receivable, contract assets, accounts payable, and contract liabilities. In addition, the changes in operating activities were impacted by the recent acquisition of Lanteris in January 2026.
Investing Activities
During the six months ended June 30, 2026, investing activities used $481.0 million of net cash as compared to $14.2 million of net cash used during the six months ended June 30, 2025. The $466.8 million increase in investing activities was driven primarily by the business acquisition of Lanteris in January 2026 for approximately $447.1 million, net of cash received and $19.8 million capital expenditures associated primarily with the fabrication and development of commercial communications satellites and navigation network, and capital expenditures related to our expansion to a new leased facility at Houston Spaceport to support the growth of our operations.
Financing Activities
During the six months ended June 30, 2026, financing activities provided $386.6 million of net cash as compared to $151.3 million of net cash provided during the six months ended June 30, 2025.
During 2026, our financing activities primarily included $234.6 million and $167.5 million, respectively, in net proceeds from the issuance of securities under the ATM Program and the Securities Purchase Agreement, as further described in Note 12 in our condensed consolidated financial statements. These net proceeds were slightly offset by the settlement of the securitization facility for $13.6 million (as further described in Note 10), $1.2 million in net activity related to our share-based awards and $0.7 million in distributions to noncontrolling interests. During 2025, our financing activities primarily included $176.6 million in, proceeds from the exercise of warrants, slightly offset by $20.7 million for share repurchase, and $4.5 million in net activity related to our share-based awards.
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Contractual Obligations and Commitments
The following table presents our significant contractual obligations and commitments as of June 30, 2026 (in thousands):
Payments Due
Total Remainder of 2026 2027 2028 2029 2030 Thereafter
Operating lease obligations(1) $ 152,371 $ 17,475 $ 21,551 $ 20,157 $ 19,882 $ 6,263 $ 67,043
Finance lease obligations(1) 49 20 21 8 — — —
Purchase commitments(2) 50,080 24,886 25,194 — — — —
Total $ 202,500 $ 42,381 $ 46,766 $ 20,165 $ 19,882 $ 6,263 $ 67,043
(1) Represents the undiscounted payments for lease arrangements for certain facilities and equipment with various expiration dates through 2048.
(2) From time-to-time, we enter into long-term commitments with vendors to purchase launch services and for the development of certain components in conjunction with our obligations under revenue contracts with our customers. This represents our significant remaining purchase obligations under non-cancelable commitments.
Lunar Production and Operations Center Expansion
In July 2025, we executed an amendment to our ground lease agreement to expand our Lunar Production and Operations Center (“LPOC”) at the Houston Spaceport at Ellington Airport. The expansion calls for an additional investment of approximately $12.6 million by the Company for the construction of new production and testing facilities, plus support infrastructure, to scale our lunar lander assembly, Earth-reentry systems, Lunar Terrain Vehicle development, and NASA’s Near Space Network Services. The amendment expands the total leased project site by an additional tract of approximately 3.0 acres. The amendment extends the lease term from 20 years to 25 years (ending October 2048), with three optional renewal periods of 5 years each, and reduces the right-of-use assets and liabilities by approximately $7.1 million. The Company accounted for this amendment as a lease modification by remeasuring the right-of-use assets and liabilities as of the effective date. Should construction costs exceed the estimated expansion investment, the Company will consider and account for the excess as variable lease payments or, if the excess costs is significant, the Company will remeasure the lease liability and right-of-use asset. Furthermore, the amendment includes lease components that have not yet commenced. The Company expects to recognize additional lease liabilities of approximately $7.9 million as the expansion phases are completed in 2026.
Palo Alto Campus - Lease Amendment
In July 2026, the Company executed an amendment to the lease agreement for its Palo Alto, California facility that supports spacecraft design, systems engineering, and program management. The amendment extended the lease term by 17 years through July 2043 with an option to extend for an additional 10 years through July 2053, resulting in estimated remeasured right-of-use asset and lease liability of $109.1 million. Under the prior lease terms, the facility lease would have expired in at the end of 2033 if the Company executed an option. The amendment provides long-term facility certainty and supports strategic objectives of avoiding relocation costs, maintaining production stability, and retaining access to engineering and technical talent available in the Silicon Valley area. Base rent under the amended lease continues at previously contracted rates through 2029 with annual escalations of approximately 3% thereafter.
Tax Receivable Agreement
See Note 11 of the condensed consolidated financial statements for information regarding our tax receivable agreement.
Debt
For disclosures regarding the Convertible Notes and Stifel Loan Agreement, refer to Note 10 - Debt in the condensed consolidated financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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Critical Accounting Policies and Estimates
We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. Significant accounting policies employed by us, including the use of estimates, are presented in Note 2 - Summary of Significant Accounting Policies to our condensed consolidated financial statements included elsewhere in this Quarterly Report and our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 contained in our Annual Report on Form 10-K, filed with the SEC on March 19, 2026.
The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgements that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
Revenue Recognition
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. Our revenue is primarily generated from long-term construction contracts and the progress on long-term lunar mission contracts and engineering services for the research, design, development, and manufacturing of advancement technology aerospace system.
Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when and as our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of services to the customer. For each long-term contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of goods and/or services, based on the relative standalone selling prices.
For most of our business, where performance obligations are satisfied due to the continuous transfer of control to the customer, revenue is recognized over time. Where the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability, those contracts are accounted for as single performance obligations. We recognize revenue generally using the cost-to-cost method, based primarily on contract costs incurred to date compared to total estimated contract costs at completion. This method is deemed appropriate in measuring performance towards completion because it directly measures the value of the goods and services transferred to the customer. For services contracts, cost estimates at completion generally include direct labor, direct materials and subcontract costs. For satellite construction contracts (products), cost estimates at completion also include certain overhead allocations which may include facilities, information technology, insurance and various other costs. Billing timetables and payment terms on our contracts vary based on a few factors, including the contract type. Typical payment terms under fixed-price contracts provide that the customer pays either performance-based payment based on the achievement of contract milestones or progress payments based on a percentage of costs we incur.
Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion (the process described below in more detail) is complex and subject to many variables and requires significant judgment. The consideration to which we are entitled on our long-term contracts may include both fixed and variable amounts. Variable amounts can either increase or decrease the transaction price.
We include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the contract price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We reassess the amount of variable consideration each accounting period until the uncertainty associated with the variable consideration is resolved. Changes in the assessed amount of variable consideration are accounted for prospectively as a cumulative adjustment to revenue recognized in the current period.
When changes are required for the estimated total revenue on a contract, these changes are recognized on a cumulative catch-up basis in the current period. A significant change in one or more estimates could affect the profitability of one or more of our performance obligations. If estimates of total costs to be incurred exceed estimates of total consideration the Company expects to receive, a provision for the remaining loss on the contract is recorded in the period in which the loss becomes evident.
Satellite construction contracts may include performance incentives whereby payment for a portion of the purchase price is contingent upon in-orbit performance of the satellite. These performance incentives are structured in two forms. As a
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warranty payback, the customer pays the entire amount of the performance incentive during the period of the satellite construction and such incentives are subject to refund if satellite performance does not achieve certain predefined operating specifications. As an orbital receivable, the customer makes payment of performance incentives over the estimated in-orbit life of the satellite. Performance incentives, whether warranty payback or orbital receivables, are included in revenue during the construction period to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Amounts attributable to the financing element of post-launch payments are recorded as revenue over the incentive period. A portion of performance incentives may be allocated to services in the post-launch period if a separate performance obligation for such services has been determined to exist within the contract. In addition to the in-orbit performance incentives, satellite construction contracts may include liquidated damages clauses. Liquidated damages can be incurred on
programs as a result of delays due to slippage or for programs which fail to meet all milestone requirements as outlined within the contractual arrangements with customers. Losses related to liquidated damages result in a reduction of revenue recognized and are recorded in the period in which, based on available facts and circumstances, management believes it is probable that liquidated damages will be incurred and enforced.
Business Combination
The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. The allocation of the purchase price in a business combination requires management to make significant estimates in determining the fair value of acquired assets and assumed liabilities, especially with respect to intangible assets. The excess of the purchase price in a business combination over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when fair value is not readily available and requires management judgment.
When determining the fair value of the assets and liabilities of an acquired business, we make judgments and estimates using all available information to us including, but not limited to, quoted market prices, carrying values, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, future changes in technology and brand awareness, loyalty and position and discount rates. We engage third-party appraisal firms when appropriate to assist in the fair value determination of intangible assets. The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. Our purchase price allocation related to the acquisition of Lanteris and KinetX is discussed in Note 3 - Acquisitions in the accompanying condensed consolidated financial statements.
Goodwill and Intangible Assets
We evaluate our goodwill and intangible assets for impairment annually in the fourth quarter and in any interim period in which events or circumstances arise that indicate possible impairment. Indicators of impairment include, but are not limited to, a significant deterioration in overall economic conditions, a decline in our market capitalization, the loss of significant business, significant decreases in funding for our contracts, or other significant adverse changes in industry or market conditions.
We test goodwill for impairment at the reporting unit level based on our reporting structure. We currently have one reporting unit which encompasses all operations including new acquisitions. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization, and other relevant qualitative factors. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.
In connection with the recent acquisitions of KinetX in October 2025 and Lanteris in January 2026, the Company initially recognized goodwill and intangible assets in our condensed consolidated financial statements. The Company evaluated these goodwill and intangible assets for impairment as of June 30, 2026 and did not recognize any impairment changes, and will continue to evaluate them annually and during interim periods in which events or circumstances arise that indicate possible impairment. See Note 3 - Acquisitions and Note 8 - Goodwill and Intangible Assets, net for more information on our goodwill and intangible assets recognized in connection with the acquisitions of KinetX and Lanteris.
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Emerging Growth Company
We are an “emerging growth company” (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.