0001844452-23-000065 | 10-Q | XBRL Viewer

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Mezzanine Equity and Equity - Narrative (Details) $ / shares in Units, $ in Millions				1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 05, 2023 USD ($) $ / shares shares	Aug. 30, 2023	Feb. 13, 2023 vote shares	May 31, 2023 shares	Sep. 30, 2023 USD ($) vote shares	Sep. 30, 2023 USD ($) vote shares	Sep. 04, 2023 $ / shares
Class of Stock [Line Items]
Earn-out units issued (in shares)			10,000,000
Sale of stock, consideration received on transaction \| $	$ 20.0
Sale of stock, transaction costs \| $					$ 1.4	$ 1.4
Common stock, conversion ratio (in shares)					1	1
Stakeholder, percent		5.00%
Other Lock-up Parties
Class of Stock [Line Items]
Number of days after resale registration statement declared effective		60 days
Scenario (i) \| Michael Blitzer
Class of Stock [Line Items]
Percent of securities, not to be transferred		50.00%
Number of days after resale registration statement declared effective		30 days
Scenario (ii) \| Michael Blitzer
Class of Stock [Line Items]
Percent of securities, not to be transferred		50.00%
Number of days after resale registration statement declared effective		60 days
Series B Warrants
Class of Stock [Line Items]
Warrant, exercise price (in dollars per share) \| $ / shares	$ 4.75
Series A Warrants
Class of Stock [Line Items]
Warrant, exercise price (in dollars per share) \| $ / shares	$ 4.75
Warrants \| Series B Warrants
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	4,705,883
Warrants \| Series A Warrants
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	4,705,883
Intuitive Machines, LLC \| Intuitive Machines, LLC Prior Investors
Class of Stock [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners			81.20%		77.20%	77.20%
Class A Common Stock
Class of Stock [Line Items]
Common stock, outstanding (in shares)					20,987,988	20,987,988
Issuance of stock (in shares)			5,493,182
Stock issued during period, conversion of SAFE Agreement (in shares)			2,066,667
Sale of stock, number of shares issued in transaction (in shares)	4,705,883
Number of votes for each share \| vote					1	1
Class B Common Stock
Class of Stock [Line Items]
Common stock, outstanding (in shares)					0	0
Issuance of stock (in shares)			10,566
Number of votes for each share \| vote			1		1	1
Class C Common Stock
Class of Stock [Line Items]
Common stock, outstanding (in shares)					70,909,012	70,909,012
Issuance of stock (in shares)			68,140,188	2,500,000
Number of votes for each share \| vote			3		3	3
Series A Preferred Stock
Class of Stock [Line Items]
Issuance of series A preferred stock (in shares)			26,000			26,000
Preferred stock dividend rate						10.00%
Preferred stock, convertible, conversion price (in dollars per share) \| $ / shares	$ 5.10						$ 12.00
Series A Preferred Stock \| After Year Three Post-Closing
Class of Stock [Line Items]
Preferred stock, convertible, conversion price, percentage					115.00%	115.00%
Series A Preferred Stock \| After Year Four Post-Closing
Class of Stock [Line Items]
Preferred stock, convertible, conversion price, percentage					110.00%	110.00%
Series A Preferred Stock \| After Year Five Post-Closing
Class of Stock [Line Items]
Preferred stock, convertible, conversion price, percentage					100.00%	100.00%

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 15 - RELATED PARTY TRANSACTIONS Intuitive Machines, Intuitive Aviation, IX LLC and Space Network Solutions, LLC have entered into recurring transaction agreements with certain related parties, including sales agreements and loan agreements. Axiom Space, Inc. The Company recognized revenue from Axiom Space, Inc. (“Axiom”) related to engineering services of $0.1 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively, and $0.2 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively. As of December 31, 2022, there was $0.8 million of affiliate accounts receivable which was fully reserved. During the third quarter of 2023, the affiliate accounts receivable balance was collected and the reserve was reversed. As of September 30, 2023, there were no affiliate accounts receivable related to Axiom. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, LLC is a co-founder and current member of management at Axiom. Revenue related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms. IBX, LLC and PTX, LLC The Company incurred expenses with IBX, LLC and PTX, LLC (“IBX/PTX”) related to bid & proposal, capture management and various consulting services of $0.2 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, and $0.8 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, there were $1.1 million and $0.4 million, respectively, of affiliate accounts payable related to IBX/PTX expenses. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at IBX/PTX. Expenses related to IBX/PTX are incurred in the normal course of business and amounts are settled under normal business terms. KBR, Inc. On November 12, 2020, KBR, Inc. (“KBR”) made an initial capital contribution in Space Network Solutions resulting in a 10% ownership of Space Network Solutions, which was previously a wholly owned subsidiary of Intuitive Machines, LLC. The Company recognized affiliate revenue from KBR related to engineering services of $0.9 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively, $2.3 million and $1.4 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, there was $0.7 million and $0.3 million, respectively, of affiliate accounts receivable related to KBR revenue. Revenue related to KBR are incurred in the normal course of business and amounts are settled under normal business terms. ASES The Company recognized revenue from ASES related to engineering services of $0.3 million and $0.8 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, there was $0.2 million of affiliate accounts receivable related to ASES revenue. ASES is a joint venture between Aerodyne Industries, LLC and KBR. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, LLC is a current member of management at Aerodyne Industries with an ownership interest in Aerodyne Industries. 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 September 30, 2023 and December 31, 2022, there were $0.2 million and $0.1 million, respectively, of affiliate accounts payable related to X-energy, 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. Penumbra, LLC The Company incurred expenses with Penumbra, LLC (“Penumbra”) related to license fees for the three and nine months ended September 30, 2022 of $27 thousand and $94 thousand, respectively, and incurred no expenses for the three and nine months ended September 30, 2023. Certain members of executive management at Intuitive Machines have an ownership interest in Penumbra. Expenses related to Penumbra are incurred in the normal course of business.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Debt - Outstanding Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Credit Mobilization Facility	$ 20,000	$ 20,000
Less: deferred financing costs	(18)	(39)
Current maturities of long-term debt	(19,982)	(16,098)
Long-term debt, net of current maturities	$ 0	$ 3,863

Share-Based Compensation - Unit Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	1,865,094
Granted (in shares)	0
Exercised (in shares)	(326,256)
Forfeited (in shares)	(64,688)
Ending balance (in shares)	1,474,150	1,865,094
Exercisable (in shares)	630,649
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning balance (in dollars per share)	$ 2.93
Granted (in dollars per share)	0
Exercised (in dollars per share)	1.80
Forfeited (in dollars per share)	1.80
Ending balance (in dollars per share)	3.22	$ 2.93
Exercisable (in dollars per share)	$ 2.47
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, term (in years)	7 years 5 months 8 days	8 years 10 months 24 days
Exercisable, term (in years)	6 years 7 months 20 days
Outstanding, intrinsic value	$ 2,920,545
Exercisable, intrinsic value	$ 1,423,668

Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

NOTE 7 - DEBT

The following table summarizes our outstanding debt (in thousands):


	September 30, 2023		December 31, 2022
Credit Mobilization Facility	$	20,000	$	20,000


Less: deferred financing costs	(18)		(39)
Less: current maturities	(19,982)		(16,098)
Long-term debt, net of current maturities	$	—	$	3,863

As of September 30, 2023 and December 31, 2022, the weighted-average interest rate on short-term borrowings outstanding was 10.10% and 6.55%, respectively.

Live Oak Credit Mobilization Facility

On December 12, 2019, we entered into a loan agreement with Live Oak Banking Company (the “Credit Mobilization Facility”) which provided a $12.0 million Credit Mobilization Facility with a due date of December 12, 2022 and a $1.0 million line of credit with a due date of December 12, 2020. Both the Credit Mobilization Facility and line of credit bear interest (payable monthly) at a rate per annum equal to 6%. The Credit Mobilization Facility and line of credit are secured by substantially all of the assets of the Company. On December 8, 2020 the Company entered into a Loan Modification Agreement with Live Oak Banking Company (“Live Oak”) which amended the terms of the line of credit, including decreasing the maximum principal from $1.0 million to $400 thousand, extending the maturity date from December 12, 2020 to December 10, 2021, and changing the interest rate from 6.0% to a variable interest rate at the prime rate, as published in the Wall Street Journal newspaper, plus 2.0%. On April 30, 2021, we entered into a commitment with Live Oak Banking Company which provided a $12.0 million contract mobilization credit facility with a loan maturity of November 15, 2022, which superseded the existing contract mobilization credit facility. On December 10, 2021, the line of credit expired. The Company had no balance outstanding at that time and did not renew the line of credit.

On July 14, 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2.0% and (b) 5.0%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $20.0 million outstanding under the credit mobilization facilities as of September 30, 2023 and December 31, 2022.

During the third quarter of 2023, we considered options to modify the terms of the Second Amended and Restated Loan Agreement with Live Oak. We received confirmation from Live Oak to defer the $8.0 million principal payment due on August 15, 2023 under the $12.0 million mobilization credit facility pending the outcome of the loan modification. On October 31, 2023, management decided to no longer pursue loan modification and promptly paid the deferred $8.0 million principal payment. On November 3, 2023, we received a letter of good standing from Live Oak stating the Company was current on all payments due and was in full compliance with the terms and conditions of the $8.0 million and $12.0 million mobilization credit facilities under the Second Amended and Restated Loan Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Summary of Significant Accounting Policies - Narrative (Details)			1 Months Ended	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended		12 Months Ended
	Sep. 05, 2023 USD ($) shares	Feb. 13, 2023 USD ($) shares	May 31, 2023 USD ($) $ / shares shares	Feb. 13, 2023 USD ($) shares	Sep. 30, 2023 USD ($) vote $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) vote $ / shares shares	Sep. 30, 2023 USD ($) operatingSegment reportableSegment vote $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Feb. 14, 2023 $ / shares
Accounting Policies [Line Items]
Number of operating segments \| operatingSegment								1
Number of reportable segments \| reportableSegment								1
Impairment, long-lived asset								$ 0	$ 0
Earn-out liabilities		$ 99,700,000		$ 99,700,000	$ 19,218,000		$ 19,218,000	19,218,000		$ 0
Issuance of stock				22,000
Change in fair value of earn-out liabilities					(36,036,000)	$ 0		(61,066,000)	0
Cash and cash equivalents					40,652,000	$ 8,952,000	40,652,000	40,652,000	8,952,000	25,764,000
Working capital surplus (deficit)					(52,000,000)		(52,000,000)	(52,000,000)
Proceeds from acquisition of business		34,100,000
Stock purchase agreement, amount authorized		$ 50,000,000		$ 50,000,000
Forward purchase agreement termination								12,730,000	0
Warrants exercised							16,100,000	16,124,000	$ 0
Sale of stock, consideration received on transaction	$ 20,000,000
Prepaid expense, capitalized business acquisition costs										$ 5,300,000
Transaction costs							$ 24,445,000	24,400,000
Sale of stock, transaction costs					$ 1,400,000			$ 1,400,000
Tax receivable agreement, percent of cash tax savings required to be paid					85.00%		85.00%	85.00%
Award vesting period (in years)								5 years
Common stock, conversion ratio (in shares) \| shares					1		1	1
Intuitive Machines, LLC
Accounting Policies [Line Items]
Payment of acquisition related costs								$ 9,400,000
Intuitive Machines, LLC
Accounting Policies [Line Items]
Noncontrolling interest, ownership percentage by parent		18.80%		18.80%	22.80%		22.80%	22.80%
Intuitive Machines, LLC \| Intuitive Machines, LLC Prior Investors
Accounting Policies [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners		81.20%		81.20%	77.20%		77.20%	77.20%
Common Class A & B \| Former Members of Acquiree
Accounting Policies [Line Items]
Common stock, issued (in shares) \| shares		68,150,754		68,150,754
Class A Common Stock
Accounting Policies [Line Items]
Issuance of stock (in shares) \| shares		5,493,182
Sale of stock, number of shares issued in transaction (in shares) \| shares	4,705,883
Common stock, issued (in shares) \| shares					22,237,988		22,237,988	22,237,988
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001		$ 0.0001	$ 0.0001			$ 0.0001
Votes per share of stock owned \| vote					1		1	1
Class B Common Stock
Accounting Policies [Line Items]
Issuance of stock (in shares) \| shares		10,566
Common stock, issued (in shares) \| shares					0		0	0
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Votes per share of stock owned \| vote					1		1	1
Class B Common Stock \| Former Members of Acquiree
Accounting Policies [Line Items]
Issuance of stock (in shares) \| shares		10,566
Class C Common Stock
Accounting Policies [Line Items]
Issuance of stock (in shares) \| shares		68,140,188	2,500,000
Issuance of stock			$ 19,400,000				$ 19,376,000
Common stock, issued (in shares) \| shares					70,909,012		70,909,012	70,909,012
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Votes per share of stock owned \| vote					3		3	3
Class C Common Stock \| Former Members of Acquiree
Accounting Policies [Line Items]
Issuance of stock (in shares) \| shares		68,140,188
Stock Purchase Agreement
Accounting Policies [Line Items]
Stock purchase agreement, amount authorized		$ 50,000,000		$ 50,000,000
Forward Purchase Agreement
Accounting Policies [Line Items]
Forward purchase agreement termination							$ 12,700,000
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Customer One
Accounting Policies [Line Items]
Concentration risk, percentage					52.00%	99.00%		65.00%	81.00%
Customer Concentration Risk \| Accounts Receivable Benchmark \| Customer Two
Accounting Policies [Line Items]
Concentration risk, percentage								29.00%		35.00%
Customer Concentration Risk \| Accounts Receivable Benchmark \| Customer Three
Accounting Policies [Line Items]
Concentration risk, percentage								23.00%		14.00%
Customer Concentration Risk \| Accounts Receivable Benchmark \| Customer Four
Accounting Policies [Line Items]
Concentration risk, percentage								14.00%
Customer Concentration Risk \| Accounts Receivable Benchmark \| Customer Five
Accounting Policies [Line Items]
Concentration risk, percentage								13.00%
Customer Concentration Risk \| Accounts Receivable Benchmark \| Largest Customer
Accounting Policies [Line Items]
Concentration risk, percentage								0.00%		0.00%
Supplier Concentration Risk \| Cost of Goods and Service Benchmark \| Supplier One
Accounting Policies [Line Items]
Concentration risk, percentage					4.00%	87.00%		23.00%	85.00%
Supplier Concentration Risk \| Accounts Payable Benchmark \| Supplier One
Accounting Policies [Line Items]
Concentration risk, percentage								16.00%		21.00%

Warrants and SAFE Agreements (Details) $ / shares in Units, $ in Thousands			3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 05, 2023 USD ($) $ / shares shares	Feb. 13, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Feb. 14, 2023 $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 sAFEAgreement
Class of Warrant or Right [Line Items]
Period before warrants become exercisable (in days)		30 days
Warrant term (in years)		5 years
Redemption price (in dollars per share) \| $ / shares			$ 0.01		$ 0.01	$ 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 \| $					$ 16,100	$ 16,124	$ 0
Period before warrants may be exercised (in months)		6 months
Warrant liabilities \| $			$ 16,471		16,471	16,471			$ 0
Sale of stock, consideration received on transaction \| $	$ 20,000
Loss on issuance of securities \| $			(6,729)	$ 0		(6,729)	0
Change in fair value of warrant liabilities \| $			10,259	0		10,259	0
Number of SAFE agreements \| sAFEAgreement										6
Simple Agreements for Future Equity ("SAFE Agreements") \| $		$ 20,700	0		0	0			18,314
Conversion of SAFE Agreements (in shares)		2,066,667
Change in fair value of SAFE Agreements \| $			0	$ 255		2,353	$ (181)
Fair Value, Recurring
Class of Warrant or Right [Line Items]
Warrant liabilities \| $			$ 16,471		16,471	$ 16,471
Simple Agreements for Future Equity ("SAFE Agreements") \| $									$ 18,314
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) \| $ / shares		$ 11.50
Public Warrants
Class of Warrant or Right [Line Items]
Warrant, exercise price (in dollars per share) \| $ / shares								$ 11.50
Warrants outstanding (in shares)		16,487,500
Warrants exercised (in shares)			0			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) \| $ / shares	$ 11.50	$ 15.00
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]
Warrant, exercise price (in dollars per share) \| $ / shares	$ 4.75
Warrants exercised (in shares)						0
Series B Warrants \| Fair Value, Recurring
Class of Warrant or Right [Line Items]
Warrant liabilities \| $	$ 9,300		$ 4,282		4,282	$ 4,282
Series B Warrants \| Warrants
Class of Warrant or Right [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	4,705,883
Series A Warrants
Class of Warrant or Right [Line Items]
Warrant, exercise price (in dollars per share) \| $ / shares	$ 4.75
Warrants exercised (in shares)						0
Series A Warrants \| Fair Value, Recurring
Class of Warrant or Right [Line Items]
Warrant liabilities \| $	$ 17,500		$ 12,189		$ 12,189	$ 12,189
Series A Warrants \| Warrants
Class of Warrant or Right [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	4,705,883
Class A Common Stock
Class of Warrant or Right [Line Items]
Closing price required to redeem warrants (in dollars per share) \| $ / shares		$ 18.00
Sale of stock, number of shares issued in transaction (in shares)	4,705,883
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

Fair Value Measurements - Narrative (Details) $ in Thousands	Sep. 30, 2023 USD ($) $ / shares	Sep. 05, 2023 USD ($) $ / shares	Feb. 13, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities \| $	$ 19,218		$ 99,700	$ 0
Warrant liabilities \| $	16,471			$ 0
Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities \| $	19,218
Warrant liabilities \| $	16,471
Series B Warrants \| Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $	4,282	$ 9,300
Series A Warrants \| Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $	$ 12,189	$ 17,500
Class A Common Stock
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stock issued during period, conversion of SAFE Agreement (in shares) \| shares			2,066,667
Sale of stock, price per share (in dollars per share)			$ 10.00
Measurement Input, Share Price
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	3.65		10.42
Measurement Input, Share Price \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	3.65	4.96
Measurement Input, Share Price \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	3.65	4.96
Measurement Input, Dividend Yield
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	0.000		0.000
Measurement Input, Dividend Yield \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.000	0.000
Measurement Input, Dividend Yield \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.000	0.000
Measurement Input, Risk Free Interest Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	0.0456		0.0393
Measurement Input, Risk Free Interest Rate \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.0527	0.0518
Measurement Input, Risk Free Interest Rate \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.0460	0.0437
Measurement Input, Volatility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	0.85		1
SAFE agreement, liability, measurement input				0.650
Measurement Input, Volatility \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.67	0.76
Measurement Input, Volatility \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.91	0.90
Measurement Input, Probability of Contract Being Awarded
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input			0.60
Measurement Input, Probability of Equity Financing
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SAFE agreement, liability, measurement input				0.450
Measurement Input, Probability of Liquidity Event
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SAFE agreement, liability, measurement input				0.500
Measurement Input, Probability of Dissolution Event
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SAFE agreement, liability, measurement input				0.050
Measurement Input, Discount Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SAFE agreement, liability, measurement input				0.187
Measurement Input, Expected Term, Equity Financing
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SAFE agreement, liability, measurement input				0.5
Measurement Input, Expected Term, Liquidity Event
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SAFE agreement, liability, measurement input				1
Measurement Input, Expected Term, Dissolution Event
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SAFE agreement, liability, measurement input				2

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

NOTE 6 - LEASES

The Company leases real estate for office space and for administrative, research, marketing and light manufacturing operations of the lessee’s aerospace related research and development business under operating leases. There are no finance leases.

The Company has eight real estate leases with lease terms ranging from 3 months to 250 months, some of which contain options to extend and some of which contain options to terminate the lease without cause at the option of lessee.

The Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which the Company accounts for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease components, and hence are not included in the

measurement of lease liability. For the three and nine months ended September 30, 2023 and 2022, there were no significant variable lease costs. There are no restrictions or covenants imposed by any of the leases, and none of the Company’s leases contain material residual value guarantees.

In September 2021, we signed a ground lease agreement for the development of a lunar operations center that will serve as a production and testing facility of lunar lander components and other aerospace related operations. The facility is near completion, and the lessor will reimburse up to $40.0 million for certain costs incurred by us for design, construction, and development. Management concluded that it was deemed the owner, for accounting purposes only, of the facility under build-to-suit lease accounting due to its involvement in the construction activities of the facility. Accordingly, we are accounting for the construction of the facility as a financing arrangement. As of December 31, 2022, we had capitalized $10.3 million of construction in progress and a corresponding financing obligation of $9.1 million. Upon completion of the construction, the lease agreement will have an initial term of 20 years with four optional renewal periods of 5 years each.

During the fourth quarter of 2022, construction was completed for the Small Engine Verification facility (the “SEV” facility) portion of the lunar operations center, and we took possession of the SEV facility. Upon commencement of the SEV facility portion of the lease, management determined that it qualified for sale and leaseback accounting, with the leaseback being classified as an operating lease. No gain or loss was recognized or deferred on the sale of the SEV facility, as the fair value upon completion was determined to be equal to the carrying value. As of September 30, 2023, the Company recorded right-of-use assets of $2.9 million and corresponding lease liabilities of approximately $3.2 million. As of December 31, 2022, the Company recorded right-of-use assets and corresponding lease liabilities of approximately $3.1 million.

During the third quarter of 2023, the remaining construction for the lunar operations center was near completion and we took possession of the entire facility. Upon commencement of the lease, we determined that the lunar operations center qualified for sale and leaseback accounting, with the leaseback being classified as an operating lease. No gain or loss was recognized or deferred on the sale of the lunar operations center, as the fair value upon commencement was determined to be equal to the carrying value. As of the lease commencement date, we derecognized approximately $30.4 million of construction in progress and the corresponding financing obligation of $30.4 million associated with capitalized construction costs of the lunar operations center and related reimbursements received from the lessor. We recognized operating lease right-of-use assets of $32.3 million and operating lease liabilities of $26.7 million as of the lease commencement date, which includes $5.6 million of reimbursable costs to be received from the lessor. In addition, we have approximately $10.1 million of contractual obligations to complete construction of the asset, of which $5.6 million is expected to be reimbursed by the lessor recorded as other current liabilities and $4.5 million to be funded from available cash recorded as current operating lease liabilities.

The components of total lease expense are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease cost	$	234	$	184	$	690	$	456

Short-term lease cost	—		—		145		—
Total lease cost	$	234	$	184	$	835	$	456

The components of supplemental cash flow information related to operating leases are as follows (in thousands):


	Nine Months Ended September 30,
	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	634		$	574
Right-of-use assets obtained in exchange for new operating lease liabilities	$	32,285		$	—
Weighted average remaining lease term - operating leases (months)	229			46
Weighted average discount rate - operating leases	6.1		%	5.9		%

The operating lease ROU assets, current operating lease liabilities and non-current operating lease liabilities are disclosed in our condensed consolidated balance sheets.

The table below includes the estimated future undiscounted cash flows for operating leases as of September 30, 2023 (in thousands):


Year Ending December 31,	Amount
Remainder of 2023	$	547
2024	1,993
2025	1,867
2026	1,829
2027	1,366
Thereafter	58,151
Total undiscounted lease payments	$	65,753
Less: imputed interest	32,598
Present value of lease liabilities	$	33,155
Plus: construction costs to be funded by the Company	4,494
Less: reimbursable construction costs from the lessor	(5,618)
Total operating lease liabilities	$	32,031

Share-Based Compensation - Weighted-Average Grant Date Fair Value of Unit Options (Details)	9 Months Ended
	Sep. 30, 2023 $ / 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)	$ 1.01
Granted (in dollars per share)	0
Vested (in dollars per share)	1.03
Forfeited (in dollars per share)	0.54
Ending balance (in dollars per share)	$ 1.99

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 10,426	$ (18,828)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	944	783
Recoveries of bad debt expense	(836)	0
Loss on disposal of property and equipment	0	6
Share-based compensation expense	2,748	385
Change in fair value of SAFE Agreements	2,353	(181)
Change in fair value of earn-out liabilities	(61,066)	0
Change in fair value of warrant liabilities	(10,259)	0
Loss on issuance of securities	6,729	0
Other	25	6
Changes in operating assets and liabilities:
Trade accounts receivable, net	(314)	(10,320)
Contract assets	4,974	(12,655)
Prepaid expenses	(1,471)	(3,347)
Other assets, net	539	(103)
Accounts payable	6,995	3,945
Accounts payable – affiliated companies	618	1,726
Contract liabilities – current and long-term	(8,598)	8,034
Other liabilities	23,260	2,191
Net cash used in operating activities	(22,933)	(28,358)
Cash flows from investing activities:
Purchase of property and equipment	(27,668)	(12,150)
Net cash used in investing activities	(27,668)	(12,150)
Cash flows from financing activities:
Proceeds from Business Combination	8,055	0
Proceeds from issuance of Series A Preferred Stock	26,000	0
Transaction costs	(9,371)	0
Proceeds from borrowings	0	16,029
Repayment of loans	0	(108)
Proceeds from issuance of securities	20,000	0
Member distributions	(7,952)	0
Net costs of stock option exercises	(293)	0
Forward purchase agreement termination	12,730	0
Warrants exercised	16,124	0
Investment from non-controlling interests	196	0
SAFE Agreements	0	4,250
Net cash provided by financing activities	65,489	20,171
Net increase (decrease) in cash, cash equivalents and restricted cash	14,888	(20,337)
Cash, cash equivalents and restricted cash at beginning of the period	25,826	29,351
Cash, cash equivalents and restricted cash at end of the period	40,714	9,014
Less: restricted cash	62	62
Cash and cash equivalents	40,652	8,952
Supplemental disclosure of cash flow information
Cash paid for interest, net	1,423	606
Cash paid for taxes	36	355
Accrued capital expenditures	579	1,441
Noncash financing activities:
Transaction costs	15,074	0
SAFE Agreements	20,667	0
Preferred dividends	(1,657)	0
Commitment Shares
Noncash financing activities:
Class A Common Stock related to CEF (Note 3)	$ 834	$ 0

Warrants and SAFE Agreements	9 Months Ended
Warrants and SAFE Agreements	Sep. 30, 2023
Equity [Abstract]
Warrants and SAFE Agreements	NOTE 10 - WARRANTS AND SAFE AGREEMENTS Public and Private Warrants In conjunction with the closing of the Business Combination, on February 13, 2023, the Company assumed a total of 23,332,500 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 business days before the Company sends the notice of redemption to the warrant holders. The number of Class 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 the nine months ended September 30, 2023, Public Warrants of 1,402,106 were exercised resulting in the issuance of an equal number of shares of Class A Common Stock. No Public Warrants were exercised during the three months ended September 30, 2023. The Company has received cash proceeds of approximately $16.1 million as of September 30, 2023. Series A Preferred Warrants In conjunction with the issuance of Series A Preferred Stock at closing of the Business Combination, the Company issued 541,667 Preferred Investor Warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $15.00, subject to adjustment. The Company evaluated the terms of the Preferred Investor Warrants and determined they meet the criteria to be classified in shareholders’ upon issuance. The Preferred Investor Warrants were immediately exercisable upon issuance and expire five 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 discussed in Note 9 and in accordance with the terms of the Certificate of Designation, the Series A Preferred Warrants exercise price was reduced to $11.50 per share and the aggregate number of shares of Class A Common Stock issuable upon exercise of the Series A Preferred Warrants was proportionally increased to 706,522. As of September 30, 2023, there have been no exercises of the Preferred Investor Warrants. The Series A Warrant and the Series B Warrant (collectively, the “Warrants”) In connection with the issuance of Class A Common stock at the closing of the Private Placement as discussed in Note 9, the Company issued (i) the Series A Warrant, which is exercisable for up to 4,705,883 shares of the Company’s Class A Common Stock at an exercise price of $4.75 per share and (ii) the Series B Warrant, which is exercisable for up to 4,705,883 shares of Class A Common Stock at an exercise price of $4.75 per share, in each case, subject to adjustment. The Series A Warrant and Series B Warrant are immediately exercisable and will expire on March 5, 2029 and March 5, 2025, respectively. The Company evaluated the terms of the 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 condensed consolidated statement of operations. The Series A Warrant and Series B Warrant had an initial fair value of $17.5 million and $9.3 million, respectively. The gross aggregate proceeds of $20.0 million from the Private Placement were allocated to the Series A Warrant and Series B Warrant resulting in a loss on the transaction of approximately $6.7 million recognized as loss on issuance of securities in our condensed consolidated statement of operations. As of September 30, 2023, the fair value of the Series A Warrant and Series B Warrant decreased to approximately $12.2 million and $4.3 million, respectively, resulting in a gain of approximately $10.3 million recognized as change in fair value of warrant liabilities in our condensed consolidated statement of operations. Each of the Warrants includes the right of the holder to exercise such warrant on a cashless basis at any time on or after March 5, 2024 if and to the extent that the shares of Class A Common Stock underlying such warrant are not registered. The Warrants do not entitle the holder to any voting rights, dividends or other rights as a shareholder of the Company prior to exercise. As of September 30, 2023, there have been no exercises of the Warrants. SAFE Agreements Prior to closing of the Business Combination, Intuitive Machines, LLC issued six SAFE Agreements in late 2021 and early 2022. The funds received upon issuance of the SAFE Agreements were used to fund operations. Pursuant to the guidance under ASC 480 “Distinguishing Liabilities from Equity,” management determined that the SAFE Agreements should initially be recorded as liabilities at fair value and subsequently remeasured at fair value with changes recognized in earnings until conversion at a qualifying financing event or termination of the SAFE Agreements. As of December 31, 2022, the SAFE Agreements had a fair value of $18.3 million recorded as a long term liability in the condensed consolidated balance sheets. As a result of closing of the Business Combination, the SAFE Agreements were converted into 2,066,667 shares of Class A Common Stock. At the Closing Date, the fair value of the SAFE Agreements was estimated at $20.7 million resulting in a change in fair value of SAFE Agreements of approximately $2.4 million recorded in the condensed consolidated statements of operations for the nine months ended September 30, 2023.

Mezzanine Equity and Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Stock by Class

The table below reflects share information about the Company’s capital stock as of September 30, 2023.


	Par Value		Authorized	Issued	Treasury Stock	Outstanding
Class A Common Stock	$	0.0001	500,000,000	22,237,988	(1,250,000)	20,987,988
Class B Common Stock	$	0.0001	100,000,000	—	—	—
Class C Common Stock	$	0.0001	100,000,000	70,909,012	—	70,909,012
Series A Preferred Stock	$	0.0001	25,000,000	26,000	—	26,000
Total shares			725,000,000	93,173,000	(1,250,000)	91,923,000

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

NOTE 4 - REVENUE

Disaggregated Revenue

We disaggregate our revenue from contracts with customers by contract type. The following table provides information about disaggregated revenue for the three and nine months ended September 30, 2023 and 2022 (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
Revenue by Contract Type
Fixed price	$	10,259	81	%	$	9,250	90	%	$	42,803	87	%	$	43,802	91	%
Time and materials	2,472		19	%	1,021		10	%	6,157		13	%	4,157		9	%
Total	$	12,731	100	%	$	10,271	100	%	$	48,960	100	%	$	47,959	100	%

Contract Assets and Liabilities

Contract assets primarily relate to deferred contract costs for subcontracted launch services, as well as work completed not yet billed for performance obligations that are satisfied over time. Deferred contract costs and unbilled receivables are recorded contract assets on our condensed consolidated balance sheets. Contract assets related to deferred contract costs are amortized straight-line 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 September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023		December 31, 2022
Contract Assets
Deferred contract costs	$	549	$	6,633
Unbilled receivables	1,456		346
Total	$	2,005	$	6,979

Amortization expense associated with deferred contract costs for subcontracted launch services was recorded in cost of revenue and was $7.1 million and $25.1 million, respectively, for the three and nine months ended September 30, 2023 and $11.3 million and $33.2 million, respectively, for the three and nine months ended September 30, 2022.

The following table presents contract liabilities as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023		December 31, 2022

Contract liabilities – current
Deferred revenue	$	28,281	$	39,831
Contract loss provision	12,617		10,120
Accrued launch costs	8,781		6,705
Total contract liabilities – current	49,679		56,656
Contract liabilities – long-term

Contract loss provision	566		2,188
Total contract liabilities – long-term	566		2,188
Total contract liabilities	$	50,245	$	58,844

Revenue recognized from amounts included in contract liabilities at the beginning of the period was $33.4 million and $24.6 million during the nine months ended September 30, 2023 and 2022, respectively.

Loss Contracts

Contract losses are a result of constraining variable consideration and estimated contract costs exceeding current contract price. The Company experiences favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract price. We recorded net losses related to contracts with customers of $15.6 million and $29.2 million, respectively, for the three and nine months ended September 30, 2023, and $4.5 million and $6.9 million, respectively, for the three and nine months ended September 30, 2022.

As of September 30, 2023, the status of these loss contracts was as follows:

•The first contract, for lunar payload services, became a loss contract in 2019 due to the constraint of variable consideration. Variable consideration has been constrained to $0 from a total potential amount of $8.1 million. For the nine months ended September 30, 2023, and 2022, changes in estimated contract costs resulted in an additional $9.4 million and $9.3 million contract loss, respectively. As of September 30, 2023, and 2022, this contract was approximately 98% complete and 92% complete, respectively. The contract is anticipated to be 100% complete as of February 29, 2024. As of September 30, 2023 and December 31, 2022, the contract loss provision recorded in contract liabilities, current in our condensed consolidated balance sheets was $0.4 million and $0.4 million, respectively.

•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 $7.8 million. For the nine months ended September 30, 2023 and 2022, changes in estimated contract costs resulted in an additional $5.9 million and a reduction of $(6.4) million in contract loss, respectively. As of September 30, 2023, and 2022, this contract was approximately 55% complete and 25% 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 after that date. As of September 30, 2023 and December 31, 2022, the contract loss provision recorded in contract liabilities, current was $8.7 million and $7.7 million, respectively, and $0.6 million and $2.2 million, 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 $8.4 million. For the nine months ended September 30, 2023 and 2022, changes in estimated contract costs resulted in an additional $12.3 million and $3.5 million contract loss, respectively. As of September 30, 2023 this contract was approximately 82% complete. This contract is anticipated to be 100% complete as of June 30, 2024. As of September 30, 2023 and December 31, 2022, the

contract loss provision recorded in contract liabilities, current in our condensed consolidated balance sheets was $3.3 million and $1.9 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 September 30, 2023, the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $69.1 million. The Company expects to recognize revenue on approximately 25-30% of the remaining performance obligations over the next 3 months, 65-70% in 2024 and the remaining thereafter. Remaining performance obligations do not include variable consideration that was determined to be constrained as of September 30, 2023.

For time and materials contracts, we have adopted the practical expedient that allows us to recognize revenue based on our right to invoice; therefore, we do not report unfulfilled performance obligations for time and materials agreements.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 05, 2023	Feb. 13, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	$ 19,218		$ 99,700	$ 0
Warrant liabilities	16,471			0
Simple Agreements for Future Equity ("SAFE Agreements")	0		$ 20,700	18,314
Total liabilities measured at fair value	35,689			18,314
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	35,689			18,314
Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	19,218
Warrant liabilities	16,471
Simple Agreements for Future Equity ("SAFE Agreements")				18,314
Fair Value, Recurring \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	12,189	$ 17,500
Fair Value, Recurring \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	4,282	$ 9,300
Fair Value, Recurring \| Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	0
Warrant liabilities	0
Simple Agreements for Future Equity ("SAFE Agreements")				0
Fair Value, Recurring \| Level 1 \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 1 \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	0
Warrant liabilities	0
Simple Agreements for Future Equity ("SAFE Agreements")				0
Fair Value, Recurring \| Level 2 \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 2 \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0
Fair Value, Recurring \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	19,218
Warrant liabilities	16,471
Simple Agreements for Future Equity ("SAFE Agreements")				$ 18,314
Fair Value, Recurring \| Level 3 \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	12,189
Fair Value, Recurring \| Level 3 \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	$ 4,282

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Members Units	Class A Common Stock	Class B Common Stock	Class C Common Stock	Series A Preferred Stock	Commitment Shares	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Common Stock Class C Common Stock	Common Stock Commitment Shares	Treasury Stock	Paid-in Capital	Paid-in Capital Class C Common Stock	Paid-in Capital Commitment Shares	Accumulated Deficit	Accumulated Deficit Commitment Shares
Beginning balance, members units (shares) at Dec. 31, 2021	122,500,000
Beginning balance, members units at Dec. 31, 2021	$ 1
Beginning balance at Dec. 31, 2021	(51,844)												$ 14,337			$ (66,182)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Member's units, share-based compensation expense (in shares)		500
Share-based compensation expense	385												385
Cumulative preferred dividends	0
Net loss - pre-business combination	$ (18,828)															(18,828)
Issuance of stock							$ 0
Ending balance, members units (shares) at Sep. 30, 2022	122,500,500
Ending balance, members units at Sep. 30, 2022	$ 1
Ending balance at Sep. 30, 2022	$ (70,287)												14,722			(85,010)
Beginning balance, members units (shares) at Jun. 30, 2022	122,500,000
Beginning balance, members units at Jun. 30, 2022	$ 1
Beginning balance at Jun. 30, 2022	(58,500)												14,577			(73,078)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Member's units, share-based compensation expense (in shares)		500
Share-based compensation expense	145												145
Net loss - pre-business combination	$ (11,932)															(11,932)
Ending balance, members units (shares) at Sep. 30, 2022	122,500,500
Ending balance, members units at Sep. 30, 2022	$ 1
Ending balance at Sep. 30, 2022	(70,287)												14,722			(85,010)
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	$ 0	$ 0		$ 0	14,967			(72,587)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	101												101
Issuance of stock (in shares)		(21,500)
Issuance of stock	22												22
Net income (loss) attributable to the company	(5,751)															(5,751)
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	$ 0	$ 0		0	14,967			(72,587)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative preferred dividends	(1,657)
Accretion of preferred stock discount						$ (22)
Net loss - pre-business combination	$ (5,751)
Class A common stock issued for stock options exercised (in shares)	326,256
Issuance of stock							834
Transaction costs	$ (24,400)
Establishment of redeemable noncontrolling interest	(85,865)
Repurchase of common stock	(12,800)
Ending balance, members units (shares) at Sep. 30, 2023		0
Ending balance (in shares) at Sep. 30, 2023			20,987,988	0	70,909,012			22,237,988	0	70,909,012
Ending balance, members units at Sep. 30, 2023		$ 0
Ending balance at Sep. 30, 2023	(346,214)							$ 2	$ 0	$ 7		(12,825)	0			(333,398)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	2,647												2,647
Member distributions (in shares)								64,328		268,824
Member distributions	(7,952)												3,168			(11,120)
Cumulative preferred dividends	(1,657)												(1,657)
Accretion of preferred stock discount	(22)												(22)
Recapitalization (in shares)		122,527,000						13,736,932	10,566	68,140,188
Recapitalization	47,445	$ (1)						$ 2		$ 6			47,438
Issuance of stock (in shares)										(2,500,000)	(95,785)
Class A common stock issued for PIPE investment (in shares)								4,705,883
Class A common stock issued for stock options exercised (in shares)								155,722
Class A common stock issued for stock options exercised	(314)												(314)
Class A common stock issued for Class B canceled (in shares)								10,566	(10,566)
Partner capital	196												196
Issuance of stock					$ 19,376		$ 834			$ 1				$ 19,375	$ 834		$ 0
Transaction costs	(24,445)												(24,445)
Establishment of the earn-out liabilities	(99,659)												(99,659)
Establishment of redeemable noncontrolling interest	85,865												85,865
Conversion of SAFE Agreements (in shares)								2,066,666
Conversion of SAFE Agreements	20,667												20,667
Issuance of warrants to preferred shareholders	173												173
Repurchase of common stock	(12,825)											(12,825)
Warrants exercised (in shares)								1,402,106
Class A common stock issued for warrants exercised	16,124												16,124
Recapitalization adjustment (Note 3)	(1,000)												(1,000)
Subsequent remeasurement of redeemable noncontrolling interests	(382,234)												(84,480)			(297,754)
Other	2															2
Net income (loss) attributable to the company	53,812															53,812
Ending balance, members units (shares) at Sep. 30, 2023		0
Ending balance (in shares) at Sep. 30, 2023			20,987,988	0	70,909,012			22,237,988	0	70,909,012
Ending balance, members units at Sep. 30, 2023		$ 0
Ending balance at Sep. 30, 2023	(346,214)							$ 2	$ 0	$ 7		(12,825)	0			(333,398)
Beginning balance, members units (shares) at Jun. 30, 2023		0
Beginning balance (in shares) at Jun. 30, 2023								17,301,489	10,566	70,640,188
Beginning balance, members units at Jun. 30, 2023		$ 0
Beginning balance at Jun. 30, 2023	(678,272)							$ 2	$ 0	$ 7		(12,825)	0			(665,456)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	1,556												1,556			0
Member distributions (in shares)								64,328		268,824
Member distributions	(3,689)												3,168			(6,857)
Cumulative preferred dividends	(674)												(674)
Accretion of preferred stock discount	(9)					$ (9)						0	(9)
Net loss - pre-business combination	0
Class A common stock issued for PIPE investment (in shares)								4,705,883
Class A common stock issued for stock options exercised (in shares)								155,722
Class A common stock issued for stock options exercised	(314)												(314)
Class A common stock issued for Class B canceled (in shares)								10,566	(10,566)
Partner capital	196												196
Subsequent remeasurement of redeemable noncontrolling interests	301,341												(3,923)			305,264
Member's units, net income attributable to the Company		$ 0
Net income (loss) attributable to the company	33,651							$ 0		$ 0			0			33,651
Ending balance, members units (shares) at Sep. 30, 2023		0
Ending balance (in shares) at Sep. 30, 2023			20,987,988	0	70,909,012			22,237,988	0	70,909,012
Ending balance, members units at Sep. 30, 2023		$ 0
Ending balance at Sep. 30, 2023	$ (346,214)							$ 2	$ 0	$ 7		$ (12,825)	$ 0			$ (333,398)

Pay vs Performance Disclosure - USD ($) $ in Thousands	2 Months Ended	3 Months Ended	8 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Feb. 13, 2023	Sep. 30, 2023	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss) attributable to the company	$ (5,751)	$ 33,651	$ 53,812

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation	$ 329	$ 276	$ 944	$ 783
Property and equipment, net	17,503		17,503		$ 21,176
Construction in progress
Property, Plant and Equipment [Line Items]
Interest costs capitalized	279	$ 62	658	$ 130
Asset Pledged as Collateral
Property, Plant and Equipment [Line Items]
Property and equipment, net	16,700		16,700		$ 20,300
Fabrication of Commercial Communications Satellite
Property, Plant and Equipment [Line Items]
Construction in progress	$ 12,100		$ 12,100

Business Description	9 Months Ended
Business Description	Sep. 30, 2023
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, as contemplated by the Business Combination Agreement and described in the section titled “The Business Combination Proposal” of the final prospectus and definitive proxy statement of IPAX, dated January 24, 2023 and filed with the SEC on January 24, 2023, IPAX filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which IPAX was domesticated and continues as a Delaware corporation, changing its name to “Intuitive Machines, Inc.” On February 13, 2023 (the “Closing Date”), Intuitive Machines, Inc. and Intuitive Machines, LLC consummated the previously announced business combination (the “Business Combination”) and related transactions (the “Transactions”) contemplated by the Business Combination Agreement. As a result of the Transactions, all of the issued and outstanding common units of Intuitive Machines, LLC were converted into common stock of Intuitive Machines, Inc. using an exchange ratio of 0.5562 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 (the “Public Warrants”) began trading on Nasdaq under the symbols “LUNR” and “LUNRW,” respectively. See Note 3 - Business Combination and Related Transactions for additional information.

Business Description (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 13, 2023	Sep. 30, 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	$ 50.0
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
Class A Common Stock \| Cantor Stock Purchase Agreement
Business Description [Line Items]
Stock purchase agreement, amount authorized				$ 50.0

Business Combination and Related Transactions (Details) $ / shares in Units, $ in Thousands			1 Months Ended		3 Months Ended		8 Months Ended	9 Months Ended
	Feb. 13, 2023 USD ($) vote $ / shares shares	Sep. 16, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	May 31, 2023 $ / shares shares	Jun. 30, 2023 USD ($) shares	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) vote $ / shares shares	Sep. 30, 2023 USD ($) vote $ / shares shares	Feb. 23, 2023 USD ($) shares	Feb. 14, 2023 $ / shares	Feb. 12, 2023 USD ($) counterparty $ / shares shares
Business Acquisition [Line Items]
Granted (in shares)								0
Earn-out units issued (in shares)	10,000,000
Number of days following closing date	150 days
Number of years after closing date	5 years
Business combination, conversion ratio (in shares)	1
Series A preferred stock, par value (in dollars per share) \| $ / shares							$ 0.0001	$ 0.0001
Temporary equity, issued (in shares)							26,000	26,000
Tax receivable agreement, percent of cash tax savings required to be paid							85.00%	85.00%
Tax receivable agreement, eligibility, minimum percent of common units exchanged							5.00%	5.00%
Period after commencement date		18 months
Stock purchase agreement, amount authorized \| $	$ 50,000
Recapitalization adjustment \| $					$ 1,000		$ 1,000
Stock purchase agreement, resale of commitment shares, less than \| $			$ 1,000
Stock purchase agreement, liability \| $							650	$ 650
Repurchase of common stock \| $							$ 12,825	$ 12,800
Series A Purchase Agreement
Business Acquisition [Line Items]
Proceeds from issuance of preferred stock and warrants \| $	$ 26,000
Forward Purchase Agreement
Business Acquisition [Line Items]
Number of counterparties \| counterparty											2
Stock purchase agreement, redemption price (in dollars per share) \| $ / shares											$ 10.19
Stock purchase agreement, amount prepaid for repurchase obligation \| $											$ 25,500
Stock purchase agreement, shares to be repurchased (in shares)											2,500,000
Stock purchase agreement, transaction fees paid \| $						$ 750
Stock purchase agreement, cash returned to company \| $									$ 12,700
Stock purchase agreement, gain (loss) on agreement settlement \| $						$ 93
Preferred Investor Warrants \| Series A Purchase Agreement
Business Acquisition [Line Items]
Warrant, exercise price (in dollars per share) \| $ / shares		$ 15.00
Number of shares called by warrants (in shares)		541,667
Warrants outstanding (in shares)	541,667
Commitment Shares
Business Acquisition [Line Items]
Stock purchase agreement, shares, issued (in shares)			95,785		95,785
Earn Out Units \| If Triggering Event I Occurs
Business Acquisition [Line Items]
Earn-out units, amount that will vest if milestone achieved (in shares)	2,500,000
Earn Out Units \| If Triggering Events I and II-A Occur
Business Acquisition [Line Items]
Earn-out units, amount that will vest if milestone achieved (in shares)	5,000,000
Earn Out Units \| If Triggering Event II-B Occurs and Triggering Event I Does Not
Business Acquisition [Line Items]
Earn-out units, amount that will vest if milestone achieved (in shares)	7,500,000
Earn Out Units \| If Triggering Event III Occurs and Triggering Events II-and II-B Do Not
Business Acquisition [Line Items]
Earn-out units, amount that will vest if milestone achieved (in shares)	2,500,000
Intuitive Machines, LLC
Business Acquisition [Line Items]
Business combination, consideration transferred \| $	$ 700,000
Granted (in shares)	1,874,719
Warrant, exercise price (in dollars per share) \| $ / shares	$ 11.50
Intuitive Machines, LLC \| Common Units
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares)	68,155,203
Intuitive Machines, LLC \| Earn Out Units
Business Acquisition [Line Items]
Earn-out units issued (in shares)	10,000,000
Class B Common Stock
Business Acquisition [Line Items]
Issuance of stock (in shares)	10,566
Common stock, par value (in dollars per share) \| $ / shares							$ 0.0001	$ 0.0001
Number of votes for each share \| vote	1						1	1
Class B Common Stock \| Former Members of Acquiree
Business Acquisition [Line Items]
Issuance of stock (in shares)	10,566
Class B Common Stock \| Intuitive Machines, LLC
Business Acquisition [Line Items]
Common stock reserved for future issuance (in shares)	1,873,307
Class B Common Stock \| Intuitive Machines, LLC \| Common Stock
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares)	15,015
Class C Common Stock
Business Acquisition [Line Items]
Issuance of stock (in shares)	68,140,188			2,500,000
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001			$ 0.0001	$ 0.0001
Number of votes for each share \| vote	3						3	3
Class C Common Stock \| Former Members of Acquiree
Business Acquisition [Line Items]
Issuance of stock (in shares)	68,140,188
Class C Common Stock \| Intuitive Machines, LLC
Business Acquisition [Line Items]
Common stock reserved for future issuance (in shares)	10,000,000
Class C Common Stock \| Intuitive Machines, LLC \| Common Stock
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares)	68,140,188
Series A Preferred Stock
Business Acquisition [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares							$ 10.26	$ 10.26
Series A preferred stock, par value (in dollars per share) \| $ / shares							$ 0.0001	$ 0.0001
Temporary equity, issued (in shares)							26,000	26,000
Series A Preferred Stock \| Series A Purchase Agreement
Business Acquisition [Line Items]
Purchase agreement, shares authorized (in shares)		26,000
Series A preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Temporary equity, issued (in shares)	26,000
Class A Common Stock
Business Acquisition [Line Items]
Issuance of stock (in shares)	5,493,182
Common stock, par value (in dollars per share) \| $ / shares							$ 0.0001	$ 0.0001		$ 0.0001
Number of votes for each share \| vote							1	1
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 10.00
Class A Common Stock \| Triggering Event II-A \| Minimum
Business Acquisition [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	15.00
Class A Common Stock \| Triggering Event II-B \| Maximum
Business Acquisition [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	17.50
Class A Common Stock \| Forward Purchase Agreement
Business Acquisition [Line Items]
Purchase agreement, shares authorized (in shares)											1,250,000
Authorized but not purchased due to early termination (in shares)									1,250,000
Class A Common Stock \| Cantor Stock Purchase Agreement
Business Acquisition [Line Items]
Stock purchase agreement, amount authorized \| $		$ 50,000
Class A Common Stock \| Commitment Shares
Business Acquisition [Line Items]
Stock purchase agreement, shares, issued (in shares)							0	0
Class A Common Stock \| Commitment Shares \| Cantor Stock Purchase Agreement
Business Acquisition [Line Items]
Purchase agreement, shares authorized (in shares)		100,000
Class A Common Stock \| Earn Out Units \| Triggering Event II-A
Business Acquisition [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	15.00
Class A Common Stock \| Earn Out Units \| Triggering Event II-B
Business Acquisition [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	15.00
Class A Common Stock \| Earn Out Units \| Triggering Event III
Business Acquisition [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 17.50
LLC Common Units
Business Acquisition [Line Items]
Payments to acquire businesses, gross \| $	$ 8,100

Mezzanine Equity and Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Mezzanine Equity and Equity

NOTE 9 - MEZZANINE EQUITY AND EQUITY

Business Combination

The condensed consolidated statements of shareholders’ deficit, mezzanine equity and noncontrolling interests reflect the reverse recapitalization and Business Combination as described in Note 1 - Business Description and Note 3 - Business Combination and Related Transactions. As Intuitive Machines, LLC was deemed to be the accounting acquirer in the Business Combination, all periods prior to the consummation of the Business Combination reflect the balances and activity of Intuitive Machines, LLC. The consolidated balances as of December 31, 2022 from the audited financial statements of Intuitive Machines, LLC as of that date and membership unit activity in the condensed consolidated statements of change

in shareholders’ deficit, as well as mezzanine and noncontrolling interests, prior to the consummation of the Business Combination have not been retroactively adjusted.

Upon consummation of the Transactions, the Company’s capital stock consisted of (i) 8,243,750 shares of Class A Common Stock held by the Sponsor, (ii) 5,493,182 shares of Class A Common Stock issued to public shareholder, net of redemptions, (iii) 2,066,667 shares of Class A Common Stock issued as a result of the conversion of SAFE Agreements previously held by investors in Intuitive Machines, LLC, (iv) 10,566 shares of Class B Common Stock issued to Intuitive Machines, LLC Class B Unit holders, (v) 68,140,188 shares of Class C Common Stock issued to the Founders of Intuitive Machines, LLC, and (vi) 26,000 shares of Series A Preferred Stock issued to PIPE investors. In addition, 10,000,000 Earn Out Units were issued to the Intuitive Machines, LLC Founders representing contingently issuable shares of Class A Common Stock as further described in Note 3.

Private Placement

On September 5, 2023, the Company consummated a securities purchase agreement (the “Purchase Agreement”) with Armistice Capital Master Fund Ltd (the “Purchaser”) pursuant to which the Company agreed to sell securities to the Purchaser in a private placement (the “Private Placement”). The Purchase Agreement provided for the sale and issuance by the Company of (i) an aggregate of 4,705,883 shares of the Company’s Class A Common Stock and (ii) an accompanying (a) warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “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 “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 Series A Warrant and the Series B Warrant are immediately exercisable and will expire on March 5, 2029 and March 5, 2025, respectively. See Note 10 for additional information on these warrants.

On August 30, 2023, in connection with the entry into the Purchase Agreement, the Company and certain directors, officers and 5% stockholders of the Company entered into lock-up agreements. Pursuant to the applicable lock-up agreement, Michael Blitzer, a member of the board of directors of the Company, agreed not to transfer shares of Class A Common Stock or any securities convertible, exchangeable or exercisable into shares of Class A Common Stock held of record as of August 30, 2023 or acquired of record thereafter from August 30, 2023 until (i) with respect to 50% of such securities, 30 days after the date that the registration statement relating to the securities that were issued and sold in the Private Placement (the “Resale Registration Statement”) has been declared effective by the SEC and (ii) with respect to the remaining 50% of such securities, until 60 days after the effective date of the Resale Registration Statement, subject, in each case, to limited exceptions. The lock-up parties other than Mr. Blitzer agreed not to transfer shares of Class A Common Stock or any securities convertible, exchangeable or exercisable into shares of Class A Common Stock beneficially owned as of August 30, 2023 or with respect to which beneficial ownership is acquired thereafter from August 30, 2023 until 60 days after the effective date of the Resale Registration Statement, subject, in each case, to limited exceptions. The Resale Registration Statement was declared effective on September 29, 2023.

The table below reflects share information about the Company’s capital stock as of September 30, 2023.


	Par Value		Authorized	Issued	Treasury Stock	Outstanding
Class A Common Stock	$	0.0001	500,000,000	22,237,988	(1,250,000)	20,987,988
Class B Common Stock	$	0.0001	100,000,000	—	—	—
Class C Common Stock	$	0.0001	100,000,000	70,909,012	—	70,909,012
Series A Preferred Stock	$	0.0001	25,000,000	26,000	—	26,000
Total shares			725,000,000	93,173,000	(1,250,000)	91,923,000

Class A Common Stock

Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise. Class A Common Stock has rights to the economics of the Company and to receive dividend distributions, subject to applicable laws and the rights and preferences of holders of Series A Preferred Stock or any other series of stock having preference over or participation rights with Class A Common Stock. In the event of liquidation, dissolution or winding up of the affairs of Company, Class A Common Stock has rights to assets and funds of the

Company available for distribution after making provisions for preferential and other amounts to the holders of Series A Preferred Stock or any other series of stock having preference over or participation rights with Class A Common Stock.

Class B Common Stock

Each holder of Class B Common Stock is entitled to one vote for each share of Class B Common Stock held of record in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise. Class B Common Stock does not have rights to the economics of the Company nor to receive dividend distributions, except in limited circumstances. In the event of liquidation, dissolution or winding up of the affairs of the Company, Class B Common Stock holders are entitled to receive par value per share only. Class B Common Stock ownership is limited only to Intuitive Machines, LLC members in an amount not to exceed at any time the aggregate number of Intuitive Machines, LLC Common Units held of record by such member.

Class C Common Stock

Each holder of Class C Common Stock is entitled to three votes for each share of Class C Common Stock held of record in person or by proxy on all matters submitted to a vote of the holders of Class C Common Stock, whether voting separately as a class or otherwise. Class C Common Stock does not have rights to the economics of the Company nor to receive dividend distributions, except in limited circumstances. In the event of liquidation, dissolution or winding up of the affairs of the Company, Class C Common Stock holders are entitled to receive par value per share only. Class C Common Stock ownership is limited only to Intuitive Machines, LLC Founders in an amount not to exceed at any time the aggregate number of Intuitive Machines, LLC Founder Common Units held of record by such founder. The Intuitive Machines, LLC Founders are Dr. Kamal Ghaffarian, Stephen J. Altemus and Dr. Timothy Crain and their permitted transferees.

Class B and C Common Stock Conversions to Class A Common Stock

After the expiration of the applicable lock-up period on August 14, 2023, holders of certain Intuitive Machines, LLC Common Units will be permitted to exchange their Intuitive Machines, LLC Common Units (along with the cancellation of the paired share of Class B Common Stock or share of Class C Common Stock) for shares of Class A Common Stock on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the Company’s election (determined by a majority of our directors who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

During the third quarter of 2023, all of the previously issued shares of Class B Common Stock (and paired Intuitive Machines, LLC Common Units) were exchanged for shares of Class A Common Stock on a one-for-one basis. The Intuitive Machines, LLC Common Units and shares of Class B Common Stock were subsequently cancelled.

Series A Preferred Stock (Mezzanine Equity)

The Series A Preferred Stock votes together with the Company’s Common Stock on an as-converted basis, except as required by law and under certain protective provisions. Each holder of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Class A Common Stock into which the shares of Series A Preferred Stock are convertible. The Series A Preferred Stock pays dividends, semi-annually at the rate of 10% of the original price per share, plus the amount of previously accrued, but unpaid dividends, compounded semi-annually, and participates with our Common Stock on all other dividends. Accrued dividends may be paid (i) in cash, (ii) subject to satisfaction of certain equity conditions, in shares of Class A Common Stock or (iii) accumulated, compounded and added to the liquidation preference described below.

Upon any liquidation or deemed liquidation event, the holders of Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of Common Stock or any other junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value (as defined in the Certificate of Designation) or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Class A Common Stock immediately prior to the liquidation event.

Each share of Series A Preferred Stock will be convertible at the holder's option into shares of Class A Common Stock at an initial conversion ratio determined by dividing the Accrued Value (as defined in the Certificate of Designation) of such shares of Series A Preferred Stock by the conversion price of $12.00 per share subject to adjustment in accordance with the terms of the Certificate of Designation. As result of the Private Placement discussed above and in accordance with the terms of the Certificate of Designation, the Series A Preferred Stock conversion price was reduced to $5.10 per share.

The Series A Preferred Stock shall be redeemable at the option of the holder commencing any time after the 5th year anniversary of the Closing Date at a price equal to the 100% of the sum of (i) original purchase price plus (ii) all accrued/declared but unpaid dividends.

The Series A Preferred Stock shall be redeemable at the Company’s option commencing any time (A) after the 3rd year anniversary of the Closing Date at a price equal to the 115% of the Accrued Value, (B) after the 4th anniversary of the Closing Date at a price equal to the 110% of the Accrued Value and (C) after the 5th anniversary of the Closing Date at a price equal to the 100% of the Accrued Value.

Redeemable Noncontrolling Interests

As of September 30, 2023, the prior investors of Intuitive Machines, LLC owns 77.2% of the common units of Intuitive Machines, LLC. The prior investors of Intuitive Machines, LLC have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Class B Common Stock or Class C Common Stock in Intuitive Machines, Inc.) for shares of Class A Common Stock on a one-to-one 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 September 30, 2023, is controlled by the prior investors. The ability to put common units is solely within the control of the holder of the redeemable noncontrolling interests. If the prior investors elect the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock and subject to the Company’s Board approval.

The financial results of Intuitive Machines, LLC and its subsidiaries are consolidated with Intuitive Machines, Inc. with the redeemable noncontrolling interests' share of our net loss separately allocated.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Debt - Narrative (Details) - USD ($) $ in Thousands							3 Months Ended	9 Months Ended
Debt - Narrative (Details) - USD ($) $ in Thousands	Jul. 13, 2024	Nov. 14, 2023	Oct. 31, 2023	Aug. 15, 2023	Jul. 13, 2023	Dec. 08, 2020	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Jul. 14, 2022	Dec. 10, 2021	Apr. 30, 2021	Dec. 12, 2019
Debt Instrument [Line Items]
Short-term debt interest rate							10.10%	10.10%	6.55%
Live Oak Loan Agreement
Debt Instrument [Line Items]
Debt instrument, interest rate													6.00%
Live Oak Loan Agreement \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate						2.00%
Live Oak Loan Agreement \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												$ 12,000	$ 12,000
Live Oak Loan Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 400							1,000
Amount outstanding											$ 0
Live Oak Second Amended and Restated Loan Agreement \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Long-term debt							$ 20,000	$ 20,000	$ 20,000
Live Oak Second Amended and Restated Loan Agreement \| Line of Credit \| Minimum \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, interest rate							5.00%	5.00%
Live Oak Second Amended and Restated Loan Agreement \| Line of Credit \| Prime Rate \| Minimum \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate								2.00%
Live Oak Second Amended and Restated Loan Agreement, Facility One \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												$ 12,000	$ 12,000
Principal payment				$ 8,000
Deferred principal payment							$ 8,000
Live Oak Second Amended and Restated Loan Agreement, Facility One \| Line of Credit \| Secured Debt \| Subsequent Event
Debt Instrument [Line Items]
Principal payment			$ 8,000
Live Oak Second Amended and Restated Loan Agreement, Facility One \| Line of Credit \| Forecast \| Secured Debt
Debt Instrument [Line Items]
Principal payment		$ 4,000
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
Principal payment					$ 4,100
Live Oak Second Amended and Restated Loan Agreement, Facility Two \| Line of Credit \| Forecast \| Secured Debt
Debt Instrument [Line Items]
Principal payment	$ 3,900

Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 21,364	$ 24,098
Less: accumulated depreciation and amortization	(3,861)	(2,922)
Property and equipment, net	17,503	21,176
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,544	1,544
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	2,210	1,673
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	835	794
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,412	2,211
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 14,234	$ 17,747

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table provides information about disaggregated revenue for the three and nine months ended September 30, 2023 and 2022 (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
Revenue by Contract Type
Fixed price	$	10,259	81	%	$	9,250	90	%	$	42,803	87	%	$	43,802	91	%
Time and materials	2,472		19	%	1,021		10	%	6,157		13	%	4,157		9	%
Total	$	12,731	100	%	$	10,271	100	%	$	48,960	100	%	$	47,959	100	%

Contract with Customer, Contract Asset, Contract Liability, and Receivable

The following table presents contract assets as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023		December 31, 2022
Contract Assets
Deferred contract costs	$	549	$	6,633
Unbilled receivables	1,456		346
Total	$	2,005	$	6,979

The following table presents contract liabilities as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023		December 31, 2022

Contract liabilities – current
Deferred revenue	$	28,281	$	39,831
Contract loss provision	12,617		10,120
Accrued launch costs	8,781		6,705
Total contract liabilities – current	49,679		56,656
Contract liabilities – long-term

Contract loss provision	566		2,188
Total contract liabilities – long-term	566		2,188
Total contract liabilities	$	50,245	$	58,844

Condensed Consolidated Statements of Mezzanine Equity - USD ($) $ in Thousands	Total	Series A Preferred Stock	Treasury Stock	Paid-in Capital
Temporary equity, beginning balance (shares) at Dec. 31, 2022		0
Temporary equity, beginning balance at Dec. 31, 2022	$ 0	$ 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		1,657
Accretion of preferred stock discount		$ (22)
Establishment of redeemable noncontrolling interest	(85,865)
Subsequent remeasurement of redeemable noncontrolling interests	382,233
Net loss attributable to redeemable noncontrolling interest	$ (37,635)
Temporary equity, ending balance (shares) at Sep. 30, 2023	26,000	26,000
Temporary equity, ending balance at Sep. 30, 2023	$ 258,733	$ 27,506
Temporary equity, beginning balance (shares) at Jun. 30, 2023		26,000
Temporary equity, beginning balance at Jun. 30, 2023	578,630	$ 26,823
Increase (Decrease) in Temporary Equity [Roll Forward]
Cumulative preferred dividends		674
Accretion of preferred stock discount	(9)	$ (9)	$ 0	$ (9)
Subsequent remeasurement of redeemable noncontrolling interests	(301,342)
Net loss attributable to redeemable noncontrolling interest	$ (18,555)
Temporary equity, ending balance (shares) at Sep. 30, 2023	26,000	26,000
Temporary equity, ending balance at Sep. 30, 2023	$ 258,733	$ 27,506

Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 234	$ 184	$ 690	$ 456
Short-term lease cost	0	0	145	0
Total lease cost	$ 234	$ 184	$ 835	$ 456

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 40,652	$ 25,764
Restricted cash	62	62
Trade accounts receivable, net of allowance for expected credit losses of $0 and $836, respectively	2,453	1,302
Contract assets	2,005	6,979
Prepaid and other current assets	3,716	6,885
Total current assets	48,888	40,992
Property and equipment, net	17,503	21,176
Operating lease right-of-use assets	36,575	4,829
Deferred income taxes	7	7
Total assets	102,973	67,004
Current liabilities
Current maturities of long-term debt	19,982	16,098
Contract liabilities, current	49,679	56,656
Operating lease liabilities, current	6,249	725
Other current liabilities	14,262	15,178
Total current liabilities	100,907	95,180
Long-term debt, net of current maturities	0	3,863
Contract liabilities, non-current	566	2,188
Operating lease liabilities, non-current	25,782	5,078
Simple Agreements for Future Equity ("SAFE Agreements")	0	18,314
Earn-out liabilities	19,218	0
Warrant liabilities	16,471	0
Other long-term liabilities	4	0
Total liabilities	162,948	124,623
Commitments and contingencies (Note 14)
MEZZANINE EQUITY
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 26,000 shares issued and outstanding at September 30, 2023	27,506	0
Redeemable noncontrolling interests	258,733	0
SHAREHOLDERS’ EQUITY (DEFICIT)
Common units	0	1
Treasury stock, at cost, 1,250,000 shares at September 30, 2023	(12,825)	0
Paid-in capital	0	14,967
Accumulated deficit	(333,398)	(72,587)
Total shareholders’ deficit	(346,214)	(57,619)
Total liabilities, mezzanine equity and shareholders’ deficit	102,973	67,004
Related Party
Current liabilities
Accounts payable	1,060	442
Nonrelated Party Member
Current liabilities
Accounts payable	9,675	6,081
Class A Common Stock
SHAREHOLDERS’ EQUITY (DEFICIT)
Common stock	2	0
Class B Common Stock
SHAREHOLDERS’ EQUITY (DEFICIT)
Common stock	0	0
Class C Common Stock
SHAREHOLDERS’ EQUITY (DEFICIT)
Common stock	$ 7	$ 0

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30, 2023 and December 31, 2022 at fair value on a recurring basis.


	September 30, 2023
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Earn-out liabilities	Recurring	$	19,218	$	—	$	—	$	19,218

Warrant liabilities - Series A	Recurring	12,189		—		—		12,189
Warrant liabilities - Series B	Recurring	4,282		—		—		4,282
Warrant liabilities		16,471		—		—		16,471

Total liabilities measured at fair value		$	35,689	$	—	$	—	$	35,689


	December 31, 2022
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
SAFE Agreement liabilities	Recurring	$	18,314	$	—	$	—	$	18,314
Total liabilities measured at fair value		$	18,314	$	—	$	—	$	18,314

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		SAFE Agreement liabilities
Balance, December 31, 2022	$	—	$	—	$	—	$	—	$	18,314
Additions	99,659		17,459		9,271		26,730		—
Change in fair value	(61,066)		(5,271)		(4,988)		(10,259)		2,353
Converted to equity	(19,375)		—		—		—		(20,667)
Balance, September 30, 2023	$	19,218	12,188		4,282		16,471		$	—

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax (expense) benefit	$ 605	$ (380)	$ 292	$ (25)
Effective tax rate	3.90%	3.10%	2.70%	0.10%
Tax receivable agreement, percent of cash tax savings required to be paid	85.00%		85.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Feb. 13, 2023	Dec. 31, 2022	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	1,474,150		1,474,150			1,865,094
2021 Unit Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs	$ 1,000		$ 1,000
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		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)	1,474,150		1,474,150
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	$ 173	$ 145	$ 658	$ 385
Unrecognized compensation costs, period for recognition (in years)			3 years 8 months 4 days
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation, expense	$ 1,400		$ 2,100
Non-option instruments outstanding	1,669,525		1,669,525			0
Granted (in shares)			1,683,690
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

Net Income Per Share - Narrative (Details) shares in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023 vote shares	Sep. 30, 2023 vote shares
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares) \| shares	22.5
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) \| shares	7.5	7.5
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Votes per share of stock owned	1	1
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Votes per share of stock owned	1	1
Class C Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Votes per share of stock owned	3	3

Leases - Narrative (Details)	1 Months Ended	3 Months Ended	9 Months Ended
Leases - Narrative (Details)	Sep. 30, 2021 USD ($)	Sep. 30, 2023 USD ($) financeLease realEstateLease renewalPeriod	Sep. 30, 2023 USD ($) financeLease realEstateLease renewalPeriod	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of finance leases \| financeLease		0	0
Number of real estate leases \| realEstateLease		8	8
Property and equipment, gross		$ 21,364,000	$ 21,364,000	$ 24,098,000
Lessee, ground lease, number of optional renewal periods \| renewalPeriod		4	4
Operating lease right-of-use assets		$ 36,575,000	$ 36,575,000	4,829,000
Present value of lease liabilities		32,031,000	32,031,000
Less: reimbursable construction costs from the lessor		(5,618,000)	$ (5,618,000)
Lunar Operations Center
Lessee, Lease, Description [Line Items]
Amount of lease costs able to be reimbursed	$ 40,000,000
Long-term debt				9,100,000
Lessee, ground lease, term of contract (in years)			20 years
Lessee, ground lease, term of renewal period (in years)			5 years
Sale and leaseback transaction, gain (loss), net		0
Operating lease right-of-use assets		32,300,000	$ 32,300,000
Extinguishment of debt, amount		30,400,000
Present value of lease liabilities		26,700,000	26,700,000
Construction in progress
Lessee, Lease, Description [Line Items]
Property and equipment, gross		14,234,000	14,234,000	17,747,000
Construction in progress \| Lunar Operations Center
Lessee, Lease, Description [Line Items]
Property and equipment, gross				10,300,000
Property, plant and equipment, derecognized		(30,400,000)	(30,400,000)
Construction Costs for Lunar Operations Center \| Lunar Operations Center
Lessee, Lease, Description [Line Items]
Property and equipment, gross		10,100,000	10,100,000
Operating lease right-of-use assets		4,500,000	4,500,000
Operating lease, liability, reduction		5,600,000	5,600,000
Small Engine Verification Facility "SEV Facility" \| Lunar Operations Center
Lessee, Lease, Description [Line Items]
Sale and leaseback transaction, gain (loss), net			0
Operating lease right-of-use assets		2,900,000	2,900,000	3,100,000
Present value of lease liabilities		$ 3,200,000	$ 3,200,000	$ 3,100,000
Minimum
Lessee, Lease, Description [Line Items]
Lease term (in months)		3 months	3 months
Maximum
Lessee, Lease, Description [Line Items]
Lease term (in months)		250 months	250 months

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company’s unaudited condensed consolidated financial statements and related notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim reporting and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. Our condensed consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”) a majority-owned 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 December 31, 2022 balances reported herein are derived from the audited consolidated financial statements of Intuitive Machines, LLC.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements of Intuitive Machines, LLC as of and for the years ended December 31, 2022 and 2021 contained in our Form 8-K/A dated March 30, 2023, filed with the SEC on March 31, 2023. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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. The effective dates shown in this Note 2 below reflect the election to use the extended transition period.

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 52% and 65%, respectively, of the Company’s total revenue for the three and nine months ended September 30, 2023, and accounted for 99% and 81%, respectively, of the Company’s total revenue for the three and nine months ended September 30, 2022. The largest customer’s accounts receivable balance was nil as of September 30, 2023 and December 31, 2022. Four other customers accounted for 29%, 23%, 14%, and 13% of the accounts receivable balance as of September 30, 2023, and two customers accounted for 35% and 14% of the accounts receivable balance as of December 31, 2022.

Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the three and nine months ended September 30, 2023 the Company had one major supplier representing 4% and 23%, respectively, of goods and services purchased. This major supplier also accounted for 87% and 85% of goods and services purchased for the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the one major supplier represented 16% and 21%, respectively, of the accounts payable balance.

Liquidity and Capital Resources

The unaudited condensed consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022, and related notes were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.

As of September 30, 2023, the Company had cash and cash equivalents of $40.7 million and a working capital deficit of $52.0 million. The Company has historically funded its operations through internally generated cash on hand, proceeds from sales of its capital stock including the execution of SAFE Agreements, and proceeds from the issuance of bank debt. As further described in Note 1 - Business Description, on February 13, 2023, the Company received approximately $34.1 million of gross proceeds to fund operations as a result of the Business Combination with IPAX. Additionally, in connection with the Business Combination, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement. Subsequent to the closing of the Business Combination, the Company received $12.7 million in cash associated with the termination of a forward purchase agreement and $16.1 million in cash proceeds associated with warrant exercises.

On September 5, 2023, the Company consummated a securities purchase agreement pursuant to which the Company agreed to sell securities in a private placement which included the issuance by the Company of an aggregate of 4,705,883

shares of the Company’s Class A Common Stock for aggregate gross proceeds of approximately $20.0 million. See Note 9 - Mezzanine Equity and Equity for additional information on this securities purchase agreement.

Management believes that the cash and cash equivalents as of September 30, 2023 and the additional liquidity provided by the equity facility discussed above will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.

Cash and Cash Equivalents

The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account.

Transaction Costs

Business Combination

Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 3. These costs were initially capitalized as incurred and recorded as prepaid expenses in our condensed consolidated balance sheets and totaled $5.3 million as of December 31, 2022. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were netted against the proceeds from the merger and recorded as an offset in additional paid-in capital upon consummation of the transactions. Total transaction costs charged to additional paid in capital were approximately $24.4 million during the nine months ended September 30, 2023. Approximately, $9.4 million in transaction costs were paid by Intuitive Machines, LLC during the nine months ended September 30, 2023. The remaining difference was paid by Intuitive Machines, LLC in 2022 or by IPAX prior to the closing of the Business Combination.

Securities Purchase Agreement

Transaction costs related to the consummation of the securities purchase agreement described further in Note 9, includes direct legal, broker, accounting and other fees. Transaction costs totaled approximately $1.4 million during the three and nine months ended September 30, 2023 charged to general and administrative expenses in our statement of operations.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable is recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected.

Prepayments and Other Current Assets

Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments.

Property and Equipment, Net

Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction-in-process.

Depreciation is computed using the straight-line method over the following estimated useful lives of assets:


Asset						Useful Life
Leasehold improvements						1 – 7 years
Vehicles and trailers						3 – 5 years
Computers and software						3 years
Furniture and fixtures						5 years
Machinery and equipment						3 – 7 years

Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying condensed consolidated statements of operations.

Long-Lived Assets

Long-lived assets consist of property and equipment, net, and are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of the long-lived asset may not be recoverable. Recoverability is measured by comparing the carrying value of a long-lived asset to the future undiscounted cash flows that the long-lived asset is expected to generate from use and eventual disposition. An impairment loss will be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. No impairment charges were recorded for the nine months ended September 30, 2023 and 2022.

Earn-Out Liabilities

Unvested earn out units of Intuitive Machines, LLC (“Earn Out Units”) are classified as liability transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination. At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the condensed consolidated statement of operations. Upon issuance and release of the shares after each Triggering Event (as defined in Note 3) is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to shareholders’ equity (deficit) on the condensed consolidated balance sheet. As of the Closing Date, the Earn Out Units had a fair value of $99.7 million. As a result of the OMES III Contract award by the National Aeronautics and Space Administration (“NASA”) in May 2023, Triggering Event I (as defined below) under the earn out agreement vested resulting in the issuance of 2,500,000 shares of Intuitive Machines Class C common stock, par value $0.0001 per share (the “Class C Common Stock”) with a fair value of approximately $19.4 million to the applicable Intuitive Machines, LLC Members resulting in a reduction to earn-out liabilities and an increase to shareholders’ deficit. As of September 30, 2023, the remaining Earn Out Units had a fair value of $19.2 million, with the changes in the fair value between the Closing Date and September 30, 2023 of $61.1 million recognized as change in fair value of the earn-out liability under other income (expense) within the condensed consolidated statements of operations.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms pursuant to the guidance of ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Liability classified warrants are valued using a Black-Scholes-Merton model at issuance and for each reporting period when applicable.

Operating Lease Liabilities and Right-of-Use Assets

We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, none of our lease liabilities were determined using implicit rates. Certain leases include provisions for the renewal or termination. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and non-lease components of a contract. Operating lease ROU assets are presented within Operating lease right-of-use assets on our condensed consolidated balance sheet. See Note 6 - Leases for further disclosures and information on leases.

Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long-term debt. The carrying amount of cash and cash equivalents, trade receivables, trade payables and receivables and payables from affiliates approximates fair value because of the short-term nature of the instruments. The fair value of debt approximates its carrying value because the cost of borrowing fluctuates based upon market conditions.

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels:

•Level 1: Quoted prices for identical instruments in active markets.

•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and

•Level 3: Significant inputs to the valuation model are unobservable.

Redeemable Noncontrolling Interests

Noncontrolling interests represent the portion of Intuitive Machines, LLC that Intuitive Machines, Inc. controls and consolidates but does not own. The noncontrolling interests was created as a result of the Business Combination and represents 68,150,754 common units issued by Intuitive Machines, LLC to the prior investors. As of the Close of the Business Combination, Intuitive Machines, Inc. held an 18.8% interest in Intuitive Machines, LLC, with the remaining 81.2% interest held by Intuitive Machines, LLC’s prior investors. As of September 30, 2023, Intuitive Machines, Inc. held an 22.8% interest in Intuitive Machines, LLC with the remaining 77.2% interest held by the prior investors. The prior investors’ interests in Intuitive Machines, LLC represents a redeemable noncontrolling interest. At its discretion, the members have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Intuitive Machines Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) or Class C Common Stock in Intuitive Machines) for either shares of Class A Common Stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. Any redemption of Intuitive Machines, LLC Common Units in cash must be funded through a private or public offering of Class A Common Stock and is subject to the Board’s approval. As of September 30, 2023, the prior investors of Intuitive Machines, LLC hold the majority of the voting rights on the Board.

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within the Company’s control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at the Intuitive Machines, LLC prior investors’ share in the net assets of the Company upon consummation of the Business Combination. Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained

earnings, if any, or additional paid-in capital of Intuitive Machines. Remeasurements of the Company’s redeemable noncontrolling interests are based on the fair value of our Class A Common Stock.

General and Administrative Expense

General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits.

Revenue Recognition

Most of our revenue are from long-term contracts associated with the engineering services for the research, design, development, manufacturing, integration and sustainment of advanced technology aerospace systems. Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when and as our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of services to the customer. For each long-term contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of goods and/or services, based on the relative standalone selling prices.

Contract Combination

To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability.

Contract Types

The Company performs work under contracts that broadly consist of fixed-price, time and materials or a combination of the two. Pricing for all customers is based on specific negotiations with each customer.

For most of our business, where performance obligations are satisfied due to the continuous transfer of control to the customer, revenue is recognized over time. Where the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability, those contracts are accounted for as single performance obligations. We recognize revenue generally using the cost-to-cost method, based primarily on contract costs incurred to date compared to total estimated contract costs at completion. This method is deemed appropriate in measuring performance towards completion because it directly measures the value of the goods and services transferred to the customer. Billing timetables and payment terms on our contracts vary based on a few factors, including the contract type. Typical payment terms under fixed-price contracts provide that the customer pays either performance-based payment based on the achievement of contract milestones or progress payments based on a percentage of costs we incur.

For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., weekly, biweekly, or monthly) or upon achievement of contractual milestones.

Contract Costs

Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer-furnished materials are included in both contract revenue and cost of revenue when management concludes that the company is acting as a principal rather than as an agent. Revenue for uninstalled materials is recognized when the cost is incurred and control is transferred to the customer, which revenue is recognized using the cost-to-cost method. Certain costs associated with significant long-term service arrangements are capitalized and amortized across the life of the contract. Capitalized contract costs primarily relate to prepaid pre-launch integration and engineering services and launch services subcontracted with a third-party. Pre-launch integration and engineering services and launch services are capitalized and amortized over the term of the contract on a systematic basis that is consistent with the transfer

of the goods and services to our end customer. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Costs to obtain a contract are expensed as incurred unless they are expected to be recovered from the customer.

Variable Consideration

It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us.

Contract Estimates and Modifications

Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract-related estimates through a disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimate at completion. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and the associated changes in estimates of revenue and costs. Management must make assumptions and estimates regarding the availability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over time using the cost-to-cost method.

We typically recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior period. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified.

Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications prospectively when the modification results in the promise to deliver additional goods or services that are distinct and the increase in price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification.

Unbilled Receivables and Deferred Revenue

Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost-to-cost method. Unbilled receivables (contract assets) include unbilled amounts typically resulting from revenue under long-term contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Deferred revenue (contract liabilities) consists of advance payments and billings in excess of revenue recognized. Our unbilled receivables and deferred revenue are reported in a net position on a contract-by-contract basis at the end of each reporting period.

The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation.

Income Taxes

Intuitive Machines

Intuitive Machines, Inc. is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes. Intuitive Machines, LLC is a partnership for U.S. federal income tax purposes and therefore does not pay United States federal income tax. Instead, the Intuitive Machines, LLC unitholders, including Intuitive Machines, Inc., are liable for U.S. federal income tax on their respective shares of Intuitive Machines, LLC’s taxable income. Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes.

We use the asset and liability method of accounting for income taxes for the Company. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded.

The Company follows the guidance of ASC Topic 740, Income Taxes. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. The open tax years for the tax returns generally include 2019 through 2021 for state and federal reporting purposes.

Tax Receivable Agreement

In conjunction with the consummation of the Transactions, Intuitive Machines, Inc. entered into a Tax Receivable Agreement (the “TRA”) with Intuitive Machines, LLC and certain Intuitive Machines, LLC members (the “TRA Holders”). Pursuant to the TRA, Intuitive Machines, Inc. is required to pay the TRA Holders 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. realizes, or is deemed to realize, as a result of certain tax attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc., (C) certain tax benefits realized by Intuitive Machines, Inc. as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of Intuitive Machines, Inc., and not that of Intuitive Machines, LLC. As of September 30, 2023, there have been no exchanges of Intuitive Machines, LLC units for Class A Common Stock of Intuitive Machines, Inc. and, accordingly, no TRA liabilities currently exist.

See Note 3 - Business Combination and Related Transactions for further description of the TRA.

Earnings (Loss) Per Share (“EPS”)

The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where a net loss has been reported.

Prior to the Business Combination, the membership structure of Intuitive Machines, LLC included membership units. In conjunction with the closing of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of Intuitive Machines, LLC, and Intuitive Machines, Inc. implemented a revised class structure including Class A Common Stock having one vote per share and economic rights, Class B Common Stock having one vote per share and no economic rights, and Class C Common Stock having three votes per share and no economic rights. The Company has determined that the calculation of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Business Combination on February 13, 2023.

Share-Based Compensation

We recognize all share-based awards to employees and directors as share-based compensation expense based upon their fair values on the date of grant.

We estimate the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our share price. We recognize the share-based compensation expense over the requisite service period using the straight-line method for service condition only awards, which is generally a vesting term of five years. Forfeitures are accounted for in the period in which they occur and reverses any previously recognized compensation cost associated with forfeited awards.

Other Current Liabilities

As of September 30, 2023 and December 31, 2022, other current liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Financing obligation, current (see Note 6 - Leases)	$	—	$	9,117
Payroll accruals	6,159		2,117
Income tax payable	265		—
Professional fees accruals	971		3,677
Other accrued liabilities	6,867		267
Other current liabilities	$	14,262	$	15,178

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ 634	$ 574
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 32,285	$ 0
Weighted average remaining lease term - operating leases (months)	229 months	46 months
Weighted average discount rate - operating leases	6.10%	5.90%

Property and Equipment, Net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 5 - PROPERTY AND EQUIPMENT, NET

As of September 30, 2023 and December 31, 2022, property and equipment, net consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Leasehold improvements	$	1,544	$	1,544
Vehicles and trailers	129		129
Computers and software	2,210		1,673
Furniture and fixtures	835		794
Machinery and equipment	2,412		2,211
Construction in progress	14,234		17,747
Property and equipment, gross	21,364		24,098
Less: accumulated depreciation and amortization	(3,861)		(2,922)
Property and equipment, net	$	17,503	$	21,176

Total depreciation expense related to property and equipment for the three and nine months ended September 30, 2023 was $329 thousand and $944 thousand, respectively, and $276 thousand and $783 thousand for the three and nine months ended September 30, 2022, respectively.

As of September 30, 2023 and December 31, 2022, the Company pledged property and equipment with net book value of approximately $16.7 million and $20.3 million, respectively, as security for its Credit Mobilization Facility (as defined below) with Live Oak Banking Company.

As of September 30, 2023, construction in progress includes construction costs of $12.1 million associated with the fabrication of a commercial communications satellite. The Company capitalized interest in connection with construction in progress of $279 thousand and $658 thousand for the three and nine months ended September 30, 2023, respectively, and $62 thousand and $130 thousand for the three and nine months ended September 30, 2022, respectively.

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Lease, Cost

The components of total lease expense are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease cost	$	234	$	184	$	690	$	456

Short-term lease cost	—		—		145		—
Total lease cost	$	234	$	184	$	835	$	456

The components of supplemental cash flow information related to operating leases are as follows (in thousands):


	Nine Months Ended September 30,
	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	634		$	574
Right-of-use assets obtained in exchange for new operating lease liabilities	$	32,285		$	—
Weighted average remaining lease term - operating leases (months)	229			46
Weighted average discount rate - operating leases	6.1		%	5.9		%

Lessee, Operating Lease, Liability, Maturity

The table below includes the estimated future undiscounted cash flows for operating leases as of September 30, 2023 (in thousands):


Year Ending December 31,	Amount
Remainder of 2023	$	547
2024	1,993
2025	1,867
2026	1,829
2027	1,366
Thereafter	58,151
Total undiscounted lease payments	$	65,753
Less: imputed interest	32,598
Present value of lease liabilities	$	33,155
Plus: construction costs to be funded by the Company	4,494
Less: reimbursable construction costs from the lessor	(5,618)
Total operating lease liabilities	$	32,031

Revenue - Summary of Contract Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred contract costs	$ 549	$ 6,633
Unbilled receivables	1,456	346
Total	$ 2,005	$ 6,979

Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

NOTE 11 - SHARE-BASED COMPENSATION

2021 Unit Option Plan

On May 25, 2021, the Intuitive Machines, LLC’s board of directors adopted, and its members approved the 2021 Unit Option Plan (the “2021 Plan”). The 2021 Plan allowed the Intuitive Machines, LLC to grant incentive unit options (“Incentive Unit Options”) to purchase Class B unit interests. Pursuant to the 2021 Plan, up to 6,125,000 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 3 - Business Combination and Related Transactions and per the terms of the Second Amended and Restated Intuitive Machines, LLC Operating Agreement, the unexpired and unexercised outstanding Incentive Unit Options at the closing of the Business Combination, whether vested or unvested, were proportionately adjusted using a conversion ratio of 0.5562 (rounded down to the nearest whole number of options). The exercise price of each option was adjusted accordingly. Each Incentive Unit Option continues to be subject to the terms and conditions of the 2021 Plan and will be exercisable for Class B common units of Intuitive Machines, LLC (the “Class B Common Units”). When an option is exercised, the participant will receive Class A Common Stock. As a result of the conversions, there was no incremental compensation cost and the terms of the outstanding options, including fair value, vesting conditions and classification, were unchanged.

As of September 30, 2023, Intuitive Machines, LLC was authorized to issue a total of 1,474,150 Class B Common Units upon exercise of the Incentive Unit Options under the 2021 Plan. The following table provides a summary of the option activity under the 2021 Plan for the nine months ended September 30, 2023:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Outstanding as of December 31, 2022	1,865,094	$	2.93	8.90
Granted	—	—
Exercised	(326,256)	1.80
Forfeited	(64,688)	1.80
Balance as of September 30, 2023	1,474,150	$	3.22	7.44	$	2,920,545
Exercisable as of September 30, 2023	630,649	$	2.47	6.64	$	1,423,668

Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s units determined by our Board for each of the respective periods.

The following table provides a summary of weighted-average grant-date fair value of unit options under the 2021 Plan:


	Weighted- Average Grant Date Fair Value
Non-vested as of December 31, 2022	$	1.01
Granted	—
Vested	1.03
Forfeited	0.54
Non-vested as of September 30, 2023	$	1.99

Share-based compensation expense related to options was $173 thousand and $658 thousand for the three and nine months ended September 30, 2023, respectively, and $145 thousand and $385 thousand for the three and nine months ended September 30, 2022, respectively, and was classified in the condensed consolidated statement of operations under general and administrative expense. As of September 30, 2023, the Company had $1.0 million in estimated unrecognized share-based compensation costs related to outstanding unit options that is expected to be recognized over a weighted average period of 3.68 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 maximum of 12,706,811 shares of Class A Common Stock are authorized to be issued. As of September 30, 2023, the Company has issued restricted stock units (“RSUs”) as outlined in the following disclosure. No other awards have been granted under the 2023 Plan.

Restricted Stock Units

The Company grants RSUs with time-based vesting requirements under the 2023 Plan. These RSUs typically vest over one to four years. The fair value of RSUs is based on the Company’s closing stock price on the date of grant.

The following table provides a summary of the Company’s RSU activity:


	Number of Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022	—	$	—
Granted	1,683,690	7.41
Vested	—	—
Forfeited	(14,165)	7.56
Balance as of September 30, 2023	1,669,525	$	7.41

Share-based compensation expense related to RSUs was $1.4 million and $2.1 million for three and nine months ended September 30, 2023, and disclosed in the condensed consolidated statement of operations under general and administrative expense.

Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

The following table summarizes our outstanding debt (in thousands):


	September 30, 2023		December 31, 2022
Credit Mobilization Facility	$	20,000	$	20,000


Less: deferred financing costs	(18)		(39)
Less: current maturities	(19,982)		(16,098)
Long-term debt, net of current maturities	$	—	$	3,863

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Property, Plant and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives of assets:


Asset						Useful Life
Leasehold improvements						1 – 7 years
Vehicles and trailers						3 – 5 years
Computers and software						3 years
Furniture and fixtures						5 years
Machinery and equipment						3 – 7 years

As of September 30, 2023 and December 31, 2022, property and equipment, net consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Leasehold improvements	$	1,544	$	1,544
Vehicles and trailers	129		129
Computers and software	2,210		1,673
Furniture and fixtures	835		794
Machinery and equipment	2,412		2,211
Construction in progress	14,234		17,747
Property and equipment, gross	21,364		24,098
Less: accumulated depreciation and amortization	(3,861)		(2,922)
Property and equipment, net	$	17,503	$	21,176

Other Current Liabilities

As of September 30, 2023 and December 31, 2022, other current liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Financing obligation, current (see Note 6 - Leases)	$	—	$	9,117
Payroll accruals	6,159		2,117
Income tax payable	265		—
Professional fees accruals	971		3,677
Other accrued liabilities	6,867		267
Other current liabilities	$	14,262	$	15,178

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

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 nine months ended September 30, 2023:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Outstanding as of December 31, 2022	1,865,094	$	2.93	8.90
Granted	—	—
Exercised	(326,256)	1.80
Forfeited	(64,688)	1.80
Balance as of September 30, 2023	1,474,150	$	3.22	7.44	$	2,920,545
Exercisable as of September 30, 2023	630,649	$	2.47	6.64	$	1,423,668

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- Average Grant Date Fair Value
Non-vested as of December 31, 2022	$	1.01
Granted	—
Vested	1.03
Forfeited	0.54
Non-vested as of September 30, 2023	$	1.99

Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

The following table provides a summary of the Company’s RSU activity:


	Number of Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022	—	$	—
Granted	1,683,690	7.41
Vested	—	—
Forfeited	(14,165)	7.56
Balance as of September 30, 2023	1,669,525	$	7.41

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts receivable, allowance	$ 0	$ 836
Temporary equity, par value (in dollars per share)	$ 0.0001
Temporary equity, authorized (in shares)	25,000,000
Temporary equity, issued (in shares)	26,000
Temporary equity, outstanding (in shares)	26,000
Treasury stock (in shares)	1,250,000
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, authorized (in shares)	500,000,000
Common stock, issued (in shares)	22,237,988
Common stock, outstanding (in shares)	20,987,988
Treasury stock (in shares)	1,250,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, authorized (in shares)	100,000,000
Common stock, issued (in shares)	0
Common stock, outstanding (in shares)	0
Treasury stock (in shares)	0
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, authorized (in shares)	100,000,000
Common stock, issued (in shares)	70,909,012
Common stock, outstanding (in shares)	70,909,012
Treasury stock (in shares)	0

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Feb. 13, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Revenue	$ 12,731,000	$ 10,271,000	$ 48,960,000	$ 47,959,000
Related Party \| KBR, Inc. \| SNS
Related Party Transaction [Line Items]
Equity ownership percentage					10.00%
Related Party \| Axiom Space, Inc
Related Party Transaction [Line Items]
Revenue	100,000	200,000	200,000	1,600,000
Accounts receivable	0		0			$ 800,000
Related Party \| IBX, LLC
Related Party Transaction [Line Items]
Management fee expense	200,000	100,000	800,000	1,600,000
Accounts payable	1,100,000		1,100,000			400,000
Related Party \| KBR, Inc.
Related Party Transaction [Line Items]
Revenue	900,000	500,000	2,300,000	1,400,000
Accounts receivable	700,000		700,000			300,000
Related Party \| X Energy, LLC
Related Party Transaction [Line Items]
Accounts payable	200,000		200,000			$ 100,000
Related Party \| Penumbra, LLC
Related Party Transaction [Line Items]
License fee expense	0	$ 27,000	0	$ 94,000
Related Party \| ASES
Related Party Transaction [Line Items]
Revenue	300,000		800,000
Accounts receivable	$ 200,000		$ 200,000

Net Income Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the computation of the basic and diluted income per share of Class A Common Stock for the period of February 13, 2023 (the Closing Date) to September 30, 2023 (in thousands, except share data):


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Numerator
Net income for the period from February 13, 2023 through September 30, 2023	$	15,096	$	16,177
Less: Net loss attributable to redeemable noncontrolling interests for the period from February 13, 2023 through September 30, 2023	(18,555)		(37,635)
Net income for the period from February 13, 2023 through September 30, 2023 attributable to the Company	$	33,651	53,812
Less: Cumulative preferred dividends	(674)		(1,657)
Net income for the period from February 13, 2023 through September 30, 2023 attributable to Class A common shareholders	$	32,977	$	52,155
Denominator
Basic weighted-average shares of Class A common stock outstanding	17,411,217		16,294,029
RSUs and Options	1,016,390		1,342,694
Series A Preferred Stock	5,230,304		3,215,161
Warrants	2,468,334		4,112,524
Diluted weighted-average shares of Class A common stock outstanding	26,126,245		24,964,408

Net income per share of Class A common stock - basic	$	1.89	$	3.20
Net income per share of Class A common stock - diluted	$	1.29	$	2.16

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 14 - COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the outcome of such matters will not have a material adverse effect on our condensed consolidated financial statements.

Revenue - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Contract liabilities – current
Deferred revenue	$ 28,281	$ 39,831
Contract loss provision	12,617	10,120
Accrued launch costs	8,781	6,705
Contract liabilities, current	49,679	56,656
Contract liabilities – long-term
Contract loss provision	566	2,188
Contract liabilities, non-current	566	2,188
Total contract liabilities	$ 50,245	$ 58,844

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and Principles of ConsolidationThe 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.

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 Solutions”) 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 December 31, 2022 balances reported herein are derived from the audited consolidated financial statements of Intuitive Machines, LLC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements of Intuitive Machines, LLC as of and for the years ended December 31, 2022 and 2021 contained in our Form 8-K/A dated March 30, 2023, filed with the SEC on March 31, 2023. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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

Segment Reporting

Concentration of Credit Risks

Major customers are defined as those individually comprising more than 10% of the Company’s total revenue.

Cash and Cash Equivalents

The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents.

Restricted Cash

Transaction Costs & Earn-Out Liabilities

Transaction Costs

Business Combination

Securities Purchase Agreement

Transaction costs related to the consummation of the securities purchase agreement described further in Note 9, includes direct legal, broker, accounting and other fees.Earn-Out LiabilitiesUnvested earn out units of Intuitive Machines, LLC (“Earn Out Units”) are classified as liability transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination. At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the condensed consolidated statement of operations. Upon issuance and release of the shares after each Triggering Event (as defined in Note 3) is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to shareholders’ equity (deficit) on the condensed consolidated balance sheet. As of the Closing Date, the Earn Out Units had a fair value of $99.7 million. As a result of the OMES III Contract award by the National Aeronautics and Space Administration (“NASA”) in May 2023, Triggering Event I (as defined below) under the earn out agreement vested resulting in the issuance of 2,500,000 shares of Intuitive Machines Class C common stock, par value $0.0001 per share (the “Class C Common Stock”) with a fair value of approximately $19.4 million to the applicable Intuitive Machines, LLC Members resulting in a reduction to earn-out liabilities and an increase to shareholders’ deficit. As of September 30, 2023, the remaining Earn Out Units had a fair value of $19.2 million, with the changes in the fair value between the Closing Date and September 30, 2023 of $61.1 million recognized as change in fair value of the earn-out liability under other income (expense) within the condensed consolidated statements of operations.

Accounts Receivable and Allowance for Credit Loss

Accounts Receivable and Allowance for Credit Losses

Prepayments and Other Current Assets

Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments.

Property and Equipment, Net

Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction-in-process.

Depreciation is computed using the straight-line method over the following estimated useful lives of assets:


Asset						Useful Life
Leasehold improvements						1 – 7 years
Vehicles and trailers						3 – 5 years
Computers and software						3 years
Furniture and fixtures						5 years
Machinery and equipment						3 – 7 years

Long-Lived Assets

Long-Lived AssetsLong-lived assets consist of property and equipment, net, and are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of the long-lived asset may not be recoverable. Recoverability is measured by comparing the carrying value of a long-lived asset to the future undiscounted cash flows that the long-lived asset is expected to generate from use and eventual disposition. An impairment loss will be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

Warrants

WarrantsThe Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms pursuant to the guidance of ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Liability classified warrants are valued using a Black-Scholes-Merton model at issuance and for each reporting period when applicable.

Operating Lease Liabilities and Right-of-Use Assets

Operating Lease Liabilities and Right-of-Use AssetsWe determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, none of our lease liabilities were determined using implicit rates. Certain leases include provisions for the renewal or termination. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and non-lease components of a contract. Operating lease ROU assets are presented within Operating lease right-of-use assets on our condensed consolidated balance sheet.

Fair Value Measurements

•Level 1: Quoted prices for identical instruments in active markets.

•Level 3: Significant inputs to the valuation model are unobservable.

Redeemable Noncontrolling Interests

earnings, if any, or additional paid-in capital of Intuitive Machines. Remeasurements of the Company’s redeemable noncontrolling interests are based on the fair value of our Class A Common Stock.

General and Administrative Expense

Revenue Recognition

Contract Combination

Contract Types

Contract Costs

Variable Consideration

Contract Estimates and Modifications

Unbilled Receivables and Deferred Revenue

Income Taxes & Tax Receivable Agreement

Income Taxes

Intuitive Machines

Tax Receivable Agreement

Earnings (Loss) Per Share ("EPS")

Earnings (Loss) Per Share (“EPS”)

Share-Based Compensation

We recognize all share-based awards to employees and directors as share-based compensation expense based upon their fair values on the date of grant.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 8 - INCOME TAXES The Company is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes. Intuitive Machines, LLC is a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the Intuitive Machines, LLC unitholders, including the Company, are liable for U.S. federal income tax on their respective shares of Intuitive Machines, LLC’s taxable income. Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes. For the three and nine months ended September 30, 2023, we recognized a combined U.S. federal and state expense for income taxes of $605 thousand and $292 thousand, respectively. For the three and nine months ended September 30, 2022, we recognized a combined U.S. federal and state benefit for income taxes of $380 thousand and $25 thousand, respectively. The effective combined U.S. federal and state income tax rates were 3.9% and 2.7% for the three and nine months ended September 30, 2023, respectively, and 3.1% and 0.1% for the three and nine months ended September 30, 2022. For three and nine months ended September 30, 2023, our effective tax rate differed from the statutory rate of 21% primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income. For the three and nine months ended September 30, 2022, our effective tax rate differed from the statutory rate primarily due to Intuitive Machines, LLC's status as a partnership for U.S. federal income tax purposes. The Company filed Form 3115, Application for Change in Accounting Method, with the Internal Revenue Service (“IRS”) to request permission to change from its impermissible method of accounting to a permissible method of accounting for the launch costs. The requested change is nonautomatic and as such requires advance consent from the IRS. As of September 30, 2022, the Company has not received affirmative written consent from the IRS. In conjunction with the consummation of the Transactions, Intuitive Machines, Inc. entered into the TRA with Intuitive Machines, LLC and the TRA Holders. Pursuant to the TRA, Intuitive Machines, Inc. is required to pay the TRA Holders 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. realizes, or is deemed to realize, as a result of certain Tax Attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc. (C) certain tax benefits realized by Intuitive Machines, Inc. as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of the Intuitive Machines, Inc. and not that of Intuitive Machines, LLC. As of September 30, 2023, there have been no exchanges of Intuitive Machines, LLC units for Class A Common Stock and, accordingly, no deferred tax assets subject to the TRA or TRA liabilities currently exist.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Net Income Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Income Per Share

NOTE 13 - NET INCOME PER SHARE

Basic net income per share of Class A common stock is computed by dividing net income attributable to Class A common shareholders for the three months ended September 30, 2023 and the period from February 13, 2023, or the Closing Date, to September 30, 2023 by the weighted-average 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, 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.

Prior to the Business Combination, the membership structure of Intuitive Machines, LLC included membership units. In conjunction with the closing of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of Intuitive Machines, LLC and Intuitive Machines, Inc. implemented a revised class structure including Class A common stock having one vote per share and economic rights, Class B common stock having one vote per share and no economic rights, and Class C Common Stock having three votes per share and no economic rights. Shares of the Company’s Class B Common Stock and Class C Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. The Company has determined that the calculation of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per share information has not been presented for periods prior to the Business Combination on February 13, 2023. The basic and diluted net income per share for the three and nine months ended September 30, 2023 represent only the period of February 13, 2023 to September 30, 2023.


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Numerator
Net income for the period from February 13, 2023 through September 30, 2023	$	15,096	$	16,177
Less: Net loss attributable to redeemable noncontrolling interests for the period from February 13, 2023 through September 30, 2023	(18,555)		(37,635)
Net income for the period from February 13, 2023 through September 30, 2023 attributable to the Company	$	33,651	53,812
Less: Cumulative preferred dividends	(674)		(1,657)
Net income for the period from February 13, 2023 through September 30, 2023 attributable to Class A common shareholders	$	32,977	$	52,155
Denominator
Basic weighted-average shares of Class A common stock outstanding	17,411,217		16,294,029
RSUs and Options	1,016,390		1,342,694
Series A Preferred Stock	5,230,304		3,215,161
Warrants	2,468,334		4,112,524
Diluted weighted-average shares of Class A common stock outstanding	26,126,245		24,964,408

Net income per share of Class A common stock - basic	$	1.89	$	3.20
Net income per share of Class A common stock - diluted	$	1.29	$	2.16

For the three months ended September 30, 2023, the diluted earnings per share calculation excluded the potential Class A common stock equivalent of 22.5 million related to our Public and Private Placement Warrants and Series A Preferred Warrants, as their effect would be anti-dilutive. For the three and nine months ended September 30, 2023, the diluted earnings per share calculation excluded the potential Class A common stock equivalent of 7.5 million related to Earn Out Units because of unsatisfied contingent issuance conditions.

Share-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	1,683,690
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(14,165)
Ending balance (in shares) \| shares	1,669,525
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	$ 0
Granted (in dollars per share) \| $ / shares	7.41
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	7.56
Ending balance (in dollars per share) \| $ / shares	$ 7.41

Revenue - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2024	Feb. 29, 2024	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Amortization of deferred contract costs	$ 7,100,000	$ 11,300,000	$ 25,100,000	$ 33,200,000
Contract with customer, liability, revenue recognized			33,400,000	24,600,000
Net losses related to contracts	15,600,000	$ 4,500,000	29,200,000	6,900,000
Contract loss provision, current	12,617,000		12,617,000				$ 10,120,000
Contract loss provision, long-term	566,000		566,000				2,188,000
Revenue, remaining performance obligation, amount	$ 69,100,000		$ 69,100,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 months		3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 \| Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	25.00%		25.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 \| Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	30.00%		30.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months		12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 \| Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	65.00%		65.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 \| Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	70.00%		70.00%
Commercial Lunar Payload Services, Contract One
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Loss on contracts			$ 9,400,000	$ 9,300,000
Contracts, variable consideration, constrained amount	$ 0		0
Contracts, variable consideration, maximum	$ 8,100,000		$ 8,100,000
Long-term contract, percent complete	98.00%	92.00%	98.00%	92.00%
Contract loss provision, current	$ 400,000		$ 400,000				400,000
Commercial Lunar Payload Services, Contract One \| Forecast
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Long-term contract, percent complete						100.00%
Commercial Lunar Payload Services, Contract Two
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Loss on contracts			5,900,000
Loss on contracts, change in estimated contract costs, reduction of loss				$ (6,400,000)
Contracts, variable consideration, constrained amount	0		0
Contracts, variable consideration, maximum	$ 7,800,000		$ 7,800,000
Long-term contract, percent complete	55.00%	25.00%	55.00%	25.00%
Contract loss provision, current	$ 8,700,000		$ 8,700,000				7,700,000
Contract loss provision, long-term	600,000		600,000				2,200,000
Commercial Lunar Payload Services, Contract Three
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Loss on contracts			12,300,000	$ 3,500,000
Contracts, variable consideration, constrained amount	0		0
Contracts, variable consideration, maximum	$ 8,400,000		$ 8,400,000
Long-term contract, percent complete	82.00%		82.00%
Contract loss provision, current	$ 3,300,000		$ 3,300,000				$ 1,900,000
Commercial Lunar Payload Services, Contract Three \| Forecast
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Long-term contract, percent complete					100.00%

Business Combination and Related Transactions	9 Months Ended
Business Combination and Related Transactions	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combination and Related Transactions	NOTE 3 - BUSINESS COMBINATION AND RELATED TRANSACTIONS On February 13, 2023 as contemplated by the Business Combination Agreement, Intuitive Machines, Inc. and Intuitive Machines, LLC consummated the Business Combination, whereby: (i) Intuitive Machines, LLC appointed Intuitive Machines, Inc. as its managing member; (ii) Intuitive Machines, Inc. issued to certain existing members of Intuitive Machines, LLC, 10,566 shares of Intuitive Machines Class B Common Stock having one vote per share and no economic rights, or 68,140,188 shares of Class C Common Stock having three votes per share and no economic rights, in each case, in exchange for payment from such Intuitive Machines, LLC members of a per-share price equal to the par value per share of such stock, and equal to the number of Intuitive Machines, LLC Common Units held by such person as of and on the Closing Date; (iii) Intuitive Machines, Inc. contributed to Intuitive Machines, LLC an amount in cash of $8.1 million, net of transaction costs, in exchange for certain units in Intuitive Machines, LLC; and (iv) the Transactions were consummated as further described below. Intuitive Machines, LLC Conversion and Recapitalization In connection with the Business Combination, Intuitive Machines, LLC changed its jurisdiction of organization from Texas to Delaware. Immediately prior to the closing of the Business Combination, Intuitive Machines, LLC effectuated the recapitalization whereby all outstanding equity securities of Intuitive Machines, LLC were converted into Common Units of Intuitive Machines, LLC (“Intuitive Machines, LLC Common Units”), options to purchase Intuitive Machines, LLC common units (“Intuitive Machines, LLC options”) and unvested Earn Out Units of Intuitive Machines, LLC. Consideration and Structure As a result of the Up-C structure, the Business Combination consideration received by Intuitive Machines, LLC members consisted of securities of both Intuitive Machines, LLC having economic rights but not voting rights and Intuitive Machines, Inc. having voting rights but not economic rights equal to a value of approximately $700.0 million. In particular, the Business Combination consideration received by the Intuitive Machines, LLC members comprised of an aggregate of (a) (i) 68,155,203 Intuitive Machines, LLC Common Units, (ii) 1,874,719 Intuitive Machines, LLC Options and (iii) 10,000,000 Earn Out Units and (b) (i) 15,015 shares of Class B Common Stock (excluding 1,873,307 shares of Class B Common Stock reserved for issuance upon exercise of Intuitive Machines, LLC Options) and (ii) 68,140,188 shares of Class C Common Stock (excluding 10,000,000 shares of Class C Common Stock reserved for issuance upon vesting of the Earn Out Units). The 10,000,000 Earn Out Units received by the applicable Intuitive Machines, LLC Members are subject to vesting and will be earned, released and delivered upon satisfaction of the following milestones (each, a “Triggering Event”): (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-A”), (iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-B”), and (iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved. “Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning on September 16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the time period beginning on the date that is 150 days following the Closing Date and ending on the date that is the five (5) year anniversary of the Closing Date. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earn Out Period that results in the holders of the Class A Common Stock receiving a per share price greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the extent not previously triggered, then Triggering Event II-A or Triggering Event II-B will be deemed to have occurred, as applicable, and the applicable Earn Out Units shall vest. Upon the vesting of any Earn Out Units, each of the applicable Intuitive Machines, LLC Members will be issued (i) by Intuitive Machines, LLC an equal number of Intuitive Machines, LLC Common Units and (ii) by Intuitive Machines, an equal number of shares of Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to Intuitive Machines, Inc. of a per-share price equal to the par value per share of the Class C Common Stock. See Note 2 for further discussion of Triggering Event I which vested upon the OMES III award by NASA in May 2023. After the expiration of the applicable lock-up period on August 14, 2023, holders of certain Intuitive Machines, LLC Common Units will be permitted to exchange such Intuitive Machines, LLC Common Units (along with the cancellation of the paired share of Class B Common Stock or share of Class C Common Stock) for shares of Class A Common Stock on a one-for-one basis pursuant to the second amended and restated limited liability company agreement of Intuitive Machines, LLC (the “Second A&R Operating Agreement”) (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or, at the election of Intuitive Machines, Inc. (determined by a majority of the directors of Intuitive Machines, Inc. who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale. The Series A Investment On September 16, 2022, concurrently with the execution of the Business Combination Agreement, Intuitive Machines, Inc. entered into the Series A Purchase Agreement with Kingstown 1740 Fund, LP (an existing security holder of Intuitive Machines, Inc. and an affiliate of IPAX’s sponsor, Inflection Point Holdings LLC (the “Sponsor”) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian, an Intuitive Machines, LLC founder) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, Intuitive Machines, Inc. agreed to issue and sell to the Series A Investors (i) an aggregate of 26,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) which will be convertible into shares of Class A Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and (ii) warrants to purchase 541,667 shares of Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment (the “Preferred Investor Warrants”). In conjunction with the closing of the Business Combination, the Company received proceeds of $26.0 million and issued 26,000 shares of Series A Preferred Stock and 541,667 Preferred Investor Warrants. The Series A Preferred Stock and Preferred Investor Warrants each represent freestanding financial instruments. The Series A Preferred Stock is not a mandatorily redeemable financial instrument and is redeemable at the option of the Series A Investors. The Series A Preferred Stock was recorded as Series A preferred stock subject to possible redemption and classified as temporary equity pursuant to ASC 480-10-S99. The Preferred Investor Warrants were classified as equity. The $26.0 million in proceeds received were allocated to the Series A Preferred Stock and Preferred Investor Warrants based on the relative fair value of the instruments at closing. Tax Receivable Agreement Intuitive Machines, Inc. entered into the TRA with Intuitive Machines, LLC and the TRA Holders at closing of the Business Combination. Pursuant to the TRA, Intuitive Machines, Inc. will generally be required to pay the TRA Holders 85% of the amount of the cash tax savings, if any, in U.S. federal, state, and local taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. (and applicable consolidated, unitary, or combined subsidiaries thereof, if any realizes, or is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including: •existing tax basis in certain assets of Intuitive Machines, LLC and certain of its direct or indirect subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service; •tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units (including any such adjustments resulting from certain payments made by Intuitive Machines, Inc. under the TRA) acquired by Intuitive Machines, Inc. from a TRA Holder pursuant to the terms of the Second A&R Operating Agreement; •certain tax benefits realized by Intuitive Machines, Inc. as a result of certain U.S. federal income tax allocations of taxable income or gain away from Intuitive Machines, Inc. and to other members of Intuitive Machines, LLC and deductions or losses to Intuitive Machines, Inc. and away from other members of Intuitive Machines, LLC, in each case as a result of the Business Combination; and •tax deductions in respect of portions of certain payments made under the TRA. Under the terms of the TRA, Intuitive Machines, Inc. will make payments to the TRA Holders in respect of 85% of the cash tax savings resulting from the net tax benefit of certain Tax Attributes. However, until a TRA Holder exchanges at least 5% of its Intuitive Machines, LLC Common Units, Intuitive Machines, Inc. will hold such payments applicable to existing basis until the TRA Holder satisfies such threshold exchange. As of September 30, 2023, no TRA Holder had exchanged at least 5% of its Intuitive Machines, LLC Common Units. Future exchanges will result in incremental tax attributes and potential cash tax savings for Intuitive Machines, Inc. Depending on Intuitive Machines’ assessment on realizability of such Tax Attributes, the arising TRA liability will be recorded through income. Equity Facility On September 16, 2022, the Company entered into the Cantor Purchase Agreement with CFPI relating to an equity facility under which shares of newly issued Class A Common Stock may be sold to CFPI by Intuitive Machines, Inc. Pursuant to the terms of the Cantor Purchase Agreement, Intuitive Machines, Inc. will have the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18-month 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 September 30, 2023, none of the Commitment Shares have been sold by CFPI and the Company has recorded a liability of approximately $650 thousand, reflected in other current liabilities in our condensed consolidated balance sheets as of September 30, 2023, representing the difference between $1.0 million and the fair value of the Commitment Shares. As of September 30, 2023, no shares of Class A Common Stock have been sold to CFPI under the Cantor Purchase Agreement. Forward Purchase Agreements Prior to the closing of Business Combination, the Company entered into forward purchase agreements with two separate counterparties pursuant to which each counterparty agreed to purchase 1,250,000 shares of Class A Common Stock from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to the counterparties at the redemption price of approximately $10.19 per share. The Company prepaid approximately $25.5 million to the counterparties at the closing of the Business Combination to secure its purchase obligation to repurchase the 2,500,000 shares of Class A Common Stock at the redemption price per share on the option expiration date that was one month after closing of the Business Combination. The forward purchase agreements were accounted for as a prepaid asset and marked to fair value through earnings each period until the agreements were terminated or expired. The Company paid transaction fees to the counterparties totaling $750 thousand which was recorded as general and administrative expense during the first quarter of 2023. On February 23, 2023, one of the counterparties exercised their right to optional early termination of the forward purchase agreement for 1,250,000 shares of Class A Common Stock and returned approximately $12.7 million in cash to the Company resulting in an immaterial net loss on termination during the first quarter of 2023. On March 8, 2023, the remaining forward purchase agreement expired resulting in the Company’s repurchase of 1,250,000 shares of Class A Common Stock resulting in a net gain on settlement of the agreement of approximately $93 thousand recorded in other income (expense) during the first quarter of 2023. The repurchased shares of Class A Common Stock were recorded as treasury stock upon expiration of the forward purchase agreement in the amount of $12.8 million based on a stock price of $10.26 per share on the date of repurchase.

Summary of Significant Accounting Policies - Property and Equipment Useful Life (Details)	Sep. 30, 2023
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	1 year
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Vehicles and trailers \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Vehicles and trailers \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Computers and software
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	7 years

Mezzanine Equity and Equity - Capital Stock (Details) - $ / shares	Sep. 30, 2023	Jun. 30, 2023	May 31, 2023	Feb. 14, 2023	Feb. 13, 2023	Dec. 31, 2022
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)	26,000
Treasury stock (in shares)	(1,250,000)
Temporary equity, outstanding (in shares)	26,000
Total outstanding (in shares)	91,923,000
Total issued (in shares)	93,173,000
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
Common stock, authorized (in shares)	500,000,000
Common stock, issued (in shares)	22,237,988
Treasury stock (in shares)	(1,250,000)
Common stock, outstanding (in shares)	20,987,988
Class A Common Stock \| IPAX Sponsor
Class of Stock [Line Items]
Common stock, outstanding (in shares)					8,243,750
Class B Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, authorized (in shares)	100,000,000
Common stock, issued (in shares)	0
Treasury stock (in shares)	0
Common stock, outstanding (in shares)	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
Common stock, issued (in shares)	70,909,012
Treasury stock (in shares)	0
Common stock, outstanding (in shares)	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)	26,000
Treasury stock (in shares)	0
Temporary equity, outstanding (in shares)	26,000	26,000				0

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 08, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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	3700 Bay Area Blvd, Suite 600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77058
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	2023
Document Fiscal Period Focus	Q3
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		21,027,892
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

Variable Interest Entities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Variable Interest Entity [Line Items]
Total assets	$ 102,973	$ 67,004
Total liabilities	162,948	124,623
SNS
Variable Interest Entity [Line Items]
Total assets	247
Total liabilities	$ 17
IX LLC JV
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	51.00%
SNS
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	90.00%
Variable interest entity, profits interest, percent	47.00%
X-energy \| IX LLC JV
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	49.00%
IX LLC JV
Variable Interest Entity [Line Items]
Total assets	$ 1,500	1,300
Total liabilities	$ 1,500	$ 1,300
LLC & KBR
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	10.00%
KBR, Inc.
Variable Interest Entity [Line Items]
Variable interest entity, profits interest, percent	53.00%

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives of assets:


Asset						Useful Life
Leasehold improvements						1 – 7 years
Vehicles and trailers						3 – 5 years
Computers and software						3 years
Furniture and fixtures						5 years
Machinery and equipment						3 – 7 years

As of September 30, 2023 and December 31, 2022, property and equipment, net consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Leasehold improvements	$	1,544	$	1,544
Vehicles and trailers	129		129
Computers and software	2,210		1,673
Furniture and fixtures	835		794
Machinery and equipment	2,412		2,211
Construction in progress	14,234		17,747
Property and equipment, gross	21,364		24,098
Less: accumulated depreciation and amortization	(3,861)		(2,922)
Property and equipment, net	$	17,503	$	21,176

Summary of Significant Accounting Policies - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Financing obligation, current (see Note 6 - Leases)	$ 0	$ 9,117
Payroll accruals	6,159	2,117
Income tax payable	265	0
Professional fees accruals	971	3,677
Other accrued liabilities	6,867	267
Other current liabilities	$ 14,262	$ 15,178

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 12 - FAIR VALUE MEASUREMENTS


	September 30, 2023
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Earn-out liabilities	Recurring	$	19,218	$	—	$	—	$	19,218

Warrant liabilities - Series A	Recurring	12,189		—		—		12,189
Warrant liabilities - Series B	Recurring	4,282		—		—		4,282
Warrant liabilities		16,471		—		—		16,471

Total liabilities measured at fair value		$	35,689	$	—	$	—	$	35,689


	December 31, 2022
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
SAFE Agreement liabilities	Recurring	$	18,314	$	—	$	—	$	18,314
Total liabilities measured at fair value		$	18,314	$	—	$	—	$	18,314

The following table provides a roll-forward of the Company’s Level 3 liabilities (in thousands):


	Earn-out liabilities		Warrant liabilities - Series A		Warrant liabilities - Series B		Total Warrant liabilities		SAFE Agreement liabilities
Balance, December 31, 2022	$	—	$	—	$	—	$	—	$	18,314
Additions	99,659		17,459		9,271		26,730		—
Change in fair value	(61,066)		(5,271)		(4,988)		(10,259)		2,353
Converted to equity	(19,375)		—		—		—		(20,667)
Balance, September 30, 2023	$	19,218	12,188		4,282		16,471		$	—

Earn-out Liabilities

The fair value of the earn-out liabilities as of September 30, 2023 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 $3.65; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.56%; and (iv) expected volatility of 85%.

In conjunction with the closing of the Business Combination on February 13, 2023, the fair value of the earn-out liabilities was estimated at $99.7 million. The significant assumptions utilized in estimating the fair value of the earn-out liabilities include: (i) Intuitive Machines stock price of $10.42; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 3.93%; and (iv) expected volatility of 100%. The probability of the Company being awarded the OMES III contract was assumed at 60%.

Warrant Liabilities

The fair value of the Series A Warrant and the Series B Warrant liabilities as of September 30, 2023 was estimated using a Black-Scholes-Merton model. The significant assumptions utilized in estimating the fair value of the Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $3.65; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.60%; and (iv) expected volatility of 91%. The significant assumptions utilized in estimating the fair value of the Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $3.65; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 5.27%; and (iv) expected volatility of 67%.

In connection with the closing of the Private Placement on September 5, 2023 as described further in Note 9, the fair values of the Series A Warrant and the Series B Warrant liabilities were estimated at $17.5 million and $9.3 million, respectively. The significant assumptions utilized in estimating the fair value of the Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $4.96; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.37%; and (iv) expected volatility of 90%. The significant assumptions utilized in estimating the fair value of the Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $4.96; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 5.18%; and (iv) expected volatility of 76%.

SAFE Agreements

Prior to the Business Combination described in Notes 1 and 3, the fair value of the SAFE Agreements under the equity financing scenario were estimated using a Monte Carlo simulation approach. The fair value of the SAFE Agreements under the liquidity event and dissolution event scenarios were estimated based on the present value of the purchase amount.

The unobservable inputs used in the fair value measurement of the Company’s SAFE Agreements are the probabilities of future scenarios, volatility, discount rate and risk-free rate.

As of December 31, 2022, the probability of an equity financing was 45.0%, the probability of a liquidity event was 50.0% and the probability of a dissolution event was 5.0% As of December 31, 2022, the volatility utilized in the Monte Carlo simulation is 65.0%. The value under the liquidity event and dissolution event scenarios is based on the present value of the purchase amount. The present value factors are estimated based on a 18.7% discount rate based on venture capital rates of return for December 31, 2022. The periods in which the scenarios are expected to occur for the equity financing, liquidity event, and dissolution events are 0.5 year, 1 year, and 2 years, respectively as of December 31, 2022.

In conjunction with the closing of the Business Combination on February 13, 2023, the fair value of the SAFE Agreements was estimated at $20.7 million. The fair value was estimated using the 2,066,667 shares of Class A Common Stock issued to the SAFE investors at the Closing Date using the issuance price of $10.00 per share.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Variable Interest Entities	9 Months Ended
Variable Interest Entities	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	NOTE 16 - VARIABLE INTEREST ENTITIES The Company determines whether joint ventures in which it has invested meet the criteria of a variable interest entity or “VIE” at the start of each new venture and when a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling financial interest; or (c) the legal entity is structured with disproportionate voting rights. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. IX, LLC Joint Venture The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X-energy, 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. The IX LLC JV was formed to pursue nuclear space propulsion and surface power systems in support of future space exploration goals. In the third quarter of 2022, the IX LLC JV received an award from Battelle Energy Alliance to design a fission surface power system that can operate on the surface of the Moon to support sustained lunar presence and exploration of Mars. As of September 30, 2023, the IX LLC JV had total assets and total liabilities of $1.5 million and total assets and total liabilities of $1.3 million as of December 31, 2022, associated with project execution activities subcontracted to the IX LLC JV partners and other third parties. Space Network Solutions, LLC The Company participates in the Space Network Solutions joint venture with KBR, a leading provider of specialized engineering, and professional, scientific and technical services primarily to the U.S. federal government. Under the terms of the Amended Space Network Solutions limited liability company agreement, we hold a 90% interest in the Space Network Solutions and KBR hold a 10% interest. Space Network Solutions is a VIE and Intuitive Machines is the primary beneficiary. Space Network Solutions was formed to provide cyber security as well as communication & tracking services using its expertise in developing secure ground system architecture for lunar space missions. In the second quarter of 2023, NASA awarded Space Network Solutions a cost-plus-fixed-fee 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 September 30, 2023, SNS LLC had total assets of $247 thousand and total liabilities of $17 thousand.

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total	$ 12,731	$ 10,271	$ 48,960	$ 47,959
Total (percent)	100.00%	100.00%	100.00%	100.00%
Fixed price
Disaggregation of Revenue [Line Items]
Total	$ 10,259	$ 9,250	$ 42,803	$ 43,802
Total (percent)	81.00%	90.00%	87.00%	91.00%
Time and materials
Disaggregation of Revenue [Line Items]
Total	$ 2,472	$ 1,021	$ 6,157	$ 4,157
Total (percent)	19.00%	10.00%	13.00%	9.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Leases - Schedule of Lease Payments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
Remainder of 2023	$ 547
2024	1,993
2025	1,867
2026	1,829
2027	1,366
2027	58,151
Total undiscounted lease payments	65,753
Less: imputed interest	32,598
Present value of lease liabilities	33,155
Plus: construction costs to be funded by the Company	4,494
Less: reimbursable construction costs from the lessor	(5,618)
Present value of lease liabilities	$ 32,031

Fair Value Measurements - Change in Fair Value of Earn-out Liabilities and SAFE Agreements (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Earn-out liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2022	$ 0
Additions	99,659
Change in fair value	(61,066)
Converted to equity	(19,375)
Balance, September 30, 2023	19,218
SAFE Agreement liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2022	18,314
Additions	0
Change in fair value	2,353
Converted to equity	(20,667)
Balance, September 30, 2023	0
Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2022	0
Additions	26,730
Change in fair value	(10,259)
Converted to equity	0
Balance, September 30, 2023	16,471
Warrant liabilities \| Series A Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2022	0
Additions	17,459
Change in fair value	(5,271)
Converted to equity	0
Balance, September 30, 2023	12,188
Warrant liabilities \| Series B Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2022	0
Additions	9,271
Change in fair value	(4,988)
Converted to equity	0
Balance, September 30, 2023	$ 4,282

Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Income Statement [Abstract]

Revenue

$ 12,731

$ 10,271

$ 48,960

$ 47,959

Operating expenses:

Cost of revenue (excluding depreciation)

25,768

17,285

71,375

54,688

Depreciation

329

276

944

783

General and administrative expense (excluding depreciation)

9,853

4,507

27,006

11,004

Total operating expenses

35,950

22,068

99,325

66,475

Operating loss

(23,219)

(11,797)

(50,365)

(18,516)

Other income (expense), net:

Interest expense, net

(228)

(270)

(781)

(523)

Change in fair value of earn-out liabilities

36,036

61,066

Change in fair value of warrant liabilities

10,259

Change in fair value of SAFE Agreements

(255)

(2,353)

181

Loss on issuance of securities

(6,729)

Other income (expense), net

(418)

(379)

Total other income (expense), net

38,920

(515)

61,083

(337)

Income (loss) before income taxes

15,701

(12,312)

10,718

(18,853)

Income tax (expense) benefit

(605)

380

(292)

Net income (loss)

15,096

(11,932)

10,426

(18,828)

Net loss attributable to Intuitive Machines, LLC prior to the Business Combination

(11,932)

(5,751)

(18,828)

Net income for the period February 13, 2023 through September 30, 2023

15,096

16,177

Net loss attributable to redeemable noncontrolling interest

(18,555)

(37,635)

Net income attributable to the Company

33,651

53,812

Less: Cumulative preferred dividends

(674)

(1,657)

Net income attributable to Class A common shareholders - basic

32,977

52,155

Net income attributable to Class A common shareholders - diluted

$ 32,977

$ 0

$ 52,155

$ 0

Net income per share:

Net income per Class A common share - basic (in dollars per share)

^[1]

$ 1.89

$ 3.20

Net income per Class A common share - diluted (in dollars per share)

^[1]

$ 1.29

$ 2.16

Weighted-average common shares outstanding

Weighted average shares outstanding - basic (in shares)

17,411,217

16,294,029

Weighted average shares outstanding - diluted (in shares)

26,126,245

24,964,408

[1]

As a result of the Business Combination (as defined herein), the capital structure has changed and income per share information is only presented after the Closing Date (as defined herein) of the Business Combination, for the period from February 13, 2023 through September 30, 2023. See Note 3 - Business Combination and Related Transactions and Note 13 - Net Income per Share for additional information.