Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40823 | |
Entity Registrant Name | INTUITIVE MACHINES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-5056189 | |
Entity Address, Address Line One | 13467 Columbia Shuttle Street | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77059 | |
City Area Code | 281 | |
Local Phone Number | 520-3703 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | LUNR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001844452 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A Common Stock, each at an exercise price of $11.50 per share | |
Trading Symbol | LUNRW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,723,453 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class C Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 70,909,012 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 55,242 | $ 4,498 |
Restricted cash | 2,042 | 62 |
Trade accounts receivable, net of allowance for expected credit losses of $1,660 and $0, respectively | 35,223 | 16,881 |
Contract assets | 19,846 | 6,489 |
Prepaid and other current assets | 3,375 | 3,681 |
Total current assets | 115,728 | 31,611 |
Property and equipment, net | 19,523 | 18,349 |
Operating lease right-of-use assets | 35,402 | 35,853 |
Finance lease right-of-use assets | 118 | 95 |
Total assets | 170,771 | 85,908 |
Current liabilities | ||
Current maturities of long-term debt | 8,000 | 8,000 |
Contract liabilities, current | 28,729 | 45,511 |
Operating lease liabilities, current | 3,857 | 4,833 |
Finance lease liabilities, current | 32 | 25 |
Other current liabilities | 8,862 | 4,747 |
Total current liabilities | 104,813 | 83,380 |
Contract liabilities, non-current | 3,610 | 0 |
Operating lease liabilities, non-current | 31,260 | 30,550 |
Finance lease liabilities, non-current | 80 | 67 |
Earn-out liabilities | 36,629 | 14,032 |
Warrant liabilities | 38,312 | 11,294 |
Other long-term liabilities | 4 | 4 |
Total liabilities | 214,708 | 139,327 |
Commitments and contingencies (Note 12) | ||
MEZZANINE EQUITY | ||
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 5,000 and $26,000 shares issued and outstanding | 5,560 | 28,201 |
Redeemable noncontrolling interests | 443,181 | 181,662 |
SHAREHOLDERS’ DEFICIT | ||
Treasury stock, at cost, 1,250,000 shares, at cost | (12,825) | (12,825) |
Paid-in capital | 0 | 0 |
Accumulated deficit | (480,837) | (250,466) |
Total shareholders’ deficit attributable to the Company | (493,650) | (263,282) |
Noncontrolling interests | 972 | 0 |
Total shareholders’ deficit | (492,678) | (263,282) |
Total liabilities, mezzanine equity and shareholders’ deficit | 170,771 | 85,908 |
Nonrelated Party | ||
Current liabilities | ||
Accounts payable and accrued expenses | 47,429 | 16,771 |
Related Party | ||
Current liabilities | ||
Accounts payable and accrued expenses | 7,904 | 3,493 |
Class A Common Stock | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock | 5 | 2 |
Class B Common Stock | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock | 0 | 0 |
Class C Common Stock | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock | $ 7 | $ 7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance | $ 1,660 | $ 0 |
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, authorized (in shares) | 25,000,000 | 25,000,000 |
Temporary equity, issued (in shares) | 5,000 | 26,000 |
Temporary equity, outstanding (in shares) | 5,000 | 26,000 |
Treasury stock (in shares) | 1,250,000 | 1,250,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 52,496,932 | 22,237,988 |
Common stock, outstanding (in shares) | 51,246,932 | 20,987,988 |
Treasury stock (in shares) | 1,250,000 | |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 0 | |
Class C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 70,909,012 | 70,909,012 |
Common stock, outstanding (in shares) | 70,909,012 | 70,909,012 |
Treasury stock (in shares) | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Income Statement [Abstract] | |||
Revenue | $ 73,068,000 | $ 18,236,000 | |
Operating expenses: | |||
Cost of revenue (excluding depreciation) | 60,911,000 | 23,126,000 | |
Depreciation | 414,000 | 296,000 | |
General and administrative expense (excluding depreciation) | 17,143,000 | 8,777,000 | |
Total operating expenses | 78,468,000 | 32,199,000 | |
Operating loss | (5,400,000) | (13,963,000) | |
Other expense, net: | |||
Interest expense, net | (20,000) | (279,000) | |
Change in fair value of earn-out liabilities | (22,597,000) | (3,726,000) | |
Change in fair value of warrant liabilities | (23,964,000) | 0 | |
Change in fair value of SAFE Agreements | 0 | (2,353,000) | |
Loss on issuance of securities | (68,676,000) | 0 | |
Other income, net | 1,000 | 89,000 | |
Total other expense, net | (115,256,000) | (6,269,000) | |
Loss before income taxes | (120,656,000) | (20,232,000) | |
Income tax expense | 0 | (3,215,000) | |
Net loss | (120,656,000) | (23,447,000) | |
Net loss attributable to Intuitive Machines, LLC prior to the Business Combination | 0 | (5,751,000) | |
Net loss (post Business Combination) | (120,656,000) | (17,696,000) | |
Net loss attributable to redeemable noncontrolling interest | (23,291,000) | (8,336,000) | |
Net income attributable to noncontrolling interest | 972,000 | 0 | |
Net loss attributable to the Company | (98,337,000) | (9,360,000) | |
Less: Cumulative preferred dividends | (471,000) | (328,000) | |
Net income attributable to Class A common shareholders - basic | (98,808,000) | (9,688,000) | |
Net income attributable to Class A common shareholders - diluted | $ (98,808,000) | $ (9,688,000) | |
Net income per share: | |||
Net income per Class A common share - basic (in dollars per share) | [1] | $ (2.70) | $ (0.64) |
Net income per Class A common share - diluted (in dollars per share) | [1] | $ (2.70) | $ (0.64) |
Weighted-average common shares outstanding | |||
Weighted average shares outstanding - basic (in shares) | 36,612,270 | 15,224,378 | |
Weighted average shares outstanding - diluted (in shares) | 36,612,270 | 15,224,378 | |
[1] As a result of the Business Combination, the capital structure changed and the net loss per share information for 2023 represents results after the Closing Date of the Business Combination, for the period from February 13, 2023 through March 31, 2023. See Note 1 - Business Description and Note 11 - Net Loss per Share for additional information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity - USD ($) $ in Thousands | Total | Series A Preferred Stock |
Temporary equity, beginning balance (shares) at Dec. 31, 2022 | 0 | |
Beginning balance at Dec. 31, 2022 | $ 0 | |
Temporary equity, beginning balance at Dec. 31, 2022 | $ 0 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Issuance of series A preferred stock (in shares) | 26,000 | |
Issuance of Series A preferred stock | $ 25,827 | |
Cumulative preferred dividends | $ 328 | |
Establishment of redeemable noncontrolling interest | (85,865) | |
Subsequent remeasurement of redeemable noncontrolling interests | 830,229 | |
Net loss attributable to redeemable noncontrolling interest | (8,336) | |
Temporary equity, ending balance (shares) at Mar. 31, 2023 | 26,000 | |
Ending balance at Mar. 31, 2023 | $ 26,155 | |
Temporary equity, ending balance at Mar. 31, 2023 | $ 736,028 | |
Temporary equity, beginning balance (shares) at Dec. 31, 2023 | 26,000 | 26,000 |
Beginning balance at Dec. 31, 2023 | $ 28,201 | $ 28,201 |
Temporary equity, beginning balance at Dec. 31, 2023 | 181,662 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Conversion of Series A preferred stock (in shares) | (21,000) | |
Conversion of Series A preferred stock (Note 7) | $ (23,120) | |
Cumulative preferred dividends | 471 | |
Accretion of preferred stock discount | (8) | $ (8) |
Subsequent remeasurement of redeemable noncontrolling interests | 284,810 | |
Net loss attributable to redeemable noncontrolling interest | $ (23,291) | |
Temporary equity, ending balance (shares) at Mar. 31, 2024 | 5,000 | 5,000 |
Ending balance at Mar. 31, 2024 | $ 5,560 | $ 5,560 |
Temporary equity, ending balance at Mar. 31, 2024 | $ 443,181 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders’ Deficit - USD ($) $ in Thousands | Total | Shareholders’ Deficit attributable to the Company | Treasury Stock | Paid-in Capital | Accumulated Deficit | NCI | Members Units | Class A Common Stock | Class A Common Stock Common Stock | Class B Common Stock | Class B Common Stock Common Stock | Class C Common Stock | Class C Common Stock Common Stock |
Beginning balance, members units (shares) at Dec. 31, 2022 | 122,505,500 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | 0 | ||||||||||
Beginning balance, members units at Dec. 31, 2022 | $ 1 | ||||||||||||
Beginning balance at Dec. 31, 2022 | $ (57,619) | $ 0 | $ 14,967 | $ (72,587) | $ 0 | $ 0 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Cumulative preferred dividends | (328) | ||||||||||||
Net loss - pre-business combination | (5,751) | ||||||||||||
Establishment of redeemable noncontrolling interest | (85,865) | ||||||||||||
Net income attributable to the Company | (9,360) | ||||||||||||
Ending balance, members units (shares) at Mar. 31, 2023 | 0 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 16,021,804 | 10,566 | 68,140,188 | ||||||||||
Ending balance, members units at Mar. 31, 2023 | $ 0 | ||||||||||||
Ending balance at Mar. 31, 2023 | (883,328) | (12,825) | 0 | (870,511) | $ 2 | $ 0 | $ 6 | ||||||
Beginning balance, members units (shares) at Dec. 31, 2022 | 122,505,500 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | 0 | ||||||||||
Beginning balance, members units at Dec. 31, 2022 | $ 1 | ||||||||||||
Beginning balance at Dec. 31, 2022 | (57,619) | 0 | 14,967 | (72,587) | $ 0 | $ 0 | $ 0 | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 20,987,988 | 22,279,876 | 0 | 70,909,012 | 70,909,012 | ||||||||
Ending balance, NCI at Dec. 31, 2023 | (263,282) | $ (263,282) | (12,825) | 0 | (250,466) | $ 0 | $ 2 | $ 7 | |||||
Ending balance at Dec. 31, 2023 | (263,282) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share-based compensation expense | 3,926 | 3,926 | 3,926 | ||||||||||
Cumulative preferred dividends | (471) | (471) | (471) | ||||||||||
Accretion of preferred stock discount | (8) | (8) | (8) | ||||||||||
Conversion of Series A preferred stock (Note 7) (in shares) | 7,738,743 | ||||||||||||
Conversion of Series A preferred stock (Note 7) | 23,120 | 23,120 | 23,119 | $ 1 | |||||||||
Net loss - pre-business combination | 0 | ||||||||||||
Issuance of stock (in shares) | 3,487,278 | ||||||||||||
Issuance of stock | $ 0 | ||||||||||||
Class A common stock issued for stock options exercised (in shares) | 167,985 | 167,402 | |||||||||||
Class A common stock issued for stock options exercised | $ 0 | ||||||||||||
Transaction costs | (24,400) | ||||||||||||
Class A common stock issued for warrants exercised (in shares) | 18,823,633 | ||||||||||||
Class A common stock issued for warrants exercised | 126,212 | 126,212 | 126,210 | $ 2 | |||||||||
Subsequent remeasurement of redeemable noncontrolling interests | (284,810) | (284,810) | (152,776) | (132,034) | |||||||||
Net income attributable to noncontrolling interest | 972 | 972 | |||||||||||
Net income attributable to the Company | (98,337) | (98,337) | (98,337) | ||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 51,246,932 | 52,496,932 | 0 | 70,909,012 | 70,909,012 | ||||||||
Ending balance, NCI at Mar. 31, 2024 | (492,678) | $ (493,650) | $ (12,825) | $ 0 | $ (480,837) | $ 972 | $ 5 | $ 7 | |||||
Ending balance at Mar. 31, 2024 | $ (493,650) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (120,656) | $ (23,447) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 414 | 296 |
Bad debt expense | 1,660 | 0 |
Share-based compensation expense | 3,926 | 207 |
Change in fair value of SAFE Agreements | 0 | 2,353 |
Change in fair value of earn-out liabilities | 22,597 | 3,726 |
Change in fair value of warrant liabilities | 23,964 | 0 |
Loss on issuance of securities | 68,676 | 0 |
Other | 0 | 582 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable, net | (20,002) | (1,006) |
Contract assets | (13,357) | (4,727) |
Prepaid expenses | 305 | (2,785) |
Other assets, net | 429 | 178 |
Accounts payable and accrued expenses | 30,658 | 6,994 |
Accounts payable – affiliated companies | 4,411 | 170 |
Contract liabilities – current and long-term | (13,172) | (8,140) |
Other liabilities | 3,705 | 6,933 |
Net cash used in operating activities | (6,442) | (18,666) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,588) | (8,565) |
Net cash used in investing activities | (1,588) | (8,565) |
Cash flows from financing activities: | ||
Proceeds from Business Combination | 0 | 8,055 |
Proceeds from issuance of Series A Preferred Stock | 0 | 26,000 |
Transaction costs | 0 | (782) |
Proceeds from borrowings | 10,000 | 0 |
Repayment of loans | (10,000) | 0 |
Proceeds from issuance of securities | 10,000 | 0 |
Stock option exercises | 165 | 22 |
Forward purchase agreement termination | 0 | 12,730 |
Warrants exercised | 50,589 | 2,243 |
Net cash provided by financing activities | 60,754 | 48,268 |
Net increase in cash, cash equivalents and restricted cash | 52,724 | 21,037 |
Cash, cash equivalents and restricted cash at beginning of the period | 4,560 | 25,826 |
Cash, cash equivalents and restricted cash at end of the period | 57,284 | 46,863 |
Less: restricted cash | 2,042 | 62 |
Cash and cash equivalents | 55,242 | 46,801 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest, net | 212 | 464 |
Cash paid for taxes | 0 | 9 |
Noncash financing activities: | ||
Transaction costs | 0 | (23,663) |
SAFE Agreements | 0 | 20,667 |
Conversion of Series A preferred stock (Note 7) | 23,120 | 0 |
Preferred dividends | $ (471) | $ (328) |
Business Description
Business Description | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [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 focus is to create and operate space systems and space infrastructure on and in the vicinity of the Moon that enable scientific and human exploration and utilization of lunar resources to support sustainable human presence on the Moon and exploration to Mars and beyond. Intuitive Machines offers its customers the flexibility needed to pioneer a thriving and diverse lunar economy designed to enable a permanent presence in lunar orbit and on the lunar surface. IM is currently headquartered in Houston, Texas. 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, 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 shares of Intuitive Machines, Inc. common stock per each unit of Intuitive Machines, LLC Common Unit. In addition, Intuitive Machines, LLC’s share-based compensation plan and related share-based compensation awards were exchanged or converted, as applicable, into common stock of Intuitive Machines, Inc. In connection with the Transactions, the Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by Intuitive Machines, LLC and continue to operate through Intuitive Machines, LLC and its subsidiaries. Intuitive Machines, Inc. is a holding company whose only material asset is its equity ownership interests of Intuitive Machines, LLC. While Intuitive Machines, LLC became a subsidiary of Intuitive Machines, Inc. and Intuitive Machines, Inc. was appointed as its managing member, Intuitive Machines, LLC was deemed to be the acquirer in the Business Combination for accounting purposes. Accordingly, the Business Combination was accounted for as a reverse recapitalization, in which case the condensed consolidated financial statements of the Company represent a continuation of the Intuitive Machines, LLC and the issuance of common stock in exchange for the net assets of Intuitive Machines, Inc. was recorded at historical cost with no recognition of goodwill or other intangible assets. Operations prior to the Business Combination are those of Intuitive Machines, LLC. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options were adjusted to reflect the Business Combination. The treatment of the Business Combination as a reverse recapitalization was based upon the pre-merger members of Intuitive Machines, LLC holding the majority of the voting interests of Intuitive Machines, Inc., Intuitive Machines, LLC’s existing management team serving as the initial management team of Intuitive Machines, Inc., Intuitive Machines, LLC’s appointment of the majority of the initial board of directors of Intuitive Machines, Inc., and the significance of Intuitive Machines, LLC’s operations prior to the Business Combination which represent the entirety of Company’s operations. 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 (th |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 Solu tions”) a majority-owned subsidiary, and IX, LLC, a variable interest entity (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial state ments should be read in conjunction with the Company’s audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 contained in our Annual Report on Form 10-K, filed with the SEC on March 25, 2024. O perating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Management’s opinion is that all adjustments for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments have been appropriately disclosed. 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 growth companies but any such election to opt out is irrevocable. The Company did not opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 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 (“CODM”) in making decisions regarding resource allocation and assessing performance. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. 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 93% and 74%, respectively, of the Company’s total revenue for the three months ended March 31, 2024 and 2023, respectively. The largest customer’s accounts receivable balance was 84% and 80% as of March 31, 2024 and December 31, 2023, respectively. Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the three months ended March 31, 2024 the Company had one major supplier representing 38% of goods and services purchased. For the three months ended March 31, 2023, the Company had two major suppliers representing 63% and 11% of goods and services purchased. As of March 31, 2024 and December 31, 2023, the one major supplier represented 45% and 2%, respectively, of the accounts payable balance. Liquidity and Capital Resources The unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, 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 March 31, 2024, the Company had cash and cash equivalents of $55.2 million and working capital of $10.9 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, proceeds from warrant exercises, and proceeds from the issuance of bank debt. In the first quarter of 2024, the Company received approximately $60.6 million in gross proceeds from warrant exercises and other equity transactions, as further described in Notes 7 and 8. In connection with the Business Combination as discussed in Notes 1 and 7, 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. Additionally, in April 2024, the Company and Cantor entered into a Controlled Equity Offering Sales Agreement with Cantor acting as the Company’s exclusive sales agent for the sale of newly issued shares of Class A Common Stock for aggregate proceeds up to $100.0 million. Management believes that the cash and cash equivalents as of March 31, 2024, and the additional liquidity available with the Cantor Purchase Agreement and Controlled Equity Offering Sales Agreement discussed in Note 7, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued. Transaction Costs Business Combination Transaction costs consist of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 1. 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 capital upon consummation of the transactions. Total transaction costs charged to additional paid in capital were approximately $24.4 million during the three months ended March 31, 2023. During the first quarter of 2023, approximately $782 thousand in transaction costs were paid by Intuitive Machines, LLC and $8.1 million in transaction costs were accrued in accounts payable in our condensed consolidated balance sheets. The remaining difference was paid by Intuitive Machines, LLC in 2022 or by IPAX prior to the closing of the Business Combination. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For public business entities, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continue to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is assessing the potential impact of adopting the ASU on its financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is assessing the potential impact of adopting the ASU on its financial statements. Other Current Liabilities As of March 31, 2024 and December 31, 2023, other current liabilities consisted of the following (in thousands): March 31, December 31, Payroll accruals 5,687 2,553 Income tax payable 20 20 Professional fees accruals 715 832 Commercial insurance financing 1,007 493 Commitment shares liability (see Note 7) 755 755 Other accrued liabilities 678 94 Other current liabilities $ 8,862 $ 4,747 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 3 - 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 months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Revenue by Contract Type Cost reimbursable $ 42,040 58 % $ — — % Fixed price 29,208 40 % 16,595 91 % Time and materials 1,820 2 % 1,641 9 % Total $ 73,068 100 % $ 18,236 100 % 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 across the life of the long-term service arrangement. Contract assets related to work completed for performance obligations that are satisfied over time are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to billings or consideration received in advance of performance (obligation to transfer goods or services to a customer) under the contract as well as provisions for loss contracts. Contract liabilities are recognized as revenue when the performance obligation has been performed. Current deferred revenue and provisions for loss contracts are recorded in current contract liabilities on our condensed consolidated balance sheets. Long-term deferred revenue and provisions for loss contracts are recorded in long-term contract liabilities on our condensed consolidated balance sheets. The following table presents contract assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, December 31, Contract Assets Unbilled receivables $ 13,289 $ 6,146 Deferred contract costs 6,557 343 Total $ 19,846 $ 6,489 Amortization expense associated with deferred contract costs for subcontracted launch services was recorded in cost of revenue and was $4.7 million and $9.9 million for the three months ended March 31, 2024 and 2023, respectively. The following table presents contract liabilities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, December 31, Contract liabilities – current Deferred revenue $ 19,184 $ 22,926 Contract loss provision 7,760 9,567 Accrued launch costs 1,785 13,018 Total contract liabilities – current 28,729 45,511 Contract liabilities – long-term Contract loss provision 3,610 — Total contract liabilities – long-term 3,610 — Total contract liabilities $ 32,339 $ 45,511 Revenue recognized from amounts included in contract liabilities at the beginning of the period was $7.2 million and $15.8 million during the three months ended March 31, 2024 and 2023, 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 (favorable) and unfavorable changes in net losses related to contracts with customers of $(8.2) million and $6.7 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the status of these loss contracts was as follows: • The first contract, for lunar payload services, became a loss contract in 2019 due to the constraint of variable consideration. The contract was successfully completed in February 2024 . As a result of the successful mission, previously constrained variable consideration of $12.3 million as of December 31, 2023 was released and approximately $11.6 million was recognized as revenue during the first quarter of 2024. For the three months ended March 31, 2024, and 2023, changes in estimated contract costs resulted in (favorable) and unfavorable changes of $(6.7) million and $5.4 million contract loss, respectively. As of December 31, 2023, the contract loss provision recorded in contract liabilities, current in our condensed consolidated balance sheets was $10 thousand. • The second contract, for lunar payload services, became a loss contract in 2021 due to the constraint of variable consideration and estimated contract costs exceeding current contract price. Variable consideration has been constrained to $0 from a total potential amount of $9.4 million. For the three months ended March 31, 2024 and 2023, changes in estimated contract costs resulted in an additional $1.1 million and $0.2 million in contract loss, respectively. As of March 31, 2024, and 2023, this contract was approximately 59% complete and 40% complete, respectively. The period of performance for this contract currently runs through June 2024 although we anticipate that the launch and post-launch services will occur in 2025 as a result of ongoing discussions with the customer and pending modifications to the contract. As of March 31, 2024 and December 31, 2023, the contract loss provision recorded in contract liabilities, current was $5.3 million and $7.4 million, respectively, and $3.6 million and zero, respectively, in contract liabilities, non-current in our condensed consolidated balance sheets. • The third contract, for lunar payload services, became a loss contract in 2022 due to the constraint of variable consideration and estimated contract costs exceeding current contract price. Variable consideration has been constrained to $0 from a total potential amount of $13.0 million. For the three months ended March 31, 2024 and 2023, changes in estimated contract costs resulted in (favorable) and unfavorable changes of $(1.9) million and $0.9 million contract loss, respectively. As of March 31, 2024 this contract was approximately 85% complete. The period of performance for this contract currently runs through June 2024 although we anticipate that the launch and post-launch services will occur in late 2024 as a result of ongoing discussions with the customer and pending modifications to the contract. As of March 31, 2024 and December 31, 2023, the contract loss provision recorded in contract liabilities, current in our condensed consolidated balance sheets was $2.5 million and $2.1 million, respectively. • The remaining loss contracts are individually and collectively immaterial. 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 March 31, 2024, the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $65.8 million. The Company expects to recognize revenue on approximately 50-55% of the remaining performance obligations over the next 9 months, 40-45% in 2025 and the remaining thereafter. Remaining performance obligations do not include variable consideration that was determined to be constrained as of March 31, 2024. For time and materials contracts and cost reimbursable 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 | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 - PROPERTY AND EQUIPMENT, NET As of March 31, 2024 and December 31, 2023, property and equipment, net consisted of the following (in thousands): March 31, December 31, Vehicles and trailers $ 129 $ 129 Computers and software 2,700 2,864 Furniture and fixtures 1,707 1,666 Machinery and equipment 3,365 2,772 Construction in progress 14,688 13,795 Property and equipment, gross 22,589 21,226 Less: accumulated depreciation and amortization (3,066) (2,877) Property and equipment, net $ 19,523 $ 18,349 Total depreciation expense related to property and equipment was $414 thousand and $296 thousand for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company pledged property and equipment with net book value of approximately $19.5 million and $18.3 million, respectively, as security for its Credit Mobilization Facility (as defined in Note 5) with Live Oak Banking Company. As of March 31, 2024, construction in progress includes construction costs of $14.7 million associated with the fabrication of a commercial communications satellite. The Company capitalized interest in connection with construction in progress of $213 thousand and $173 thousand for the three months ended March 31, 2024 and 2023, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5 - DEBT The following table summarizes our outstanding debt (in thousands): March 31, December 31, Credit Mobilization Facility $ 8,000 $ 8,000 Less: deferred financing costs — — Less: current maturities (8,000) (8,000) Long-term debt, net of current maturities $ — $ — As of March 31, 2024 and December 31, 2023, the weighted-average interest rate on short-term borrowings outstanding was 10.62% and 10.20%, respectively. Live Oak Credit Mobilization Facility In December 2019, the Company entered into a loan agreement with Live Oak Banking Company (the “Credit Mobilization Facility”) which provided a $12.0 million credit mobilization facility that was paid in full as of November 2023. In July 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million credit mobilization facility with a loan maturity of July 14, 2024. The Credit Mobilization Facility bears 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% and requires the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $8.0 million outstanding under the Credit Mobilization Facility as of March 31, 2024 and December 31, 2023. Bridge Loan On January 10, 2024, the Company entered into a series of loan documents with Pershing LLC, an affiliate of Bank of New York Mellon, pursuant to which Pershing LLC agreed to an extension of credit in an amount not to exceed $10.0 million to the Company (the “Bridge Loan”). Borrowings under the Bridge Loan bear interest at the target interest rate set by the Federal Open Market Committee (“Fed Funds Rate”), subject to a 5.5% floor, plus a margin. For borrowings, the applicable rate margin is 0.9%. The $10.0 million in borrowings are available for working capital needs and other general corporate purposes must be repaid by February 22, 2024. The Bridge Loan included guarantees (the “Credit Support Guarantees”) by Ghaffarian Enterprises, LLC (an affiliate of Dr. Kamal Ghaffarian) (“Ghaffarian Enterprises” or “Guarantor”) and documentation by which Ghaffarian Enterprises, LLC supported such Credit Support Guarantees with collateral including marketable securities (the “Credit Support”), in each case in favor of the lender for the benefit of the Company. On January 10, 2024, the Company and Ghaffarian Enterprises entered into a credit support fee and subrogation agreement, where the Company agreed to pay a support fee of $148 thousand for the Credit Support. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 - 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 months ended March 31, 2024 and 2023, we recognized a combined U.S. federal and state expense for income taxes of zero and $3.2 million, respectively. The effective combined U.S. federal and state income tax rates were zero and (15.9%) for the three months ended March 31, 2024 and 2023, respectively. For three months ended March 31, 2024, 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 months ended March 31, 2023, 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. 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 March 31, 2024, 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. |
Mezzanine Equity and Equity
Mezzanine Equity and Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Mezzanine Equity and Equity | NOTE 7 - MEZZANINE EQUITY AND EQUITY Private Placement Transaction 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 shares of the Company’s Class A Common Stock (the “PIPE Shares”) and (ii) an accompanying (a) warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “Initial Series A Warrant”) at an exercise price of $4.75 per share and (b) warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “Initial Series B Warrant”) at an exercise price of $4.75 per share, for aggregate gross proceeds of $20.0 million, before deducting related transaction costs of $1.4 million. The Initial Series A Warrant and the Initial Series B Warrant are immediately exercisable and will expire on March 5, 2029 and March 5, 2025, respectively. See Note 8 for additional information on the Initial Series A and the Initial Series B Warrants. Bridge Loan Conversion On January 28, 2024, the Company and the Guarantor entered into a letter agreement (the “Letter Agreement”) pursuant to which, on January 29, 2024 the Guarantor contributed $10.0 million to the Company for purposes of repaying the principal amount owed to the lender under the Bridge Loan in exchange for which the Company issued to the Guarantor 3,487,278 shares of the Company’s Class A Common Stock and Conversion Warrants described further in Note 8. Following the contribution, all amounts due to the Lender in satisfaction of the Bridge Loan were repaid in full. See Note 8 for further discussion of the Conversion Warrants. Capital Stock The table below reflects share information about the Company’s capital stock as of March 31, 2024. Par Value Authorized Issued Treasury Stock Outstanding Class A Common Stock $ 0.0001 500,000,000 52,496,932 (1,250,000) 51,246,932 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 5,000 — 5,000 Total shares 725,000,000 123,410,944 (1,250,000) 122,160,944 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 period from and after the Commencement (as defined in the Cantor Purchase Agreement), to direct CFPI 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, by delivering written notice to CFPI prior to the commencement of trading on any trading day, subject to certain customary conditions and limitations set forth in the Cantor Purchase Agreement. In connection with the execution of the Cantor Purchase Agreement, the Company agreed to issue 100,000 shares of Class A Common Stock to CFPI. The Company entered into a registration rights agreement with CFPI, pursuant to which it agreed to register for resale, pursuant to Rule 415 under the Securities Act, the shares of Class A Common Stock that are sold to CFPI under the equity facility and the Commitment Shares. During the second quarter of 2023, we recorded a recapitalization adjustment to increase other current liabilities and decrease to paid-in capital for $1.0 million to recognize the Commitment Share liability within our condensed consolidated balance sheets which was not previously recognized in the balance sheet of IPAX prior to the closing of the Business Combination. 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 March 31, 2024, none of the Commitment Shares have been sold by CFPI and the Company has recorded a liability of approximately $755 thousand, reflected in other current liabilities in our condensed consolidated balance sheets as of March 31, 2024, representing the difference between $1.0 million and the fair value of the Commitment Shares. As of March 31, 2024, no shares of Class A Common Stock have been sold to CFPI under the Cantor Purchase Agreement. Controlled Equity Offering Sales Agreement On March 27, 2024, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor” or “agent”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $100.0 million through an “At The Market Offering” program (“the ATM Program) under which Cantor acts as the sales agent. The sales of the shares made under the ATM Program may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The agent sells the Class A Common Stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Under the ATM Program, the agent is entitled to total compensation at a commission rate of up to 3.0% of the sales price per share sold. As of March 31, 2024, the Company has sold no shares of Class A Common Stock under the ATM Program. Series A Preferred Stock (Mezzanine Equity) As a result of the Private Placement Transaction on September 5, 2023 dis cussed above and in accordance with the terms of the Certificate of Designation, the Series A Preferred Stock conversion price was reduced from $12.00 per share to $5.10 per share. Additionally, as a result of the Warrant Exercise Agreement on January 10, 2024 in conjunction with the warrant transactions discussed in Note 8, the Series A Preferred Stock conversion price was further reduced from $5.10 per share to $3.00 per share. In a series of notifications to the Company during February 2024, the registered holder of 21,000 shares of Series A Preferred Stock elected to convert all of its Series A Preferred Stock holdings into Class A Common Stock at a conversion price of $3.00 per share. The Company issued 7,738,743 shares of Class A Common Stock as a result of the conversion and recorded an increase to equity of approximately $23.1 million and a corresponding decrease to Series A Preferred Stock in the condensed consolidated balance sheets. Redeemable Noncontrolling Interests (Mezzanine Equity) As of March 31, 2024, the prior investors of Intuitive Machines, LLC own 58.0% of the outstanding 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 basis or cash proceeds for an equivalent amount. The option to redeem Intuitive Machines, LLC’s common units for cash proceeds must be approved by the Board, which as of March 31, 2024, 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
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Warrants | NOTE 8 - WARRANTS Public and Private Warrants In conjunction with the closing of the Business Combination, on February 13, 2023, the Company assumed a total of 23,332,500 warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $11.50 per share, subject to adjustment. Of the warrants, 16,487,500 Public Warrants were originally issued in the IPAX initial public offering (the “IPO”) and 6,845,000 private warrants (the “Private Warrants”) were originally issued in a private placement in connection with the IPO. The Company evaluated the terms of the warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified in shareholders’ equity upon issuance. The warrants became exercisable 30 days after the closing of the Business Combination and will expire five years after the closing of the Business Combination. 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 adjustments) for any 20 days within a 30-trading day period ending three A Common Stock issuable on exercise of each warrant will be increased in proportion to certain increases in outstanding Class A Common Stock including any share capitalization payable, sub-division of shares or other similar events. During three months ended March 31, 2024, Public Warrants of 101 were exercised resulting in the issuance of an equal number of shares of Class A Common Stock. During the year ended December 31, 2023, Public Warrants of 1,402,106 were exercised resulting in the issuance of an equal number of shares of Class A Common Stock. 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’ equity upon issuance. The Preferred Investor Warrants were immediately exercisable upon issuance and expire five years from the closing of the Business Combination. The Preferred Investor Warrants include customary cash and cashless exercise provisions and may be exercised on a cashless basis if, at any time after the six month anniversary of the Closing Date, there is not an effective registration statement with respect to the Class A Common Stock. The Preferred Investor Warrants have the same terms and conditions as the Public Warrants. The Preferred Investor Warrants do not entitle the holder to any voting rights, dividends or other rights as a shareholder of the Company prior to exercise. As result of the Private Placement Transaction on September 5, 2023 discussed in Note 7 and in accordance with the terms of the Certificate of Designation, the Series A Preferred Warrants exercise price was reduced from $15.00 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 March 31, 2024, there have been no exercises of the Preferred Investor Warrants. Warrant Exercise Agreement and Warrant Exercises On January 10, 2024, the Company entered into a Warrant Exercise Agreement with the Armistice Capital Master Fund Ltd (the “Purchaser”) to exercise in full a warrant to purchase up to an aggregate 4,705,883 shares of Class A Common Stock (the “Initial Series B Warrant”). In consideration for the immediate and full exercise of the Initial Series B Warrant, the existing investor received (i) a new unregistered Series A Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock with an exercise price of $2.75 per share and a term of 5.5 years (the “New Series A Warrant”) and (ii) a new unregistered Series B Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock with an exercise price of $2.75 per share and a term of 18 months (the “New Series B Warrant”), collectively, (the “New Warrants”), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the Warrant Exercise Agreement, the Company also agreed to reduce the exercise price of the Initial Series B Warrant from $4.75 to $2.50 per share and reduced the exercise price of a warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “Initial Series A Warrant”) from $4.75 to $2.75 per share. As a result of the modifications to the 4,705,883 Initial Series A Warrant and the 4,705,883 Initial Series B Warrant, collectively (the “Initial Warrants”), the Company recognized an unfavorable change in fair value of warrant liabilities of $1.2 million in the condensed consolidated statement of operations. Upon the immediate exercise of the 4,705,883 Initial Series B Warrants, the Company issued 4,705,883 shares of Class A Common Stock, received cash proceeds of approximately $11.8 million and recognized a gain on issuance of securities of approximately $1.3 million in the condensed consolidated statements of operations. The New Series A Warrant and New Series B Warrant were immediately exercisable and have a term of 5.5 years and 18 months, respectively. The Company evaluated the terms of the New Warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified as a derivative liability, initially measured at fair value with changes in fair value recognized in other income (expense) on the condensed consolidated statement of operations. The New Series A Warrant and New Series B Warrant had an initial fair value of $10.8 million and $5.7 million, respectively, which was recorded as a $16.6 million loss on issuance of securities in our condensed consolidated statement of operations. Subsequently, the Purchaser exercised 4,705,883 Initial Series A Warrants, 4,705,883 New Series A Warrants and 4,705,883 New Series B Warrants during the period from February 9, 2024 to February 23, 2024. As a result, the Company issued 14,117,649 shares of Class A Common Stock and received cash proceeds of approximately $38.8 million. The Company recorded a loss on issuance of securities of approximately $47.9 million as a result of these warrant exercises. Conversion Warrants In connection with the Bridge Loan Conversion discussed further in Note 7, the Company agreed to issue to the Guarantor, pursuant to Section 4(a)(2) of the Securities Act of 1933, (i) a new unregistered Series A Common Stock Purchase Warrant to purchase up to an aggregate of 4,150,780 shares of, at the Guarantor’s election, Class A Common Stock (at an exercise price per share equal to $2.57 per share), Class C Common Stock (at an exercise price per share equal to $0.0001 per share), or a combination thereof, and a term of 5 years, (the “Conversion Series A Warrant”) and (ii) a new unregistered Series B Common Stock Purchase Warrant to purchase up to an aggregate of 4,150,780 shares of, at the Guarantor’s election, Class A Common Stock (at an exercise price per share equal to $2.57 per share), Class C Common Stock (at an exercise price per share equal to $0.0001 per share), or a combination thereof, and a term of 18 months (the “Conversion Series B Warrant”), collectively (the “Conversion Warrants”). The Company evaluated the terms of the Conversion Warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified as a derivative liability, initially measured at fair value with changes in fair value recognized in earnings in other income (expense) on the consolidated statement of operations. The Conversion Series A Warrant and Conversion Series B Warrant had an initial fair value of $10.0 million and $5.5 million, respectively. The gross proceeds of $10.0 million from the Letter Agreement were allocated to the Conversion Warrants resulting in a loss on the transaction of approximately $5.5 million recognized as loss on issuance of securities in our condensed consolidated statement of operations. As of March 31, 2024, the fair value of the Conversion Series A Warrant and Conversion Series B Warrant increased to approximately $21.8 million and $16.5 million, respectively, resulting in a loss of approximately $22.8 million recognized as change in fair value of warrant liabilities in our condensed consolidated statement of operations. As of March 31, 2024, there have been no exercises of the Conversion Warrants. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 9 - 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 shares of Class B units were reserved for issuance, upon exercise of the aforementioned Incentive Unit Options made to employees, directors and consultants. As a result of the Business Combination discussed in Note 1 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 March 31, 2024, Intuitive Machines, LLC was authorized to issue a total of 1,146,245 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 three months ended March 31, 2024: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2023 1,325,354 $ 3.15 7.61 Granted — — Exercised (167,985) 1.80 Forfeited (11,124) 8.63 Balance as of March 31, 2024 1,146,245 $ 3.30 7.46 $ 3,986,920 Exercisable as of March 31, 2024 402,868 $ 2.65 7.35 $ 1,570,005 Aggregate intrinsic value represents the difference between the exercise price of the options and the market price of our Class A Common Stock. The following table provides a summary of weighted-average grant-date fair value of unit options under the 2021 Plan: Weighted- Non-vested as of December 31, 2023 $ 1.80 Granted — Vested 0.54 Forfeited 5.50 Non-vested as of March 31, 2024 $ 1.89 Share-based compensation expense related to options was $114 thousand and $207 thousand for the three months ended March 31, 2024 and 2023, respectively, and was classified in the condensed consolidated statement of operations under general and administrative expense. As of March 31, 2024, the Company had $585 thousand in estimated unrecognized share-based compensation costs related to outstanding unit options that is expected to be recognized over a weighted average period of 3.19 years. 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 awards as well as cash-based awards and dividend equivalents, as determined, and subject to the terms and conditions established, by the Company’s Compensation Committee. Under the 2023 Plan, a maximu m of 12,706,811 sh ares of Class A Common Stock are authorized to be issued. As of March 31, 2024, the Company has issued restricted stock units (“RSUs”) and performance stock units (“PSUs) as outlined in the following disclosures. No other awards have been granted under the 2023 Plan. Restricted Stock Units and Performance Stock Units Pursuant to the 2023 Plan, the Company grants RSUs with time-based vesting requirements which typically vest over one The following table provides a summary of the Company’s RSU and PSU activity: Number of Units (1) Weighted Average Grant Date Fair Value Outstanding as of December 31, 2023 1,826,946 $ 7.00 Granted 3,143,607 3.50 Vested (137,500) 7.56 Forfeited (416,597) 7.56 Balance as of March 31, 2024 4,416,456 $ 4.44 (1) PSU grants of 919,007 were included at the 100% attainment level which were based on several performance goals related to our mission which successfully completed in February 2024. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10 - 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 March 31, 2024 and December 31, 2023 at fair value on a recurring basis. March 31, 2024 Frequency of Total Level 1 Level 2 Level 3 Liabilities Earn-out liabilities Recurring $ 36,629 $ — $ — $ 36,629 Warrant liabilities - Series A Recurring 21,792 — — 21,792 Warrant liabilities - Series B Recurring 16,520 — — 16,520 Warrant liabilities 38,312 — — 38,312 Total liabilities measured at fair value $ 74,941 $ — $ — $ 74,941 December 31, 2023 Frequency of Total Level 1 Level 2 Level 3 Liabilities Earn-out liabilities Recurring $ 14,032 $ — $ — $ 14,032 Warrant liabilities - Series A Recurring 8,612 — — 8,612 Warrant liabilities - Series B Recurring 2,682 — — 2,682 Warrant liabilities 11,294 — — 11,294 Total liabilities measured at fair value $ 25,326 $ — $ — $ 25,326 The following table provides a roll-forward of the Company’s Level 3 liabilities (in thousands): Earn-out liabilities Warrant liabilities - Series A Warrant liabilities - Series B Total Warrant liabilities Balance, December 31, 2023 $ 14,032 $ 8,612 $ 2,682 $ 11,294 Additions — 20,827 11,262 32,089 Change in fair value 22,597 12,823 11,141 23,964 Converted to equity — (20,471) (8,564) (29,035) Balance, March 31, 2024 $ 36,629 21,791 16,521 38,312 Earn-out Liabilities The fair value of the earn-out liabilities as of March 31, 2024 was estimated using a Monte Carlo simulation approach that modeled the triggering events including the simulated stock price of the Company over the maturity dates. The significant assumptions utilized in estimating the fair value of the earn-out liabilities include: (i) Intuitive Machines stock price of $6.25; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.32%; and (iv) expected volatility of 85%. As a result of the Business Combination, certain Intuitive Machines, LLC members received 10,000,000 earn out units of Intuitive Machines, LLC (“Earn Out Units”) subject to certain triggering events. Upon the vesting of any Earn Out Units, each of the certain 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 price equal to the par value per share of the Class C Common Stock. Under the earn out agreement, Earn Out Units of 2,500,000 vested for the year ended December 31, 2023. For the three months ended March 31, 2024, there was no vesting of Earn Out Units. Warrant Liabilities Initial Warrants Pursuant to the Warrant Exercise Agreement on January 10, 2024 (as further described in Note 8 and discussed below), the terms of the Initial Warrants were modified, and the Initial Series B Warrant was exercised in full and converted to equity. The pre-modification fair value of the Initial Warrant liabilities was estimated using a Black-Scholes-Merton model. The significant assumptions utilized in estimating the pre-modification fair value of the Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 3.99%; and (iv) expected volatility of 104%. The significant assumptions utilized in estimating the pre-modification fair value of the Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.75%; and (iv) expected volatility of 85%. During February 2024, the investor also fully exercised and converted to equity the Initial Series A Warrant. Refer to Note 8 for more information on the warrant exercises. New Warrants Pursuant to the Warrant Exercise Agreement on January 10, 2024 as described further in Note 8, the fair values of the New Series A Warrant and the New Series B Warrant liabilities were estimated at $10.8 million and $5.7 million, respectively, utilizing the Black-Scholes-Merton model. The significant assumptions utilized in estimating the fair value of the New Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.00%; and (iv) expected volatility of 105%. The significant assumptions utilized in estimating the fair value of the New Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.55%; and (iv) expected volatility of 83%. During February 2024, the investor fully exercised and converted to equity the New Warrants. Refer to Note 8 for more information on the warrant exercises. Conversion Warrants Pursuant to the Letter Agreement and the issuance of warrants on January 29, 2024 as described further in Notes 5 and 8, the fair values of the Conversion Series A Warrant and the Conversion Series B Warrant liabilities were estimated at $10.0 million and $5.5 million, respectively, utilizing the Black-Scholes-Merton model. The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $3.05; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 3.97%; and (iv) expected volatility of 102%. The significant assumptions utilized in estimating the fair value of the Conversion Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $3.05; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.53%; and (iv) expected volatility of 76%. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 11 - NET LOSS PER SHARE Basic net loss p er share of Class A common stock is computed by dividing net loss attributable to Class A common shareholders for the three months ended March 31, 2024 and the period from February 13, 2023, or the Closing Date, to March 31, 2023 by the weighted-average number of shares of Class A common stock outstanding for the same periods. 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 method for the Series A Preferred Stock and the treasury method for our RSUs, PSUs, options, and warrants. During loss periods, diluted net loss per share for all periods presented is the same as basic net loss per share as the inclusion of the potentially issuable shares would be anti-dilutive. The following table presents the computation of the basic and diluted income per share of Class A Common Stock (in thousands, except share data): Three Months Ended Three Months Ended Numerator Net loss (post Business Combination) $ (120,656) $ (17,696) Less: Net loss attributable to redeemable noncontrolling interest (23,291) (8,336) Less: Net income attributable to noncontrolling interest 972 — Net loss attributable to the Company $ (98,337) $ (9,360) Less: Cumulative preferred dividends (471) (328) Net loss attributable to Class A common shareholders $ (98,808) $ (9,688) Denominator Basic weighted-average shares of Class A common stock outstanding 36,612,270 15,224,378 Net loss per share of Class A common stock - basic and diluted $ (2.70) $ (0.64) The following table presents potentially dilutive securities, as of the end of the period, excluded from the computation of diluted net loss per share of Class A Common Stock as their effect would be anti-dilutive or because of unsatisfied contingent issuance conditions. Three Months Ended Three Months Ended RSUs and PSUs (1) 4,416,456 — Options (1) 1,146,245 1,835,335 Series A Preferred Stock (2) 1,861,752 2,193,973 Warrants (1) 30,773,520 23,655,962 Earn Out Units (3) 7,500,000 10,000,000 (1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. (2) Represents number of instruments outstanding as converted at the end of the period that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-diultive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 - 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 - 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 space infrastructure development activities of zero and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there were no affiliate accounts receivable related to Axiom. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, LLC is a co-founder and Executive Chairman of Axiom. Revenue related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms. IBX, LLC The Company incurred expenses with IBX, LLC (“IBX”) of $1.3 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there were $1.6 million and $0.4 million, respectively, of affiliate accounts payable related to IBX expenses. IBX is an innovation and investment firm committed to advancing the state of humanity and human knowledge. We rely on IBX for the provision of management and professional services in the day-to-day operation of our business. These expenses include, among others, fees for the provision of administrative, accounting and legal services. As such, expenses incurred in relation to IBX are incurred in the normal course of business and amounts are settled under normal business terms. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, is a co-founder and current member of management of IBX. KBR, Inc. On November 12, 2020, KBR, Inc. (“KBR”), a U.S.-based firm operating in the science, technology and engineering industries, made an initial investment in one of our operating subsidiaries, Space Network Solutions, LLC resulting in a 10% ownership by KBR of Space Network Solutions as of the date of such investment. As of March 31, 2024, KBR held approximately 10% of the equity of Space Network Solutions. The Company recognized affiliate revenue from KBR related to engineering services of $0.7 million and $0.6 million for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, there was $0.6 million and $0.5 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 $0.2 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there was $0.2 million and $0.1 million, respectively, 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 of Intuitive Machines, LLC has a 20% ownership interest in Aerodyne Industries, LLC. Revenue related to ASES are incurred in the normal course of business and amounts are settled under normal business terms. X-energy, LLC As of March 31, 2024 and December 31, 2023, there was no affiliate accounts payable related to X-energy, LLC (“X-energy”) expenses. Expenses related to X-energy are incurred in the normal course of business and amounts are settled under normal business terms. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, LLC is the Executive Chairman of X-Energy Reactor Company, LLC, which is the parent company of X-Energy. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 14 - 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. 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 indefinite-delivery, indefinite quantity contract to support work related to the Joint Polar Satellite System, NASA’s Exploration and In-space Services. Intuitive Machines and KBR entered into a separate joint venture agreement (the “OMES III JV Agreement”) within Space Network Solutions to execute the OMES III contract with a profits interest of 47% for Intuitive Machines and 53% for KBR. We have determined that the OMES III JV Agreement represents a silo within Space Network Solutions and is a standalone VIE. Intuitive Machines is the primary beneficiary of this silo based on the governance structure of the OMES III JV Agreement. As of March 31, 2024, SNS LLC had total assets of $35.6 million and total liabilities of $32.3 million. As of December 31, 2023, SNS LLC had total assets of $13.7 million and total liabilities of $12.0 million. IX, LLC Joint Venture The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X-energy, a nuclear reactor and fuel design engineering company, developing high-temperature gas cooled nuclear reactors and fuel to power them. We hold a 51% interest in the IX LLC JV and X-energy holds a 49% interest. Kamal Ghaffarian is also the co-founder and current member of management of X-energy. Intuitive Machines and X-energy are common controlled entities. We have determined that IX, LLC JV is a variable interest entity and Intuitive Machines is the primary beneficiary because it is most closely associated with the activities of the joint venture. Therefore, we consolidate this VIE for financial reporting purposes. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | |||
Net income attributable to the Company | $ (9,360) | $ (98,337) | $ (9,360) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During the quarter ended March 31, 2024, certain of our officers or directors listed below adopted or terminated trading arrangements for the purchase or sale of shares of our Class A common stock in amounts and prices determined in accordance with a formula set forth in each such plan: Name Title Date Entered Date Expires Shares Kamal Ghaffarian Chairman of the Board 03/22/2024 01/20/2025 the sale of up to 5,291,622 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing Stephen Altemus Chief Executive Officer and Director 03/22/2024 12/31/2024 the sale of up to 3,000,000 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing Timothy Crain Chief Growth Officer 03/22/2024 06/30/2025 the sale of up to 3,200,000 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Kamal Ghaffarian [Member] | |
Trading Arrangements, by Individual | |
Name | Kamal Ghaffarian |
Title | Chairman of the Board |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 03/22/2024 |
Arrangement Duration | 304 days |
Aggregate Available | 5,291,622 |
Stephen Altemus [Member] | |
Trading Arrangements, by Individual | |
Name | Stephen Altemus |
Title | Chief Executive Officer and Director |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 03/22/2024 |
Arrangement Duration | 284 days |
Aggregate Available | 3,000,000 |
Timothy Crain [Member] | |
Trading Arrangements, by Individual | |
Name | Timothy Crain |
Title | Chief Growth Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 03/22/2024 |
Arrangement Duration | 465 days |
Aggregate Available | 3,200,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation |
Principles of Consolidation | 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 Solu tions”) a majority-owned subsidiary, and IX, LLC, a variable interest entity (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial state ments should be read in conjunction with the Company’s audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 contained in our Annual Report on Form 10-K, filed with the SEC on March 25, 2024. O perating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Management’s opinion is that all adjustments for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments have been appropriately disclosed. |
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. |
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 (“CODM”) in making decisions regarding resource allocation and assessing performance. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. |
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. |
Transaction Costs | Transaction Costs Business Combination Transaction costs consist of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 1. 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 capital upon consummation of the transactions. Total transaction costs charged to additional paid in capital were approximately $24.4 million during the three months ended March 31, 2023. During the first quarter of 2023, approximately $782 thousand in transaction costs were paid by Intuitive Machines, LLC and $8.1 million in transaction costs were accrued in accounts payable in our condensed consolidated balance sheets. The remaining difference was paid by Intuitive Machines, LLC in 2022 or by IPAX prior to the closing of the Business Combination. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For public business entities, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continue to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is assessing the potential impact of adopting the ASU on its financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is assessing the potential impact of adopting the ASU on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Other Current Liabilities | As of March 31, 2024 and December 31, 2023, other current liabilities consisted of the following (in thousands): March 31, December 31, Payroll accruals 5,687 2,553 Income tax payable 20 20 Professional fees accruals 715 832 Commercial insurance financing 1,007 493 Commitment shares liability (see Note 7) 755 755 Other accrued liabilities 678 94 Other current liabilities $ 8,862 $ 4,747 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Revenue by Contract Type Cost reimbursable $ 42,040 58 % $ — — % Fixed price 29,208 40 % 16,595 91 % Time and materials 1,820 2 % 1,641 9 % Total $ 73,068 100 % $ 18,236 100 % |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The following table presents contract assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, December 31, Contract Assets Unbilled receivables $ 13,289 $ 6,146 Deferred contract costs 6,557 343 Total $ 19,846 $ 6,489 The following table presents contract liabilities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, December 31, Contract liabilities – current Deferred revenue $ 19,184 $ 22,926 Contract loss provision 7,760 9,567 Accrued launch costs 1,785 13,018 Total contract liabilities – current 28,729 45,511 Contract liabilities – long-term Contract loss provision 3,610 — Total contract liabilities – long-term 3,610 — Total contract liabilities $ 32,339 $ 45,511 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | As of March 31, 2024 and December 31, 2023, property and equipment, net consisted of the following (in thousands): March 31, December 31, Vehicles and trailers $ 129 $ 129 Computers and software 2,700 2,864 Furniture and fixtures 1,707 1,666 Machinery and equipment 3,365 2,772 Construction in progress 14,688 13,795 Property and equipment, gross 22,589 21,226 Less: accumulated depreciation and amortization (3,066) (2,877) Property and equipment, net $ 19,523 $ 18,349 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The following table summarizes our outstanding debt (in thousands): March 31, December 31, Credit Mobilization Facility $ 8,000 $ 8,000 Less: deferred financing costs — — Less: current maturities (8,000) (8,000) Long-term debt, net of current maturities $ — $ — |
Mezzanine Equity and Equity (Ta
Mezzanine Equity and Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Stock by Class | The table below reflects share information about the Company’s capital stock as of March 31, 2024. Par Value Authorized Issued Treasury Stock Outstanding Class A Common Stock $ 0.0001 500,000,000 52,496,932 (1,250,000) 51,246,932 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 5,000 — 5,000 Total shares 725,000,000 123,410,944 (1,250,000) 122,160,944 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table provides a summary of the option activity under the 2021 Plan for the three months ended March 31, 2024: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2023 1,325,354 $ 3.15 7.61 Granted — — Exercised (167,985) 1.80 Forfeited (11,124) 8.63 Balance as of March 31, 2024 1,146,245 $ 3.30 7.46 $ 3,986,920 Exercisable as of March 31, 2024 402,868 $ 2.65 7.35 $ 1,570,005 |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | The following table provides a summary of weighted-average grant-date fair value of unit options under the 2021 Plan: Weighted- Non-vested as of December 31, 2023 $ 1.80 Granted — Vested 0.54 Forfeited 5.50 Non-vested as of March 31, 2024 $ 1.89 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table provides a summary of the Company’s RSU and PSU activity: Number of Units (1) Weighted Average Grant Date Fair Value Outstanding as of December 31, 2023 1,826,946 $ 7.00 Granted 3,143,607 3.50 Vested (137,500) 7.56 Forfeited (416,597) 7.56 Balance as of March 31, 2024 4,416,456 $ 4.44 (1) PSU grants of 919,007 were included at the 100% attainment level which were based on several performance goals related to our mission which successfully completed in February 2024. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 at fair value on a recurring basis. March 31, 2024 Frequency of Total Level 1 Level 2 Level 3 Liabilities Earn-out liabilities Recurring $ 36,629 $ — $ — $ 36,629 Warrant liabilities - Series A Recurring 21,792 — — 21,792 Warrant liabilities - Series B Recurring 16,520 — — 16,520 Warrant liabilities 38,312 — — 38,312 Total liabilities measured at fair value $ 74,941 $ — $ — $ 74,941 December 31, 2023 Frequency of Total Level 1 Level 2 Level 3 Liabilities Earn-out liabilities Recurring $ 14,032 $ — $ — $ 14,032 Warrant liabilities - Series A Recurring 8,612 — — 8,612 Warrant liabilities - Series B Recurring 2,682 — — 2,682 Warrant liabilities 11,294 — — 11,294 Total liabilities measured at fair value $ 25,326 $ — $ — $ 25,326 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll-forward of the Company’s Level 3 liabilities (in thousands): Earn-out liabilities Warrant liabilities - Series A Warrant liabilities - Series B Total Warrant liabilities Balance, December 31, 2023 $ 14,032 $ 8,612 $ 2,682 $ 11,294 Additions — 20,827 11,262 32,089 Change in fair value 22,597 12,823 11,141 23,964 Converted to equity — (20,471) (8,564) (29,035) Balance, March 31, 2024 $ 36,629 21,791 16,521 38,312 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 (in thousands, except share data): Three Months Ended Three Months Ended Numerator Net loss (post Business Combination) $ (120,656) $ (17,696) Less: Net loss attributable to redeemable noncontrolling interest (23,291) (8,336) Less: Net income attributable to noncontrolling interest 972 — Net loss attributable to the Company $ (98,337) $ (9,360) Less: Cumulative preferred dividends (471) (328) Net loss attributable to Class A common shareholders $ (98,808) $ (9,688) Denominator Basic weighted-average shares of Class A common stock outstanding 36,612,270 15,224,378 Net loss per share of Class A common stock - basic and diluted $ (2.70) $ (0.64) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents potentially dilutive securities, as of the end of the period, excluded from the computation of diluted net loss per share of Class A Common Stock as their effect would be anti-dilutive or because of unsatisfied contingent issuance conditions. Three Months Ended Three Months Ended RSUs and PSUs (1) 4,416,456 — Options (1) 1,146,245 1,835,335 Series A Preferred Stock (2) 1,861,752 2,193,973 Warrants (1) 30,773,520 23,655,962 Earn Out Units (3) 7,500,000 10,000,000 (1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. (2) Represents number of instruments outstanding as converted at the end of the period that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-diultive. |
Business Description (Details)
Business Description (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 13, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Feb. 14, 2023 | Sep. 16, 2022 |
Business Description [Line Items] | |||||
Business combination, shares of common stock per common unit | 0.5562 | ||||
Cash acquired through reverse recapitalization | $ 34.1 | ||||
Stock purchase agreement, amount authorized | $ 50 | ||||
Public Warrants | |||||
Business Description [Line Items] | |||||
Warrant, exercise price (in dollars per share) | $ 11.50 | ||||
Class A Common Stock | |||||
Business Description [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock | Cantor Stock Purchase Agreement | |||||
Business Description [Line Items] | |||||
Stock purchase agreement, amount authorized | $ 50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) operatingSegment reportableSegment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 30, 2024 USD ($) | Mar. 27, 2024 USD ($) | Feb. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | ||||||||
Number of operating segments | operatingSegment | 1 | |||||||
Number of reportable segments | reportableSegment | 1 | |||||||
Cash and cash equivalents | $ 46,801 | $ 55,242 | $ 46,801 | $ 4,498 | ||||
Working capital surplus (deficit) | 10,900 | |||||||
Proceeds from warrant exercises and issuances of stock | 60,600 | |||||||
Stock purchase agreement, amount authorized | $ 50,000 | |||||||
Prepaid expense, capitalized business acquisition costs | $ 5,300 | |||||||
Transaction costs | 24,445 | $ 24,400 | ||||||
Transaction costs payable | $ 8,100 | 8,100 | ||||||
Stock Purchase Agreement | ||||||||
Accounting Policies [Line Items] | ||||||||
Stock purchase agreement, amount authorized | $ 50,000 | |||||||
ATM Program | ||||||||
Accounting Policies [Line Items] | ||||||||
Sale of stock, authorized amount | $ 100,000 | |||||||
ATM Program | Subsequent Event | ||||||||
Accounting Policies [Line Items] | ||||||||
Sale of stock, authorized amount | $ 100,000 | |||||||
Intuitive Machines, LLC | ||||||||
Accounting Policies [Line Items] | ||||||||
Payment of acquisition related costs | $ 782 | |||||||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Customer One | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 93% | 74% | ||||||
Customer Concentration Risk | Accounts Receivable Benchmark | Largest Customer | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 84% | 80% | ||||||
Supplier Concentration Risk | Cost of Goods and Service Benchmark | Supplier One | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 38% | 63% | ||||||
Supplier Concentration Risk | Cost of Goods and Service Benchmark | Supplier Two | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 11% | |||||||
Supplier Concentration Risk | Accounts Payable Benchmark | Supplier One | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 45% | 2% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Payroll accruals | $ 5,687 | $ 2,553 |
Income tax payable | 20 | 20 |
Professional fees accruals | 715 | 832 |
Commercial insurance financing | 1,007 | 493 |
Commitment shares liability (see Note 7) | 755 | 755 |
Other accrued liabilities | 678 | 94 |
Other current liabilities | $ 8,862 | $ 4,747 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 73,068 | $ 18,236 |
Total (percent) | 100% | 100% |
Cost reimbursable | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 42,040 | $ 0 |
Total (percent) | 58% | 0% |
Fixed price | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 29,208 | $ 16,595 |
Total (percent) | 40% | 91% |
Time and materials | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 1,820 | $ 1,641 |
Total (percent) | 2% | 9% |
Revenue - Summary of Contract A
Revenue - Summary of Contract Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 13,289 | $ 6,146 |
Deferred contract costs | 6,557 | 343 |
Total | $ 19,846 | $ 6,489 |
Revenue - Summary of Contract L
Revenue - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Contract liabilities – current | ||
Deferred revenue | $ 19,184 | $ 22,926 |
Contract loss provision | 7,760 | 9,567 |
Accrued launch costs | 1,785 | 13,018 |
Contract liabilities, current | 28,729 | 45,511 |
Contract liabilities – long-term | ||
Contract loss provision | 3,610 | 0 |
Contract liabilities, non-current | 3,610 | 0 |
Total contract liabilities | $ 32,339 | $ 45,511 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Amortization of deferred contract costs | $ 4,700,000 | $ 9,900,000 | |
Contract with customer, liability, revenue recognized | 7,200,000 | 15,800,000 | |
Net losses related to contracts | (8,200,000) | 6,700,000 | |
Contract loss provision, current | 7,760,000 | $ 9,567,000 | |
Contract loss provision, long-term | 3,610,000 | 0 | |
Revenue, remaining performance obligation, amount | $ 65,800,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Minimum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, percentage | 50% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, percentage | 55% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Minimum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, percentage | 40% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, percentage | 45% | ||
Commercial Lunar Payload Services, Contract One | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract with customer, liability, revenue recognized | $ 11,600,000 | ||
Loss on contracts | 5,400,000 | ||
Gain on contract | (6,700,000) | ||
Contracts, variable consideration, maximum | 12,300,000 | ||
Contract loss provision, current | 10,000 | ||
Commercial Lunar Payload Services, Contract Two | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Loss on contracts | 1,100,000 | $ 200,000 | |
Contracts, variable consideration, constrained amount | 0 | ||
Contracts, variable consideration, maximum | $ 9,400,000 | ||
Long-term contract, percent complete | 59% | 40% | |
Contract loss provision, current | $ 5,300,000 | 7,400,000 | |
Contract loss provision, long-term | 3,600,000 | 0 | |
Commercial Lunar Payload Services, Contract Three | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Loss on contracts | $ 900,000 | ||
Gain on contract | (1,900,000) | ||
Contracts, variable consideration, constrained amount | 0 | ||
Contracts, variable consideration, maximum | $ 13,000,000 | ||
Long-term contract, percent complete | 85% | ||
Contract loss provision, current | $ 2,500,000 | $ 2,100,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,589 | $ 21,226 |
Less: accumulated depreciation and amortization | (3,066) | (2,877) |
Property and equipment, net | 19,523 | 18,349 |
Vehicles and trailers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 129 | 129 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,700 | 2,864 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,707 | 1,666 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,365 | 2,772 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,688 | $ 13,795 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 414 | $ 296 | |
Property and equipment, net | 19,523 | $ 18,349 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Interest costs capitalized | 213 | $ 173 | |
Asset Pledged as Collateral | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 19,500 | $ 18,300 | |
Fabrication of Commercial Communications Satellite | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress | $ 14,700 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Credit Mobilization Facility | $ 8,000 | $ 8,000 |
Less: deferred financing costs | 0 | 0 |
Current maturities of long-term debt | (8,000) | (8,000) |
Long-term debt, net of current maturities | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
Jan. 28, 2024 | Jan. 10, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 05, 2023 | Feb. 14, 2023 | Jul. 14, 2022 | Dec. 12, 2019 | |
Debt Instrument [Line Items] | ||||||||
Short-term debt interest rate | 10.62% | 10.20% | ||||||
Proceeds from guarantor | $ 10,000 | |||||||
Series A Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant, exercise price (in dollars per share) | $ 2.75 | $ 4.75 | ||||||
Series B Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of securities called by each warrant or right (in shares) | 4,705,883 | |||||||
Warrant, exercise price (in dollars per share) | $ 2.50 | $ 4.75 | ||||||
Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued for services during period (in shares) | 3,487,278 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class C Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Live Oak Loan Agreement | Line of Credit | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 12,000 | |||||||
Live Oak Second Amended and Restated Loan Agreement | Line of Credit | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 8,000 | $ 8,000 | ||||||
Live Oak Second Amended and Restated Loan Agreement | Line of Credit | Minimum | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2% | |||||||
Debt instrument, interest rate | 5% | |||||||
Live Oak Second Amended and Restated Loan Agreement, Facility Two | Line of Credit | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000 | |||||||
Pershing LLC Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, credit support fee | $ 148 | |||||||
Pershing LLC Loan Agreement | Line of Credit | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | |||||||
Basis spread on variable rate | 0.90% | |||||||
Debt instrument, variable rate, floor | 5.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 3,215,000 |
Effective tax rate | 0% | (15.90%) |
Tax receivable agreement, percent of cash tax savings required to be paid | 85% |
Mezzanine Equity and Equity - N
Mezzanine Equity and Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||||
Jan. 28, 2024 | Sep. 05, 2023 | Sep. 16, 2022 | Feb. 29, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 27, 2024 | Jan. 10, 2024 | Dec. 31, 2023 | Sep. 04, 2023 | Feb. 13, 2023 | |
Class of Stock [Line Items] | ||||||||||||
Sale of stock, consideration received on transaction | $ 20,000 | |||||||||||
Sale of stock, transaction costs | $ 1,400 | |||||||||||
Proceeds from guarantor | $ 10,000 | |||||||||||
Period after commencement date | 18 months | |||||||||||
Stock purchase agreement, amount authorized | $ 50,000 | |||||||||||
Recapitalization adjustment | $ 1,000 | |||||||||||
Stock purchase agreement, resale of commitment shares, less than | $ 1,000 | |||||||||||
Stock purchase agreement, shares sold by counterparty (in shares) | 0 | |||||||||||
Commitment shares liability (see Note 7) | $ 755 | $ 755 | ||||||||||
Conversion of Series A preferred stock (Note 7) | $ 23,120 | |||||||||||
Common stock, conversion ratio (in shares) | 1 | |||||||||||
Intuitive Machines, LLC | Intuitive Machines, LLC Prior Investors | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 58% | |||||||||||
Commitment Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock purchase agreement, shares, issued (in shares) | 95,785 | 95,785 | ||||||||||
ATM Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 0 | |||||||||||
Sale of stock, authorized amount | $ 100,000 | |||||||||||
Agent commission rate of sales price per share sold | 3% | |||||||||||
Series A Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant, exercise price (in dollars per share) | $ 4.75 | $ 2.75 | ||||||||||
Series A Warrants | Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,705,883 | |||||||||||
Series B Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant, exercise price (in dollars per share) | $ 4.75 | 2.50 | ||||||||||
Series B Warrants | Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,705,883 | |||||||||||
Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,705,883 | |||||||||||
Shares issued for services during period (in shares) | 3,487,278 | |||||||||||
Shares issued from conversion of convertible securities during period (in shares) | 7,738,743 | |||||||||||
Conversion of Series A preferred stock (Note 7) | $ 23,100 | |||||||||||
Class A Common Stock | Commitment Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock purchase agreement, shares, issued (in shares) | 0 | |||||||||||
Class A Common Stock | Cantor Stock Purchase Agreement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock purchase agreement, amount authorized | $ 50,000 | |||||||||||
Class A Common Stock | Cantor Stock Purchase Agreement | Commitment Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase agreement, shares authorized (in shares) | 100,000 | |||||||||||
Series A Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ 5.10 | $ 3 | $ 12 | |||||||||
Subsidiary, ownership shares, noncontrolling owner | 21,000 |
Mezzanine Equity and Equity - C
Mezzanine Equity and Equity - Capital Stock (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Feb. 14, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||||
Series A preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Temporary equity, authorized (in shares) | 25,000,000 | 25,000,000 | |||
Temporary equity, issued (in shares) | 5,000 | 26,000 | |||
Treasury stock (in shares) | (1,250,000) | (1,250,000) | |||
Temporary equity, outstanding (in shares) | 5,000 | 26,000 | |||
Total outstanding (in shares) | 122,160,944 | ||||
Total issued (in shares) | 123,410,944 | ||||
Total authorized (in shares) | 725,000,000 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common stock, issued (in shares) | 52,496,932 | 22,237,988 | |||
Treasury stock (in shares) | (1,250,000) | ||||
Common stock, outstanding (in shares) | 51,246,932 | 20,987,988 | |||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | |||
Common stock, issued (in shares) | 0 | 0 | |||
Treasury stock (in shares) | 0 | ||||
Common stock, outstanding (in shares) | 0 | 0 | |||
Class C Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | |||
Common stock, issued (in shares) | 70,909,012 | 70,909,012 | |||
Treasury stock (in shares) | 0 | ||||
Common stock, outstanding (in shares) | 70,909,012 | 70,909,012 | |||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Series A preferred stock, par value (in dollars per share) | $ 0.0001 | ||||
Temporary equity, authorized (in shares) | 25,000,000 | ||||
Temporary equity, issued (in shares) | 5,000 | ||||
Treasury stock (in shares) | 0 | ||||
Temporary equity, outstanding (in shares) | 5,000 | 26,000 | 26,000 | 0 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 28, 2024 | Jan. 10, 2024 | Feb. 13, 2023 | Feb. 23, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Sep. 05, 2023 | Feb. 14, 2023 | |
Class of Warrant or Right [Line Items] | |||||||||
Period before warrants become exercisable (in days) | 30 days | ||||||||
Warrant term (in years) | 5 years | 5 years | |||||||
Redemption price (in dollars per share) | $ 0.01 | ||||||||
Period for prior written notice before redemption (in days) | 30 days | ||||||||
Period in which stock must reach mandatory closing price (in days) | 20 days | ||||||||
Maximum period in which stock can reach mandatory closing price (in days) | 30 days | ||||||||
Number of business days notice prior to notice being sent | 3 days | ||||||||
Warrants exercised | $ 50,589 | $ 2,243 | |||||||
Period before warrants may be exercised (in months) | 6 months | ||||||||
Warrant liabilities | 38,312 | $ 11,294 | |||||||
Loss on issuance of securities | (68,676) | 0 | |||||||
Change in fair value of warrant liabilities | $ 23,964 | $ 0 | |||||||
Proceeds from guarantor | $ 10,000 | ||||||||
Intuitive Machines, LLC | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Business acquisition, warrants assumed (in shares) | 23,332,500 | ||||||||
Warrant, exercise price (in dollars per share) | $ 11.50 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, exercise price (in dollars per share) | $ 11.50 | ||||||||
Warrants outstanding (in shares) | 16,487,500 | ||||||||
Warrants exercised (in shares) | 101 | 1,402,106 | |||||||
Class A common stock issued for warrants exercised (in shares) | 1,402,106 | ||||||||
Private Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 6,845,000 | ||||||||
Period before warrants can be transferred or sold (in days) | 30 days | ||||||||
Series A Preferred Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, exercise price (in dollars per share) | $ 15 | $ 11.50 | |||||||
Warrants outstanding (in shares) | 541,667 | ||||||||
Warrant term (in years) | 5 years | ||||||||
Warrants exercised (in shares) | 0 | ||||||||
Number of shares called by warrants (in shares) | 706,522 | ||||||||
Series B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 4,705,883 | ||||||||
Warrant, exercise price (in dollars per share) | $ 2.50 | $ 4.75 | |||||||
Loss on issuance of securities | $ 1,300 | ||||||||
Series B Warrants | Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 4,705,883 | ||||||||
Warrants exercised (in shares) | 4,705,883 | ||||||||
Warrants exercised | $ 11,800 | ||||||||
Series A Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, exercise price (in dollars per share) | $ 2.75 | $ 4.75 | |||||||
Warrants exercised (in shares) | 4,705,883 | ||||||||
Series A Warrants | Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 4,705,883 | ||||||||
New Series A Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 4,705,883 | ||||||||
Warrant, exercise price (in dollars per share) | $ 2.75 | ||||||||
Warrant term (in years) | 5 years 6 months | ||||||||
Warrants exercised (in shares) | 4,705,883 | ||||||||
Warrant liabilities | $ 10,800 | ||||||||
New Series B Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 4,705,883 | ||||||||
Warrant, exercise price (in dollars per share) | $ 2.75 | ||||||||
Warrant term (in years) | 18 months | ||||||||
Warrants exercised (in shares) | 4,705,883 | ||||||||
Warrant liabilities | $ 5,700 | ||||||||
Conversion Series A Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 4,150,780 | ||||||||
Warrant, exercise price (in dollars per share) | $ 2.57 | ||||||||
Warrant liabilities | $ 10,000 | 21,800 | |||||||
Conversion Series B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 4,150,780 | ||||||||
Warrant, exercise price (in dollars per share) | $ 2.57 | ||||||||
Warrant term (in years) | 18 months | ||||||||
Warrant liabilities | $ 5,500 | $ 16,500 | |||||||
Conversion Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants exercised (in shares) | 0 | ||||||||
Loss on issuance of securities | $ (5,500) | ||||||||
Change in fair value of warrant liabilities | 22,800 | ||||||||
Series A & B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Change in fair value of warrant liabilities | $ 1,200 | ||||||||
New Series A & B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Loss on issuance of securities | $ (16,600) | ||||||||
Series A, New Series A & New Series B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants exercised | $ 38,800 | ||||||||
Loss on issuance of securities | $ (47,900) | ||||||||
Class A common stock issued for warrants exercised (in shares) | 14,117,649 | ||||||||
Class A Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Closing price required to redeem warrants (in dollars per share) | $ 18 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class A Common Stock | Intuitive Machines, LLC | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 1 | ||||||||
Class A Common Stock | Series A Preferred Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 1 | ||||||||
Class A Common Stock | Series B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Class A common stock issued for warrants exercised (in shares) | 4,705,883 | ||||||||
Class C Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Class C Common Stock | Conversion Series A Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Class C Common Stock | Conversion Series B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 13, 2023 | May 25, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Business combination, shares of common stock per common unit | 0.5562 | ||||
Options outstanding | 1,146,245 | 1,325,354 | |||
2021 Unit Option Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 585 | ||||
2023 Omnibus Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted (in shares) | 0 | ||||
Class A Common Stock | 2023 Omnibus Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Units reserved for issuance (in shares) | 12,706,811 | ||||
Class B Common Stock | 2021 Unit Option Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Units reserved for issuance (in shares) | 1,146,245 | ||||
Stock Options | 2021 Unit Option Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Units reserved for issuance (in shares) | 6,125,000 | ||||
Share-based compensation, expense | $ 114 | $ 207 | |||
Unrecognized compensation costs, period for recognition (in years) | 3 years 2 months 8 days | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation, expense | $ 1,100 | ||||
Unrecognized compensation costs, period for recognition (in years) | 3 years 5 months 1 day | ||||
Nonvested award, cost not yet recognized, amount | $ 12,100 | ||||
Restricted Stock Units (RSUs) | 2023 Omnibus Incentive Plan | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average remaining contractual terms | 1 year | ||||
Restricted Stock Units (RSUs) | 2023 Omnibus Incentive Plan | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average remaining contractual terms | 4 years | ||||
Performance Stock Units (PSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation, expense | $ 2,700 | ||||
Nonvested award, cost not yet recognized, amount | $ 500 |
Share-Based Compensation - Unit
Share-Based Compensation - Unit Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 1,325,354 | |
Granted (in shares) | 0 | |
Class A common stock issued for stock options exercised (in shares) | (167,985) | |
Forfeited (in shares) | (11,124) | |
Ending balance (in shares) | 1,146,245 | 1,325,354 |
Exercisable (in shares) | 402,868 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance (in dollars per share) | $ 3.15 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 1.80 | |
Forfeited (in dollars per share) | 8.63 | |
Ending balance (in dollars per share) | 3.30 | $ 3.15 |
Exercisable (in dollars per share) | $ 2.65 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Outstanding, term (in years) | 7 years 5 months 15 days | 7 years 7 months 9 days |
Exercisable, term (in years) | 7 years 4 months 6 days | |
Outstanding, intrinsic value | $ 3,986,920 | |
Exercisable, intrinsic value | $ 1,570,005 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-Average Grant Date Fair Value of Unit Options (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ 1.80 |
Granted (in dollars per share) | 0 |
Vested (in dollars per share) | 0.54 |
Forfeited (in dollars per share) | 5.50 |
Ending balance (in dollars per share) | $ 1.89 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted And Performance Stock Unit Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted Stock Units (RSUs) & Performance Stock Units (PSUs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning balance (in shares) | 1,826,946 |
Granted (in shares) | 3,143,607 |
Vested (in shares) | (137,500) |
Forfeited (in shares) | (416,597) |
Ending balance (in shares) | 4,416,456 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ / shares | $ 7 |
Granted (in dollars per share) | $ / shares | 3.50 |
Vested (in dollars per share) | $ / shares | 7.56 |
Forfeited (in dollars per share) | $ / shares | 7.56 |
Ending balance (in dollars per share) | $ / shares | $ 4.44 |
Performance Stock Units (PSUs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Maximum number of shares achievable (in shares) | 919,007 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liabilities | $ 36,629 | $ 14,032 |
Warrant liabilities | 38,312 | 11,294 |
Total liabilities measured at fair value | 74,941 | 25,326 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities measured at fair value | 74,941 | 25,326 |
Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liabilities | 36,629 | 14,032 |
Warrant liabilities | 38,312 | 11,294 |
Fair Value, Recurring | Series A Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 21,792 | 8,612 |
Fair Value, Recurring | Series B Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 16,520 | 2,682 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liabilities | 0 | 0 |
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Series A Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Series B Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liabilities | 0 | 0 |
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Series A Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Series B Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liabilities | 36,629 | 14,032 |
Warrant liabilities | 38,312 | 11,294 |
Fair Value, Recurring | Level 3 | Series A Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 21,792 | 8,612 |
Fair Value, Recurring | Level 3 | Series B Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | $ 16,520 | $ 2,682 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value of Earn-out Liabilities and SAFE Agreements (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Earn-out liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, December 31, 2023 | $ 14,032 |
Additions | 0 |
Change in fair value | 22,597 |
Converted to equity | 0 |
Balance, March 31, 2024 | 36,629 |
Warrant liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, December 31, 2023 | 11,294 |
Additions | 32,089 |
Change in fair value | 23,964 |
Converted to equity | (29,035) |
Balance, March 31, 2024 | 38,312 |
Warrant liabilities | Series A Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, December 31, 2023 | 8,612 |
Additions | 20,827 |
Change in fair value | 12,823 |
Converted to equity | (20,471) |
Balance, March 31, 2024 | 21,791 |
Warrant liabilities | Series B Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, December 31, 2023 | 2,682 |
Additions | 11,262 |
Change in fair value | 11,141 |
Converted to equity | (8,564) |
Balance, March 31, 2024 | $ 16,521 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Jan. 29, 2024 USD ($) $ / shares | Jan. 28, 2024 USD ($) | Jan. 10, 2024 USD ($) $ / shares | Feb. 13, 2023 shares | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Earn-out liabilities | $ | $ 36,629 | $ 14,032 | ||||
Warrant liabilities | $ | $ 38,312 | $ 11,294 | ||||
Earn-out units, vested in period (in shares) | shares | 0 | 2,500,000 | ||||
Intuitive Machines, LLC | Earn Out Units | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Earn-out units issued (in shares) | shares | 10,000,000 | |||||
Fair Value, Recurring | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Earn-out liabilities | $ | $ 36,629 | $ 14,032 | ||||
Warrant liabilities | $ | 38,312 | 11,294 | ||||
Series B Warrants | Fair Value, Recurring | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | 16,520 | 2,682 | ||||
Series A Warrants | Fair Value, Recurring | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | 21,792 | $ 8,612 | ||||
Second Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | $ 10,800 | |||||
Second Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | $ 5,700 | |||||
Third Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | $ 10,000 | |||||
Third Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | $ 5,500 | |||||
Conversion Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | 21,800 | $ 10,000 | ||||
Conversion Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liabilities | $ | $ 16,500 | $ 5,500 | ||||
Measurement Input, Share Price | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Earn-out liability, measurement input | 6.25 | |||||
Measurement Input, Share Price | Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 2.83 | |||||
Measurement Input, Share Price | Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 2.83 | |||||
Measurement Input, Share Price | Second Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 3.05 | 2.83 | ||||
Measurement Input, Share Price | Second Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 2.83 | |||||
Measurement Input, Share Price | Third Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 3.05 | |||||
Measurement Input, Share Price | Conversion Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 6.25 | |||||
Measurement Input, Share Price | Conversion Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 6.25 | |||||
Measurement Input, Dividend Yield | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Earn-out liability, measurement input | 0 | |||||
Measurement Input, Dividend Yield | Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0 | |||||
Measurement Input, Dividend Yield | Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0 | |||||
Measurement Input, Dividend Yield | Second Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0 | 0 | ||||
Measurement Input, Dividend Yield | Second Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0 | |||||
Measurement Input, Dividend Yield | Third Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0 | |||||
Measurement Input, Dividend Yield | Conversion Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0 | |||||
Measurement Input, Dividend Yield | Conversion Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0 | |||||
Measurement Input, Risk Free Interest Rate | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Earn-out liability, measurement input | 0.0432 | |||||
Measurement Input, Risk Free Interest Rate | Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.0475 | |||||
Measurement Input, Risk Free Interest Rate | Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.0399 | |||||
Measurement Input, Risk Free Interest Rate | Second Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.0397 | 0.0400 | ||||
Measurement Input, Risk Free Interest Rate | Second Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.0455 | |||||
Measurement Input, Risk Free Interest Rate | Third Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.0453 | |||||
Measurement Input, Risk Free Interest Rate | Conversion Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.0423 | |||||
Measurement Input, Risk Free Interest Rate | Conversion Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.0488 | |||||
Measurement Input, Volatility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Earn-out liability, measurement input | 0.85 | |||||
Measurement Input, Volatility | Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.85 | |||||
Measurement Input, Volatility | Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 1.04 | |||||
Measurement Input, Volatility | Second Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 1.02 | 1.05 | ||||
Measurement Input, Volatility | Second Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.83 | |||||
Measurement Input, Volatility | Third Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.76 | |||||
Measurement Input, Volatility | Conversion Series A Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.95 | |||||
Measurement Input, Volatility | Conversion Series B Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability, measurement input | 0.65 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 30,773,520 | 23,655,962 |
Earn Out Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,500,000 | 10,000,000 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | ||
Numerator | ||||
Net loss (post Business Combination) | $ (120,656) | $ (17,696) | ||
Net loss attributable to redeemable noncontrolling interest | (23,291) | (8,336) | ||
Less: Net income attributable to noncontrolling interest | 972 | 0 | ||
Net income attributable to the Company | $ (9,360) | (98,337) | (9,360) | |
Less: Cumulative preferred dividends | (471) | (328) | ||
Net income attributable to Class A common shareholders - basic | (98,808) | (9,688) | ||
Net income attributable to Class A common shareholders - diluted | $ (98,808) | $ (9,688) | ||
Denominator | ||||
Basic weighted-average shares of Class A common stock outstanding (in shares) | 36,612,270 | 15,224,378 | ||
Net income per share of Class A common stock - basic (in dollars per share) | [1] | $ (2.70) | $ (0.64) | |
Net income per share of Class A common stock - diluted (in dollars per share) | [1] | $ (2.70) | $ (0.64) | |
[1] As a result of the Business Combination, the capital structure changed and the net loss per share information for 2023 represents results after the Closing Date of the Business Combination, for the period from February 13, 2023 through March 31, 2023. See Note 1 - Business Description and Note 11 - Net Loss per Share for additional information. |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Shares Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units (RSUs) & Performance Stock Units (PSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,416,456 | 0 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,146,245 | 1,835,335 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,861,752 | 2,193,973 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 30,773,520 | 23,655,962 |
Earn Out Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,500,000 | 10,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 12, 2020 | |
Related Party Transaction [Line Items] | ||||
Revenue | $ 73,068,000 | $ 18,236,000 | ||
Related Party | KBR, Inc. | SNS | ||||
Related Party Transaction [Line Items] | ||||
Equity ownership percentage | 10% | 10% | ||
Related Party | Kamal Ghaffarian | Aerodyne Industries | ||||
Related Party Transaction [Line Items] | ||||
Equity ownership percentage | 20% | |||
Related Party | Axiom Space, Inc | ||||
Related Party Transaction [Line Items] | ||||
Revenue | $ 0 | 100,000 | ||
Accounts receivable | 0 | $ 0 | ||
Related Party | IBX, LLC | ||||
Related Party Transaction [Line Items] | ||||
Management fee expense | 1,300,000 | 500,000 | ||
Accounts payable | 1,600,000 | 400,000 | ||
Related Party | KBR, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Revenue | 700,000 | 600,000 | ||
Accounts receivable | 600,000 | 500,000 | ||
Related Party | ASES | ||||
Related Party Transaction [Line Items] | ||||
Revenue | 300,000 | $ 200,000 | ||
Accounts receivable | 200,000 | 100,000 | ||
Related Party | X Energy, LLC | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable | $ 0 | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Variable Interest Entity [Line Items] | ||
Total assets | $ 170,771 | $ 85,908 |
Total liabilities | 214,708 | 139,327 |
SNS | ||
Variable Interest Entity [Line Items] | ||
Total assets | 35,600 | 13,700 |
Total liabilities | $ 32,300 | $ 12,000 |
IX LLC JV | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 51% | |
SNS | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 90% | |
Variable interest entity, profits interest, percent | 47% | |
X-energy | IX LLC JV | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 49% | |
IX LLC JV | ||
Variable Interest Entity [Line Items] | ||
Total assets | $ 0 | |
Total liabilities | $ 0 | |
LLC & KBR | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 10% | |
KBR, Inc. | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, profits interest, percent | 53% |
Uncategorized Items - lunr-2024
Label | Element | Value |
Dividends, Preferred Stock | us-gaap_DividendsPreferredStock | $ 328,000 |
Stock Issued During Period, Value, Warrants Exercised | lunr_StockIssuedDuringPeriodValueWarrantsExercised | 2,509,000 |
Noncontrolling Interest, Remeasurement | lunr_NoncontrollingInterestRemeasurement | 0 |
Noncontrolling Interest, Increase From Establishment | lunr_NoncontrollingInterestIncreaseFromEstablishment | 85,865,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 101,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 106,000 |
Recapitalization, Value | lunr_RecapitalizationValue | 47,445,000 |
Treasury Stock, Value, Acquired, Cost Method | us-gaap_TreasuryStockValueAcquiredCostMethod | 12,825,000 |
Conversion Of SAFE Agreements, Value | lunr_ConversionOfSAFEAgreementsValue | (20,667,000) |
Warrants Issued During Period, Value, New Issues | lunr_WarrantsIssuedDuringPeriodValueNewIssues | 173,000 |
Adjustments To Additional Paid In Capital, Establishment Of Earn-Out Liabilities | lunr_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfEarnOutLiabilities | 99,659,000 |
Treasury Stock, Common [Member] | ||
Treasury Stock, Value, Acquired, Cost Method | us-gaap_TreasuryStockValueAcquiredCostMethod | 12,825,000 |
Retained Earnings [Member] | ||
Noncontrolling Interest, Remeasurement | lunr_NoncontrollingInterestRemeasurement | 782,813,000 |
Net Income (Loss) | us-gaap_NetIncomeLoss | (5,751,000) |
Net Income (Loss) | us-gaap_NetIncomeLoss | (9,360,000) |
Additional Paid-in Capital [Member] | ||
Dividends, Preferred Stock | us-gaap_DividendsPreferredStock | 328,000 |
Stock Issued During Period, Value, Warrants Exercised | lunr_StockIssuedDuringPeriodValueWarrantsExercised | 2,509,000 |
Noncontrolling Interest, Remeasurement | lunr_NoncontrollingInterestRemeasurement | 47,416,000 |
Noncontrolling Interest, Increase From Establishment | lunr_NoncontrollingInterestIncreaseFromEstablishment | 85,865,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 101,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 106,000 |
Recapitalization, Value | lunr_RecapitalizationValue | 47,438,000 |
Conversion Of SAFE Agreements, Value | lunr_ConversionOfSAFEAgreementsValue | (20,667,000) |
Warrants Issued During Period, Value, New Issues | lunr_WarrantsIssuedDuringPeriodValueNewIssues | 173,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 22,000 |
Adjustments To Additional Paid In Capital, Establishment Of Earn-Out Liabilities | lunr_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfEarnOutLiabilities | 99,659,000 |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts | $ 24,445,000 |
Members Units [Member] | ||
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 21,500 |
Recapitalization, Shares | lunr_RecapitalizationShares | 122,527,000 |
Recapitalization, Value | lunr_RecapitalizationValue | $ (1,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 22,000 |
Common Class C [Member] | Common Stock [Member] | ||
Recapitalization, Shares | lunr_RecapitalizationShares | 68,140,188 |
Recapitalization, Value | lunr_RecapitalizationValue | $ 6,000 |
Common Class B [Member] | Common Stock [Member] | ||
Recapitalization, Shares | lunr_RecapitalizationShares | 10,566 |
Common Class A [Member] | Common Stock [Member] | ||
Recapitalization, Shares | lunr_RecapitalizationShares | 13,736,932 |
Recapitalization, Value | lunr_RecapitalizationValue | $ 2,000 |
Conversion Of SAFE Agreements, Shares Issued | lunr_ConversionOfSAFEAgreementsSharesIssued | 2,066,667 |
Stock Issued During Period, Shares, Warrants Exercised | lunr_StockIssuedDuringPeriodSharesWarrantsExercised | 218,205 |