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Innventure, Inc.
Innventure Reports Second Quarter 2025 Results
Business
Aug 14 2025
22 min read

Innventure Reports Second Quarter 2025 Results

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Accelsius significantly grew market presence with recent deployments at Global Switch, Compucenter and Equinix facilities

AeroFlexx delivered a fourth consecutive quarter of revenue generation

Refinity engaged an engineering, procurement and construction partner for the first plant design

ORLANDO, Fla., Aug. 14, 2025 (GLOBE NEWSWIRE) -- Innventure, Inc. (NASDAQ: INV) (“Innventure”), a technology commercialization platform, today announced financial results for the quarter ended June 30, 2025.

“Innventure’s family of operating companies continued its momentum in the second quarter, positioning the company for a successful second half of 2025. We firmly believe the remainder of 2025 will be an inflection point for revenue growth across the enterprise.” said Bill Haskell, Innventure’s Chief Executive Officer. “Accelsius further strengthened its market position in two phase, direct-to-chip cooling with recent deployments at Global Switch, Compucenter and Equinix facilities. Accelsius also achieved industry-leading thermal milestones with its proprietary NeuCool technology. AeroFlexx generated its fourth consecutive quarter of revenue and achieved Critical Guidance Recognition for recyclability from the Association of Plastic Recyclers (APR), which can help accelerate ongoing discussions with some of the top consumer packaged goods companies in the world. Finally, Refinity engaged an engineering, procurement and construction partner for its first plant design, an exciting milestone for a company we launched less than 10 months ago.”

Mr. Haskell continued, “We built Innventure with the goal to deliver long-term value for our shareholders and it is clear that we are executing against that goal. The tangible and exciting progress being made across our three operating companies is impressive, but we believe this is only the beginning. In addition to the current value creation potential at Accelsius, AeroFlexx and Refinity, Innventure has a high-quality pipeline of technology solutions across a handful of multinational corporations. We believe this broad opportunity set available to Innventure is underappreciated in the market today and we plan to increasingly unlock this value in the quarters and years ahead.”

Conference Call and Webcast

A conference call to discuss these results has been scheduled for 5:00 p.m. ET on August 14, 2025, which will include comments from Josh Claman, Chief Executive Officer of Accelsius. 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/BIb3d1020563db458e956f4e23abbde08a

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 ability to maintain control over its subsidiaries, (e) the Company’s access to funds under the Standby Equity Purchase Agreement with YA II PN, Ltd. due to certain conditions, restrictions and limitations set forth therein; (f) certain restrictions and limitations set forth in the Company’s debt instruments, which may impair the Company’s financial and operating flexibility; (g) the Company and its subsidiaries ability to generate liquidity and maintain sufficient capital to operate as anticipated; (h) the Company’s and its subsidiaries’ ability to obtain funding for their operations and future growth and to continue as going concerns; (i) 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; (j) developments and projections relating to the Company’s and its subsidiaries’ competitors and industry; (k) the ability of the Company and its subsidiaries to scale the operations of their respective businesses; (l) the ability of the Company and its subsidiaries to establish substantial commercial sales of their products; (m) the ability of the Company and its subsidiaries to compete against companies with greater capital and other resources or superior technology or products; (n) 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; (o) the outcome of any legal proceedings against the Company or its subsidiaries; (p) 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; (q) the risk that the launch of new companies distracts the Company’s management from its other subsidiaries and their operations; (r) 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; (s) 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; (t) the risk of a cyber-attack or a failure of the Company’s or its subsidiaries’ information technology and data security infrastructure; (u) geopolitical risk and changes in applicable laws or regulations; (v) potential adverse effects of other economic, business, and/or competitive factors; (w) operational risks related to the Company and its subsidiaries that have limited or no operating history; and (x) 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
Condensed Consolidated Balance Sheets
(Unaudited) (in thousands, except share and per share amounts)

 

 

 

 

 

June 30, 2025 (Unaudited)

 

December 31,
2024

Assets

 

 

 

Cash and cash equivalents

$

6,965

 

 

$

11,119

 

Accounts receivable, net

 

901

 

 

 

283

 

Due from related parties

 

4,188

 

 

 

4,536

 

Inventories, net

 

6,620

 

 

 

5,178

 

Prepaid expenses and other current assets

 

2,455

 

 

 

3,170

 

Total Current Assets

 

21,129

 

 

 

24,286

 

Restricted cash

 

5,000

 

 

 

 

Investments

 

32,424

 

 

 

28,734

 

Property, plant and equipment, net

 

1,972

 

 

 

1,414

 

Intangible assets, net

 

171,345

 

 

 

182,153

 

Goodwill

 

323,463

 

 

 

667,936

 

Other assets

 

652

 

 

 

766

 

Total Assets

$

555,985

 

 

$

905,289

 

Liabilities and Stockholders' Deficit

 

 

 

Accounts payable

$

3,710

 

 

$

3,248

 

Accrued employee benefits

 

10,603

 

 

 

9,273

 

Accrued expenses

 

2,594

 

 

 

2,478

 

Contract liabilities

 

690

 

 

 

 

Related party notes payable - current

 

 

 

 

14,000

 

Notes payable - current

 

27,502

 

 

 

625

 

Embedded derivative liability

 

1,796

 

 

 

 

Patent installment payable - current

 

700

 

 

 

1,225

 

Obligation to issue equity

 

52

 

 

 

4,158

 

Warrant liability

 

22,996

 

 

 

34,023

 

Income taxes payable

 

292

 

 

 

 

Related party convertible promissory notes - current

 

1,002

 

 

 

 

Other current liabilities

 

380

 

 

 

317

 

Total Current Liabilities

 

72,317

 

 

 

69,347

 

Notes payable, net of current portion

 

11,304

 

 

 

13,654

 

Term convertible notes, net of current portion

 

2,451

 

 

 

 

Related party convertible promissory notes, net of current portion

 

3,000

 

 

 

 

Earnout liability

 

4,370

 

 

 

14,752

 

Stock-based compensation liability

 

474

 

 

 

1,160

 

Patent installment payable, net of current portion

 

12,375

 

 

 

12,375

 

Deferred income taxes

 

23,458

 

 

 

27,353

 

Other liabilities

 

176

 

 

 

355

 

Total Liabilities

 

129,925

 

 

 

138,996

 

Commitments and Contingencies (Note 16)

 

 

 

Stockholders' Equity

 

 

 

Preferred stock, $0.0001 par value, 25,000,000 shares authorized;

 

 

 

Series B Preferred Stock, $0.0001 par value, 3,000,000 shares designated, 33,144 and 1,102,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

 

 

 

 

 

Series C Preferred Stock, $0.0001 par value, 5,000,000 shares designated, 150,000 and — shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

 

 

 

 

 

Common Stock, $0.0001 par value, 250,000,000 shares authorized, 55,221,494 and 44,597,154 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

 

6

 

 

 

4

 

Additional paid-in capital

 

525,346

 

 

 

502,865

 

Accumulated other comprehensive (loss) gain

 

(1,289

)

 

 

909

 

Accumulated deficit

 

(305,512

)

 

 

(78,262

)

Total Innventure, Inc., Stockholders’ Equity

 

218,551

 

 

 

425,516

 

Non-controlling interest

 

207,509

 

 

 

340,777

 

Total Stockholders' Equity

 

426,060

 

 

 

766,293

 

Total Liabilities and Stockholders' Equity

$

555,985

 

 

$

905,289

 

See accompanying notes to consolidated financial statements.

 

 

 

 

Innventure, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited) (in thousands, except share and per share amounts)

 

 

 

 

 

Three months ended

 

Six months ended

 

June 30, 2025 (Successor)

 

 

June 30, 2024 (Predecessor)

 

June 30, 2025 (Successor)

 

 

June 30, 2024 (Predecessor)

Revenue

$

476

 

 

 

$

223

 

 

$

700

 

 

 

$

447

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Cost of sales

 

2,861

 

 

 

 

 

 

 

3,045

 

 

 

 

 

General and administrative

 

18,569

 

 

 

 

8,379

 

 

 

38,245

 

 

 

 

16,283

 

Sales and marketing

 

2,208

 

 

 

 

1,366

 

 

 

4,304

 

 

 

 

2,549

 

Research and development

 

6,068

 

 

 

 

1,764

 

 

 

12,321

 

 

 

 

3,433

 

Goodwill impairment

 

113,344

 

 

 

 

 

 

 

346,557

 

 

 

 

 

Total Operating Expenses

 

143,050

 

 

 

 

11,509

 

 

 

404,472

 

 

 

 

22,265

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

(142,574

)

 

 

 

(11,286

)

 

 

(403,772

)

 

 

 

(21,818

)

 

 

 

 

 

 

 

 

 

 

Non-operating (Expense) and Income

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(2,647

)

 

 

 

(43

)

 

 

(4,185

)

 

 

 

(448

)

Net gain (loss) on investments

 

 

 

 

 

(790

)

 

 

 

 

 

 

4,399

 

Net gain (loss) on investments – due to related parties

 

 

 

 

 

26

 

 

 

 

 

 

 

(160

)

Change in fair value of financial liabilities

 

7,176

 

 

 

 

 

 

 

23,605

 

 

 

 

(478

)

Equity method investment (loss) income

 

(1,924

)

 

 

 

779

 

 

 

(8,680

)

 

 

 

784

 

Realized gain on conversion of available for sale investment

 

 

 

 

 

 

 

 

1,507

 

 

 

 

 

Loss on extinguishment of debt

 

(3,462

)

 

 

 

 

 

 

(3,462

)

 

 

 

 

Loss on extinguishment of related party debt

 

 

 

 

 

 

 

 

(3,538

)

 

 

 

 

Loss on conversion of promissory notes

 

 

 

 

 

 

 

 

 

 

 

 

(1,119

)

Miscellaneous other expense

 

(64

)

 

 

 

 

 

 

(43

)

 

 

 

 

Total Non-operating (Expense) Income

 

(921

)

 

 

 

(28

)

 

 

5,204

 

 

 

 

2,978

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(143,495

)

 

 

 

(11,314

)

 

 

(398,568

)

 

 

 

(18,840

)

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

(2,220

)

 

 

 

 

 

 

(3,619

)

 

 

 

 

Net Loss

 

(141,275

)

 

 

 

(11,314

)

 

 

(394,949

)

 

 

 

(18,840

)

Less: net loss attributable to

 

 

 

 

 

 

 

 

 

Non-redeemable non-controlling interest

 

(57,048

)

 

 

 

(4,026

)

 

 

(167,725

)

 

 

 

(6,333

)

Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders

 

(84,227

)

 

 

 

(7,288

)

 

 

(227,224

)

 

 

 

(12,507

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

$

(1.60

)

 

 

 

 

$

(4.60

)

 

 

 

Basic and diluted weighted average common shares

 

52,546,491

 

 

 

 

 

 

49,417,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of taxes:

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available for sale debt securities - related party

 

189

 

 

 

 

 

 

 

(691

)

 

 

 

 

Reclassification of realized gain on conversion of available for sale investments

 

 

 

 

 

 

 

 

(1,507

)

 

 

 

 

Total other comprehensive income, net of taxes

 

189

 

 

 

 

 

 

 

(2,198

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss, net of taxes

 

(141,086

)

 

 

 

(11,314

)

 

 

(397,147

)

 

 

 

(18,840

)

Less: comprehensive loss attributable to

 

 

 

 

 

 

 

 

 

Non-redeemable non-controlling interest

 

(57,048

)

 

 

 

(4,026

)

 

 

(167,725

)

 

 

 

(6,333

)

Net Comprehensive Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders

$

(84,038

)

 

 

$

(7,288

)

 

$

(229,422

)

 

 

$

(12,507

)

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Innventure, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Unitholders' Deficit (Predecessor)
(Unaudited) (in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class B
Preferred

 

Class B-1
Preferred

 

Class A

 

Class C

 

Accumulated
Deficit

 

Non-
Controlling
Interest

 

Total (Deficit)
Equity

December 31, 2023

$

38,122

 

 

$

3,323

 

 

$

1,950

 

 

$

844

 

 

$

(64,284

)

 

$

1,559

 

 

$

(18,486

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,219

)

 

 

(2,307

)

 

 

(7,526

)

Units issued to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,503

 

 

 

3,503

 

Issuance of preferred units, net of issuance costs

 

7,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,566

 

Unit-based compensation

 

 

 

 

 

 

 

 

 

 

51

 

 

 

 

 

 

345

 

 

 

396

 

Issuance of units to non-controlling interest in exchange of convertible promissory notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,443

 

 

 

8,443

 

Accretion of redeemable units to redemption value

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,415

)

 

 

 

 

 

(4,415

)

March 31, 2024

$

45,688

 

 

$

3,323

 

 

$

1,950

 

 

$

895

 

 

$

(73,918

)

 

$

11,543

 

 

$

(10,519

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,288

)

 

 

(4,026

)

 

 

(11,314

)

Units issued to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,348

 

 

 

7,348

 

Issuance of preferred units, net of issuance costs

 

2,852

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,852

 

Unit-based compensation

 

 

 

 

 

 

 

 

 

 

45

 

 

 

 

 

 

248

 

 

 

293

 

Accretion of redeemable units to redemption value

 

 

 

 

 

 

 

 

 

 

 

 

 

(362

)

 

 

 

 

 

(362

)

June 30, 2024

$

48,540

 

 

$

3,323

 

 

$

1,950

 

 

$

940

 

 

$

(81,568

)

 

$

15,113

 

 

$

(11,702

)

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

Innventure, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Mezzanine and Stockholders' Equity (Deficit) (Successor)
(Unaudited) (in thousands, except share and per share amounts)

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

Mezzanine Equity

 

Series B Preferred Stock

 

Series C Preferred Stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

Shares

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Additional
Paid-In
Capital

 

Accumulated
Deficit

 

Accumulated
OCI

 

Non-
Controlling
Interest

 

Total
Stockholders'
Equity

 

 

Shares

 

Amount

December 31, 2024

 

1,102,000

 

 

$

 

 

 

 

$

 

 

44,597,154

 

 

$

4

 

$

502,865

 

 

$

(78,262

)

 

$

909

 

 

$

340,777

 

 

$

766,293

 

 

 

 

 

 

$

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(142,997

)

 

 

 

 

 

(110,677

)

 

 

(253,674

)

 

 

 

 

 

 

 

Series B Preferred Stock buyback

 

(5,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50

)

 

 

 

 

 

 

 

 

 

 

 

(50

)

 

 

 

 

 

 

 

Series B Preferred Stock issued for paid-in-kind dividends

 

21,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

218

 

 

 

 

 

 

 

 

 

 

 

 

218

 

 

 

 

 

 

 

 

Issuance of common shares, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

161,964

 

 

 

 

 

1,927

 

 

 

 

 

 

 

 

 

 

 

 

1,927

 

 

 

 

 

 

 

 

Vesting of earnout shares

 

 

 

 

 

 

 

 

 

 

 

2,344,682

 

 

 

1

 

 

873

 

 

 

 

 

 

 

 

 

 

 

 

874

 

 

 

 

 

 

 

 

Other comprehensive gain, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,387

)

 

 

 

 

 

(2,387

)

 

 

 

 

 

 

 

Conversion of related party notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,310,848

 

 

 

23,109

 

Issuance of Series C Preferred Stock, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

575,000

 

 

 

5,663

 

Non-controlling interest issued and related transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,303

)

 

 

 

 

 

 

 

 

33,249

 

 

 

6,946

 

 

 

 

 

 

 

 

Distributions to Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26

)

 

 

 

 

 

 

 

 

(26

)

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,943

 

 

 

 

 

 

 

 

 

898

 

 

 

5,841

 

 

 

 

 

 

 

 

Accrued preferred dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(217

)

 

 

 

 

 

 

 

 

 

 

 

(217

)

 

 

 

 

 

 

(44

)

March 31, 2025

 

1,118,808

 

 

$

 

 

 

 

$

 

 

47,103,800

 

 

$

5

 

$

484,256

 

 

$

(221,285

)

 

$

(1,478

)

 

$

264,247

 

 

$

525,745

 

 

 

 

2,885,848

 

 

$

28,728

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(84,227

)

 

 

 

 

 

(57,048

)

 

 

(141,275

)

 

 

 

 

 

 

 

Issuance of common shares, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

481,325

 

 

 

 

 

2,625

 

 

 

 

 

 

 

 

 

 

 

 

2,625

 

 

 

 

 

 

 

 

Other comprehensive gain, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

189

 

 

 

 

 

 

189

 

 

 

 

 

 

 

 

Non-controlling interest issued and related transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,036

 

 

 

 

 

 

 

 

 

(602

)

 

 

434

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,494

 

 

 

 

 

 

 

 

 

912

 

 

 

9,406

 

 

 

 

 

 

 

 

Accrued preferred dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

198

 

 

 

 

 

 

 

 

 

 

 

 

198

 

 

 

 

 

 

 

12

 

Conversion to Common Stock

 

(1,085,664

)

 

 

 

 

 

 

 

 

 

7,636,369

 

 

 

1

 

 

27,269

 

 

 

 

 

 

 

 

 

 

 

 

27,270

 

 

 

 

(2,735,848

)

 

 

(27,272

)

Transfer of Series C Preferred Stock from Mezzanine equity to Stockholders' equity

 

 

 

 

 

 

150,000

 

 

 

 

 

 

 

 

 

 

1,468

 

 

 

 

 

 

 

 

 

 

 

 

1,468

 

 

 

 

(150,000

)

 

 

(1,468

)

June 30, 2025

 

33,144

 

 

$

 

 

150,000

 

 

$

 

 

55,221,494

 

 

$

6

 

$

525,346

 

 

$

(305,512

)

 

$

(1,289

)

 

$

207,509

 

 

$

426,060

 

 

 

$

 

 

$

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

Innventure, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited) (in thousands, except share and per share amounts)

 

 

 

 

 

 

Successor

 

 

Predecessor

 

Six months ended
June 30, 2025

 

 

Six months ended
June 30, 2024

Cash Flows Used in Operating Activities

 

 

 

 

Net loss

$

(394,949

)

 

 

$

(18,840

)

Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:

 

 

 

 

Stock-based compensation

 

15,247

 

 

 

 

689

 

Interest income on debt securities - related party

 

(195

)

 

 

 

 

Change in fair value of financial liabilities

 

(23,605

)

 

 

 

478

 

Change in fair value of payables due to related parties

 

 

 

 

 

160

 

Non-cash interest expense on notes payable

 

2,560

 

 

 

 

352

 

Net gain on investments

 

 

 

 

 

(4,399

)

Equity method investment gain (loss)

 

8,680

 

 

 

 

(784

)

Realized gain on conversion of available for sale investments

 

(1,507

)

 

 

 

 

Loss on extinguishment of debt

 

3,462

 

 

 

 

 

Loss on extinguishment of related party debt

 

3,538

 

 

 

 

 

Loss on conversion of promissory notes

 

 

 

 

 

1,119

 

Deferred income taxes

 

(3,897

)

 

 

 

 

Depreciation and amortization

 

11,182

 

 

 

 

69

 

Goodwill impairment

 

346,557

 

 

 

 

 

Payment of patent installment

 

(525

)

 

 

 

 

Other costs

 

165

 

 

 

 

123

 

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

(618

)

 

 

 

 

Prepaid expenses and other current assets

 

(3,312

)

 

 

 

(965

)

Inventory

 

(1,442

)

 

 

 

(662

)

Accounts payable

 

315

 

 

 

 

3,181

 

Accrued employee benefits

 

1,330

 

 

 

 

2,803

 

Accrued expenses

 

42

 

 

 

 

357

 

Stock-based compensation liability

 

(686

)

 

 

 

 

Income taxes payable

 

292

 

 

 

 

 

Other current liabilities

 

(78

)

 

 

 

(72

)

Contract liabilities

 

690

 

 

 

 

 

Net Cash Used in Operating Activities

 

(36,754

)

 

 

 

(16,391

)

 

 

 

 

 

Cash Flows Used in Investing Activities

 

 

 

 

Investment in available-for-sale debt securities - equity method investee

 

(2,708

)

 

 

 

 

Loans to equity method investee

 

 

 

 

 

(5,035

)

Acquisition of property, plant and equipment

 

(932

)

 

 

 

(706

)

Proceeds from sale of investments

 

 

 

 

 

1,364

 

Net Cash Used in Investing Activities

 

(3,640

)

 

 

 

(4,377

)

 

 

 

 

 

Cash Flows Provided by Financing Activities

 

 

 

 

Proceeds from issuance of equity, net of issuance costs

 

3,675

 

 

 

 

10,037

 

Proceeds from the issuance of equity to non-controlling interest, net of issuance costs

 

5,367

 

 

 

 

10,827

 

Proceeds from the issuance of related party convertible promissory notes

 

3,999

 

 

 

 

 

Proceeds from the issuance of term convertible notes

 

2,451

 

 

 

 

 

Proceeds from issuance of debt securities, net of issuance costs

 

27,000

 

 

 

 

 

Payment of debts

 

(1,176

)

 

 

 

(590

)

Distributions to stockholders and other

 

(76

)

 

 

 

 

Net Cash Flows Provided by Financing Activities

 

41,240

 

 

 

 

20,274

 

 

 

 

 

 

Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash

 

846

 

 

 

 

(494

)

Cash, Cash Equivalents and Restricted Cash Beginning of period

 

11,119

 

 

 

 

2,575

 

Cash, Cash Equivalents and Restricted Cash End of period

$

11,965

 

 

 

$

2,081

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

Innventure, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited) (in thousands, except share and per share amounts)

 

 

 

 

 

 

Successor

 

 

Predecessor

 

Six months ended
June 30, 2025

 

 

Six months ended
June 30, 2024

Supplemental Cash Flow Information

 

 

 

 

Cash paid for interest

$

1,825

 

 

 

$

99

 

Supplemental Disclosure of Noncash Financing Information

 

 

 

 

 

 

 

 

Accretion of redeemable units to redemption value

 

 

 

 

 

4,777

 

Issuance of units to non-controlling interest in exchange of convertible promissory notes

 

 

 

 

 

7,324

 

Conversion of working capital loans to equity method investee into investments in debt securities - related party

 

4,375

 

 

 

 

 

Extinguishment of debt with Series C Preferred Stock

 

14,000

 

 

 

 

 

Contribution of Series C Preferred Stock to equity method investee

 

5,783

 

 

 

 

 

Conversion of AFX available-for-sale term loan into equity method investments

 

8,757

 

 

 

 

 

Issuance of common stock as repayment of convertible debt

 

2,533

 

 

 

 

 

Issuance of stock in exchange for services

 

4,095

 

 

 

 

 

Conversion of preferred stock into common stock

 

36,910

 

 

 

 

 

Transfer of Series C Preferred Stock from Mezzanine to Stockholders' equity

 

1,468

 

 

 

 

 

Embedded derivative in association with Convertible Debentures

 

1,774

 

 

 

 

 

Equity reallocation between non-controlling interest and additional paid-in capital

 

25,268

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

Innventure, Inc. and Subsidiaries
Non-GAAP Financial Measures
(in thousands, except share and per share amounts)

 

 

 

 

 

Three months ended

 

Six months ended

 

June 30, 2025
(Successor)

 

 

June 30, 2024
(Predecessor)

 

June 30, 2025
(Successor)

 

 

June 30, 2024
(Predecessor)

Net loss

$

(141,275

)

 

 

$

(11,314

)

 

$

(394,949

)

 

 

$

(18,840

)

Interest expense, net(1)

 

2,647

 

 

 

 

43

 

 

 

4,185

 

 

 

 

448

 

Depreciation and amortization expense

 

5,634

 

 

 

 

64

 

 

 

11,182

 

 

 

 

69

 

Income tax benefit

 

(2,220

)

 

 

 

 

 

 

(3,619

)

 

 

 

 

EBITDA

 

(135,214

)

 

 

 

(11,207

)

 

 

(383,201

)

 

 

 

(18,323

)

Transaction and other related costs(2)

 

 

 

 

 

2,769

 

 

 

 

 

 

 

6,041

 

Change in fair value of financial liabilities(3)

 

(7,176

)

 

 

 

 

 

 

(23,605

)

 

 

 

478

 

Stock-based compensation(4)

 

9,406

 

 

 

 

293

 

 

 

15,247

 

 

 

 

689

 

Goodwill impairment(5)

 

113,344

 

 

 

 

 

 

 

346,557

 

 

 

 

 

Loss on extinguishment of debt(6)

 

3,462

 

 

 

 

 

 

 

3,462

 

 

 

 

 

Loss on extinguishment of related party debt(7)

 

 

 

 

 

 

 

 

3,538

 

 

 

 

 

Loss on conversion of promissory notes

 

 

 

 

 

 

 

 

 

 

 

 

1,119

 

Adjusted EBITDA

$

(16,178

)

 

 

$

(8,145

)

 

$

(38,002

)

 

 

$

(9,996

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Interest Expense, net, includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs.
(2) Transaction and other related costs – For the three and six months ended June 30, 2024 (Predecessor), this is comprised of consulting, legal, and other professional fees related to the Business Combination.
(3) Change in fair value of financial liabilities – For the three and six months ended June 30, 2025 (Successor), the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability and the earnout liability. For the three and six months ended June 30, 2024 (Predecessor), 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 three and six months ended June 30, 2025 (Successor), 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. Additional Stock Options were granted in February 2025 and additional Restricted Stock Units were granted in June 2025 which are included in the stock-based compensation caption for their respective periods. For the three and six months ended June 30, 2024 (Predecessor), stock-based compensation was comprised wholly of share-based payment employee incentive plans in existence at Innventure LLC and other subsidiaries.
(5) Goodwill impairment - For the three and six months ended June 30, 2025 (Successor), the Company recognized goodwill impairment due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were, at least in part, sensitive to the general downward volatility experienced in the stock market from late February 2025 through April 2025. The publicly quoted share price stabilized some in May 2025 and June 2025. There was no similar goodwill impairment charge for the three and six months ended June 30, 2024 (Predecessor).
(6) Loss on extinguishment of debt - For the three and six months ended June 30, 2025 (Successor), the Company modified the WTI Facility, and such modification was accounted for as a debt extinguishment while no debt was repaid. There was no loss on extinguishment of debt for the three and six months ended June 30, 2024 (Predecessor).
(7) Loss on extinguishment of related party debt - For the three and six months ended June 30, 2025 (Successor), the Company extinguished certain related party debts by issuing Series C Preferred Stock. There was no loss on extinguishment of related party debt for the three and six months ended June 30, 2024 (Predecessor).