Press Release: Innventure Reports Fourth Quarter and Full Year 2024 Results

Dow Jones
04-11

Innventure Reports Fourth Quarter and Full Year 2024 Results

Accelsius and AeroFlexx started generating revenue with expectations to grow in 2025

Founded fourth company, Refinity, to commercialize cost-effective conversion of mixed plastic wastes to petrochemical feedstocks in collaboration with The Dow Chemical Company

ORLANDO, Fla., April 11, 2025 (GLOBE NEWSWIRE) -- Innventure, Inc. (NASDAQ: INV) ("Innventure"), a technology commercialization platform, today announced financial results for the quarter and year ended December 31, 2024.

"2024 was a seminal year for Innventure, highlighted by commercial delivery of product for both Accelsius and AeroFlexx, the October close of our business combination and subsequent public listing, and the launch of our fourth operating company, Refinity, in mid-December." said Bill Haskell, Innventure's Chief Executive Officer. "Momentum has continued into 2025 and we expect even more exciting developments throughout the year as we continue our journey as a publicly traded technology commercialization platform."

Conference Call and Webcast

A conference call to discuss these results has been scheduled for 11:00 a.m. ET on April 11, 2025. The event will be webcasted live via Innventure's investor relations website https://ir.innventure.com/ or via this link.

Parties interested in joining via teleconference can register using this link: https://register-conf.media-server.com/register/BIf41bc3411b8f4b8c935d6895015728c1

After registering, you will be provided dial in details and a unique dial-in PIN. Registration is open through the live call, but to ensure you are connected for the full call, we suggest registering in advance.

Innventure will also post a slide presentation to accompany the prepared remarks to its investor relations website https://ir.innventure.com/ shortly before the of the start of the event.

About Innventure

Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology solutions acquired or licensed from multinational corporations. As owner-operators, Innventure takes what it believes to be breakthrough technologies from early evaluation to scaled commercialization utilizing an approach designed to help mitigate risk as it builds disruptive companies it believes have the potential to achieve a target enterprise value of at least $1 billion. Innventure defines "disruptive" as innovations that have the ability to significantly change the way businesses, industries, markets and/or consumers operate.

Non-GAAP Financial Measures

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP) to supplement our consolidated financial statements. These non-GAAP financial measures provide additional information to investors to facilitate comparisons of past and present operating results, identify trends in our underlying operating performance, and offer greater transparency on how we evaluate our business activities. These measures are integral to our processes for budgeting, managing operations, making strategic decisions, and evaluating our performance.

Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items, non-recurring expenses, and other items that are not indicative of our core operating activities. These may include stock-based compensation, acquisition costs, and other financial items. We believe Adjusted EBITDA is valuable for investors and analysts as it provides additional insight into our operational performance, excluding the impacts of certain financing, investing, and other non-operational activities. This measure helps in comparing our current operating results with prior periods and with those of other companies in our industry. It is also used internally for allocating resources efficiently, assessing the economic outcomes of acquisitions and strategic decisions, and evaluating the performance of our management team.

There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for capital expenditures and contractual commitments, and changes in or cash requirements for working capital needs. Adjusted EBITDA also omits significant interest expenses and related cash requirements for interest and payments. While depreciation and amortization are non-cash charges, the associated assets will often need to be replaced in the future, and Adjusted EBITDA does not reflect the cash required for such replacements. Additionally, Adjusted EBITDA does not account for income or other taxes or necessary cash tax payments.

Investors should use caution when comparing our non-GAAP measure to similar metrics used by other companies, as definitions can vary. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP financial measures.

In presenting Adjusted EBITDA, we aim to provide investors with an additional tool for assessing the operational performance of our business. It serves as a useful complement to our GAAP results, offering a more comprehensive understanding of our financial health and operational efficiencies.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Innventure's (the "Company's") future financial or operating performance, expectations regarding new contractual arrangements, anticipated product line expansions and product testing and market acceptance, and these statements may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "will," "potential," "predict," "should," "would" and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current assumptions and expectations of future events that are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the Company's public filings made with the Securities and Exchange Commission and the following: (a) the Company's and its subsidiaries' ability to execute on strategies and achieve future financial performance, including their respective future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and the Company's and its subsidiaries' ability to invest in growth initiatives; (b) the implementation, market acceptance and success of the Company's and its subsidiaries' business models and growth strategies; (c) the Company's and its subsidiaries' future capital requirements and sources and uses of cash; (d) the Company's access to funds under the Standby Equity Purchase Agreement with YA II PN, Ltd. ("YA") or the Securities Purchase Agreement and related convertible debentures with YA due to certain conditions, restrictions and limitations set forth therein; (e) certain restrictions and limitations set forth in the Company's debt instruments, which may impair the Company's financial and operating flexibility; (f) the Company and its subsidiaries ability to generate liquidity and maintain sufficient capital to operate as anticipated; (g) the Company's and its subsidiaries' ability to obtain funding for their operations and future growth and to continue as going concerns; (h) the risk that the technology solutions that the Company and its subsidiaries license or acquire from third parties or develop internally may not function as anticipated or provide the benefits anticipated; (i) developments and projections relating to the Company's and its subsidiaries' competitors and industry; (j) the ability of the Company and its subsidiaries to scale the operations of their businesses; (k) the ability of the Company and its subsidiaries to establish substantial commercial sales of their products; (l) the ability of the Company and its subsidiaries to compete against companies with greater capital and other resources or superior technology or products; (m) the Company and its subsidiaries' ability to meet, and to continue to meet, applicable regulatory requirements for the use of their respective products and the numerous regulatory requirements generally applicable to their businesses; (m) the outcome of any legal proceedings against the Company or its subsidiaries; (o) the Company's ability to find future opportunities to license or acquire breakthrough technology solutions from multinational corporations or other third parties ("Technology Solutions Provider") and to satisfy the requirements imposed by or to avoid disagreements with its current and future Technology Solutions Providers; (p) the risk that the launch of new companies

distracts the Company's management from its other subsidiaries and their operations; (q) the risk that the Company may be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrictions on its activities; (r) the ability of the Company and its subsidiaries to sufficiently protect their intellectual property rights and to avoid or resolve in a timely and cost-effective manner any disputes that may arise relating to its use of the intellectual property of third parties; (s) the risk of a cyber-attack or a failure of the Company's or its subsidiaries' information technology and data security infrastructure; (t) geopolitical risk and changes in applicable laws or regulations; (u) potential adverse effects of other economic, business, and/or competitive factors; (v) operational risks related to the Company and its subsidiaries that have limited or no operating history; and (w) limited liquidity and trading of the Company's securities.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Media Contact: Laurie Steinberg, Solebury Strategic Communications

press@innventure.com

Investor Relations Contact: Sloan Bohlen, Solebury Strategic Communications

investorrelations@innventure.com

 
 
                   Innventure, Inc. and Subsidiaries 
                       Consolidated Balance Sheets 
           (in thousands, except share and per share amounts) 
 
                                   Successor            Predecessor 
                              -------------------  --------------------- 
                               December 31, 2024     December 31, 2023 
                              -------------------  --------------------- 
Assets 
   Cash, cash equivalents 
    and restricted cash        $          11,119    $           2,575 
   Accounts receivable                       283                   -- 
   Due from related parties                4,536                2,602 
   Inventories                             5,178                   -- 
   Prepaid expenses and 
    other current assets                   3,170                  487 
                                  --------------       -------------- 
Total Current Assets                      24,286                5,664 
   Investments                            28,734               14,167 
   Property, plant and 
    equipment, net                         1,414                  637 
   Intangible assets, net                182,153                   -- 
   Goodwill                              667,936                   -- 
   Other assets                              766                1,096 
                                  --------------       -------------- 
Total Assets                   $         905,289    $          21,564 
Liabilities and 
Stockholders' Deficit 
   Accounts payable            $           3,248    $              93 
   Accrued employee benefits               9,273                3,779 
   Accrued expenses                        2,477                1,009 
   Related party payables                     --                  347 
   Related party notes 
    payable - current                     14,000                1,000 
   Notes payable - current                   625                  912 
   Patent installment 
    payable - current                      1,225                  775 
   Obligation to issue 
   equity                                  4,158                   -- 
   Warrant liability                      34,023                   -- 
   Other current liabilities                 318                  253 
                                  --------------       -------------- 
Total Current Liabilities                 69,347                8,168 
   Notes payable, net of 
    current portion                       13,654                  999 
   Convertible promissory 
    note, net                                 --                1,120 
   Convertible promissory 
    note due to related 
    party, net                                --                3,381 
   Embedded derivative 
    liability                                 --                1,994 
   Earnout liability                      14,752                   -- 
   Stock-based compensation 
   liability                               1,160                   -- 
   Patent installment 
    payable, net of current               12,375               13,075 
   Deferred income taxes                  27,893                   -- 
   Other liabilities                         355                  683 
                                  --------------       -------------- 
Total Liabilities                        139,536               29,420 
Commitments and 
Contingencies (Note 19) 
Mezzanine Capital 
   Redeemable Class I Units, 
    no par value, 1,000,000 
    units authorized, issued 
    and outstanding as of 
    December 31, 2023                         --                2,912 
   Redeemable Class PCTA 
    Units, no par value, 
    3,982,675 units 
    authorized, issued and 
    outstanding as of 
    December 31, 2023                         --                7,718 
Stockholders' Equity / 
Unitholders' Deficit 
   Class B Preferred Units, 
    no par value, 4,639,557 
    units authorized, and 
    4,109,961 units issued 
    and outstanding as of 
    December 31, 2023                         --               38,122 
   Class B-1 Preferred 
    Units, no par value, 
    2,600,000 units 
    authorized, and 342,608 
    units issued and 
    outstanding as of 
    December 31, 2023                         --                3,323 
   Class A Units, no par 
    value, 10,975,000 units 
    authorized, and 
    10,875,000 units issued 
    and outstanding as of 
    December 31, 2023                         --                1,950 
   Class C Units, no par 
    value, 1,585,125 units 
    authorized, and 
    1,570,125 units issued 
    and outstanding as of 
    December 31, 2023                         --                  844 
   Preferred Stock, $0.0001 
   par value, 25,000,000 
   shares authorized, and 
   1,102,000 shares issued 
   and outstanding as of 
   December 31, 2024                          --                   -- 
   Common Stock, $0.0001 par 
   value, 250,000,000 shares 
   authorized, and 
   44,597,154 shares issued 
   and outstanding as of 
   December 31, 2024                           4                   -- 
   Additional paid-in 
   capital                               502,865                   -- 
   Accumulated other 
   comprehensive gain 
   (loss)                                    909                   -- 
   Accumulated deficit                   (78,802)             (64,284) 
                                  --------------       -------------- 
Total Innventure, Inc., 
 Stockholders' Equity/ 
 Innventure LLC Unitholders' 
 Deficit                                 424,976              (20,045) 
   Non-controlling interest              340,777                1,559 
                                  --------------       -------------- 
Total Stockholders' Equity/ 
 Unitholders' Deficit                    765,753              (18,486) 
                                  --------------       -------------- 
Total Liabilities, Mezzanine 
 Capital and Equity            $         905,289    $          21,564 
                                  --------------       -------------- 
 

See accompanying notes to consolidated financial statements.

 
 
              Innventure, Inc. and Subsidiaries 
    Consolidated Statements of Operations and Comprehensive 
                         Income (Loss) 
      (in thousands, except share and per share amounts) 
 
                           Successor         Predecessor 
                          ------------  ---------------------- 
                                         January 
                           October 2,    1, 2024 
                          2024 through   through   Year ended 
                          December 31,   October    December 
                              2024       1, 2024    31, 2023 
                          ------------  ---------  ----------- 
Revenue                   $       456   $    764   $  1,117 
 
Operating Expenses 
    Cost of sales               3,752        777         -- 
    General and 
     administrative            29,652     26,608     17,589 
    Sales and marketing         2,009      4,178      3,205 
    Research and 
     development                5,340      5,978      4,001 
                           ----------    -------    ------- 
Total Operating Expenses       40,753     37,541     24,795 
 
Loss from Operations          (40,297)   (36,777)   (23,678) 
 
Non-operating (Expense) 
and Income 
    Interest expense, 
     net                       (1,132)    (1,300)    (1,224) 
    Net gain (loss) from 
     investments                   --     11,547     (6,448) 
    Net (loss) gain on 
     investments - due 
     to related parties            --       (468)       232 
    Change in fair value 
     of financial 
     liabilities              (20,946)      (478)       766 
    Equity method 
     investment (loss) 
     income                      (902)       893       (632) 
    Loss on conversion 
     of promissory 
     notes                         --     (1,119)        -- 
    Write-off of loan 
     commitment fee 
     asset                    (10,041)        --         -- 
    Miscellaneous other 
     expense                      (57)       (64)        -- 
                           ----------    -------    ------- 
Total Non-operating 
 (Expense) Income             (33,078)     9,011     (7,306) 
                           ----------    -------    ------- 
Loss before Income Taxes      (73,375)   (27,766)   (30,984) 
    Income tax expense 
     (benefit)                 (2,742)       432         -- 
                           ----------    -------    ------- 
Net Loss                      (70,633)   (28,198)   (30,984) 
     Less: net loss 
     attributable to 
      Non-redeemable 
       non-controlling 
       interest                (8,339)   (11,762)      (139) 
                           ----------    -------    ------- 
Net Loss Attributable to 
 Innventure, Inc. 
 Stockholders / 
 Innventure LLC 
 Unitholders                  (62,294)   (16,436)   (30,845) 
                           ----------    -------    ------- 
 
    Basic and diluted 
     loss per share       $     (1.42) 
    Basic and diluted 
     weighted average 
     common shares         43,951,279 
 
Other comprehensive 
income, net of taxes: 
     Unrealized gain on 
      available-for-sale 
      debt securities - 
      related party               909         62         -- 
                           ----------    -------    ------- 
Total other 
 comprehensive loss, net 
 of taxes                         909         62         -- 
 
Total comprehensive 
 loss, net of taxes           (69,724)   (28,136)   (30,984) 
     Less: comprehensive 
     income attributable 
     to 
      Non-redeemable 
       non-controlling 
       interest                (8,339)   (11,762)      (139) 
                           ----------    -------    ------- 
Net Comprehensive Loss 
 Attributable to 
 Innventure, Inc. 
 Stockholders / 
 Innventure LLC 
 Unitholders              $   (61,385)  $(16,374)  $(30,845) 
                           ----------    -------    ------- 
 
 

See accompanying notes to consolidated financial statements.

 
 
                   Innventure, Inc. and Subsidiaries 
         Consolidated Statements of Changes in Mezzanine Capital 
                              (Predecessor) 
           (in thousands, except share and per share amounts) 
 
                     Class I Amount      Class PCTA Amount      Total 
                   ------------------  ---------------------  ---------- 
December 31, 2022   $       2,984        $        12,882      $15,866 
    Proceeds from 
     capital 
     calls to 
     unitholders              130                     --          130 
    Accretion of 
     redeemable 
     units to 
     redemption 
     value                   (202)                (5,164)      (5,366) 
                       ----------      ---  ------------       ------ 
December 31, 2023           2,912                  7,718       10,630 
    Accretion of 
     redeemable 
     units to 
     redemption 
     value                  1,565                 10,385       11,950 
                       ----------      ---  ------------       ------ 
October 1, 2024     $       4,477        $        18,103      $22,580 
                       ----------      ---  ------------       ------ 
 
 

See accompanying notes to consolidated financial statements.

 
 
                                                 Innventure, Inc. and Subsidiaries 
                                        Consolidated Statements of Changes in Stockholders' 
                                                               Equity 
                                         (in thousands, except share and per share amounts) 
 
                                                                                                                        Total 
                       Class B     Class B-1   Class             Accumulated    Accumulated     Non-Controlling      Unitholders' 
                      Preferred    Preferred     A     Class C     Deficit          OCI            Interest            Deficit 
                     -----------  -----------  ------  -------  -------------  -------------  -------------------  ---------------- 
December 31, 2022 
 (Predecessor)        $   20,803   $    3,323  $1,950   $  639   $   (38,564)      $      --   $       656          $   (11,193) 
   Net loss                   --           --      --       --       (30,845)             --          (139)             (30,984) 
   Non-controlling 
    interest 
    acquired                  --           --      --       --            --              --           337                  337 
   Issuance of 
    units, net of 
    issuance costs        17,319           --      --       --            --              --            --               17,319 
   Unit-based 
    compensation              --           --      --      205            --              --           705                  910 
   Distributions to 
    unitholders               --           --      --       --          (241)             --            --                 (241) 
   Accretion of 
    redeemable 
    units to 
    redemption 
    value                     --           --      --       --         5,366              --            --                5,366 
                         -------      -------   -----      ---      --------   -----  ------      --------  -----      -------- 
December 31, 2023 
 (Predecessor)            38,122        3,323   1,950      844       (64,284)             --         1,559              (18,486) 
   Net loss                   --           --      --       --       (16,436)             --       (11,762)             (28,198) 
   Other 
    comprehensive 
    loss, net of 
    taxes                     --           --      --       --            --              62            --                   62 
   Units issued to 
    non-controlling 
    interest                  --           --      --       --            --              --        13,921               13,921 
   Issuance of 
    units, net of 
    issuance costs        13,561           --      --       --            --              --            --               13,561 
   Unit-based 
    compensation              --           --      --      137            --              --           919                1,056 
   Issuance of 
    units to 
    non-controlling 
    interest in 
    exchange of 
    convertible 
    promissory 
    notes                     --           --      --       --            --              --         8,443                8,443 
   Accretion of 
    redeemable 
    units to 
    redemption 
    value                     --           --      --       --       (11,950)             --            --              (11,950) 
                         -------      -------   -----      ---      --------   -----  ------      --------  -----      -------- 
October 1, 2024 
 (Predecessor)        $   51,683   $    3,323  $1,950   $  981   $   (92,670)      $      62   $    13,080          $   (21,591) 
                         -------      -------   -----      ---      --------   -----  ------      --------  -----      -------- 
 
 

See accompanying notes to consolidated financial statements.

 
 
                                                        Innventure, Inc. and Subsidiaries 
                                                Consolidated Statements of Changes in Stockholders' 
                                                                      Equity 
                                                (in thousands, except share and per share amounts) 
 
                     Series B Preferred 
                            Stock             Common Stock 
                                                                 Additional                                                            Total 
                                                                  Paid-In      Accumulated    Accumulated     Non-Controlling      Stockholders' 
                      Shares     Amount     Shares     Amount     Capital        Deficit          OCI            Interest             Equity 
                     ---------  --------  ----------  --------  ------------  -------------  -------------  -------------------  ----------------- 
October 2, 2024 
 (Successor)                --   $    --          --   $    --   $   11,342    $   (15,845)     $       --     $         --        $    (4,503) 
  Effect of 
   acquisition of 
   Innventure LLC           --        --  43,589,850         4      461,064             --              --          343,030            804,098 
  Reclassification 
   of warrants from 
   liability to 
   equity                   --        --          --        --        1,265             --              --               --              1,265 
  Issuance of 
   common shares, 
   net of issuance 
   costs                    --        --     160,000        --        2,083             --              --               --              2,083 
  Issuance of 
   preferred 
   shares, net of 
   issuance costs    1,102,000        --          --        --        9,965             --              --               --              9,965 
  Issuance of 
   common shares 
   from warrant 
   exercises                --        --     259,309        --        2,982             --              --               --              2,982 
  Net loss                  --        --          --        --           --        (62,294)             --           (8,339)           (70,633) 
  Other 
   comprehensive 
   gain, net of 
   taxes                    --        --          --        --           --             --             909               --                909 
  Non-controlling 
   interest 
   acquired                 --        --          --        --           --             --              --            4,129              4,129 
  Distributions to 
   Stockholders             --        --          --        --           --           (663)             --               --               (663) 
  Vesting of 
  contingent at 
  risk sponsor 
  shares                    --        --     587,995        --           --             --              --               --                 -- 
  Stock-based 
   compensation             --        --          --        --       14,381             --              --            1,957             16,338 
  Accrued preferred 
   dividends                --        --          --        --         (217)            --              --               --               (217) 
                     ---------      ----  ----------      ----      -------       --------   ----  -------  ----  ---------      ---  -------- 
December 31, 2024 
 (Successor)         1,102,000   $    --  44,597,154   $     4   $  502,865    $   (78,802)     $      909     $    340,777        $   765,753 
                     ---------      ----  ----------      ----      -------       --------   ----  -------  ----  ---------      ---  -------- 
 
 

See accompanying notes to consolidated financial statements.

 
 
                  Innventure, Inc. and Subsidiaries 
                 Consolidated Statements of Cash Flows 
          (in thousands, except share and per share amounts) 
 
                         Successor               Predecessor 
                      ---------------  ------------------------------- 
                      October 2, 2024   January 1, 
                          through      2024 through      Year ended 
                       December 31,     October 1,      December 31, 
                           2024            2024             2023 
                      ---------------  -------------  ---------------- 
Cash Flows Used in 
Operating 
Activities 
    Net loss           $  (70,633)      $   (28,198)   $   (30,984) 
  Adjustments to 
  reconcile net loss 
  to net cash and 
  cash equivalents 
  used in operating 
  activities: 
    Stock-based 
     compensation          16,338             1,056            910 
    Interest income 
     on debt 
     securities - 
     related party           (106)             (110)            -- 
    Change in fair 
     value of 
     financial 
     liabilities           20,946               478           (766) 
    Change in fair 
     value of 
     payables due to 
     related 
     parties                   --               468           (232) 
    Write-off of 
    loan commitment 
    fee asset              10,041                --             -- 
    Non-cash 
     interest 
     expense on 
     notes payable            248               351            487 
    Net (gain) loss 
     on investments            --           (11,547)         6,448 
    Equity method 
     investment gain 
     (loss)                   902              (893)           632 
    Loss on 
    conversion of 
    promissory 
    notes                      --             1,119             -- 
    Deferred income 
     taxes                 (2,760)              432             -- 
    Depreciation and 
     amortization           5,455               146              8 
    Payment of 
     patent 
     installment               --              (250)            -- 
    Non-cash rent 
     costs                     63               185            192 
    Accrued unpaid 
     interest on 
     note payable              69               930             -- 
    Changes in 
    operating assets 
    and 
    liabilities: 
      Accounts 
       receivable            (166)             (117)            -- 
      Prepaid 
       expenses and 
       other current 
       assets              (1,301)           (1,353)          (218) 
      Inventory            (2,354)           (2,824)            -- 
      Accounts 
       payable            (11,211)            6,013              9 
      Accrued 
       employee 
       benefits             1,656             3,838          3,181 
      Accrued 
       expenses              (484)              674          1,230 
      Stock-based 
      compensation 
      liability             1,160                --             -- 
      Other current 
       liabilities            (77)             (146)          (155) 
      Obligation to 
       issue equity         3,000            10,920             -- 
      Other assets             --               (20)          (218) 
                          -------          --------       -------- 
Net Cash Used in 
 Operating 
 Activities               (29,214)          (18,848)       (19,476) 
                          -------          --------       -------- 
 
Cash Flows Provided 
by (Used in) 
Investing 
Activities 
    Purchase of 
     shares in 
     equity method 
     investee                  --                --         (2,000) 
    Contributions to 
     equity method 
     investee                  --                --           (130) 
    Investment in 
     debt securities 
     - equity method 
     investee                  --            (7,400)        (2,600) 
    Advances to 
     equity method 
     investee              (4,240)             (135)            -- 
    Acquisition of 
     property, plant 
     and equipment           (266)             (736)          (645) 
    Acquisition of 
     intangible 
     assets                   (30)               --             -- 
    Acquisition of 
    net assets, net 
    of cash 
    acquired, 
    through business 
    combination                16                --             -- 
    Proceeds from 
     sale of 
     investments               --             2,314            708 
    Cash withdrawn 
    from trust as a 
    result of 
    business 
    combination            11,342                --             -- 
                          -------          --------       -------- 
Net Cash Provided by 
 (Used in) Investing 
 Activities                 6,822            (5,957)        (4,667) 
                          -------          --------       -------- 
 
Cash Flows Provided 
by Financing 
Activities 
    Proceeds from 
     issuance of 
     equity, net of 
     issuance costs        15,383            13,122         16,009 
    Proceeds from 
     the issuance of 
     equity to 
     non-controlling 
     interest, net 
     of issuance 
     costs                  4,169            13,859            337 
    Proceeds from 
     the issuance of 
     convertible 
     promissory 
     note                      --                --          2,000 
    Proceeds from 
    issuance of debt 
    securities, net 
    of issuance 
    costs                  19,455                --             -- 
    Payment of debts         (250)             $(540.SI)$           (65) 
    Receipt of 
     Capital from 
     Class I 
     Unitholder                --                --            130 
    Distributions to 
     Stockholders            (663)               --           (241) 
    Proceeds from 
     the issuance of 
     promissory 
     notes to 
     related 
     parties                   --            12,000          1,004 
    Repayment of 
     promissory 
     note                  (4,628)               --             -- 
                          -------          --------       -------- 
Cash Flows Provided 
 by Financing 
 Activities                33,466            38,441         19,174 
                          -------          --------       -------- 
 
Net Increase 
 (Decrease) in Cash, 
 Cash Equivalents 
 and Restricted 
 Cash                      11,074            13,636         (4,969) 
                          -------          --------       -------- 
Cash, Cash 
 Equivalents and 
 Restricted Cash 
 Beginning of 
 period                        45             2,575          7,544 
                          -------          --------       -------- 
Cash, Cash 
 Equivalents and 
 Restricted Cash End 
 of period             $   11,119       $    16,211    $     2,575 
                          -------          --------       -------- 
 
 

See accompanying notes to consolidated financial statements.

 
                        Successor              Predecessor 
                      -------------  ------------------------------- 
                       October 2,      January 1, 
                      2024 through    2024 through     Year ended 
                      December 31,     October 1,     December 31, 
                          2024            2024            2023 
                      -------------  --------------  --------------- 
Supplemental Cash 
Flow Information 
    Cash paid for 
     interest           $       991    $      1,070    $       297 
Supplemental 
Disclosure of 
Noncash Financing 
Information 
    Accretion of 
     redeemable 
     units to 
     redemption 
     value                       --          11,950          5,366 
    Debt discount 
     and embedded 
     derivative upon 
     issuance                    --              --          1,119 
    Issuance of                  --           7,324             -- 
     units to 
     non-controlling 
     interest in 
     exchange of 
     convertible 
     promissory 
     notes 
    Conversion of                --           2,600             -- 
     working capital 
     loans to equity 
     method 
     investees into 
     investments in 
     debt securities 
     - related 
     party 
    Transfer of               1,265              --             -- 
     liability 
     warrants to 
     equity warrants 
     in the Business 
     Combination 
    Initial                  16,190              --             -- 
     recognition of 
     loan commitment 
     fee 
    Transfer of loan          6,694              --             -- 
     commitment fee 
     asset 
 
 

See accompanying notes to consolidated financial statements.

 
 
                       Innventure, Inc. and Subsidiaries 
                          Non-GAAP Financial Measures 
               (in thousands, except share and per share amounts) 
 
                                                    S/P Combined 
                     Successor       Predecessor     (Non-GAAP)    Predecessor 
                  ---------------  ---------------  ------------  ------------- 
                    Period from 
                  October 2, 2024    Period from 
                      through      January 1, 2024   Year ended    Year ended 
                   December 31,    through October  December 31,  December 31, 
                       2024            1, 2024          2024          2023 
                  ---------------  ---------------  ------------  ------------- 
Net Loss          (70,633)         (28,198)          (98,831)       (30,984) 
Interest 
 expense, 
 net(1)            11,173            1,300            12,473          1,224 
Depreciation and 
 amortization 
 expense            5,455              146             5,601              8 
Provision for 
 income taxes       2,742             (432)            2,310             -- 
                  -------  ------  -------   -----  --------      --------- 
EBITDA            (51,263)         (27,184)          (78,447)       (29,752) 
                  -------   -----  -------   -----  --------      --------- 
Transaction and 
 other related 
 costs(2)           2,309            9,414            11,723          3,452 
Change in fair 
 value of 
 financial 
 liabilities(3)    20,946              478            21,424           (766) 
Stock based 
 compensation(4)   16,338            1,056            17,394            910 
                  -------  ------  -------  ------  --------      --------- 
Adjusted EBITDA   (11,670)         (16,236)          (27,906)       (26,156) 
                  =======   =====  =======   =====  ========      ========= 
 
 

(1) Interest expense, net -- For the combined twelve months ended December 31, 2024, interest expense, net includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs. Additional debt issuance cost associated with a loan commitment fee asset in the amount of $10,041 was written off in combined twelve months ended December 31, 2024 and has also been included in this adjustment. This amount is representative of the asset associated with the second and third tranches of the WTI facility. When it became known that we would not be able to draw on these subsequent tranches based on certain metrics contained within the WTI Facility agreement, we immediately wrote this asset off. For the Predecessor year ended December 31, 2023, this balance is comprised entirely of interest incurred on our various borrowing facilities.

(2) Transaction and other related costs -- For the combined twelve months ended December 31, 2024 and for the Predecessor year ended December 31, 2023 this is comprised entirely of consulting, legal, and other professional fees related to the business combination with Learn CW Investment Corporation (the "Business Combination").

(3) Change in fair value of financial liabilities -- For the combined twelve months ended December 31, 2024 the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability, change in fair value of the earnout liability, and the change in the fair value of the embedded derivative associated with convertible notes prior to extinguishment. For the Predecessor year ended December 31, 2023, this is comprised entirely of the change in fair value of the embedded derivative associated with the convertible notes.

(4) Stock based compensation -- For the combined twelve months ended December 31, 2024 stock based compensation primarily consisted of awards in the 2024 Equity and Incentive Plan entered into on October 2, 2024 subsequent to the Business Combination. These awards consisted of Stock Options, Restricted Stock Units, and Stock Appreciation Rights. Further, a portion of this expense was related to share based payment employee incentive plans in existence at Innventure LLC and other subsidiaries. For the Predecessor year ended December 31, 2023, stock based compensation was comprised wholly of share based payment employee incentive plans in existence at Innventure LLC and other subsidiaries.

(END) Dow Jones Newswires

April 11, 2025 07:00 ET (11:00 GMT)

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