The company continues to anticipate significant long-term demand for two-phase liquid cooling as AI infrastructure requirements accelerate and is focused on executing against the foundational milestones expected to govern scaled market adoption of this technology. These milestones include chip-maker relationships and reference designs, OEM and ODM co-development initiatives, relationships with hyperscalers and the delivery of additional thermal benchmark data.
“We firmly believe the industry is moving toward a future where two-phase liquid cooling becomes an essential part of AI infrastructure,” said
Conference Call and Webcast
A conference call to discuss these results has been scheduled for
The event will be webcasted live via our investor relations website https://ir.innventure.com/ or via https://innventure-2q26-earnings.open-exchange.net/.
Innventure has posted a slide presentation to accompany the prepared remarks to its investor relations website https://ir.innventure.com/.
About Innventure
Non-GAAP Financial Measures
We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the
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 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 Innventure’s public filings with the U.S. Securities and Exchange Commission, including but not limited to the following: Innventure’s and its subsidiaries’ ability to execute on their strategies, book sales and achieve future financial performance; developments and projections relating to Innventure’s and its subsidiaries’ competitors and industry; the implementation, adoption, market acceptance and success of Innventure’s and its subsidiaries’ products, business models and growth strategies; Innventure’s and its subsidiaries’ ability to generate sufficient revenue and operating cash flow; the timing and magnitude of expected cash expenditures; the availability, timing and terms of additional financing, including debt or equity financing; market conditions affecting access to capital; potential dilution resulting from future financings; Innventure’s ability to successfully implement cost reduction initiatives; changes in economic conditions; competitive pressures; regulatory developments; Innventure’s ability to maintain control over its subsidiaries.
Forward-looking statements speak only as of the date of this release, and Innventure undertakes no obligation to update them except as required by law.
Investor Relations Contact:
investorrelations@innventure.com
Media Contact:
press@innventure.com
Consolidated Balance Sheets (in thousands, except share amounts) | |||||||
| Assets | |||||||
| Cash and cash equivalents | $ | 41,543 | $ | 60,449 | |||
| Restricted cash | 5,000 | 5,000 | |||||
| Accounts receivable | 2,119 | 1,094 | |||||
| Due from related parties | 16,351 | 11,840 | |||||
| Inventories | 2,989 | 1,604 | |||||
| Prepaid expenses and other current assets | 3,437 | 3,167 | |||||
| Total Current Assets | 71,439 | 83,154 | |||||
| Investments | 26,644 | 28,741 | |||||
| Property, plant and equipment, net | 2,269 | 1,941 | |||||
| Intangible assets, net | 149,729 | 160,537 | |||||
| Goodwill | 323,463 | 323,463 | |||||
| Other assets | 1,153 | 1,351 | |||||
| Total Assets | $ | 574,697 | $ | 599,187 | |||
| Liabilities and Stockholders' Equity | |||||||
| Accounts payable | $ | 1,932 | $ | 2,551 | |||
| Accrued employee benefits | 4,977 | 11,343 | |||||
| Accrued expenses | 1,959 | 7,386 | |||||
| Contract liabilities | 534 | 947 | |||||
| Notes payable - current | 7,700 | 12,846 | |||||
| Term convertible note, current | 8,026 | 7,890 | |||||
| Convertible promissory note, current | 4,407 | 4,331 | |||||
| Patent installment payable - current | 825 | 700 | |||||
| Obligation to issue equity | 73 | 119 | |||||
| Warrant liability | 28,683 | 27,458 | |||||
| Income taxes payable | 18 | 23 | |||||
| Other current liabilities | 633 | 682 | |||||
| Total Current Liabilities | 59,767 | 76,276 | |||||
| Notes payable, net of current portion | 5,909 | 8,327 | |||||
| Earnout liability | 4,790 | 3,890 | |||||
| Stock-based compensation liability | 213 | 239 | |||||
| Patent installment payable, net of current | 11,550 | 12,375 | |||||
| Deferred income taxes | 9,264 | 13,848 | |||||
| Other liabilities | 389 | 556 | |||||
| Total Liabilities | 91,882 | 115,511 | |||||
| Commitments and Contingencies (Note 16) | |||||||
| Stockholders' Equity | |||||||
| Preferred stock, | |||||||
| Series B Preferred Stock, | — | — | |||||
| Series C Preferred Stock, | — | — | |||||
| Common Stock, | 8 | 7 | |||||
| Additional paid-in capital | 632,237 | 577,070 | |||||
| Accumulated other comprehensive gain (loss) | (644 | ) | (1,260 | ) | |||
| Accumulated deficit | (418,911 | ) | (371,603 | ) | |||
| Total | 212,690 | 204,214 | |||||
| Non-controlling interest | 270,125 | 279,462 | |||||
| Total Stockholders' Equity | 482,815 | 483,676 | |||||
| Total Liabilities and Stockholder’s Equity | $ | 574,697 | $ | 599,187 | |||
Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except share and per share amounts) | |||||||||||||||
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | ||||||||||||
| Revenue | $ | 953 | $ | 476 | $ | 2,396 | $ | 700 | |||||||
| Operating Expenses | |||||||||||||||
| Cost of sales | 5,073 | 2,861 | 10,326 | 3,045 | |||||||||||
| General and administrative | 14,499 | 18,569 | 27,249 | 38,245 | |||||||||||
| Sales and marketing | 3,089 | 2,208 | 5,986 | 4,304 | |||||||||||
| Research and development | 9,780 | 6,068 | 17,620 | 12,321 | |||||||||||
| — | 113,344 | — | 346,557 | ||||||||||||
| Total Operating Expenses | 32,441 | 143,050 | 61,181 | 404,472 | |||||||||||
| Loss from Operations | (31,488 | ) | (142,574 | ) | (58,785 | ) | (403,772 | ) | |||||||
| Non-operating (Expense) and Income | |||||||||||||||
| Interest expense, net | (531 | ) | (2,647 | ) | (1,520 | ) | (4,185 | ) | |||||||
| Net gain (loss) from investments | 39 | — | 108 | — | |||||||||||
| Change in fair value of financial liabilities | (2,188 | ) | 7,176 | (2,125 | ) | 23,605 | |||||||||
| Equity method investment (loss) income | (1,491 | ) | (1,924 | ) | (3,007 | ) | (8,680 | ) | |||||||
| Realized gain on conversion of available for sale investment | — | — | — | 1,507 | |||||||||||
| Loss on extinguishment of debt | — | (3,462 | ) | (977 | ) | (3,462 | ) | ||||||||
| Loss on extinguishment of related party debt | — | — | — | (3,538 | ) | ||||||||||
| Miscellaneous other expense | (773 | ) | (64 | ) | (948 | ) | (43 | ) | |||||||
| Total Non-operating Income (Expense) | (4,944 | ) | (921 | ) | (8,469 | ) | 5,204 | ||||||||
| Loss before Income Taxes | (36,432 | ) | (143,495 | ) | (67,254 | ) | (398,568 | ) | |||||||
| Income tax benefit | (1,518 | ) | (2,220 | ) | (4,557 | ) | (3,619 | ) | |||||||
| Net Loss | (34,914 | ) | (141,275 | ) | (62,697 | ) | (394,949 | ) | |||||||
| Less: net loss attributable to | |||||||||||||||
| Non-redeemable non-controlling interest | (8,411 | ) | (57,048 | ) | (15,389 | ) | (167,725 | ) | |||||||
| Net Loss Attributable to | (26,503 | ) | (84,227 | ) | (47,308 | ) | (227,224 | ) | |||||||
| Basic and diluted loss per share | $ | (0.32 | ) | $ | (1.60 | ) | $ | (0.59 | ) | $ | (4.60 | ) | |||
| Basic and diluted weighted average common shares | 83,117,031 | 52,546,491 | 83,117,031 | 49,417,092 | |||||||||||
Consolidated Statements of Cash Flows (in thousands) | |||||||
| Three Months Ended | Three Months Ended | ||||||
| Cash Flows Used in Operating Activities | |||||||
| Net loss | $ | (62,697 | ) | $ | (394,949 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Stock-based compensation | 10,309 | 15,247 | |||||
| Interest income on debt securities - related party | (180 | ) | (195 | ) | |||
| Change in fair value of financial liabilities | 2,125 | (23,605 | ) | ||||
| Non-cash interest expense on notes payable | 1,119 | 2,560 | |||||
| Net gain on investments | (107 | ) | — | ||||
| Accrued unpaid interest on note payable | 238 | — | |||||
| Equity method investment loss (income) | 3,006 | 8,680 | |||||
| Realized gain on conversion of available for sale investments | — | (1,507 | ) | ||||
| Loss on extinguishment of debt | 977 | 3,462 | |||||
| Loss on extinguishment of related party debt | — | 3,538 | |||||
| Deferred income taxes | (4,585 | ) | (3,897 | ) | |||
| Loss on Disposal of PPE | 223 | — | |||||
| Depreciation and amortization | 11,331 | 11,182 | |||||
| — | 346,557 | ||||||
| Other costs, net | 1,100 | 165 | |||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable | (1,025 | ) | (618 | ) | |||
| Prepaid expenses and other current assets | (4,779 | ) | (3,312 | ) | |||
| Inventory | (1,385 | ) | (1,442 | ) | |||
| Accounts payable | (619 | ) | 315 | ||||
| Accrued employee benefits | (6,365 | ) | 1,330 | ||||
| Accrued expenses | (6,722 | ) | 42 | ||||
| Stock-based compensation liability | (26 | ) | (686 | ) | |||
| Income taxes payable | (5 | ) | 292 | ||||
| Other current liabilities | (286 | ) | (78 | ) | |||
| Contract liabilities | (413 | ) | 690 | ||||
| Patent installment payable | (700 | ) | (525 | ) | |||
| (59,466 | ) | (36,754 | ) | ||||
| Cash Flows (Used in) Provided by Investing Activities | |||||||
| Investment in available-for-sale debt securities - equity method investee | — | (2,708 | ) | ||||
| Acquisition of property, plant and equipment | (1,074 | ) | (932 | ) | |||
| (1,074 | ) | (3,640 | ) | ||||
| Cash Flows Provided by Financing Activities | |||||||
| Proceeds from issuance of equity, net of issuance costs | 50,229 | 3,675 | |||||
| Proceeds from the issuance of equity to non-controlling interest, net of issuance costs | — | 5,367 | |||||
| Proceeds from the issuance of convertible promissory note | — | 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 | (8,595 | ) | (1,176 | ) | |||
| Distributions to Stockholders | — | (76 | ) | ||||
| Cash Flows Provided by Financing Activities | 41,634 | 41,240 | |||||
| (18,906 | ) | 846 | |||||
| Cash, Cash Equivalents and Restricted Cash Beginning of period | 65,449 | 11,119 | |||||
| Cash, Cash Equivalents and Restricted Cash End of period | $ | 46,543 | $ | 11,965 | |||
| Supplemental Cash Flow Information | |||||||
| Cash paid for interest | $ | 1,097 | $ | 1,825 | |||
| Supplemental Disclosure of Noncash Financing Information | |||||||
| Conversion of working capital loans to equity method investee into investments in debt securities - related party | — | 4,375 | |||||
| Unrealized gain on investments in debt Securities - related party through OCI | 623 | — | |||||
| 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 | 1,090 | 2,533 | |||||
| Issuance of vested RSUs | 1,276 | — | |||||
| Issuance of stock in exchange for services | 11 | 4,095 | |||||
| Equity reallocation between non-controlling interest and additional paid-in capital | — | 25,268 | |||||
Non-GAAP Financial Measures (in thousands) | ||||||||||||||
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||
| Net loss | $ | (34,914 | ) | $ | (141,275 | ) | $ | (62,697 | ) | (394,949 | ) | |||
| Interest expense, net(1) | 531 | 2,647 | 1,520 | 4,185 | ||||||||||
| Depreciation and amortization expense | 5,660 | 5,634 | 11,331 | 11,182 | ||||||||||
| Income tax expense (benefit) | (1,518 | ) | (2,220 | ) | (4,557 | ) | (3,619 | ) | ||||||
| EBITDA | (30,241 | ) | (135,214 | ) | (54,403 | ) | (383,201 | ) | ||||||
| Change in fair value of financial liabilities(2) | 2,188 | (7,176 | ) | 2,125 | (23,605 | ) | ||||||||
| Stock-based compensation(3) | 5,477 | 9,406 | 10,309 | 15,247 | ||||||||||
| — | 113,344 | — | 346,557 | |||||||||||
| Loss on extinguishment of debt(5) | — | 3,462 | 977 | 3,462 | ||||||||||
| Loss on extinguishment of related party debt(6) | — | — | — | 3,538 | ||||||||||
| Adjusted EBITDA | (22,576 | ) | (16,178 | ) | (40,992 | ) | (38,002 | ) | ||||||
| (1) | Interest Expense, net, includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs. |
| (2) | Change in fair value of financial liabilities – For the three and six months ended |
| (3) | Stock based compensation – For the three and six months ended |
| (4) | |
| (5) | Loss on extinguishment of debt - For the six months ended |
| (6) | Loss on extinguishment of related party debt - For the six months ended |
Source: