{"url_path":"/sec/yss/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Condensed Consolidated Financial Statements (Unaudited)","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2086587/0001628280-26-035244-index.html","accession_number":"0001628280-26-035244","cik":"0002086587","ticker":"YSS","issuer_name":"Yellowstone Midco Holdings II, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2086587/0001628280-26-035244-index.html","primary_entity_key":"0002086587","primary_entity_name":"York Space Systems Inc."},"word_count":11870,"has_tables":true,"body_markdown":"Item 1. Condensed Consolidated Financial Statements (Unaudited)\n\nINDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\n\nYork Space Systems Inc.\n\nPage\n\nUnaudited Condensed Consolidated Financial Statements\n\n[Condensed Consolidated Balance Sheets (Unaudited)](#ieb4f687ead044f3ea28adec37716f865_88)\n\n[2](#ieb4f687ead044f3ea28adec37716f865_88)\n\n[Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](#ieb4f687ead044f3ea28adec37716f865_91)\n\n[3](#ieb4f687ead044f3ea28adec37716f865_91)\n\n[Condensed Consolidated Statements of Changes in Stockholders' Equity/Member’s Capital and Temporary Equity (Unaudited)](#ieb4f687ead044f3ea28adec37716f865_94)\n\n[4](#ieb4f687ead044f3ea28adec37716f865_94)\n\n[Condensed Consolidated Statements of Cash Flows (Unaudited)](#ieb4f687ead044f3ea28adec37716f865_97)\n\n[6](#ieb4f687ead044f3ea28adec37716f865_97)\n\n[Notes to Condensed Consolidated Financial Statements (Unaudited)](https://www.sec.gov/Archives/edgar/data/2086587/000119312525318602/d941199ds1a.htm#fin941199_6)\n\n[7](#ieb4f687ead044f3ea28adec37716f865_100)\n\n1\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nCondensed Consolidated Balance Sheets (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nAs of March 31, 2026\nAs of December 31, 2025\n\nAssets\n\nCurrent assets\n\nCash and cash equivalents$655,693 $162,573 \n\nAccounts receivable, net3,931 11,539 \n\nInventories34,206 18,747 \n\nPrepaid expenses and other current assets16,203 31,478 \n\nContract assets96,573 76,809 \n\nCapitalized commissions, net5,107 6,661 \n\nTotal current assets811,713 307,807 \n\nFixed assets, net49,946 46,293 \n\nRight of use assets, net28,747 24,683 \n\nGoodwill737,385 674,262 \n\nOther intangibles, net414,916 407,925 \n\nOther assets6,347 14,415 \n\nTotal assets$2,049,054 $1,475,385 \n\nLiabilities, Temporary Equity and Stockholders' Equity/Member's Capital\n\nCurrent liabilities\n\nContract liabilities$28,565 $110,275 \n\nAccounts payable and accrued expenses103,654 68,358 \n\nOperating lease liabilities, current4,074 3,260 \n\nIncome taxes payable528 672 \n\nLong-term debt, current4,688 3,750 \n\nDeferred commissions, current5,391 5,038 \n\nTotal current liabilities146,900 191,353 \n\nOperating lease liabilities, less current portion26,425 23,161 \n\nDeferred commissions, less current portion1,127 2,110 \n\nLong-term debt, net143,189 144,962 \n\nDerivative liability associated with Class P Units— 93,411 \n\nOther liabilities3,405 3,353 \n\nDeferred income tax liability5,657 6,096 \n\nTotal liabilities$326,703 $464,446 \n\nCommitments and contingencies (See Note 13)\n\nTemporary Equity\n\nClass P Units (0 and 240,956,348 units authorized, issued and outstanding at March 31, 2026 and December 31, 2025, respectively; $0 and $241,498 liquidation preference as of March 31, 2026 and December 31, 2025, respectively)\n— 143,115 \n\nStockholders' Equity/Member's Capital\n\nCommon units (0 and 50,000,000 authorized, issued and outstanding at March 31, 2026 and December 31, 2025, respectively)\n— 1,135,910 \n\nCommon stock ($0.0001 par value per share; 1,000,000,000 and 0 authorized at March 31, 2026 and December 31, 2025, respectively; 127,609,213 and 0 issued and outstanding at March 31, 2026 and December 31, 2025, respectively)\n13 — \n\nAdditional paid-in-capital2,105,387 — \n\nAccumulated other comprehensive income (loss)815 936 \n\nAccumulated deficit(383,864)(269,022)\n\nTotal stockholders' equity/member's capital1,722,351 867,824 \n\nTotal liabilities, temporary equity, and stockholders' equity/member's capital$2,049,054 $1,475,385 \n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n2\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nCondensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)\n\n(Dollars in thousands, except shares and per share amounts)\n\nFor the three months ended March 31,\n\n20262025\n\nRevenue$116,343 $106,252 \n\nCost of revenues94,193 81,650 \n\nGross profit22,150 24,602 \n\nOperating expenses\n\nSelling, general and administrative expenses36,706 26,801 \n\nStock-based compensation expense84,696 — \n\nResearch and development expenses5,289 4,401 \n\nTransaction costs5,925 31 \n\nTotal operating expenses132,616 31,233 \n\nLoss from operations(110,466)(6,631)\n\nOther (expense) income\n\nInterest expense(2,899)(7,059)\n\nInterest income4,620 541 \n\nOther (expense) income, net(6,207)114 \n\nTotal other expense(4,486)(6,404)\n\nLoss before provision for income taxes(114,952)(13,035)\n\nIncome tax benefit110 1,306 \n\nNet loss$(114,842)$(11,729)\n\nForeign currency translation adjustment(121)485 \n\nComprehensive loss$(114,963)$(11,244)\n\nNet loss per common share\n\nNet loss$(114,842)$(11,729)\n\nLess: Accretion of Class P Units192 — \n\nLess: Deemed dividend on Conversion of the Class P Units upon IPO60,722 — \n\nNet loss available to common shareholders$(175,756)$(11,729)\n\nBasic and diluted net loss per share$(1.51)$(0.12)\n\nWeighted average common shares outstanding\n\nBasic and diluted weighted common shares outstanding116,022,67695,141,928\n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n3\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nCondensed Consolidated Statements of Changes in Stockholders' Equity/Member’s Capital and Temporary Equity (Unaudited)\n\n(Dollars in thousands, except units and shares)\n\nRedeemable\nPreferred UnitsClass P UnitsCommon UnitsCommon StockAdditional paid-in-capitalAccumulated\ndeficitAccumulated\nother\ncomprehensive\nincome (loss)Total\nMember’s\nCapital\n\nUnitsAmountUnitsAmountUnitsAmountSharesAmount\n\nBalance at December 31, 202456,619,831$68,413 — $— 1,078,929,080$963,213 — $— $— $(184,485)$(810)$777,918 \n\nAccretion of Redeemable preferred units—2,109 — — —(2,109)— — — — — (2,109)\n\nForeign currency translation adjustment—— — — —— — — — — 485 485 \n\nNet loss—— — — —— — — — (11,729)— (11,729)\n\nBalance at March 31, 202556,619,831$70,522 —$— 1,078,929,080$961,104 $— $— $— $(196,214)$(325)$764,565 \n\n4\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nRedeemable\nPreferred UnitsClass P UnitsCommon UnitsCommon StockAdditional paid-in-capitalAccumulated\ndeficitAccumulated\nother\ncomprehensive\nincome (loss)Total\nStockholders' Equity\n\nUnitsAmountUnitsAmountUnitsAmountSharesAmount\n\nBalance at December 31, 2025—$— 240,956,348 $143,115 50,000,000$1,135,910 — $— $— $(269,022)$936 $867,824 \n\nAccretion of Class P Units—— — 192 —(192)— — — — — (192)\n\nConversion of Class P Units into shares of common stock—— (240,956,348)(143,307)—— 8,885,674 1 302,112 — — 302,113 \n\nDeemed dividend on conversion of the Class P Units into shares of common stock—— — — —— — — (60,722)— — (60,722)\n\nConversion of common units into shares of common stock—— — — (50,000,000)(1,135,718)97,411,398 10 1,135,708 — — — \n\nIssuance of common stock in connection with IPO, net of underwriting discounts and commissions and other offering costs—— — — —— 18,500,000 2 583,413 — — 583,415 \n\nIssuance of common stock for acquisition of Orbion—— — — —— 2,812,141 — 60,180 — — 60,180 \n\nStock-based compensation expense—— — — —— — — 84,696 — — 84,696 \n\nForeign currency translation adjustment—— — — —— — — — — (121)(121)\n\nNet loss—— — — —— — — — (114,842)— (114,842)\n\nBalance at March 31, 2026—$— — $— —$— 127,609,213 $13 $2,105,387 $(383,864)$815 $1,722,351 \n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n5\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nCondensed Consolidated Statements of Cash Flows (Unaudited)\n\n(Dollars in thousands)\n\nFor the three months ended March 31,\n\n20262025\n\nCash flows from operating activities\n\nNet loss(114,842)(11,729)\n\nAdjustments to reconcile net loss to net cash (used in)/provided by operating activities:\n\nDepreciation and amortization16,103 12,036 \n\nStock-based compensation expense84,696 — \n\nAmortization of debt issuance costs207 209 \n\nNon-cash lease expense980 636 \n\nAmortization of capitalized commissions1,514 2,044 \n\nDeferred taxes(503)(1,298)\n\nLoss on equity investment1,538 — \n\nOther, net5,789 (142)\n\nChanges in assets and liabilities, net of the effect of acquisitions:\n\nAccounts receivable, net8,232 (613)\n\nInventories(16,036)8,962 \n\nPrepaid expenses and other current assets11,125 2,819 \n\nContract assets(19,764)(43,027)\n\nOther long-term assets(77)(5)\n\nContract liabilities(84,726)(58,912)\n\nAccounts payable and accrued expenses22,965 10,668 \n\nDeferred commissions(630)(1,255)\n\nIncome taxes payable(131)— \n\nRelated party payables— 626 \n\nOther long-term liabilities71 83 \n\nRight-of-use assets and operating lease liabilities, net(966)(598)\n\nNet cash (used in) operating activities(84,455)(79,496)\n\nCash flows from investing activities\n\nCapital expenditures(2,148)(1,173)\n\nEquity investments(3,150)— \n\nAcquisition of business, net of cash acquired(10,778)— \n\nIssuance of notes receivable— (2,500)\n\nProceeds from settlement of notes receivable5,000 — \n\nNet cash (used in) investing activities(11,076)(3,673)\n\nCash flows from financing activities\n\nProceeds from issuance of common stock in connection with the IPO, net of underwriting discounts and commissions592,833 — \n\nPayment of offering costs in connection with the IPO(3,192)— \n\nRepayment of principal on long-term debt(938)— \n\nNet cash provided by financing activities588,703 — \n\nNet increase/(decrease) in cash and cash equivalents493,172 (83,169)\n\nEffect of exchange rate changes on cash(52)65 \n\nCash and cash equivalents, beginning of period162,573 104,656 \n\nCash at end of period$655,693 $21,552 \n\nSupplemental disclosures of cash flow information\n\nCash payments for interest$3,064 $6,292 \n\nCash (refunded)/paid for taxes(14)— \n\nNoncash operating, investing, and financing\n\nChanges in accounts payable and accruals for purchases of fixed assets1,343 358 \n\nConversion of common units into shares of common stock upon IPO1,135,718 — \n\nConversion of Class P Units into shares of common stock upon IPO241,391 — \n\nIssuance of common shares for acquisition of Orbion60,180 — \n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n6\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nNote 1. Description of Business and Basis of Presentation\n\nDescription of Business\n\nYork Space Systems Inc. is a leading, U.S.-based, national defense and commercial prime providing a comprehensive suite of mission-critical solutions for national security, government and commercial customers. The Company is one of the only space and defense primes with proprietary hardware and software capabilities designed to address its customers’ complex mission requirements across the critical elements of the entire space ecosystem throughout the entire mission lifecycle. All references in this Quarterly Report on Form 10-Q to the \"Company,” “York,” “we,” “us” and “our” refer to York Space Systems Inc. and its consolidated subsidiaries.\n\nThe Company is purpose built to address evolving national security space challenges and to adapt to the ongoing shift in the U.S. government’s mission needs and procurement processes, where economics, agility, rapid capabilities, and heritage drive customer decision making. The Company delivers mission critical solutions in a zero-tolerance for error environment where systems must work. The Company believes it is uniquely positioned to capture an outsized share of growth in its core markets. The Company provides customers a vertically integrated, full technology stack of solutions including design, production, integration, and operation of spacecraft with turnkey offerings to manage spacecraft and constellations throughout their entire mission lifecycle.\n\nThe Company’s primary operating subsidiary, York Space Systems, LLC was founded in 2012 to create an innovative space technology mission prime, with a goal of meeting the evolving national security threats from space by providing mission-critical spacecraft at scale, faster, and at lower cost.\n\nCommon Control Reorganization and Corporate Conversion\n\nPrior to January 28, 2026, the Company operated as a Delaware limited liability company under the name Yellowstone Midco Holdings II, LLC (“Midco II”). On January 28, 2026, prior to the effectiveness of the registration statement relating to the Company's initial public offering (“IPO”), Midco II converted into a Delaware corporation pursuant to a statutory conversion and changed its name to York Space Systems Inc. (the “Corporate Conversion”).\n\nPrior to October 3, 2025, the Company operated through Yellowstone Midco Holdings, LLC (“Midco I”). On October 3, 2025, all of the outstanding equity of Midco I, including both redeemable preferred and common units, was contributed to Midco II (the “Common Control Reorganization”) and, as a result, Midco I became a wholly owned subsidiary of Midco II. Immediately prior to the Common Control Reorganization, both Midco I and Midco II were wholly-owned subsidiaries of Yellowstone Ultimate Holdings, LP, (“Holdings”), a limited partnership that was controlled by investment funds managed by AE Industrial Partners, LP (“AE Industrial Partners”).\n\nAt the time of the Corporate Conversion, all Class P units of Midco II (the \"Class P Units\") converted into 8,885,674 shares of our common stock which was calculated as an amount of shares equal to (i) the outstanding aggregate total preference amount of such Class P Unit, divided by (ii) the IPO price discounted by 20% and all outstanding common units of Midco II converted into an aggregate of 99,558,713 shares of common stock, including 2,269,473 shares of unrestricted common stock distributed in respect of vested Class B units (the “Incentive Units”) in Holdings and 2,147,313 shares of restricted stock distributed in respect of unvested Incentive Units, in each case, in connection with the Incentive Unit Distributions (as defined below).\n\nImmediately following the Corporate Conversion, Holdings distributed all common stock received upon conversion of the common units of Midco II to its limited partners and liquidated (the “Holdings Liquidation”). In connection with that action, vested and unvested Incentive Units (the “Incentive Unit Distributions”) were distributed. Certain shares of common stock distributed in respect of unvested Incentive Units are subject to time vesting and the recipients of such shares have entered into restricted stock agreements with us in connection with the receipt of such shares. As a result of the Holdings Liquidation, all partners of Holdings, including investment funds managed by AE Industrial Partners, became direct holders of the Company's common stock.\n\n7\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nThe Common Control Reorganization is considered a reorganization of entities under common control. Amounts for the period from January 1, 2025 through March 31, 2025 presented in the unaudited condensed consolidated financial statements and accompanying notes herein represent the historical operations of Midco I. The amounts as of March 31, 2026 and for the period from January 1, 2026 through March 31, 2026 reflect the consolidated operations of the Company.\n\nInitial Public Offering\n\nOn January 29, 2026, the Company's common stock began trading on the New York Stock Exchange (the \"NYSE\") under the ticker \"YSS\". In its IPO, the Company sold a total of 18.5 million shares of its common stock at a public offering price of $34.00 per share, for an aggregate offering price of $629.0 million. The Company received net proceeds of $583.4 million, net of $36.2 million of underwriting discounts and commissions and $9.4 million of other offering costs. The proceeds from the IPO will be used for general corporate and working capital purposes.\n\nBasis of Presentation\n\nThe accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.\n\nPursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), certain information and footnote disclosures required by GAAP for annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on March 19, 2026. The results for the interim periods may not be indicative of results for the full year.\n\nNote 2. Summary of Significant Accounting Policies\n\nThe Company's significant accounting policies are consistent with those disclosed in Note 2 to the audited financial statements included in the 2025 Annual Report on Form 10-K.\n\nUse of Estimates\n\nThe preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosures of contingencies at the reporting date, as well as the reported amounts of revenue and expenses during the reporting periods. Estimates have been prepared using the most recent and best available information. Although management believes the estimates that have been used are reasonable, actual results could materially differ from the estimates that were used. Adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation.\n\nContract Assets and Liabilities\n\nContract assets include unbilled amounts typically resulting from sales under contracts when the percentage-of-completion cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. When costs incurred plus recognized profit (less recognized losses) on a contract exceeds progress billings, the net amount is recorded as a contract asset. Contract assets are classified as current based on the Company’s operating cycle and include amounts that may be billed and collected beyond one year due to the long-cycle nature of the Company’s contracts.\n\nContract liabilities include advance payments and billings in excess of revenue recognized. When progress billings exceed costs incurred plus recognized profit (less recognized losses), the net amount is recorded as a contract liability. Contract liabilities are classified as current based on the Company’s contract operating cycle and reported on a contract-by-contract basis, net of revenue recognized, at the end of each reporting period.\n\n8\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nGoodwill\n\nGoodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. The Company evaluates goodwill for impairment annually at October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company has determined that its business comprises one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company considers factors in performing a qualitative assessment including, but not limited to, general macroeconomic conditions, industry and market conditions, company financial performance, changes in strategy, and other relevant entity-specific events. If the Company elects to bypass the qualitative assessment or does not pass the qualitative assessment, a quantitative assessment is performed.\n\nWhen a quantitative assessment is performed, the Company utilizes a discounted cash flow approach, which incorporates key assumptions such as future growth rates, terminal values, and discount rates. This process compares the estimated fair value of the reporting unit to the reporting unit’s carrying value, including goodwill. The Company recognizes a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value up to the amount of goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is considered not to be impaired.\n\nFair Value Measurements\n\nThe Company measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Under the fair value standards, fair value is based on the exit price in the principal or most advantageous market for the asset or liability. The fair value measurement hierarchy is based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:\n\n•Level 1 – Quoted prices in active markets for identical assets or liabilities;\n\n•Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and\n\n•Level 3 – Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets and liabilities.\n\nValuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each reporting period. See Note 12 – Fair Value Measurements for further details.\n\nRevenue Recognition\n\nThe Company recognizes revenue in accordance with the five-step model under the Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which involves (i) identification of the contract(s), (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations and (v) recognition of revenue as the performance obligations are satisfied.\n\nThe Company’s revenues are primarily derived from firm-fixed-price (“FFP”) contracts with both domestic U.S. Federal Government-controlled agencies as well as commercial customers, and the Company recognizes revenue for these arrangements over time. These contracts generally span several years in duration. Revenue arrangements where revenue is\n\n9\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nrecognized at a point in time are immaterial as a percentage of total revenues to the unaudited condensed consolidated financial statements.\n\nA performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company’s contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract as modifications take place when the Company is in process of completing a performance obligation.\n\nThe Company’s typical contracts include two performance obligations. The first performance obligation consists of the combined design, development, and integration of a specified number of satellites on payloads constituting a fully functional constellation of satellites once successfully launched in space, as well as the design, development, and delivery of the hardware and software components constituting a ground system missions control to strategically operate the satellites to obtain mission critical data. The Company has determined that the various promises constitute a single combined performance obligation because the Company deemed each promise to not be individually distinct within the context of the contract since the Company performs a significant service of integrating the inputs into a combined output for which the customer has contracted: that is, a fully functional constellation of satellites that reports real-time information to the customer for strategic operations of the customer. Further, the Company concluded that the hardware and software developed for the customer and installed at the customer’s ground missions control are highly interdependent and highly interrelated with the satellites. The hardware and software serve as an interface to obtain the desired data from the constellation. The software enables the satellites to maneuver in space and communicate with each other and the ground systems in order to perform their intended function.\n\nThe second performance obligation consists of operations and maintenance services that operate the ground systems by sending instructions and commands to the satellites, obtaining data from the satellites, as well as maintenance and updates to the software. The Company concluded that these services constitute a series of daily time increments that are satisfied over time.\n\nCustomer contracts also typically include customer options to acquire additional operations and maintenance services. The pricing of these options is reflective of the standalone selling price for these services and therefore, does not provide the customer with a material right that would constitute a separate performance obligation. Instead, the options are accounted for only when the customer exercises the option to purchase the additional services.\n\nFor some contracts, the Company arranges for launch services from a third-party provider. As the Company does not obtain control of the services before they are provided to the customer, the Company concluded it is acting as an agent when arranging for launch services. Upon reviewing the indicators in ASC 606, the Company does not establish pricing for the services, rather, it is entitled to a fee for its arranging services. The Company also is not primarily responsible for the launch services and does not have inventory risk or procure the services without a customer lined up.\n\nOnce the Company identifies the performance obligations, it determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. Typical contracts include variable consideration in the form of contingent milestone payments. The milestones are established at contract inception and outline the specifications and criteria that must be met for the Company to invoice the customer for the corresponding milestone payment. The Company utilizes the most likely approach to estimate variable consideration as most of the milestones have only two possible outcomes. The Company continuously considers the constraint guidance and typically does not constrain variable consideration as it deems it not probable that inclusion of the variable payments in the transaction price would result in a significant revenue reversal of cumulative revenue recognized to date for any single contract. The Company carefully establishes project milestones with consultation of its engineers and experts that have significant experience in achieving such milestones.\n\n10\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nThe Company allocates the transaction price to its identified performance obligation based upon their stand-alone-selling-price (“SASP”). Because the Company does not have observable SASP, it estimates SASP using a cost-plus-margin approach.\n\nThe Company recognizes revenue for its performance obligations over time as the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date (for the design and build of the satellites and ground systems performance obligation) and as the customer benefits as the Company performs (for the operations and maintenance services performance obligation).\n\nFor the design and build of the satellites and ground systems performance obligation, the Company recognizes revenue using the percentage-of-completion (“POC”) method, based on the proportion of total costs incurred relative to total estimated costs at completion (“EAC”). An EAC includes all direct costs and indirect costs directly attributable to a contract or allocable based on the Company’s project cost pooling arrangements. The Company believes that this method represents the most faithful depiction of the Company’s performance because it directly measures value transferred to the customer. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, but are not limited to, the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed; the cost and availability of materials; the availability of subcontractor services and materials; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on FFP contracts, which may cause profit levels to vary from period to period. For the operations and maintenance services performance obligation, the Company recognizes revenue on a straight-line basis over time.\n\nContracts are often modified for changes in contract value, specifications or requirements, which may result in scope as well as price changes. Most of the Company’s contract modifications are for goods or services that are not distinct in the context of the contract and are therefore accounted for as part of the original performance obligation through a cumulative EAC adjustment.\n\nAccounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract quarterly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. If, at the time of the contract award or at any time during the life of a contract it becomes probable that total contract costs will exceed total contract revenue, the expected loss is recognized immediately in the consolidated statements of operations and comprehensive loss. A cumulative catch-up adjustment is recorded for changes in transaction price or estimate at completion during the period when such revisions occur.\n\nFor long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component. At contract inception, the Company also expects that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract.\n\nU.S. Federal Government Contracts\n\nThe Company has engineering and construction contracts with the U.S. Federal Government, which typically provide the customer with the unilateral right to cancel the contract whenever the federal buying agency deems the cancellation is in the public interest. Under a termination for convenience clause, the Company is entitled to recover all costs incurred to the termination date, plus other costs not recovered at termination (such as ongoing costs not able to be discontinued, for\n\n11\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nexample, rental costs), as well as an allowance for profit or fee. The U.S. Federal Government also typically has the right to the goods produced and in process under the contract at the time of a termination.\n\nTransaction Costs\n\nTransaction costs include finder's fees, legal, accounting and other professional costs related to potential and closed acquisition activity, as well as non-recurring costs related to the IPO that are not eligible to be deferred IPO costs. Costs related to the revision or issuance of new debt are recorded as deferred financing costs.\n\nAcquisitions\n\nThe Company accounts for its acquisitions from the date upon which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets acquired and liabilities assumed and to establish the acquisition date fair value as of the measurement date.\n\nWhile the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustments to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is identified. Transaction costs that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.\n\nRecently Adopted Accounting Pronouncements\n\nThe Company did not adopt any accounting pronouncements during the three months ended March 31, 2026.\n\nThe Company considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited condensed consolidated financial statements or notes thereto.\n\nNote 3. Revenues\n\nThe table below presents revenues disaggregated by type of customer for the following periods:\n\nFor the three months ended\n\nMarch 31, 2026March 31, 2025\n\nGovernment$114,308 $100,889 \n\nCommercial and other2,035 5,363 \n\nTotal revenues$116,343 $106,252 \n\nFor the three months ended March 31, 2026 and 2025, 99% and 97%, respectively, of the Company’s revenues were derived in the U.S. market. Approximately 99% and 94% of revenues for the three months ended March 31, 2026 and 2025 respectively, were derived from one customer.\n\n12\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nContract balances\n\nAs of\n\nMarch 31, 2026December 31, 2025\n\nContract assets$96,573 $76,809 \n\nContract liabilities$28,565 $110,275 \n\nThe increase in contract assets during the three months ended March 31, 2026 was primarily driven by revenue recognized for services rendered that had not yet been billed to the customer.\n\nThe decrease in contract liabilities during the three months ended March 31, 2026 was primarily driven by satisfaction of performance obligations for services previously billed to the customer. Revenue recognized during the three months ended March 31, 2026 that was included in the contract liability balance as of December 31, 2025 was $95.6 million. Revenue recognized in the three months ended March 31, 2025 that was included in the contract liability balance as of December 31, 2024 was $62.1 million.\n\nThe Company evaluates the contract value and EAC for performance obligations at least quarterly and more frequently when circumstances significantly change. Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimate of total revenue and cost at completion is complex, subject to many variables and requires significant judgment by management on a contract-by-contract basis. As part of this process, management reviews information including, but not limited to, labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, volume assumptions, inflationary trends, and schedule and performance delays. When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the expected revenue, the Company recognizes the loss immediately. When the Company determines that a change in estimate has an impact on the associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment to the statement of operations and comprehensive loss. Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results.\n\nThe below table summarizes the (unfavorable) favorable impact of the net EAC adjustments for the following periods:\n\nFor the three months ended\n\nMarch 31, 2026March 31, 2025\n\nNet EAC adjustments, before income taxes $(754)$565 \n\nNet EAC adjustments, net of income taxes(753)508 \n\nNet EAC adjustments, net of income taxes, per basic and diluted share$(0.01)$0.01 \n\nThe net unfavorable EAC adjustments during the three months ended March 31, 2026 were primarily due to the recognition of contract loss reserves, partially offset by lower-than-anticipated labor, materials and subcontractor costs required to meet customer requirements in the Company’s sale of satellites, launch services and ground services. The net favorable EAC adjustments during the three months ended March 31, 2025 were primarily due to the derecognition of loss provision for a terminated contract.\n\nRemaining Performance Obligations\n\nAs of March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $642.3 million. The Company expects to recognize over 55% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter.\n\n13\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nDeferred Contract Costs\n\nThe following table provides information about capitalized contract costs:\n\nMarch 31, 2026December 31, 2025\n\nCapitalized commissions, net $5,107 $6,661 \n\nSales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract. These costs are capitalized and amortized over the life of the contract consistent with the pattern of transferring the goods to the customer. Amortization of sales commissions is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss and totaled $1.5 million and $2.0 million for the three months ended March 31, 2026 and 2025, respectively. Unpaid sales commissions expected to be paid within the next twelve months are deferred and recorded as deferred commissions, current on the accompanying unaudited condensed consolidated balance sheets. Unpaid sales commissions expected to be paid in greater than a period of twelve months are classified as deferred commissions, less current portion on the accompanying unaudited condensed consolidated balance sheets.\n\nLoss Contracts\n\nThe Company recognizes a contract loss when the current estimate of the consideration expected to be received is less than the current estimate of total estimated costs to complete the contract. For purposes of determining the existence or amount of a contract loss, the Company considers total contract consideration, including any variable consideration constrained for revenue recognition purposes. The Company may experience favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract prices. The Company recorded a loss of $5.5 million for the three months ended March 31, 2026, within cost of revenues in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. No losses were recorded for the three months ended March 31, 2025.\n\nNote 4. Acquisition\n\nOrbion Space Technology\n\nOn December 11, 2025, the Company made an investment of $5.0 million in the preferred equity of Orbion Space Technology, Inc. (“Orbion”), resulting in a noncontrolling equity interest. Orbion is a Michigan-based manufacturer of flight-proven electric propulsion systems. On March 6, 2026, the Company entered into an Agreement and Plan of Merger (the “Orbion Merger Agreement”) with Orbion. Pursuant to the Orbion Merger Agreement, the Company acquired all of the issued and outstanding equity interests of Orbion.\n\nConsideration for this acquisition was $74.9 million, which consisted of approximately $11.2 million in cash and $60.2 million in equity consideration in the form of shares of the Company’s common stock. The fair value of preferred equity held by the Company from the initial investment in Orbion was $3.5 million, which was included in the total consideration. The fair value of this investment was determined using a market-based approach, based on the quoted share price of the Company’s common stock and the contractual conversion ratio of the preferred equity, and the resulting loss of $1.5 million is included in other (expense) income, net on the unaudited condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2026.\n\nThe Company incurred $2.4 million of acquisition‑related expenses, which are recorded in Transaction costs on the unaudited condensed consolidated statement of operations and comprehensive loss for the quarter ended March 31, 2026. These expenses include legal and advisory fees paid at closing, deal fees, insurance‑related costs, and other related expenses.\n\n14\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nThe acquisition was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets and liabilities acquired were recorded at their estimated fair values. The determination of fair value was based on management’s analysis with the assistance of an independent third‑party valuation firm. The excess purchase price resulting in goodwill is primarily attributable to Orbion’s acquired workforce and expected synergies. None of the goodwill is expected to be deductible for income tax purposes. The results of operations from the acquisition of Orbion were included in the unaudited condensed consolidated financial statements from the date of acquisition.\n\nThe following table summarizes the provisional fair values of the assets acquired and liabilities assumed. Provisional fair value measurements were made for assets acquired and liabilities assumed. Adjustments to those measurements may be made in subsequent periods, up to one year from the date of acquisition, as the Company continues to evaluate the information necessary to complete the analysis.\n\nAllocation of Purchase PriceAmount\n\nCash and cash equivalents$439 \n\nAccounts receivable699 \n\nInventories148 \n\nPrepaid expenses and other assets965 \n\nFixed assets5,476 \n\nRight of use assets140 \n\nTrademark1,100 \n\nTechnology9,500 \n\nBacklog900 \n\nCustomer relationships6,800 \n\n    Total identifiable assets acquired$26,167 \n\nAccounts payable and accrued expenses$(11,096)\n\nContract liabilities(3,110)\n\nOperating lease liability, current(106)\n\nOperating lease liability, less current portion(34)\n\nDeferred income tax liability(111)\n\nTotal liabilities assumed(14,457)\n\nNet identifiable assets acquired11,710 \n\nGoodwill63,148 \n\nFair value of net assets acquired$74,858 \n\nThe acquired intangible assets are expected to have useful lives ranging from 1 to 9 years. The provisional fair values for the Trademark and Technology assets were estimated using the relief‑from‑royalty method. The provisional fair values for the Backlog and Customer Relationship assets were estimated using the multi‑period excess earnings method. These models reflect management’s estimates of future cash flows, operating performance, and economic conditions.\n\nATLAS Space Operations\n\nOn June 9, 2025, the Company invested in preferred equity of ATLAS Space Operations, Inc. (“ATLAS”), representing an approximate 5% equity interest. ATLAS is a leading provider of Ground Software-as-a-Service (GSaaS) solutions for space-based communication and global connectivity headquartered in Traverse City, MI. Through a series of common control transactions contemplated in the Agreement and Plan of Merger and effected on August 29, 2025, ownership of ATLAS was transferred to the Company.\n\n15\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nConsideration for this acquisition was $85.8 million which consisted of $1.5 million in cash (including $1.3 million in seller transaction expenses) and $78.6 million in equity consideration in the form of Holdings common units. The fair value of these units was determined by the Company with the assistance of a third-party valuation. The fair value of preferred equity held by the Company from the initial investment in ATLAS was $5.8 million, which was included in the total consideration.\n\nThe acquisition was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets and liabilities acquired were recorded at their estimated fair values. The determination of fair value was based on management’s analysis with the assistance of an independent third-party valuation firm. The excess purchase price resulting in goodwill is primarily attributable to ATLAS’s acquired workforce and expected synergies. None of the goodwill is expected to be deductible for income tax purposes. The results of operations from the acquisition of ATLAS were included in the consolidated financial statements from the date of acquisition.\n\nThe following table summarizes the provisional fair values of the assets acquired and liabilities assumed. Provisional fair value measurements were made for assets acquired and liabilities assumed. Adjustments to those measurements may be made in subsequent periods, up to one year from the date of acquisition, as the Company continues to evaluate the information necessary to complete the analysis.\n\nAllocation of Purchase PriceAmount\n\nCash and cash equivalents$404 \n\nAccounts receivable833 \n\nPrepaid expenses and other current assets55 \n\nFixed assets3,995 \n\nRight of use assets2,252 \n\nTrademark600 \n\nTechnology12,300 \n\nCustomer relationships11,300 \n\nDeferred income tax asset4,601 \n\n    Total identifiable assets acquired$36,340 \n\nAccounts payable and accrued expenses$(7,208)\n\nNotes payable - short term(1,500)\n\nContract liabilities(570)\n\nOperating lease liability, current(830)\n\nOperating lease liability, less current portion(1,415)\n\nNotes payable - long term(2,232)\n\nOther liabilities(7)\n\nTotal liabilities assumed(13,762)\n\nNet identifiable assets acquired22,578 \n\nGoodwill63,261 \n\nFair value of net assets acquired$85,839 \n\nThe acquired intangible assets are expected to have useful lives ranging from 5 to 20 years. Their provisional fair values were determined using income-based valuation methodologies, including the multi-period excess earnings method\n\n16\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\n(“MPEEM”) and the relief-from-royalty method. These models reflect management’s estimates of future cash flows, operating performance, and economic conditions.\n\nNote 5. Fixed Assets, net\n\nFixed assets, net consists of the following:\n\nMarch 31, 2026December 31, 2025\n\nLeasehold improvements $20,631 $17,417 \n\nOrbiting satellites 5,793 5,793 \n\nMachinery and equipment23,111 17,407 \n\nComputer equipment6,436 5,609 \n\nSoftware 2,783 2,701 \n\nFurniture and fixtures4,379 3,907 \n\nConstruction in process10,991 12,559 \n\n Total fixed assets, at cost 74,124 65,393 \n\n  Less: Total accumulated depreciation (24,178)(19,100)\n\n  Total fixed assets, net $49,946 $46,293 \n\nDepreciation and amortization expense was $5.2 million and $1.9 million for the three months ended March 31, 2026 and 2025, respectively. There was no impairment recognized related to fixed assets during the three months ended March 31, 2026 or 2025.\n\nNote 6. Goodwill and Intangible Assets\n\nThe changes in the carrying amount of goodwill are as follows:\n\nAmount\n\nBalance at December 31, 2025$674,262 \n\nAdditions63,148 \n\nEffect of foreign currency translation(25)\n\nBalance at March 31, 2026$737,385 \n\nThere was no impairment recognized related to goodwill during the three months ended March 31, 2026 or 2025.\n\nIntangible assets, net consist of the following:\n\nAs of March 31, 2026\n\nWeighted\nAverage\nUseful LifeGross carrying\namountAccumulated\nAmortizationNet carrying\namount\n\nFinite-lived intangible assets\n\n Developed technology 9.8 years$274,060 $(88,317)$185,743 \n\n Customer relationships 19.7 years260,426 (41,768)218,658 \n\n Trade names5.2 years13,421 (7,953)5,468 \n\n Licenses9.8 years5,251 (1,029)4,222 \n\nBacklog1.0 year900 (75)825 \n\nFinite-lived intangible assets$554,058 $(139,142)$414,916 \n\n17\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nAs of December 31, 2025\n\nWeighted\nAverage\nUseful LifeGross carrying\namountAccumulated\namortizationNet carrying\namount\n\nFinite-lived intangible assets\n\n Developed technology 9.9 years$265,031 $(81,571)$183,460 \n\n Customer relationships 20.0 years253,635 (38,525)215,110 \n\n Trade names5.2 years12,328 (7,331)4,997 \n\n Licenses9.8 years5,254 (896)4,358 \n\nTotal finite-lived intangible assets$536,248 $(128,323)$407,925 \n\nThere was no impairment recognized related to intangible assets during the three months ended March 31, 2026, or 2025. Amortization expense of intangible assets for the three months ended March 31, 2026, and 2025, was $10.9 million and $10.2 million, respectively, and is recorded in cost of revenues and selling, general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. Estimated future amortization expense for finite-lived intangibles is as follows:\n\nYears ending December 31Amount\n\n2026 (for the remaining period)$34,620 \n\n202745,014 \n\n202842,569 \n\n202942,362 \n\n203041,823 \n\nThereafter208,528 \n\n    Total future amortization expense on intangible assets$414,916 \n\nNote 7. Financing Arrangements\n\nCredit Agreement\n\nThe Company has a credit agreement with various lenders (the “Lenders”) and Wells Fargo Bank, National Association (“Wells Fargo”), which was amended on November 21, 2025 (as amended, the “Credit Agreement”). Pursuant to the Credit Agreement, the Lenders agreed to extend term loan commitments in an aggregate principal amount of $150.0 million (the “Term Loan Facility”) and revolving loan commitments in an aggregate principal amount of $150.0 million (the “Revolving Facility”). Subsequent to March 31, 2026, a maturity extension was granted related to the credit agreement, which is now set to mature on November 14, 2029.\n\nThe Term Loan Facility requires principal payments equal to 0.625% of the aggregate principal amount on the last day of each fiscal quarter until December 31, 2026 and at 1.250% of the aggregate principal amount on the last day of each fiscal quarter until September 30, 2028. Borrowings under the Credit Agreement bear interest at a floating rate on the unpaid principal amount thereof equal to (i) initially, (x) 3.00% per annum in the case of Term SOFR Loans and (y) 2.00% per annum in the case of ABR Loans and (ii) on and after the date on which the borrower submits written notice to the administrative agent of its election to cease testing the revenue and liquidity covenants and to begin testing the leverage covenant in lieu thereof, which notice may be submitted at any time (the \"Leverage Covenant Toggle Date\"), the applicable rate per annum set forth in the pricing grid below under the caption “Term SOFR Margin” or “ABR Margin,” as the case may be, based upon the Total Net Leverage Ratio (as defined in the Credit Agreement) as of the end of the Company’s fiscal quarter:\n\n18\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nLevelTotal Net Leverage RatioTerm SOFR MarginABR Margin\n\nI\nIf the Total Net Leverage Ratio is greater than 3.00:1.00\n2.75%1.75%\n\nII\nIf the Total Net Leverage Ratio is less than or equal to 3.00:1.00 and greater than 2.00:1.00\n2.50%1.50%\n\nIII\nIf the Total Net Leverage Ratio is less than or equal to 2.00:1.00\n2.25%1.25%\n\nThe Credit Agreement contains financial covenants, such as a minimum revenue covenant and a minimum liquidity covenant. All obligations under the Credit Agreement are secured by substantially all of the Company’s assets and guaranteed by certain subsidiaries.\n\nAs of March 31, 2026, the Company had outstanding borrowings of $149.1 million under the Term Loan Facility and no outstanding borrowings under the Revolving Credit Facility, with $150.0 million of available capacity.\n\nThe following table presents the Company's outstanding debt:\n\nAs of\n\nMarch 31, 2026December 31, 2025\n\nTerm Loan Facility$149,063 $150,000 \n\nLess: unamortized discounts and issuance costs(1,186)(1,288)\n\nTotal debt, net147,877 148,712 \n\nLess: current portion of long-term debt4,688 3,750 \n\nTotal long-term debt, net$143,189 $144,962 \n\nFor the three months ended March 31, 2025, interest expense and amortization of debt issuance costs recognized related to the secured credit facilities that were outstanding prior to the Credit Agreement (\"Original Term Loan Facility\"). In November 2025, the Company repaid the Original Term Loan Facility using cash on hand and net proceeds from the Credit Agreement. The following table presents interest expense and amortization of debt issuance costs recognized for the three months ended March 31, 2026 and 2025:\n\nFor the three months ended\n\nMarch 31, 2026March 31, 2025\n\nContractual interest expense$2,692 $6,850 \n\nAmortization of debt issuance costs207 209 \n\nTotal interest expense$2,899 $7,059 \n\nThe Company was in compliance with all financial debt covenants as of March 31, 2026.\n\nAggregate Maturities\n\nThe aggregate maturities of all debt at March 31, 2026 are as follows:\n\nYears ending December 31Amount\n\n2026 (for the remaining period)$2,813 \n\n20277,500 \n\n2028138,750 \n\n$149,063 \n\n19\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nNote 8. Accounting for Income Taxes\n\nThe table below presents the Company’s income tax (benefit) and applicable effective tax rate for the following periods:\n\nFor the three months ended\n\nMarch 31, 2026March 31, 2025\n\nIncome tax (benefit)$(110)$(1,306)\n\nEffective tax rate (\"ETR\")0.31 %10.02 %\n\nThe primary differences between the Company's effective tax rate and the statutory rate are changes in the valuation allowance, differences related to research and development related credits and carryforwards, and stock-based compensation. The increase in the valuation allowance for the three months ended March 31, 2026 compared to three months ended March 31, 2025 was primarily due to increases in deferred tax assets generated from research and development capitalization requirements and research and development credit carryforwards. The Company’s effective tax rate continues to differ significantly from the statutory rate due to the full valuation allowance maintained U.S. federal and state deferred tax assets.\n\nTax Receivable Agreement\n\nPrior to the consummation of the IPO, the Company entered into a tax receivable agreement (\"TRA\") with equity holders of Holdings and holders of Class P Units (such holders and any transferee or successors being the \"TRA Holders\"). The TRA requires the Company to make payments to the TRA Holders (or their transferees or successors) in an amount equal to 85% of certain tax savings (or expected tax savings) in respect of certain tax attributes of the Company. Such tax benefits consist primarily of net operating loss carryforwards and research and development credit carryforwards. As of March 31, 2026, the realization of those benefits is uncertain, and as such, the Company does not believe payment of TRA benefits is probable. Accordingly, the Company does not anticipate recording the TRA liability until such time as payments become probable. As of March 31, 2026, the Company estimates the TRA attributes were approximately $347.0 million.\n\nIn the event of a change in control, material breach or the Company’s election to terminate the TRA early, the Company would be required to make an immediate cash payment equal to the anticipated future tax benefits that are the subject of the TRA discounted in accordance with the TRA. The early termination liability is calculated based on a discounted calculation of tax attributes using an interest rate equal to 100 basis points above SOFR. The Company estimates the early termination liability to be approximately $261.0 million as of March 31, 2026.\n\nNote 9. Stockholders' Equity/Member's Capital and Temporary Equity\n\nAs of December 31, 2025, the common units and Class P Units of Midco II outstanding are as follows. As of March 31, 2026, the common stock of the Company outstanding is as follows:\n\nAuthorized as of Held by Stockholders'/Member's Issued and Outstanding as of\n\nMarch 31, 2026December 31, 2025March 31, 2026December 31, 2025\n\nCommon stock - York Space Systems Inc1,000,000,000 —127,609,213 —\n\nCommon units - Yellowstone Midco Holdings II, LLC—50,000,000 —50,000,000 \n\nClass P Units - Yellowstone Midco Holdings II, LLC—240,956,348 —240,956,348 \n\nStructure Prior to the Common Control Reorganization\n\n20\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nIn 2025, Holdings subscribed to an additional 25.0 million redeemable preferred units of Midco I at a price of $1.00 per unit. The redeemable preferred units entitled holders to certain voting rights, preferred yield at the rate of 12.5% per annum and distribution rights.\n\nPrior to the Common Control Reorganization, Holdings owned all of the common units and redeemable preferred units of Midco I authorized and outstanding. As described below, in connection with the Common Control Reorganization, all of the common units and redeemable preferred units were contributed to Midco II in exchange for common units of Midco II, which were converted to shares of the Company in connection with the IPO in January 2026.\n\nStructure Subsequent to the Common Control Reorganization\n\nCommon units\n\nUpon formation on September 4, 2025, Midco II entered into a Limited Liability Company Agreement (the “LLC Agreement”), pursuant to which Midco II issued 100 common units to Holdings for no consideration. From formation until October 3, 2025, Holdings owned 100 common units of Midco II, representing 100% of the common units authorized and outstanding of Midco II. In connection with the Common Control Reorganization on October 3, 2025, all of the outstanding equity of Midco I, including both redeemable preferred and common units, was contributed to Midco II in exchange for 50 million common units of Midco II and, as a result, Midco I became a wholly owned subsidiary of Midco II.\n\nClass P Units\n\nIn the fourth quarter of 2025, Midco II issued and sold an aggregate of approximately 241.0 million Class P Units to investors, including funds affiliated with AE Industrial Partners. The Class P Units contained redemption features that were not solely within the control of the Company. As a result, the Class P Units were classified as temporary equity.\n\nThe Class P Units were automatically convertible (in substance share-settled redemption) upon a Qualified IPO, which requires bifurcation. The Company recorded the Class P Units initially at its issuance price of $241.0 million, net of issuance costs of $5.3 million and net of the initial value of the bifurcated derivative liability of $93.1 million. The Class P Units were subsequently remeasured by accreting the changes in the redemption value over the period from the date of issuance to the earliest date that the instrument would become redeemable (i.e., the fifth anniversary of the issuance date) using the interest method including the accrued and cumulative unpaid dividends. The bifurcated derivative was initially recorded at fair value upon issuance of the Class P Units and subsequently remeasured with changes in fair value through earnings. Refer to Note 12 - Fair Value Measurement for more information on the estimate of the fair value of the derivative liability. All of the Class P Units converted into shares of the Company's common stock and the derivative liability was derecognized in connection with the IPO.\n\nNote 10. Stock-based Compensation\n\nOmnibus Incentive Plan\n\nOn January 28, 2026, in connection with the IPO, the Company adopted the York Space Systems Inc. 2026 Omnibus Incentive Plan (the “Omnibus Plan”). Pursuant to the Omnibus Plan, employees, consultants and directors of the Company and its affiliates performing services for us, including our executive officers, will be eligible to receive awards. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock-based awards, other cash-based awards, substitute awards, and performance awards intended to align the interests of participants with those of our stockholders. Initially, the aggregate number of shares of common stock that may be issued pursuant to the Omnibus Plan shall not exceed 12.7 million shares. Beginning in 2026, the number of shares that may be issued pursuant to the Omnibus Plan is subject to an annual increase on January 1 of each calendar year ending and including 2036, equal to the lesser of (a) 5% of the aggregate number of shares outstanding on\n\n21\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nDecember 31 of the immediately preceding calendar year and (b) such smaller number of shares as is determined by our Board of Directors.\n\nRestricted Stock Awards\n\nIn connection with the IPO, the Company issued shares of common stock in connection with the Incentive Unit Distributions. These shares have time-based vesting conditions. These awards contain service conditions associated with continued employment or service. The terms of the restricted stock provide voting and regular dividend rights to holders of the awards. These shares vest over a one or two year vesting schedule. Unvested shares are forfeited if the employee resigns voluntarily or is terminated for cause. Common shares issued to all non-management entities regardless of go-forward employment or Board involvement vested immediately at the date of the IPO.\n\nRestricted Stock Awards\n\nNumber of RSAsWeighted Average grant date fair value per share\n\nNon-vested beginning balance December 31, 2025— $— \n\nGranted4,416,787 34.00 \n\nVested(2,269,473)34.00 \n\nForfeited/Cancelled(71,748)34.00 \n\nNon-vested balance, March 31, 20262,075,566 $34.00 \n\nCompensation expense for time-vesting interests granted is based on the grant date fair value. The Company recognizes compensation costs on a straight-line basis over the service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. Stock-based compensation expense totaled $83.2 million, in the three months ended March 31, 2026. As of March 31, 2026, unrecognized compensation cost totaled $64.5 million. The weighted average remaining period over which the unrecognized compensation cost is to be recognized is 1.8 years as of March 31, 2026.\n\nRestricted Stock Units\n\nRestricted Stock Units with Service-Based Vesting—Under the Omnibus Plan, the Board of Directors has granted restricted stock units (\"RSUs\") to members of the Board of Directors, executive officers and other key employees. These awards contain service conditions associated with continued employment or service. The terms of the RSUs provide for regular dividend rights to holders of the awards. Upon vesting, the restrictions on the RSUs lapse and shares are issued and considered issued and outstanding for accounting purposes.\n\nIn connection with our IPO, the Board granted approximately $21.7 million in RSUs under the Omnibus Plan to certain employees and non-employee directors (collectively, the \"IPO Grants\"). Each IPO Grant to certain employees will vest in three substantially equal installments on each of the first, second and third anniversaries of the applicable vesting commencement date, subject generally to continued employment through the applicable vesting date.\n\nFurther, in January 2026 the Board granted 31,764 RSUs to non-employee directors for their annual service as directors. These RSU grants vest over a one year period.\n\nIn measuring compensation expense associated with the grant of RSUs, we use the fair value of the award, determined as the closing stock price for our common stock on the date of grant.\n\nCompensation expense is recorded monthly over the vesting period of the awards. The following table summarizes information for the equity awards granted in 2026:\n\n22\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nRestricted Stock Units\n\nNumber of RSUsWeighted Average grant date fair value per unit\n\nNon-vested beginning balance December 31, 2025— $— \n\nGranted731,971 32.43 \n\nForfeited/Cancelled(4,565)34.00 \n\nNon-vested balance, March 31, 2026727,406 $32.42 \n\nCompensation expense for time-vesting interests granted is based on the grant date fair value. The Company recognizes compensation costs on a straight-line basis over the service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. Stock-based compensation expense totaled $1.5 million, in the three months ended March 31, 2026. As of March 31, 2026, unrecognized compensation cost totaled $22.1 million. The weighted average remaining period over which the unrecognized compensation cost is to be recognized is 2.8 years as of March 31, 2026.\n\nNote 11. Net Loss per Share\n\nBasic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during each period.\n\nThe conversion of common units into common stock which occurred as part of the Corporate Conversion is considered akin to a split-like situation. For calculation of net loss per share, shares outstanding for all historical periods before our IPO have been retrospectively adjusted to 95,141,928 to reflect the shares of the Company’s common stock converted from common units. As discussed in Note 1 - Description of Business and Basis of Presentation, the Corporate Conversion resulted in the issuance of 99,558,713 shares of the Company's common stock. However, this amount includes 2,269,473 shares of unrestricted common stock distributed in respect of vested Incentive Units and 2,147,313 shares of restricted stock distributed in respect of unvested Incentive Units. As the distribution of the Company's common stock in respect of vested and unvested Incentive Units is not considered akin to a split-like situation, these shares were excluded from shares outstanding in the calculation of net loss per share for the three months ended March 31, 2025 and are only included as outstanding shares prospectively from the vesting date.\n\nDiluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of fully dilutive common shares outstanding for the period using the treasury-stock method, the if-converted method, or two-class method for participating securities, whichever is more dilutive. The RSAs and RSUs were granted by and settled in the equity of Holdings and therefore are not included in the Company’s net loss per share calculations. During the periods presented, the Company did not have any dilutive equity instruments outstanding. As described in Note 10 - Stock-based Compensation, in the first three months of 2026, the Company granted RSAs and RSUs. Both RSAs and RSUs are not participating securities as they are not entitled to receive nonforfeitable dividends before the underlying awards are vested. Further, the RSAs and RSUs are both antidilutive equity instruments that could potentially become dilutive in future periods. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.\n\n23\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nThe following table summarizes the computation of basic and diluted net loss per share attributable to common shareholders of the Company:\n\nFor the three months ended\n\nMarch 31, 2026March 31, 2025\n\nNumerator:\n\nNet loss as reported$(114,842)$(11,729)\n\nLess: Accretion of Class P Units192 — \n\nLess: Deemed dividend on Conversion of the Class P Units upon IPO60,722 — \n\nNet loss attributable to common shareholders$(175,756)$(11,729)\n\nDenominator:\n\nWeighted average common shares outstanding - basic and diluted116,022,67695,141,928\n\nNet loss per share - basic and diluted$(1.51)$(0.12)\n\nThe following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:\n\nFor the three months ended\n\nMarch 31, 2026March 31, 2025\n\nRestricted stock units (RSUs)727,406 — \n\nRestricted stock awards (RSAs)2,075,566 — \n\nNote 12. Fair Value Measurements\n\nThe carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses, are reflected on the unaudited condensed consolidated balance sheets at amounts that approximate fair value because of their short-term maturities. The carrying amount of the debt is reflected on the unaudited condensed consolidated balance sheets at an amount that approximates fair value as interest incurred is variable based on market rates.\n\nDerivative Financial Instruments\n\nThe following tables represent the fair value hierarchy for the financial assets and liabilities measured at fair value as of March 31, 2026.\n\nDescriptionLevel 1Level 2Level 3\n\nAssets\n\nForeign exchange derivative instruments$246 \n\nTotal financial assets$— $246 $— \n\nForeign exchange derivative instruments\n\nThe Company economically hedges certain portions of exposure to foreign currency exchange risk by entering into derivative transactions. The derivative instruments are recognized as either prepaid expenses and other current assets or accounts payable and accrued expenses on the unaudited condensed consolidated balance sheet at estimated fair value. The Company recognizes amounts subject to master netting arrangements on a net basis in the unaudited condensed consolidated balance sheet. During the three months ended March 31, 2026, the Company did not enter into any derivative arrangements and did not have any recurring fair value measurements as of March 31, 2026.\n\n24\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nThe Company’s derivative financial instruments are valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.\n\nThe aggregate notional value of these contracts was $4.4 million at March 31, 2026 and $8.8 million at December 31, 2025.\n\nUnrealized and realized losses, net, related to derivative instruments were $0.1 million and $0, for the three months ended March 31, 2026 and 2025, respectively. Realized losses and unrealized gains are recorded in other (expense) income, net in the consolidated statement of operations and comprehensive loss. Cash flows from the foreign currency forward contracts are included in operating activities.\n\nClass P Units\n\nAs discussed in Note 9 – Stockholders' Equity/Member's Capital and Temporary Equity, the automatic conversion (in substance share-settled redemption) feature of the Class P Units upon a Qualified IPO requires bifurcation between (i) the host contract, and (ii) the bifurcated derivative liability. The proceeds from issuance were first allocated to the fair value of the bifurcated derivative with the residual being allocated to the host contract. The bifurcated derivative is remeasured to fair value at each reporting period with changes in fair value recorded in the consolidated statement of operations and comprehensive loss.\n\nUpon IPO and conversion of the Class P Units into shares of the Company's common stock, the derivative liability for the Class P Units was remeasured to fair value of $98.1 million. The Company recognized a loss of $4.7 million for the three months ended March 31, 2026 in other (expense) income, net in the consolidated statements of operations and comprehensive loss.\n\nThe Company estimated the fair value of the derivative liability using the “with” or “without” approach. As the fair value of the derivative liability was determined using a valuation model that incorporates significant unobservable inputs, the derivative liability is classified as a Level 3 fair value measurement. The Level 3 fair value inputs used in determining the fair value of the derivative liability associated with the Class P Units include time to Qualified IPO or unit redemption, probability of each event, risk-free rate, and discount rate.\n\nNote 13. Commitments and Contingencies\n\nThe Company may be involved in legal proceedings from time to time. The Company has assessed its positions and is of the opinion that, currently, the ultimate resolution of such matters will not have a material adverse effect on the results of operations, cash flows or the financial position of the Company.\n\nNote 14. Related Parties\n\nThe related party transactions for the Company are as follows:\n\nAEI Consulting Agreement\n\nAE Industrial Partners, the Company's largest stockholder, provided $0.5 million and $0.3 million of consulting services to the Company for the three months ended March 31, 2026 and 2025, respectively. An amended consulting agreement was executed in connection with the IPO which provides for the Company to pay a consulting fee of $2.4 million per year. The amended agreement expires the earlier of January 2028 or when AE Industrial Partners beneficially owns less than 10% of the outstanding shares of the Company's common stock. These consulting fees are recorded in selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss.\n\nVendor Purchases\n\n25\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nThe Company contracted with a vendor in which one of the Company’s employees is a shareholder to provide software engineering services to the Company. During the three months ended March 31, 2026 and 2025 the Company paid approximately $0.3 million and $0.5 million, respectively, to this vendor for these services.\n\nThe Company contracted with a design studio owned by one of the Company's officers and his spouse and managed by the spouse to design, furnish and build out the offices and manufacturing areas for its new facilities. During the three months ended March 31, 2026 and 2025, the Company paid approximately $0.3 million and $0, respectively, for these services.\n\nNote 15. Segment Reporting\n\nThe Company operates in one operating segment and one reportable segment, and as a result, manages its operations and allocates resources as a single operating segment. space infrastructure, which comprises all of its operations. The Company’s Chief Operating Decision Maker (\"CODM\") is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The CODM uses consolidated net income or loss that is also reported on the consolidated statements of operations and comprehensive income (loss) to evaluate the return on assets and determine strategic initiatives related to product development and new technologies to meet the growing demands of the Company’s unique customers. Consolidated net income (loss) is used to monitor budget versus actual results.\n\nThe measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total assets. There are no other significant segment assets that would require disclosure or are regularly provided to the CODM. The Company has no intra-segment sales or transfers as it operates in one operating segment and one reportable segment. Information related to the geographical distribution of the Company’s revenues is disclosed in Note 2—Summary of Significant Accounting Policies.\n\nAt March 31, 2026 and December 31, 2025, $44.5 million and $40.4 million, respectively of the Company’s fixed assets, net are located in the United States. There were no other material tangible long-lived assets located outside of the U.S., individually or in the aggregate.\n\nSignificant expenses included within consolidated net loss have been assessed and disclosed in the table below:\n\nFor the three months ended\n\nMarch 31, 2026March 31, 2025\n\nRevenue$116,343 $106,252 \n\nLess:\n\nDirect materials76,298 70,950 \n\nSelling, general and administrative expenses36,706 26,801 \n\nStock-based compensation expense84,696 — \n\nResearch and development5,289 4,401 \n\nTransaction costs5,925 31 \n\nInterest expense2,899 7,059 \n\nInterest income (4,620)(541)\n\nOther (expense) income, net6,207 (114)\n\nIncome tax benefit (110)(1,306)\n\nOther segment items (a)17,895 10,700 \n\nNet loss $(114,842)$(11,729)\n\n(a)Other segment items is comprised of other costs of revenue excluding direct materials, including direct labor, overhead costs and depreciation and amortization\n\n26\n\n[Table of Contents](#ieb4f687ead044f3ea28adec37716f865_7)\n\nYork Space Systems Inc.\n\nNotes to Condensed Consolidated Financial Statements (Unaudited)\n\n(Dollars in thousands, except shares, units, per share and per unit amounts)\n\nNote 16. Subsequent Events\n\nOn April 29, 2026, we entered into an Agreement and Plan of Merger (the \"All.Space Merger Agreement\") with All.Space Holdings, Inc. (\"All.Space\"). Pursuant to the All.Space Merger Agreement, the Company agreed to undertake a series of contributions, after which the Company will acquire the outstanding equity interests of All.Space which will become an indirect wholly owned subsidiary of the Company. The purchase price to be paid by the Company is $355 million, which will be comprised of approximately $155 million in cash and the issuance of up to 5.9 million shares. The transaction is subject to customary closing conditions, including the receipt of all required regulatory approvals and clearances (or, where applicable, the expiration or termination of waiting periods), including those relating to antitrust, foreign investment and telecommunications matters. We expect the transaction to close in the second half of 2026.\n\n27"}