We are also pleased to welcome
As offshore activity strengthens through the remainder of 2026, we believe Nauticus is increasingly well positioned to benefit from improved fleet readiness, continued technology advancement, and a growing pipeline of commercial opportunities."
STRATEGIC AND OPERATIONAL HIGHLIGHTS
Expansion into
During the first quarter, Nauticus continued advancing its international expansion strategy across the
Nauticus also engaged a
Offshore Operations and Fleet Readiness
While first quarter offshore activity was impacted by expected seasonal softness, Nauticus used the period to complete significant annual maintenance, refurbishment, and readiness activities across several remotely operated vehicle (ROV) systems. These efforts are intended to position the Company's fleet for increased utilization as offshore activity improves through the remainder of 2026.
The Company continues to pursue opportunities across offshore oil and gas, offshore wind, and defense-related applications in the Gulf of America, both
Advancement of Nauticus ToolKITT™ Platform
Nauticus continued advancing integration of Nauticus ToolKITT™, the Company's proprietary autonomy software platform, across its subsea systems. The Company also continued integrating new high-definition camera systems and other advanced sensor technologies into its vehicle systems to enhance navigation, operational efficiency, data quality, and customer value.
Management believes Nauticus ToolKITT™ remains one of the most advanced commercially deployable autonomy software platforms currently available for subsea vehicles and sees continued opportunity for future software licensing, technology-driven services, and autonomy-driven commercial offerings.
Commercial Leadership Expansion
This month, Nauticus appointed
The Company expects this expanded commercial leadership structure to support future growth across software licensing, offshore services, hardware sales, strategic partnerships, and international expansion initiatives.
CUSTOMER DEMAND AND OUTLOOK
As Nauticus moves through 2026, the Company remains focused on expanding commercial activity across offshore energy, defense, and international markets. The Company is also increasing its emphasis on technology-driven revenue opportunities, including autonomy software licensing, technology-enabled services, and strategic international partnerships.
Management believes improving offshore activity levels, combined with continued investment in operational capabilities, fleet readiness, commercial infrastructure, and international market development, position Nauticus to pursue additional opportunities throughout the remainder of 2026.
FINANCIAL HIGHLIGHTS
Revenue: Nauticus reported first-quarter revenue of
Operating Expenses: Total expenses during the first quarter were
Adjusted Net Loss: Nauticus reported adjusted net loss of
Net Loss: For the first quarter, Nauticus recorded a net loss of
G&A Cost: Nauticus reported G&A first-quarter costs of
Balance Sheet and Liquidity
As of
CONFERENCE CALL DETAILS
Nauticus will host a conference call on
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Act"), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus' products; estimated operating results and use of cash; and Nauticus' use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "intends," or "continue" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus' management's current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the "
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | |||
|
| ||
(Unaudited) | |||
Assets | |||
Current Assets: | |||
Cash and cash equivalents | 5,285,230 | 7,016,610 | |
Restricted cash | 602,796 | 600,342 | |
Accounts receivable, net | - | 378,683 | |
Prepaid expenses | 1,511,810 | 1,055,324 | |
Other current assets | 190,533 | 203,025 | |
Total Current Assets | 7,590,369 | 9,253,984 | |
Property and equipment, net | 21,251,878 | 21,827,769 | |
Operating lease right-of-use assets, net | 467,140 | 559,005 | |
Other assets | 71,290 | 91,276 | |
9,600,745 | 9,600,745 | ||
Intangible assets, net | 1,228,016 | 1,276,916 | |
Total Assets | |||
Liabilities and Stockholders' Equity | |||
Current Liabilities: | |||
Accounts payable | 1,158,759 | 3,128,459 | |
Accrued liabilities | 9,667,067 | 9,807,668 | |
Operating lease liabilities - current | 446,572 | 434,200 | |
Notes payable - current | 2,873,598 | 2,628,234 | |
| 1,298,728 | 163,672 | |
Senior Secured Convertible Term Loan - current, net of | 14,752,299 | 14,113,871 | |
Senior Secured Convertible Term Loan - current, net of | 4,974,978 | 4,939,247 | |
Other liabilities | 178,188 | 160,110 | |
Total Current Liabilities | 35,350,189 | 35,375,461 | |
Warrant liabilities | 8,262 | 11,281 | |
Operating lease liabilities - long-term | 87,925 | 203,547 | |
Derivative liability | 515,827 | - | |
Total Liabilities | |||
Stockholders' Deficit | |||
Series A Convertible Preferred Stock | 1 | 1 | |
Series B Convertible Preferred Stock | - | - | |
Series C Convertible Preferred Stock | - | - | |
Common stock, | 429 | 360 | |
Additional paid-in capital | 337,266,475 | 330,581,384 | |
Accumulated other comprehensive income | (42,229) | (42,229) | |
Accumulated deficit | (332,977,441) | (323,520,110) | |
Total Stockholders' Equity | 4,247,235 | 7,019,406 | |
Total Liabilities and Stockholders' Equity | |||
*Reflects the 1-for-9 reverse split effected |
Unaudited Condensed Consolidated Statements of Operations | |||||
Three Months Ended | |||||
Revenue: | |||||
Service | |||||
Total revenue | 159,575 | 1,057,298 | 165,256 | ||
Costs and expenses: | |||||
Cost of revenue (exclusive of items shown separately | 1,993,894 | 3,326,630 | 1,238,957 | ||
Depreciation and amortization | 624,791 | 699,067 | 480,376 | ||
General and administrative | 3,224,907 | 2,645,694 | 4,359,686 | ||
Total costs and expenses | 5,843,592 | 6,671,391 | 6,079,019 | ||
Operating loss | (5,684,017) | (5,614,093) | (5,913,763) | ||
Other (income) expense, net: | |||||
Other (income) expense, net | (3,145) | (102,271) | (137,397) | ||
Foreign currency transaction loss | 970 | 2,179 | 3,267 | ||
Loss on extinguishment of debt | 929,508 | 6,371,971 | - | ||
Change in fair value of derivative | 515,827 | - | - | ||
Change in fair value of warrant liabilities | (3,019) | (24,894) | (50,888) | ||
Change in fair value of | 1,188,840 | 2,119,726 | 723,926 | ||
Interest expense, net | 953,083 | 5,186,289 | 1,114,516 | ||
Total other expense, net | 3,582,064 | 13,553,000 | 1,653,424 | ||
Net loss | |||||
Basic and diluted loss per share | |||||
Basic and diluted weighted average shares outstanding* | 3,840,563 | 1,516,355 | 381,215 | ||
* Reflects the 1-for-9 reverse split effected |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Three Months Ended | |||
2026 | 2025 | ||
Cash flows from operating activities: | |||
Net loss | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 624,791 | 480,376 | |
Accretion of debt discount | 9,976 | 9,895 | |
Amortization of debt issuance cost | 111,840 | 173,447 | |
Capitalized paid-in-kind (PIK) interest | 179,939 | 166,882 | |
Accretion of exit fee | 12,600 | 24,152 | |
Stock-based compensation | 225,552 | 312,679 | |
Change in fair value of warrant liabilities | (3,019) | (50,888) | |
Change in fair value of | 1,188,840 | 723,926 | |
Loss on extinguishment of debt | 929,508 | - | |
Change in fair value of derivative | 515,827 | - | |
Non-cash lease expense | 91,865 | 95,247 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 378,683 | (115,200) | |
Other assets | (424,008) | (281,542) | |
Accounts payable and accrued liabilities | (1,478,833) | (517,629) | |
Operating lease liabilities | (103,249) | (103,552) | |
Net cash used in operating activities | (7,005,769) | (6,649,394) | |
Cash flows from investing activities: | |||
Capital expenditures | - | (47,989) | |
Acquisition of business, net of cash acquired | - | (3,871,992) | |
Net cash used in investing activities | - | (3,919,981) | |
Cash flows from financing activities: | |||
Proceeds from At the Market (ATM) offering, net | 2,343,144 | 19,438,121 | |
Proceeds from | 2,960,000 | - | |
Repayment on AmeriState Loan | (26,301) | - | |
Net cash provided by financing activities | 5,276,843 | 19,438,121 | |
Net change in cash and cash equivalents | (1,728,926) | 8,868,746 | |
Cash, cash equivalents and restricted cash, beginning of period | 7,616,952 | 1,238,198 | |
Cash, cash equivalents and restricted cash, end of period | |||
Unaudited Reconciliation of Net Loss Attributable to Common Stockholders (GAAP) to Adjusted Net Loss Attributable to Common Stockholders (NON-GAAP)
Adjusted net loss attributable to common stockholders is a non-GAAP financial measure which excludes certain items that are included in net loss attributable to common stockholders, the most directly comparable GAAP financial measure. Items excluded are those which the Company believes affect the comparability of operating results and are typically excluded from published estimates by the investment community, including items whose timing and/or amount cannot be reasonably estimated or are non-recurring.
Adjusted net loss attributable to common stockholders is presented because management believes it provides useful additional information to investors for analysis of the Company's fundamental business on a recurring basis. In addition, management believes that adjusted net loss attributable to common stockholders is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies such as Nauticus.
Adjusted net loss attributable to common stockholders should not be considered in isolation or as a substitute for net loss attributable to common stockholders or any other measure of a company's financial performance or profitability presented in accordance with GAAP. A reconciliation of the differences between net loss attributable to common stockholders and adjusted net loss attributable to common stockholders is presented below. Because adjusted net loss attributable to common stockholders excludes some, but not all, items that affect net loss attributable to common stockholders and may vary among companies, our calculation of adjusted net loss attributable to common stockholders may not be comparable to similarly titled measures of other companies.
Three Months Ended | |||||
Net loss attributable to common stockholders | (9,457,331) | (44,732,744) | (7,567,187) | ||
Loss on extinguishment of debt | 929,508 | 6,371,971 | - | ||
Change in fair value of derivative | 515,827 | - | - | ||
Change in fair value of warrant liabilities | (3,019) | (24,894) | (50,888) | ||
Change in fair value of | 1,188,840 | 2,119,726 | 723,926 | ||
Preferred stock dividend | 191,250 | 1,006,000 | - | ||
Deemed dividends for Series A, B and C | - | 24,559,650 | - | ||
Stock compensation expense | 225,552 | 328,315 | 312,679 | ||
Adjusted net loss attributable to common | |||||
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