Ladies and gentlemen, thank you for standing by. My name is Colby, and I'll be your conference operator today. At this time, I would like to welcome you to the Intuitive Machines Acquisition Update Conference Call. Please be advised that today's call is being recorded. I would like to turn the call over to Stephen Zhang, Head of Investor Relations. Please go ahead.

Good morning. Welcome to the Intuitive Machines Acquisition Update Call. Chief Executive Officer, Steve Altemus; and Chief Financial Officer, Pete McGrath, are leading the call today. Before we begin, please note that some of the information discussed during today's call will consist of forward-looking statements, setting forth our current expectations with respect to the future of our business, the economy and other events. The company's actual results could differ materially from those indicated in any forward-looking statements due to many factors. These factors are described under forward-looking statements in the company's press release and the company's most recent 10-K and 10-Q filed with the SEC. We do not undertake any obligation to update forward-looking statements. We also expect to discuss certain financial measures and information that are non-GAAP measures as defined in the applicable SEC rules and regulations. Reconciliations to the company's GAAP measures are included in the acquisition update filed on Form 8-K. Finally, we posted an acquisition update call presentation to our website, which provides additional context. You can find this presentation on our Investor Relations page at www.intuitivemachines.com/investors. Now I'll turn the call over to Steve Altemus.

Thank you, Stephen. Good morning. I'm pleased to announce that Intuitive Machines has entered into a definitive agreement to acquire Lanteris Space Systems, formerly known as Maxar Space Systems from Advent in a transaction priced at $800 million, consisting of $450 million in cash and $350 million in Intuitive Machines Class A common stock. During our second quarter earnings call, I stated our long-term vision to become a new space prime, providing delivery, data and infrastructure services emphasizing growth in communications, navigation and space data networking services for defense, civil and commercial markets. We just did exactly that. With this acquisition, Intuitive Machines is positioned to become the next-generation space prime, applying our demonstrated agility and innovation with Lanteris' unmatched satellite production, scale and proven space flight reliability. The transaction represents the next step in Intuitive Machines evolution from a lunar-proven space infrastructure company to a vertically integrated space prime provider of choice, serving national security, civil and commercial customers across earth, ground, earth orbit, moon, Mars and beyond. Global demand for secure sovereign communications, missile warning and space domain awareness is increasing. U.S. defense and intelligence programs like Space Development Agency layered architecture require companies that can move fast, innovate and deliver at scale. Intuitive Machines brings a disruptive and innovative development approach in building unique, agile and highly specialized solutions in extreme firm fixed price environments. Over the past 2 years, we've proven our ability to build, fly, maneuver and operate in lunar space using our network of global ground stations and our near space data network. Our vision has always been clear to build the infrastructure that enables economic expansion in space. To do that, we must move faster and operate at scale, and that is what Lanteris brings. With over 65 years of experience, Lanteris has developed and delivered more than 300 spacecraft for critical national security, civil and commercial missions, supporting missile warning, space domain awareness and communication programs vital to the United States and its allies. The company maintains 99.99% on-orbit availability and operates world-class production facilities totaling over 560,000 square feet. Lanteris builds high-value spacecraft with a strong commercial focus, successfully operating in a cost-efficient competitive environment. In just the last 3 years, Lanteris introduced its 300 Series spacecraft as a leading platform for proliferated low earth orbit constellations. This record of performance cements Lanteris as a trusted provider of critical space defense capabilities for the U.S. government. We know the growing national security market is seeking commercial-minded solutions to address emerging complex missions. This acquisition allows us to apply ingenuity to proven delivery capability that distinguishes ourselves as a next-generation prime, coupling our collective expertise to address new demands across civil, defense and commercial sectors is a powerful combination we are pleased to bring to market. We believe this acquisition will strengthen the company's position to prime future national security space, including Golden Dome and Space Development Agency layered architecture, civil space such as Artemis, LTVS and Mars Data Relay, and commercial space programs. This acquisition also enhances our competitiveness across several active opportunities where Intuitive Machines already leads. By integrating Lanteris' production scale and communications experience into our existing architectures, we strengthen our pursuit of our vision, expanding our lunar data relay constellation under the near Space network services contract and commercializing NASA's tracking and data relay satellite system. This integration can accelerate task orders and broaden our capacity to deliver value from every orbit. We believe this acquisition accelerates Intuitive Machines' transition into a company that can design, manufacture, deliver and operate missions across the entire space domain from earth orbit to lunar orbit and ultimately to Mars and Deep Space. Intuitive Machines is creating a new model for how space primes operate that intends to unlock diverse revenue streams that fuel a high-growth, high-margin portfolio. As mentioned, Lanteris positions the company for sustainable growth by investing in the 300-class satellite and pivoting toward national security markets, including the Space Development Agency Tranche 1 and Tranche 2 awards for L3Harris in 2022 and 2024. That foundation unlocked the potential of Lanteris' 300 Series spacecraft for national security applications and established it as a trusted competitive supplier. We look forward to applying our innovation, speed of execution and services model to further amplify this momentum. I'll now hand it over to Pete McGrath to go over the Q3 financials along with details around the transaction.

Thank you, Steve, and thanks to everyone joining us today. Starting with Q3 financials. Revenue was $52.4 million, driven primarily by OMES, CLPS and NSNS. We continue to monitor the government shutdown and budgetary processes where there is legislative language for the Defense Appropriations markup to fund OSAM-1 for the Space Force, which will shift this program from civil space to national security. Gross margin was $5.7 million, driven by continued focus on cost and execution of key programs. This was an improvement compared to Q2 2025, which included significant EAC adjustments on IM-3 and IM-4. Net loss for the quarter was $10 million, and adjusted EBITDA was negative $13.2 million in the quarter, an improvement in adjusted EBITDA of $12.2 million versus Q2 2025, driven by higher gross margins. We ended Q3 with a backlog of $235.9 million, which includes $9.8 million for the Definitized orbital transfer vehicle contract, $8.2 million for the follow-on in-space nuclear power contract and $7.5 million for a commercial rideshare customer on IM-4. Note that the backlog does not contain the remaining $123 million of the total $150 million initial value for NSNS 2.2, which is recognized on a task order basis. When looking at our Q3 2025 backlog, we expect to recognize approximately 20% of that in 2025. With the acquisition of Lanteris, we intend to provide updated backlog burn rates for 2026 and 2027 early next year. In August, we completed a $345 million gross convertible note offering with the intent to acquire a company that would transform us into a next-generation space prime. Lanteris is that company. We ended Q3 with a cash balance of $622 million. Our detailed financial tables will be provided next week in conjunction with our 10-Q filing. Moving on to outlook. The timing associated with our year-end revenue is impacted by uncertainty related to the government shutdown. Therefore, based on current backlog, we see Q4 revenue in line with Q3, and we remain confident in our ability to capture our identified near-term awards. Intuitive Machines expects to provide a new outlook for the combined company early next year. Now shifting to the Lanteris acquisition. The transaction is valued at $800 million and will be funded through $450 million of cash from our balance sheet and $350 million of Intuitive Machines Class A common stock, subject to adjustments. The deal uses a stock value of $12.34 based on the volume weighted average trading price for the 10 trading days ending on October 31, 2025. As a stand-alone company, Lanteris is a cash-generating business. As a combined company, Intuitive Machines expects to have adequate cash on hand for continued operations. The transaction has been approved by Intuitive Machines Board of Directors as well as the seller's Board. We expect to close the transaction in Q1 of next year, subject to customary regulatory approvals and closing conditions. This acquisition will be immediately accretive to revenue, adjusted EBITDA and free cash flow. Following this transaction, we will remain in a position of financial strength as a combined entity with more than $850 million in revenue, positive adjusted EBITDA and $920 million in backlog based on Q3 2025 trailing 12-month financials. I will now pass it back to Steve Altemus for closing remarks.

Thanks, Pete. The new Intuitive machines will combine rapid innovation and precision spacecraft production to meet the growing demand for responsive, high-reliability space infrastructure and services. With Lanteris production scale, we gained the opportunity to deploy entire constellations that extend our lunar network to proliferated low earth orbit to MEO and GEO. We believe this acquisition adds immediate capability to deploy multi-mission, multi-domain data networks. We are defining the next generation of space prime that will operate and deliver faster and more affordably across the space domain. With that, operator, we're now ready for questions.

Your first question comes from the line of Austin Moeller with Canaccord.

So just my first question here, what changes has Advent made within Lanteris to improve the margin profile of their manufacturing since they bought them? And are there any large, exquisite satellite programs in the backlog that still need to ship out?

So Lanteris is interesting. As you know, they were public. Maxar Space was publicly traded and then went private with Advent. And what you've seen is that they've had some programs that they have completed that were struggling with cost controls. All those are off the books, and they've since then invested in the 300 Series satellite, which serves Tranche 1 and Tranche 2 for the Space Development Agency. And so they're moving in a very positive direction moving forward with efficiencies that they've built into the company. So we're very pleased to see the momentum that they have and to capitalize on that momentum moving forward. I think this is an exciting acquisition. As far as your second question, I believe they're essentially nearing completion of the power propulsion element for NASA's Artemis program. And that's the most powerful satellite built in terms of propulsion and power generation to date for anyone, I believe. And that one is essentially complete and ready to ship certainly in the near future.

Okay. And then I guess, should we frame the strategy here as looking to gain more manufacturing capability left of launch and then being able to drive margins with services revenues post-launch using the ground stations and the op center?

Yes, that's correct. Our services model operates with higher margins. We can leverage the manufacturing and production capabilities, along with the reliability that Lanteris offers, to support our own networks, including data networks for Sun space. We are also considering how to replace the outdated tracking data relay satellite service for the U.S. government, as well as for Mars data relay to upgrade that aging infrastructure. Essentially, we are our own customer for our satellites, and the impressive reliability track record of Lanteris is notable, particularly in terms of the number of satellites launched, their operational lifespan, and their availability in orbit. With 99.9% availability, they demonstrate a market-leading capability.

Your next question comes from the line of Edison Yu with Deutsche Bank.

Congratulations on the transformative deal. On Lanteris, first I want to ask, what do you envision as the sort of growth profile of it going forward? Obviously, it's gone private. It's been through kind of its own issues that you kind of alluded to earlier. Is this a business that can grow quite healthy going forward, assuming you can win some of these contracts? What's sort of embedded in your outlook for that?

Well, Edison, thanks for your question. Together, the combination of the company really is exciting. With the spark of innovation that Intuitive Machines brings and Lanteris' production scale and high reliability, we not only feed existing programs on both the Intuitive Machines side and the Lanteris side but we can actually feed to Austin's question, the near space network and our own network capabilities in terms of communication data relay satellites. But what's really powerful is a total addressable market that we can unlock and open up and the diverse revenue streams that we will create as taking the family of satellites that Lanteris currently builds and providing unique mission solutions to open up those markets and access those revenue streams. We talk about things like the SDA Tranche 3 tracking layer. We can talk about TedRS replacement. We can talk about Mars data relay. We can talk about alternate GPS. Those are the kinds of things that aren't necessarily on the books today that are new markets that become available with this acquisition.

Understood. You disclosed the backlog number, obviously, for Lanteris. Is there any way to break that down in any deeper way, perhaps even by what programs would be the most in there in terms of customer exposure, anything you could share?

Well, I would say, if you look at the business today, they're roughly 25% defense 25% civil and 50% commercial is the way you break down their business. And I think you can look at the backlog in that way. I think that backlog will be changing over time as these pending new awards for Lanteris will change that mix to increase the defense or national security portion of their portfolio.

Your next question comes from the line of Josh Sullivan with JonesTrading.

Congratulations there. Steve, in the past, you've talked a lot about how IM is a data company at its core. Can you just touch on how IM and Lanteris here scale some of the data opportunities, just what you're thinking about there?

Yes, Josh. Over the past year or two, we've established Intuitive Machines to focus on delivery services, which serves as the transportation layer to reach the moon. Our data services comprise a global ground segment that communicates with the moon and extends to two million kilometers. This includes the direct-to-earth ground segment, along with our data relay network and position navigation timing around the moon. Now that we have this foundation, we are considering how to expand it in the future. Additionally, we are looking forward to the outcome of the Lunar Terrain Vehicle services contract, with expectations for an award later this year, depending on the government shutdown. As I reflect on our data services, I believe the significant growth will occur in this area and the associated networks over time. There are numerous opportunities, such as the tracking data relay satellite services and potentially commercializing the deep space network, as well as updating the aging infrastructure at Mars and its data relay. Furthermore, we have tracking layers for the SDA and the Golden Dome that offer communication and navigation prospects, directly supported by the capabilities of Intuitive Machines, enhanced by the dependable satellites provided by Lanteris. This combination positions us well to take advantage of the upcoming opportunities from Golden Dome and SDA.

Got it. And then I guess, Intuitive's historical knowledge base around Lunar operations and now the scale that Lanteris brings to bear, how might you be thinking about Artemis 3 or related tactical opportunities here?

Yes, we are in an excellent position to build a team and provide solutions for the human landing system. NASA is very interested in finding a way to deliver that sooner, and Intuitive Machines plans to collaborate with Lanteris and other companies to make that happen. So you can expect an offering from Intuitive Machines.

Your next question comes from the line of Jonathan Siegmann with Stifel.

Congratulations on the transaction. So there's been some news reports that the customer might be rethinking some of the Artemis missions and even rebidding portions of it. Can you comment a bit on how NASA's thinking may be evolving on the portions that you're involved with? And also, if I heard how you answered Josh's question, you still expect LTV to be awarded this year despite the shutdown?

Yes. Thanks, Jonathan. And I appreciate your coverage of Intuitive Machines moving forward. Thank you. So we see that the CLPS contract, Commercial Lunar Payload Services contract continues to move forward. We're expecting results of a solicitation for what they call CT4. Again, the government shutdown has put a little bit of a monkey wrench in that, not showing what the timing of that will be, whether that's supposed to be awarded by the end of the year. We do expect the LTVS demonstration mission to be awarded. From our understanding, that solicitation is ready to award. Again, the government shutdown has put timing in question, but we do expect that, and that's part of the Artemis program to be awarded. And then you're hearing a lot of talk about moving faster with Artemis 3 and the human landed system. And so that essentially and the agency is looking for information to repost and reopen that solicitation. And I answered Josh there that we're going to throw our hat in the ring on that one. And then we're continuing to press forward with all speed on the Near Space Network services contract. That's a contract that not only supports the Artemis program but supports other government agencies and their needs for communications from earth all the way out beyond cislunar space. And so the future looks very bright for us in terms of the NASA customer. And then if you think about what I just was talking about, about in the national security space, we're exceptionally positioned to respond to opportunities that are coming out of SDA and in the Golden Dome programs.

Your next question comes from the line of Alex Preston with Bank of America.

So you noted in the release, you're going to end the quarter with about $620 million of cash, deployed $450 million here. What's your comfort level given Lanteris' cash generation? Or would you maybe look for incremental financing?

Right now, we have enough capital on the balance sheet to fund operations moving forward, even considering the combination with Lanteris. Lanteris is a cash-generating business. And the combination, we expect continued operations with sufficient capital moving forward.

Yes. We also are always being opportunistic looking at other M&A opportunities, which would be anything that would drive additional cash needs. But right now, we see adequate cash on the books to manage our operations.

Got it. Appreciate the color. And then maybe just a quick sort of housekeeping one. Steve, I think you talked about Lanteris' backlog is 25% defense, 25% civil, 50% commercial. Does that commercial portion include something like the work they do for L3 on the tracking layer? Or is that like strictly by end market or end use?

That's by end market. So the commercial work is really the GEO communications birds that they put up. That's really the 1,300 series satellite, the larger satellites. The tracking layer we call into the national security.

Your next question comes from Andres Sheppard with Cantor Fitzgerald.

This is Anand on for Andres. Congrats on the news and the acquisition. Most of our questions have been asked but I was wondering if you could dive a little bit more on your recent statement and could help explain what this means for SDA and Golden Dome opportunities now as a combined company, especially with the regulatory focus and shift on this initiative?

Yes. The investment that Lanteris made in the 300 Series satellite has resulted in a very capable satellite for the proliferated LEO constellation, which addresses the needs of the tracking layer. We believe this partnership with L3Harris presents a strong offering, and we are optimistic about being awarded a contract. As Golden Dome develops, the combination of Intuitive Machines' ingenuity and innovation in systems, communications, and navigation, alongside the capable satellite buses produced by Lanteris, provides unique solutions that aren't available in the market from other vendors or contractors. We feel well-positioned for future opportunities arising from Golden Dome.

Got it. And I guess going forward, maybe what other news and opportunities do you expect to pursue and unlock? I know a lot were mentioned but what are you the most excited about?

Well, we were very excited last night to get to signing. We look to get to closing here in the next 60 to 90 days and really get the businesses integrated. And the possibilities that are associated with putting Intuitive Machines and Lanteris together really create some excitement in the aerospace sector. And so just working together and building a powerhouse new space prime is what I'm looking forward to that really kind of disrupts the paradigm that we've had for so many years and now provides an alternative offering with a commercial bent to it to provide lean, agile, affordable solutions to both civil space and national security space. That's the excitement.

Your next question comes from Jeff Van Rhee with Craig-Hallum.

This is Vijay Homan on for Jeff Van Rhee. Just had a quick one for you. I was kind of wondering, was Lanteris the kind of capability you guys were specifically shopping for? Were there other kind of potential targets that you were looking at to bring these capabilities in-house? Or was Lanteris kind of the only one and sort of an opportunistic buy?

We had an M&A strategy that we've been working on for some time. Now you saw the addition of Kinetics, which was a very capable, high-performance company that we added for precision navigation and constellation management and orbit determination. That was strategic. It was small but strategic, and they're brilliant people that we added to the company. Next on the list was Lanteris and building the production capability, the scale and the reliability. And we'll continue to look like this to add on and fold in capabilities as we need to continue to evolve the company into this next-generation prime.

Your next question comes from Greg Pendy with Clear Street.

Can you highlight any regulatory or integration risks associated with closing the deal? Also, considering the news about potential budget cuts at EOCL, should we be aware of any risks related to this deal?

Well, we'll go through a standard antitrust review by the government from a regulatory standpoint. We feel that's fairly standard. That will take 20 days to file and 30 days for the opinion from the government. We don't expect anything out of that. We'll see what the government thinks and how the government shutdown affects that timing. In terms of risks, I think we've looked at the structure of both companies. We've thought about it. We looked at financial risks in a strong position with a lot of momentum. Intuitive Machines is in a strong position. And both companies have catalysts pending that really can even improve upon our strong financial position. So I'm feeling very confident about it. And over the next 9 to 12 months, we'll do a full integration of 2 companies. We'll go through those challenges and put together a very strong company here in the coming months.

Your next question comes from the line of Griffin Boss with B. Riley Securities.

I would like to revisit a question that was asked earlier regarding the integration of Lanteris and its effects on NSNS. I believe I heard you mention that the architecture for the fourth and fifth data relay satellites may be larger now due to Lanteris' capabilities. Does this addition, along with the increased manufacturing capacity, affect your timeline for deploying those data relay satellites? You've indicated that the first satellite will launch on IM-3, with the next two on IM-4. Is it possible to accelerate this schedule and deploy the complete five-satellite constellation sooner than you initially expected?

Yes. Thanks for your question, Griffin. What we're finding in NSNS is that there's a demand for capability for the satellites that we're planning for up around the moon. And we anticipate in that Lunar constellation that there will be more demand and more customers for the satellites as we move forward over the coming 3 to 4 years. And so we're anticipating that need and providing more capability for size, weight and power on those buses so that we can provide the space domain awareness capabilities in that Lunar constellation that we think the customers are going to want. So this is an opportunity for us to grow that constellation. As far as speed of delivery, we are always looking for a way to get that constellation up and flying sooner. Our cadence of missions currently, IM-3, IM-4, IM-5 are space where we're planning to put the satellites up on those missions. If we can bring IM-4 and 5 missions in, we would but I think they're potted. I think the alternatives to delivery is what we're focused on now in terms of other ways to put those satellites up as opposed to tying them tightly to the CLPS missions. So we're going to continue to study that and look for rideshare opportunities to get them in translunar injection and then off to the moon as soon as we can.

Got it. Okay. Understood. And then, yes, just a second one for me. I guess I'll shift over to what I'll call legacy Intuitive Machines. I want to dig into this $8 million contract extension from AFRL for the in-space nuclear power technology. I think that's an extension on the Jetson program. But maybe you can just kind of explain that and specifically in the context of the new nuclear reactor on the moon and the proposals coming in for that 100-kilowatt reactor. Does this extension help position Intuitive to potentially win that nuclear reactor contract as well? Is the technology similar enough that it can be used for both programs?

Thanks, Griffin. Nuclear space is exciting right now, and Intuitive Machines has been well-positioned. As you recall, we've been working the Fission Surface Power Phase 1 and Phase 1a for some time now. So we're already in the mix for developing that reactor and delivering it to the surface. And we will continue to go forward with that opportunity to develop and deploy the reactor. As that procurement takes shape, we're following that very closely with our teammates. The Jetson AFRL contract for that Stealth satellite keeps us in the nuclear space game with an alternative technology, that's the Stirling engine. And what we have is this follow-on contract to actually demonstrate the Stirling engine operations on the International Space Station. That's what this is for this next tranche, which actually advances the technology and the capability of operating a Stirling engine, which is part of the reactor technology on the International Space Station. So the technologies between FSP and Jetson are similar but not identical. I think we'll see whether the FSP solution is a breaking cycle or a Stirling cycle. But the Jetson right now and the way we're thinking about propulsion is with a stirling engine cycle. And so we'll test that out with AFRL.

Just one note on the Fission Surface or FSP program. Maxar was one of our partners on that in the last phase, too. So we do have a long history of working with Lanteris over the last 3 to 5 years.

And your last question comes from Suji Desilva with ROTH Capital.

Pete, congrats on the transaction here. Just a clarification on Lanteris and the asset acquired just versus Maxar. The revenue mix there, is there any recurring revenue or service revenue versus satellite product revenue in the acquired asset?

The way I see it today is that it's product-based revenue delivering the 300, 500 and 1,300 class satellites. There's very little subsystem delivery where they focus on developing the subsystems for themselves and their buses. And then what we'll introduce as Intuitive Machines is that higher-margin service model approach where we're actually flying and operating in space and delivering the data back in as a service. And so I think this is just such a smart and strong combination to put these 2 businesses together really will unlock the diverse revenue streams and higher margins.

One other addition to that is as you see the government move towards the service model, this combination positions us well to be playing in that space because traditionally, government has bought satellites. Now they're looking to buy services.

Okay. That helps, Pete. And then my other question is, I saw in the presentation, you mentioned robotics. I'm wondering if that's just a complementary capability or that could be a category, how you see that landscape as a product?

Yes. I'll tell you something. I'm very excited about that. We've opened up a center of excellence for mechanisms and robotics in Maryland up near BWI Airport in Glen Burnie. That team is exceptional and then to incorporate the Lanteris robotics team with us is just a very strong and powerful combination. We currently have Lanteris or Maxar Space Systems on our LTVS team to provide the robotic arm for the LTVS. And so we're naturally working together already. And when you think about other opportunities that are coming down from the national security space, you look at RGXX and MGO, those programs require essentially highly agile enterprise-class satellites like the 1300 series with robotic arms that can grapple and manipulate other satellites to repair them and inspect them. So that's another offering of a new market that we putting these unique capabilities together that we can create and be very competitive with. Also, if you think about it, we teamed also on the OSAM mission. So the OMES contract and the on-orbit satellite servicing and manufacturing, Maxar built the bus out of the 1,300 series satellite for that mission. So as we fly that potentially for the Space Force, what are the follow-on OSAM-X missions that we can fly where we can reproduce that bus over and over again and deliver it for on-orbit satellite servicing and manufacturing and move towards in-space assembly, all brand-new markets that we have yet to tap into. So it's very exciting.

Thank you. And with no further questions in queue, I'd like to turn the conference back over to Steve Altemus for any closing remarks.

Well, thank you, everyone, for joining us this morning, and welcome to the Lanteris team as part of the Intuitive Machines family. We're very excited and looking forward to the future in space. Thank you very much.

This concludes today's conference call. You may now disconnect.