[Company Overview & Executive Summary](index=1&type=section&id=Company%20Overview%20%26%20Executive%20Summary) MultiSensor AI Holdings, Inc. announced Q2 2025 financial results, outlining a new strategic course focused on talent, customer value, and operational excellence, while detailing its intelligent multi-sensing platform capabilities [Introduction](index=1&type=section&id=Introduction) MultiSensor AI Holdings, Inc. announced its financial results for the second quarter ended June 30, 2025, highlighting its position as a pioneer in condition-based monitoring and predictive maintenance - MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) announced financial results for the second quarter ended June 30, 2025[1](index=1&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) CEO Asim Akram outlined a new strategic course focusing on talent acquisition, customer value, and operational excellence. CFO Robert Nadolny noted improved liquidity from subscription renewals offsetting hardware sales decline and highlighted cost optimization initiatives for long-term profitability and scalable growth - CEO Asim Akram emphasized a new strategic course, including recruiting industry-leading talent with deep expertise in B2B sales, product and commercial marketing, AI-driven solutions, and advanced capabilities in predictive maintenance[2](index=2&type=chunk) - CFO Robert Nadolny reported that upfront payments from subscription renewals strengthened liquidity and helped offset the decline in stand-alone hardware sales, consistent with a strategic shift toward being a solution-focused, hardware-agnostic partner[3](index=3&type=chunk) - Strategic cost optimization initiatives were executed to align the expense base with current operations, aiming to enhance long-term profitability, preserve agility, and position MSAI for scalable and efficient growth[3](index=3&type=chunk) [About MultiSensor AI](index=3&type=section&id=About%20MultiSensor%20AI) MultiSensor AI develops and deploys intelligent multi-sensing platforms that integrate edge and cloud software solutions leveraging artificial intelligence. Their integrated solutions use data from various sensors to protect critical assets, providing actionable insights to minimize downtime, reduce maintenance costs, prevent hazards, and extend asset life - MultiSensor AI builds and deploys intelligent multi-sensing platforms incorporating edge and cloud software solutions that leverage artificial intelligence[8](index=8&type=chunk) - MSAI's integrated solutions utilize data from an array of sensors and sensor modalities, including high-resolution thermal imagers, visible and acoustic imagers, as well as vibration and laser spectroscopy sensors, to protect customers' most critical assets[8](index=8&type=chunk) - The platform combines condition-based monitoring data with proprietary edge and cloud software to generate actionable insights that minimize unplanned downtime, reduce maintenance costs, prevent hazards, and extend asset life[8](index=8&type=chunk) [Second Quarter 2025 Financial Performance](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Performance) MultiSensor AI reported a 33% revenue decrease to $1.4 million in Q2 2025, driven by lower hardware sales, but saw software revenue growth and improved net loss due to reduced operating expenses [Financial Highlights](index=1&type=section&id=Financial%20Highlights) MultiSensor AI reported a 33% decrease in Q2 2025 revenue to $1.4 million, primarily due to an expected reduction in stand-alone hardware sales. However, software revenue grew 37% to $0.4 million, and subscription renewals provided upfront cash, strengthening liquidity Q2 2025 Financial Highlights | Metric | Q2 2025 (USD Million) | Q2 2024 (USD Million) | Change (%) | | :------------------- | :-------------------- | :-------------------- | :--------- | | Total Revenue | $1.4 | $2.1 | -33% | | Software Revenue | $0.4 | $0.3 | +37% | - The decrease in total revenue was primarily due to an expected reduction in stand-alone hardware sales[6](index=6&type=chunk) - Subscription renewals for a global distributor commenced in June 2025, with upfront cash received for the 12-month subscription term, strengthening liquidity[6](index=6&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company's condensed consolidated statements of operations show a net loss of $(3.322) million for Q2 2025, an improvement from $(6.393) million in Q2 2024, despite a decrease in net revenue. The operating loss also improved, driven by lower share-based compensation and other expenses Condensed Consolidated Statements of Operations (Q2 2025 vs Q2 2024) | Metric (in thousands USD) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Revenue, net | $1,419 | $2,125 | | Cost of goods sold | $1,084 | $538 | | Total operating expenses | $3,653 | $6,434 | | Operating loss | $(3,318) | $(4,847) | | Net loss | $(3,322) | $(6,393) | | Net loss per share, basic and diluted | $(0.10) | $(0.47) | Condensed Consolidated Statements of Operations (Six Months Ended June 30, 2025 vs 2024) | Metric (in thousands USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Revenue, net | $2,589 | $4,400 | | Cost of goods sold | $1,560 | $1,707 | | Total operating expenses | $8,964 | $9,871 | | Operating loss | $(7,935) | $(7,412) | | Net loss | $(7,758) | $(10,316) | | Net loss per share, basic and diluted | $(0.23) | $(0.80) | - Share-based compensation expense significantly decreased from **$3,326 thousand** in Q2 2024 to **$423 thousand** in Q2 2025, contributing to the reduction in total operating expenses[11](index=11&type=chunk) [Strategic Business Developments](index=1&type=section&id=Strategic%20Business%20Developments) MultiSensor AI accelerated talent acquisition, streamlined its portfolio to focus on IoT-enabled, AI-driven solutions, expanded into data centers, and achieved significant automotive sector milestones [Strategic Business Highlights](index=1&type=section&id=Strategic%20Business%20Highlights) MultiSensor AI accelerated talent acquisition across key functions, simplified its portfolio to focus on core industry verticals with IoT-enabled, AI-driven solutions, and expanded target applications to include data centers. The company also achieved significant milestones in the automotive sector with new pilot implementations and launched new applications with a global distributor for various critical infrastructure monitoring - Accelerated the induction of critical talent across Product, Engineering, and Commercial functions to strengthen the foundation for growth, bringing deep industry expertise in AI, IoT, and go-to-market strategy[6](index=6&type=chunk) - Simplified the portfolio to enable sharper focus on core industry verticals, concentrating resources on IoT-enabled, AI-driven solutions that directly address challenges within target markets[6](index=6&type=chunk) - Strategically expanded target applications to include data centers, with successful pilots validating potential value in cooling management and server load balancing, and prioritizing a focused go-to-market effort in the second half of 2025[6](index=6&type=chunk) - Completed the first pilot implementation with a second Big-3 automaker to monitor lithium-ion battery packs for thermal runaway and partnered with a first Big-3 automaker to launch an advanced pilot featuring dual-vision hardware sensors for enhanced early fire detection[6](index=6&type=chunk)[7](index=7&type=chunk) - Launched new applications with a global distributor, including pilot programs focused on monitoring rooftop solar installations, critical power systems within facilities, and last-mile infrastructure[7](index=7&type=chunk) [Additional Information](index=3&type=section&id=Additional%20Information) This section provides a legal disclaimer regarding forward-looking statements, highlighting inherent risks and uncertainties, and includes company contact information [Forward-Looking Statements](index=3&type=section&id=Forward%20Looking%20Statements) This section serves as a legal disclaimer, identifying forward-looking statements within the press release and cautioning readers about inherent risks, uncertainties, and assumptions that could cause actual outcomes to differ materially from projections. The company disclaims any obligation to update these statements - The press release contains "forward-looking statements" as defined by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995[9](index=9&type=chunk) - Forward-looking statements are subject to risks, uncertainties, and assumptions, some of which are beyond the company's control, and actual outcomes may differ materially from the information contained in these statements[9](index=9&type=chunk) - The Company expressly disclaims any obligations to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, except as required by applicable law[9](index=9&type=chunk) [Contact Information](index=3&type=section&id=MSAI%20Contact) Provides contact details for MultiSensor AI, including an investor relations email and website - Investor Relations contact information: e-mail: ir@multisensorai.com, website: www.multisensorai.com[10](index=10&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-40916 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or ...

[FORWARD-LOOKING STATEMENTS](index=3&type=section&id=FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Overview](index=3&type=section&id=Forward-Looking%20Statements%20Overview) This section outlines the nature and scope of forward-looking statements within the Quarterly Report, emphasizing that they are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially - The report contains forward-looking statements covered by safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934[9](index=9&type=chunk) - Forward-looking statements are based on current expectations and projections about future events and financial trends[10](index=10&type=chunk) - Key risk factors that could cause actual results to differ materially include continued low income, net losses, negative cash flows, failure to manage SaaS expansion, substantial R&D costs, product recalls, subscription cancellations, cost and availability of capital, loss of large customers, and inability to grow sales[10](index=10&type=chunk)[13](index=13&type=chunk) [PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS.](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS.) This section presents the unaudited condensed consolidated financial statements for MultiSensor AI Holdings, Inc., including balance sheets, statements of operations, changes in shareholders' equity, and cash flows, along with their accompanying notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a slight increase in total assets and shareholders' equity, while total liabilities also increased from December 31, 2024, to March 31, 2025 | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Cash and cash equivalents | $4,747 | $4,358 | | Total current assets | $11,189 | $10,516 | | Total assets | $16,416 | $15,478 | | Total current liabilities | $3,331 | $3,017 | | Total liabilities | $3,500 | $3,190 | | Total shareholders' equity | $12,916 | $12,288 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a significant decrease in net revenue and an increase in net loss for the three months ended March 31, 2025, compared to the same period in 2024 | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :---------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Revenue, net | $1,170 | $2,275 | | Cost of goods sold | $476 | $1,170 | | Inventory impairment | $0 | $234 | | Selling, general and administrative | $4,139 | $3,163 | | Share-based compensation expense | $907 | $0 | | Operating loss | $(4,617) | $(2,565) | | Net loss | $(4,436) | $(3,922) | | Net loss per share, basic and diluted | $(0.14) | $(0.33) | [Condensed Consolidated Statements of Changes in Shareholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity increased from January 1, 2025, to March 31, 2025, despite a net loss, primarily due to the issuance of common stock and equity-based compensation transactions | Metric | January 1, 2025 (in thousands) | March 31, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :---------------------------- | | Common Stock (shares outstanding) | 30,526,052 | 32,957,641 | | Additional Paid-In Capital | $66,911 | $71,975 | | Accumulated Deficit | $(54,626) | $(59,062) | | Total Shareholders' Equity | $12,288 | $12,916 | - Net loss for the period was **$(4,436) thousand**[22](index=22&type=chunk) - Issuance of common stock contributed **$4,657 thousand** to additional paid-in capital[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities were negative, while financing activities provided a significant cash inflow, primarily from equity issuances, resulting in a net increase in cash and cash equivalents | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :---------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash provided by (used in) operating activities | $(3,176) | $492 | | Net cash used in investing activities | $(420) | $(571) | | Net cash provided by (used in) financing activities | $3,985 | $(585) | | Net increase/(decrease) in cash | $389 | $(664) | | Cash, cash equivalents, and restricted cash equivalents end of period | $4,897 | $491 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information and explanations for the figures presented in the condensed consolidated financial statements, covering the company's organization, significant accounting policies, revenue breakdown, asset details, debt, equity, and other financial disclosures [Note 1 — Organization and Business Operations](index=9&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) MultiSensor AI Holdings, Inc. provides turnkey predictive maintenance and process control solutions, integrating imaging and sensing technologies with AI-powered enterprise software - The Company provides turnkey predictive maintenance and process control solutions combining imaging/sensing technologies with AI-powered enterprise software[26](index=26&type=chunk) - Solutions leverage data from thermal, visible, acoustic, vibration, and laser sensing devices for real-time condition monitoring[26](index=26&type=chunk) - Services include training, calibration, and repair for customers in distribution & logistics, manufacturing, and oil & gas[26](index=26&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=9&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note details the accounting principles used, including GAAP conformity and consolidation, highlighting the company's going concern uncertainty and management's plans to seek additional liquidity - The company has suffered net losses, negative cash flows from operations, and negative net working capital, raising substantial doubt about its ability to continue as a going concern[30](index=30&type=chunk) - Management plans to pursue additional liquidity through debt, equity, or equity-like instruments and reduce operating expenses, but these plans are not deemed probable to alleviate going concern doubt[31](index=31&type=chunk) - One customer accounted for **20% ($229 thousand)** of total net revenue for the three months ended March 31, 2025[34](index=34&type=chunk) [Note 3 — Revenue](index=10&type=section&id=Note%203%20%E2%80%94%20Revenue) Revenue for the three months ended March 31, 2025, decreased significantly compared to the prior year, primarily due to lower hardware sales, though software and services revenue showed growth | Revenue Type | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------- | :--------------------------------------------- | :--------------------------------------------- | | Hardware | $753 | $2,022 | | Software | $251 | $200 | | Services | $166 | $53 | | Total revenue | $1,170 | $2,275 | - Contract liabilities (current and non-current) were **$293 thousand** as of March 31, 2025, down from **$566 thousand** as of December 31, 2024[38](index=38&type=chunk) [Note 4— Property, Plant and Equipment](index=11&type=section&id=Note%204%E2%80%94%20Property,%20Plant%20and%20Equipment) Net property, plant, and equipment increased slightly, driven by additions to internal-use software, partially offset by depreciation | Category | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :---------------------------- | :----------------------------- | | Internal-use software | $5,993 | $5,422 | | Property, plant and equipment, gross | $6,371 | $6,056 | | Less: accumulated depreciation | $(2,116) | $(2,093) | | Property, plant and equipment, net | $4,255 | $3,963 | - Depreciation expense was **$280 thousand** for the three months ended March 31, 2025, compared to **$273 thousand** for the same period in 2024[39](index=39&type=chunk) [Note 5 — Other Current Assets](index=11&type=section&id=Note%205%20%E2%80%94%20Other%20Current%20Assets) Other current assets decreased, primarily due to a reduction in other receivables and prepaid inventory purchases, partially offset by an increase in prepaid expenses | Category | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :---------------------------- | :----------------------------- | | Prepaid expenses | $538 | $158 | | Restricted cash equivalents | $150 | $150 | | Other receivables | $298 | $716 | | Total other current assets | $1,014 | $1,140 | [Note 6 — Inventories](index=11&type=section&id=Note%206%20%E2%80%94%20Inventories) Total inventories increased, with both current and noncurrent hardware and parts/supplies showing changes, and no inventory impairment was recorded in the current quarter | Category | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------ | :---------------------------- | :----------------------------- | | Inventories, current | $4,580 | $4,180 | | Inventories, noncurrent | $840 | $865 | | Total inventories | $5,420 | $5,045 | - The Company recorded no inventory impairment for the three months ended March 31, 2025, compared to **$234 thousand** in the prior year period[41](index=41&type=chunk) [Note 7 — Accrued Expense](index=11&type=section&id=Note%207%20%E2%80%94%20Accrued%20Expense) Total accrued expenses increased, primarily driven by a significant rise in professional fees, while other accrued expenses decreased | Category | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :---------------------------- | :----------------------------- | | Salaries, wages, and payroll taxes payable | $909 | $906 | | Professional fees | $616 | $0 | | Other | $38 | $189 | | Total accrued expense | $1,563 | $1,095 | [Note 8 — Debt](index=12&type=section&id=Note%208%20%E2%80%94%20Debt) The company fully repaid or converted all outstanding line of credit, related party promissory notes, and Legacy SMAP promissory notes during or prior to the three months ended March 31, 2025 - The line of credit with First Insurance Funding was fully paid off and closed during the three months ended March 31, 2024[43](index=43&type=chunk) - All related party and Legacy SMAP promissory notes were repaid or converted into common stock by March 31, 2025[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - **$4,475 thousand** of Financing Notes were converted into shares of Common Stock at **$5 per share** during the three months ended March 31, 2024[48](index=48&type=chunk) [Note 9 — Share-Based Compensation](index=12&type=section&id=Note%209%20%E2%80%94%20Share-Based%20Compensation) The company granted a significant number of restricted stock units (RSUs) during the three months ended March 31, 2025, leading to a substantial increase in share-based compensation expense - No stock option awards were granted, and **28,777 options** were forfeited during the three months ended March 31, 2025[49](index=49&type=chunk) - **1,600,631 restricted stock units (RSUs)** were granted at a weighted average price of **$1.70** during the three months ended March 31, 2025[50](index=50&type=chunk) - Share-based compensation expense related to RSUs was **$827 thousand** for the three months ended March 31, 2025, compared to **$0** for the same period in 2024[51](index=51&type=chunk) [Note 10 — Shareholders' Equity](index=14&type=section&id=Note%2010%20%E2%80%94%20Shareholders'%20Equity) The number of common shares issued and outstanding increased significantly, and the company utilized its Equity Line of Credit (ELOC) to raise capital - As of March 31, 2025, there were **32,957,641 shares** of common stock issued and outstanding, up from **30,526,052 shares** as of December 31, 2024[53](index=53&type=chunk) - The company utilized the B. Riley Committed Equity Facility to sell **1,791,732 shares** of Common Stock for cash proceeds totaling **$4,657 thousand** during the three months ended March 31, 2025[56](index=56&type=chunk) - An At Market Issuance Sales Agreement was entered into on March 28, 2025, allowing for the sale of up to **$8,625 thousand** of common stock through B. Riley Securities, though no shares were sold under this agreement during the quarter[57](index=57&type=chunk) [Note 11 — Earnings per Share](index=15&type=section&id=Note%2011%20%E2%80%94%20Earnings%20per%20Share) Basic and diluted net loss per share improved to $(0.14) for the three months ended March 31, 2025, compared to $(0.33) in the prior year, despite an increased net loss | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | | Basic and Diluted Net loss attributable to common shareholders | $(4,436) | $(3,922) | | Weighted average number of shares, basic and diluted | 32,725,633 | 11,966,928 | | Basic Net loss per share attributable to common shareholders | $(0.14) | $(0.33) | | Diluted Net loss per share attributable to common shareholders | $(0.14) | $(0.33) | - Potential anti-dilutive shares include warrants and RSU awards, which are not included in the diluted EPS calculation due to the net loss[58](index=58&type=chunk) [Note 12— Related Party Transactions](index=15&type=section&id=Note%2012%E2%80%94%20Related%20Party%20Transactions) The company leases its corporate office and production facility from a related party, with consistent cash payments for these leases in both periods - Cash payments to a related party for leases were **$27 thousand** for the three months ended March 31, 2025, and **$26 thousand** for the same period in 2024[61](index=61&type=chunk) [Note 13 — Commitment and Contingency](index=15&type=section&id=Note%2013%20%E2%80%94%20Commitment%20and%20Contingency) The company is not currently involved in any material legal claims or actions that would have a material adverse effect on its financial position, results of operations, or liquidity - As of March 31, 2025, the Company is not involved in any material claims or legal actions[63](index=63&type=chunk) [Note 14 — Fair value measurements](index=15&type=section&id=Note%2014%20%E2%80%94%20Fair%20value%20measurements) The company's financial instruments approximate fair value due to their short-term nature, and outstanding warrants are classified as Level 3 within the fair value hierarchy - The fair value of the Company's outstanding warrants was **$10 thousand** as of both March 31, 2025, and December 31, 2024, classified as Level 3[65](index=65&type=chunk) | Fair Value Assumption – Warrants | March 31, 2025 | December 31, 2024 | | :------------------------------- | :------------- | :---------------- | | Exercise Price | $11.50 | $11.50 | | Warrant term | 3.72 years | 3.97 years | | Stock Price | $0.93 | $1.84 | | Risk rate | 4.27 % | 4.27 % | | Volatility | 42.26 % | 42.26 % | [Note 15 — Income Taxes](index=17&type=section&id=Note%2015%20%E2%80%94%20Income%20Taxes) The company recorded minimal income tax expense for both periods, with negative effective tax rates primarily due to losses and a valuation allowance on deferred tax assets - Income tax expense was **$8 thousand** for the three months ended March 31, 2025, compared to **$31 thousand** for the same period in 2024[67](index=67&type=chunk) - Effective income tax rates were **(0.17)%** for Q1 2025 and **(0.78)%** for Q1 2024, below the U.S. statutory rate of 21%, due to losses and a valuation allowance[68](index=68&type=chunk) - An ownership change in 2024 under Internal Revenue Code Section 382 subjects tax attributes, including net operating losses, to an annual limitation[68](index=68&type=chunk) [Note 16 — Segments and geographical information](index=18&type=section&id=Note%2016%20%E2%80%94%20Segments%20and%20geographical%20information) The company operates as a single reportable segment focused on manufacturing and distributing sensor-based systems, software, and services, with the majority of its assets and revenue derived from the United States - The Company has one reportable and operating segment: manufacturing and distributing sensor-based systems, software, and services[70](index=70&type=chunk) - **99%** of assets are held within the United States, and revenue is primarily derived from North America[70](index=70&type=chunk) | Geographical Revenue | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------- | :--------------------------------------------- | :--------------------------------------------- | | United States | $1,120 | $1,962 | | International | $50 | $313 | | Total revenue, net | $1,170 | $2,275 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=19&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) This section provides management's perspective on the company's financial performance and condition for the three months ended March 31, 2025, compared to the prior year, covering business overview, recent developments, merger impact, results of operations, liquidity, and capital resources [Overview](index=19&type=section&id=Overview) MultiSensor AI Holdings, Inc. focuses on growing its Software as a Service (SaaS) leadership in predictive maintenance, leveraging AI-powered solutions for real-time condition monitoring - The Company provides turn-key predictive maintenance and process control solutions, combining imaging/sensing technologies with AI-powered enterprise software[76](index=76&type=chunk) - Active sensors connected to the MSAI Connect platform increased to approximately **550** as of March 31, 2025, a **19% increase** quarter-over-quarter and over **500%** year-over-year[77](index=77&type=chunk) - A large customer in Distribution and Logistics achieved a **>4x ROI** and **<1 year payback**, leading to **$2.1 million** in subscription renewals[78](index=78&type=chunk) [Recent Developments](index=19&type=section&id=Recent%20Developments) The company recently entered into an At Market Issuance Sales Agreement to potentially sell up to $8.625 million of common stock through B. Riley Securities - On March 28, 2025, the Company entered into an At Market Issuance Sales Agreement to sell up to **$8.625 million** of common stock through B. Riley Securities[80](index=80&type=chunk) [Merger](index=20&type=section&id=Merger) The Business Combination, completed on December 19, 2023, resulted in Legacy ICI becoming a wholly-owned subsidiary of Legacy SMAP (now MultiSensor AI Holdings, Inc.), accounted for as a reverse acquisition - The Business Combination was consummated on December 19, 2023, with Legacy ICI surviving as a wholly-owned subsidiary of Legacy SMAP (now MultiSensor AI Holdings, Inc.)[81](index=81&type=chunk) - The Business Combination was accounted for as a reverse acquisition, with Legacy ICI determined to be the accounting acquirer[82](index=82&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2025, revenue decreased by 49% year-over-year, primarily due to lower hardware sales, while operating and net losses increased significantly | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Amount Change (in thousands) | % Change | | :---------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------------------------- | :------- | | Revenue, net | $1,170 | $2,275 | $(1,105) | (49)% | | Cost of goods sold | $476 | $1,170 | $(694) | (59)% | | Inventory Impairment | $0 | $234 | $(234) | (100)% | | Selling, general and administrative | $4,139 | $3,163 | $976 | 31 % | | Share-based compensation expense | $907 | $0 | $907 | NM | | Operating loss | $(4,617) | $(2,565) | $(2,052) | 80 % | | Net loss | $(4,436) | $(3,922) | $(514) | 13 % | - The decrease in revenue was primarily due to a decrease in sensor hardware sold, while Software and Services revenue grew **26%** and **213%** respectively[83](index=83&type=chunk) - Selling, general and administrative expenses increased by **$0.976 million**, driven by higher payroll expenses (**$0.7 million**) and professional fees (**$0.6 million**)[86](index=86&type=chunk) [Non-GAAP Financial Measures](index=21&type=section&id=Non-GAAP%20Financial%20Measures) This section provides a reconciliation of net loss to EBITDA and Adjusted EBITDA, which are non-GAAP measures used by management to assess performance - EBITDA is defined as net (loss) income before interest expense, depreciation, and taxes[92](index=92&type=chunk) - Adjusted EBITDA further excludes share-based compensation, inventory impairment, loss on financing transaction, other income, net, and loss (gain) on asset disposal[92](index=92&type=chunk) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net loss | $(4,436) | $(3,922) | | EBITDA | $(4,152) | $(3,614) | | Adjusted EBITDA | $(3,445) | $(2,058) | [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company continues to incur losses and has negative net working capital, leading to substantial doubt about its ability to continue as a going concern, necessitating additional capital through equity or debt financings - The Company incurred losses for the three months ended March 31, 2025, and has negative net working capital[96](index=96&type=chunk) - There is substantial doubt about the Company's ability to fund planned operations for the next twelve months and to continue as a going concern[98](index=98&type=chunk) - The Company utilized its Equity Line of Credit (ELOC) to sell **1,791,732 shares** of Common Stock for **$4.7 million** in cash proceeds during the three months ended March 31, 2025[99](index=99&type=chunk) [Cash Flows](index=25&type=section&id=Cash%20Flows) Net cash used in operating activities increased significantly due to decreased customer receipts, while financing activities provided a substantial cash inflow from equity issuances, resulting in a net increase in cash for the period | Cash Flow Activity | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :---------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash provided by (used in) operating activities | $(3,176) | $492 | | Net cash used in investing activities | $(420) | $(571) | | Net cash provided by (used in) financing activities | $3,985 | $(585) | | Net increase (decrease) in cash | $389 | $(664) | - The increase in net cash used in operating activities was primarily related to decreased customer receipts[102](index=102&type=chunk) - The increase in net cash provided by financing activities is primarily attributable to **$4.7 million** in proceeds from stock sales[104](index=104&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) The company's primary contractual commitments consist of lease obligations for its corporate office and production facility, with a net present value of $0.1 million as of March 31, 2025 - Principal commitments consist of lease obligations for the corporate office and production facility[105](index=105&type=chunk) - The net present value of operating lease liabilities was **$0.1 million** as of March 31, 2025[105](index=105&type=chunk) [Off-Balance Sheet Arrangements](index=26&type=section&id=Off-Balance%20Sheet%20Arrangements) As of March 31, 2025, the company did not have any off-balance sheet arrangements - As of March 31, 2025, the Company did not have any off-balance sheet arrangements[106](index=106&type=chunk) [Critical Accounting Policies and Estimates](index=26&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no significant and material changes in the company's Critical Accounting Policies and Estimates since its 2024 Annual Report - No significant and material changes in Critical Accounting Policies and Estimates since the 2024 Annual Report[107](index=107&type=chunk) [Recently Issued Accounting Standards](index=26&type=section&id=Recently%20Issued%20Accounting%20Standards) The company refers to Note 2 of its annual consolidated financial statements in the 2024 Annual Report for its assessment of recently issued and adopted accounting standards - Refer to Note 2 of the 2024 Annual Report for assessment of recently issued and adopted accounting standards[108](index=108&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=26&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) The company is an emerging growth company and a smaller reporting company, which allows it to take advantage of certain reduced disclosure obligations, having opted out of the extended transition period for new accounting standards - The Company is an emerging growth company under the JOBS Act[109](index=109&type=chunk) - The Company has elected to opt out of the extended transition period for complying with new or revised financial accounting standards[110](index=110&type=chunk) - The Company is also a 'smaller reporting company' and can take advantage of certain reduced disclosure obligations[111](index=111&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=26&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) As a smaller reporting company, MultiSensor AI Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide information under this item[112](index=112&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES.](index=26&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES.) This section details management's evaluation of the company's disclosure controls and procedures, concluding their effectiveness as of March 31, 2025, with no material changes in internal control over financial reporting during the quarter [Limitations on Effectiveness of Controls and Procedures](index=26&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) Management acknowledges that disclosure controls and procedures, regardless of design, can only provide reasonable assurance of achieving control objectives, and judgment is applied in evaluating benefits versus costs - Controls and procedures can provide only reasonable assurance of achieving desired control objectives[113](index=113&type=chunk) - Management applies judgment in evaluating the benefits of controls relative to their costs[114](index=114&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=28&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Based on the evaluation by the CEO and CFO, the company's disclosure controls and procedures were concluded to be effective as of March 31, 2025 - The Company's disclosure controls and procedures were effective as of March 31, 2025[115](index=115&type=chunk) [Changes in internal control over financial reporting](index=28&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting) There were no changes in the company's internal control over financial reporting during the quarter ended March 31, 2025, that materially affected or are reasonably likely to materially affect it - No material changes in internal control over financial reporting during the quarter ended March 31, 2025[116](index=116&type=chunk) [PART II – OTHER INFORMATION](index=29&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=29&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently a party to any legal actions or claims that, if determined adversely, would have a material adverse effect on its business, financial condition, or results of operations - The Company is not currently a party to any material legal claims or actions[119](index=119&type=chunk) [ITEM 1A. RISK FACTORS](index=29&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes in the company's risk factors since its 2024 Annual Report on Form 10-K - No material changes in risk factors since the 2024 Annual Report on Form 10-K[120](index=120&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=29&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities or use of proceeds to report for the period - None[121](index=121&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=29&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities to report for the period - None[122](index=122&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=29&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not Applicable[123](index=123&type=chunk) [ITEM 5. OTHER INFORMATION](index=29&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025[124](index=124&type=chunk) [ITEM 6. EXHIBITS](index=30&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including business combination agreements, corporate documents, employment agreements, sales agreements, and certifications - The report includes exhibits such as Business Combination Agreements, Amended and Restated Certificate of Incorporation, Bylaws, Employment Agreements, At Market Issuance Sales Agreement, and various certifications[128](index=128&type=chunk) [SIGNATURES](index=32&type=section&id=SIGNATURES) [Signatures of Authorized Officers](index=32&type=section&id=Signatures%20of%20Authorized%20Officers) The report is duly signed on behalf of MultiSensor AI Holdings, Inc. by its Interim Chief Executive Officer, Interim President and Director, Stuart V. Flavin III, and its Chief Financial Officer, Robert Nadolny, on May 13, 2025 - The report was signed by Stuart V. Flavin III, Interim Chief Executive Officer, Interim President and Director, and Robert Nadolny, Chief Financial Officer[131](index=131&type=chunk) - The signing date for the report was May 13, 2025[131](index=131&type=chunk)

Houston, TX, May 13, 2025 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the "Company" or "MSAI"), a pioneer in condition- based monitoring and predictive maintenance enabling Industry 4.0, announced results for the first quarter ended March 31, 2025. Trip Flavin, Interim CEO, commented: "We anticipated a challenging year over year comparable due to the significant order of hardware from our largest customer in Q1 2024. However, we are thrilled to announce the receipt of the first subscription renewals in ...

Exhibit 1.1 MULTISENSOR AI HOLDINGS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement March 28, 2025 B. Riley Securities, Inc. 299 Park Avenue, 21 Floor New York, NY 10171 Ladies and Gentlemen: MultiSensor AI Holdings, Inc., a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with B. Riley Securities, Inc. (the "Agent") as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on t ...

CHICAGO, Oct. 23, 2024 (GLOBE NEWSWIRE) -- Amplify ETFs announces the launch of the actively managed Amplify Small-Mid Cap Equity ETF (NYSE Arca: SMAP), offering investors targeted exposure to high-quality U.S.-listed small- and mid-cap growth and value equity securities. SMAP seeks to invest in companies with market capitalizations between $400 million and the largest companies in the Russell 2500 Index, giving successful companies room to run into mid-cap without forced premature selling. Curi RMB Capital ...

Financial Performance - Second quarter revenue increased by 59% year over year, reaching $2.1 million compared to $1.3 million in Q2 2023[2] - First half of 2024 revenue rose by 90% year over year, from $2.3 million to $4.4 million[2] - Annual recurring revenue surged approximately 500%, increasing from $450 thousand to $2.7 million[2] - Operating loss for Q2 2024 was $4.8 million, compared to a loss of $3.2 million in Q2 2023[9] - Net loss for the second quarter was $6.4 million, compared to a net loss of $0.7 million in the same period last year[9] Capital and Debt Management - The company raised $26.5 million through a public offering of $11.5 million and a private placement of $15 million[2] - All remaining convertible notes and other debt totaling $7.05 million were converted to equity, eliminating future liabilities[5] Business Development - MSAI launched its Inspections business, expanding service offerings to meet enterprise customer needs[3] - A strategic partnership was established with Denali Advanced Integration to facilitate customer access to MSAI's solutions[3] Compliance and Governance - The company demonstrated compliance with NASDAQ listing requirements by significantly strengthening shareholders' equity[3]

Financial Results - MultiSensor AI Holdings, Inc. reported its financial results for Q1 2024 on May 16, 2024[4] - Specific financial figures for Q1 2024 compared to the same prior year period were included in the earnings release, although exact numbers were not provided in the extracted content[4] Key Performance Indicators - The company highlighted its annual recurring revenue as a key performance indicator, which reflects the annualized current software and services revenue under contract for one year or longer[5]

For the quarterly period ended March 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Delaware (State or other jurisdiction of incorporation or organization) 2105 West Cardinal Drive Beaumont, Texas, 77705 (Address of princ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40916 MultiSensor AI Holdings, Inc. (Exact name of Registrant as specified in its Charter) Delaware (State or othe ...