Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
5
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share amounts)
The accompanying notes are an integral part of these condensed consolidated financial statements
June 30, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 468,925 $ 55,930
Accounts receivable, net 12,674 15,360
Contract assets 21,609 17,304
Inventories 1,424 1,526
Prepaid expenses and other current assets 6,793 11,461
TOTAL CURRENT ASSETS 511,425 101,581
Property and equipment, net 67,559 49,439
Operating lease right-of-use assets 8,625 8,167
Intangible assets, net 36,993 34,684
Goodwill 50,510 46,515
Other assets 10,228 7,210
TOTAL ASSETS (1)
$ 685,340 $ 247,596
LIABILITIES, MEZZANINE EQUITY, AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 20,748 $ 22,787
Contract liabilities 10,171 21,365
Operating lease liabilities 3,386 3,000
SMI promissory note, current — 665
Accrued expenses and other current liabilities 56,988 39,594
TOTAL CURRENT LIABILITIES 91,293 87,411
Term loan, net — 56,991
Operating lease liabilities, non-current 6,108 6,205
Contract liabilities, non-current 2,948 2,762
Convertible notes, net — 7,435
Embedded derivatives — 2,723
Deferred tax liabilities 203 112
Other long-term liabilities 1,969 102
SMI promissory note — 23,928
TOTAL LIABILITIES (1)
$ 102,521 $ 187,669
Mezzanine equity:
Class A-1 redeemable preferred stock: $ 0.0001 par value; 0 shares authorized, issued and outstanding at June 30, 2025; 7,500,000 shares authorized and 6,967,720 shares issued and outstanding at December 31, 2024; redeemable at the option of the holder with a liquidation preference of $ 105,581 at December 31, 2024
$ — $ 93,496
Redeemable noncontrolling interests 19,836 32,431
Equity:
Class A preferred stock: $ 0.0001 par value per share; 0 shares authorized, issued, and outstanding at June 30, 2025; 1 share authorized, issued, and outstanding at December 31, 2024; liquidation preference of $ 1
— —
Class B convertible preferred stock: $ 0.0001 par value per share; 0 shares authorized, issued, and outstanding at June 30, 2025; 4,400,000 shares authorized and 3,285,995 shares issued and outstanding at December 31, 2024; liquidation preference of $ 146,454 at December 31, 2024
— 132,835
Class C preferred stock: $ 0.0001 par value per share; 0 shares authorized, issued, and outstanding at June 30, 2025; 4,600,000 shares authorized and 1,537,818 shares issued and outstanding at December 31, 2024
— 63,464
Common stock: $ 0.0001 par value per share; 0 shares authorized, issued, and outstanding at June 30, 2025; 375,000,000 shares authorized and 13,297,289 shares issued and outstanding at December 31, 2024
— 1
Class A common stock: $ 0.0001 par value per share; 400,000,000 shares authorized; 53,274,637 shares issued and outstanding at June 30, 2025, 0 shares authorized, issued, and outstanding at December 31, 2024.
5 —
Class B common stock: $ 0.0001 par value per share; 50,000,000 shares authorized; 5,758,566 shares issued and outstanding at June 30, 2025, 0 shares issued and outstanding at December 31, 2024.
1 —
Additional paid-in capital 894,226 15,081
Accumulated other comprehensive (loss) income ( 83 ) 28
Accumulated deficit ( 339,433 ) ( 281,113 )
Total Voyager Technologies, Inc. equity (deficit) 554,716 ( 69,704 )
Noncontrolling interests 8,267 3,704
TOTAL EQUITY (DEFICIT) 562,983 ( 66,000 )
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 685,340 $ 247,596
________________________
(1) Includes balances associated with a consolidated variable interest entity (“VIE”), including amounts reflected in “TOTAL ASSETS” that can only be used to settle obligations of the VIE as well as liabilities of the VIE reflected within “TOTAL LIABILITIES” for which creditors do not have recourse to the general credit of Voyager. Refer to Note 15, “Joint Venture”, for additional information.
6
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except share and per share amounts)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net sales $ 45,674 $ 36,653 $ 80,181 $ 66,869
Cost of sales 37,464
27,390
66,386
51,425
Selling, general, and administrative 30,241
13,295
56,527
28,885
Research and development 502
6,870
4,542
7,637
Amortization of acquired intangibles 1,604
1,745
3,152
3,489
Loss from operations $ ( 24,137 ) $ ( 12,647 ) $ ( 50,426 ) $ ( 24,567 )
Other income (expense):
Loss on debt extinguishment $ ( 7,804 )
$ ( 10,713 )
$ ( 7,804 )
$ ( 10,713 )
Finance and interest expense, net ( 2,523 )
( 3,095 )
( 5,252 )
( 6,089 )
Other income, net 1,480
282
2,617
492
Loss before income taxes ( 32,984 ) ( 26,173 ) ( 60,865 ) ( 40,877 )
Income tax expense (benefit) 81
( 122 )
129
126
Net loss ( 33,065 ) ( 26,051 ) ( 60,994 ) ( 41,003 )
Net loss attributable to noncontrolling interests ( 1,683 ) ( 2,729 ) ( 2,674 ) ( 2,858 )
Net loss attributable to Voyager Technologies, Inc. ( 31,382 ) ( 23,322 ) ( 58,320 ) ( 38,145 )
Less: dividends accrued on preferred stock 5,258 5,481 11,259 10,488
Net loss attributable to common shareholders $ ( 36,640 ) $ ( 28,803 ) $ ( 69,579 ) $ ( 48,633 )
Net loss per common share:
Basic $ ( 1.23 ) $ ( 2.29 ) $ ( 3.16 ) $ ( 3.88 )
Diluted $ ( 1.23 ) $ ( 2.73 ) $ ( 3.16 ) $ ( 4.32 )
Weighted-average shares outstanding
Basic 29,695,203 12,574,261 22,017,362 12,536,053
Diluted 29,695,203 12,577,013 22,017,362 12,538,805
7
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, in thousands)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net loss $ ( 33,065 ) $ ( 26,051 ) $ ( 60,994 ) $ ( 41,003 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments ( 89 ) 19 ( 111 ) 215
Total comprehensive loss ( 33,154 ) ( 26,032 ) ( 61,105 ) ( 40,788 )
Comprehensive loss attributable to noncontrolling interests ( 1,683 ) ( 2,729 ) ( 2,674 ) ( 2,858 )
Comprehensive loss attributable to Voyager Technologies, Inc. $ ( 31,471 ) $ ( 23,303 ) $ ( 58,431 ) $ ( 37,930 )
8
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
(Unaudited, in thousands)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Class A and Class B Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Voyager Technologies, Inc. Equity (Deficit) Non-controlling Interests Total Equity (Deficit) Total Mezzanine Equity
Three Months Ended June 30, 2025 Class A Class B Common Stock Preferred Stock
Shares Amount Shares Amount Shares Amount Shares Amount
Balance at March 31, 2025 — $ — — $ — 15,267 $ 1 7,139 $ 293,293 $ 61,822 $ 6 $ ( 308,051 ) $ 47,071 $ 2,762 $ 49,833 $ 124,944
Net income (loss) — — — — — — — — — — ( 31,382 ) ( 31,382 ) ( 1,553 ) ( 32,935 ) ( 130 )
Foreign currency translation adjustments — — — — — — — — — ( 89 ) — ( 89 ) — ( 89 ) —
Stock-based compensation — — — — — — — — 11,547 — — 11,547 — 11,547 —
Options Exercised 4 — — — — — — — 41 — — 41 — 41 —
Unvested RSAs granted 763 — 45 — — — — — — — — — — — —
Issuance of Common stock, net — — — — 37 — — — 854 — — 854 — 854 —
Issuance of Common stock for acquisition consideration — — — — 34 — — — 1,000 — — 1,000 — 1,000 —
Issuance of Class A common stock upon initial public offering, net of underwriting costs and offering expenses 14,201 1 — — — — — — 401,474 — — 401,475 — 401,475 —
Conversion of redeemable convertible preferred stock to Class A common stock upon initial public offering 27,865 3 — — — — ( 7,589 ) ( 311,008 ) 408,788 — — 97,783 — 97,783 ( 97,783 )
Conversion of convertible debt to Class A common stock upon initial public offering 817 — — — — — — — 25,336 — — 25,336 — 25,336 —
Conversion of Common Stock to Class A and Class B Common Stock 9,625 1 5,714 1 ( 15,338 ) ( 1 ) — — — — — 1 — 1 —
Issuance of Class C preferred stock, net — — — — — — 450 19,742 — — — 19,742 — 19,742 —
Dividends accrued or settled on Class B convertible preferred stock — — — — — — — 1,780 ( 29,364 ) — — ( 27,584 ) — ( 27,584 ) —
Dividends accrued or settled on Class A-1 redeemable preferred stock — — — — — — — — ( 3,478 ) — — ( 3,478 ) — ( 3,478 ) 3,478
Redemptions of Class A-1 redeemable preferred stock — — — — — — — — — — — — — — ( 3,044 )
Conversion of 2024 Convertible Notes — — — — — — — — 8,002 — — 8,002 4,796 12,798 —
Warrants issued for common stock — — — — — — — ( 3,807 ) 3,807 — — — — — —
Purchase of noncontrolling interest — — — — — — — — 630 — — 630 — 630 ( 7,629 )
Sale of noncontrolling interest — — — — — — — — 3,767 — — 3,767 2,262 6,029 —
Balance at June 30, 2025 53,275 $ 5 5,759 $ 1 — $ — — $ — $ 894,226 $ ( 83 ) $ ( 339,433 ) $ 554,716 $ 8,267 $ 562,983 $ 19,836
Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Voyager Technologies, Inc. Equity (Deficit) Non-controlling Interests Total Equity (Deficit) Total Mezzanine Equity
Three Months Ended June 30, 2024 Common Stock Preferred Stock
Shares Amount Shares Amount
Balance at March 31, 2024 12,425 $ 1 3,856 $ 151,164 $ — $ 7 $ ( 233,864 ) $ ( 82,692 ) $ 3 $ ( 82,689 ) $ 125,736
Net income (loss) — — — — — — ( 23,322 ) ( 23,322 ) ( 2,845 ) ( 26,167 ) 117
Foreign currency translation adjustments — — — — — 19 — 19 — 19 —
Stock-based compensation — — — — 1,113 — — 1,113 — 1,113 —
Options Exercised — — — — 6 — — 6 — 6 —
Issuance of Class C preferred stock, net — — 284 12,447 — — — 12,447 — 12,447 —
Dividends accrued on Class B convertible preferred stock — — — 2,114 ( 2,114 ) — — — — — —
Dividends accrued on Class A-1 redeemable preferred stock — — — — ( 3,367 ) — — ( 3,367 ) — ( 3,367 ) 3,367
Warrants issued for common stock — — — — ( 904 ) — — ( 904 ) — ( 904 ) —
Warrant reclassification — — — — ( 2,546 ) — — ( 2,546 ) — ( 2,546 ) —
Shares issued for services 255 — — — 5,000 — — 5,000 6,316 11,316 —
Sale of noncontrolling interest — — — — 12,109 — — 12,109 — 12,109 —
Balance at June 30, 2024 12,680 $ 1 4,140 $ 165,725 $ 9,297 $ 26 $ ( 257,186 ) $ ( 82,137 ) $ 3,474 $ ( 78,663 ) $ 129,220
9
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
(Unaudited, in thousands)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Class A and Class B Common Stock Additional Paid-in Capital Accum. Other Compr. Loss Accum. Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity
Six Months Ended June 30, 2025 Class A Class B Common Stock Preferred Stock
Shares Amount Shares Amount Shares Amount Shares Amount
Balance at December 31, 2024 — $ — — $ — 13,297 $ 1 4,824 $ 196,299 $ 15,081 $ 28 $ ( 281,113 ) $ ( 69,704 ) $ 3,704 $ ( 66,000 ) $ 125,927
Net income (loss) — — — — — — — — — — ( 58,320 ) ( 58,320 ) ( 2,495 ) ( 60,815 ) ( 179 )
Foreign currency translation adjustments — — — — — — — — — ( 111 ) — ( 111 ) — ( 111 ) —
Stock-based compensation — — — — — — — — 13,270 — — 13,270 — 13,270 —
Options Exercised 4 — — — 1 — — — 155 — — 155 — 155 —
Unvested RSAs granted 763 — 45 — — — — — — — — — — — —
Issuance of Common stock, net — — — — 1,648 — — — 43,971 — — 43,971 — 43,971 —
Issuance of Common stock for acquisition consideration — — — — 34 — — — 1,000 — — 1,000 — 1,000 —
Issuance of Class A common stock upon initial public offering, net of underwriting costs and offering expenses 14,201 1 — — — — — — 401,474 — — 401,475 — 401,475 —
Conversion of redeemable convertible preferred stock to Class A common stock upon initial public offering 27,865 3 — — — — ( 7,589 ) ( 311,008 ) 408,788 — — 97,783 — 97,783 ( 97,783 )
Conversion of convertible debt to Class A common stock upon initial public offering 817 — — — — — — — 25,336 — — 25,336 — 25,336 —
Conversion of Common Stock to Class A and Class B Common Stock 9,625 1 5,714 1 ( 15,338 ) ( 1 ) — — — — — 1 — 1 —
Issuance of Class C preferred stock, net — — — — — — 2,765 114,589 — — — 114,589 — 114,589 —
Dividends accrued or settled on Class B convertible preferred stock — — — — — — — 3,927 ( 31,511 ) — — ( 27,584 ) — ( 27,584 ) —
Dividends accrued or settled on Class A-1 redeemable preferred stock — — — — — — — — ( 7,331 ) — — ( 7,331 ) — ( 7,331 ) 7,331
Redemptions of Class A-1 redeemable preferred stock — — — — — — — — — — — — — — ( 3,044 )
Conversion of 2024 Convertible Notes — — — — — — — — 8,002 — — 8,002 4,796 12,798 —
Warrants issued for common stock — — — — — — — ( 3,807 ) 3,807 — — — — — —
Shares issued for services — — — — 138 — — — 3,000 — — 3,000 — 3,000 —
Purchase of noncontrolling interest — — — — 220 — — — 5,417 — — 5,417 — 5,417 ( 12,416 )
Sale of noncontrolling interest — — — — — — — — 3,767 — — 3,767 2,262 6,029 —
Balance at June 30, 2025 53,275 $ 5 5,759 $ 1 — $ — — $ — $ 894,226 $ ( 83 ) $ ( 339,433 ) $ 554,716 $ 8,267 $ 562,983 $ 19,836
Additional Paid-in Capital Accum. Other Compr. Loss Accum. Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity
Six Months Ended June 30, 2024 Common Stock Preferred Stock
Shares Amount Shares Amount
Balance at December 31, 2023 12,425 $ 1 3,286 $ 124,367 $ — $ ( 189 ) $ ( 216,802 ) $ ( 92,623 ) $ 3 $ ( 92,620 ) $ 122,905
Net income (loss) — — — — — — ( 38,145 ) ( 38,145 ) ( 2,845 ) ( 40,990 ) ( 13 )
Foreign currency translation adjustments — — — — — 215 — 215 — 215 —
Stock-based compensation — — — — 1,843 — — 1,843 — 1,843 —
Options Exercised — — — — 6 — — 6 — 6 —
Issuance of Class C preferred stock, net — — 854 37,197 — — — 37,197 — 37,197 —
Dividends accrued on Class B convertible preferred stock — — — 4,161 ( 4,161 ) — — — — — —
Dividends accrued on Class A-1 redeemable preferred stock — — — — ( 6,328 ) — — ( 6,328 ) — ( 6,328 ) 6,328
Warrants issued for common stock — — — — 1,135 — — 1,135 — 1,135 —
Warrant reclassification — — — — ( 2,546 ) — — ( 2,546 ) — ( 2,546 ) —
Shares issued for services 255 — — — 5,000 — — 5,000 6,316 11,316 —
Sale of noncontrolling interest — — — — 12,109 — — 12,109 — 12,109 —
Reclass of negative additional paid-in capital — — — — 2,239 — ( 2,239 ) — — — —
Balance at June 30, 2024 12,680 $ 1 4,140 $ 165,725 $ 9,297 $ 26 $ ( 257,186 ) $ ( 82,137 ) $ 3,474 $ ( 78,663 ) $ 129,220
10
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Six Months Ended
June 30, 2025 June 30, 2024
Cash Flows from Operating Activities:
Net loss $ ( 60,994 ) $ ( 41,003 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
5,310 5,471
Stock-based compensation
13,270 1,843
Amortization of operating lease right-of-use assets
1,352 1,364
Loss on debt extinguishment
7,804 10,713
Amortization of debt issuance costs and other non-cash interest expense
2,300 2,896
Reduction in fair value of earnout
— ( 5,956 )
Deferred Taxes
89 ( 201 )
Non-cash services acquired
10,619 9,500
Other
76 217
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable
2,714 ( 3,837 )
Prepaid expenses and other current assets
( 2,666 ) ( 282 )
Contract assets
( 2,521 ) ( 1,030 )
Inventory
102 543
Other assets
( 936 ) ( 2,989 )
Accounts payable
3,060 ( 4,388 )
Contract liabilities
( 12,559 ) 4,883
Accrued expenses
3,812 4,625
Operating lease liabilities
( 1,522 ) ( 1,335 )
Other liabilities
( 213 ) ( 89 )
Net cash used in operating activities
$ ( 30,903 ) $ ( 19,055 )
Cash Flows from Investing Activities:
Purchases of property and equipment
$ ( 57,865 ) $ ( 32,325 )
Grant funding for property and equipment
38,250 14,250
Acquisitions, net of cash acquired ( 6,572 ) —
Net cash used in investing activities
$ ( 26,187 ) $ ( 18,075 )
Cash Flows from Financing Activities:
Proceeds from term loan, net
$ — $ 57,922
Repayment of term loan
( 64,420 ) ( 56,574 )
Borrowings from the credit facility 64,500 —
Repayments on the credit facility ( 64,500 ) —
Proceeds from the exercise of stock options 155 —
Proceeds from the issuance of Common stock, net
45,886 —
Proceeds from the issuance of Class C preferred stock, net
116,047 37,197
Proceeds from the issuance of Class A common stock upon initial public offering, net of underwriting costs 409,405 —
Costs associated with initial public offering
( 3,502 ) —
Sale of noncontrolling interest 6,029 13,425
Purchase of noncontrolling interest ( 7,001 ) —
Redemptions of Class A-1 redeemable preferred stock ( 3,044 ) —
Cash repayment of Preferred B dividends ( 27,584 ) —
Costs associated with the credit facility ( 2,146 ) —
Proceeds from the convertible note
130 4,721
Other
— ( 530 )
Net cash provided by financing activities
$ 469,955 $ 56,161
Effect of foreign exchange on cash and cash equivalents $ 130 $ ( 13 )
Net increase in cash and cash equivalents 412,995 19,018
Cash and cash equivalent at the beginning of the period 55,930 30,279
Cash and cash equivalents at the end of the period $ 468,925 $ 49,297
11
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
1. ORGANIZATION
Nature of Business
Voyager Technologies, Inc. (“Voyager” or the “Company”), incorporated in the state of Delaware on August 15, 2019, is a space technology company with over 35 years of spaceflight heritage combined amongst its operating entities. Voyager's business model leverages global public-private partnerships to deliver mission-critical capabilities and on-orbit services to civil and defense government agencies, academic and research institutions, and private sector players. Voyager has enabled thousands of payloads, systems, and hardware elements to enter space while also working to develop next generation space stations. Voyager’s products and capabilities under continuous development include Starlab, a privately owned, free-flying crewed space station; advanced spacecraft communications; and our controllable solid-state propulsion technology.
Initial Public Offering
On June 12, 2025, the Company completed its initial public offering ("IPO") of an aggregate of 14,200,645 shares of its Class A common stock, par value $ 0.0001 ("Class A common stock"), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $ 31.00 per share. The Company received aggregate proceeds of $ 409.4 million, net of underwriting discounts. In connection with the IPO, the Company amended and restated its certificate of incorporation and reclassified all outstanding common stock into Class A common stock. The Company also converted all outstanding shares of Class A-1 Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, and its SMI Promissory Notes (as defined below) into an aggregate of 28,682,004 shares of Class A common stock and forfeited and cancelled all outstanding shares of Class A Preferred Stock pursuant to the terms of an exchange and forfeiture agreement. Finally, the Company exchanged an aggregate 5,713,566 shares of Class A common stock owned by Dylan Taylor, our Chairman and Chief Executive Officer, for an equivalent number of shares of our Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited accompanying condensed consolidated financial statements include the accounts of Voyager and our consolidated subsidiaries and, have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of the results for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's prospectus filed with the SEC pursuant to rule 424(b) under the Securities Act of 1933, as amended, on June 12, 2025 (the "Prospectus"). Interim results are not necessarily indicative of the results that may be expected for a full year.
Common Stock Split
On June 2, 2025, the Company effected a 1.5 -for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share-based compensation, throughout the unaudited interim condensed consolidated financial statements has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $ 0.0001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from Additional paid-in capital to Class A common stock and Class B common stock.
12
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. On an ongoing basis, management evaluates its estimates, including those related to the valuation of acquired intangibles, intangibles, long-lived assets, redeemable noncontrolling interests, realization of tax assets and estimates of tax liabilities, valuation of equity securities and financial instruments, estimated useful lives of long-lived assets, and reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be affected.
3. RECENT ACCOUNTING PRONOUNCEMENTS
Reporting Comprehensive Income - Expense Disaggregation Disclosures
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03 Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires a tabular disclosure of the amounts of specified natural expense categories included in each relevant expense caption. Additionally, the amendments require the disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement.
Income Taxes – Disclosure Improvements
In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the ASU requires companies to disclose additional information about income taxes paid. The ASU will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09; however, the standard is not expected to have an impact on the Company’s consolidated financial position, results of operations and/or cash flows.
13
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
4. ACQUISITIONS
Business Combination
Optical Physics Company
On May 2, 2025, the Company acquired 100 % of the equity securities of Optical Physics Company (“OPC”) for approximately $ 9.5 million in cash, equity and contingent consideration. The Company paid cash of $ 6.7 million, equity of $ 1.0 million in common stock and contingent consideration of $ 1.8 million. OPC provides competencies in building high precision optics; opto-mechanical assemblies and associated electronics, computer interfacing, signal acquisition and signal processing. As of the acquisition date, OPC was consolidated into the Defense and National Security reporting segment. OPC is immaterial to the Defense and National Security reporting segment. The total fair value for the purchase was attributed to tangible assets of $ 2.1 million, intangible assets of $ 5.5 million and goodwill of $ 4.0 million, offset by liabilities assumed of $ 2.1 million. This acquisition was not considered material, individually or in the aggregate to our condensed consolidated financial statements. As a result, no pro forma information has been provided. None of the goodwill acquired is tax deductible.
LeoCloud Inc.
During the quarter, the Company also acquired LeoCloud Inc. for an immaterial amount of cash consideration. The acquisition resulted in an immaterial acquisition of receivables and cash for an immaterial amount of consideration. The acquisition of LeoCloud was an onboarding of personnel to further in-orbit data exchange.
5. ACCOUNTS RECEIVABLE, NET
June 30, 2025 December 31, 2024
Accounts receivable, billed $ 12,782 $ 16,015
Allowance for expected credit losses ( 108 ) ( 655 )
Accounts receivable, net $ 12,674 $ 15,360
6. PROPERTY AND EQUIPMENT, NET
June 30, 2025 December 31, 2024
Equipment in orbit $ 19,533 $ 19,533
Machinery and equipment 5,114 4,860
Leasehold improvements 2,224 2,276
Construction in progress 56,374 37,251
IT related equipment 3,038 2,441
Property and equipment, gross 86,283 66,361
Less: Accumulated depreciation ( 18,724 ) ( 16,922 )
Property and equipment, net $ 67,559 $ 49,439
Depreciation expense for property, plant and equipment was $ 1.1 million and $ 2.2 million for the three and six months ended June 30, 2025, respectively. Depreciation expense for property, plant and equipment was $ 1.0 million and $ 2.0 million for the three and six months ended June 30, 2024, respectively.
14
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
7. ACCRUED EXPENSES
June 30, 2025 December 31, 2024
Accrued compensation $ 9,991 $ 11,539
Accrued expenses 22,304 10,641
Accrued taxes 196 914
Accrued earnout 413 413
Other current liabilities 24,084 16,087
Total accrued expenses $ 56,988 $ 39,594
8. DEBT
Credit Facility
On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $ 200 million. The Credit Facility is intended to be used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $ 150 million, for a total potential facility size of $ 350 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25 % to 2.75 %, depending on the Company’s consolidated liquidity levels, as defined in the agreement. In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25 % to 0.30 % on the unused portion of the Credit Facility, also based on liquidity levels. 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. 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.
Debt Extinguishment
On June 30, 2025, we used our Credit Facility to extinguish our Term Loan, as defined below, and repaid the principal balance, accrued interest, and an early termination premium for $ 64.4 million, which resulted in a loss on debt extinguishment of $ 5.7 million. The draw from the credit facility was subsequently repaid the same day, leaving no outstanding amounts drawn under the Credit Facility at June 30, 2025.
Term Loan
On June 28, 2024, we and our domestic subsidiaries, excluding Starlab, entered into a $ 58.0 million Loan and Security Agreement (“Credit Agreement”) with the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent, which provided for a $ 58.0 million term loan (the “Term Loan”). The Term Loan was set to mature on July 1, 2028. The Term Loan bore interest at a variable annual rate equal to the sum of (a) the greater of (i) the Wall Street Journal Prime Rate or (ii) 8.50 %, and (b) 1.25 % per annum. The Term Loan bore additional interest, which is equal to 2.50 % of the total outstanding principal, computed daily based on the actual number of days elapsed and added to the outstanding principal balance.
15
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
The Company’s long-term debt associated with the Term Loan consisted of the following:
June 30, 2025 December 31, 2024
Principal $ — $ 65,972
Less: debt issuance cost & discounts, net of amortization — ( 8,981 )
Net carrying amount — 56,991
Less: current portion — —
Total long-term debt, net $ — $ 56,991
2024 Convertible Notes
During the year ended December 31, 2024, Starlab Space LLC entered into convertible promissory note agreements (“2024 Convertible Notes”) for a total principal of approximately $ 10.1 million. In January 2025, Starlab Space LLC raised an additional $ 0.1 million. As of June 30, 2025, after the conversion of the 2024 Convertible Notes, there was no principal outstanding under the 2024 Convertible Notes.
The notes bore interest at a rate of 5.0 % per annum, payable at maturity, which was on the third anniversary of the issue date if no triggering events occurred prior to that date. The Company had the option to prepay all or any of the principal and any accrued and unpaid interest at any time.
The 2024 Convertible Notes were convertible into equity units upon the following: (i) a qualified financing event, defined as a transaction or series of transactions pursuant to which Starlab Space LLC issues shares of any class or series of equity securities to one or more investors, including any of the lenders with the principal purpose of raising capital that raises gross proceeds of at least $ 10.0 million, excluding the amount represented by the conversion of any outstanding indebtedness in accordance with their respective terms; (ii) at the option of the lender upon a nonqualified financing event; (iii) a liquidity event, defined as a consolidation or merger with another corporation, entity, or person or other event through which the unit holders, immediately prior to such consolidation or merger, own less than 50 % of the voting power of the surviving entity, immediately after such consolidation or merger, a sale or other disposition of substantially all Starlab Space LLC’s assets, or the closing of Starlab Space LLC’s first underwritten public offering; and (iv) the maturity date. Upon a conversion event described in (i) or (ii), the 2024 Convertible Notes would have converted into the same class and series of units as those sold as part of the financing event. Upon a conversion event described in (iii) or (iv), the 2024 Convertible Notes would have converted into Class A-1 Units of Starlab Space LLC. The number of Class A-1 Units issued would have been equal to (1) the outstanding principal balance of the note and all accrued and unpaid interest due, divided by (2) 85 % of the price per unit paid by the investors to purchase the new securities in the subsequent financing.
The Company evaluated the features of the 2024 Convertible Notes and determined that items (i) and (ii) met the definition of embedded derivatives as they are not clearly and closely related to the debt host instrument and were bifurcated and measured at fair value. The fair value was measured using the scenario based method inside the “with and without” method and resulted in a value of approximately $ 3.1 million at inception which was recorded as a discount on the convertible notes. The key assumptions utilized in the valuation were the scenario timing, mandatory conversion discount, discount rate, and scenario probabilities.
On April 8, 2025, the Company contributed an additional $ 15.0 million into Starlab Space LLC through Voyager Ventures, LLC, a wholly owned subsidiary of the Company. This was deemed a "qualified financing event," as described under item (i) above and, pursuant to the terms of the promissory note agreement, the 2024 Convertible Notes converted into Starlab Space LLC equity held by passive equity members.
As of June 30, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes. The result of the Note Conversion liquidated the embedded and convertible note balance into equity, with a resulting loss on conversion of $ 2.1 million.
16
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
SMI Promissory Notes
In May and June 2023, we acquired additional shares of Space Micro Inc ("SMI") from certain minority stockholders in exchange for Promissory Notes in aggregate amount of approximately $ 28.4 million. In October 2024, the Promissory Notes were modified for certain shareholders to be payable in our equity securities at the earlier of October 2, 2025 or the completion of our initial public offering, and for other shareholders at the earlier of October 2, 2026 or the completion of our initial public offering. The Promissory Notes bear interest at the Wall Street Journal Prime Rate, which is accrued in arrears. The Company had no outstanding balance as of June 30, 2025 and an outstanding balance of approximately $ 24.6 million as of December 31, 2024, respectively. In alignment with the terms of the SMI Promissory Notes, these notes were converted into Class A common stock upon the Company's successful initial public offering during June 2025. As a result of the conversion, the SMI Promissory Notes have been retired in full.
9. REDEEMABLE NONCONTROLLING INTERESTS
The following tables present the changes in redeemable noncontrolling interest for the three and six months ended June 30, 2025 and June 30, 2024:
Altius XO VTS SMI Total
Balance at March 31, 2025 $ — $ 19,966 $ 7,629 $ — $ 27,595
Net income (loss) attributable to redeemable noncontrolling interests — ( 130 ) — — ( 130 )
Redemptions of redeemable noncontrolling interests — — ( 7,629 ) — ( 7,629 )
Balance at June 30, 2025 $ — $ 19,836 $ — $ — $ 19,836
Altius XO VTS SMI Total
Balance at March 31, 2024 $ ( 892 ) $ 21,858 $ 20,102 $ 1,560 $ 42,628
Net income (loss) attributable to redeemable noncontrolling interests 26 32 68 ( 9 ) 117
Balance at June 30, 2024 $ ( 866 ) $ 21,890 $ 20,170 $ 1,551 $ 42,745
Altius XO VTS SMI Total
Balance at December 31, 2024 $ — $ 21,542 $ 10,889 $ — $ 32,431
Net income (loss) attributable to redeemable noncontrolling interests — ( 266 ) 87 — ( 179 )
Redemptions of redeemable noncontrolling interests — ( 1,440 ) ( 10,976 ) — ( 12,416 )
Balance at June 30, 2025 $ — $ 19,836 $ — $ — $ 19,836
Altius XO VTS SMI Total
Balance at December 31, 2023 $ ( 885 ) $ 22,014 $ 20,046 $ 1,582 $ 42,757
Net income (loss) attributable to redeemable noncontrolling interests 19 ( 124 ) 124 ( 31 ) ( 12 )
Balance at June 30, 2024 $ ( 866 ) $ 21,890 $ 20,170 $ 1,551 $ 42,745
As a result of the redemption of redeemable noncontrolling interests at Valley Tech Systems, Inc. ("VTS") during the period ended March 31, 2025, the Company's ownership interest in VTS increased from 84.0 % to 89.5 %. The redemption was issued with Voyager equity in a swap of VTS common shares for Voyager common shares. On April 11, 2025, the Company purchased the remaining interest in VTS for $ 7.0 million in cash. As a result, the Company's ownership interest increased from 89.5 % to 100 %.
17
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
10. STOCK-BASED COMPENSATION
2025 Incentive Award Plan
In 2025, the Company adopted the 2025 Incentive Award Plan ("2025 Plan"), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards ("RSAs") to employees, directors and consultants to the Company or its subsidiaries.
The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan is equal to the sum of 4.4 million shares plus any shares available for issuance under the Company's 2020 Incentive Plan ("2020 Plan") as of the effective date of the 2025 Plan, or 1.0 million shares. The amount of shares available for issuance is eligible to increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035 by the lesser of (i) 5 % of the shares of Class A common stock and Class B common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year and (ii) such lesser amount as determined by the Company’s Board of Directors. As of June 30, 2025, approximately 5.4 million shares were available for grant under the 2025 Plan.
The following table presents the Company's employee and non-employee RSA activity under the 2025 Plan (in thousands, except for shares and per share amounts):
RSA Awards Weighted-Average Grant Date Fair Value
Nonvested RSAs outstanding as of March 31, 2025 — $ —
Issued 807,750 31.00
Nonvested RSAs outstanding as of June 30, 2025 807,750 $ 31.00
The Company issued 807,750 RSAs associated with the Voyager IPO. The fair value of the RSAs granted was $ 31.00 per share based on the grant date associated with the Voyager IPO when all terms and conditions were approved and communicated to employees. The RSAs have service-only vesting conditions and vest after each of the third, fourth, and fifth years of service. All RSAs granted to employees are considered legally issued and outstanding for voting purposes. However, for accounting and dilution purposes, only vested awards are considered issued and outstanding.
Stock-based compensation expense related to restricted stock awards for the three and six months ended June 30, 2025 was $ 0.3 million.
2020 Incentive Plan
The Company maintains the 2020 Plan; however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan.
All Stock Options issued before February 2025 under the 2020 Equity Incentive Plan accelerated and vested upon completion of the IPO. Stock-based compensation expense for the 2020 Equity Incentive Plan options outstanding was $ 11.3 million and $ 13.0 million for the three and six months ended June 30, 2025, respectively. Stock-based compensation expense for the 2020 Equity Incentive Plan options outstanding was $ 0.9 million and $ 2.0 million for the three and six months ended June 30, 2024.
18
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
11. NET SALES
Disaggregation of Net Sales
The following tables present the disaggregation of net sales from contracts with our customers:
Three Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total
U.S. Government $ 32,685 $ 9,385 $ — $ — $ 42,070
Intl Government — 40 — — 40
Commercial 2,506 1,699 — ( 641 ) 3,564
Total net sales $ 35,191 $ 11,124 $ — $ ( 641 ) $ 45,674
Three Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total
U.S. Government $ 15,033 $ 16,553 $ — $ — $ 31,586
Intl Government — 488 — — 488
Commercial 3,996 3,059 — ( 2,476 ) 4,579
Total net sales $ 19,029 $ 20,100 $ — $ ( 2,476 ) $ 36,653
Six Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total
U.S. Government $ 51,544 $ 19,412 $ — $ — $ 70,956
Intl Government — 136 — — 136
Commercial 7,192 3,880 — ( 1,983 ) 9,089
Total net sales $ 58,736 $ 23,428 $ — $ ( 1,983 ) $ 80,181
Six Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total
U.S. Government $ 27,903 $ 30,357 $ — $ — $ 58,260
Intl Government — 516 — — 516
Commercial 5,827 6,270 — ( 4,004 ) 8,093
Total net sales $ 33,730 $ 37,143 $ — $ ( 4,004 ) $ 66,869
The approximate revenue based on geographic location of customers is as follows:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
US $ 42,909 $ 34,139 $ 73,189 $ 63,012
Europe 2,683 1,940 6,630 3,119
Middle East 8 87 23 179
Other 74 487 339 559
Total net sales $ 45,674 $ 36,653 $ 80,181 $ 66,869
19
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
Contract Balances
Contract assets arise when revenue has been recognized for amounts which cannot or have not yet been billed under terms of the contract with the customer. Contract liabilities arise when consideration is received from a customer prior to being earned and are recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The following table presents the Company’s contract assets and liabilities:
June 30, 2025 December 31, 2024
Contract assets (current and non-current) $ 29,290 $ 24,128
Contract liabilities (current and non-current) $ 13,120 $ 24,127
Contract assets increased primarily due to a difference in timing of billing on cost plus programs and revenue recognition. The change in contract liabilities was driven primarily by the timing difference of milestone billing and revenue recognition.
The amount of revenue recognized for the six months ended June 30, 2025 that was included in the contract liability balance as of December 31, 2024 was $ 14.6 million. The amount of revenue recognized for the six months ended June 30, 2024 that was included in the contract liability balance as of December 31, 2023 was $ 6.0 million.
The below table summarizes the favorable (unfavorable) impact of the net estimate at completion ("EAC") adjustments for the following periods:
Three Months Ended Six Months Ended
(dollars in thousands, except per share data) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net EAC Adjustments $ ( 3,005 ) $ 2,188 $ ( 5,301 ) $ ( 1,944 )
Net sales ( 2,824 ) 475 ( 4,794 ) ( 530 )
Basic net loss per share ( 0.20 ) 0.21 ( 0.46 ) ( 0.20 )
Diluted net loss per share ( 0.20 ) 0.21 ( 0.46 ) ( 0.20 )
During the three and six months ended June 30, 2025, the Company experienced EAC growth on a significant program that led to increases of approximately $ 1.6 million and $ 3.1 million, respectively, during the periods primarily related to cost growth associated with new program requirements.
Performance Obligations
As of June 30, 2025, the Company had approximately $ 90.3 million of remaining performance obligations associated with contracts with an original duration of one year or greater. The Company will recognizes net sales as such obligations are satisfied. The Company expects to recognize net sales relating to existing performance obligations of approximately $ 69.9 million, $ 16.5 million, and $ 3.9 million for the remaining fiscal year 2025, fiscal year 2026, and thereafter, respectively.
20
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
12. SEGMENT REPORTING
The Company’s business is organized into market sectors based on its products and services and has three reportable segments: (i) Defense and National Security; (ii) Space Solutions; and (iii) Starlab Space Stations. The Company organizes its reportable segments based on the nature of the products and services offered.
Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. The reconciling item “corporate expense” includes the portion of corporate costs not considered allocable to the segments, such as legal, management and administration, and other corporate unallocable costs.
The Company’s CODM is our CEO and Chairman. The CODM uses net sales and adjusted EBITDA to assess segment performance and make decisions regarding the allocation of capital and other investments. Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation, and amortization) adjusted for certain items affecting comparability as specified in the calculation. During the second quarter of 2025, the Adjusted EBITDA metric used within the business by the CODM was modified to remove non-cash services as an add back. In alignment with ASC 280-10-50-36, the Company has recast its prior period Adjusted EBITDA measures to align with the new composition of the metric and the current financial benchmark used to monitor operations of the segments. These costs were historically only prevalent within the Starlab Space Stations segment and at the Corporate level.
Adjusted EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA in analysis of the operational performance of each reporting segment. The CODM considers budget-to-actual variances on a quarterly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The monitoring of budgeted versus actual results is used in assessing performance of the segments and in establishing management’s compensation. The CODM does not review segment expense items pursuant to ASC 280-10-50-26A. Therefore, the Company does not disclose these expense items by segment. The CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, the Company does not disclose assets by segment.
21
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
The following table summarizes the operating performance of the Company’s segments:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net Sales:
Defense and National Security $ 35,191 $ 19,029 $ 58,736 $ 33,730
Space Solutions 11,124 20,100 23,428 37,143
Starlab Space Stations — — — —
Total net sales, reportable segments 46,315 39,129 82,164 70,873
Intersegment eliminations ( 641 ) ( 2,476 ) ( 1,983 ) ( 4,004 )
Total Net Sales $ 45,674 $ 36,653 $ 80,181 $ 66,869
Other Segment Expenses (1)
Defense and National Security $ 33,345 $ 18,012 $ 56,778 $ 32,974
Space Solutions 12,472 19,031 25,954 37,197
Starlab Space Stations 1,969 8,052 4,783 10,532
Total other segment expenses, reportable segments 47,786 45,095 87,515 80,703
Intersegment eliminations ( 641 ) ( 2,476 ) ( 1,983 ) ( 4,004 )
Corporate and other expenses 7,595 1,727 25,071 5,019
Total other segment expenses
$ 54,740 $ 44,346 $ 110,603 $ 81,718
Adjusted EBITDA:
Defense and National Security $ 1,846 $ 1,017 $ 1,958 $ 756
Space Solutions ( 1,348 ) 1,069 ( 2,526 ) ( 54 )
Starlab Space Stations ( 1,969 ) ( 8,052 ) ( 4,783 ) ( 10,532 )
Total Adjusted EBITDA, reportable segments ( 1,471 ) ( 5,966 ) ( 5,351 ) ( 9,830 )
Intersegment eliminations — ( 1 ) — ( 24 )
Corporate and other expenses ( 7,595 ) ( 1,727 ) ( 25,071 ) ( 5,019 )
Depreciation & amortization ( 2,708 ) ( 2,758 ) ( 5,310 ) ( 5,471 )
Stock-based compensation ( 11,547 ) ( 1,113 ) ( 13,270 ) ( 1,843 )
Impairment — — — —
Finance and interest expense, net ( 2,523 ) ( 3,095 ) ( 5,252 ) ( 6,089 )
Net loss attributable to noncontrolling interests ( 1,683 ) ( 2,729 ) ( 2,674 ) ( 2,858 )
Other ( 5,457 ) ( 8,784 ) ( 3,937 ) ( 9,743 )
Loss before taxes $ ( 32,984 ) $ ( 26,173 ) $ ( 60,865 ) $ ( 40,877 )
__________________
(1) Other Segment Expenses consist of cost of sales, research and development, selling, general, and administrative and other income or expense items which are not deducted when calculating Adjusted EBITDA.
22
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
The Company’s capital expenditures are as follows:
Three Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total
Capital expenditures:
Property, plant and equipment $ 346 $ 316 $ 30,214 $ 18 $ 30,894
Total $ 346 $ 316 $ 30,214 $ 18 $ 30,894
Three Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total
Capital expenditures:
Property, plant and equipment $ 309 $ 549 $ 15,417 $ — $ 16,275
Total $ 309 $ 549 $ 15,417 $ — $ 16,275
Six Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total
Capital expenditures:
Property, plant and equipment $ 984 $ 720 $ 56,108 $ 53 $ 57,865
Total $ 984 $ 720 $ 56,108 $ 53 $ 57,865
Six Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total
Capital expenditures:
Property, plant and equipment $ 809 $ 909 $ 30,607 $ — $ 32,325
Total $ 809 $ 909 $ 30,607 $ — $ 32,325
Substantially all of the Company’s long-lived tangible assets were in the United States as of June 30, 2025 and December 31, 2024, respectively.
13. INCOME TAXES
The effective tax rate was ( 0.2 )% and 0.5 % for the three months ended June 30, 2025 and 2024, respectively. The effective tax rate was ( 0.2 )% and ( 0.3 )% for the six months ended June 30, 2025 and 2024. The effective tax rates for all periods presented differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences and changes in the valuation allowance. The Company does not anticipate a significant change to the Company’s gross unrecognized tax benefits within the next 12 months.
The Company assesses the deferred tax assets for recoverability on a quarterly basis. Based upon all available positive and negative evidence, the Company maintains a valuation allowance to reduce the net U.S. deferred tax asset to the amount that is more-likely-than-not realizable.
The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted continuing operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgments including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes.
23
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
14. NET LOSS PER COMMON SHARE
The following table includes the calculation of basic and diluted net loss per common share:
Three Months Ended Six Months Ended
(dollars in thousands, except per share data) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Numerator:
Net loss attributable to Voyager Technologies, Inc. $ ( 31,382 ) $ ( 23,322 ) $ ( 58,320 ) $ ( 38,145 )
Accrued value of preferred stock dividends (1)
5,258 5,481 11,259 10,488
Net loss attributable to common stockholders ( 36,640 ) ( 28,803 ) ( 69,579 ) ( 48,633 )
Accretion and fair value adjustment on ZIN earnout — ( 5,534 ) — ( 5,534 )
Net loss attributed to common shareholders, diluted $ ( 36,640 ) $ ( 34,337 ) $ ( 69,579 ) $ ( 54,167 )
Denominator:
Weighted-Average common shares outstanding, basic 29,695 12,574 22,017 12,536
Shares issuable assuming ZIN earnout — 3 — 3
Weighted-Average common shares outstanding, diluted 29,695 12,577 22,017 12,539
Net loss per share:
Basic $ ( 1.23 ) $ ( 2.29 ) $ ( 3.16 ) $ ( 3.88 )
Diluted $ ( 1.23 ) $ ( 2.73 ) $ ( 3.16 ) $ ( 4.32 )
__________________
(1) During the three months ended June 30, 2025 and June 30, 2024, the Class A-1 Preferred Stock accrued dividends of approximately $ 3.5 and $ 3.4 million, respectively, equal to $ 0.50 and $ 0.32 per share, respectively. During the three months ended June 30, 2025 and June 30, 2024, the Class B Convertible Preferred Stock accrued dividends of approximately $ 1.8 and $ 2.1 million, respectively, equal to $ 0.54 and $ 0.43 per share, respectively. During the six months ended June 30, 2025 and June 30, 2024, the Class A-1 Preferred Stock accrued dividends of approximately $ 7.3 and $ 6.3 million, respectively, equal to $ 1.05 and $ 0.61 per share, respectively. During the six months ended June 30, 2025 and June 30, 2024, the Class B Convertible Preferred Stock accrued dividends of approximately $ 3.9 and $ 4.2 million, respectively, equal to $ 1.20 and $ 0.84 per share, respectively.
The Company’s potentially dilutive securities, which include preferred stock and outstanding awards under the equity plans, have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:
June 30, 2025 June 30, 2024
Stock options 4,458,501 3,216,233
Warrants 1,104,489 974,156
SMI Note — 1,425,661
Preferred stock (as converted to common shares) — 21,744,173
Total common stock equivalents 5,562,990 27,360,223
24
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
15. JOINT VENTURE
The Company is a partial owner of a joint venture company, Starlab Space LLC ("Starlab JV"), which began operating on April 12, 2024 when the Space Act Agreement ("SAA") was novated with National Aeronautical and Space Administration ("NASA"). Through the SAA, the Company will receive financial assistance through Government grants for certain eligible expenses to design, build and maintain a commercial space station.
As described within Note 8, “Debt”, on April 8, 2025, the Company contributed an additional $ 15.0 million into Starlab JV through Voyager Ventures, LLC, a wholly owned subsidiary of the Company. As a result of this qualified financing event, in April 2025, the 2024 Convertible Notes converted into Starlab JV equity held by passive equity members. In June, Voyager Ventures LLC, contributed another $ 35.0 million into the Starlab JV. As of June 30, 2025, the Company's ownership stake is 67.6 % and the Company's active partners, Airbus, Mitsubishi, MDA and Palantir have ownership stakes of 28.3 %, 0.7 %, 0.7 % and 0.9 %, respectively.
Consolidated Variable Interest Entity
The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of June 30, 2025. Due to the Company’s obligation to absorb losses and the right to receive benefits from the Variable Interest Entity ("VIE") along with the ability to direct the activities that most significantly impact Starlab JV’s economic performance (including control over three of the five seats on the Board of Directors at Starlab JV), the Company was determined to be the primary beneficiary and is therefore consolidating the Starlab JV.
The Company’s consolidated financial statements reflect the performance of the Starlab JV VIE with the Company being the primary beneficiary of the VIE and having incremental power over the Starlab JV. The Company meets the power and economic criteria for consolidation of the VIE. The Starlab JV is considered a business and therefore no gain or loss was recognized by the Company upon the initial consolidation of the VIE.
The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited balance sheet, separated by major asset and liability class. These assets can only be used to settle obligations of Starlab JV, and the Company does not have recourse to the liabilities. Creditors of Starlab JV do not have recourse to the Company.
ASSETS June 30, 2025 December 31, 2024
Cash and cash equivalents $ 52,531 $ 17,808
Prepaid expenses and other current assets 1,293 2,716
Property and equipment, net 54,527 36,188
Operating lease right-of-use assets 103 140
Other assets 13 14
TOTAL ASSETS $ 108,467 $ 56,866
LIABILITIES
Accounts payable $ 12,778 $ 18,781
Operating lease liabilities 84 84
Accrued expenses and other current liabilities 11,533 5,414
Operating lease liabilities, non-current 19 56
Convertible notes, net — 7,435
Embedded derivatives — 2,723
TOTAL LIABILITIES $ 24,414 $ 34,493
25
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
16. COMMITMENTS AND CONTINGENCIES
Non-Cancelable Service Contract Commitments
The Company has a commitment for launch services for the Starlab program. As of June 30, 2025 and December 31, 2024, the Company has a commitment for one launch at a future estimated launch date for $ 90.0 million. The terms of the arrangement also allow the Company to terminate the agreement for convenience for 25 % of the contract value less what has been paid inception to date. If the Company were to cancel the launch services, it would owe $ 13.5 million to the launch provider.
Non-Cancelable Subscription-Based Services
The Company has a commitment for subscription-based services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts. As of June 30, 2025, and December 31, 2024, the Company has a commitment for four annual installments through 2028, totaling $ 2.0 million.
Litigation
The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position, or cash flows.
17. RELATED PARTIES
The Company had the following balances outstanding from transactions with related parties:
As of
June 30, 2025 December 31, 2024
Accounts receivable, net- related parties $ — $ —
Accounts payable- related parties $ — $ 17
The Company recorded the following amounts from transactions with related parties:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net sales- related parties $ — $ — $ — $ —
Expenses- related parties $ 159 $ 151 $ 322 $ 291
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
18. SUPPLEMENTAL CASH FLOW
Selected cash payments and non-cash activities are as follows:
Six Months Ended
(dollars in thousands, except per share data) June 30, 2025 June 30, 2024
Supplemental cash flow information:
Cash paid for interest $ 2,905 $ 3,433
Cash received for income taxes $ 817 $ 623
Supplemental non-cash investing and financing activities:
Warrants issued for common stock $ 3,807 $ 1,135
Operating lease liabilities arising in exchange for obtaining right-of-use assets 1,446 690
Non-cash services and prepaid expenses contracted in exchange for common stock 3,000 —
Non-cash services and prepaid expenses contracted in exchange for Starlab equity — 9,794
Issuance of common stock in consideration for business acquisition 1,000 —
Issuance of common stock for purchase of noncontrolling interest 4,787 —
Conversion of debt to common stock upon initial public offering 25,336 —
Conversion of 2024 Convertible Notes to common stock 8,002 —
Non-cash additions of property, plant and equipment $ 530 $ 2,592
19. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through August 5, 2025, the date the condensed consolidated financial statements were issued. No material subsequent events within the Company were noted. The Company has noted the passage of new tax legislation after the second quarter of 2025.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act ("OBBB") was signed into law. The change in the tax law will be partially effective in the current 2025 fiscal year, with additional provisions going into effect in future years. The primary impacts to the Company include the ability to expense U.S. research and development expenditures paid or incurred due to the permanent suspension of the current Section 174 requirement to capitalize and amortize, the ability to expense 100% of the cost of qualified property through Section 168 bonus depreciation, and expanded allowance for deducting business interest expense. Due to the valuation allowance recorded by the Company, these changes are not expected to have a material impact to the value of deferred tax assets and liabilities and the Company's future taxable income and effective tax rate.
Additionally, we currently anticipate that the enacted changes to expensing research and development costs, elective 100% bonus depreciation, and reduced business interest expense limitation will have a favorable effect on our financial condition. The Company is analyzing the OBBB with its professional advisers. Until such analysis is complete, the full impact of the new tax law on the Company in future periods is uncertain, and no assurances can be made by the Company on any potential impacts.
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