v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions
NOTE 3 - ACQUISITIONS
Lanteris Space Holdings LLC Acquisition
On January 13, 2026, the Company completed the acquisition of 100% of the issued and outstanding membership interests of Lanteris, a spacecraft manufacturer serving national security, civil, and commercial customers. The acquisition expands the Company’s spacecraft manufacturing and space systems capabilities. The acquisition date fair value of consideration transferred totaled approximately $853.3 million consisting of $405.6 million in cash, $43.7 million of cash transaction bonuses (which were included in consideration as they had no required service conditions and were deemed to be for the benefit of the Company), and the issuance of 22,991,028 shares of the Company’s Class A Common Stock valued at $404.0 million, based on the acquisition date closing stock price of $17.57 per share. The Company funded the cash consideration and cash transaction bonuses using cash on hand. The excess of the consideration transferred over the fair value of the acquired net assets was recorded as goodwill which primarily represents expected growth synergies, developed workforce, and future opportunities. The goodwill is partially deductible for income tax purposes. As of June 30, 2026, the Company has incurred transaction and integration costs related to the acquisition of $36.8 million (consisting of $10.4 million incurred during the fourth quarter of 2025, and $7.5 million and $26.4 million, during the three and six months ended June 30, 2026, respectively), which are recorded in general and administrative expense on our condensed consolidated statement of operations.

The following table presents the purchase consideration, acquisition related costs, and the preliminary estimated fair values of the assets acquired and liabilities assumed by the Company as of the acquisition date (in thousands):

January 13, 2026
Cash consideration $405,622 
Fair value of Class A Common Stock issued403,953 
Transaction bonuses and other adjustments43,689 
Purchase consideration$853,264 
Assets:
Cash and cash equivalents$2,242 
Restricted cash268 
Trade and other receivables97,152 
Contract assets23,144 
Inventory56,147 
Advances to suppliers17,125 
Prepaid and other current assets5,799 
Property and equipment
165,815 
Intangible assets297,000 
Operating lease right-of-use assets
32,174 
Orbital receivables, non-current223,366 
Total assets920,232 
Liabilities:
Accounts payable and accrued expenses
40,429 
Contract liabilities161,716 
Operating lease liabilities, current
17,986 
Other current liabilities
61,977 
Pension and other postretirement benefits, non-current
54,792 
Operating lease liabilities, non-current
40,578 
Other non-current liabilities
49,535 
Total liabilities427,013 
Noncontrolling interests415 
Fair value of net identifiable assets acquired492,804 
Goodwill$360,460 
The following table summarizes the preliminary estimated fair values of intangible assets acquired by class and the related estimated lives (in thousands, except useful life in years):

Intangible AssetEstimated Life in YearsJanuary 13, 2026
Trademark / trade name1$5,000 
Customer relationships15138,000 
Developed technologies15154,000 
Total intangible assets$297,000 

The amounts presented in the tables above represent the preliminary valuation analyses completed to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. All values remain preliminary including, but not limited to, intangible assets, including the preliminary assumptions used in their estimates of fair values and their respective estimated useful lives, the valuation of certain tangible and financial assets, working capital accounts, income taxes, and residual goodwill. The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

The results of operations of Lanteris has been included in the Company’s condensed consolidated statement of operations since the date of acquisition, January 13, 2026. For the three and six months ended June 30, 2026, Lanteris contributed revenue of $166.7 million and $308.3 million, respectively, and operating income of $24.5 million and $24.7 million, respectively.

The following unaudited supplemental pro forma results of operations have been prepared based on the historical information of the Company and Lanteris, and reflects the combined results of operations as if the acquisition had been consummated on January 1, 2025.

The unaudited supplemental pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that we may expect to result from the acquisitions. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the actual results of operations would have been had these business combinations occurred on January 1, 2025.
UnauditedUnaudited
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2026202520262025
Total revenues$206,168 $203,433 $406,014 $421,589 
Net loss$(62,841)$(1,847)$(117,202)$(49,486)
Net income (loss) attributable to the Company$(46,445)$11,178 $(85,665)$(48,832)
Net income (loss) attributable to Class A common shareholders$(46,612)$11,027 $(85,994)$(49,130)

KinetX Acquisition
On October 1, 2025, the Company completed the stock purchase agreement to acquire 100% of the issued and outstanding capital stock of KinetX. KinetX is a privately-held, Arizona-based aerospace company with more than 30 years of experience delivering flight-proven, deep-space navigation, systems engineering, ground software, and constellation mission design to the U.S. government and international customers. The consideration for the acquisition totaled approximately $31.3 million, consisting of cash consideration of $15.0 million, seller payable adjustments of $1.1 million treated as consideration transferred, and the issuance of 1,104,178 shares of the Company’s Class A Common Stock valued at $11.7 million based on the acquisition date closing stock price of $10.61. Approximately 329,827 shares of Class A Common Stock valued at $3.5 million, were held back in escrow to settle any post-closing adjustments and/or potential claims. The holdback was accounted for as contingent consideration and recorded as a liability based on its estimated fair value as of the acquisition date. The Company funded the cash consideration using cash on hand. Goodwill primarily represents expected synergies, assembled workforce, and future growth opportunities. The goodwill is not fully deductible for income tax purposes.
The following table presents the purchase consideration and the preliminary estimated fair values of the assets acquired and liabilities assumed by the Company as of the acquisition date (in thousands):

October 1, 2025
Cash consideration $15,000 
Fair value of Class A Common Stock issued11,715 
Equity holdback in escrow3,500 
Transaction costs and other adjustments payable to the seller1,130 
Purchase consideration$31,345 
Assets:
Cash and cash equivalents$1,247 
Trade accounts receivable1,232 
Contract assets34 
Prepaid and other current assets306 
Property and equipment, net
134 
Intangible assets, net13,300 
Operating lease right-of-use assets
495 
Total assets16,748 
Liabilities:
Accounts payable and accrued expenses
232 
Operating lease liabilities, current
114 
Deferred tax liability, current
2,847 
Other current liabilities
584 
Operating lease liabilities, non-current
381 
Total liabilities4,159 
Fair value of net identifiable assets acquired12,589 
Goodwill$18,756 

The following table summarizes the preliminary estimated fair values of intangible assets acquired by class and the related estimated lives (in thousands, except useful life in years):

Intangible AssetEstimated Life in Years
October 1, 2025
Customer relationships10$1,900 
Developed technology1011,400 
Total intangible assets$13,300 

The amounts presented in the tables above represent preliminary valuation analyses completed to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. All values remain preliminary including, but not limited to, intangible assets, including the preliminary assumptions used in their estimates of fair values and their respective estimated useful lives, the valuation of certain tangible assets, working capital accounts, income taxes, and residual goodwill. The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

The result of operations of KinetX has been included in the Company’s condensed consolidated statement of operations since the date of acquisition, October 1, 2025. For the three and six months ended June 30, 2026, KinetX contributed revenues of $1.4 million and $2.9 million, respectively, and incurred operating loss of $1.1 million and $2.3 million, respectively.