Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | INTUITIVE MACHINES, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001844452 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 40,652 | $ 25,764 | $ 29,289 |
Restricted cash | 62 | 62 | 62 |
Trade accounts receivable, net of allowance for expected credit losses | 2,453 | 1,302 | 3,390 |
Contract assets | 2,005 | 6,979 | 1,844 |
Prepaid and other current assets | 3,716 | 6,885 | 1,186 |
Total current assets | 48,888 | 40,992 | 35,771 |
Property and equipment, net | 17,503 | 21,176 | 5,849 |
Operating lease right-of-use assets | 36,575 | 4,829 | 1,829 |
Deferred income taxes | 7 | 7 | |
Total assets | 102,973 | 67,004 | 43,449 |
Current liabilities | |||
Accounts payable | 9,675 | 6,081 | 2,658 |
Accounts payable – affiliated companies | 1,060 | 442 | 218 |
Current maturities of long-term debt | 19,982 | 16,098 | 12,108 |
Contract liabilities, current | 49,679 | 56,656 | 49,629 |
Operating lease liabilities, current | 6,249 | 725 | 514 |
Other current liabilities | 14,262 | 15,178 | 3,292 |
Total current liabilities | 100,907 | 95,180 | 68,419 |
Long-term debt, net of current maturities | 3,863 | ||
Contract liabilities, non-current | 566 | 2,188 | 10,530 |
Operating lease liabilities, non-current | 25,782 | 5,078 | 2,371 |
Simple Agreements for Future Equity (“SAFE Agreements”) | 18,314 | 13,973 | |
Earn-out liabilities | 19,218 | ||
Warrant liabilities | 16,471 | ||
Other long-term liabilities | 4 | ||
Total liabilities | 162,948 | 124,623 | 95,293 |
Commitments and contingencies (Note 14) | |||
MEZZANINE EQUITY | |||
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 26,000 shares issued and outstanding at September 30, 2023 | 27,506 | ||
Redeemable noncontrolling interests | 258,733 | ||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Common units | 1 | 1 | |
Treasury stock, at cost, 1,250,000 shares at September 30, 2023 | (12,825) | ||
Paid-in capital | 14,967 | 14,337 | |
Accumulated deficit | (333,398) | (72,587) | (66,182) |
Total shareholders’ deficit | (346,214) | (57,619) | (51,844) |
Total liabilities, mezzanine equity and shareholders’ deficit | 102,973 | 67,004 | $ 43,449 |
Class A Common Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Common stock | 2 | ||
Class B Common Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Common stock | |||
Class C Common Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Common stock | $ 7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 |
Net of allowance for expected credit losses (in Dollars) | $ 836 | $ 0 | $ 0 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, shares issued | 122,505,500 | 122,500,000 | |
Common stock, shares outstanding | 122,505,500 | 122,500,000 | |
Treasury stock | 1,250,000 | ||
Common units, authorized | Unlimited | Unlimited | |
Series A Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock, shares authorized | 25,000,000 | ||
Preferred stock, shares issued | 26,000 | ||
Preferred stock, shares outstanding | 26,000 | ||
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | ||
Common stock, shares issued | 22,237,988 | ||
Common stock, shares outstanding | 20,987,988 | ||
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | ||
Common stock, shares issued | 0 | ||
Common stock, shares outstanding | 0 | ||
Class C Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | ||
Common stock, shares issued | 70,909,012 | ||
Common stock, shares outstanding | 70,909,012 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Income Statement [Abstract] | ||||||||
Revenue | $ 12,731 | $ 10,271 | $ 48,960 | $ 47,959 | $ 85,946 | $ 72,550 | ||
Operating expenses: | ||||||||
Cost of revenue (excluding depreciation) | 25,768 | 17,285 | 71,375 | 54,688 | 75,513 | 100,307 | ||
Depreciation | 329 | 276 | 944 | 783 | 1,072 | 840 | ||
General and administrative expense (excluding depreciation) | 9,853 | 4,507 | 27,006 | 11,004 | 14,868 | 9,291 | ||
Total operating expenses | 35,950 | 22,068 | 99,325 | 66,475 | 91,453 | 110,438 | ||
Operating loss | (23,219) | (11,797) | (50,365) | (18,516) | (5,507) | (37,888) | ||
Other income (expense), net: | ||||||||
Interest expense, net | (228) | (270) | (781) | (523) | (836) | (224) | ||
Gain on extinguishment of debt | 1,806 | |||||||
Change in fair value of earn-out liabilities | 36,036 | 61,066 | ||||||
Change in fair value of warrant liabilities | 10,259 | 10,259 | ||||||
Change in fair value of SAFE Agreements | (255) | (2,353) | 181 | (91) | 527 | |||
Loss on issuance of securities | (6,729) | (6,729) | ||||||
Other income (expense), net | (418) | 10 | (379) | 5 | 6 | 133 | ||
Total other income, net | 38,920 | (515) | 61,083 | (337) | (921) | 2,242 | ||
Income (loss) before income taxes | 15,701 | (12,312) | 10,718 | (18,853) | (6,428) | (35,646) | ||
Income tax benefit (expense) | (605) | 380 | (292) | 25 | 23 | (2) | ||
Net income (loss) | 15,096 | (11,932) | 10,426 | (18,828) | $ (6,405) | $ (35,648) | ||
Net loss attributable to Intuitive Machines, LLC prior to the Business Combination | (11,932) | (5,751) | (18,828) | |||||
Net income for the period February 13, 2023 through June 30, 2023 | 15,096 | 16,177 | ||||||
Net loss attributable to redeemable noncontrolling interest | (18,555) | (37,635) | ||||||
Net income attributable to the Company | 33,651 | 53,812 | ||||||
Less: Cumulative preferred dividends | (674) | (1,657) | ||||||
Net income attributable to Class A common shareholders | $ 32,977 | $ 52,155 | ||||||
Net income per share(1) | ||||||||
Net income per share of Class A common stock – basic (in Dollars per share) | $ 1.89 | [1] | $ 3.2 | [1] | $ (0.05) | $ (0.29) | ||
Net income per share of Class A common stock – diluted (in Dollars per share) | $ 1.29 | [1] | $ 2.16 | [1] | $ (0.05) | $ (0.29) | ||
Weighted-average common shares outstanding | ||||||||
Weighted average shares outstanding – basic (in Shares) | 17,411,217 | 16,294,029 | 122,501,241 | 122,500,000 | ||||
Weighted average shares outstanding – diluted (in Shares) | 26,126,245 | 24,964,408 | 122,501,241 | 122,500,000 | ||||
[1]As a result of the Business Combination (as defined herein), the capital structure has changed and income per share information is only presented after the Closing Date (as defined herein) of the Business Combination, for the period from February 13, 2023 through September 30, 2023. See Note 3 — Business Combination and Related Transactions and Note 13 — Net Income per Share for additional information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Series A Preferred Stock | Class A Common Stock | Class B Common Stock | Class C Common Stock | Redeemable Noncontrolling Interest | Members Units | Treasury Stock | Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2020 | $ 1,351 | $ 1 | $ 14,168 | $ (30,534) | $ (15,014) | |||||
Beginning balance (in Shares) at Dec. 31, 2020 | 122,500,000 | |||||||||
Share-based compensation expense | 318 | 318 | ||||||||
Investment in Intuitive Aviation | (1,351) | (149) | (1,500) | |||||||
Net loss attributable to redeemable noncontrolling interests | (35,648) | (35,648) | ||||||||
Ending balance at Dec. 31, 2021 | $ 1 | 14,337 | (66,182) | (51,844) | ||||||
Ending balance (in Shares) at Dec. 31, 2021 | 122,500,000 | |||||||||
Share-based compensation expense | 385 | 385 | ||||||||
Share-based compensation expense (in Shares) | 500 | |||||||||
Net loss attributable to redeemable noncontrolling interests | (18,828) | (18,828) | ||||||||
Ending balance at Sep. 30, 2022 | $ 1 | 14,722 | (85,010) | (70,287) | ||||||
Ending balance (in Shares) at Sep. 30, 2022 | 122,500,500 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 1 | 14,337 | (66,182) | (51,844) | ||||||
Beginning balance (in Shares) at Dec. 31, 2021 | 122,500,000 | |||||||||
Share-based compensation expense | 624 | 624 | ||||||||
Issuance of units | 6 | 6 | ||||||||
Issuance of units (in Shares) | 5,500 | |||||||||
Net loss attributable to redeemable noncontrolling interests | (6,405) | (6,405) | ||||||||
Ending balance at Dec. 31, 2022 | $ 1 | 14,967 | (72,587) | (57,619) | ||||||
Ending balance (in Shares) at Dec. 31, 2022 | 122,505,500 | |||||||||
Beginning balance at Jun. 30, 2022 | $ 1 | 14,577 | (73,078) | (58,500) | ||||||
Beginning balance (in Shares) at Jun. 30, 2022 | 122,500,000 | |||||||||
Share-based compensation expense | 145 | 145 | ||||||||
Share-based compensation expense (in Shares) | 500 | |||||||||
Net loss attributable to redeemable noncontrolling interests | (11,932) | (11,932) | ||||||||
Ending balance at Sep. 30, 2022 | $ 1 | 14,722 | (85,010) | (70,287) | ||||||
Ending balance (in Shares) at Sep. 30, 2022 | 122,500,500 | |||||||||
Beginning balance at Dec. 31, 2022 | $ 1 | 14,967 | $ (72,587) | (57,619) | ||||||
Beginning balance (in Shares) at Dec. 31, 2022 | 122,505,500 | |||||||||
Issuance of series A preferred stock | $ 25,827 | |||||||||
Issuance of series A preferred stock (in Shares) | 26,000 | |||||||||
Cumulative preferred dividends | $ 1,657 | |||||||||
Share-based compensation expense | 2,647 | |||||||||
Member distributions | 3,168 | |||||||||
Member distributions (in Shares) | 64,328 | 268,824 | ||||||||
Cumulative preferred dividends | (1,657) | |||||||||
Accretion of preferred stock discount | 22 | (22) | ||||||||
Class A common stock issued related to Private Placement (Note 9) | ||||||||||
Class A common stock issued related to Private Placement (Note 9) (in Shares) | 4,705,883 | |||||||||
Class A common stock issued for stock options exercised | (314) | |||||||||
Class A common stock issued for stock options exercised (in Shares) | 155,722 | |||||||||
Class A common stock issued for Class B canceled | ||||||||||
Class A common stock issued for Class B canceled (in Shares) | 10,566 | (10,566) | ||||||||
Partner capital | 196 | |||||||||
Subsequent remeasurement of redeemable noncontrolling interests | (84,480) | |||||||||
Establishment of redeemable noncontrolling interests | (85,865) | |||||||||
Subsequent remeasurement of redeemable noncontrolling interests | 382,233 | |||||||||
Issuance of units | 22 | |||||||||
Issuance of units (in Shares) | 21,500 | |||||||||
Share-based compensation expense | 101 | |||||||||
Net loss attributable to redeemable noncontrolling interests | (37,635) | 10,426 | ||||||||
Effects of Business Combination | ||||||||||
Recapitalization | $ 2 | $ 6 | $ (1) | 47,438 | ||||||
Recapitalization (in Shares) | 13,736,932 | 10,566 | 68,140,188 | (122,527,000) | ||||||
Conversion of SAFE Agreements | 20,667 | |||||||||
Conversion of SAFE Agreements (in Shares) | 2,066,666 | |||||||||
Issuance of warrants to preferred shareholders | 173 | |||||||||
Transaction costs | (24,445) | |||||||||
Establishment of the earn-out liabilities | (99,659) | |||||||||
Establishment of noncontrolling interests | 85,865 | |||||||||
Activities subsequent to the Business Combination | ||||||||||
Repurchase of common stock | (12,825) | |||||||||
Class A common stock issued for warrants exercised | 16,124 | |||||||||
Class A common stock issued for warrants exercised (in Shares) | 1,402,106 | |||||||||
Recapitalization adjustment (Note 3) | (1,000) | |||||||||
Issuance of Class A Common Stock related to CEF (Notes 3) | 834 | |||||||||
Issuance of Class A Common Stock related to CEF (Notes 3) (in Shares) | 95,785 | |||||||||
Issuance of Class C common stock related to earn-out awards (Note 3) | $ 1 | 19,375 | ||||||||
Issuance of Class C common stock related to earn-out awards (Note 3) (in Shares) | 2,500,000 | |||||||||
Other | ||||||||||
Ending balance at Sep. 30, 2023 | $ 27,506 | $ 2 | $ 7 | 258,733 | (12,825) | |||||
Ending balance (in Shares) at Sep. 30, 2023 | 26,000 | 22,237,988 | 70,909,012 | |||||||
Beginning balance at Jun. 30, 2023 | $ 26,823 | $ 2 | $ 7 | 578,630 | (12,825) | |||||
Beginning balance (in Shares) at Jun. 30, 2023 | 26,000 | 17,301,489 | 10,566 | 70,640,188 | ||||||
Issuance of series A preferred stock | ||||||||||
Cumulative preferred dividends | 674 | |||||||||
Share-based compensation expense | 1,556 | |||||||||
Member distributions | 3,168 | |||||||||
Member distributions (in Shares) | 64,328 | 268,824 | ||||||||
Cumulative preferred dividends | (674) | |||||||||
Accretion of preferred stock discount | 9 | (9) | ||||||||
Class A common stock issued related to Private Placement (Note 9) | ||||||||||
Class A common stock issued related to Private Placement (Note 9) (in Shares) | 4,705,883 | |||||||||
Class A common stock issued for stock options exercised | (314) | |||||||||
Class A common stock issued for stock options exercised (in Shares) | 155,722 | |||||||||
Class A common stock issued for Class B canceled | ||||||||||
Class A common stock issued for Class B canceled (in Shares) | 10,566 | (10,566) | ||||||||
Partner capital | 196 | |||||||||
Subsequent remeasurement of redeemable noncontrolling interests | (3,923) | |||||||||
Establishment of redeemable noncontrolling interests | ||||||||||
Subsequent remeasurement of redeemable noncontrolling interests | (301,342) | |||||||||
Net loss attributable to redeemable noncontrolling interests | (18,555) | $ 15,096 | ||||||||
Ending balance at Sep. 30, 2023 | $ 27,506 | $ 2 | $ 7 | $ 258,733 | $ (12,825) | |||||
Ending balance (in Shares) at Sep. 30, 2023 | 26,000 | 22,237,988 | 70,909,012 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 10,426 | $ (18,828) | $ (6,405) | $ (35,648) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation | 944 | 783 | 1,072 | 840 |
Recoveries of bad debt expense | (836) | |||
Loss on disposal of property and equipment | 6 | 6 | ||
Gain on extinguishment of debt | (1,806) | |||
Share-based compensation expense | 2,748 | 385 | 624 | 318 |
Change in fair value of SAFE Agreements | 2,353 | (181) | 91 | (527) |
Deferred income taxes | (7) | |||
Change in fair value of earn-out liabilities | (61,066) | |||
Change in fair value of warrant liabilities | (10,259) | |||
Loss on issuance of securities | 6,729 | |||
Other | 25 | 6 | 13 | |
Changes in operating assets and liabilities: | ||||
Trade accounts receivable, net | (314) | (10,320) | 2,088 | (2,687) |
Accounts receivable – affiliated companies | 114 | |||
Contract assets | 4,974 | (12,655) | (5,135) | 5,309 |
Prepaid expenses | (1,471) | (3,347) | (5,699) | (738) |
Other assets, net | 539 | (103) | (2,999) | 293 |
Accounts payable | 6,995 | 3,945 | 3,423 | (9,240) |
Accounts payable – affiliated companies | 618 | 1,726 | 225 | 157 |
Contract liabilities – current and long-term | (8,598) | 8,034 | (1,316) | 25,416 |
Other liabilities | 23,260 | 2,191 | 14,803 | 1,631 |
Net cash used in operating activities | (22,933) | (28,358) | 784 | (16,568) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (27,668) | (12,150) | (16,405) | (3,176) |
Net cash used in investing activities | (27,668) | (12,150) | (16,405) | (3,176) |
Cash flows from financing activities: | ||||
Proceeds from Business Combination | 8,055 | |||
Proceeds from issuance of Series A Preferred Stock | 26,000 | |||
Transaction costs | (9,371) | |||
Proceeds from borrowings | 16,029 | 7,948 | 12,170 | |
Repayment of loans | (108) | (108) | (63) | |
Proceeds from issuance of securities | 20,000 | 6 | ||
Member distributions | (7,952) | |||
Net costs of stock option exercises | (293) | |||
Forward purchase agreement termination | 12,730 | |||
Warrants exercised | 16,124 | |||
Investment from non-controlling interests | 196 | |||
SAFE Agreements | 4,250 | 4,250 | 13,000 | |
Net cash provided by financing activities | 65,489 | 20,171 | 12,096 | 25,107 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 14,888 | (20,337) | (3,525) | 5,363 |
Cash, cash equivalents and restricted cash at beginning of the period | 25,826 | 29,351 | 29,351 | 23,988 |
Cash, cash equivalents and restricted cash at end of the period | 40,714 | 9,014 | 25,826 | 29,351 |
Less: restricted cash | 62 | 62 | 62 | 62 |
Cash and cash equivalents at end of the period | 40,652 | 8,952 | 25,764 | 29,289 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest, net | 1,423 | 606 | ||
Cash paid for taxes | 36 | 355 | ||
Accrued capital expenditures | 579 | 1,441 | $ 38 | |
Noncash financing activities: | ||||
Transaction costs | 15,074 | |||
SAFE Agreements | 20,667 | |||
Class A Common Stock related to CEF (Note 3) | 834 | |||
Preferred dividends | $ (1,657) |
Business Description
Business Description | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Description [Abstract] | ||
BUSINESS DESCRIPTION | NOTE 1 — BUSINESS DESCRIPTION Intuitive Machines, Inc. (formerly known as Inflection Point Acquisition Corp. or “IPAX”), collectively with its subsidiaries (the “Company,” “IM,” “Intuitive Machines,” “we,” “us” or “our”) designs, manufactures and operates space products and services. Intuitive Machines’ near -term Intuitive Machines, Inc. was a blank check company originally incorporated on January 27, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On September 24, 2021, IPAX consummated an initial public offering, after which its securities began trading on the Nasdaq Stock Market LLC (“Nasdaq”). IPAX Business Combination On September 16, 2022, IPAX entered into a certain Business Combination Agreement (the “Business Combination Agreement”) by and between IPAX and Intuitive Machines, LLC, a Delaware limited liability company (formerly, a Texas limited liability company). On February 10, 2023, as contemplated by the Business Combination Agreement and described in the section titled “The Business Combination Proposal” of the final prospectus and definitive proxy statement of IPAX, dated January 24, 2023 and filed with the SEC on January 24, 2023, IPAX filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which IPAX was domesticated and continues as a Delaware corporation, changing its name to “Intuitive Machines, Inc.” On February 13, 2023 (the “Closing Date”), Intuitive Machines, Inc. and Intuitive Machines, LLC consummated the previously announced business combination (the “Business Combination”) and related transactions (the “Transactions”) contemplated by the Business Combination Agreement. As a result of the Transactions, all of the issued and outstanding common units of Intuitive Machines, LLC were converted into common stock of Intuitive Machines, Inc. using an exchange ratio of 0.5562 -based -based In connection with the Transactions, the Company was reorganized into an Up -C -merger the voting In connection with the Business Combination, approximately $34.1 million of cash held in trust, net of redemptions by IPAX’s public shareholders, became available for use by the Company as well as proceeds received from the contemporaneous sale of preferred stock in connection with the closing of a PIPE investment. In addition, the Company entered into a common stock purchase agreement, dated September 16, 2022 (the “Cantor Purchase Agreement”) relating to an equity facility under which shares of newly issued Intuitive Machines Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) may be sold to CF Principal Investments LLC (“CFPI”), at the Company’s discretion, up to the lesser of (i.) $50.0 million and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set for in the Cantor Purchase Agreement. Beginning on February 14, 2023, the Company’s Class A Common Stock and warrants to purchase the Class A Common Stock at an exercise price of $11.50 per share (the “Public Warrants”) began trading on Nasdaq under the symbols “LUNR” and “LUNRW,” respectively. See Note 3 — Business Combination and Related Transactions for additional information. | NOTE 1 — BUSINESS DESCRIPTION Intuitive Machines, LLC (the “Company”, “IM”, “Intuitive Machines”, “we” or “our”) designs, manufactures and operates space products and services. Intuitive Machines’ near -term |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements and related notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim reporting and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. Our condensed consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”) a majority -owned The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements of Intuitive Machines, LLC as of and for the years ended December 31, 2022 and 2021 contained in our Form 8 -K Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs 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 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 Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment, and various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future reporting periods. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision -maker Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $250,000 per account. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis. Major customers are defined as those individually comprising more than 10% of the Company’s total revenue. There was one major customer that accounted for 52% and 65%, respectively, of the Company’s total revenue for the three and nine months ended September 30, 2023, and accounted for 99% and 81%, respectively, of the Company’s total revenue for the three and nine months ended September 30, 2022. The largest customer’s accounts receivable balance was nil Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the three and nine months ended September 30, 2023 the Company had one major supplier representing 4% and 23%, respectively, of goods and services purchased. This major supplier also accounted for 87% and 85% of goods and services purchased for the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the one major supplier represented 16% and 21%, respectively, of the accounts payable balance. Liquidity and Capital Resources The unaudited condensed consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022, and related notes were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. As of September 30, 2023, the Company had cash and cash equivalents of $40.7 million and a working capital deficit of $52.0 million. The Company has historically funded its operations through internally generated cash on hand, proceeds from sales of its capital stock including the execution of SAFE Agreements, and proceeds from the issuance of bank debt. As further described in Note 1 — Business Description, on February 13, 2023, the Company received approximately $34.1 million of gross proceeds to fund operations as a result of the Business Combination with IPAX. Additionally, in connection with the Business Combination, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement. Subsequent to the closing of the Business Combination, the Company received $12.7 million in cash associated with the termination of a forward purchase agreement and $16.1 million in cash proceeds associated with warrant exercises. On September 5, 2023, the Company consummated a securities purchase agreement pursuant to which the Company agreed to sell securities in a private placement which included the issuance by the Company of an aggregate of 4,705,883 shares of the Company’s Class A Common Stock for aggregate gross proceeds of approximately $20.0 million. See Note 9 — Mezzanine Equity and Equity for additional information on this securities purchase agreement. Management believes that the cash and cash equivalents as of September 30, 2023 and the additional liquidity provided by the equity facility discussed above will be sufficient to fund the short -term -month Cash and Cash Equivalents The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account. Transaction Costs Business Combination Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 3. These costs were initially capitalized as incurred and recorded as prepaid expenses in our condensed consolidated balance sheets and totaled $5.3 million as of December 31, 2022. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were netted against the proceeds from the merger and recorded as an offset in additional paid -in Securities Purchase Agreement Transaction costs related to the consummation of the securities purchase agreement described further in Note 9, includes direct legal, broker, accounting and other fees. Transaction costs totaled approximately $1.4 million during the three and nine months ended September 30, 2023 charged to general and administrative expenses in our statement of operations. Accounts Receivable and Allowance for Credit Losses Accounts receivable is recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected. Prepayments and Other Current Assets Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments. Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction -in-process Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying condensed consolidated statements of operations. Long-Lived Assets Long -lived -lived -lived -lived -lived Earn-Out Liabilities Unvested earn out units of Intuitive Machines, LLC (“Earn Out Units”) are classified as liability transactions at initial issuance which were offset against paid -in -out -out Warrants The Company accounts for warrants as either equity -classified -classified -Scholes-Merton Operating Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right -of-use -line -lease -of-use Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long -term -term We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: • • -derived • Redeemable Noncontrolling Interests Noncontrolling interests represent the portion of Intuitive Machines, LLC that Intuitive Machines, Inc. controls and consolidates but does not own. The noncontrolling interests was created as a result of the Business Combination and represents 68,150,754 common units issued by Intuitive Machines, LLC to the prior investors. As of the Close of the Business Combination, Intuitive Machines, Inc. held an 18.8% interest in Intuitive Machines, LLC, with the remaining 81.2% interest held by Intuitive Machines, LLC’s prior investors. As of September 30, 2023, Intuitive Machines, Inc. held an 22.8% interest in Intuitive Machines, LLC with the remaining 77.2% interest held by the prior investors. The prior investors’ interests in Intuitive Machines, LLC represents a redeemable noncontrolling interest. At its discretion, the members have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Intuitive Machines Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) or Class C Common Stock in Intuitive Machines) for either shares of Class A Common Stock on a one -to-one As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within the Company’s control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at the Intuitive Machines, LLC prior investors’ share in the net assets of the Company upon consummation of the Business Combination. Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid -in General and Administrative Expense General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits. Revenue Recognition Most of our revenue are from long -term -term 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. Contract Combination To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. Contract Types The Company performs work under contracts that broadly consist of fixed -price 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 -price -based For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed -upon Contract Costs Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer -furnished -to-cost -term -launch -party -launch Variable Consideration It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us. Contract Estimates and Modifications 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 is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract -related -to-cost We typically recognize changes in contract estimates on a cumulative catch -up Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up -alone Unbilled Receivables and Deferred Revenue Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost -to-cost -term -to-cost -by-contract The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. Income Taxes Intuitive Machines 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. 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. We use the asset and liability method of accounting for income taxes for the Company. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. The Company follows the guidance of ASC Topic 740, Income Taxes. Tax Receivable Agreement In conjunction with the consummation of the Transactions, Intuitive Machines, Inc. entered into a Tax Receivable Agreement (the “TRA”) with Intuitive Machines, LLC and certain Intuitive Machines, LLC members (the “TRA Holders”). Pursuant to the TRA, Intuitive Machines, Inc. is required to pay the TRA Holders 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. realizes, or is deemed to realize, as a result of certain tax attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc., (C) certain tax benefits realized by Intuitive Machines, Inc. as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of Intuitive Machines, Inc., and not that of Intuitive Machines, LLC. As of September 30, 2023, there have been no exchanges of Intuitive Machines, LLC units for Class A Common Stock of Intuitive Machines, Inc. and, accordingly, no TRA liabilities currently exist. See Note 3 — Business Combination and Related Transactions for further description of the TRA. Earnings (Loss) Per Share (“EPS”) The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti -dilutive Prior to the Business Combination, the membership structure of Intuitive Machines, LLC included membership units. In conjunction with the closing of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of Intuitive Machines, LLC, and Intuitive Machines, Inc. implemented a revised class structure including Class A Common Stock having one vote per share and economic rights, Class B Common Stock having one vote per share and no economic rights, and Class C Common Stock having three votes per share and no economic rights. The Company has determined that the calculation of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Business Combination on February 13, 2023. Share-Based Compensation We recognize all share -based -based We estimate the fair value of share -based -Scholes -Scholes -based -line Other Current Liabilities As of September 30, 2023 and December 31, 2022, other current liabilities consisted of the following (in thousands): September 30, December 31, Financing obligation, current (see Note 6 – Leases) $ — $ 9,117 Payroll accruals 6,159 2,117 Income tax payable 265 — Professional fees accruals 971 3,677 Other accrued liabilities 6,867 267 Other current liabilities $ 14,262 $ 15,178 | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Our consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”), and IX, LLC, variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment and on various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Unit Split On May 25, 2021, in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision -maker Certain Significant Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis. Major customers are defined as those individually comprising more than 10% of revenue. For the years ended December 31, 2022 and 2021, there was one major customer that accounted for 83% and 83%, respectively, of the Company’s total revenue. The largest customer did not have any accounts receivable as of December 31, 2022, while two other customers accounted for 35% and 14% of the accounts receivable balance as of December 31, 2022. The largest customer did not have any accounts receivable as of December 31, 2021, while two other customers accounted for 40% and 30% of the accounts receivable balance as of December 31, 2021. Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the years ended December 31, 2022 and 2021, the Company had one major supplier representing 63% and 42% of goods and services purchased, respectively. As of December 31, 2022, the largest supplier represented 21% of the accounts payable balance. As of December 31, 2021, the largest supplier did not have any accounts payable, while two other suppliers accounted for 17% and 13% of the accounts payable balance. Liquidity and Capital Resources As of December As further described in Note Management believes that the cash available from the consummation of the business combination and related transactions will be sufficient to fund the short -term -month Cash and Cash Equivalents The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected. Prepayments and Other Current Assets Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments. Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction -in-process Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying consolidated statements of operations. Long-Lived Assets Long -lived -lived -lived -lived -lived Operating Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right -of-use -line -lease -of-use Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long -term -term We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: (1) (2) -derived (3) General and Administrative Expense General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits. Revenue Recognition Most of our revenues are from long -term -term Contract Combination To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. Contract Types The Company performs work under contracts that broadly consist of fixed -price 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 -price -based For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed -upon Contract Costs Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer -furnished -to-cost -term -launch -party -launch Variable Consideration It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us. Contract Estimates and Modifications 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 is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract -related -to-cost We typically recognize changes in contract estimates on a cumulative catch -up Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up -alone Unbilled Receivables and Deferred Revenue Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost -to-cost -term -to-cost -by-contract The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. Income Taxes Intuitive Machines Intuitive Machines has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Intuitive Machines, LLC. However, the Company is subject to Texas Margin Taxes. The Company recorded $23 thousand of income tax benefit and $2 thousand of income tax expense for the years ended December 31, 2022 and 2021, respectively, in the accompanying consolidated statements of operations. Intuitive Machines is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Intuitive Machines would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Intuitive Machines would pay an “imputed underpayment” including interest and penalties, if applicable. Intuitive Machines may instead elect to make a “push -out Intuitive Aviation Intuitive Aviation is a corporation for tax purposes and is subject to U.S. federal income taxes. Accordingly, provision for income taxes has been recorded for Intuitive Aviation, Inc. We use the asset and liability method of accounting for income taxes for Intuitive Aviation. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We have determined that there are not any tax positions outstanding that would fail to meet a “more likely than not” standard, and therefore there have not been any uncertain tax positions identified. Space Network Solutions Space Network Solutions has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Space Network Solutions, LLC. However, Space Network Solutions is subject to Texas Margin Taxes. The Company recorded $0 for the years ended December 31, 2022 and 2021, respectively, in income tax expense in the accompanying consolidated statements of operations. Space Network Solutions is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Space Network Solutions would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Space Network Solutions would pay an “imputed underpayment” including interest and penalties, if applicable. Space Network Solutions may instead elect to make a “push -out The Company follows the guidance of ASC Topic 740, Income Taxes. Unit-Based Compensation We recognize all unit -based -based We estimate the fair value of unit -based -Scholes -Scholes -based -line five Accounting Principles Recently Adopted In December 2019, the FASB issued ASU 2019 -12 -period -to-date -related -12 In October 2020, the FASB issued ASU 2020 -10 -10 |
Business Combination and Relate
Business Combination and Related Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Related Transactions [Abstract] | |
BUSINESS COMBINATION AND RELATED TRANSACTIONS | NOTE 3 — BUSINESS COMBINATION AND RELATED TRANSACTIONS On February 13, 2023 as contemplated by the Business Combination Agreement, Intuitive Machines, Inc. and Intuitive Machines, LLC consummated the Business Combination, whereby: (i) Intuitive Machines, LLC appointed Intuitive Machines, Inc. as its managing member; (ii) Intuitive Machines, Inc. issued to certain existing members of Intuitive Machines, LLC, 10,566 shares of Intuitive Machines Class B Common Stock having one vote per share and no economic rights, or 68,140,188 shares of Class C Common Stock having three votes per share and no economic rights, in each case, in exchange for payment from such Intuitive Machines, LLC members of a per -share Intuitive Machines, LLC Conversion and Recapitalization In connection with the Business Combination, Intuitive Machines, LLC changed its jurisdiction of organization from Texas to Delaware. Immediately prior to the closing of the Business Combination, Intuitive Machines, LLC effectuated the recapitalization whereby all outstanding equity securities of Intuitive Machines, LLC were converted into Common Units of Intuitive Machines, LLC (“Intuitive Machines, LLC Common Units”), options to purchase Intuitive Machines, LLC common units (“Intuitive Machines, LLC options”) and unvested Earn Out Units of Intuitive Machines, LLC. Consideration and Structure As a result of the Up -C The 10,000,000 Earn Out Units received by the applicable Intuitive Machines, LLC Members are subject to vesting and will be earned, released and delivered upon satisfaction of the following milestones (each, a “Triggering Event”): (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II -A -B -A -B -A -B five -A -B Upon the vesting of any Earn Out Units, each of the applicable Intuitive Machines, LLC Members will be issued (i) by Intuitive Machines, LLC an equal number of Intuitive Machines, LLC Common Units and (ii) by Intuitive Machines, an equal number of shares of Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to Intuitive Machines, Inc. of a per -share After the expiration of the applicable lock -up -for-one stock splits, stock dividends and reclassifications) or, at the election of Intuitive Machines, Inc. (determined by a majority of the directors of Intuitive Machines, Inc. who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale. The Series A Investment On September 16, 2022, concurrently with the execution of the Business Combination Agreement, Intuitive Machines, Inc. entered into the Series A Purchase Agreement with Kingstown 1740 Fund, LP (an existing security holder of Intuitive Machines, Inc. and an affiliate of IPAX’s sponsor, Inflection Point Holdings LLC (the “Sponsor”) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian, an Intuitive Machines, LLC founder) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, Intuitive Machines, Inc. agreed to issue and sell to the Series A Investors (i) an aggregate of 26,000 In conjunction with the closing of the Business Combination, the Company received proceeds of $26.0 million and issued 26,000 -10-S99 Tax Receivable Agreement Intuitive Machines, Inc. entered into the TRA with Intuitive Machines, LLC and the TRA Holders at closing of the Business Combination. Pursuant to the TRA, Intuitive Machines, Inc. will generally be required to pay the TRA Holders 85% of the amount of the cash tax savings, if any, in U.S. federal, state, and local taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. (and applicable • • • • Under the terms of the TRA, Intuitive Machines, Inc. will make payments to the TRA Holders in respect of 85% of the cash tax savings resulting from the net tax benefit of certain Tax Attributes. However, until a TRA Holder exchanges at least 5% of its Intuitive Machines, LLC Common Units, Intuitive Machines, Inc. will hold such payments applicable to existing basis until the TRA Holder satisfies such threshold exchange. As of September 30, 2023, no TRA Holder had exchanged at least 5% of its Intuitive Machines, LLC Common Units. Future exchanges will result in incremental tax attributes and potential cash tax savings for Intuitive Machines, Inc. Depending on Intuitive Machines’ assessment on realizability of such Tax Attributes, the arising TRA liability will be recorded through income. Equity Facility On September 16, 2022, the Company entered into the Cantor Purchase Agreement with CFPI relating to an equity facility under which shares of newly issued Class A Common Stock may be sold to CFPI by Intuitive Machines, Inc. Pursuant to the terms of the Cantor Purchase Agreement, Intuitive Machines, Inc. will have the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18 -month -in In June 2023, the Company issued 95,785 Commitment Shares to CFPI. Under the terms of the Cantor Purchase Agreement, to the extent after the resale of the Commitment Shares by CFPI is less than $1.0 million, the Company will pay CFPI the difference between $1.0 million and the net proceeds of the resale of the Commitment Shares received by CFPI in cash. As of September 30, 2023, none of the Commitment Shares have been sold by CFPI and the Company has recorded a liability of approximately $650 thousand, reflected in other current liabilities in our condensed consolidated balance sheets as of September 30, 2023, representing the difference between $1.0 million and the fair value of the Commitment Shares. As of September 30, 2023, no shares of Class A Common Stock have been sold to CFPI under the Cantor Purchase Agreement. Forward Purchase Agreements Prior to the closing of Business Combination, the Company entered into forward purchase agreements with two separate counterparties pursuant to which each counterparty agreed to purchase 1,250,000 On February 23, 2023, one of the counterparties exercised their right to optional early termination of the forward purchase agreement for 1,250,000 |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue [Abstract] | ||
REVENUE | NOTE 4 — REVENUE Disaggregated Revenue We disaggregate our revenue from contracts with customers by contract type. The following table provides information about disaggregated revenue for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Contract Type Fixed price $ 10,259 81 % $ 9,250 90 % $ 42,803 87 % $ 43,802 91 % Time and materials 2,472 19 % 1,021 10 % 6,157 13 % 4,157 9 % Total $ 12,731 100 % $ 10,271 100 % $ 48,960 100 % $ 47,959 100 % Contract Assets and Liabilities Contract assets primarily relate to deferred contract costs for subcontracted launch services, as well as work completed not yet billed for performance obligations that are satisfied over time. Deferred contract costs and unbilled receivables are recorded contract assets on our condensed consolidated balance sheets. Contract assets related to deferred contract costs are amortized straight -line -term -term -term The following table presents contract assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Contract Assets Deferred contract costs $ 549 $ 6,633 Unbilled receivables 1,456 346 Total $ 2,005 $ 6,979 Amortization expense associated with deferred contract costs for subcontracted launch services was recorded in cost of revenue and was $7.1 million and $25.1 million, respectively, for the three and nine months ended September 30, 2023 and $11.3 million and $33.2 million, respectively, for the three and nine months ended September 30, 2022. The following table presents contract liabilities as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Contract liabilities – current Deferred revenue $ 28,281 $ 39,831 Contract loss provision 12,617 10,120 Accrued launch costs 8,781 6,705 Total contract liabilities – current 49,679 56,656 Contract liabilities – long-term Contract loss provision 566 2,188 Total contract liabilities – long-term 566 2,188 Total contract liabilities $ 50,245 $ 58,844 Revenue recognized from amounts included in contract liabilities at the beginning of the period was $33.4 million and $24.6 million during the nine months ended September 30, 2023 and 2022, respectively. Loss Contracts Contract losses are a result of constraining variable consideration and estimated contract costs exceeding current contract price. The Company experiences favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract price. We recorded net losses related to contracts with customers of $15.6 million and $29.2 million, respectively, for the three and nine months ended September 30, 2023, and $4.5 million and $6.9 million, respectively, for the three and nine months ended September 30, 2022. As of September 30, 2023, the status of these loss contracts was as follows: • • -launch -current • 82% complete. This contract is anticipated to be 100% complete as of June • Remaining Performance Obligations Remaining performance obligations represent the remaining transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of September 30, 2023, the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $69.1 million. The Company expects to recognize revenue on approximately 25 -30 -70 For time and materials contracts, we have adopted the practical expedient that allows us to recognize revenue based on our right to invoice; therefore, we do not report unfulfilled performance obligations for time and materials agreements. | NOTE 3 — REVENUE Disaggregated Revenues We disaggregate our revenue from contracts with customers by contract type. The following tables provide information about disaggregated revenue for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Revenue by Contract Type Fixed price $ 80,801 94 % $ 68,487 94 % Time and materials 5,145 6 % 4,063 6 % Total $ 85,946 100 % $ 72,550 100 % Contract Assets and Liabilities Contract assets primarily relate to deferred contract costs for subcontracted launch services, as well as work completed not yet billed for performance obligations that are satisfied over time. Deferred contract costs and unbilled receivables are recorded contract assets on our consolidated balance sheets. Contract assets related to deferred contract costs are amortized straight -line -term -term -term The following table presents contract assets as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Contract Assets Deferred contract costs $ 6,633 $ 1,800 Unbilled receivables 347 44 Total $ 6,979 $ 1,844 For the years ended December 31, 2022 and 2021, amortization expense associated with deferred contract costs for subcontracted launch services is recorded in cost of services and was $43.3 million and $45.7 million, respectively. The following table presents contract liabilities as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Contract Liabilities Contract liabilities – current Deferred revenue $ 39,831 $ 31,644 Contract loss provision 10,120 12,001 Accrued launch costs 6,705 5,984 Total contract liabilities – current 56,656 49,629 Contract liabilities – long-term Contract loss provision 2,188 10,530 Total contract liabilities – long-term 2,188 10,530 Total contract liabilities $ 58,844 $ 60,159 Revenue recognized from amounts included in contract liabilities at the beginning of the period was $31.4 million and $30.5 million during the years ended December 31, 2022 and 2021, respectively. Loss Contracts Contract losses are a result of constraining variable consideration and estimated contract costs exceeding current contract price. The Company experiences favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract price. In the year ended December 31, 2022 and 2021, we recorded $(9.3) million and $31.5 million in cumulative (favorable) and unfavorable changes, respectively, related to contracts with customers. As of December 31, 2022, the status of these loss contracts were as follows: (1) (2) (3) • Remaining Performance Obligations Remaining performance obligations represent the remaining transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $101.4 million. The Company expects to recognize revenue on approximately 80 -85 -20 For time and materials contracts, we have adopted the practical expedient that allows us to recognize revenue based on our right to invoice; therefore, we do not report unfulfilled performance obligations for time and materials agreements. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | NOTE 5 — PROPERTY AND EQUIPMENT, NET As of September 30, 2023 and December 31, 2022, property and equipment, net consisted of the following (in thousands): September 30, December 31, Leasehold improvements $ 1,544 $ 1,544 Vehicles and trailers 129 129 Computers and software 2,210 1,673 Furniture and fixtures 835 794 Machinery and equipment 2,412 2,211 Construction in progress 14,234 17,747 Property and equipment, gross 21,364 24,098 Less: accumulated depreciation and amortization (3,861 ) (2,922 ) Property and equipment, net $ 17,503 $ 21,176 Total depreciation expense related to property and equipment for the three and nine months ended September 30, 2023 was $329 thousand and $944 thousand, respectively, and $276 thousand and $783 thousand for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company pledged property and equipment with net book value of approximately $16.7 million and $20.3 million, respectively, as security for its Credit Mobilization Facility (as defined below) with Live Oak Banking Company. As of September 30, 2023, construction in progress includes construction costs of $12.1 million associated with the fabrication of a commercial communications satellite. The Company capitalized interest in connection with construction in progress of $279 thousand and $658 thousand for the three and nine months ended September 30, 2023, respectively, and $62 thousand and $130 thousand for the three and nine months ended September 30, 2022, respectively. | NOTE 4 — PROPERTY AND EQUIPMENT, NET As of December 31, 2022, and 2021, property and equipment, net consisted of the following (in thousands): December 31, December 31, Leasehold improvements $ 1,544 $ 1,527 Vehicles and trailers 129 129 Computers and software 1,673 1,306 Furniture and fixtures 794 766 Machinery and equipment 2,211 1,962 Construction in progress 17,747 2,282 Property and equipment, gross 24,098 7,972 Less: accumulated depreciation and amortization (2,922 ) (2,123 ) Property and equipment, net $ 21,176 $ 5,849 Total depreciation related to property and equipment for the years ended December 31, 2022 and 2021 was $1.1 and $0.8 million, respectively. As of December 31, 2022 and 2021, the Company pledged property and equipment with net book value of approximately $20.3 million and $4.7 million, respectively, as security for its comprehensive credit facilities with Live Oak Bank. As of December 31, 2022, Construction in progress includes $10.3 million of construction costs for a lunar operations center as further described in Note 5 — Leases as well as $7.3 million of costs associated with the fabrication of a commercial communications satellite. The Company capitalized interest in connection with construction in progress of $247 thousand and $33 for the years ended December 31, 2022 and 2021, respectively. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
LEASES | NOTE 6 — LEASES The Company leases real estate for office space and for administrative, research, marketing and light manufacturing operations of the lessee’s aerospace related research and development business under operating leases. There are no finance leases. The Company has eight real estate leases with lease terms ranging from 3 months to 250 months, some of which contain options to extend and some of which contain options to terminate the lease without cause at the option of lessee. The Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which the Company accounts for as variable lease costs when incurred since the Company has elected to not separate lease and non -lease In September 2021, we signed a ground lease agreement for the development of a lunar operations center that will serve as a production and testing facility of lunar lander components and other aerospace related operations. The facility is near completion, and the lessor will reimburse up to $40.0 million for certain costs incurred by us for design, construction, and development. Management concluded that it was deemed the owner, for accounting purposes only, of the facility under build -to-suit four During the fourth quarter of 2022, construction was completed for the Small Engine Verification facility (the “SEV” facility) portion of the lunar operations center, and we took possession of the SEV facility. Upon commencement of the SEV facility portion of the lease, management determined that it qualified for sale and leaseback accounting, with the leaseback being classified as an operating lease. No gain or loss was recognized or deferred on the sale of the SEV facility, as the fair value upon completion was determined to be equal to the carrying value. As of September 30, 2023, the Company recorded right -of-use -of-use During the third quarter of 2023, the remaining construction for the lunar operations center was near completion and we took possession of the entire facility. Upon commencement of the lease, we determined that the lunar operations center qualified for sale and leaseback accounting, with the leaseback being classified as an operating lease. No gain or loss was recognized or deferred on the sale of the lunar operations center, as the fair value upon commencement was determined to be equal to the carrying value. As of the lease commencement date, we derecognized approximately $30.4 million of construction in progress and the corresponding financing obligation of $30.4 million associated with capitalized construction costs of the lunar operations center and related reimbursements received from the lessor. We recognized operating lease right -of-use The components of total lease expense are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 234 $ 184 $ 690 $ 456 Short-term lease cost — — 145 — Total lease cost $ 234 $ 184 $ 835 $ 456 The components of supplemental cash flow information related to operating leases are as follows (in thousands): Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 634 $ 574 Right-of-use assets obtained in exchange for new operating lease liabilities $ 32,285 $ — Weighted average remaining lease term – operating leases (months) 229 46 Weighted average discount rate – operating leases 6.1 % 5.9 % The operating lease ROU assets, current operating lease liabilities and non -current The table below includes the estimated future undiscounted cash flows for operating leases as of September 30, 2023 (in thousands): Year Ending December 31, Amount Remainder of 2023 $ 547 2024 1,993 2025 1,867 2026 1,829 2027 1,366 Thereafter 58,151 Total undiscounted lease payments $ 65,753 Less: imputed interest 32,598 Present value of lease liabilities $ 33,155 Plus: construction costs to be funded by the Company 4,494 Less: reimbursable construction costs from the lessor (5,618 ) Total operating lease liabilities $ 32,031 | NOTE 5 — LEASES The Company leases real estate for office space and for administrative, research, marketing and light manufacturing operations of the Lessee’s aerospace related research and development business under operating leases. There are no finance leases. The Company has six real estate leases with lease terms ranging from 16 months to 250 months, some of which contain options to extend and some of which contain options to terminate the lease without cause at the option of lessee. The Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which the Company accounts for as variable lease costs when incurred since the company has elected to not separate lease and non -lease In the year ended December 31, 2021, the Company signed a ground lease agreement for the development of a lunar operations center that will serve as a production and testing facility of lunar lander components and other aerospace related operations. The facility is currently under construction, and the lessor will reimburse up to $40 million for certain costs incurred by the Company for design, construction, and development. The Company concluded that it was deemed the owner, for accounting purposes only, of the facility under build -to-suit that the facility qualified for sale and leaseback accounting, with the leaseback being classified as an operating lease. The Company recorded right -of-use As of December 31, 2022, the Company had entered into an operating lease for additional office space that had not yet commenced. The lease commenced in January 2023 with a lease term of 8 months. The components of total lease expense are as follows (in thousands): Year Ended 2022 2021 Operating lease cost $ 721 $ 478 Total lease cost $ 721 $ 478 The components of supplemental cash flow information related to operating leases are as follows (in thousands): Year Ended 2022 2021 Cash paid (received) for amounts included in the measurement of lease liabilities: Cash flow from operating activities $ 832 $ 633 Weighted Average Lease Term (months) 155 59 Weighted average discount rate 5.7 % 6.0 % The Company recorded $10.3 million and zero in property and equipment related to reimbursable leasehold improvement costs incurred as of December 31, 2022 and 2021, respectively. The supplemental balance sheet information related to operating leases for the period is as follows (in thousands): December 31, December 31, Long-term right-of-use assets $ 4,829 $ 1,829 Current lease liabilities $ 725 $ 514 Long-term lease liabilities 5,078 2,371 Total operating lease liabilities $ 5,803 $ 2,885 The table below includes the estimated future undiscounted cash flows for operating leases as of December 31, 2022 (in thousands): Year Ending December 31, Amount 2023 $ 858 2024 916 2025 768 2026 706 2027 219 Thereafter 5,681 Total undiscounted lease payments $ 9,148 Less: imputed interest 3,345 Present value of lease liabilities $ 5,803 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
DEBT | NOTE 7 — DEBT The following table summarizes our outstanding debt (in thousands): September 30, December 31, Credit Mobilization Facility $ 20,000 $ 20,000 Less: deferred financing costs (18 ) (39 ) Less: current maturities (19,982 ) (16,098 ) Long-term debt, net of current maturities $ — $ 3,863 As of September 30, 2023 and December 31, 2022, the weighted -average -term Live Oak Credit Mobilization Facility On December 12, 2019, we entered into a loan agreement with Live Oak Banking Company (the “Credit Mobilization Facility”) which provided a $12.0 million Credit Mobilization Facility with a due date of December 12, 2022 and a $1.0 million line of credit with a due date of December 12, 2020. Both the Credit Mobilization Facility and line of credit bear interest (payable monthly) at a rate per annum equal to 6%. The Credit Mobilization Facility and line of credit are secured by substantially all of the assets of the Company. On December 8, 2020 the Company entered into a Loan Modification Agreement with Live Oak Banking Company (“Live Oak”) which amended the terms of the line of credit, including decreasing the maximum principal from $1.0 million to $400 thousand, extending the maturity date from December 12, 2020 to December 10, 2021, and changing the interest rate from 6.0% to a variable interest rate at the prime rate, as published in the Wall Street Journal newspaper, plus 2.0%. On April 30, 2021, we entered into a commitment with Live Oak Banking Company which provided a $12.0 million contract mobilization credit facility with a loan maturity of November 15, 2022, which superseded the existing contract mobilization credit facility. On December 10, 2021, the line of credit expired. The Company had no balance outstanding at that time and did not renew the line of credit. On July 14, 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2.0% and (b) 5.0%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $20.0 million outstanding under the credit mobilization facilities as of September 30, 2023 and December 31, 2022. During the third quarter of 2023, we considered options to modify the terms of the Second Amended and Restated Loan Agreement with Live Oak. We received confirmation from Live Oak to defer the $8.0 million principal payment due on August 15, 2023 under the $12.0 million mobilization credit facility pending the outcome of the loan modification. On October 31, 2023, management decided to no longer pursue loan modification and promptly paid the deferred $8.0 million principal payment. On November 3, 2023, we received a letter of good standing from Live Oak stating the Company was current on all payments due and was in full compliance with the terms and conditions of the $8.0 million and $12.0 million mobilization credit facilities under the Second Amended and Restated Loan Agreement. | NOTE 6 — DEBT The following table summarizes our outstanding debt (in thousands): December 31, December 31, Credit Mobilization Facility $ 20,000 $ 12,000 First Insurance Funding Loan — 108 Principal amount of long-term debt 20,000 12,108 Less: deferred financing costs (39 ) — Less: current maturities (16,098 ) (12,108 ) Long-term debt, net of current maturities 3,863 — As of December 31, 2022, the weighted -average -term -average -term Live Oak Credit Mobilization Credit Facility Line of Credit On December 12, 2019, we entered into a loan agreement with Live Oak Banking Company which provided a $12.0 million Credit Mobilization Facility with a due date of December 12, 2022 and a $1.0 million line of credit with a due date of December 12, 2020. Both the Credit Mobilization Facility and line of credit bear interest (payable monthly) at a rate per annum equal to 6.0%. The Credit Mobilization Facility and line of credit are secured by substantially all of the assets of the Company. On December 8, 2020 the Company entered into a Loan Modification Agreement with Live Oak Banking Company which amended the terms of the line of credit, including decreasing the maximum principal from $1.0 million to $400 thousand, extending the maturity date from December 12, 2020 to December 10, 2021, and changing the interest rate from 6.0% to a variable interest rate at the prime rate, as published in the Wall Street Journal newspaper, plus 2.0%. On April 30, 2021, we entered into a commitment with Live Oak Banking Company which provided a $12.0 million contract mobilization credit facility with a loan maturity of November 15, 2022, which superseded the existing contract mobilization credit facility. On December 10, 2021 the line of credit expired. The Company had no balance outstanding at that time and did not renew the line of credit. On July 14, 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2% and (b) 5%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $20 and $12 million outstanding under the credit mobilization facilities as of December 31, 2022 and 2021, respectively. Paycheck Protection Program On April 7, 2020, the Company received loan proceeds of $1.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP Loan, which was in the form of a promissory note (the “Note”), dated April 7, 2020, between Intuitive Machines and Live Oak Banking Company, as the lender, originally matured on April 7, 2022. Under the terms of the PPP, some or all of the PPP Loan amount may be forgiven if the PPP Loan proceeds are used for qualifying expenses as described in the CARES Act and the Note, such as payroll costs, benefits, rent, and utilities. The Company applied for forgiveness to the Small Business Association (“SBA”) on December 14, 2020. On April 4, 2021, the Company was notified that the PPP Loan was forgiven and recorded a $1.8 million gain on extinguishment of debt. First Insurance Funding Loans On August 24, 2021, we entered into a loan agreement with First Insurance Funding (“First FIF Loan”) which provided $0.1 million in credit to be used to purchase certain insurance policies with a due date of May 21, 2022. On December 3, 2021, we entered into a second loan agreement with First Insurance Funding (“Second FIF Loan”) which provided an additional $0.1 million in credit to be used to purchase certain insurance policies with a due date of May 21, 2022. Both the First FIF Loan and the Second FIF Loan, collectively the “FIF Loans”, bear interest (payable monthly) at a rate per annum equal to 5.9%. There was $— |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
INCOME TAXES | NOTE 8 — INCOME TAXES The Company 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 U.S. federal income tax on its taxable income. Instead, the Intuitive Machines, LLC unitholders, including the Company, 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. For the three and nine months ended September 30, 2023, we recognized a combined U.S. federal and state expense for income taxes of $605 thousand and $292 thousand, respectively. For the three and nine months ended September 30, 2022, we recognized a combined U.S. federal and state benefit for income taxes of $380 thousand and $25 thousand, respectively. 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, and 3.1% and 0.1% for the three and nine months ended September 30, 2022. For three and nine months ended September 30, 2023, our effective tax rate differed from the statutory rate of 21% primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income. For the three and nine months ended September 30, 2022, our effective tax rate differed from the statutory rate primarily due to Intuitive Machines, LLC’s status as a partnership for U.S. federal income tax purposes. The Company filed Form 3115, Application for Change in Accounting Method, with the Internal Revenue Service (“IRS”) to request permission to change from its impermissible method of accounting to a permissible method of accounting for the launch costs. The requested change is nonautomatic and as such requires advance consent from the IRS. As of September 30, 2022, the Company has not received affirmative written consent from the IRS. In conjunction with the consummation of the Transactions, Intuitive Machines, Inc. entered into the TRA with Intuitive Machines, LLC and the TRA Holders. Pursuant to the TRA, Intuitive Machines, Inc. is required to pay the TRA Holders 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. realizes, or is deemed to realize, as a result of certain Tax Attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc. (C) certain tax benefits realized by Intuitive Machines, Inc. as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of the Intuitive Machines, Inc. and not that of Intuitive Machines, LLC. As of September 30, 2023, there have been no exchanges of Intuitive Machines, LLC units for Class A Common Stock and, accordingly, no deferred tax assets subject to the TRA or TRA liabilities currently exist. | NOTE 7 — INCOME TAXES The Company is treated as a partnership for tax purposes and therefore not subject to U.S. federal income tax. The Company is subject to Texas Margins Tax. The Company also has a corporate subsidiary, Intuitive Aviation, Inc., that is subject to U.S. federal and state income taxes. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them. Research and development expenses must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S. Although Congress is considering legislation that would defer the amortization requirement to later years, it is not certain that the provision will be repealed or otherwise modified. The legislation did not have an impact on the tax provision currently because of the Company’s status as a non -taxable On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law. The IRA contains significant tax law changes, including a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income for applicable corporations, and a 1% excise tax on stock repurchases after December 31, 2022. The IRA also extends certain federal tax credits and creates new tax credits to promote sustainability initiatives. The IRA did not have a material impact on our consolidated financial statements. In July 2020, the U.S. Treasury Department released final and proposed regulations on IRC Section 163(j) which limits business interest expense deductions. These regulations apply to tax years beginning January 1, 2021. However, taxpayers may choose to apply these regulations to tax years beginning after December 31, 2017. The Company adopted the final regulations for the year ended December 31, 2021. This did not result in any material impact to the provision. The Company’s consolidated income tax provision consisted of the following components (in thousands): Year Ended 2022 2021 Current: Federal $ — $ — State (16 ) 2 $ (16 ) $ 2 Deferred: Federal — — State (7 ) — $ (7 ) — Total income tax provision $ (23 ) $ 2 The reconciliation of the income tax provision computed at the Company’s effective tax rate is as follows (in thousands except for rates): Years Ended December 31, 2022 2021 Loss before income taxes $ (6,428 ) $ (35,646 ) Statutory income tax rates 21 % 21 % Expected income tax benefit $ (1,349 ) $ (7,486 ) Nontaxable entity $ 1,348 $ 7,486 State income tax expense $ (23 ) $ 2 Change in valuation allowance $ 1 $ — Total income tax expense $ (23 ) $ 2 The Company’s effective tax rates for the years ended December 31, 2022 and 2021 were (0.36)% and 0.01%, respectively. The difference between the Company’s effective tax rate for the period ended December 31, 2022, and the U.S. statutory tax rate of 21% was primarily due to non -taxable Significant components of the Company’s deferred tax assets and liabilities related to Intuitive Aviation are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss $ 165 $ 164 Property and equipment 11 11 Inventory 148 148 Deferred revenue 12 — Total deferred tax assets $ 336 $ 323 Valuation allowance (324 ) (323 ) Net deferred tax assets $ 12 $ — Deferred tax liabilities: 481(a) deferred revenue (5 ) — Total deferred tax liabilities $ (5 ) $ — Net deferred tax asset (liability) $ 7 — As of December 31, 2022, Intuitive Aviation had approximately $787 thousand of federal net operating loss carryforwards (“NOL carryforwards”), which do not have an expiration date. The Company’s deferred tax assets, including these NOL carryforwards have been reduced by a valuation allowance due to a determination made that it is more likely than not that some or all of the deferred assets will not be realized based on the weight of all available evidence. The Company continues to closely monitor and weigh all available evidence, including both positive and negative, in making its determination whether to maintain a valuation allowance. As a result of the significant negative weight placed on the Intuitive Aviation’s cumulative negative earnings position, the Company continued to maintain a valuation allowance against its remaining net deferred tax asset at December 31, 2022 and December 31, 2021. The Company files income tax returns in the U.S., including federal and various state filings. The number of years that are open under the statute of limitations and subject to audit varies depending on the tax jurisdiction. We remain subject to U.S. federal tax examinations for years after 2018. For the periods ending December 31, 2022, and 2021, the Company has no reserves for uncertain tax positions. The Company has elected to record interest and penalties associated with uncertain tax positions as general and administrative expenses. |
Mezzanine Equity and Equity
Mezzanine Equity and Equity | 9 Months Ended |
Sep. 30, 2023 | |
Mezzanine Equity and Equity [Abstract] | |
MEZZANINE EQUITY AND EQUITY | NOTE 9 — MEZZANINE EQUITY AND EQUITY Business Combination The condensed consolidated statements of shareholders’ deficit, mezzanine equity and noncontrolling interests reflect the reverse recapitalization and Business Combination as described in Note 1 — Business Description and Note 3 — Business Combination and Related Transactions. As Intuitive Machines, LLC was deemed to be the accounting acquirer in the Business Combination, all periods prior to the consummation of the Business Combination reflect the balances and activity of Intuitive Machines, LLC. The consolidated balances as of December 31, 2022 from the audited financial statements of Intuitive Machines, LLC as of that date and membership unit activity in the condensed consolidated statements of change in shareholders’ deficit, as well as mezzanine and noncontrolling interests, prior to the consummation of the Business Combination have not been retroactively adjusted. Upon consummation of the Transactions, the Company’s capital stock consisted of (i) 8,243,750 Private Placement On September 5, 2023, the Company consummated a securities purchase agreement (the “Purchase Agreement”) with Armistice Capital Master Fund Ltd (the “Purchaser”) pursuant to which the Company agreed to sell securities to the Purchaser in a private placement (the “Private Placement”). The Purchase Agreement provided for the sale and issuance by the Company of (i) an aggregate of 4,705,883 On August 30, 2023, in connection with the entry into the Purchase Agreement, the Company and certain directors, officers and 5% stockholders of the Company entered into lock -up -up Stock held of record as of August 30, 2023 or acquired of record thereafter from August 30, 2023 until (i) with respect to 50% of such securities, 30 days after the date that the registration statement relating to the securities that were issued and sold in the Private Placement (the “Resale Registration Statement”) has been declared effective by the SEC and (ii) with respect to the remaining 50% of such securities, until 60 days after the effective date of the Resale Registration Statement, subject, in each case, to limited exceptions. The lock -up The table below reflects share information about the Company’s capital stock as of September 30, 2023. Par Value Authorized Issued Treasury Outstanding Class A Common Stock $ 0.0001 500,000,000 22,237,988 (1,250,000 ) 20,987,988 Class B Common Stock $ 0.0001 100,000,000 — — — Class C Common Stock $ 0.0001 100,000,000 70,909,012 — 70,909,012 Series A Preferred Stock $ 0.0001 25,000,000 26,000 — 26,000 Total shares 725,000,000 93,173,000 (1,250,000 ) 91,923,000 Class A Common Stock Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise. Class A Common Stock has rights to the economics of the Company and to receive dividend distributions, subject to applicable laws and the rights and preferences of holders of Series A Preferred Stock or any other series of stock having preference over or participation rights with Class A Common Stock. In the event of liquidation, dissolution or winding up of the affairs of Company, Class A Common Stock has rights to assets and funds of the Company available for distribution after making provisions for preferential and other amounts to the holders of Series A Preferred Stock or any other series of stock having preference over or participation rights with Class A Common Stock. Class B Common Stock Each holder of Class B Common Stock is entitled to one vote for each share of Class B Common Stock held of record in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise. Class B Common Stock does not have rights to the economics of the Company nor to receive dividend distributions, except in limited circumstances. In the event of liquidation, dissolution or winding up of the affairs of the Company, Class B Common Stock holders are entitled to receive par value per share only. Class B Common Stock ownership is limited only to Intuitive Machines, LLC members in an amount not to exceed at any time the aggregate number of Intuitive Machines, LLC Common Units held of record by such member. Class C Common Stock Each holder of Class C Common Stock is entitled to three votes for each share of Class C Common Stock held of record in person or by proxy on all matters submitted to a vote of the holders of Class C Common Stock, whether voting separately as a class or otherwise. Class C Common Stock does not have rights to the economics of the Company nor to receive dividend distributions, except in limited circumstances. In the event of liquidation, dissolution or winding up of the affairs of the Company, Class C Common Stock holders are entitled to receive par value per share only. Class C Common Stock ownership is limited only to Intuitive Machines, LLC Founders in an amount not to exceed at any time the aggregate number of Intuitive Machines, LLC Founder Common Units held of record by such founder. The Intuitive Machines, LLC Founders are Dr. Kamal Ghaffarian, Stephen J. Altemus and Dr. Timothy Crain and their permitted transferees. Class B and C Common Stock Conversions to Class A Common Stock After the expiration of the applicable lock -up -for-one During the third quarter of 2023, all of the previously issued shares of Class B Common Stock (and paired Intuitive Machines, LLC Common Units) were exchanged for shares of Class A Common Stock on a one -for-one Series A Preferred Stock (Mezzanine Equity) The Series A Preferred Stock votes together with the Company’s Common Stock on an as -converted -annually -annually Upon any liquidation or deemed liquidation event, the holders of Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of Common Stock or any other junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value (as defined in the Certificate of Designation) or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Class A Common Stock immediately prior to the liquidation event. Each share of Series A Preferred Stock will be convertible at the holder’s option into shares of Class A Common Stock at an initial conversion ratio determined by dividing the Accrued Value (as defined in the Certificate of Designation) of such shares of Series A Preferred Stock by the conversion price of $12.00 per share subject to adjustment in accordance with the terms of the Certificate of Designation. As result of the Private Placement discussed above and in accordance with the terms of the Certificate of Designation, the Series A Preferred Stock conversion price was reduced to $5.10 per share. The Series A Preferred Stock shall be redeemable at the option of the holder commencing any time after the 5 th The Series A Preferred Stock shall be redeemable at the Company’s option commencing any time (A) after the 3 rd th th Redeemable Noncontrolling Interests As of September 30, 2023, the prior investors of Intuitive Machines, LLC owns 77.2% of the common units of Intuitive Machines, LLC. The prior investors of Intuitive Machines, LLC have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Class B Common Stock or Class C Common Stock in Intuitive Machines, Inc.) for shares of Class A Common Stock on a one -to-one must be approved by the Board, which as of September 30, 2023, is controlled by the prior investors. The ability to put common units is solely within the control of the holder of the redeemable noncontrolling interests. If the prior investors elect the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock and subject to the Company’s Board approval. The financial results of Intuitive Machines, LLC and its subsidiaries are consolidated with Intuitive Machines, Inc. with the redeemable noncontrolling interests’ share of our net loss separately allocated. |
Warrants and Safe Agreements
Warrants and Safe Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Warrants And Safe Agreements [Abstract] | |
WARRANTS AND SAFE AGREEMENTS | NOTE 10 — WARRANTS AND SAFE AGREEMENTS Public and Private Warrants In conjunction with the closing of the Business Combination, on February 13, 2023, the Company assumed a total of 23 five The Private Warrants are identical to the Public Warrants except that the Private Warrants may not, subject to certain limited exceptions, be transferred assigned or sold by the holders until 30 days after the closing of the Business Combination. The Public Warrants and Private Warrants do not entitle the holder to any voting rights, dividends or other rights as a shareholder of the Company prior to exercise. Once the warrants become exercisable, the Company may redeem the outstanding warrants, in whole or in part, at a price of $0.01 per warrant upon a minimum of 30 days prior written notice of redemption and if, and only if, the closing price of the Company’s Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise pursuant to any anti -dilution -trading -division During the nine months ended September 30, 2023, Public Warrants of 1,402,106 were exercised resulting in the issuance of an equal number of shares of Class A Common Stock. No Public Warrants were exercised during the three months ended September 30, 2023. The Company has received cash proceeds of approximately $16.1 million as of September 30, 2023. Series A Preferred Warrants In conjunction with the issuance of Series A Preferred Stock at closing of the Business Combination, the Company issued 541,667 Preferred Investor Warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $15.00, subject to adjustment. The Company evaluated the terms of the Preferred Investor Warrants and determined they meet the criteria to be classified in shareholders’ upon issuance. The Preferred Investor Warrants were immediately exercisable upon issuance and expire five As result of the Private Placement discussed in Note 9 and in accordance with the terms of the Certificate of Designation, the Series A Preferred Warrants exercise price was reduced to $11.50 per share and the aggregate number of shares of Class A Common Stock issuable upon exercise of the Series A Preferred Warrants was proportionally increased to 706,522. As of September 30, 2023, there have been no exercises of the Preferred Investor Warrants. The Series A Warrant and the Series B Warrant (collectively, the “Warrants”) In connection with the issuance of Class A Common stock at the closing of the Private Placement as discussed in Note 9, the Company issued (i) the Series A Warrant, which is exercisable for up to 4,705,883 The Series A Warrant and Series B Warrant had an initial fair value of $17.5 million and $9.3 million, respectively. The gross aggregate proceeds of $20.0 million from the Private Placement were allocated to the Series A Warrant and Series B Warrant resulting in a loss on the transaction of approximately $6.7 million recognized as loss on issuance of securities in our condensed consolidated statement of operations. As of September 30, 2023, the fair value of the Series A Warrant and Series B Warrant decreased to approximately $12.2 million and $4.3 million, respectively, resulting in a gain of approximately $10.3 million recognized as change in fair value of warrant liabilities in our condensed consolidated statement of operations. Each of the Warrants includes the right of the holder to exercise such warrant on a cashless basis at any time on or after March 5, 2024 if and to the extent that the shares of Class A Common Stock underlying such warrant are not registered. The Warrants do not entitle the holder to any voting rights, dividends or other rights as a shareholder of the Company prior to exercise. As of September 30, 2023, there have been no exercises of the Warrants. SAFE Agreements Prior to closing of the Business Combination, Intuitive Machines, LLC issued six SAFE Agreements in late 2021 and early 2022. The funds received upon issuance of the SAFE Agreements were used to fund operations. Pursuant to the guidance under ASC 480 “Distinguishing Liabilities from Equity,” management determined that the SAFE Agreements should initially be recorded as liabilities at fair value and subsequently remeasured at fair value with changes recognized in earnings until conversion at a qualifying financing event or termination of the SAFE Agreements. As of December 31, 2022, the SAFE Agreements had a fair value of $18.3 million recorded as a long term liability in the condensed consolidated balance sheets. As a result of closing of the Business Combination, the SAFE Agreements were converted into 2,066,667 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation [Abstract] | ||
SHARE-BASED COMPENSATION | NOTE 11 — SHARE-BASED COMPENSATION 2021 Unit Option Plan On May 25, 2021, the Intuitive Machines, LLC’s board of directors adopted, and its members approved the 2021 Unit Option Plan (the “2021 Plan”). The 2021 Plan allowed the Intuitive Machines, LLC to grant incentive unit options (“Incentive Unit Options”) to purchase Class B unit interests. Pursuant to the 2021 Plan, up to 6,125,000 As a result of the Business Combination discussed in Note 3 — Business Combination and Related Transactions and per the terms of the Second Amended and Restated Intuitive Machines, LLC Operating Agreement, the unexpired and unexercised outstanding Incentive Unit Options at the closing of the Business Combination, whether vested or unvested, were proportionately adjusted using a conversion ratio of 0.5562 (rounded down to the nearest whole number of options). The exercise price of each option was adjusted accordingly. Each Incentive Unit Option continues to be subject to the terms and conditions of the 2021 Plan and will be exercisable for Class B common units of Intuitive Machines, LLC (the “Class B Common Units”). When an option is exercised, the participant will receive Class A Common Stock. As a result of the conversions, there was no incremental compensation cost and the terms of the outstanding options, including fair value, vesting conditions and classification, were unchanged. As of September 30, 2023, Intuitive Machines, LLC was authorized to issue a total of 1,474,150 Class B Common Units upon exercise of the Incentive Unit Options under the 2021 Plan. The following table provides a summary of the option activity under the 2021 Plan for the nine months ended September 30, 2023: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 1,865,094 $ 2.93 8.90 Granted — — Exercised (326,256 ) 1.80 Forfeited (64,688 ) 1.80 Balance as of September 30, 2023 1,474,150 $ 3.22 7.44 $ 2,920,545 Exercisable as of September 30, 2023 630,649 $ 2.47 6.64 $ 1,423,668 Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s units determined by our Board for each of the respective periods. The following table provides a summary of weighted -average -date Weighted- Non-vested as of December 31, 2022 $ 1.01 Granted — Vested 1.03 Forfeited 0.54 Non-vested as of September 30, 2023 $ 1.99 Share -based of operations under general and administrative expense. As of September 30, 2023, the Company had $1.0 million in estimated unrecognized share -based Following the consummation of the Business Combination, no new awards will be granted under the 2021 Plan. Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan (the “2023 Plan”) The 2023 Plan, which became effective in conjunction with closing of the Business Combination, provides for the award to certain directors, officers, employees, consultants and advisors of the Company of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock -based -based Restricted Stock Units The Company grants RSUs with time -based one four The following table provides a summary of the Company’s RSU activity: Number of Weighted Outstanding as of December 31, 2022 — $ — Granted 1,683,690 7.41 Vested — — Forfeited (14,165 ) 7.56 Balance as of September 30, 2023 1,669,525 $ 7.41 Share -based | NOTE 10 — UNIT-BASED COMPENSATION 2021 Unit Option Plan On May 25, 2021, the Company’s board of directors adopted, and its members approved the 2021 Unit Option Plan, or the 2021 Plan. The 2021 Plan allows the Company to grant Incentive Unit Options to purchase Class B Unit Interests. Pursuant to the plan, up to 6,125,000 Unit Option Activity The following table sets forth the summary of unit option activity under the 2022 Plan: Number of Weighted Weighted (Years) Aggregate Outstanding as of December 31, 2021 3,043,000 $ 1.00 6.4 (791,180 ) Granted 550,000 4.81 9.9 — Exercised (5,500 ) 1.00 8.7 — Forfeited/Cancelled (234,500 ) 1.00 8.7 — Balance as of December 31, 2022 3,353,000 $ 1.63 8.90 $ 10,643,900 Exercisable as of December 31, 2022 1,195,550 $ 1.00 8.71 $ 4,543,090 Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s units determined by our Board of Directors for each of the respective periods. The following table sets forth the summary of weighted -average -date Weighted- Date Value Non-vested as of December 31, 2021 $ 0.30 Granted 3.07 Vested 0.30 Forfeited 0.30 Non-vested as of December 31, 2022 $ 1.01 Unit-Based Compensation Unit -based -based Valuation of Unit-Based Compensation Awards The following weighted average assumptions were used to calculate the fair value of each unit option award under the Black -Scholes December 31, 2022 2021 Expected unit price volatility 65 – 70 % 45.0 % Risk-free interest rate 2.9 – 3.6 % 0.1 % Expected annual dividend yield — % — % Expected term (years) 6.50 1.04 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 12 — FAIR VALUE MEASUREMENTS The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 at fair value on a recurring basis. September 30, 2023 Frequency of Total Level 1 Level 2 Level 3 Liabilities Earn-out liabilities Recurring $ 19,218 $ — $ — $ 19,218 Warrant liabilities – Series A Recurring 12,189 — — 12,189 Warrant liabilities – Series B Recurring 4,282 — — 4,282 Warrant liabilities 16,471 — — 16,471 Total liabilities measured at fair value $ 35,689 $ — $ — $ 35,689 December 31, 2022 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 18,314 $ — $ — $ 18,314 Total liabilities measured at fair value $ 18,314 $ — $ — $ 18,314 The following table provides a roll -forward Earn-out Warrant Warrant Total SAFE Balance, December 31, 2022 $ — $ — $ — $ — $ 18,314 Additions 99,659 17,459 9,271 26,730 — Change in fair value (61,066 ) (5,271 ) (4,988 ) (10,259 ) 2,353 Converted to equity (19,375 ) — — — (20,667 ) Balance, September 30, 2023 $ 19,218 12,188 4,282 16,471 $ — Earn-out Liabilities The fair value of the earn -out -out -free In conjunction with the closing of the Business Combination on February 13, 2023, the fair value of the earn -out -out -free Warrant Liabilities The fair value of the Series A Warrant and the Series B Warrant liabilities as of September 30, 2023 was estimated using a Black -Scholes-Merton -free -free In connection with the closing of the Private Placement on September 5, 2023 as described further in Note 9, the fair values of the Series A Warrant and the Series B Warrant liabilities were estimated at $17.5 million and $9.3 million, respectively. The significant assumptions utilized in estimating the fair value of the Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $4.96; (ii) a dividend yield of 0.0%; (iii) a risk -free -free SAFE Agreements Prior to the Business Combination described in Notes 1 and The unobservable inputs used in the fair value measurement of the Company’s SAFE Agreements are the probabilities of future scenarios, volatility, discount rate and risk -free As of December 31, 2022, the probability of an equity financing was 45.0%, the probability of a liquidity event was 50.0% and the probability of a dissolution event was 5.0% As of December 31, 2022, the volatility utilized in the Monte Carlo simulation is 65.0%. The value under the liquidity event and dissolution event scenarios is based on the present value of the purchase amount. The present value factors are estimated based on a 18.7% discount rate based on venture capital rates of return for December 31, 2022. The periods in which the scenarios are expected to occur for the equity financing, liquidity event, and dissolution events are 0.5 year, 1 year, and 2 years, respectively as of December 31, 2022. In conjunction with the closing of the Business Combination on February 13, 2023, the fair value of the SAFE Agreements was estimated at $20.7 million. The fair value was estimated using the 2,066,667 | NOTE 11 — FAIR VALUE MEASUREMENTS The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s consolidated balance sheets as of December 31, 2022 and 2021 at fair value on a recurring basis. December 31, 2022 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 18,314 $ — $ — $ 18,314 Total liabilities measured at fair value $ 18,314 $ — $ — $ 18,314 December 31, 2021 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 13,973 $ — $ — $ 13,973 Total liabilities measured at fair value $ 13,973 $ — $ — $ 13,973 The following tables provides a rollforward of the Company’s SAFE Agreement liabilities discussed in Note 8 — SAFE Agreements. December 31, Balance, beginning December 31, 2021 $ 13,973 Additions 4,250 Change in fair value 91 Balance December 31, 2022 $ 18,314 The fair value of the SAFE Agreements under the equity financing scenario is estimated using a Monte Carlo simulation approach. The fair value of the SAFE Agreements under the liquidity event and dissolution event scenarios is estimated based on the present value of the purchase amount. The unobservable inputs used in the fair value measurement of the Company’s SAFE Agreements are the probabilities of future scenarios, volatility, discount rate and risk -free As of December 31, 2021, the probability of an equity financing was 45.0%, the probability of a liquidity event was 50.0% and the probability of a dissolution event was 5.0%. As of December 31, 2021, the volatility utilized in the Monte Carlo simulation is 65.0%. The value under the liquidity event and dissolution event scenarios is based on the present value of the purchase amount. The present value factors are estimated based on a 9.6% discount rate based on venture capital rates of return for December 31, 2021. The periods in which the scenarios are expected to occur for the equity financing, liquidity event, and dissolution events are 0.5 years, 1.0 year, and 2.0 years, respectively as of December 31, 2021. |
Net Income Per Share
Net Income Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
NET INCOME PER SHARE | NOTE 13 — NET INCOME PER SHARE Basic net income per share of Class A common stock is computed by dividing net income attributable to Class A common shareholders for the three months ended September 30, 2023 and the period from February 13, 2023, or the Closing Date, to September 30, 2023 by the weighted -average Diluted net income per share of Class A common stock includes additional weighted average common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if -converted -dilutive Prior to the Business Combination, the membership structure of Intuitive Machines, LLC included membership units. In conjunction with the closing of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of Intuitive Machines, LLC and Intuitive Machines, Inc. implemented a revised class structure including Class A common stock having one vote per share and economic rights, Class B common stock having one vote per share and no economic rights, and Class C Common Stock having three votes per share and no economic rights. Shares of the Company’s Class B Common Stock and Class C Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. The Company has determined that the calculation of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per share information has not been presented for periods prior to the Business Combination on February 13, 2023. The basic and diluted net income per share for the three and nine months ended September 30, 2023 represent only the period of February 13, 2023 to September 30, 2023. The following table presents the computation of the basic and diluted income per share of Class A Common Stock for the period of February 13, 2023 (the Closing Date) to September 30, 2023 (in thousands, except share data): Three Months Nine Months Numerator Net income for the period from February 13, 2023 through September 30, 2023 $ 15,096 $ 16,177 Less: Net loss attributable to redeemable noncontrolling interests for the period from February 13, 2023 through September 30, 2023 (18,555 ) (37,635 ) Net income for the period from February 13, 2023 through September 30, 2023 attributable to the Company $ 33,651 53,812 Less: Cumulative preferred dividends (674 ) (1,657 ) Net income for the period from February 13, 2023 through September 30, 2023 attributable to Class A common shareholders $ 32,977 $ 52,155 Denominator Basic weighted-average shares of Class A common stock outstanding 17,411,217 16,294,029 RSUs and Options 1,016,390 1,342,694 Series A Preferred Stock 5,230,304 3,215,161 Warrants 2,468,334 4,112,524 Diluted weighted-average shares of Class A common stock outstanding 26,126,245 24,964,408 Net income per share of Class A common stock – basic $ 1.89 $ 3.20 Net income per share of Class A common stock – diluted $ 1.29 $ 2.16 For the three months ended September 30, 2023, the diluted earnings per share calculation excluded the potential Class A common stock equivalent of 22.5 million related to our Public and Private Placement Warrants and Series A Preferred Warrants, as their effect would be anti -dilutive | NOTE 12 — EARNINGS PER UNIT Basic income (loss) per share is computed by dividing net income (loss) attributable to Class A Common Unit holders by the sum of the weighted -average As a result, the calculation of diluted income (loss) per unit was equal to the calculation of basic income (loss) per unit. The following table presents net loss per unit and related information: Year Ended December 31, 2022 2021 (in thousands, except per unit data) Basic and diluted: Net loss $ (6,405 ) $ (35,648 ) Weighted-average common shares outstanding 122,501,241 122,500,000 Basic and diluted net loss per unit $ (0.05 ) $ (0.29 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 14 — COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the outcome of such matters will not have a material adverse effect on our condensed consolidated financial statements. | NOTE 14 — COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the outcome of such matters will not have a material adverse effect on our consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 15 — RELATED PARTY TRANSACTIONS Intuitive Machines, Intuitive Aviation, IX LLC and Space Network Solutions, LLC have entered into recurring transaction agreements with certain related parties, including sales agreements and loan agreements. Axiom Space, Inc. The Company recognized revenue from Axiom Space, Inc. (“Axiom”) related to engineering services of $0.1 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively, and $0.2 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively. As of December 31, 2022, there was $0.8 million of affiliate accounts receivable which was fully reserved. During the third quarter of 2023, the affiliate accounts receivable balance was collected and the reserve was reversed. As of September 30, 2023, there were no affiliate accounts receivable related to Axiom. Kamal Ghaffarian, the Chairman of the Board and one of the co -founders -founder IBX, LLC and PTX, LLC The Company incurred expenses with IBX, LLC and PTX, LLC (“IBX/PTX”) related to bid & proposal, capture management and various consulting services of $0.2 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, and $0.8 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, there were $1.1 million and $0.4 million, respectively, of affiliate accounts payable related to IBX/PTX expenses. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at IBX/PTX. Expenses related to IBX/PTX are incurred in the normal course of business and amounts are settled under normal business terms. KBR, Inc. On November 12, 2020, KBR, Inc. (“KBR”) made an initial capital contribution in Space Network Solutions resulting in a 10% ownership of Space Network Solutions, which was previously a wholly owned subsidiary of Intuitive Machines, LLC. The Company recognized affiliate revenue from KBR related to engineering services of $0.9 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively, $2.3 million and $1.4 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, there was $0.7 million and $0.3 million, respectively, of affiliate accounts receivable related to KBR revenue. Revenue related to KBR are incurred in the normal course of business and amounts are settled under normal business terms. ASES The Company recognized revenue from ASES related to engineering services of $0.3 million and $0.8 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, there was $0.2 million of affiliate accounts receivable related to ASES revenue. ASES is a joint venture between Aerodyne Industries, LLC and KBR. Kamal Ghaffarian, the Chairman of the Board and one of the co -founders X-energy, LLC As of September 30, 2023 and December 31, 2022, there were $0.2 million and $0.1 million, respectively, of affiliate accounts payable related to X -energy -energy -energy Penumbra, LLC The Company incurred expenses with Penumbra, LLC (“Penumbra”) related to license fees for the three and nine months ended September 30, 2022 of $27 thousand and $94 thousand, respectively, and incurred no expenses for the three and nine months ended September 30, 2023. Certain members of executive management at Intuitive Machines have an ownership interest in Penumbra. Expenses related to Penumbra are incurred in the normal course of business. | NOTE 13 — RELATED PARTY TRANSACTIONS Intuitive Machines, Intuitive Aviation, and Space Network Solutions have entered into recurring transaction agreements with certain related parties, including sales agreements and loan agreements. Axiom Space, Inc. For years ended December 31, 2022 and 2021, the Company had $1.6 million and $0.8 million, respectively, in revenue with Axiom Space, Inc. (“Axiom”) related to engineering services. As of December 31, 2022 and 2021, there were $0.8 million and $0.3 million, respectively, of affiliate accounts receivable related to Axiom. As of December 31, 2022, the affiliate accounts receivable balance has been fully reserved. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at Axiom. Revenues related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms. IBX, LLC For years ended December 31, 2022 and 2021, the Company had $2.1 million and $0.3 million, respectively, in expenses with IBX, LLC (“IBX”) related to management fees. As of December 31, 2022 and 2021, there were $0.4 million and $0.2 million, respectively, of affiliate accounts payable related to IBX expenses. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at IBX. Expenses related to IBX are incurred in the normal course of business and amounts are settled under normal business terms. KBR, Inc. On November 12, 2020, KBR, Inc. (“KBR”) made an initial capital contribution in SNS resulting in a 10% ownership of SNS, previously a wholly owned subsidiary of the Company. For years ended December 31, 2022 and 2021, the Company had $1.9 million and $1.3 million, respectively, in affiliate revenue with KBR related to engineering services. As of December 31, 2022 and 2021, there was $0.3 million and $0.2 million, respectively, of affiliate accounts receivable related to KBR revenue. Revenues related to KBR are incurred in the normal course of business and amounts are settled under normal business terms. X Energy, LLC As of December 31, 2022 and 2021, there were $0.1 million and $0 million, respectively, of affiliate accounts payable related to X Energy expenses. Expenses related to X Energy are incurred in the normal course of business and amounts are settled under normal business terms. Penumbra, LLC For years ended December 31, 2022 and 2021, the Company had $0.1 million and $0.2 million, respectively, in expenses with Penumbra, LLC (“Penumbra”) related to license fees. Certain members of executive management at Intuitive Machines have an ownership interest in Penumbra. Expenses related to Penumbra are incurred in the normal course of business. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Variable interest entity [Abstract] | ||
VARIABLE INTEREST ENTITY | NOTE 16 — VARIABLE INTEREST ENTITIES The Company determines whether joint ventures in which it has invested meet the criteria of a variable interest entity or “VIE” at the start of each new venture and when a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling financial interest; or (c) the legal entity is structured with disproportionate voting rights. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. IX, LLC Joint Venture The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X -energy -temperature -energy -founder -energy -energy The IX LLC JV was formed to pursue nuclear space propulsion and surface power systems in support of future space exploration goals. In the third quarter of 2022, the IX LLC JV received an award from Battelle Energy Alliance to design a fission surface power system that can operate on the surface of the Moon to support sustained lunar presence and exploration of Mars. As of September 30, 2023, the IX LLC JV had total assets and total liabilities of $1.5 million and total assets and total liabilities of $1.3 million as of December 31, 2022, associated with project execution activities subcontracted to the IX LLC JV partners and other third parties. Space Network Solutions, LLC The Company participates in the Space Network Solutions joint venture with KBR, a leading provider of specialized engineering, and professional, scientific and technical services primarily to the U.S. federal government. Under the terms of the Amended Space Network Solutions limited liability company agreement, we hold a 90% interest in the Space Network Solutions and KBR hold a 10% interest. Space Network Solutions is a VIE and Intuitive Machines is the primary beneficiary. Space Network Solutions was formed to provide cyber security as well as communication & tracking services using its expertise in developing secure ground system architecture for lunar space missions. In the second quarter of 2023, NASA awarded Space Network Solutions a cost -plus-fixed-fee -delivery -space | NOTE 15 — VARIABLE INTEREST ENTITY The Company determines whether joint ventures in which it has invested meet the criteria of a variable interest entity or “VIE” at the start of each new venture and when a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling financial interest; or (c) the legal entity is structured with disproportionate voting rights. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. IX, LLC Joint Venture The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X -energy -energy -temperature -energy -founder -founder -energy -energy The IX LLC JV was formed to pursue nuclear space propulsion and surface power systems in support of future space exploration goals. In the third quarter of 2022, the IX LLC JV received an award from Battelle Energy Alliance (“BAE”) to design a fission power system that can operate on the surface of the Moon to support sustained lunar presence and exploration of Mars. As of December 31, 2022, the IX LLC JV had total assets of $1.3 million and total liabilities of $1.3 million associated with project execution activities subcontracted to the JV partners and other third parties. |
Safe Agreements
Safe Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Safe Agreements [Abstract] | |
SAFE AGREEMENTS | NOTE 8 — SAFE AGREEMENTS As of December 31, 2022, the Company received $4.3 million in proceeds from three new SAFE Agreements which were executed on January 4, 2022, January 5, 2022 and February 8, 2022 (the “New SAFE Agreements”). Proceeds from the New SAFE Agreements will be used to fund operations. The New SAFE Agreements are subject to the same terms and conditions as previous SAFE Agreements. As of December 31, 2021, the Company received $13.0 million in cash related to two SAFE Agreements and 555,556 If an equity financing transaction event, pursuant to which the Company issues and sells preferred stock at a fixed valuation, occurs before the termination of the SAFE, the Company will issue preferred stock to the investor. On the initial close of the equity financing transaction, the SAFE will convert into the number of shares equal to the investment amount divided by either (i) the price per share equal to the valuation cap, as established in the SAFE, divided by the Company capitalization or (ii) 90% of the lowest price per share sold in the equity financing transaction, whichever calculation results in the greatest number of shares. If a liquidity event, including a change of control, direct listing, or initial public offering, occurs before the termination of the SAFE, the investor will receive consideration equal to the greater of (i) the investment amount or (ii) the amount payable on the number of shares equal to the investment amount divided by the price per share as determined by taking the valuation cap (defined in the SAFE) divided by the Company capitalization. In a dissolution event, as defined in the SAFE, the Company will pay the investor an amount equal to the purchase price, due and payable immediately prior to the consummation of the dissolution event. As of December 31, 2022, the SAFE Agreements along with New SAFE Agreements had not yet converted as a qualifying financing event. Pursuant to the guidance under ASC 480, the Company determined that the SAFE agreements should be recorded as liabilities on the Company’s balance sheet and should be initially and subsequently measured at fair value with the changes in fair value recognized in earnings. |
Members' Equity
Members' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Members' Equity [Abstract] | |
MEMBERS’ EQUITY | NOTE 9 — MEMBERS’ EQUITY The Company has two classes of common equity, Class A Common Units (“Class A Units” or “Class A Unit Interests”) and Class B Common Units (“Class B Units” or “Class B Unit Interests”) which are held by Members. Class A Unit Interests have all the rights, privileges, preferences, and obligations provided for in the amended and restated LLC Agreement dated May 25, 2021, which are generally consistent with an ordinary equity ownership interest. The Company is authorized to issue an unlimited number of Class A Unit Interests. The Class A Unit Interests of the Company are based upon the fair market value of the Company as a whole, at the time of monetary contribution. In accordance with the amended and restated LLC agreement, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit split on May 25, 2021. The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, the number of Members’ Units outstanding and per -unit the effect of the unit split. As part of the Unit Split, the par value of our Members’ Units was adjusted from $1 per unit to $0.00001 per unit. As of December 31, 2022 and 2021, there were 122,505,500 and 122,500,000 Class A Units issued and outstanding, respectively. Class B Unit Interests are non -voting |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 16 — SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information consists of the following (in thousands): Year Ended 2022 2021 Supplemental cash flow information: Cash paid for interest, net $ 1,013 $ 230 Cash paid for Texas margin tax $ — $ — Accrued capital expenditures $ (38 ) $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 — SUBSEQUENT EVENTS Management has evaluated subsequent events occurring after the date of the financial statements but before the financial statements were issued on March Business Combination with Inflection Point Acquisition Corp. On February |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements and related notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim reporting and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. Our condensed consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”) a majority -owned The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements of Intuitive Machines, LLC as of and for the years ended December 31, 2022 and 2021 contained in our Form 8 -K | Basis of Presentation and Consolidation The Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Our consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”), and IX, LLC, variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs 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 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 | |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment, and various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future reporting periods. | Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment and on various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision -maker | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision -maker |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $250,000 per account. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis. Major customers are defined as those individually comprising more than 10% of the Company’s total revenue. There was one major customer that accounted for 52% and 65%, respectively, of the Company’s total revenue for the three and nine months ended September 30, 2023, and accounted for 99% and 81%, respectively, of the Company’s total revenue for the three and nine months ended September 30, 2022. The largest customer’s accounts receivable balance was nil Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the three and nine months ended September 30, 2023 the Company had one major supplier representing 4% and 23%, respectively, of goods and services purchased. This major supplier also accounted for 87% and 85% of goods and services purchased for the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the one major supplier represented 16% and 21%, respectively, of the accounts payable balance. | |
Liquidity and Capital Resources | Liquidity and Capital Resources The unaudited condensed consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022, and related notes were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. As of September 30, 2023, the Company had cash and cash equivalents of $40.7 million and a working capital deficit of $52.0 million. The Company has historically funded its operations through internally generated cash on hand, proceeds from sales of its capital stock including the execution of SAFE Agreements, and proceeds from the issuance of bank debt. As further described in Note 1 — Business Description, on February 13, 2023, the Company received approximately $34.1 million of gross proceeds to fund operations as a result of the Business Combination with IPAX. Additionally, in connection with the Business Combination, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement. Subsequent to the closing of the Business Combination, the Company received $12.7 million in cash associated with the termination of a forward purchase agreement and $16.1 million in cash proceeds associated with warrant exercises. On September 5, 2023, the Company consummated a securities purchase agreement pursuant to which the Company agreed to sell securities in a private placement which included the issuance by the Company of an aggregate of 4,705,883 shares of the Company’s Class A Common Stock for aggregate gross proceeds of approximately $20.0 million. See Note 9 — Mezzanine Equity and Equity for additional information on this securities purchase agreement. Management believes that the cash and cash equivalents as of September 30, 2023 and the additional liquidity provided by the equity facility discussed above will be sufficient to fund the short -term -month | Liquidity and Capital Resources As of December As further described in Note Management believes that the cash available from the consummation of the business combination and related transactions will be sufficient to fund the short -term -month |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. | Cash and Cash Equivalents The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account. | Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account. |
Transaction Costs | Transaction Costs Business Combination Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 3. These costs were initially capitalized as incurred and recorded as prepaid expenses in our condensed consolidated balance sheets and totaled $5.3 million as of December 31, 2022. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were netted against the proceeds from the merger and recorded as an offset in additional paid -in Securities Purchase Agreement Transaction costs related to the consummation of the securities purchase agreement described further in Note 9, includes direct legal, broker, accounting and other fees. Transaction costs totaled approximately $1.4 million during the three and nine months ended September 30, 2023 charged to general and administrative expenses in our statement of operations. | |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable is recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected. | Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected. |
Prepayments and Other Current Assets | Prepayments and Other Current Assets Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments. | Prepayments and Other Current Assets Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction -in-process Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying condensed consolidated statements of operations. | Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction -in-process Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying consolidated statements of operations. |
Long-Lived Assets | Long-Lived Assets Long -lived -lived -lived -lived -lived | Long-Lived Assets Long -lived -lived -lived -lived -lived |
Earn-Out Liabilities | Earn-Out Liabilities Unvested earn out units of Intuitive Machines, LLC (“Earn Out Units”) are classified as liability transactions at initial issuance which were offset against paid -in -out -out | |
Warrants | Warrants The Company accounts for warrants as either equity -classified -classified -Scholes-Merton | |
Operating Lease Liabilities and Right-of-Use Assets | Operating Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right -of-use -line -lease -of-use | |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long -term -term We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: • • -derived • | Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long -term -term We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: (1) (2) -derived (3) |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Noncontrolling interests represent the portion of Intuitive Machines, LLC that Intuitive Machines, Inc. controls and consolidates but does not own. The noncontrolling interests was created as a result of the Business Combination and represents 68,150,754 common units issued by Intuitive Machines, LLC to the prior investors. As of the Close of the Business Combination, Intuitive Machines, Inc. held an 18.8% interest in Intuitive Machines, LLC, with the remaining 81.2% interest held by Intuitive Machines, LLC’s prior investors. As of September 30, 2023, Intuitive Machines, Inc. held an 22.8% interest in Intuitive Machines, LLC with the remaining 77.2% interest held by the prior investors. The prior investors’ interests in Intuitive Machines, LLC represents a redeemable noncontrolling interest. At its discretion, the members have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Intuitive Machines Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) or Class C Common Stock in Intuitive Machines) for either shares of Class A Common Stock on a one -to-one As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within the Company’s control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at the Intuitive Machines, LLC prior investors’ share in the net assets of the Company upon consummation of the Business Combination. Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid -in | |
General and Administrative Expense | General and Administrative Expense General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits. | General and Administrative Expense General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits. |
Revenue Recognition | Revenue Recognition Most of our revenue are from long -term -term 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. Contract Combination To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. Contract Types The Company performs work under contracts that broadly consist of fixed -price 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 -price -based For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed -upon Contract Costs Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer -furnished -to-cost -term -launch -party -launch Variable Consideration It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us. Contract Estimates and Modifications 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 is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract -related -to-cost We typically recognize changes in contract estimates on a cumulative catch -up Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up -alone Unbilled Receivables and Deferred Revenue Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost -to-cost -term -to-cost -by-contract The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. | Revenue Recognition Most of our revenues are from long -term -term Contract Combination To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. Contract Types The Company performs work under contracts that broadly consist of fixed -price 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 -price -based For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed -upon Contract Costs Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer -furnished -to-cost -term -launch -party -launch Variable Consideration It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us. Contract Estimates and Modifications 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 is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract -related -to-cost We typically recognize changes in contract estimates on a cumulative catch -up Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up -alone Unbilled Receivables and Deferred Revenue Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost -to-cost -term -to-cost -by-contract The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. |
Income Taxes | Income Taxes Intuitive Machines 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. 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. We use the asset and liability method of accounting for income taxes for the Company. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. The Company follows the guidance of ASC Topic 740, Income Taxes. | Income Taxes Intuitive Machines Intuitive Machines has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Intuitive Machines, LLC. However, the Company is subject to Texas Margin Taxes. The Company recorded $23 thousand of income tax benefit and $2 thousand of income tax expense for the years ended December 31, 2022 and 2021, respectively, in the accompanying consolidated statements of operations. Intuitive Machines is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Intuitive Machines would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Intuitive Machines would pay an “imputed underpayment” including interest and penalties, if applicable. Intuitive Machines may instead elect to make a “push -out Intuitive Aviation Intuitive Aviation is a corporation for tax purposes and is subject to U.S. federal income taxes. Accordingly, provision for income taxes has been recorded for Intuitive Aviation, Inc. We use the asset and liability method of accounting for income taxes for Intuitive Aviation. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We have determined that there are not any tax positions outstanding that would fail to meet a “more likely than not” standard, and therefore there have not been any uncertain tax positions identified. Space Network Solutions Space Network Solutions has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Space Network Solutions, LLC. However, Space Network Solutions is subject to Texas Margin Taxes. The Company recorded $0 for the years ended December 31, 2022 and 2021, respectively, in income tax expense in the accompanying consolidated statements of operations. Space Network Solutions is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Space Network Solutions would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Space Network Solutions would pay an “imputed underpayment” including interest and penalties, if applicable. Space Network Solutions may instead elect to make a “push -out The Company follows the guidance of ASC Topic 740, Income Taxes. |
Tax Receivable Agreement | Tax Receivable Agreement In conjunction with the consummation of the Transactions, Intuitive Machines, Inc. entered into a Tax Receivable Agreement (the “TRA”) with Intuitive Machines, LLC and certain Intuitive Machines, LLC members (the “TRA Holders”). Pursuant to the TRA, Intuitive Machines, Inc. is required to pay the TRA Holders 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. realizes, or is deemed to realize, as a result of certain tax attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc., (C) certain tax benefits realized by Intuitive Machines, Inc. as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of Intuitive Machines, Inc., and not that of Intuitive Machines, LLC. As of September 30, 2023, there have been no exchanges of Intuitive Machines, LLC units for Class A Common Stock of Intuitive Machines, Inc. and, accordingly, no TRA liabilities currently exist. See Note 3 — Business Combination and Related Transactions for further description of the TRA. | |
Earnings (Loss) Per Share (“EPS”) | Earnings (Loss) Per Share (“EPS”) The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti -dilutive Prior to the Business Combination, the membership structure of Intuitive Machines, LLC included membership units. In conjunction with the closing of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of Intuitive Machines, LLC, and Intuitive Machines, Inc. implemented a revised class structure including Class A Common Stock having one vote per share and economic rights, Class B Common Stock having one vote per share and no economic rights, and Class C Common Stock having three votes per share and no economic rights. The Company has determined that the calculation of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Business Combination on February 13, 2023. | |
Share-Based Compensation | Share-Based Compensation We recognize all share -based -based We estimate the fair value of share -based -Scholes -Scholes -based -line | |
Other Current Liabilities | Other Current Liabilities As of September 30, 2023 and December 31, 2022, other current liabilities consisted of the following (in thousands): September 30, December 31, Financing obligation, current (see Note 6 – Leases) $ — $ 9,117 Payroll accruals 6,159 2,117 Income tax payable 265 — Professional fees accruals 971 3,677 Other accrued liabilities 6,867 267 Other current liabilities $ 14,262 $ 15,178 | |
Unit Split | Unit Split On May 25, 2021, in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split. | |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis. Major customers are defined as those individually comprising more than 10% of revenue. For the years ended December 31, 2022 and 2021, there was one major customer that accounted for 83% and 83%, respectively, of the Company’s total revenue. The largest customer did not have any accounts receivable as of December 31, 2022, while two other customers accounted for 35% and 14% of the accounts receivable balance as of December 31, 2022. The largest customer did not have any accounts receivable as of December 31, 2021, while two other customers accounted for 40% and 30% of the accounts receivable balance as of December 31, 2021. Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the years ended December 31, 2022 and 2021, the Company had one major supplier representing 63% and 42% of goods and services purchased, respectively. As of December 31, 2022, the largest supplier represented 21% of the accounts payable balance. As of December 31, 2021, the largest supplier did not have any accounts payable, while two other suppliers accounted for 17% and 13% of the accounts payable balance. | |
Operating Lease Liabilities and Right-of-Use Assets | Operating Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right -of-use -line -lease -of-use | |
Unit-Based Compensation | Unit-Based Compensation We recognize all unit -based -based We estimate the fair value of unit -based -Scholes -Scholes -based -line five | |
Accounting Principles Recently Adopted | Accounting Principles Recently Adopted In December 2019, the FASB issued ASU 2019 -12 -period -to-date -related -12 In October 2020, the FASB issued ASU 2020 -10 -10 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Estimated Useful Lives of Assets | Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years | Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years |
Schedule of Other Current Liabilities | As of September 30, 2023 and December 31, 2022, other current liabilities consisted of the following (in thousands): September 30, December 31, Financing obligation, current (see Note 6 – Leases) $ — $ 9,117 Payroll accruals 6,159 2,117 Income tax payable 265 — Professional fees accruals 971 3,677 Other accrued liabilities 6,867 267 Other current liabilities $ 14,262 $ 15,178 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue [Abstract] | ||
Schedule of Disaggregate our Revenue | The following table provides information about disaggregated revenue for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Contract Type Fixed price $ 10,259 81 % $ 9,250 90 % $ 42,803 87 % $ 43,802 91 % Time and materials 2,472 19 % 1,021 10 % 6,157 13 % 4,157 9 % Total $ 12,731 100 % $ 10,271 100 % $ 48,960 100 % $ 47,959 100 % | The following tables provide information about disaggregated revenue for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Revenue by Contract Type Fixed price $ 80,801 94 % $ 68,487 94 % Time and materials 5,145 6 % 4,063 6 % Total $ 85,946 100 % $ 72,550 100 % |
Schedule of Contract Assets | The following table presents contract assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Contract Assets Deferred contract costs $ 549 $ 6,633 Unbilled receivables 1,456 346 Total $ 2,005 $ 6,979 | The following table presents contract assets as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Contract Assets Deferred contract costs $ 6,633 $ 1,800 Unbilled receivables 347 44 Total $ 6,979 $ 1,844 |
Schedule of Contract Liabilities | The following table presents contract liabilities as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Contract liabilities – current Deferred revenue $ 28,281 $ 39,831 Contract loss provision 12,617 10,120 Accrued launch costs 8,781 6,705 Total contract liabilities – current 49,679 56,656 Contract liabilities – long-term Contract loss provision 566 2,188 Total contract liabilities – long-term 566 2,188 Total contract liabilities $ 50,245 $ 58,844 | The following table presents contract liabilities as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Contract Liabilities Contract liabilities – current Deferred revenue $ 39,831 $ 31,644 Contract loss provision 10,120 12,001 Accrued launch costs 6,705 5,984 Total contract liabilities – current 56,656 49,629 Contract liabilities – long-term Contract loss provision 2,188 10,530 Total contract liabilities – long-term 2,188 10,530 Total contract liabilities $ 58,844 $ 60,159 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Schedule of Property and Equipment, Net | As of September 30, 2023 and December 31, 2022, property and equipment, net consisted of the following (in thousands): September 30, December 31, Leasehold improvements $ 1,544 $ 1,544 Vehicles and trailers 129 129 Computers and software 2,210 1,673 Furniture and fixtures 835 794 Machinery and equipment 2,412 2,211 Construction in progress 14,234 17,747 Property and equipment, gross 21,364 24,098 Less: accumulated depreciation and amortization (3,861 ) (2,922 ) Property and equipment, net $ 17,503 $ 21,176 | As of December 31, 2022, and 2021, property and equipment, net consisted of the following (in thousands): December 31, December 31, Leasehold improvements $ 1,544 $ 1,527 Vehicles and trailers 129 129 Computers and software 1,673 1,306 Furniture and fixtures 794 766 Machinery and equipment 2,211 1,962 Construction in progress 17,747 2,282 Property and equipment, gross 24,098 7,972 Less: accumulated depreciation and amortization (2,922 ) (2,123 ) Property and equipment, net $ 21,176 $ 5,849 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Schedule of Lease Expense | The components of total lease expense are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 234 $ 184 $ 690 $ 456 Short-term lease cost — — 145 — Total lease cost $ 234 $ 184 $ 835 $ 456 | The components of total lease expense are as follows (in thousands): Year Ended 2022 2021 Operating lease cost $ 721 $ 478 Total lease cost $ 721 $ 478 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | The components of supplemental cash flow information related to operating leases are as follows (in thousands): Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 634 $ 574 Right-of-use assets obtained in exchange for new operating lease liabilities $ 32,285 $ — Weighted average remaining lease term – operating leases (months) 229 46 Weighted average discount rate – operating leases 6.1 % 5.9 % | |
Schedule of Future Undiscounted Cash Flows for Operating Leases | The table below includes the estimated future undiscounted cash flows for operating leases as of September 30, 2023 (in thousands): Year Ending December 31, Amount Remainder of 2023 $ 547 2024 1,993 2025 1,867 2026 1,829 2027 1,366 Thereafter 58,151 Total undiscounted lease payments $ 65,753 Less: imputed interest 32,598 Present value of lease liabilities $ 33,155 Plus: construction costs to be funded by the Company 4,494 Less: reimbursable construction costs from the lessor (5,618 ) Total operating lease liabilities $ 32,031 | The table below includes the estimated future undiscounted cash flows for operating leases as of December 31, 2022 (in thousands): Year Ending December 31, Amount 2023 $ 858 2024 916 2025 768 2026 706 2027 219 Thereafter 5,681 Total undiscounted lease payments $ 9,148 Less: imputed interest 3,345 Present value of lease liabilities $ 5,803 |
Schedule of Cash Flow Information Related to Operating Leases | The components of supplemental cash flow information related to operating leases are as follows (in thousands): Year Ended 2022 2021 Cash paid (received) for amounts included in the measurement of lease liabilities: Cash flow from operating activities $ 832 $ 633 Weighted Average Lease Term (months) 155 59 Weighted average discount rate 5.7 % 6.0 % | |
Schedule of Balance Sheet Information Related to Operating Leases | The supplemental balance sheet information related to operating leases for the period is as follows (in thousands): December 31, December 31, Long-term right-of-use assets $ 4,829 $ 1,829 Current lease liabilities $ 725 $ 514 Long-term lease liabilities 5,078 2,371 Total operating lease liabilities $ 5,803 $ 2,885 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-Term Debt Instruments | The following table summarizes our outstanding debt (in thousands): September 30, December 31, Credit Mobilization Facility $ 20,000 $ 20,000 Less: deferred financing costs (18 ) (39 ) Less: current maturities (19,982 ) (16,098 ) Long-term debt, net of current maturities $ — $ 3,863 | The following table summarizes our outstanding debt (in thousands): December 31, December 31, Credit Mobilization Facility $ 20,000 $ 12,000 First Insurance Funding Loan — 108 Principal amount of long-term debt 20,000 12,108 Less: deferred financing costs (39 ) — Less: current maturities (16,098 ) (12,108 ) Long-term debt, net of current maturities 3,863 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of income tax provision | The Company’s consolidated income tax provision consisted of the following components (in thousands): Year Ended 2022 2021 Current: Federal $ — $ — State (16 ) 2 $ (16 ) $ 2 Deferred: Federal — — State (7 ) — $ (7 ) — Total income tax provision $ (23 ) $ 2 |
Schedule of income tax provision computed at the company’s effective tax rate | The reconciliation of the income tax provision computed at the Company’s effective tax rate is as follows (in thousands except for rates): Years Ended December 31, 2022 2021 Loss before income taxes $ (6,428 ) $ (35,646 ) Statutory income tax rates 21 % 21 % Expected income tax benefit $ (1,349 ) $ (7,486 ) Nontaxable entity $ 1,348 $ 7,486 State income tax expense $ (23 ) $ 2 Change in valuation allowance $ 1 $ — Total income tax expense $ (23 ) $ 2 |
Schedule of deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities related to Intuitive Aviation are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss $ 165 $ 164 Property and equipment 11 11 Inventory 148 148 Deferred revenue 12 — Total deferred tax assets $ 336 $ 323 Valuation allowance (324 ) (323 ) Net deferred tax assets $ 12 $ — Deferred tax liabilities: 481(a) deferred revenue (5 ) — Total deferred tax liabilities $ (5 ) $ — Net deferred tax asset (liability) $ 7 — |
Mezzanine Equity and Equity (Ta
Mezzanine Equity and Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Mezzanine Equity and Equity [Abstract] | |
Schedule of Capital Stock | The table below reflects share information about the Company’s capital stock as of September 30, 2023. Par Value Authorized Issued Treasury Outstanding Class A Common Stock $ 0.0001 500,000,000 22,237,988 (1,250,000 ) 20,987,988 Class B Common Stock $ 0.0001 100,000,000 — — — Class C Common Stock $ 0.0001 100,000,000 70,909,012 — 70,909,012 Series A Preferred Stock $ 0.0001 25,000,000 26,000 — 26,000 Total shares 725,000,000 93,173,000 (1,250,000 ) 91,923,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation [Abstract] | ||
Schedule of Summary of the Option Activity | The following table provides a summary of the option activity under the 2021 Plan for the nine months ended September 30, 2023: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 1,865,094 $ 2.93 8.90 Granted — — Exercised (326,256 ) 1.80 Forfeited (64,688 ) 1.80 Balance as of September 30, 2023 1,474,150 $ 3.22 7.44 $ 2,920,545 Exercisable as of September 30, 2023 630,649 $ 2.47 6.64 $ 1,423,668 | The following table sets forth the summary of unit option activity under the 2022 Plan: Number of Weighted Weighted (Years) Aggregate Outstanding as of December 31, 2021 3,043,000 $ 1.00 6.4 (791,180 ) Granted 550,000 4.81 9.9 — Exercised (5,500 ) 1.00 8.7 — Forfeited/Cancelled (234,500 ) 1.00 8.7 — Balance as of December 31, 2022 3,353,000 $ 1.63 8.90 $ 10,643,900 Exercisable as of December 31, 2022 1,195,550 $ 1.00 8.71 $ 4,543,090 |
Schedule of Weighted-Average Grant-Date Fair Value of Unit Options | The following table provides a summary of weighted -average -date Weighted- Non-vested as of December 31, 2022 $ 1.01 Granted — Vested 1.03 Forfeited 0.54 Non-vested as of September 30, 2023 $ 1.99 | The following table sets forth the summary of weighted -average -date Weighted- Date Value Non-vested as of December 31, 2021 $ 0.30 Granted 3.07 Vested 0.30 Forfeited 0.30 Non-vested as of December 31, 2022 $ 1.01 |
Schedule of RSU Activity | The following table provides a summary of the Company’s RSU activity: Number of Weighted Outstanding as of December 31, 2022 — $ — Granted 1,683,690 7.41 Vested — — Forfeited (14,165 ) 7.56 Balance as of September 30, 2023 1,669,525 $ 7.41 | |
Schedule of Weighted Average Fair Value of Black-Scholes | The following weighted average assumptions were used to calculate the fair value of each unit option award under the Black -Scholes December 31, 2022 2021 Expected unit price volatility 65 – 70 % 45.0 % Risk-free interest rate 2.9 – 3.6 % 0.1 % Expected annual dividend yield — % — % Expected term (years) 6.50 1.04 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Shedule of Fair Value of Assets and Liabilities | The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 at fair value on a recurring basis. September 30, 2023 Frequency of Total Level 1 Level 2 Level 3 Liabilities Earn-out liabilities Recurring $ 19,218 $ — $ — $ 19,218 Warrant liabilities – Series A Recurring 12,189 — — 12,189 Warrant liabilities – Series B Recurring 4,282 — — 4,282 Warrant liabilities 16,471 — — 16,471 Total liabilities measured at fair value $ 35,689 $ — $ — $ 35,689 December 31, 2022 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 18,314 $ — $ — $ 18,314 Total liabilities measured at fair value $ 18,314 $ — $ — $ 18,314 | The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s consolidated balance sheets as of December 31, 2022 and 2021 at fair value on a recurring basis. December 31, 2022 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 18,314 $ — $ — $ 18,314 Total liabilities measured at fair value $ 18,314 $ — $ — $ 18,314 December 31, 2021 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 13,973 $ — $ — $ 13,973 Total liabilities measured at fair value $ 13,973 $ — $ — $ 13,973 |
Schedule of Roll-Forward of the Company’s Level 3 Liabilities | The following table provides a roll -forward Earn-out Warrant Warrant Total SAFE Balance, December 31, 2022 $ — $ — $ — $ — $ 18,314 Additions 99,659 17,459 9,271 26,730 — Change in fair value (61,066 ) (5,271 ) (4,988 ) (10,259 ) 2,353 Converted to equity (19,375 ) — — — (20,667 ) Balance, September 30, 2023 $ 19,218 12,188 4,282 16,471 $ — | The following tables provides a rollforward of the Company’s SAFE Agreement liabilities discussed in Note 8 — SAFE Agreements. December 31, Balance, beginning December 31, 2021 $ 13,973 Additions 4,250 Change in fair value 91 Balance December 31, 2022 $ 18,314 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of the basic and diluted income per share of Class A Common Stock for the period of February 13, 2023 (the Closing Date) to September 30, 2023 (in thousands, except share data): Three Months Nine Months Numerator Net income for the period from February 13, 2023 through September 30, 2023 $ 15,096 $ 16,177 Less: Net loss attributable to redeemable noncontrolling interests for the period from February 13, 2023 through September 30, 2023 (18,555 ) (37,635 ) Net income for the period from February 13, 2023 through September 30, 2023 attributable to the Company $ 33,651 53,812 Less: Cumulative preferred dividends (674 ) (1,657 ) Net income for the period from February 13, 2023 through September 30, 2023 attributable to Class A common shareholders $ 32,977 $ 52,155 Denominator Basic weighted-average shares of Class A common stock outstanding 17,411,217 16,294,029 RSUs and Options 1,016,390 1,342,694 Series A Preferred Stock 5,230,304 3,215,161 Warrants 2,468,334 4,112,524 Diluted weighted-average shares of Class A common stock outstanding 26,126,245 24,964,408 Net income per share of Class A common stock – basic $ 1.89 $ 3.20 Net income per share of Class A common stock – diluted $ 1.29 $ 2.16 | The following table presents net loss per unit and related information: Year Ended December 31, 2022 2021 (in thousands, except per unit data) Basic and diluted: Net loss $ (6,405 ) $ (35,648 ) Weighted-average common shares outstanding 122,501,241 122,500,000 Basic and diluted net loss per unit $ (0.05 ) $ (0.29 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information consists of the following (in thousands): Year Ended 2022 2021 Supplemental cash flow information: Cash paid for interest, net $ 1,013 $ 230 Cash paid for Texas margin tax $ — $ — Accrued capital expenditures $ (38 ) $ — |
Business Description (Details)
Business Description (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||||
Feb. 13, 2023 | Sep. 16, 2022 | Sep. 30, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Description (Details) [Line Items] | ||||||
Business combination, shares of common stock per common unit | 0.5562 | |||||
Cash acquired through reverse recapitalization | $ 34.1 | |||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||
Stock purchase agreement, amount authorized | $ 50 | |||||
Public Warrants [Member] | ||||||
Business Description (Details) [Line Items] | ||||||
Warrant, exercise price | $ 11.5 | |||||
Class A Common Stock [Member] | ||||||
Business Description (Details) [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 05, 2023 USD ($) shares | Feb. 13, 2023 USD ($) | Sep. 16, 2022 USD ($) $ / shares | May 31, 2023 USD ($) $ / shares shares | Feb. 13, 2023 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 25, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Number of operating segment | 1 | ||||||||||||
Number of reportable segment | 1 | ||||||||||||
Federal deposit insurance corporation insurance limits (in Dollars) | $ 250,000,000 | $ 250,000,000 | |||||||||||
Revenue percentage | 10% | 10% | 10% | ||||||||||
Cash and cash equivalents (in Dollars) | $ 40,700,000 | $ 40,700,000 | |||||||||||
Working capital deficit (in Dollars) | 52,000,000 | 52,000,000 | |||||||||||
Proceeds from acquisition of business (in Dollars) | $ 34,100,000 | ||||||||||||
Common stock amount (in Dollars) | $ 50,000,000 | ||||||||||||
Cash (in Dollars) | 12,700,000 | 12,700,000 | |||||||||||
Amount of forward purchase agreement termination (in Dollars) | 16,100,000 | ||||||||||||
Sale of stock, consideration received on transaction (in Dollars) | $ 20,000,000 | ||||||||||||
Prepaid expenses (in Dollars) | $ 5,300,000 | ||||||||||||
Additional paid in capital (in Dollars) | $ 24,400,000 | ||||||||||||
Transaction costs (in Dollars) | 9,400,000 | ||||||||||||
Sale of stock, transaction costs (in Dollars) | $ 1,400,000 | 1,400,000 | |||||||||||
Remaining earn out units fair value (in Dollars) | 19,218,000 | 19,218,000 | |||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||
Recognized change in fair value (in Dollars) | $ (36,036,000) | $ (61,066,000) | |||||||||||
Common stock, issued (in Shares) | shares | 122,505,500 | 122,500,000 | |||||||||||
TaxReceivableAgreementPercentOfCashTaxSavingsRequiredToBePaid | 85% | 85% | |||||||||||
Description of unit split | in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split. | ||||||||||||
Annual goods percentage | 10% | ||||||||||||
Accounts payable balance percentage | 21% | ||||||||||||
Cash and cash equivalents (in Dollars) | $ 25,800,000 | ||||||||||||
Working capital deficit (in Dollars) | 53,500,000 | ||||||||||||
Gross proceeds (in Dollars) | 34,100,000 | ||||||||||||
Counterparty purchase amount (in Dollars) | 50,000,000 | ||||||||||||
Income tax benefit (in Dollars) | $ 605,000 | $ (380,000) | $ 292,000 | $ (25,000) | $ (23,000) | $ 2,000 | |||||||
Vesting term | 5 years | ||||||||||||
Intuitive Machines, LLC [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Remaining earn out units fair value (in Dollars) | $ 99,700,000 | $ 99,700,000 | |||||||||||
Common stock, issued (in Shares) | shares | 68,150,754 | 68,150,754 | |||||||||||
Noncontrolling interest, ownership percentage by parent | 18.80% | 18.80% | |||||||||||
Remaining interest rate | 77.20% | 77.20% | |||||||||||
Intuitive Machines LLC Prior Investors [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Remaining interest rate | 81.20% | 81.20% | |||||||||||
Intuitive Machines, Inc [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Noncontrolling interest, ownership percentage by parent | 22.80% | 22.80% | |||||||||||
Maximum [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Revenue percentage | 30% | 30% | |||||||||||
Accounts payable balance percentage | 17% | ||||||||||||
Minimum [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Revenue percentage | 25% | 25% | |||||||||||
Accounts payable balance percentage | 13% | ||||||||||||
U.S. Federal [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Income tax benefit (in Dollars) | $ 23,000 | ||||||||||||
Income tax expense (in Dollars) | $ 2,000 | ||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Common stock amount (in Dollars) | $ 50,000,000 | ||||||||||||
Common Class A [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in Shares) | shares | 4,705,883 | ||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, issued (in Shares) | shares | 22,237,988 | 22,237,988 | |||||||||||
Class C Common Stock [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Issuance of stock shares (in Shares) | shares | 2,500,000 | 68,140,188 | |||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Fair value (in Dollars) | $ 19,400,000 | ||||||||||||
Common stock, issued (in Shares) | shares | 70,909,012 | 70,909,012 | |||||||||||
Common Class B [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Issuance of stock shares (in Shares) | shares | 10,566 | ||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, issued (in Shares) | shares | 0 | 0 | |||||||||||
Customer One [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Total revenue percentage | 83% | 83% | |||||||||||
Customer One [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 52% | 99% | |||||||||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 29% | ||||||||||||
Customer Two [Member] | Maximum [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Total revenue percentage | 35% | 40% | |||||||||||
Customer Two [Member] | Minimum [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Total revenue percentage | 14% | 30% | |||||||||||
Customer Two [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 65% | 81% | |||||||||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 23% | 35% | |||||||||||
Largest Customer Member [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | |||||||||||||
Intuitive Machines, LLC [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | |||||||||||||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 14% | 14% | |||||||||||
Customer Four [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 13% | ||||||||||||
One major supplier [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Total goods and services purchased | 63% | 42% | |||||||||||
Major suppliers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 10% | ||||||||||||
Supplier One [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 4% | 87% | 23% | 85% | |||||||||
Supplier One [Member] | Accounts Payable Benchmark [Member] | Supplier Concentration Risk [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Concentration risk, percentage | 16% | 21% | |||||||||||
Space Network Solutions, LLC [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Income tax expense (in Dollars) | $ 0 | $ 0 | |||||||||||
Earn-Out Liabilities [Member] | |||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Recognized change in fair value (in Dollars) | $ 61,100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Assets | Sep. 30, 2023 |
Leasehold improvements [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 1 year |
Leasehold improvements [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 7 years |
Vehicles and trailers [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 3 years |
Vehicles and trailers [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 5 years |
Computers and software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 3 years |
Furniture and fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 5 years |
Machinery and equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of asset | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Other Current Liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Financing obligation, current (see Note 6 – Leases) | $ 9,117 | ||
Payroll accruals | 6,159 | 2,117 | |
Income tax payable | 265 | ||
Professional fees accruals | 971 | 3,677 | |
Other accrued liabilities | 6,867 | 267 | |
Other current liabilities | $ 14,262 | $ 15,178 | $ 3,292 |
Business Combination and Rela_2
Business Combination and Related Transactions (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 USD ($) shares | May 31, 2023 shares | Feb. 13, 2023 USD ($) $ / shares shares | Sep. 16, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 shares | Mar. 08, 2023 shares | Feb. 23, 2023 USD ($) $ / shares shares | May 25, 2021 shares | |
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Granted | 550,000 | |||||||||
Earn-out units issued | 10,000,000 | |||||||||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 10.42 | $ 15 | $ 3.65 | $ 10.26 | ||||||
Number of years after closing date | 5 years | |||||||||
Temporary equity, issued | 26,000 | |||||||||
Preferred stock rate percentage | 10% | |||||||||
Tax receivable agreement, percent of cash tax savings required to be paid | 85% | |||||||||
Tax receivable agreement eligibility minimum percent of common units exchanged | 5% | |||||||||
Stock purchase agreement, resale of commitment shares (in Dollars) | $ | $ 1,000 | |||||||||
Recapitalization adjustment (in Dollars) | $ | $ 1,000 | |||||||||
Net proceeds (in Dollars) | $ | 1,000 | |||||||||
Stock purchase agreement, liability (in Dollars) | $ | 650 | |||||||||
Fair value (in Dollars) | $ | $ 1,000 | $ 99,700 | ||||||||
Repurchase of common stock (in Dollars) | $ | $ 12,800 | |||||||||
Preferred Investor Warrants [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Number of shares called by warrants | 541,667 | |||||||||
Series A Cumulative Convertible [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Preferred stock rate percentage | 10% | |||||||||
SeriesAPurchaseAgreement [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Proceeds from issuance of preferred stock and warrants (in Dollars) | $ | $ 26,000 | |||||||||
ForwardPurchaseAgreement [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Stock purchase agreement, redemption price (in Dollars per share) | $ / shares | $ 10.19 | |||||||||
Stock purchase agreement, amount prepaid for repurchase obligation (in Dollars) | $ | $ 25,500 | |||||||||
Stock purchase agreement, shares to be repurchased | 2,500,000 | |||||||||
Stock purchase agreement, transaction fees paid (in Dollars) | $ | $ 750 | |||||||||
Stock purchase agreement, cash returned to company (in Dollars) | $ | $ 12,700 | |||||||||
Stock purchase agreement, gain (loss) on agreement settlement | (in Dollars) | $ | $ 93 | |||||||||
Earnout Units [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Earn-out units, amount that will vest if milestone achieved | 2,500,000 | |||||||||
Triggering Event II-A [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Earn-out units, amount that will vest if milestone achieved | 5,000,000 | |||||||||
Triggering Event II-A [Member] | Minimum [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 15 | |||||||||
Triggering Event II-B [Member] | Maximum [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 17.5 | |||||||||
Triggering Event III [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Earn-out units, amount that will vest if milestone achieved | 2,500,000 | |||||||||
Commitment Shares [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Stock purchase agreement, shares, issued | 95,785 | |||||||||
Class B Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Issuance of stock | 10,566 | |||||||||
Number of votes for each share | 1 | |||||||||
Commitment shares | 10,566 | |||||||||
Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Recapitalization adjustment (in Dollars) | $ | ||||||||||
Class C Common Stock | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Issuance of stock | 2,500,000 | 68,140,188 | ||||||||
Number of votes for each share | 3 | |||||||||
Commitment shares | 68,140,188 | |||||||||
Class C Common Stock | Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Recapitalization adjustment (in Dollars) | $ | ||||||||||
Class A Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Number of shares called by warrants | 541,667 | |||||||||
Proceeds from issuance of preferred stock and warrants (in Dollars) | $ | $ 26,000 | |||||||||
Commitment shares | 100,000 | 5,493,182 | 100,000 | |||||||
Purchase agreement, shares authorized | 1,250,000 | |||||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Issuance of stock | 95,785 | |||||||||
Recapitalization adjustment (in Dollars) | $ | ||||||||||
Class A Common Stock [Member] | Minimum [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Commitment shares | 1 | |||||||||
Class A Common Stock [Member] | Maximum [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Commitment shares | 100,000 | |||||||||
Class A Common Stock [Member] | ForwardPurchaseAgreement [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Authorized but not purchased due to early termination | 1,250,000 | |||||||||
Purchase agreement, shares authorized | 1,250,000 | |||||||||
Class A Common Stock [Member] | Triggering Event II-A [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 15 | |||||||||
Class A Common Stock [Member] | Triggering Event II-B [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Earn-out units, amount that will vest if milestone achieved | 7,500,000 | |||||||||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 15 | |||||||||
Class A Common Stock [Member] | Triggering Event III [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 17.5 | |||||||||
Class A Common Stock [Member] | Commitment Shares [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Stock purchase agreement, shares, issued | 0 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 50 | |||||||||
Temporary equity, issued | 26,000 | 26,000 | ||||||||
Preferred stock rate percentage | 10% | |||||||||
Series A preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
TRA Holders [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Tax receivable agreement, percent of cash tax savings required to be paid | 85% | |||||||||
Intuitive Machines, LLC [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Business combination, consideration transferred (in Dollars) | $ | $ 8,100 | $ 700,000 | ||||||||
Equity interest issued or issuable | 68,155,203 | |||||||||
Granted | 1,874,719 | |||||||||
Earn-out units issued | 10,000,000 | |||||||||
Tax receivable agreement eligibility minimum percent of common units exchanged | 5% | |||||||||
Intuitive Machines, LLC [Member] | Earnout Units [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Earn-out units issued | 10,000,000 | |||||||||
Intuitive Machines, LLC [Member] | Class B Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Common stock reserved for future issuance | 1,873,307 | |||||||||
Intuitive Machines, LLC [Member] | Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Equity interest issued or issuable | 15,015 | |||||||||
Intuitive Machines, LLC [Member] | Class C Common Stock | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Common stock reserved for future issuance | 10,000,000 | |||||||||
Intuitive Machines, LLC [Member] | Class C Common Stock | Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Equity interest issued or issuable | 68,140,188 | |||||||||
Intuitive Machines, LLC [Member] | Class A Common Stock [Member] | ||||||||||
Business Combination and Related Transactions (Details) [Line Items] | ||||||||||
Number of shares called by warrants | 18 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2024 | Feb. 29, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (Details) [Line Items] | |||||||||||
Cost of revenue | $ 7,100 | $ 11,300 | $ 25,100 | $ 33,200 | |||||||
Contract with customer, liability, revenue recognized | 33,400 | 24,600 | |||||||||
Net losses related to contracts | 15,600 | $ 4,500 | 29,200 | $ 6,900 | |||||||
Contracts, variable consideration, constrained amount | 0 | ||||||||||
Contracts, variable consideration, maximum | $ 7,800 | ||||||||||
Long term contract percent complete | 98% | 92% | |||||||||
Contract liabilities | $ 400 | $ 400 | |||||||||
Revenue, remaining performance obligation, amount | $ 69,100 | $ 69,100 | |||||||||
Recognize revenue percentage | 10% | 10% | 10% | ||||||||
Amortization expense | $ 43,300 | $ 45,700 | |||||||||
Revenue recognized | 31,400 | 30,500 | |||||||||
Variable consideration | 0 | 0 | |||||||||
Potential amount | 7,800 | ||||||||||
Changes in contract price | 11,100 | ||||||||||
Estimated contract costs | 11,700 | ||||||||||
Contract anticipated percentage | 100% | ||||||||||
Other current liabilities | $ 14,262 | $ 14,262 | $ 15,178 | 3,292 | |||||||
Remaining performance obligations description | the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $101.4 million. The Company expects to recognize revenue on approximately 80-85% of the remaining performance obligations over the next 12 months, 15-20% recognized in 2024 and the remaining thereafter. Remaining performance obligations do not include variable consideration that was determined to be constrained as of December 31, 2022. | ||||||||||
Commercial Lunar Payload Services Contract One [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Contracts, variable consideration, constrained amount | 0 | ||||||||||
Contracts, variable consideration, maximum | 8,100 | ||||||||||
Loss on contracts | 9,400 | $ 9,300 | |||||||||
Commercial Lunar Payload Services Contract Three [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Contracts, variable consideration, constrained amount | 0 | ||||||||||
Contracts, variable consideration, maximum | 8,400 | ||||||||||
Loss on contracts | $ 5,900 | ||||||||||
Long term contract percent complete | 82% | ||||||||||
Contract liabilities | $ 3,300 | $ 1,900 | |||||||||
Loss on contracts, change in estimated contract costs, reduction of loss | (6,400) | ||||||||||
Commercial Lunar Payload Services Contract Two [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Loss on contracts | $ 12,300 | $ 3,500 | |||||||||
Long term contract percent complete | 55% | 25% | |||||||||
Contract liabilities | $ 8,700 | 7,700 | |||||||||
Contract liabilities, current | $ 600 | 2,200 | |||||||||
Minimum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Recognize revenue percentage | 25% | 25% | |||||||||
Maximum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Recognize revenue percentage | 30% | 30% | |||||||||
Remaining Performance Obligations [Member] | Minimum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Recognize revenue percentage | 65% | 65% | |||||||||
Remaining Performance Obligations [Member] | Maximum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Recognize revenue percentage | 70% | 70% | |||||||||
Second Contract [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Variable consideration | 0 | ||||||||||
Potential amount | $ 8,400 | $ 8,400 | |||||||||
Contract percentage | 32.50% | 4% | |||||||||
Contract anticipated percentage | 100% | 85% | |||||||||
Estimated contract losses | $ 9,900 | $ 18,500 | |||||||||
Third Contract [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Loss on contracts | $ 0 | ||||||||||
Estimated contract costs | $ 6,000 | ||||||||||
Contract percentage | 69.10% | ||||||||||
Contract anticipated percentage | 100% | ||||||||||
Estimated contract losses | $ 1,900 | ||||||||||
Contract [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Contract percentage | 96% | 83% | |||||||||
Other current liabilities | $ 400 | $ 3,900 | |||||||||
Forecast [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Long term contract percent complete | 100% | ||||||||||
Forecast [Member] | Commercial Lunar Payload Services Contract Three [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Long term contract percent complete | 100% | ||||||||||
Cumulative Favorable [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Loss on contracts | 9,300 | ||||||||||
Cumulative Unfavorable Changes [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Loss on contracts | 31,500 | ||||||||||
Potential amount | 8,100 | ||||||||||
Favorable [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Estimated contract costs | $ 4,700 | ||||||||||
Unfavorable Changes [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Estimated contract costs | $ 19,300 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of Disaggregate Revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue by Contract Type | ||||
Total | $ 12,731 | $ 10,271 | $ 48,960 | $ 47,959 |
Total (percent) | 100% | 100% | 100% | 100% |
Fixed Price [Member] | ||||
Revenue by Contract Type | ||||
Total | $ 10,259 | $ 9,250 | $ 42,803 | $ 43,802 |
Total (percent) | 81% | 90% | 87% | 91% |
Time and Materials [Member] | ||||
Revenue by Contract Type | ||||
Total | $ 2,472 | $ 1,021 | $ 6,157 | $ 4,157 |
Total (percent) | 19% | 10% | 13% | 9% |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of Contract Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Contract Assets | ||
Deferred contract costs | $ 549 | $ 6,633 |
Unbilled receivables | 1,456 | 346 |
Total | $ 2,005 | $ 6,979 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of Contract Liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Contract liabilities – current | ||
Deferred revenue | $ 28,281 | $ 39,831 |
Contract loss provision | 12,617 | 10,120 |
Accrued launch costs | 8,781 | 6,705 |
Total contract liabilities – current | 49,679 | 56,656 |
Contract liabilities – long-term | ||
Contract loss provision | 566 | 2,188 |
Total contract liabilities – long-term | 566 | 2,188 |
Total contract liabilities | $ 50,245 | $ 58,844 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Line Items] | ||||||
Depreciation | $ 329 | $ 276 | $ 944 | $ 783 | $ 1,072 | $ 840 |
Property and equipment, net | 17,503 | 17,503 | 21,176 | 5,849 | ||
Construction in progress | 247 | 33 | ||||
Depreciation | 1,100 | 800 | ||||
Property and equipment net book value | 20,300 | $ 4,700 | ||||
Construction costs | 10,300 | |||||
Leases cost | 7,300 | |||||
Asset Pledged as Collateral [Member] | ||||||
Property and Equipment, Net [Line Items] | ||||||
Property and equipment, net | 16,700 | 16,700 | $ 20,300 | |||
Fabrication Of Commercial Communications Satellite [Member] | ||||||
Property and Equipment, Net [Line Items] | ||||||
Construction in progress | 12,100 | 12,100 | ||||
Construction in Progress [Member] | ||||||
Property and Equipment, Net [Line Items] | ||||||
Interest costs capitalized | $ 279 | $ 62 | $ 658 | $ 130 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 21,364 | $ 24,098 | $ 7,972 |
Less: accumulated depreciation and amortization | (3,861) | (2,922) | (2,123) |
Property and equipment, net | 17,503 | 21,176 | 5,849 |
Leasehold improvements [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 1,544 | 1,544 | 1,527 |
Vehicles and trailers [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 129 | 129 | 129 |
Computers and software [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 2,210 | 1,673 | 1,306 |
Furniture and fixtures [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 835 | 794 | 766 |
Machinery and equipment [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 2,412 | 2,211 | 1,962 |
Construction in progress [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 14,234 | $ 17,747 | $ 2,282 |
Leases (Details)
Leases (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 | |
Leases (Details) [Line Items] | |||||
Number of finance leases | 0 | ||||
Number of real estate leases | 8 | ||||
Property and equipment, gross | $ 21,364,000 | $ 24,098,000 | $ 7,972,000 | ||
Lessee, ground lease, number of optional renewal periods | 4 years | ||||
Operating lease right-of-use assets | $ 36,575,000 | 4,829,000 | 1,829,000 | ||
Present value of lease liabilities | 32,031,000 | 5,803,000 | 2,885,000 | ||
Derecognized amount | 30,400,000 | ||||
Capitalized construction | 30,400,000 | 10,300,000 | |||
Received amount | 5,600,000 | ||||
Construction of the asset | 10,100,000 | ||||
Other current liabilities | 14,262,000 | 15,178,000 | 3,292,000 | ||
Current operating lease liabilities. | $ 6,249,000 | $ 725,000 | 514,000 | ||
Lease terms | 8 months | ||||
Reimburse | 40,000,000 | ||||
Corresponding financing obligation | $ 9,100,000 | ||||
Lease agreement term | 229 years | 20 years | 46 years | ||
Optional renewal periods | 5 years | ||||
Right-of-use assets and corresponding lease liabilities | $ 3,100,000 | ||||
Leasehold improvement costs | 10,300,000 | 0 | |||
Lunar Operations Center [Member] | |||||
Leases (Details) [Line Items] | |||||
Amount of lease costs able to be reimbursed | $ 40,000,000 | ||||
Lessee, ground lease, term of contract | 20 years | ||||
Lessee, ground lease, term of renewal period | 5 years | ||||
Sale and leaseback transaction, gain (loss), net | $ 0 | ||||
Operating lease right-of-use assets | 2,900,000 | $ 3,100,000 | |||
Present value of lease liabilities | $ 3,200,000 | ||||
Maximum [Member] | |||||
Leases (Details) [Line Items] | |||||
Lease term | 250 years | ||||
Lease terms | 250 months | ||||
Minimum [Member] | |||||
Leases (Details) [Line Items] | |||||
Lease terms | 16 months | ||||
Operating Lease Liabilities [Member] | |||||
Leases (Details) [Line Items] | |||||
Operating lease right-of-use assets | $ 32,300,000 | ||||
Present value of lease liabilities | 26,700,000 | ||||
Other current liabilities | 5,600,000 | ||||
Current operating lease liabilities. | 4,500,000 | ||||
Construction in Progress [Member] | |||||
Leases (Details) [Line Items] | |||||
Property and equipment, gross | 14,234,000 | $ 17,747,000 | $ 2,282,000 | ||
Construction in Progress [Member] | Lunar Operations Center [Member] | |||||
Leases (Details) [Line Items] | |||||
Property and equipment, gross | $ 10,300,000 | $ 9,100,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Expense Abstract | ||||||
Operating lease cost | $ 234 | $ 184 | $ 690 | $ 456 | $ 721 | $ 478 |
Short-term lease cost | 145 | |||||
Total lease cost | $ 234 | $ 184 | $ 835 | $ 456 | $ 721 | $ 478 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Supplemental Cash Flow Information Related to Operating Leases - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Cash flow from operating activities | $ 634 | $ 574 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 32,285 | |||
Weighted average lease term (months) | 229 years | 46 years | 20 years | |
Weighted average discount rate | 6.10% | 5.90% | 5.70% | 6% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Future Undiscounted Cash Flows for Operating Leases - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |||
Remainder of 2023 | $ 547 | ||
2024 | 1,993 | $ 858 | |
2025 | 1,867 | 916 | |
2026 | 1,829 | 768 | |
2027 | 1,366 | 706 | |
Thereafter | 58,151 | ||
Total undiscounted lease payments | 65,753 | 9,148 | |
Less: imputed interest | 32,598 | 3,345 | |
Present value of lease liabilities | 33,155 | 5,803 | |
Plus: construction costs to be funded by the Company | 4,494 | ||
Less: reimbursable construction costs from the lessor | (5,618) | ||
Total operating lease liabilities | $ 32,031 | $ 5,803 | $ 2,885 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 14, 2024 | Nov. 14, 2023 | Aug. 15, 2023 | Jul. 14, 2023 | Jul. 14, 2022 | Dec. 03, 2021 | Apr. 04, 2021 | Dec. 08, 2020 | Dec. 08, 2020 | Apr. 07, 2020 | Dec. 12, 2019 | Oct. 31, 2023 | Aug. 24, 2021 | Apr. 30, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 03, 2023 | |
Debt (Details) [Line Items] | ||||||||||||||||||
Short-term debt interest rate | 10.10% | 6.55% | ||||||||||||||||
Weighted-average interest rate | 6.55% | 5.25% | ||||||||||||||||
Credit mobilization facility | $ 1,000,000 | $ 12,000,000 | $ 12,000,000 | $ 20,000,000 | $ 12,000,000 | |||||||||||||
Outstanding loans | $ 400,000 | $ 1,000,000 | ||||||||||||||||
Line of credit rate | 6% | 6% | 6% | |||||||||||||||
Line of credit variable rate | 2% | |||||||||||||||||
Credit facility line of credit, description | we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2% and (b) 5%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. | |||||||||||||||||
Outstanding loans | $ 100,000 | |||||||||||||||||
Live Oak Loan Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 6% | |||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Loan proceeds | $ 1,800,000 | $ 1,800,000 | ||||||||||||||||
First Insurance Funding [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit rate | 5.90% | |||||||||||||||||
Loan proceeds | $ 100,000 | $ 100,000 | ||||||||||||||||
Live Oak Loan Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 6% | |||||||||||||||||
Live Oak Loan Agreement [Member] | Prime Rate [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 2% | |||||||||||||||||
Secured Debt [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 12 | |||||||||||||||||
Secured Debt [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | Maximum [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | |||||||||||||||||
Secured Debt [Member] | Live Oak Second Amended And Restated Loan Agreement Facility One [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | $ 8 | ||||||||||||||||
Deferred principal payment | 8,000,000 | |||||||||||||||||
Secured Debt [Member] | Subsequent Event [Member] | Live Oak Second Amended And Restated Loan Agreement Facility One [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Principal payment | $ 8,000,000 | |||||||||||||||||
Restated Loan Agreement [Member] | Secured Debt [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | $ 12,000,000 | ||||||||||||||||
Long-term debt | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||
Restated Loan Agreement [Member] | Secured Debt [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | Maximum [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 5% | |||||||||||||||||
Restated Loan Agreement [Member] | Secured Debt [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | Minimum [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 2% | |||||||||||||||||
Restated Loan Agreement [Member] | Secured Debt [Member] | Forecast [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Principal payment | $ 3,900,000 | $ 4,000,000 | $ 8,000,000 | $ 4,100,000 | ||||||||||||||
Live Oak Loan Agreement [Member] | Secured Debt [Member] | Line of Credit [Member] | Minimum [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 1,000,000 | |||||||||||||||||
Live Oak Loan Agreement [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 400,000 | $ 400,000 | $ 1,000,000 | |||||||||||||||
Facility One [Member] | Restated Loan Agreement [Member] | Secured Debt [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 8,000,000 | |||||||||||||||||
Facility One [Member] | Restated Loan Agreement [Member] | Secured Debt [Member] | Forecast [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | |||||||||||||||||
Facility Two [Member] | Restated Loan Agreement [Member] | Secured Debt [Member] | Live Oak Loan Agreement [Member] | Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 |
Debt (Details) - Schedule of Lo
Debt (Details) - Schedule of Long-Term Debt Instruments - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Long Term Debt Instruments [Abstract] | |||
Credit Mobilization Facility | $ 20,000 | $ 20,000 | $ 12,000 |
Less: deferred financing costs | (18) | (39) | |
Less: current maturities | (19,982) | (16,098) | |
Long-term debt, net of current maturities | $ 3,863 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||||||
Income tax (expense) benefit (in Dollars) | $ 605 | $ (380) | $ 292 | $ (25) | $ (23) | $ 2 |
Effective tax rates | 3.90% | 3.10% | 2.70% | 0.10% | (0.36%) | 0.01% |
Percent of cash tax savings required to be paid | 85% | 85% | ||||
Research and development description | Research and development expenses must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S. Although Congress is considering legislation that would defer the amortization requirement to later years, it is not certain that the provision will be repealed or otherwise modified | |||||
Corporate alternative minimum tax | 15% | |||||
Excise tax percentage | 1% | |||||
U.S. statutory tax rate | 21% | 21% | ||||
Federal net operating loss carryforwards (in Dollars) | $ 787 |
Mezzanine Equity and Equity (De
Mezzanine Equity and Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |||||
Sep. 05, 2023 | Sep. 16, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 25, 2021 | |
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Common stock, outstanding | 122,505,500 | 122,500,000 | |||||
Earn-out units issued | 10,000,000 | ||||||
Sale of stock, consideration received on transaction (in Dollars) | $ 20 | ||||||
Sale of stock, transaction costs (in Dollars) | $ 1.4 | $ 1.4 | |||||
Stakeholder, percent | 5% | ||||||
Stock held registration statement, description | Stock held of record as of August 30, 2023 or acquired of record thereafter from August 30, 2023 until (i) with respect to 50% of such securities, 30 days after the date that the registration statement relating to the securities that were issued and sold in the Private Placement (the “Resale Registration Statement”) has been declared effective by the SEC and (ii) with respect to the remaining 50% of such securities, until 60 days after the effective date of the Resale Registration Statement, subject, in each case, to limited exceptions. The lock-up parties other than Mr. Blitzer agreed not to transfer shares of Class A Common Stock or any securities convertible, exchangeable or exercisable into shares of Class A Common Stock beneficially owned as of August 30, 2023 or with respect to which beneficial ownership is acquired thereafter from August 30, 2023 until 60 days after the effective date of the Resale Registration Statement, subject, in each case, to limited exceptions. The Resale Registration Statement was declared effective on September 29, 2023. | ||||||
Preferred stock dividend rate | 10% | ||||||
Preferred stock conversion price, per share (in Dollars per share) | $ 5.1 | ||||||
Intuitive Machines, LLC [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 77.20% | ||||||
Intuitive Machines LLC Prior Investors [Member] | Intuitive Machines, LLC [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 77.20% | ||||||
Series A Warrants [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Warrant, exercise price (in Dollars per share) | $ 4.75 | ||||||
Series A Warrants [Member] | Warrant [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 4,705,883 | ||||||
Class A Common Stock [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Common stock, outstanding | 20,987,988 | ||||||
Common stock, issued | 100,000 | 5,493,182 | 100,000 | ||||
Stock issued conversion of SAFE agreement | 2,066,667 | ||||||
Sale of stock, number of shares issued in transaction | 4,705,883 | ||||||
Number of votes for each share | one | ||||||
Class A Common Stock [Member] | Warrant [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 4,705,883 | ||||||
Class A Common Stock [Member] | Sponsor [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Common stock, outstanding | 8,243,750 | ||||||
Class A Common Stock [Member] | Series A Warrants [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Warrant, exercise price (in Dollars per share) | $ 4.75 | ||||||
Class B Common Stock [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Common stock, outstanding | 0 | ||||||
Common stock, issued | 10,566 | ||||||
Number of votes for each share | one | ||||||
Class C Common Stock [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Common stock, outstanding | 70,909,012 | ||||||
Common stock, issued | 68,140,188 | ||||||
Number of votes for each share | three | ||||||
Series A Preferred Stock [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Preferred stock dividend rate | 10% | ||||||
Preferred stock conversion price, per share (in Dollars per share) | $ 12 | ||||||
Series A Preferred Stock [Member] | Intuitive Machines, LLC [Member] | |||||||
Mezzanine Equity and Equity (Details) [Line Items] | |||||||
Preferred stock issued | 26,000 |
Mezzanine Equity and Equity (_2
Mezzanine Equity and Equity (Details) - Schedule of Capital Stock - $ / shares | Sep. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | Sep. 16, 2022 | Dec. 31, 2021 |
Mezzanine Equity and Equity (Details) - Schedule of Capital Stock [Line Items] | |||||
Common Stock, Par Value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |||
Common Stock, Issued | 122,505,500 | 122,500,000 | |||
Common Stock, Outstanding | 122,505,500 | 122,500,000 | |||
Total shares, Authorized | 725,000,000 | ||||
Total shares, Issued | 93,173,000 | ||||
Total shares, Treasury Stock | (1,250,000) | ||||
Total shares, Outstanding | 91,923,000 | ||||
Class A Common Stock [Member] | |||||
Mezzanine Equity and Equity (Details) - Schedule of Capital Stock [Line Items] | |||||
Common Stock, Par Value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common Stock, Authorized | 500,000,000 | ||||
Common Stock, Issued | 22,237,988 | ||||
Common Stock,Treasury Stock | (1,250,000) | ||||
Common Stock, Outstanding | 20,987,988 | ||||
Class B Common Stock [Member] | |||||
Mezzanine Equity and Equity (Details) - Schedule of Capital Stock [Line Items] | |||||
Common Stock, Par Value (in Dollars per share) | $ 0.0001 | ||||
Common Stock, Authorized | 100,000,000 | ||||
Common Stock, Issued | 0 | ||||
Common Stock,Treasury Stock | |||||
Common Stock, Outstanding | 0 | ||||
Class C Common Stock [Member] | |||||
Mezzanine Equity and Equity (Details) - Schedule of Capital Stock [Line Items] | |||||
Common Stock, Par Value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common Stock, Authorized | 100,000,000 | ||||
Common Stock, Issued | 70,909,012 | ||||
Common Stock,Treasury Stock | |||||
Common Stock, Outstanding | 70,909,012 | ||||
Series A Preferred Stock [Member] | |||||
Mezzanine Equity and Equity (Details) - Schedule of Capital Stock [Line Items] | |||||
Preferred Stock, Par Value (in Dollars per share) | $ 0.0001 | ||||
Preferred Stock, Authorized | 25,000,000 | ||||
Preferred Stock, Issued | 26,000 | ||||
Preferred Stock, Treasury Stock | |||||
Preferred Stock, Outstanding | 26,000 |
Warrants and Safe Agreements (D
Warrants and Safe Agreements (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 05, 2023 $ / shares | Feb. 14, 2023 $ / shares | Feb. 13, 2023 $ / shares shares | |
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Business acquisition, warrants assumed | 23,332,500 | ||||||||
Period before warrants become exercisable | 30 days | ||||||||
Warrant term | 5 years | 5 years | |||||||
Redemption price | 0.01 | 0.01 | |||||||
Period in which stock must reach mandatory closing price | 20 days | ||||||||
Maximum period in which stock can reach mandatory closing price | 30 days | ||||||||
Period for prior written notice before redemption | 30 days | ||||||||
Number of business days notice prior to notice being sent | 3 days | ||||||||
Warrants exercised (in Dollars) | $ | $ 16,124 | ||||||||
Warrant exercisable | 4,705,883 | 4,705,883 | |||||||
Common stock exercise price (in Dollars per share) | $ / shares | $ 4.75 | $ 4.75 | $ 10 | ||||||
Initial fair value (in Dollars) | $ | $ 9,300 | $ 9,300 | |||||||
Aggregate gross proceeds (in Dollars) | $ | 20,000 | ||||||||
Loss on issuance of securities (in Dollars) | $ | $ (6,729) | (6,729) | |||||||
Warrant liabilities (in Dollars) | $ | $ (10,259) | ||||||||
Number of SAFE agreements | 6 | ||||||||
Simple agreements for future equity (in Dollars) | $ | $ 18,300 | $ 20,700 | $ 18,314 | ||||||
SAFE agreements (in Dollars) | $ | $ 2,400 | ||||||||
Common Class A [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Closing price required to redeem warrants | 18 | ||||||||
Common stock exercise price (in Dollars per share) | $ / shares | $ 4.75 | $ 4.75 | |||||||
Series A Preferred Warrants [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrant exercise price (in Dollars per share) | $ / shares | 11.5 | ||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 706,522 | ||||||||
Public Warrants [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrant, exercise price (in Dollars per share) | $ / shares | $ 11.5 | ||||||||
Warrants outstanding | 16,487,500 | ||||||||
Period before warrants can be transferred or sold | 30 days | ||||||||
Warrants exercised | 1,402,106 | ||||||||
Private Warrants [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrants outstanding | 6,845,000 | ||||||||
Series A Preferred Warrants [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrant, exercise price (in Dollars per share) | $ / shares | $ 15 | $ 15 | |||||||
Warrants outstanding | 541,667 | 541,667 | |||||||
Warrant term | 5 years | 5 years | |||||||
Warrants exercised | 0 | ||||||||
Series A Preferred Warrants [Member] | Common Class A [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Number of securities called by each warrant or right | 1 | 1 | |||||||
Series A Warrants [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrant, exercise price (in Dollars per share) | $ / shares | $ 4.75 | ||||||||
Series A Warrants [Member] | Common Class A [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrant, exercise price (in Dollars per share) | $ / shares | $ 4.75 | ||||||||
Warrant exercisable | 4,705,883 | 4,705,883 | |||||||
Series A [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Initial fair value (in Dollars) | $ | $ 17,500 | $ 17,500 | |||||||
Warrant decreased (in Dollars) | $ | 12,200 | ||||||||
Series B [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrant decreased (in Dollars) | $ | $ 4,300 | ||||||||
Intuitive Machines, LLC [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Warrant, exercise price (in Dollars per share) | $ / shares | $ 11.5 | ||||||||
Intuitive Machines, LLC [Member] | Common Class A [Member] | |||||||||
Warrants and Safe Agreements (Details) [Line Items] | |||||||||
Number of securities called by each warrant or right | 1 | ||||||||
Conversion of SAFE Agreements | 2,066,667 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | May 25, 2021 | |
Share-Based Compensation (Details) [Line Items] | ||||||
Adjusted conversion ratio (in Dollars per share) | $ 0.5562 | |||||
Share-Based Payment Arrangement, Expense | $ 145,000 | $ 385,000 | ||||
RSUs typically vest over period | 8 years 8 months 12 days | |||||
Pursuant shares (in Shares) | 6,125,000 | |||||
Estimated unrecognized | $ 1,600,000 | |||||
Weighted average period | 1 year 10 months 24 days | |||||
A2021 Unit Option Plan [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Unrecognized compensation costs | $ 1,000,000 | $ 1,000,000 | ||||
Minimum [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
RSUs typically vest over period | 1 year | |||||
Maximum [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
RSUs typically vest over period | 4 years | |||||
Class B Common Stock [Member] | A2021 Unit Option Plan [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Units reserved for issuance (in Shares) | 1,474,150 | 1,474,150 | ||||
Class A Common Stock [Member] | Omnibus Incentive2023 Plan [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Units reserved for issuance (in Shares) | 12,706,811 | 12,706,811 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Share-Based Payment Arrangement, Expense | $ 173,000 | $ 658,000 | ||||
Share-Based Payment Arrangement, Option [Member] | A2021 Unit Option Plan [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Units reserved for issuance (in Shares) | 6,125,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Share-Based Payment Arrangement, Expense | $ 1,400 | $ 2.1 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of Summary of the Option Activity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation (Details) - Schedule of Summary of the Option Activity [Line Items] | ||
Number of Options Outstanding, Beginning Balance | 1,865,094 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 2.93 | |
Weighted Average Remaining Contractual Term (Years) Outstanding Beginning Balance | 8 years 10 months 24 days | 6 years 4 months 24 days |
Aggregate Intrinsic Value (000’s) Outstanding, Beginning Balance | ||
Number of Options, Granted | 550,000 | |
Weighted Average Exercise Price, Granted | $ 4.81 | |
Weighted Average Remaining Contractual Term (Years), Granted | 9 years 10 months 24 days | |
Aggregate Intrinsic Value (000’s), Granted | ||
Number of Options, Exercised | (326,256) | (5,500) |
Weighted Average Exercise Price, Exercised | $ 1.8 | |
Weighted Average Remaining Contractual Term (Years), Exercised | 8 years 8 months 12 days | |
Aggregate Intrinsic Value (000’s), Exercised | ||
Number of Options, Forfeited | (64,688) | (234,500) |
Weighted Average Exercise Price, Forfeited | $ 1.8 | $ 0.3 |
Weighted Average Remaining Contractual Term (Years), Forfeited | 8 years 8 months 12 days | |
Aggregate Intrinsic Value, Forfeited | ||
Number of Options, Ending Balance | 1,474,150 | 1,865,094 |
Weighted Average Exercise Price, Ending Balance | $ 3.22 | $ 2.93 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 7 years 5 months 8 days | 8 years 10 months 24 days |
Aggregate Intrinsic Value (000’s), Ending Balance | $ 2,920,545,000 | |
Number of Options, Exercisable during period | 630,649 | 1,195,550 |
Weighted Average Exercise Price, Exercisable during period | $ 2.47 | $ 1 |
Weighted Average Remaining Contractual Term (Years), Exercisable during period | 6 years 7 months 20 days | 8 years 8 months 15 days |
Aggregate Intrinsic Value (000’s), Exercisable during period | $ 1,423,668,000 | $ 4,543,090 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of Weighted-Average Grant-Date Fair Value of Unit Options - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted - Average Grant Date Fair Value, Non-vested at Begining | $ 1.01 | $ 0.3 |
Weighted - Average Grant Date Fair Value, Granted | 4.81 | |
Weighted - Average Grant Date Fair Value, Vested | 1.03 | |
Weighted - Average Grant Date Fair Value, Forfeited | 0.54 | 1 |
Weighted - Average Grant Date Fair Value, Non-vested at Ending | $ 1.99 | $ 1.01 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of RSU Activity - RSU [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation (Details) - Schedule of RSU Activity [Line Items] | |
Number of Units, Beginning | shares | |
Weighted Average Grant Date Fair Value, Beginning | $ / shares | |
Number of Units, Granted | shares | 1,683,690 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 7.41 |
Number of Units, Vested | shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Number of Units, Forfeited | shares | (14,165) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 7.56 |
Number of Units, Ending | shares | 1,669,525 |
Weighted Average Grant Date Fair Value, Ending | $ / shares | $ 7.41 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||||||
Sep. 05, 2023 | Feb. 13, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Feb. 23, 2023 | Sep. 16, 2022 | |
Fair Value Measurements (Details) [Line Items] | ||||||||
Stock price (in Dollars per share) | $ 10.42 | $ 3.65 | $ 10.26 | $ 15 | ||||
Dividend percentage | 0% | 0% | ||||||
Risk-free rate | 3.93% | 4.56% | 0.10% | |||||
Expected volatility percentage | 100% | 85% | 45% | |||||
Fair value liabilities (in Dollars) | $ 99.7 | $ 1 | ||||||
Contract assumed percentage | 60% | |||||||
Liquidity percentage | 50% | |||||||
Probability of dissolution event percentage | 5% | 5% | ||||||
Volatility rate | 65% | |||||||
Discount rate | 18.70% | |||||||
Equity financing term | 6 months | 6 months | ||||||
Liquidity event term | 1 year | |||||||
Dissoution events term | 2 years | |||||||
Fair value (in Dollars) | $ 20.7 | |||||||
Shares issued (in Shares) | 122,505,500 | 122,505,500 | ||||||
Price per share (in Dollars per share) | $ 10 | $ 4.75 | ||||||
Probability of equity financing percentage | 0% | 45% | ||||||
Probability of liquidity percentage | 95% | 50% | ||||||
Discount rate percentage | 16.40% | 9.60% | ||||||
Liquidity event term | 3 months | 1 year | ||||||
Dissolution events term | 1 year | 2 years | ||||||
Volatility percentage | 65% | |||||||
Class A Common Stock [Member] | ||||||||
Fair Value Measurements (Details) [Line Items] | ||||||||
Shares issued (in Shares) | 2,066,667 | |||||||
Price per share (in Dollars per share) | 4.75 | |||||||
Warrant Liabilities Series A [Member] | ||||||||
Fair Value Measurements (Details) [Line Items] | ||||||||
Stock price (in Dollars per share) | $ 4.96 | $ 3.65 | ||||||
Dividend percentage | 0% | 0% | ||||||
Risk-free rate | 4.37% | 4.60% | ||||||
Expected volatility percentage | 90% | 91% | ||||||
Fair value liabilities (in Dollars) | $ 17.5 | |||||||
Warrant liabilities Series B [Member] | ||||||||
Fair Value Measurements (Details) [Line Items] | ||||||||
Stock price (in Dollars per share) | $ 4.96 | $ 3.65 | ||||||
Dividend percentage | 0% | 0% | ||||||
Risk-free rate | 5.18% | 5.27% | ||||||
Expected volatility percentage | 76% | 67% | ||||||
Fair value liabilities (in Dollars) | $ 9.3 | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Fair Value Measurements (Details) [Line Items] | ||||||||
Equity percentage | 45% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Shedule of Fair Value of Assets and Liabilities - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Liabilities | |||
Earn-out liabilities | $ 19,218 | ||
Warrant liabilities | 16,471 | ||
Total liabilities measured at fair value | 18,314 | 35,689 | 18,314 |
Liabilities | |||
SAFE Agreement liabilities | 18,300 | 20,700 | 18,314 |
Warrant Liabilities Series A [Member] | |||
Liabilities | |||
Warrant liabilities | 12,189 | ||
Warrant Liabilities Series B [Member] | |||
Liabilities | |||
Warrant liabilities | 4,282 | ||
Level 1 [Member] | |||
Liabilities | |||
Earn-out liabilities | |||
Warrant liabilities | |||
Total liabilities measured at fair value | |||
Liabilities | |||
SAFE Agreement liabilities | |||
Level 1 [Member] | Warrant Liabilities Series A [Member] | |||
Liabilities | |||
Warrant liabilities | |||
Level 1 [Member] | Warrant Liabilities Series B [Member] | |||
Liabilities | |||
Warrant liabilities | |||
Level 2 [Member] | |||
Liabilities | |||
Earn-out liabilities | |||
Warrant liabilities | |||
Total liabilities measured at fair value | |||
Liabilities | |||
SAFE Agreement liabilities | |||
Level 2 [Member] | Warrant Liabilities Series A [Member] | |||
Liabilities | |||
Warrant liabilities | |||
Level 2 [Member] | Warrant Liabilities Series B [Member] | |||
Liabilities | |||
Warrant liabilities | |||
Level 3 [Member] | |||
Liabilities | |||
Earn-out liabilities | 19,218 | ||
Warrant liabilities | 16,471 | ||
Total liabilities measured at fair value | $ 18,314 | 35,689 | 18,314 |
Liabilities | |||
SAFE Agreement liabilities | $ 18,314 | ||
Level 3 [Member] | Warrant Liabilities Series A [Member] | |||
Liabilities | |||
Warrant liabilities | 12,189 | ||
Level 3 [Member] | Warrant Liabilities Series B [Member] | |||
Liabilities | |||
Warrant liabilities | $ 4,282 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Roll-Forward of the Company’s Level 3 Liabilities $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, December 31, 2022 | |
Additions | 26,730 |
Change in fair value | (10,259) |
Converted to equity | |
Balance, September 30, 2023 | 16,471 |
Earn-out liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, December 31, 2022 | |
Additions | 99,659 |
Change in fair value | (61,066) |
Converted to equity | (19,375) |
Balance, September 30, 2023 | 19,218 |
Warrant Liabilities Series A [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, December 31, 2022 | |
Additions | 17,459 |
Change in fair value | (5,271) |
Converted to equity | |
Balance, September 30, 2023 | 12,188 |
Warrant liabilities Series B [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, December 31, 2022 | |
Additions | 9,271 |
Change in fair value | (4,988) |
Converted to equity | |
Balance, September 30, 2023 | 4,282 |
SAFE Agreement liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, December 31, 2022 | 18,314 |
Additions | |
Change in fair value | 2,353 |
Converted to equity | (20,667) |
Balance, September 30, 2023 |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Income Per Share (Details) [Line Items] | ||||
Weighted-average number of units outstanding | 122,501,241 | 122,500,000 | ||
Warrant [Member] | ||||
Net Income Per Share (Details) [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 22,500,000 | |||
Earn Out Units [Member] | ||||
Net Income Per Share (Details) [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 7,500,000 | 7,500,000 |
Net Income Per Share (Details)
Net Income Per Share (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Numerator | ||||||||
Net loss for the period from February 13, 2023 through March 31, 2023 | $ 15,096 | $ 16,177 | ||||||
Less: Net loss attributable to redeemable noncontrolling interests for the period from February 13, 2023 through September 30, 2023 | (18,555) | (37,635) | ||||||
Net income for the period from February 13, 2023 through September 30, 2023 attributable to the Company | 33,651 | 53,812 | ||||||
Less: Cumulative preferred dividends | (674) | (1,657) | ||||||
Net income for the period from February 13, 2023 through September 30, 2023 attributable to Class A common shareholders | $ 32,977 | $ 52,155 | ||||||
Denominator | ||||||||
Basic weighted-average shares of Class A common stock outstanding | 17,411,217 | 16,294,029 | 122,501,241 | 122,500,000 | ||||
RSUs and Options | 1,016,390 | 1,342,694 | ||||||
Series A Preferred Stock | 5,230,304 | 3,215,161 | ||||||
Warrants | 2,468,334 | 4,112,524 | ||||||
Diluted weighted-average shares of Class A common stock outstanding | 26,126,245 | 24,964,408 | 122,501,241 | 122,500,000 | ||||
Net income per share of Class A common stock – basic | $ 1.89 | [1] | $ 3.2 | [1] | $ (0.05) | $ (0.29) | ||
Net income per share of Class A common stock – diluted | $ 1.29 | [1] | $ 2.16 | [1] | $ (0.05) | $ (0.29) | ||
[1]As a result of the Business Combination (as defined herein), the capital structure has changed and income per share information is only presented after the Closing Date (as defined herein) of the Business Combination, for the period from February 13, 2023 through September 30, 2023. See Note 3 — Business Combination and Related Transactions and Note 13 — Net Income per Share for additional information. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 12, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 12, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Revenue | $ 12,731 | $ 10,271 | $ 48,960 | $ 47,959 | ||||
Accounts payable | 9,675 | 9,675 | $ 6,081 | $ 2,658 | ||||
Revenue | 1,600 | 800 | ||||||
Accounts receivable related parties | 800 | 300 | ||||||
Other expenses | 2,100 | 300 | ||||||
Affiliate revenue payable related to engineering services | 400 | 200 | ||||||
Accounts Receivable [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Revenue | 200 | 800 | ||||||
ASES [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Revenue | 300 | 800 | ||||||
KBR, Inc. [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Affiliate revenue payable related to engineering services | 1,900 | 1,300 | ||||||
Ownership rate | 10% | |||||||
Accounts receivables | 300 | 200 | ||||||
X Energy, LLC [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Affiliate accounts payable related to energy expenses | 100 | 0 | ||||||
Penumbra, LLC [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Expenses with related to management fees | 100 | $ 200 | ||||||
Related Party [Member] | Axiom Space Inc [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Revenue | 100 | 200 | 200 | 1,600 | ||||
Related Party [Member] | IBX, LLC [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Management fee expense | 200 | 100 | 800 | 1,600 | ||||
Accounts payable | 1,100 | 1,100 | 400 | |||||
Related Party [Member] | KBR, Inc. [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Revenue | 900 | 500 | 2,300 | 1,400 | ||||
Accounts receivable | 700 | 700 | 300 | |||||
Related Party [Member] | X-energy, LLC [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Accounts payable | $ 200 | $ 200 | $ 100 | |||||
Related Party [Member] | Penumbra, LLC [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
License fee expense | $ 27 | $ 94 | ||||||
Affiliated Entity [Member] | S N S [Member] | KBR, Inc. [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Equity ownership percentage | 10% |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity (Details) [Line Items] | ||||
Total assets (in Dollars) | $ 102,973 | $ 67,004 | $ 43,449 | |
Total liabilities (in Dollars) | 162,948 | $ 124,623 | $ 95,293 | |
S N S [Member] | ||||
Variable Interest Entity (Details) [Line Items] | ||||
Total assets (in Dollars) | 247 | |||
Total liabilities (in Dollars) | $ 17 | |||
IX, LLC Joint Venture [Member] | ||||
Variable Interest Entity (Details) [Line Items] | ||||
Interest percentage | 51% | 51% | ||
Total assets (in Dollars) | $ 1,500 | $ 1,300 | ||
Total liabilities (in Dollars) | $ 1,300 | |||
IX, LLC Joint Venture [Member] | X-Energy [Member] | ||||
Variable Interest Entity (Details) [Line Items] | ||||
Interest percentage | 49% | |||
IX, LLC Joint Venture [Member] | X-energy, LLC [Member] | ||||
Variable Interest Entity (Details) [Line Items] | ||||
Interest percentage | 49% | |||
S N S [Member] | ||||
Variable Interest Entity (Details) [Line Items] | ||||
Interest percentage | 90% | |||
Variable interest entity profits interest percent. | 47% | |||
S N S [Member] | KBR [Member] | ||||
Variable Interest Entity (Details) [Line Items] | ||||
Interest percentage | 10% | |||
Variable interest entity profits interest percent. | 53% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of assets | Dec. 31, 2022 |
Leasehold improvements [Member] | Minimum [Member] | |
Asset | |
Useful Life | 1 year |
Leasehold improvements [Member] | Maximum [Member] | |
Asset | |
Useful Life | 7 years |
Vehicles and trailers [Member] | Minimum [Member] | |
Asset | |
Useful Life | 3 years |
Vehicles and trailers [Member] | Maximum [Member] | |
Asset | |
Useful Life | 5 years |
Computers and software [Member] | |
Asset | |
Useful Life | 3 years |
Furniture and fixtures [Member] | |
Asset | |
Useful Life | 5 years |
Machinery and equipment [Member] | Minimum [Member] | |
Asset | |
Useful Life | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Asset | |
Useful Life | 7 years |
Revenue (Details) - Schedule _4
Revenue (Details) - Schedule of Disaggregated Revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue by Contract Type | ||||||
Fixed price amount | $ 80,801 | $ 68,487 | ||||
Fixed price percentage | 94% | 94% | ||||
Time and materials amount | $ 5,145 | $ 4,063 | ||||
Time and materials percentage | 6% | 6% | ||||
Total | $ 12,731 | $ 10,271 | $ 48,960 | $ 47,959 | $ 85,946 | $ 72,550 |
Total | 100% | 100% |
Revenue (Details) - Schedule _5
Revenue (Details) - Schedule of Contract Assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract Assets | ||
Deferred contract costs | $ 6,633 | $ 1,800 |
Unbilled receivables | 347 | 44 |
Total | $ 6,979 | $ 1,844 |
Revenue (Details) - Schedule _6
Revenue (Details) - Schedule of Contract Liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract liabilities – current | ||
Deferred revenue | $ 39,831 | $ 31,644 |
Contract loss provision | 10,120 | 12,001 |
Accrued launch costs | 6,705 | 5,984 |
Total contract liabilities – current | 56,656 | 49,629 |
Contract liabilities – long-term | ||
Contract loss provision | 2,188 | 10,530 |
Total contract liabilities – long-term | 2,188 | 10,530 |
Total contract liabilities | $ 58,844 | $ 60,159 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 21,364 | $ 24,098 | $ 7,972 |
Less: accumulated depreciation and amortization | (3,861) | (2,922) | (2,123) |
Property and equipment, net | 21,176 | 5,849 | |
Leasehold improvements [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 1,544 | 1,544 | 1,527 |
Vehicles and trailers [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 129 | 129 | 129 |
Computers and software [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 2,210 | 1,673 | 1,306 |
Furniture and fixtures [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 835 | 794 | 766 |
Machinery and equipment [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | 2,412 | 2,211 | 1,962 |
Construction in progress [Member] | |||
Schedule of Property and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 14,234 | $ 17,747 | $ 2,282 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Total Lease Expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Total Lease Expense [Abstract] | ||||||
Operating lease cost | $ 234 | $ 184 | $ 690 | $ 456 | $ 721 | $ 478 |
Total lease cost | $ 234 | $ 184 | $ 835 | $ 456 | $ 721 | $ 478 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of Cash Flow Information Related to Operating Leases - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Cash Flow Information Related to Operating Leases [Abstract] | ||||
Cash flow from operating activities | $ 832 | $ 633 | ||
Weighted Average Lease Term (months) | 155 months | 59 months | ||
Weighted average discount rate | 5.70% | 6% | 6.10% | 5.90% |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of Balance Sheet Information Related to Operating Leases - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Schedule of Balance Sheet Information Related to Operating leases [Abstract] | |||
Long-term right-of-use assets | $ 4,829 | $ 1,829 | |
Current lease liabilities | 725 | 514 | |
Long-term lease liabilities | 5,078 | 2,371 | |
Total operating lease liabilities | $ 5,803 | $ 2,885 | $ 32,031 |
Leases (Details) - Schedule o_7
Leases (Details) - Schedule of Estimated Future Undiscounted Cash Flows for Operating Leases - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Estimated Future Undiscounted Cash Flows for Operating Leases [Abstract] | ||
2023 | $ 1,993 | $ 858 |
2024 | 1,867 | 916 |
2025 | 1,829 | 768 |
2026 | 1,366 | 706 |
2027 | 219 | |
Thereafter | 5,681 | |
Total undiscounted lease payments | 65,753 | 9,148 |
Less: imputed interest | 32,598 | 3,345 |
Present value of lease liabilities | $ 33,155 | $ 5,803 |
Debt (Details) - Schedule of ou
Debt (Details) - Schedule of outstanding debt - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Outstanding Debt [Abstract] | |||
Credit Mobilization Facility | $ 20,000 | $ 20,000 | $ 12,000 |
First Insurance Funding Loan | 108 | ||
Principal amount of long-term debt | 20,000 | 12,108 | |
Less: deferred financing costs | (39) | ||
Less: current maturities | (16,098) | (12,108) | |
Long-term debt, net of current maturities | $ 3,863 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | ||
State | (16) | 2 |
Total current | (16) | 2 |
Deferred: | ||
Federal | ||
State | (7) | |
Total deferred | (7) | |
Total income tax provision | $ (23) | $ 2 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision computed at the company’s effective tax rate - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Tax Provision Computed at the Company’s Effective Tax Rate [Abstract] | ||
Loss before income taxes | $ (6,428) | $ (35,646) |
Statutory income tax rates | 21% | 21% |
Expected income tax benefit | $ (1,349) | $ (7,486) |
Nontaxable entity | 1,348 | 7,486 |
State income tax expense | (23) | 2 |
Change in valuation allowance | 1 | |
Total income tax expense | $ (23) | $ 2 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net Operating Loss | $ 165 | $ 164 |
Property and equipment | 11 | 11 |
Inventory | 148 | 148 |
Deferred Revenue | 12 | |
Total deferred tax assets | 336 | 323 |
Valuation allowance | (324) | (323) |
Net deferred tax assets | 12 | |
Deferred tax liabilities: | ||
481(a) Deferred Revenue | (5) | |
Total deferred tax liabilities | (5) | |
Net Deferred Tax Asset (Liability) | $ 7 |
Safe Agreements (Details)
Safe Agreements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Safe Agreements (Details) [Line Items] | ||
Proceeds from agreements | $ 4.3 | $ 13 |
Safe agreements shares (in Shares) | 122,505,500 | 122,505,500 |
Equity financing transaction percentage | 90% | |
Series X Convertible Preferred Stock [Member] | ||
Safe Agreements (Details) [Line Items] | ||
Safe agreements shares (in Shares) | 555,556 | |
Aviation value | $ 1.5 |
Members' Equity (Details)
Members' Equity (Details) - $ / shares | Sep. 30, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | Sep. 16, 2022 | Dec. 31, 2021 | May 25, 2021 |
Members' Equity (Details) [Line Items] | ||||||
Per unit (in Dollars per share) | $ 4.75 | $ 10 | ||||
Common units, issued | 122,505,500 | 122,505,500 | ||||
Common units, outstanding | 122,500,000 | 122,500,000 | ||||
Minimum [Member] | ||||||
Members' Equity (Details) [Line Items] | ||||||
Per unit (in Dollars per share) | $ 1 | |||||
Maximum [Member] | ||||||
Members' Equity (Details) [Line Items] | ||||||
Per unit (in Dollars per share) | $ 0.00001 | |||||
Class A Common Stock [Member] | ||||||
Members' Equity (Details) [Line Items] | ||||||
Unit share | 5,493,182 | 100,000 | 100,000 | |||
Per unit (in Dollars per share) | $ 4.75 | |||||
Common units, issued | 2,066,667 | |||||
Class A Common Stock [Member] | Minimum [Member] | ||||||
Members' Equity (Details) [Line Items] | ||||||
Unit share | 1 | |||||
Class A Common Stock [Member] | Maximum [Member] | ||||||
Members' Equity (Details) [Line Items] | ||||||
Unit share | 100,000 | |||||
Class B Common Stock [Member] | ||||||
Members' Equity (Details) [Line Items] | ||||||
Unit share | 10,566 | |||||
Common units, issued | 5,500 | 5,500 | ||||
Common units, outstanding | 0 | 0 | ||||
Authorized to issue | 6,125,000 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - Schedule of Unit Option Activity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Unit Option Activity [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 3,353,000 | 3,043,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 1.63 | $ 1 |
Weighted Average Remaining Contractual Term (Years) Outstanding Beginning Balance | 8 years 10 months 24 days | 6 years 4 months 24 days |
Aggregate Intrinsic Value (000’s) Outstanding, Beginning Balance | $ (10,643,900) | $ (791,180) |
Number of Options, Granted | 550,000 | |
Weighted Average Exercise Price, Granted | $ 4.81 | |
Weighted Average Remaining Contractual Term (Years), Granted | 9 years 10 months 24 days | |
Aggregate Intrinsic Value (000’s), Granted | ||
Number of Options, Exercised | (326,256) | (5,500) |
Weighted Average Exercise Price, Exercised | $ 1 | |
Weighted Average Remaining Contractual Term (Years), Exercised | 8 years 8 months 12 days | |
Aggregate Intrinsic Value (000’s), Exercised | ||
Number of Options, Forfeited/Cancelled | (64,688) | (234,500) |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 0.54 | $ 1 |
Weighted Average Remaining Contractual Term (Years), Forfeited/Cancelled | 8 years 8 months 12 days | |
Aggregate Intrinsic Value (000’s), Forfeited/Cancelled | ||
Number of Options, Ending Balance | 3,353,000 | |
Weighted Average Exercise Price, Ending Balance | $ 1.63 | |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 7 years 5 months 8 days | 8 years 10 months 24 days |
Aggregate Intrinsic Value (000’s), Ending Balance | $ 10,643,900 | |
Number of Options, Exercisable during period | 630,649 | 1,195,550 |
Weighted Average Exercise Price, Exercisable during period | $ 2.47 | $ 1 |
Weighted Average Remaining Contractual Term (Years), Exercisable during period | 6 years 7 months 20 days | 8 years 8 months 15 days |
Aggregate Intrinsic Value (000’s), Exercisable during period | $ 1,423,668,000 | $ 4,543,090 |
Unit-Based Compensation (Deta_2
Unit-Based Compensation (Details) - Schedule of Weighted-Average Grant-Date Fair Value - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted - Average Grant Date Fair Value, Non-vested at Begining | $ 1.01 | $ 0.3 |
Weighted - Average Grant Date Fair Value, Granted | 3.07 | |
Weighted - Average Grant Date Fair Value, Vested | 0.3 | |
Weighted - Average Grant Date Fair Value, Forfeited | 1.8 | 0.3 |
Weighted - Average Grant Date Fair Value, Non-vested at Ending | $ 1.99 | $ 1.01 |
Unit-Based Compensation (Deta_3
Unit-Based Compensation (Details) - Schedule of Weighted Average Fair Value of Black-Scholes | 9 Months Ended | 12 Months Ended | ||
Feb. 13, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unit-Based Compensation (Details) - Schedule of Weighted Average Fair Value of Black-Scholes [Line Items] | ||||
Expected unit price volatility | 100% | 85% | 45% | |
Risk-free interest rate | 3.93% | 4.56% | 0.10% | |
Expected annual dividend yield | ||||
Expected term (years) | 6 years 6 months | 1 year 14 days | ||
Minimum [Member] | ||||
Unit-Based Compensation (Details) - Schedule of Weighted Average Fair Value of Black-Scholes [Line Items] | ||||
Expected unit price volatility | 65% | |||
Risk-free interest rate | 2.90% | |||
Maximum [Member] | ||||
Unit-Based Compensation (Details) - Schedule of Weighted Average Fair Value of Black-Scholes [Line Items] | ||||
Expected unit price volatility | 70% | |||
Risk-free interest rate | 3.60% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value of Assets and Liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities | ||
Frequency of Measurement | Recurring | Recurring |
SAFE Agreement liabilities | $ 18,314 | $ 13,973 |
Total liabilities measured at fair value | 18,314 | 13,973 |
Level 1 [Member] | ||
Liabilities | ||
SAFE Agreement liabilities | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Liabilities | ||
SAFE Agreement liabilities | ||
Total liabilities measured at fair value | ||
Level 3 [Member] | ||
Liabilities | ||
SAFE Agreement liabilities | 18,314 | 13,973 |
Total liabilities measured at fair value | $ 18,314 | $ 13,973 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Rollforward of the Company’s SAFE Agreement Liabilities $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Rollforward of the Company’s SAFE Agreement Liabilities [Abstract] | |
Balance, beginning | $ 13,973 |
Additions | 4,250 |
Change in fair value | 91 |
Balance, ending | $ 18,314 |
Earnings Per Unit (Details) - S
Earnings Per Unit (Details) - Schedule of Basic and Diluted Net Loss Per Share - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic and diluted: | ||
Net loss | $ (6,405) | $ (35,648) |
Weighted-average common shares outstanding Basic (in Shares) | 122,501,241 | 122,500,000 |
Basic and diluted net loss per unit | $ (0.05) | $ (0.29) |
Earnings Per Unit (Details) -_2
Earnings Per Unit (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | ||||||
Weighted-average common shares outstanding Diluted (in Shares) | 26,126,245 | 24,964,408 | 122,501,241 | 122,500,000 | ||
Diluted net loss per unit | $ 1.29 | [1] | $ 2.16 | [1] | $ (0.05) | $ (0.29) |
[1]As a result of the Business Combination (as defined herein), the capital structure has changed and income per share information is only presented after the Closing Date (as defined herein) of the Business Combination, for the period from February 13, 2023 through September 30, 2023. See Note 3 — Business Combination and Related Transactions and Note 13 — Net Income per Share for additional information. |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - Schedule of Supplemental Cash Flow Information - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental cash flow information: | ||||
Cash paid for interest, net | $ 1,013 | $ 230 | ||
Cash paid for Texas margin tax | ||||
Accrued capital expenditures | $ (579) | $ (1,441) | $ (38) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Feb. 13, 2023 USD ($) |
Forecast [Member] | |
Subsequent Events (Details) [Line Items] | |
Closing cash | $ 34.1 |