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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 27, 2024
INTUITIVE
MACHINES, INC.
(Exact
name of Registrant as Specified in its Charter)
Delaware |
|
001-40823 |
|
36-5056189 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
13467
Columbia Shuttle Street Houston,
TX 77059 |
|
77059 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(281) 520-3703
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b)-2 of the Exchange Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Class
A Common Stock, par value $0.0001 per share |
|
LUNR |
|
The
Nasdaq Stock Market LLC |
Warrants
to purchase one share of Class A Common Stock, each at an exercise price of $11.50 per share |
|
LUNRW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events.
The
unaudited pro forma condensed combined financial information of Intuitive Machines, Inc. (the “Company’) as of and
for the year ended December 31, 2023 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
INTUITIVE MACHINES, INC. |
|
|
Date: March 27, 2024 |
By: |
/s/ Stephen
Altemus |
|
|
Name: |
Stephen Altemus |
|
|
Title: |
President and Chief Executive Officer |
2
Exhibit
99.1
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined
terms included below have the same meaning as terms defined and included elsewhere in the current report on Form 8-K (the “Current
Report”), to which this unaudited pro forma condensed combined financial information is attached, or the registration statement
on Form S-3 filed with the SEC on March 27, 2024 (the “prospectus”), which is incorporated by reference to the Current Report.
Intuitive
Machines, Inc. (“Intuitive Machines”) is providing the following unaudited pro forma condensed combined financial information
to aid you in your analysis of the financial aspects of the Transactions, the Armistice Private Placement, the Loan Conversion, and the
Series A Warrant Exercise and New Series B Warrant Exercise (together, the “Transactions and other pro forma impacts” and,
respectively, described below). The following unaudited pro forma condensed combined financial information presents the combination of
the financial information of IPAX and Intuitive Machines, LLC, (“Intuitive Machines OpCo”) adjusted to give effect to the
Transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article
11 of Regulation S-X.
On
February 13, 2023 (the “Closing Date”), Intuitive Machines consummated the transactions contemplated by the business combination
agreement, dated as of September 16, 2022, by and between IPAX and Intuitive Machines OpCo (the “Business Combination Agreement”),
whereby: (i) Intuitive Machines OpCo appointed Intuitive Machines as its managing member; (ii) Intuitive Machines issued to certain existing
members of Intuitive Machines OpCo, a number of shares of Intuitive Machines Class B common stock, par value $0.0001 per share (the “Class
B Common Stock”), having one vote per share and no economic rights, or class C common stock, par value $0.0001 per share (the “Class
C Common Stock”), having three votes per share and no economic rights, in each case, in exchange for payment from such Intuitive
Machines Members of a per-share price equal to the par value per share of such stock, and equal to the number of Intuitive Machines OpCo
Common Units held by such person as of and on the Closing Date; (iii) Intuitive Machines contributed to Intuitive Machines OpCo an amount
in cash in exchange for certain units in Intuitive Machines OpCo; and (iv) the other transactions contemplated by the Business Combination
Agreement (the “Transactions”). Immediately before the Transactions, IPAX was a blank check company incorporated on January
27, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses.
Intuitive
Machines 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 enables 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 is headquartered
in Houston, Texas.
The
unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 presents the historical audited condensed consolidated
balance sheet of Intuitive Machines as of December 31, 2023, giving effect to the Armistice Private Placement, the Loan Conversion, and
the Series A Warrant Exercise and New Series B Warrant Exercise as if they had been consummated on December 31, 2023. The Transactions
are already reflected in the Intuitive Machines historical unaudited condensed consolidated balance sheet as of December 31, 2023.
The
unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical unaudited
condensed statement of operations of IPAX for the period from January 1 to February 13, 2023 with the historical audited condensed consolidated
statement of operations of Intuitive Machines for the year ended December 31, 2023, giving effect to the Transactions and other pro forma
impacts as if they had been consummated on January 1, 2023, the beginning of the earliest period presented.
The
unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the historical
audited financial statements and the accompanying notes of Intuitive Machines as and for the year ended December 31, 2023, included in
the prospectus and incorporated by reference into the Current Report to which this unaudited pro forma condensed combined financial information
is attached.
The
foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial
information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described
in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting
adjustments related to the Transactions, which is discussed in further detail below. The unaudited pro forma condensed combined financial
statements are presented for illustrative purposes only and do not purport to represent IPAX’s consolidated results of operations
or the consolidated financial position that would actually have occurred had the Transactions been consummated on the dates assumed or
to project Intuitive Machines’ consolidated results of operations or consolidated financial position for any future date or period.
The
unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and other financial information included in the prospectus and
incorporated by reference into the Current Report to which this unaudited pro forma condensed combined financial information is attached.
The
Transactions
On
September 16, 2022, we entered into the Business Combination Agreement. On February 10, 2023, as contemplated by the Business Combination
Agreement and described in the section titled “The Business Combination Proposal” of the final prospectus and definitive
proxy statement of IPAX, dated January 24, 2023 (the “Proxy Statement/Prospectus”) and filed with the SEC on January 24,
2023, IPAX filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying
documents, and filed the Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the
State of Delaware, pursuant to which IPAX was domesticated and continued as a Delaware corporation, changing its name to “Intuitive
Machines, Inc.”
Immediately
prior to the Domestication, each of the then issued and outstanding Class B ordinary shares of IPAX, par value $0.0001 per share (each,
a “Cayman Class B Share”), converted automatically, on a one-for-one basis, into a Class A ordinary share of IPAX, par value
$0.0001 per share (each, a “Cayman Class A Share”). As a result of and upon the effective time of the Domestication, among
other things, (i) each of the then issued and outstanding Cayman Class A Shares automatically converted, on a one-for-one basis, into
a share of Class A Common Stock; (ii) each of the then issued and outstanding warrants representing the right to purchase one Cayman
Class A Share automatically converted into a Public Warrant; and (iii) each of the then issued and outstanding units of IPAX were cancelled
and each holder thereof was entitled to one share of Class A Common Stock and one-half of one Public Warrant per unit.
On
the Closing Date, as contemplated by the Business Combination Agreement and described in the Proxy Statement/Prospectus, we consummated
the Business Combination, whereby (i) Intuitive Machines OpCo appointed us as its managing member, (ii) we issued to certain Intuitive
Machines Members a number of shares of Class B Common Stock, having one vote per share and no economic rights, or Class C Common Stock,
having three votes per share and no economic rights, in each case, in exchange for payment from such Intuitive Machines Members of a
per-share price equal to the par value per share of such stock, and equal to the number of Intuitive Machines OpCo Common Units held
by such person as of and on the Closing Date and (iii) we contributed to Intuitive Machines OpCo an amount in cash equal to the sum of
(without duplication): (a) all amounts in the trust account of IPAX, less (x) amounts required for the redemptions of Cayman Class A
Shares by stockholders of IPAX prior to the Business Combination and (y) transaction expenses of Intuitive Machines OpCo and IPAX, plus
(b) the aggregate proceeds actually received by IPAX from the Securities Purchase Agreement (the “Series A Preferred Securities
Purchase Agreement”) with certain investors (collectively, the “Series A Investors”), pursuant to which the Series
A Investors purchased $26.0 million (the “Series A Investment”) of 10% Series A Cumulative Convertible Preferred Stock, par
value $0.0001 per share, of Intuitive Machines, Inc. (the “Series A Preferred Stock”) and warrants exercisable to purchase
shares of Class A Common Stock at an initial exercise price of $15.00 (the “Preferred Investor Warrants”), plus (c) all other
cash and cash equivalents of IPAX, determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as
of 11:59 p.m. Eastern Time on February 12, 2023, plus (d) the Founder Subscription Amount (as defined in the Business Combination Agreement)
in exchange for the issuance by Intuitive Machines OpCo to us of (w) a number of Intuitive Machines OpCo Common Units equal to the number
of shares of Class A Common Stock issued and outstanding as of the Closing Date, (x) a number of warrants of Intuitive Machines OpCo
equal to the number of Public Warrants issued and outstanding as of the Closing Date, (y) a number of Series A preferred units of Intuitive
Machines OpCo equal to the number of shares of Series A Preferred Stock issued and outstanding as of the Closing Date and issued to the
Series A Investors and (z) a number of Intuitive Machines OpCo preferred investor warrants equal to the number of Preferred Investor
Warrants delivered to the Series A Investors on the Closing Date (together with the Domestication, the “Transactions”). Upon
the consummation of the Transactions, as of the open of business on February 13, 2023, IPAX’s ordinary shares, warrants and units
ceased trading on Nasdaq, and our Class A Common Stock and Public Warrants began trading on Nasdaq on February 14, 2023 under the symbols
“LUNR” and “LUNRW,” respectively.
The Armistice
Private Placement and the Warrant Exercise Agreement
On
September 5, 2023, we consummated the Armistice Purchase Agreement. Pursuant to the Armistice Purchase Agreement, we agreed to sell the
PIPE Securities to Armistice in the Armistice Private Placement. The Armistice Private Placement resulted in aggregate gross proceeds
to the Company of $20.0 million, before deducting related transaction costs of $1.4 million.
Pursuant
to the Warrant Exercise Agreement, on January 10, 2024, Armistice exercised in full the Series B Warrant. In consideration for the immediate
and full exercise of the Series B Warrant for cash, Armistice received the New PIPE Warrants in the New Warrants Private Placement. In
connection with the Exercise, the Company also agreed to reduce the exercise price of the Series B Warrant from $4.75 to $2.50 per share
and the exercise price of the Series A Warrant from $4.75 to $2.75 per share. The gross proceeds to the Company from the Exercise were
approximately $11.8 million, prior to deducting estimated offering expenses.
The
Loan Conversion
On
January 10, 2024, Intuitive Machines Opco entered into a series of loan documents with the Lender, pursuant to which the Lender extended
the “Credit Line to Intuitive Machines Opco. The Credit Line was guaranteed by Ghaffarian Enterprises with collateral including
marketable securities, in favor of the Lender for the benefit of Intuitive Machines Opco. On the same day, Intuitive Machines Opco borrowed
against the Credit Line in the amount of $10.0 million.
On
January 28, 2024, the Company, Intuitive Machines Opco and Ghaffarian Enterprises entered into a letter agreement pursuant to which,
on January 29, 2024, Ghaffarian Enterprises contributed $10.0 million to the Company and Intuitive Machines OpCo for purposes of repaying
the principal amount owed by Intuitive Machines Opco to the Lender under the Credit Line. In exchange for the Contribution, the Company
issued to Ghaffarian Enterprises (i) 3,487,278 shares of Class A Common Stock, (ii) the Conversion Series A Warrant to purchase up to
an aggregate of 4,150,780 shares of, at Ghaffarian Enterprises’ 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 (iii) the Conversion Series B Warrant to purchase up to an aggregate of 4,150,780 shares of, at Ghaffarian Enterprises’ 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. The Conversion Series A Warrant is immediately exercisable and has an expiration
date of January 29, 2029. The Conversion Series B Warrant is immediately exercisable and has an expiration date of July 29, 2025.
The
Series A Warrant Exercise; the New Series B Warrant Exercise and the New Series A Warrant Exercise
Pursuant
to exercise notices delivered by Armistice to the Company on February 9, 2024, February 12, 2024 and February 15, 2024, Armistice exercised
in full the Series A Warrant for cash. The gross proceeds to the Company from the Series A Warrant Exercise were approximately $12.9
million.
Pursuant
to exercise notices delivered by Armistice to the Company between February 16, 2024 and February 23, 2024, Armistice exercised in full
the New Series B Warrant for cash and the New Series A Warrant for cash. The gross proceeds to the Company from the New Series B Warrant
Exercise and the New Series A Warrant Exercise were approximately $25.9 million.
Accounting
for the Transactions
The
Transactions have been accounted for as a common control transaction with respect to Intuitive Machines OpCo which is akin to a reverse
recapitalization. Net assets of IPAX are stated at historical cost with no goodwill or other intangible assets recorded in accordance
with GAAP. The Transactions with respect to Intuitive Machines OpCo has not been treated as a change in control due primarily to one
of the Intuitive Machines OpCo Members receiving the controlling voting stake in the post-combination company; their continued management
of the post-combination company; and their ability to nominate a majority of the board of directors of the post-combination company.
Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities, and noncontrolling interests
of Intuitive Machines OpCo and IPAX are recognized at their carrying amounts on the date of the Transactions.
Under
a reverse recapitalization, IPAX has been treated as the “acquired” company for financial reporting purposes. Accordingly,
for accounting purposes, the Transactions have been treated as the equivalent of Intuitive Machines OpCo issuing stock for the net assets
of IPAX, accompanied by a recapitalization.
Basis
of Pro Forma Presentation
The
historical financial information has been adjusted to give pro forma effect to the transaction accounting required for the Transactions.
The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant
information necessary for an accurate understanding of the combined entity upon the consummation of the Transactions. Assumptions and
estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements
are described in the accompanying notes thereto. The unaudited pro forma condensed combined financial statements have been presented
for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been
achieved had the Transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements
do not purport to project the future operating results or financial position of Intuitive Machines following the completion of the Transactions.
The unaudited pro forma adjustments represent Intuitive Machines management’s estimates based on information available as of the
date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes
available and analyses are performed. IPAX and Intuitive Machines OpCo did not had any historical relationship prior to the Transactions.
Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
Unaudited
Pro Forma Condensed Consolidated Balance Sheet
As
of December 31, 2023
(in
thousands)
| |
Intuitive Machines Historical | | |
Transaction Adjustments | | |
| |
Pro Forma Combined | |
| |
| | |
| | |
| |
| |
ASSETS | |
| | |
| | |
| |
| |
Current assets | |
| | |
| | |
| |
| |
Cash and cash equivalents | |
| 4,498 | | |
| (825 | ) | |
(C) | |
| 64,261 | |
| |
| | | |
| 50,588 | | |
(D) | |
| | |
| |
| | | |
| 10,000 | | |
(E) | |
| | |
Restricted cash | |
| 62 | | |
| | | |
| |
| 62 | |
Trade accounts receivable, net | |
| 16,881 | | |
| | | |
| |
| 16,881 | |
Contract assets | |
| 6,489 | | |
| | | |
| |
| 6,489 | |
Prepaid and other current assets | |
| 3,681 | | |
| | | |
| |
| 3,681 | |
Total current assets | |
| 31,611 | | |
| 59,763 | | |
| |
| 91,374 | |
| |
| | | |
| | | |
| |
| | |
Noncurrent assets | |
| | | |
| | | |
| |
| | |
Property and equipment, net | |
| 18,349 | | |
| | | |
| |
| 18,349 | |
Operating lease right-of-use assets | |
| 35,853 | | |
| | | |
| |
| 35,853 | |
Finance lease right-of-use assets | |
| 95 | | |
| | | |
| |
| 95 | |
Total noncurrent assets | |
| 54,297 | | |
| - | | |
| |
| 54,297 | |
Total assets | |
| 85,908 | | |
| 59,763 | | |
| |
| 145,671 | |
| |
| | | |
| | | |
| |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| |
| | |
Current liabilities | |
| | | |
| | | |
| |
| | |
Accounts payable and accrued expenses | |
| 16,771 | | |
| | | |
| |
| 16,771 | |
Accounts payable - affiliated companies | |
| 3,493 | | |
| | | |
| |
| 3,493 | |
Current maturities of long-term debt | |
| 8,000 | | |
| | | |
| |
| 8,000 | |
Contract liabilities, current | |
| 45,511 | | |
| | | |
| |
| 45,511 | |
Operating lease liabilities, current | |
| 4,833 | | |
| | | |
| |
| 4,833 | |
Finance lease liabilities, current | |
| 25 | | |
| | | |
| |
| 25 | |
Other current liabilities | |
| 4,747 | | |
| | | |
| |
| 4,747 | |
Total current liabilities | |
| 83,380 | | |
| - | | |
| |
| 83,380 | |
Noncurrent liabilities | |
| | | |
| | | |
| |
| | |
Operating lease liabilities, non-current | |
| 30,550 | | |
| | | |
| |
| 30,550 | |
Finance lease liabilities, non-current | |
| 67 | | |
| | | |
| |
| 67 | |
Earn-out liabilities | |
| 14,032 | | |
| | | |
| |
| 14,032 | |
Warrant liabilities | |
| 11,294 | | |
| 847 | | |
(A) | |
| 14,818 | |
| |
| | | |
| 16,471 | | |
(B) | |
| | |
| |
| | | |
| (28,612 | ) | |
(D) | |
| | |
| |
| | | |
| 14,818 | | |
(E) | |
| | |
Other long-term liabilities | |
| 4 | | |
| | | |
| |
| 4 | |
Total noncurrent liabilities | |
| 55,947 | | |
| 3,524 | | |
| |
| 59,471 | |
Total liabilities | |
| 139,327 | | |
| 3,524 | | |
| |
| 142,851 | |
Commitments and contingencies | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| |
| | |
Mezzanine equity | |
| | | |
| | | |
| |
| | |
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 share authorized, 26,000 shares issued and outstanding at December 31, 2023 | |
| 28,201 | | |
| (23,228 | ) | |
(F) | |
| 4,973 | |
Redeemable noncontrolling interests | |
| 181,662 | | |
| | | |
| |
| 181,662 | |
| |
| | | |
| | | |
| |
| | |
Shareholders’ equity (deficit) | |
| | | |
| | | |
| |
| | |
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 22,279,876 shares issued and 21,029,876 outstanding at December 31, 2023 | |
| 2 | | |
| 2 | | |
(D) | |
| 4 | |
Class C common stock, $0.0001 par value, 100,000,000 shares authroized, 70,909,012 shares issued and outstanding at December 31, 2023 | |
| 7 | | |
| 1 | | |
(F) | |
| 8 | |
Treasury stock, at cost, 1,250,000 shares at December 31, 2023 | |
| (12,825 | ) | |
| | | |
| |
| (12,825 | ) |
Paid-in capital | |
| - | | |
| 126,211 | | |
(D) | |
| 149,438 | |
| |
| | | |
| 23,227 | | |
(F) | |
| | |
Accumulated deficit | |
| (250,466 | ) | |
| (847 | ) | |
(A) | |
| (320,440 | ) |
| |
| | | |
| (16,471 | ) | |
(B) | |
| | |
| |
| | | |
| (825 | ) | |
(C) | |
| | |
| |
| | | |
| (47,013 | ) | |
(D) | |
| | |
| |
| | | |
| (4,818 | ) | |
(E) | |
| | |
Total shareholders’ equity (deficit) | |
| (263,282 | ) | |
| 79,467 | | |
| |
| (183,815 | ) |
Total liabilities, mezzanine equity and shareholders’ equity | |
| 85,908 | | |
| 59,763 | | |
| |
| 145,671 | |
Unaudited
Pro Forma Condensed Combined Statement of Operations
(In
thousands)
| |
Year Ended December 31, 2023
Intuitive | | |
Period of January 1 to February 13, 2023 | | |
| | |
| |
| |
| |
Machines
Historical | | |
IPAX Historical | | |
Transaction Adjustments | | |
| |
Pro Forma Combined | |
| |
| | |
| | |
| | |
| |
| |
| |
| | |
| | |
| | |
| |
| |
REVENUES | |
| | |
| | |
| | |
| |
| |
Revenue | |
| 79,521 | | |
| - | | |
| | | |
| |
| 79,521 | |
| |
| | | |
| | | |
| | | |
| |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| |
| | |
Formation and operating costs | |
| - | | |
| 4,416 | | |
| | | |
| |
| 4,416 | |
Cost of revenue (excluding depreciation) | |
| 100,472 | | |
| - | | |
| | | |
| |
| 100,472 | |
Depreciation | |
| 1,376 | | |
| - | | |
| | | |
| |
| 1,376 | |
Impairment of property and equipment | |
| 964 | | |
| | | |
| | | |
| |
| 964 | |
General and administrative expense (excluding depreciation) | |
| 32,946 | | |
| - | | |
| 2,916 | | |
(DD) | |
| 38,674 | |
| |
| | | |
| | | |
| 1,987 | | |
(EE) | |
| | |
| |
| | | |
| | | |
| 825 | | |
(FF) | |
| | |
Total operating expenses | |
| 135,758 | | |
| 4,416 | | |
| 5,728 | | |
| |
| 145,902 | |
Operating loss | |
| (56,237 | ) | |
| (4,416 | ) | |
| (5,728 | ) | |
| |
| (66,381 | ) |
| |
| | | |
| | | |
| | | |
| |
| | |
OTHER INCOME (EXPENSE), NET | |
| | | |
| | | |
| | | |
| |
| | |
Interest income (expense), net | |
| (823 | ) | |
| 1,239 | | |
| (1,239 | ) | |
(AA) | |
| (823 | ) |
Change in fair value of earn-out liabilities | |
| 66,252 | | |
| - | | |
| | | |
| |
| 66,252 | |
Change in fair value of warrant liabilities | |
| 15,435 | | |
| | | |
| (15,435 | ) | |
(BB) | |
| - | |
Change in fair value of SAFE agreements | |
| (2,353 | ) | |
| - | | |
| | | |
| |
| (2,353 | ) |
Loss on issuance of securities | |
| (6,729 | ) | |
| | | |
| | | |
| |
| (6,729 | ) |
Other income (expense), net | |
| (483 | ) | |
| - | | |
| (64,331 | ) | |
(CC) | |
| (69,632 | ) |
| |
| | | |
| | | |
| (4,818 | ) | |
(HH) | |
| | |
Total other income (expense), net | |
| 71,299 | | |
| 1,239 | | |
| (85,823 | ) | |
| |
| (13,285 | ) |
Income (loss) before income taxes | |
| 15,062 | | |
| (3,177 | ) | |
| (91,551 | ) | |
| |
| (79,666 | ) |
Income tax benefit (expense) | |
| (40 | ) | |
| - | | |
| 19,226 | | |
(II) | |
| 19,186 | |
Net income (loss) | |
| 15,022 | | |
| (3,177 | ) | |
| (72,325 | ) | |
| |
| (60,480 | ) |
Net loss attributable to Intuitive Machines, LLC prior to Business Combination | |
| (5,751 | ) | |
| - | | |
| | | |
| |
| (5,751 | ) |
Net income (loss) for the period February 13, 2023 through December 31, 2023 | |
| 20,773 | | |
| (3,177 | ) | |
| (72,325 | ) | |
| |
| (54,729 | ) |
Net loss attributable to redeemable non-controlling interest | |
| (42,031 | ) | |
| - | | |
| (43,888 | ) | |
(JJ) | |
| (85,919 | ) |
Net income (loss) attributable to the Company | |
| 62,804 | | |
| (3,177 | ) | |
| (28,437 | ) | |
| |
| 31,190 | |
Less: Cumulative preferred dividends | |
| (2,343 | ) | |
| - | | |
| 1,892 | | |
(GG) | |
| (451 | ) |
Net income (loss) attributable to Class A common shareholders | |
| 60,461 | | |
| (3,177 | ) | |
| (26,545 | ) | |
| |
| 30,739 | |
| |
| | | |
| | | |
| | | |
| |
| | |
Weighted average shares outstanding of redeemable Class A common stock | |
| | | |
| 32,975,000 | | |
| | | |
| |
| | |
Basic and diluted net loss per share, redeemable Class A common stock | |
| | | |
| (0.08 | ) | |
| | | |
| |
| | |
| |
| | | |
| | | |
| | | |
| |
| | |
Weighted average shares outstanding of Class B non-redeemable common stock | |
| | | |
| 8,243,750 | | |
| | | |
| |
| | |
Basic and diluted net loss per share, Class B non-redeemable common stock | |
| | | |
| (0.08 | ) | |
| | | |
| |
| | |
Pro forma weighted average shares outstanding of Class A common stock - basic | |
| 17,648,050 | | |
| | | |
| | | |
| |
| 47,697,603 | |
Pro forma basic net income per share, Class A common stock | |
| 3.43 | | |
| | | |
| | | |
| |
| 0.64 | |
Pro forma weighted average shares outstanding of Class A common stock - diluted | |
| 25,564,313 | | |
| | | |
| | | |
| |
| 54,287,453 | |
Pro forma diluted net income per share, Class A common stock | |
| 2.46 | | |
| | | |
| | | |
| |
| 0.57 | |
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1.
Basis of Presentation
The
pro forma adjustments have been prepared as if the Transactions and other pro forma impacts had been consummated on January 1, 2023,
in the case of the unaudited pro forma condensed combined statement of operations, as this is the beginning of the earliest period presented
in the unaudited pro forma condensed combined statements of operations.
The
pro forma adjustments have been prepared as if the Armistice Private Placement, the Loan Conversion, and the Series A Warrant Exercise
and New Series B Warrant Exercise had been consummated on December 31, 2023 in the case of the unaudited pro forma condensed consolidated
balance sheet.
The
Transactions have been accounted for as a common control transaction, with no goodwill or other intangible assets recorded, in accordance
with GAAP.
Under
this method of accounting, IPAX has been treated as the “acquired” company for financial reporting purposes. Under the guidance
in ASC 805 for transactions between entities under common control, the assets, liabilities, and noncontrolling interests of Intuitive
Machines OpCo and IPAX were recognized at their carrying amounts on the date of the Transactions. Intuitive Machines OpCo has been determined
to be the predecessor to the combined entity.
The
pro forma adjustments represent management’s estimates based on information available as of the date of the Current Report and
are subject to change as additional information becomes available and additional analyses are performed. Management considers this basis
of presentation to be reasonable under the circumstances.
2.
Adjustments and Assumptions to the Unaudited Pro Forma Condensed Consolidated Balance Sheet
The
adjustments included in the unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 are as follows:
| A. | Reflects
the loss on modification of the Existing Series A Warrant. |
| B. | Reflects
the issuance of the New Series A Warrant and the New Series B Warrant, including the related
loss on issuance. |
| C. | Reflects
the estimated transaction fees related to the Armistice Private Placement, the Loan Conversion,
and the Series A Warrant Exercise and New Series B Warrant Exercise. |
| D. | Reflects
the exercise by Armistice of 9.4 million Series A Warrants and 9.4 million Series B Warrants
for 18.8 million shares of Class A Common Stock, including the related loss on exercise.
The cash impact from the exercise was approximately $50.6 million, prior to deducting estimated
offering expenses. |
| E. | Reflects
the Loan Conversion and issuance of 3.5 million shares of Class A Common Stock, 4.2 million
Conversion Series A Warrants, and 4.2 million Conversion Series B Warrants, including the
related loss on issuance. This contribution was received as part of the Loan Conversion and
was used to pay down debt that was issued January 10, 2024; as all debt impacts occurred
subsequent to December 31, 2023 and netted to zero, no debt impact is reflected here. |
| F. | Reflects
the conversion of 21,000 shares of Series A Preferred Stock into 7.7 million shares of Class
A Common Stock. |
3.
Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of Operations
The
adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 are as
follows:
| AA. | Reflects
the elimination of interest income earned on the trust account. |
| BB. | Reflects
the elimination of the change in fair value related to the Series A Warrants and Series B
Warrants, as these warrants were fully exercised. The $15.4 million change in fair value
of warrant liabilities was recognized on Intuitive Machines’ historical statement of
operations for the year ended December 31, 2023. |
| CC. | Reflects
the $0.8 million loss on modification of the Existing Series A Warrant, as presented at adjustment
(A); the $16.5 million loss on issuance of warrants to Armistice, as presented at adjustment
(B); and the $47.0 million loss on exercise of warrants, as presented at adjustment (D). |
| DD. | Reflects
the nonrecurring net stock compensation expense related to the forfeiture of 0.4 million
RSUs, the modification of 0.1 million options, and the issuance of 0.9 million PSUs and 25
thousand RSUs, which occurred subsequent to December 31, 2023. This net stock compensation
expense is expected to be fully expensed within one year. |
| EE. | Reflects
the recurring stock compensation expense related to RSUs issued subsequent to December 31,
2023, of which 0.2 million will vest over three years and 2.0 million will vest over four
years. |
| FF. | Represents
estimated transaction fees related to the Armistice Private Placement, the Loan Conversion,
and the Series A Warrant Exercise and New Series B Warrant Exercise, as presented at adjustment
(C). |
| GG. | Represents
the elimination of cumulative preferred dividends, which were converted into Class A Common
Stock subsequent to December 31, 2023, as presented at adjustment (F). |
| HH. | Represents
the loss on issuance associated with the Loan Conversion, as presented at adjustment (E). |
| II. | Represents
the estimated tax impact from adjustments related to the Armistice Private Placement, the
loan conversion, and the Series A Warrant Exercise and New Series B Warrant Exercise. |
| JJ. | Immediately
following the consummation of the Armistice Private Placement, the Loan Conversion, and the
Series A Warrant Exercise and New Series B Warrant Exercise, the economic interests held
by the noncontrolling interest (comprising Intuitive Machines OpCo Common Units) were approximately
58.1%. The percentage representing the noncontrolling interest was calculated as Class C
Common Stock, 70,909,012, divided by 121,988,441, which is the sum of shares of Class A Common
Stock and Class C Common Stock that were outstanding following the adjustments presented
herein. |
For
the year ended December 31, 2023, incremental net income attributable to the noncontrolling interest will be $43.9 million (i.e., 58.1%
of incremental pro forma amounts of $75.5 million).
4.
Income per Share
Represents
the net income per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in
connection with the consummation of the Transactions, the New Warrants Private Placement and the Warrant Exercise Agreement, assuming
the shares were outstanding since January 1, 2023. As the Transactions and New Warrants are being reflected as if they had occurred at
the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share
assumes that the shares issued as part of the Transactions and issuable relating to the New Warrants have been outstanding for the entire
periods presented.
(in thousands,
except share and per share data) | |
Year
Ended
December 31,
2023 | |
Pro
forma net income attributable to shareholders | |
$ | 30,739 | |
Pro
forma weighted average Class A Common Stock outstanding – basic | |
| 47,697,603 | |
Pro
forma Class A Common Stock basic income per share | |
$ | 0.64 | |
Pro
forma weighted average Class A Common Stock outstanding – diluted | |
| 54,287,453 | |
Pro
forma Class A Common Stock diluted income per share | |
$ | 0.57 | |
Pro forma weighted average
preferred shares outstanding | |
| 5,000 | |
The
following table presents potentially dilutive securities, as of the end of the period, excluded from the computation of diluted net earnings
per share of Class A Common Stock.
| |
Year
Ended
December 31,
2023(1) | |
RSUs | |
| 3,641,418 | |
Options | |
| 317,056 | |
Warrants | |
| 22,472,061 | |
Earn
Out Units | |
| 7,500,000 | |
| (1) | For
details related to the historical December 31, 2023 diluted earnings per share calculation,
refer to the historical audited condensed consolidated financial statements of Intuitive
Machines for the year ended December 31, 2023. The only incremental dilutive impacts related
to the PSUs, which represent contingently issuable shares where the contingency was met subsequent
to December 31, 2023, and the warrants issued as part of the Loan Conversion. |
8
v3.24.1
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|
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