What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-05 · 126 added, 116 removed, 405 unchanged (37% of the section changed)

9 unchanged sentences

We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security, and space product offerings.

Since 2019, we have executed and successfully vertically and horizontally integrated eight acquisitions, and have grown our revenue to $45.7 million and $80.2 million for the three and six months ended June 30, 2025, respectively.

In addition, we received cash proceeds of $22.5 million and $42.5 million during the three and six months ended June 30, 2025, respectively, (with $47.8 million of eligible proceeds remaining as of June 30, 2025) from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS which is set to be decommissioned in 2030.

Since 2019, we have executed and successfully vertically and horizontally integrated nine acquisitions, and have grown our revenue to $39.6 million and $119.8 million for the three and nine months ended September 30, 2025, respectively.

In addition, we received cash proceeds of $4.0 million and $46.5 million during the three and nine months ended September 30, 2025, respectively, (with $43.8 million of eligible proceeds remaining as of September 30, 2025) from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS which is set to be decommissioned in 2030.

We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi, MDA Space, and Palantir.

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Fluctuations in backlog are driven primarily by the timing of large program wins.

Total backlog as of June 30, 2025 was $170.9 million, of which $90.3 million was funded.

We expect to convert approximately 77.4% of the total $90.3 million of funded backlog as of June 30, 2025 into revenue in the remaining periods of 2025.

Total backlog as of September 30, 2025 was $188.6 million, of which $88.2 million was funded.

We expect to convert approximately 42.9% of the total $88.2 million of funded backlog as of September 30, 2025 into revenue in the remaining periods of 2025.

In addition, our backlog is subject to meaningful customer concentration risk.

As of June 30, 2025, approximately 65.5% of the total dollar value of our funded backlog related to three customers.

As of September 30, 2025, approximately 62.6% of the total dollar value of our funded backlog related to three customers.

The top ten customers in our backlog represent approximately 90.4% of the total dollar value of our funded backlog.

52 unchanged sentences

Net sales in the consolidated statements of operations consists entirely of revenue from contracts with customers, net of sales discounts.

Our sales are derived from a combination of cost-plus contracts, fixed price contracts, and time and materials contracts for both U.S.

Our sales are derived from a combination of cost-plus contracts, firm fixed price contracts, and time and materials contracts for both U.S.

government and commercial and international deliverables.

2 unchanged sentences

Our contracts can range from short-term periods of less than 12 months to multi-year obligations.

We generate net sales in our Defense and National Security segment, which represented approximately 76.0% and 71.5% of our total net sales for the three and six months ended June 30, 2025, respectively, and 48.6% and 47.6% for the three and six months ended June 30, 2024, respectively, by providing leading technology capabilities that support marquee programs with expertise in defense systems, signals intelligence, communication technologies, guidance, navigation systems and control systems.

We generate net sales in our Space Solutions segment, which represented approximately 24.0% and 28.5% of our total net sales for the three and six months ended June 30, 2025, respectively, and 51.4% and 52.4% for the three and six months ended June 30, 2024, respectively, by providing technology solutions, operating at the forefront of space technology and specializing in mission enabling, reliable hardware, software and engineering services for space missions.

We generate net sales in our Defense and National Security segment, which represented approximately 70.9% and 71.3% of our total net sales for the three and nine months ended September 30, 2025, respectively, and 52.4% and 49.4% for the three and nine months ended September 30, 2024, respectively, by providing leading technology capabilities that support marquee programs with expertise in defense systems, signals intelligence, communication technologies, guidance, navigation systems and control systems.

We generate net sales in our Space Solutions segment, which represented approximately 29.1% and 28.7% of our total net sales for the three and nine months ended September 30, 2025, respectively, and 47.6% and 50.6% for the three and nine months ended September 30, 2024, respectively, by providing technology solutions, operating at the forefront of space technology and specializing in mission enabling, reliable hardware, software and engineering services for space missions.

Our portfolio offering includes advanced space technology systems, space infrastructure and space science.

The following tables set forth our net sales by contract type for the periods indicated:

Three Months Ended Six Months Ended

Net sales by contract type (dollars in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

Net sales by contract type (dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Cost-plus fee and time and materials $ 21,496 $ 22,713 $ 69,641 $ 62,467

2 unchanged sentences

The following tables set forth our net sales by customer for the periods indicated:

Three Months Ended Six Months Ended

Net sales by customer (dollars in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

Net sales by customer (dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Government $ 36,024 $ 31,619 $ 106,979 $ 89,876

2 unchanged sentences

Starlab Space Stations does not and is not expected to generate revenue from customers in the near term.

While Starlab does not currently generate revenue today, and is not expected to generate revenue in the near term, we have received significant funding from NASA under our SAA.

However, Starlab has received significant funding from NASA under our SAA.

The Starlab program is partially funded through government grants.

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Research and development costs are expensed as incurred.

Research and development costs include employee compensation, contractor fees, materials and supplies, and facility costs.

For the three and six months ended June 30, 2025, gross research and development costs were $2.8 million and $8.8 million, respectively.

For the three and six months ended June 30, 2024, gross research and development costs were $7.3 million and $8.5 million, respectively.

Research and development costs include employee compensation, contractor fees, materials and supplies, software and facility costs.

For the three and nine months ended September 30, 2025, gross research and development costs were $3.5 million and $12.3 million, respectively.

For the three and nine months ended September 30, 2024, gross research and development costs were $1.3 million and $9.9 million, respectively.

Government Grants

7 unchanged sentences

Milestone payments are expected to be earned through December 2025.

As of June 30, 2025, we have cumulatively earned $169.7 million in milestones under the program, with $127.2 million in milestones earned as of December 31, 2024.

All milestones earned as of June 30, 2025 and December 31, 2024 were received in cash.

As of September 30, 2025, we have cumulatively earned $173.7 million in milestones under the program, with $127.2 million in milestones earned as of December 31, 2024.

All milestones earned as of September 30, 2025 and December 31, 2024 were received in cash.

When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset.

When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense.

The following table sets forth the government grant assistance offset against research and development and construction in progress, respectively, for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

The following table sets forth the government grant assistance offset against research and development and construction in progress, respectively, for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Government grant assistance offset against research and development $ 428 $ 1,720 $ 4,678 $ 2,620

Government grant assistance offset against construction in progress $ 3,600 $ 15,480 $ 41,850 $ 29,730

For the six months ended June 30, 2024, the assistance offset against construction in progress assets included grant funding for capital expenditures not yet incurred of $6.0 million in accrued expenses and other current liabilities on the consolidated balance sheets.

For the nine months ended September 30, 2024, the assistance offset against construction in progress assets included grant funding for capital expenditures not yet incurred of $6.0 million in accrued expenses and other current liabilities on the consolidated balance sheets.

Amortization of Acquired Intangible Assets

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The following table sets forth our results of operations for the periods indicated:

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Net sales $ 39,587 $ 39,599 $ (12) — % $ 119,768 $ 106,468 $ 13,300 12.5 %

2 unchanged sentences

Research and development 3,038 (397) 3,435 * 7,580 7,240 340 4.7 %

Impairment losses — 3,594 (3,594) * — 3,594 (3,594) *

Amortization of acquired intangibles 1,989 3,046 (1,057) (34.7) % 5,141 6,535 (1,394) (21.3) %

13 unchanged sentences

non-meaningful changes are defined as greater than absolute value of 200% change or a change from 0%

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Net sales $ 39,587 $ 39,599 $ (12) — % $ 119,768 $ 106,468 $ 13,300 12.5 %

For the three months ended June 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $17.7 million in external sales driven by significant programs won during 2024, offset by a decrease of $8.7 million in net sales in the Space Solutions segment, driven by lower volumes in U.S.

For the three months ended September 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $8.0 million in external sales driven by significant programs won during 2024, offset by a decrease of $8.0 million in net sales in the Space Solutions segment, driven by lower volumes in U.S.

Government sales.

For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

For the six months ended June 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $26.6 million in external sales driven by significant increases in U.S.

For the nine months ended September 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $34.5 million in external sales driven by significant increases in U.S.

Government revenue volume, offset by a decrease of $21.2 million in net sales in the Space Solutions segment, driven primarily by lower volumes in U.S.

2 unchanged sentences

Cost of sales

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Cost of sales $ 33,497 $ 30,276 $ 3,221 10.6 % $ 99,883 $ 81,701 $ 18,182 22.3 %

For the three months ended June 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $14.1 million cost increase in the quarter ended June 30, 2025.

For the three months ended September 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $7.0 million cost increase in the quarter ended September 30, 2025.

The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $4.8 million.

For the six months ended June 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $22 million cost increase in the quarter ended June 30, 2025.

For the nine months ended September 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $29.1 million cost increase in the quarter ended September 30, 2025.

The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $11.0 million.

Selling, general, and administrative

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Selling, general, and administrative $ 25,106 $ 15,173 $ 9,933 65.5 % $ 81,633 $ 44,058 $ 37,575 85.3 %

For the three months ended June 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $10.4 million increase in stock compensation costs associated with the Company's initial public offering during the quarter ended June 30, 2025, along with a $4.8 million increase in employee compensation expenses associated with internal commissions for fundraising efforts, salaries, and legal expense increases during the quarter ended June 30, 2025.

For the six months ended June 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $11.4 million increase in stock compensation costs associated with the Company's initial public offering during the six months ended June 30, 2025, a $6 million recovery during the six month period ended June 30, 2024 that did not occur during the same period in 2025, along with a $9.6 million increase in employee compensation expenses associated with internal commissions for fundraising efforts, salaries, accounting, and legal expense increases during the period ended June 30, 2025.

For the three months ended September 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $5.2 million increase in employee compensation expenses associated with headcount and benefit growth, along with a $4.5 million increase in administrative, marketing, and legal expense increases during the quarter ended September 30, 2025.

For the nine months ended September 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $12.7 million increase in stock compensation costs mostly associated with the Company's initial public offering during the nine months ended September 30, 2025, a $6.0 million recovery during the nine months ended September 30, 2024 that did not occur during the same period in 2025, along with a $18.7 million increase in employee compensation expenses associated with internal commissions for fundraising efforts, salaries, accounting, IT, marketing and legal expense increases during the period ended September 30, 2025.

Research and development

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Research and development $ 3,038 $ (397) $ 3,435 * $ 7,580 $ 7,240 $ 340 4.7 %

For the three months ended June 30, 2025, the decrease in research and development, net was primarily due to $5.2 million in research and development efforts at Starlab Space LLC that occurred during the three months ended June 30, 2024, that did not recur in the same period during 2025.

During the three months ended June 30, 2025 the Company also had an increase in government grants attributable to contra expense of $1.8 million compared to the same period in 2024.

For the six months ended June 30, 2025, the decrease in research and development, net was primarily due to $5.8 million in research and development efforts at Starlab Space LLC that occurred during the six month period ended June 30, 2024, that didn't recur in the same period during 2025.

This was offset by an increase in corporate research and development efforts for $3.0 million during the six month period ended June 30, 2025 compared to the same period in 2024.

For the three months ended September 30, 2025, the increase in research and development, net was primarily due to $0.6 million and $1.5 million in additional research and development efforts at both Voyager and Starlab Space LLC, respectively, that occurred during the three months ended September 30, 2025, that did not recur in the same period during 2024.

During the three months ended September 30, 2025 the Company also had a decrease in government grants attributable to contra expense of $1.2 million compared to the same period in 2024.

For the nine months ended September 30, 2025, the immaterial increase in research and development, net was primarily due to an increase in corporate research and development efforts of $3.0 million during the nine month period ended September 30, 2025 compared to the same period in 2024 mostly offset by an increase of $2.1 million of government grants attributable to contra expense compared to the same period in 2024.

Impairment losses

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Impairment losses $ — $ 3,594 $ (3,594) * $ — $ 3,594 $ (3,594) *

For the three and nine months ended September 30, 2025, the decrease in impairment losses was due to a $3.6 million impairment for the Company's Atomos investment that occurred during the three and nine months ended September 30, 2024, that did not recur in the same period during 2025.

Amortization of acquired intangibles

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Amortization of acquired intangibles $ 1,989 $ 3,046 $ (1,057) (34.7) % $ 5,141 $ 6,535 $ (1,394) (21.3) %

For the three and nine months ended September 30, 2025, the decrease in amortization of acquired intangibles to the three and nine months ended September 30, 2024 was driven primarily by amortization completion on intangibles from previous acquisition that occurred during 2024.

Finance and interest expense, net

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Finance and interest expense, net $ (200) $ (2,940) $ 2,740 (93.2) % $ (5,452) $ (9,029) $ 3,577 (39.6) %

For the three and six months ended June 30, 2025, the decrease in finance and interest expense as compared to the three and six months ended June 30, 2024 was driven primarily by lower interest expenses.

Gain (loss) on debt extinguishment

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

For the three and nine months ended September 30, 2025, the decrease in finance and interest expense as compared to the three and nine months ended September 30, 2024 was driven primarily by lower interest expenses associated with the Company's debt extinguishment in 2025.

Loss on debt extinguishment

For the three and six months ended June 30, 2025, the decreases in losses on debt extinguishments was driven by extinguishments of our Term Loan and Convertible Debt in the periods ended June 30, 2025 in comparison with the losses incurred related to debt extinguishment costs incurred during the three and six months ended June 30, 2024 for the replacement of a prior term loan in exchange for the Term Loan.

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Loss on debt extinguishment $ — $ (584) $ 584 (100.0) % $ (7,804) $ (11,297) $ 3,493 (30.9) %

For the three and nine months ended September 30, 2025, the decreases in losses on debt extinguishments was driven by extinguishments of our Term Loan and Convertible Debt in the nine month period ended September 30, 2025 in comparison with the losses incurred related to debt extinguishment costs incurred during the three and nine months ended September 30, 2024 for the replacement of a prior term loan in exchange for the Term Loan.

Other income, net

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Other income, net $ 4,145 $ 462 $ 3,683 * $ 6,762 $ 954 $ 5,808 *

For the three months ended June 30, 2025, the increase in other income, net was associated with increased interest income associated with increased cash holdings during the three months ended June 30, 2025.

For the six months ended June 30, 2025, the increase in other income, net was associated with increased interest income associated with increased cash holdings during the six months ended June 30, 2025.

For the three and nine months ended September 30, 2025, the increase in other income, net was associated with increased interest income associated with increased cash holdings during the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

Income tax expense (benefit)

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Income tax expense (benefit) $ (1,762) $ 92 $ (1,854) * $ (1,633) $ 218 $ (1,851) *

For the three and nine months ended September 30, 2025, the increase in income tax benefit was associated with a benefit in deferred tax expense during the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

Results by Segment

5 unchanged sentences

See Note 12, “Segment Reporting” to our condensed consolidated financial statements included elsewhere in this Quarterly Report.

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Defense and National Security $ 28,508 $ 21,772 $ 87,244 $ 55,501

13 unchanged sentences

The following table provides selected financial information for the Defense and National Security segment.

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Net sales $ 28,508 $ 21,772 $ 6,736 30.9 % $ 87,244 $ 55,501 $ 31,743 57.2 %

1 unchanged sentence

Adjusted EBITDA margin percentage (6.9) % 4.0 % — % 2.9 %

For the three months ended June 30, 2025, the increase in net sales was driven primarily by a $17.7 million increase in U.S.

government revenue compared to the three months ended June 30, 2024.

The increase in net sales was driven by volume increases on programs including revenues derived significant program material purchases during the period.

The increase in Adjusted EBITDA was driven by the increase in program volume offset by program costs.

For the six months ended June 30, 2025, the increase in net sales was driven primarily by a $23.6 million increase in U.S.

government revenue compared to the six months ended June 30, 2024.

For the three months ended September 30, 2025, the increase in net sales was driven primarily by a $12.9 million increase in U.S.

government revenue compared to the three months ended September 30, 2024.

The increase in net sales was driven by volume increases on programs including revenues derived significant program material purchases during the period, and was partially offset by a $6.1 million decrease in commercial sales based on completion of commercial programs.

The decrease in Adjusted EBITDA was driven by the increase in program cost growth period over period.

For the nine months ended September 30, 2025, the increase in net sales was driven primarily by a $36.5 million increase in U.S.

government revenue compared to the nine months ended September 30, 2024, partially offset by a $4.8 million decrease in commercial net sales due to lower commercial program volumes and program completion during the same comparable period.

The increase in net sales was derived from program expansion, volume increases on existing programs and revenues derived significant program material purchases during the period.

The increase in Adjusted EBITDA was driven by the increase in program volume offset by program costs.

The decrease in Adjusted EBITDA was driven by the increase in program costs year over year.

Space Solutions

The following table provides selected financial information for the Space Solutions segment.

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Net sales $ 11,691 $ 19,786 $ (8,095) (40.9) % $ 35,119 $ 56,928 $ (21,809) (38.3) %

1 unchanged sentence

Adjusted EBITDA margin percentage (5.4) % 8.2 % (9.0) % 2.7 %

For the three months ended June 30, 2025, the decrease in net sales was driven primarily by a $7.2 million decrease in U.S.

government revenue due to decreased volumes related to programs that concluded during the three months period ended June 30, 2025 compared to the three months ended June 30, 2024.

The decrease in Adjusted EBITDA was driven by the lower program contributions during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, related to the lower volume on programs.

For the six months ended June 30, 2025, the decrease in net sales was driven primarily by a $10.9 million decrease in U.S.

government revenue due to decreased volumes related to programs that concluded during the six months period ended June 30, 2025 compared to the six months ended June 30, 2024.

The decrease in Adjusted EBITDA was driven by the lower program contributions during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, related to the lower volume on programs.

For the three months ended September 30, 2025, the decrease in net sales was driven primarily by a $8.4 million decrease in U.S.

government revenue due to decreased volumes primarily related to programs that concluded before the three months period ended September 30, 2025 that were still ongoing during the three months ended September 30, 2024.

The decrease in Adjusted EBITDA was driven by the lower program volume contributions during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, related to the lower volume on programs and increases in program costs that drove margin reduction.

For the nine months ended September 30, 2025, the decrease in net sales was driven primarily by a $19.4 million decrease in U.S.

government revenue due to decreased volumes related to programs that concluded during the nine months period ended September 30, 2025 compared to the nine months ended September 30, 2024.

The decrease in Adjusted EBITDA was driven by the lower program contributions during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, related to the lower volume on programs and increases in program costs that drove margin reduction.

Starlab Space Stations

The following table provides selected financial information for the Starlab Space Stations segment.

Three Months Ended Change Six Months Ended Change

(dollars in thousands) June 30, 2025 June 30, 2024 Year over Year % June 30, 2025 June 30, 2024 Year over Year %

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Net sales $ — $ — $ — * $ — $ — $ — *

3 unchanged sentences

* Not meaningful

For the three months ended June 30, 2025, the increase in Adjusted EBITDA was driven primarily by a reduction in R&D expenses of $5.2 million along with an increase of grant funding attributable to contra expenses, which were received in the quarter ended June 30, 2025 of $2.0 million compared to $0.4 million received in the three months ended June 30, 2024.

For the six months ended June 30, 2025, the increase in Adjusted EBITDA was driven primarily by a reduction in R&D expenses of $5.8 million along with an increase of grant funding attributable to contra expenses, which were $4.2 million received in the quarter ended June 30, 2025 compared to $0.9 million received in the six months ended June 30, 2024.

This was offset by an increase in selling, general, and administrative costs of $3.0 million related to increased compensation costs associated with the growth of the operations of the business.

For the three months ended September 30, 2025, the decrease in Adjusted EBITDA was driven primarily by an increase in Starlab operating expenses and research and development expenses of $5 million along with a decrease of $1.3 million of grant funding attributable to contra expenses, which were received in the quarter ended September 30, 2025 compared to the three months ended September 30, 2024.

For the nine months ended September 30, 2025, the decrease in Adjusted EBITDA was driven primarily by an increase of $6.3 million of salary, fundraising and administrative expenses, offset by an increase $2.1 million in grant funding attributable to contra expenses for the nine months ended September 30, 2025 compared to the same period ended September 30, 2024.

Intersegment Eliminations

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program.

Intersegment eliminations decreased to $0.6 million from $2.5 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, and decreased to $2.0 million from $4.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Intersegment eliminations decreased to $0.6 million from $2.0 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and decreased to $2.6 million from $6.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The decrease in intersegment eliminations in both periods was primarily related to a decrease in Starlab driven programs.

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The following tables set forth our key performance metrics, which are further discussed below:

(dollars in thousands) June 30, 2025 December 31, 2024

(dollars in thousands) September 30, 2025 December 31, 2024

Funded backlog (1)

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$ 188,603 $ 200,082

Three Months Ended Six Months Ended

(dollars in thousands, except per share amounts) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollars in thousands, except per share amounts) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net sales $ 39,587 $ 39,599 $ 119,768 $ 106,468

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Our backlog may also include, as of any date of estimation, change orders for any project that have been confirmed, either in writing or verbally, or formally contracted.

(2) Unfunded contract options represent customer options for future products or services that have not yet been exercised and potential bookings under IDIQ contracts.

As of June 30, 2025, unfunded contract options were primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and National Security segment.

(2) Unfunded contract options represent unfunded portions of contract value and customer options for future products or services that have not yet been exercised and potential bookings under IDIQ contracts.

As of September 30, 2025, unfunded contract options were primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and National Security segment.

(3) See “Non-GAAP Financial Measures” below for a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss attributable to Voyager Technologies, Inc., the most directly comparable GAAP measure to Adjusted EBITDA.

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(the most comparable GAAP measure) is shown below:

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net loss attributable to Voyager Technologies, Inc.

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Depreciation and amortization 3,130 4,124 8,440 9,595

Income taxes 81 (122) 129 126

Income tax expense (benefit) (1,762) 92 (1,633) 218

EBITDA (14,705) (7,811) (62,334) (34,270)

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613 313 1,560 1,975

Impairment losses — 3,594 — 3,594

Net loss attributable to noncontrolling interests (2,063) (280) (4,737) (3,138)

Interest income (4,313) (1,386) (7,826) (1,386)

173 (4,129) 8,910 6,580

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(3) Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period.

Other also contains debt extinguishment costs of $7.8 million for each of the three and six months ended June 30, 2025 and $10.7 million for each of the three and six months ended June 30, 2024.

Other also contains debt extinguishment costs of $7.8 million for the nine months ended September 30, 2025, $0.6 million for the three months ended September 30, 2024, and $11.3 million for the nine months ended September 30, 2024.

There were no debt extinguishment costs for the three months ended September 30, 2025.

Adjusted Earnings Per Share

We consider adjusted earnings per share to be a useful, supplemental measure of our operations on a per share basis adjusting for items that are considered either non-operational or significant infrequent expenses or that are sources of income that are not recurring to the business on a frequent basis.

We define adjusted earnings per share as the net income/loss attributable to common stockholders adjusted for stock-based compensation, business acquisition costs, restructuring, and other items mainly related to financing expenses and other individually immaterial items divided by our diluted basis number of weighted average shares outstanding during the period.

We consider adjusted earnings per share to be a useful, supplemental measure of our operations on a per share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis.

We define adjusted earnings per share as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, and other items mainly related to financing expenses and other individually immaterial items divided by our diluted basis number of weighted average shares outstanding during the period.

Since the adjustments made for presentational purposes do not impact the tax basis of the Company, the adjustments have been presented on a tax free basis.

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net loss attributable to common stockholders $ (36,640) $ (28,803) $ (69,579) $ (48,633)

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net loss attributable to common shareholders $ (16,273) $ (20,558) $ (85,852) $ (69,191)

Stock-based compensation

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613 313 1,560 1,975

Impairment losses — 3,594 — 3,594

173 (4,129) 8,910 6,580

Adjusted net loss attributable to common stockholders $ (17,953) $ (16,177) $ (49,698) $ (34,189)

Adjusted net loss attributable to common shareholders (12,885) (19,910) (59,070) (54,099)

Adjusted net loss per common share $ (0.22) $ (1.56) $ (1.73) $ (4.29)

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Other also contains debt extinguishment costs of $7.8 million for each of the three and six months ended June 30, 2025 and $10.7 million for each of the three and six months ended June 30, 2024.

There were no debt extinguishment costs for the three months ended September 30, 2025.

Free Cash Flow

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The reconciliation between free cash flow and net cash (used in) provided by operating activities (the most comparable GAAP measure) is shown below:

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net cash used in operating activities $ (15,061) $ (948) $ (45,964) $ (20,003)

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The reconciliation between total Voyager capital expenditures, Starlab Space Stations capital expenditures and capital expenditures excluding Starlab Space Stations is shown below:

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Total Voyager capital expenditures $ 39,035 $ 20,433 $ 96,300 $ 52,758

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We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations.

The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three and six months ended June 30, 2025 and June 30, 2024:

The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended Years Ended December 31,

(dollars in thousands) June 30, 2025 March 31, 2025 2024 2023

(dollars in thousands) September 30, 2025 June 30, 2025 March 31, 2025 2024 2023

Capitalized research and development under section 174 $ 44,080 $ 32,658 $ 33,599 $ 105,206 $ 46,222

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Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of approximately $468.9 million, which primarily consisted of net proceeds from our IPO, demand deposits and money market mutual funds substantially all held within U.S.

As of September 30, 2025, we had cash and cash equivalents of approximately $413.3 million, which primarily consisted of net proceeds from our IPO, demand deposits, and money market mutual funds substantially all held within U.S.

bank accounts.

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Our primary operating cash requirements include the payment of compensation and related costs, financing acquisitions, ongoing investment in Starlab and costs for our facilities, and information technology infrastructure.

As of June 30, 2025, we believe our existing cash and cash equivalents and funds received from the capital and equity markets will be sufficient to meet our working capital and capital expenditure needs over the next twelve months and the foreseeable future.

As of September 30, 2025, we believe our existing cash and cash equivalents and funds received from the capital and equity markets will be sufficient to meet our working capital and capital expenditure needs over the next twelve months and the foreseeable future.

We expect our cost of sales, operating expenses, and capital expenditures to increase in connection with our ongoing activities, particularly as we grow with our customers and win new business, expand our portfolio offering with new technologies, and continue to develop the next generation of space infrastructure.

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The following table presents the major components of our cash used in operating activities, cash used in investing activities and cash provided by financing activities for the periods presented:

Six Months Ended

(dollars in thousands) June 30, 2025 June 30, 2024 Change

Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 Change

Net cash used in operating activities $ (45,964) $ (20,003) $ (25,961)

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We efficiently fund our working capital requirements with financing activities.

The increase in cash used in operating activities was driven by a $13.3 million decrease in cash from working capital related to accounts receivable, contract assets and contract liabilities related to more work performed on programs during the six months ended June 30, 2025 for cash milestones collected on programs in advance of work performed along with additional work performed in advance of billings for the period.

The increase in cash used in operating activities was driven by a $22.8 million decrease in cash from working capital related to increases in prepaid expenses and reductions from contract liabilities related to more work performed on programs during the nine months ended September 30, 2025 than cash milestones collected on programs.

Investing Activities

The primary driver for the increase in cash used in investing activities relates to cash used for acquisitions of $6.6 million and an increase in capital investment of $25.5 million, primarily at Starlab, offset by a $24.0 million increase in government grant funding received.

The primary driver for the increase in cash used in investing activities relates to cash used for acquisitions of $32.6 million, cash used for investments of $2.5 million, and an increase in capital investment of $43.8 million, primarily at Starlab, offset by a $12.1 million increase in government grant funding received.

Financing Activities

The increase in cash provided by financing activities was driven by our IPO cash raised, net of underwriting and commissions of $409.4 million, and a $45.9 million and $78.9 million increase in Common stock and Series C fundraising, respectively, during the six months ended June 30, 2025 as compared to the period ended June 30, 2024.

These increases were offset by the repayment of our 2024 Term Loan of $64.4 million and repayment of our Preferred B dividends of $27.6 million along with reduction in financing inflows of $27.5 million related to other financing costs during during the six months ended June 30, 2025 and other funds raised during the six months ended June 30, 2024 that didn't recur during the six months ended June 30, 2025.

The increase in cash provided by financing activities was driven by our IPO cash raised, net of underwriting and commissions of $409.4 million, and a $45.9 million and $69.6 million increase in Common stock and Series C fundraising, respectively, during the nine months ended September 30, 2025 as compared to the period ended September 30, 2024.

These increases were offset by the repayment of our 2024 Term Loan of $64.4 million and repayment of our Preferred B dividends of $27.6 million along with the increase in financing inflows of $6.5 million mostly related to other financing raises during the nine months ended September 30, 2025.

Outstanding Indebtedness

The following table summarizes our long-term debt:

(dollars in thousands) June 30, 2025 December 31, 2024

(dollars in thousands) September 30, 2025 December 31, 2024

Term loan $ — $ 65,972

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The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments.

Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period.

The obligations under the Credit Facility are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.

As of June 30, 2025, we had no drawn amounts on the Credit Facility.

During the quarter ended June 30, 2025, the Company used the Credit Facility to draw down $64.5 million and repay its outstanding Term Loan commitment.

The withdrawn funds were repaid the same day to the Credit Facility.

As of September 30, 2025, we h ad no drawn amounts on the Credit Facility.

During the quarter ended September 30, 2025 , the Company did not withdraw funds under the Credit Facility.

We currently have no indebtedness outstanding under the Credit Facility.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis