Exhibit 99.1 Palvella Therapeutics Reports Second Quarter 2025 Financial Results and Provides Corporate Update Phase 3 SELVA trial evaluating QTORIN™ 3.9% rapamycin anhydrous gel (QTORIN™ rapamycin) for microcystic lymphatic malformations completed enrollment, exceeding enrollment target by over 25%; top-line results on track for the first quarter of 2026 Top-line results for Phase 2 TOIVA trial evaluating QTORIN™ rapamycin for cutaneous venous malformations remain on track for the fourth quarter of 2025 QT ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Unaudited H1 2025 financials report a **$63.3 million net loss**, increased accumulated deficit, and a **going concern warning** [Balance Sheets](index=3&type=section&id=Balance%20Sheets) Balance Sheet Summary (Unaudited) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $25,752 | $12,474 | | Marketable securities | $47,464 | $121,140 | | Total current assets | $76,876 | $135,895 | | **Total assets** | **$114,918** | **$175,515** | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $20,908 | $25,641 | | **Total liabilities** | **$39,080** | **$44,056** | | Accumulated deficit | ($646,879) | ($583,563) | | **Total stockholders' equity** | **$75,838** | **$131,459** | [Statements of Operations and Comprehensive Loss](index=4&type=section&id=Statements%20of%20Operations%20and%20Comprehensive%20Loss) Statement of Operations Summary (Unaudited) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $25,784 | $29,509 | $54,600 | $56,918 | | General and administrative | $6,410 | $7,655 | $12,200 | $14,589 | | **Loss from operations** | **($32,194)** | **($37,164)** | **($66,800)** | **($71,507)** | | **Net loss** | **($31,231)** | **($34,740)** | **($63,316)** | **($66,171)** | | Net loss per share, basic and diluted | ($0.41) | ($0.46) | ($0.83) | ($0.87) | [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) Cash Flow Summary (Unaudited) | (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($60,306) | ($54,848) | | Net cash provided by investing activities | $73,707 | $57,340 | | Net cash (used in) provided by financing activities | ($123) | $45 | | **Net increase in cash, cash equivalents and restricted cash** | **$13,278** | **$2,537** | [Notes to Unaudited Interim Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Interim%20Financial%20Statements) Notes detail accounting policies, a **going concern warning**, R&D expenses, workforce reduction, and collaboration agreements - The Company has incurred operating losses since inception, with an accumulated deficit of **$646.9 million** as of June 30, 2025[28](index=28&type=chunk) - Management has concluded that **substantial doubt exists about the Company's ability to continue as a going concern**, as its cash, cash equivalents, and marketable securities of **$77.3 million** are not sufficient to fund operations for at least the next twelve months[29](index=29&type=chunk) - In May 2024, the Company entered into a license agreement with Pathos AI, Inc. for its PRMT5 inhibitor, PRT811, receiving a **$3.0 million upfront payment** All performance obligations were satisfied in the second half of 2024[68](index=68&type=chunk)[71](index=71&type=chunk) Research and Development Expenses by Program (Six Months Ended June 30) | (in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | PRT3789 | $8,268 | $8,875 | | PRT7732 | $5,736 | $— | | Discovery programs | $5,756 | $10,603 | | Other | $2,701 | $6,143 | | General costs, including personnel related | $32,139 | $31,297 | | **Total research and development** | **$54,600** | **$56,918** | - During the second quarter of 2025, the Company reduced its workforce by approximately **11%**, incurring one-time costs of **$0.5 million**[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses clinical pipeline, Q2/H1 2025 operating expense decreases, liquidity, and Nasdaq delisting [Overview](index=26&type=section&id=Overview) - The company is a clinical-stage precision oncology company with a pipeline including PRT3789 (SMARCA2 degrader), PRT7732 (oral SMARCA2 degrader), precision ADC programs, and KAT6A selective degraders[91](index=91&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk)[103](index=103&type=chunk) - PRT3789 has completed Phase 1, with updated data expected by **year-end 2025** A Phase 2 trial in combination with KEYTRUDA is ongoing[95](index=95&type=chunk) - The oral SMARCA2 degrader, PRT7732, is advancing rapidly in a Phase 1 trial, with an initial data update expected by **year-end 2025**[97](index=97&type=chunk) - On March 27, 2025, the company received a **delisting notice from Nasdaq** for failing to maintain a minimum bid price of **$1.00 per share** The company has until September 23, 2025, to regain compliance[105](index=105&type=chunk)[107](index=107&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Comparison of Operating Results (Three Months Ended June 30) | (in thousands) | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Research and development | $25,784 | $29,509 | ($3,725) | | General and administrative | $6,410 | $7,655 | ($1,245) | | **Total operating expenses** | **$32,194** | **$37,164** | **($4,970)** | | **Net loss** | **($31,231)** | **($34,740)** | **$3,509** | - The decrease in R&D and G&A expenses for Q2 2025 was primarily driven by lower non-cash stock-based compensation expense and a decrease in expenses related to SMARCA2 clinical trials[122](index=122&type=chunk)[125](index=125&type=chunk) Comparison of Operating Results (Six Months Ended June 30) | (in thousands) | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Research and development | $54,600 | $56,918 | ($2,318) | | General and administrative | $12,200 | $14,589 | ($2,389) | | **Total operating expenses** | **$66,800** | **$71,507** | **($4,707)** | | **Net loss** | **($63,316)** | **($66,171)** | **$2,855** | [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had **$77.3 million** in cash, cash equivalents, restricted cash, and marketable securities[136](index=136&type=chunk) - The company states that its current cash position is **not sufficient to fund operating expenses and capital requirements for at least the next twelve months**, raising **substantial doubt about its ability to continue as a going concern**[136](index=136&type=chunk) - The company has a **$400 million effective shelf registration statement** and a **$75 million Open Market Sales Agreement (ATM facility)** in place to potentially raise additional capital[140](index=140&type=chunk)[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, no market risk disclosures are required for this item - As a smaller reporting company, Prelude Therapeutics is **not required to provide quantitative and qualitative disclosures about market risk**[155](index=155&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirmed effective disclosure controls and procedures with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[156](index=156&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[157](index=157&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company reports **no material legal proceedings**[160](index=160&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) Key risks include potential Nasdaq delisting and substantial doubt about the company's going concern ability - A significant risk is the **potential delisting from Nasdaq** The company received a non-compliance notice on March 27, 2025, for its stock price falling below the **$1.00 minimum bid requirement**[162](index=162&type=chunk)[163](index=163&type=chunk) - The company has until **September 23, 2025**, to regain compliance with Nasdaq's minimum bid price rule, after which it may be eligible for an extension[164](index=164&type=chunk) - The financial statements contain a **'going concern' warning**, indicating **substantial doubt about the company's ability to continue operations** as its current cash will not be sufficient to fund operations for at least the next twelve months[167](index=167&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported during the period - **None reported**[169](index=169&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including corporate documents, officer certifications, and XBRL data files

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS) The company presents its unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, showing significant improvement in net income and gross margin driven by higher sales and better cost management [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$60.4 million** from **$51.5 million** at year-end 2024, with total stockholders' equity growing significantly to **$36.8 million** from **$29.8 million** | Balance Sheet Items (In thousands) | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $11,853 | $7,075 | | Trade accounts receivable, net | $11,542 | $7,349 | | Inventories, net | $17,167 | $17,636 | | Total current assets | $44,833 | $36,941 | | **Total Assets** | **$60,426** | **$51,499** | | **Current Liabilities** | | | | Accounts payable | $9,835 | $6,327 | | Total current liabilities | $15,920 | $13,974 | | **Total Liabilities** | **$23,663** | **$21,668** | | **Total Stockholders' Equity** | **$36,763** | **$29,831** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, sales increased to **$21.2 million** from **$20.3 million** year-over-year, with gross margin improving to **47.4%** from **37.3%**, leading to net income more than doubling to **$3.7 million** or **$0.96 per diluted share** | Income Statement (In thousands) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Sales, net | $21,165 | $20,254 | $40,219 | $38,485 | | Gross margin | $10,035 | $7,547 | $18,985 | $13,835 | | Operating income | $3,997 | $2,025 | $6,913 | $3,008 | | Net income | $3,741 | $1,664 | $5,873 | $2,345 | | Net income per share-diluted | $0.96 | $0.47 | $1.51 | $0.66 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly increased to **$6.0 million** for the first six months of 2025, contributing to a rise in cash and cash equivalents to **$11.9 million** | Cash Flow (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,002 | $3,311 | | Net cash used in investing activities | ($1,465) | ($848) | | Net cash provided by (used in) financing activities | $241 | ($2,938) | | **Net change in cash and cash equivalents** | **$4,778** | **($475)** | | **Cash and cash equivalents, end of period** | **$11,853** | **$2,981** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the expansion of the BK ONE Solutions business, a new **$6 million** credit facility, customer concentration, and subsequent events including stock option grants - The company is expanding its Solutions business unit under the new brand, BK ONE, which includes SaaS solutions like InteropONE and other future software and hardware applications[37](index=37&type=chunk) - Sales to U.S. government agencies were **11.5%** of total net sales for the first six months of 2025, down from **41.5%** in the same period last year, while two commercial customers accounted for **26.6%** of net sales in the first half of 2025[62](index=62&type=chunk) - The company entered into a new one-year revolving line of credit for up to **$6 million** with Fifth Third Bank in October 2024, with no borrowings under this facility as of June 30, 2025[38](index=38&type=chunk)[64](index=64&type=chunk) - Subsequent to the quarter end, the company granted performance-based stock options for executives and issued shares related to RSU grants upon achieving revenue milestones for the BKR9000 radio[75](index=75&type=chunk)[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=20&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Q2 2025 financial results, highlighting a **4.5%** YoY sales increase to **$21.2 million**, significant gross margin improvement to **47.4%**, and nearly doubled operating income, alongside improved liquidity and an undrawn **$6.0 million** credit facility [Executive Summary](index=21&type=section&id=Executive%20Summary) Q2 2025 sales rose **4.5%** YoY to **$21.2 million**, driven by BKR series radio shipments, with gross margin expanding significantly to **47.4%** and net income increasing substantially to **$3.7 million** or **$0.96 per diluted share** - The backlog of unshipped customer orders was approximately **$16.0 million** as of June 30, 2025, compared to **$21.8 million** as of December 31, 2024[89](index=89&type=chunk) | Key Metrics (Q2 2025 vs Q2 2024) | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Sales | ~$21.2M | ~$20.3M | +4.5% | | Gross Profit Margin | 47.4% | 37.3% | +10.1 ppt | | Operating Income | ~$4.0M | ~$2.0M | +100% | | Net Income | ~$3.7M | ~$1.7M | +118% | | Diluted EPS | $0.96 | $0.47 | +104% | [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Net sales for Q2 2025 increased by **4.5%** to **$21.2 million** due to strong BKR series radio sales, while gross profit margin rose to **47.4%** reflecting favorable product mix and manufacturing cost improvements, leading to doubled operating income - The increase in gross profit margins for Q2 and H1 2025 was attributed to a better radio product and accessories sales mix and material cost improvements from transitioning manufacturing to East West Manufacturing, LLC[108](index=108&type=chunk) - SG&A expenses increased by **11.5%** for the six-month period, primarily due to higher engineering and product development costs for the BKR multi-band mobile radio and increased marketing and selling expenses[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity strengthened with cash and cash equivalents reaching **$11.9 million** at June 30, 2025, driven by **$6.0 million** in net cash from operations for the first six months, and an undrawn **$6 million** revolving credit facility - Net cash provided by operating activities totaled approximately **$6.0 million** for the first six months of 2025, compared to **$3.3 million** for the same period in 2024[123](index=123&type=chunk) - The company's cash and cash equivalents balance was approximately **$11.9 million** on June 30, 2025[127](index=127&type=chunk) - A Revolving Loan Commitment with Fifth Third Bank provides for a one-year, **$6 million** line of credit (expandable to **$10 million**), which was unused as of the report date[128](index=128&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a "smaller reporting company," the company is not required to provide disclosure under this item - As a "smaller reporting company," the Company is not required to include disclosures about market risk[133](index=133&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to an un-remediated material weakness in internal control over the income tax provision - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of the end of the reporting period[135](index=135&type=chunk) - The ineffectiveness is due to a material weakness in internal control related to the proper design and implementation of controls over the income tax provision[136](index=136&type=chunk) - Management has engaged in implementing a remediation plan, including using third-party assistance and enhancing review processes for complex accounting transactions[138](index=138&type=chunk)[139](index=139&type=chunk) PART II - OTHER INFORMATION [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20RISK%20FACTORS) The company highlights a new risk concerning potential adverse effects of changes in U.S. trade policy, including tariffs, which could increase costs, impact the supply chain, and reduce demand due to reliance on foreign electronic components - A specific risk factor has been added regarding changes in U.S. trade policy and tariffs, which could materially affect the business due to its reliance on electronic components from foreign sources[146](index=146&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the issuance of **89,248** common shares via cashless warrant exercise on May 2, 2025, and confirms no shares were repurchased under the **$5 million** share repurchase program during Q2 2025 - On May 2, 2025, the Company issued **89,248** shares of common stock upon the cashless exercise of a warrant[148](index=148&type=chunk) - No shares were repurchased during the second quarter of 2025 under the company's **$5 million** share repurchase program authorized in December 2021[148](index=148&type=chunk)[150](index=150&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20EXHIBITS) This section provides an index of all exhibits filed with the Form 10-Q, including corporate governance documents, incentive compensation plans, employment agreement amendments, and CEO/CFO certifications - The report includes exhibits such as the 2025 Incentive Compensation Plan, Employee Stock Purchase Plan, amendments to executive employment agreements, and CEO/CFO certifications[155](index=155&type=chunk)

[FORM 8-K General Information](index=1&type=section&id=FORM%208-K%20General%20Information) This section details the general filing information for the Form 8-K Current Report, including registrant and security specifics - This is a Form 8-K Current Report filed by AIR INDUSTRIES GROUP on August 14, 2025[1](index=1&type=chunk) Registrant Details | Field | Value | |---|---| | Registrant Name | AIR INDUSTRIES GROUP | | State of Incorporation | Nevada | | Commission File Number | 001-35927 | | IRS Employer I.D. Number | 80-0948413 | | Principal Executive Offices | 1460 Fifth Avenue, Bay Shore, New York 11706 | | Registrant's telephone number | (631) 968-5000 | Registered Securities | Title of Class | Trading Symbol(s) | Exchange | |---|---|---| | Common Stock, par value $0.001 | AIRI | NYSE American | - The registrant is not an emerging growth company[3](index=3&type=chunk) [Item 2.02 Results of Operation and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operation%20and%20Financial%20Condition) This section announces the release of financial results for the three and six months ended June 30, 2025, and related conference call details - Air Industries Group issued a press release on August 14, 2025, reporting financial results for the three and six months ended June 30, 2025[4](index=4&type=chunk) - A conference call to discuss financial results is scheduled for August 14, 2025, at 4:30 PM Eastern Time, with replay available at www.airindustriesgroup.com[4](index=4&type=chunk) - The information furnished in this Form 8-K, including Exhibit 99.1, is not deemed 'filed' for Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference unless expressly stated[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section enumerates the financial statements and exhibits accompanying the Form 8-K filing Exhibits Filed | Exhibit No. | Description | |---|---| | 99.1 | Text of press release issued August 14, 2025, by Air Industries Group | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the Form 8-K report by the Chief Financial Officer - The report was signed on August 14, 2025, by Scott Glassman, Chief Financial Officer of Air Industries Group[10](index=10&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%2E%20FINANCIAL%20STATEMENTS) [Condensed Consolidated Balance Sheets (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28unaudited%29) Acuren Corporation's Condensed Consolidated Balance Sheets detail financial position, with slight increases in assets and liabilities, and equity growth despite a rising accumulated deficit | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | % Change | | :-------------------- | :------------ | :---------------- | :----- | :------- | | Total assets | $2,242,358 | $2,207,739 | $34,619 | 1.57% | | Total liabilities | $1,063,295 | $1,056,567 | $6,728 | 0.64% | | Total stockholders' equity | $1,179,063 | $1,151,172 | $27,891 | 2.42% | | Cash and cash equivalents | $130,056 | $139,134 | $(9,078) | -6.52% | | Accounts receivable, net | $257,646 | $236,520 | $21,126 | 8.93% | | Goodwill | $876,790 | $845,939 | $30,851 | 3.65% | | Accumulated deficit | $(133,015) | $(106,989) | $(26,026)| 24.33% | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29%20%28unaudited%29) The Condensed Consolidated Statements of Operations show increased service revenue but declining gross profit and net losses for both periods, with a significantly higher loss in the six-month Successor period | Metric (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $313,925 | $309,292 | $4,633 | 1.50% | | Gross profit | $74,101 | $80,619 | $(6,518) | -8.08% | | Income from operations | $18,350 | $19,749 | $(1,399) | -7.09% | | Net loss | $(233) | $(5,450) | $5,217 | -95.72% | | Metric (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $548,140 | $532,354 | $15,786 | 2.97% | | Gross profit | $117,770 | $136,467 | $(18,697)| -13.70% | | Income from operations | $8,910 | $33,743 | $(24,833)| -73.60% | | Net loss | $(26,026) | $(6,721) | $(19,305)| 287.23% | [Condensed Consolidated Statements of Stockholders' Equity (unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28unaudited%29) The Condensed Consolidated Statements of Stockholders' Equity detail equity changes, with total equity increasing in the Successor period due to share-based compensation and other comprehensive income, despite net losses | Metric (in thousands) | Successor (Dec 31, 2024) | Successor (June 30, 2025) | Change (H1 2025) | | :-------------------- | :----------------------- | :------------------------ | :--------------- | | Total Stockholders' Equity | $1,151,172 | $1,179,063 | $27,891 | | Net loss (H1 2025) | | $(26,026) | | | Share-based compensation expense (H1 2025) | | $2,980 | | | Other comprehensive income (H1 2025) | | $50,937 | | | Metric (in thousands) | Predecessor (Dec 31, 2023) | Predecessor (June 30, 2024) | Change (H1 2024) | | :-------------------- | :----------------------- | :------------------------ | :--------------- | | Total Stockholders' Equity | $381,999 | $380,136 | $(1,863) | | Net loss (H1 2024) | | $(6,721) | | | Share-based compensation expense (H1 2024) | | $17,696 | | | Other comprehensive loss (H1 2024) | | $(12,838) | | [Condensed Consolidated Statements of Cash Flows (unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28unaudited%29) The Condensed Consolidated Statements of Cash Flows show significant improvement in Successor period operating cash flow, less cash used in investing, and a shift in financing activities from providing to using cash | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Operating activities | $26,305 | $(8,754) | $35,059 | | Investing activities | $(28,407) | $(56,627) | $28,220 | | Financing activities | $(10,308) | $8,750 | $(19,058)| | Net change in cash and cash equivalents | $(9,078) | $(56,265) | $47,187 | [Notes to the Condensed Consolidated Financial Statements (unaudited)](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20%28unaudited%29) These notes provide essential context for the financial statements, detailing accounting policies, business combinations, equity, debt, tax, and other disclosures, clarifying the Acuren Acquisition's impact and recent corporate actions [NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%201%2E%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - Acuren Corporation is a leading provider of critical asset integrity services, primarily operating in North America across various industrial markets such as chemical, pipeline, refinery, and power generation[20](index=20&type=chunk) - The company completed the Acuren Acquisition on July 30, 2024, and subsequently changed its name from Admiral Acquisition Limited. This acquisition established Acuren as the accounting acquirer (Successor) and ASP Acuren as the accounting Predecessor, resulting in non-comparable financial statements across periods due to the application of acquisition method accounting[21](index=21&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) [NOTE 2. BUSINESS COMBINATIONS](index=11&type=section&id=NOTE%202%2E%20BUSINESS%20COMBINATIONS) - During the first six months of 2025, Acuren (Successor) completed two minor business combinations for a total cash consideration of **$16.7 million**, contributing **$3.0 million** in service revenue and **$3.9 million** in goodwill[28](index=28&type=chunk) - The significant Acuren Acquisition was completed on July 30, 2024, with an aggregate purchase consideration of **$1.9 billion**, comprising **$1.87 billion** in cash and **$4.0 million** in equity consideration. This acquisition resulted in the recognition of **$865.6 million** in goodwill[29](index=29&type=chunk)[31](index=31&type=chunk) - In the first six months of 2024, the Predecessor completed three minor business combinations for **$47.6 million** cash, generating **$7.5 million** in revenue and **$22.2 million** in goodwill[32](index=32&type=chunk) [NOTE 3. STOCKHOLDERS' EQUITY](index=12&type=section&id=NOTE%203%2E%20STOCKHOLDERS%27%20EQUITY) - On December 16, 2024, the Company domesticated from the British Virgin Islands to Delaware, converting ordinary shares to common stock and Founder Preferred Shares to Series A Preferred Stock on a one-to-one basis, with no change in outstanding shares or proportional equity interest[33](index=33&type=chunk) | Share Class | Par Value | Authorized Shares | Issued & Outstanding (June 30, 2025) | | :---------- | :-------- | :---------------- | :----------------------------------- | | Common Stock | $0.0001 | 500,000,000 | 121,476,215 | | Preferred Stock | $0.0001 | 5,000,000 | | | Series A Preferred Stock | | | 1,000,000 | - Holders of Series A Preferred Stock are entitled to an annual dividend in common stock, equal to **20%** of the common stock's market price appreciation above **$10.00 per share**, once the average price exceeds **$11.50** for **10 consecutive trading days** (condition met in Q1 2025). These shares automatically convert to common stock on a one-for-one basis on December 31, 2034, or at the holder's option prior to that date[36](index=36&type=chunk)[37](index=37&type=chunk)[40](index=40&type=chunk) - As of June 30, 2025, there were **18,264,876 warrants** outstanding, exercisable for approximately **4,566,219 shares** of common stock at an exercise price of **$11.50 per share**, expiring three years after the Acuren Acquisition[43](index=43&type=chunk) [NOTE 4. EARNINGS PER SHARE](index=15&type=section&id=NOTE%204%2E%20EARNINGS%20PER%20SHARE) | Metric | 3 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2025 (Successor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Basic loss per common stock | $(0.00) | $(0.21) | | Basic loss per Series A Preferred Stock | $(0.00) | $(0.21) | | Diluted loss per common stock | $(0.00) | $(0.21) | | Diluted loss per Series A Preferred Stock | $(0.00) | $(0.21) | | Metric | 3 Months Ended June 30, 2024 (Predecessor) | 6 Months Ended June 30, 2024 (Predecessor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Basic loss per common share | $(1.08) | $(1.34) | | Diluted loss per common share | $(1.08) | $(1.34) | - For the three and six months ended June 30, 2025, potentially dilutive shares (stock options, warrants, RSUs, and contingently issuable Series A Preferred Stock dividends) were excluded from diluted EPS calculations as their impact would have been anti-dilutive[47](index=47&type=chunk) [NOTE 5. ACCOUNTS RECEIVABLE](index=17&type=section&id=NOTE%205%2E%20ACCOUNTS%20RECEIVABLE) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Accounts receivable | $204,555 | $216,613 | $(12,058)| | Unbilled receivable | $56,281 | $24,171 | $32,110 | | Allowance for credit losses | $(3,190) | $(4,264) | $1,074 | | Total accounts receivable, net | $257,646 | $236,520 | $21,126 | [NOTE 6. PROPERTY AND EQUIPMENT](index=17&type=section&id=NOTE%206%2E%20PROPERTY%20AND%20EQUIPMENT) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Property and equipment, net | $185,675 | $189,233 | $(3,558)| | Depreciation Expense (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Total depreciation expense | $16,315 | $9,519 | $6,796 | | Depreciation Expense (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Total depreciation expense | $31,912 | $18,712 | $13,200 | [NOTE 7. GOODWILL](index=18&type=section&id=NOTE%207%2E%20GOODWILL) | Metric (in thousands) | December 31, 2024 | June 30, 2025 | Change (H1 2025) | | :-------------------- | :---------------- | :------------ | :--------------- | | Balance | $845,939 | $876,790 | $30,851 | | Acquisitions | | $3,927 | | | Currency adjustments | | $26,924 | | [NOTE 8. INTANGIBLE ASSETS](index=18&type=section&id=NOTE%208%2E%20INTANGIBLE%20ASSETS) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Net Carrying Amount | $742,092 | $740,657 | $1,435 | | Amortization Expense (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Amortization expense | $13,200 | $10,200 | $3,000 | | Amortization Expense (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Amortization expense | $26,200 | $20,100 | $6,100 | [NOTE 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=18&type=section&id=NOTE%209%2E%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Total accrued expenses and other current liabilities | $73,704 | $67,676 | $6,028 | | Accrued salaries, wages and related employee benefits | $35,737 | $33,929 | $1,808 | | Income taxes payable | $6,993 | $2,633 | $4,360 | [NOTE 10. FAIR VALUE MEASUREMENTS](index=18&type=section&id=NOTE%2010%2E%20FAIR%20VALUE%20MEASUREMENTS) - The Company categorizes fair value measurements into a three-level hierarchy: Level 1 for unadjusted quoted prices in active markets, Level 2 for observable inputs (direct or indirect), and Level 3 for unobservable inputs[57](index=57&type=chunk)[63](index=63&type=chunk) - The carrying values of cash, accounts receivable, prepaid expenses, accounts payable, and accrued expenses approximate their fair values due to their short maturity. Long-term debt and finance lease obligations also approximate fair value based on current lending rates[58](index=58&type=chunk) [NOTE 11. LONG-TERM DEBT](index=19&type=section&id=NOTE%2011%2E%20LONG-TERM%20DEBT) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Total debt | $751,263 | $754,798 | $(3,535)| | Long-term debt, net of current portion | $743,532 | $747,048 | $(3,516)| | Term Loan outstanding principal | $769,197 | $773,063 | $(3,866)| | Revolving credit facility outstanding | $0 | $0 | $0 | - The 2024 Credit Agreement provides for a **$775.0 million** seven-year senior secured Term Loan and a **$75.0 million** five-year senior secured Revolving Credit Facility. As of June 30, 2025, the Company was in compliance with all covenants[61](index=61&type=chunk)[65](index=65&type=chunk) - On January 31, 2025, the Term Loan interest rate margins decreased (base rate from **2.50% to 1.75%**, SOFR from **3.50% to 2.75%**). Subsequently, on August 4, 2025, in connection with the NV5 acquisition, new fungible term loans of **$875.0 million** were added, increasing total term loans to **$1.6 billion**, and the Revolving Credit Facility increased to **$125.0 million**[67](index=67&type=chunk)[69](index=69&type=chunk)[98](index=98&type=chunk) [NOTE 12. FINANCIAL INSTRUMENTS](index=21&type=section&id=NOTE%2012%2E%20FINANCIAL%20INSTRUMENTS) - The Company uses interest rate swap agreements to mitigate interest rate exposure on its variable rate debt. These derivatives were not designated as hedging instruments, and all historical agreements were terminated during the six months ended June 30, 2024 (Predecessor)[75](index=75&type=chunk) [NOTE 13. INCOME TAXES](index=21&type=section&id=NOTE%2013%2E%20INCOME%20TAXES) | Metric | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Income tax expense | $3,909 | $7,909 | | Effective tax rate | 106.3% | 321.6% | | Metric | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Income tax expense | $5,374 | $7,199 | | Effective tax rate | (26.0)% | 1,506.1% | - The effective tax rates for the Successor period were significantly impacted by the disparity between results of operations across tax jurisdictions and a **$11.1 million** valuation allowance recorded against interest limitation carryforwards. The Predecessor's high effective tax rate was primarily due to non-deductible stock compensation expense[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - The 'One Big Beautiful Bill Act,' enacted on July 4, 2025, includes changes to federal tax law (e.g., R&D expensing, bonus depreciation). The Company is evaluating its impact on future periods, as these changes were not reflected in the H1 2025 financial statements[80](index=80&type=chunk) [NOTE 14. STOCK-BASED COMPENSATION](index=21&type=section&id=NOTE%2014%2E%20STOCK-BASED%20COMPENSATION) - Acuren's RSU program includes time-based units (vest over three years), market-based units (vest upon stock price reaching **$20.00**), and performance-based units (vest based on Adjusted EBITDA targets)[82](index=82&type=chunk)[83](index=83&type=chunk) | Metric (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2025 (Successor) | | :-------------------- | :--------------------------------------- | :--------------------------------------- | | Total share-based compensation expense | $1,900 | $3,000 | | Time-based RSUs | $900 | $1,700 | | Market-based RSUs | $300 | $600 | | Performance-based RSUs | $700 | $700 | - As of June 30, 2025, total unrecognized compensation expense was **$9.3 million** for time-based RSUs (avg. **2.3 years**), **$2.5 million** for market-based RSUs (avg. **1.7 years**), and **$8.7 million** for performance-based RSUs (avg. **2.8 years**)[86](index=86&type=chunk) [NOTE 15. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%2015%2E%20COMMITMENTS%20AND%20CONTINGENCIES) - The Company is involved in various legal claims arising in the normal course of business but does not anticipate any material adverse effect on its business, results of operations, cash flows, or financial condition from these liabilities[87](index=87&type=chunk) [NOTE 16. SEGMENT REPORTING](index=22&type=section&id=NOTE%2016%2E%20SEGMENT%20REPORTING) - Acuren operates in two reportable segments: United States and Canada, both providing the same services to a similar customer base. Operations in the UK are included within the United States segment[106](index=106&type=chunk) | Segment (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | US Service Revenue | $164,079 | $165,623 | $(1,544) | -0.93% | | Canada Service Revenue | $150,339 | $144,036 | $6,303 | 4.38% | | US Gross Profit | $37,828 | $44,079 | $(6,251) | -14.18% | | Canada Gross Profit | $36,273 | $36,540 | $(267) | -0.73% | | Segment (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | US Service Revenue | $311,769 | $308,927 | $2,842 | 0.92% | | Canada Service Revenue | $237,311 | $224,191 | $13,120 | 5.85% | | US Gross Profit | $65,922 | $81,075 | $(15,153)| -18.69% | | Canada Gross Profit | $51,848 | $55,392 | $(3,544) | -6.40% | [NOTE 17. RELATED PARTIES](index=23&type=section&id=NOTE%2017%2E%20RELATED%20PARTIES) - Mariposa Acquisition IX, LLC (the "Founder Entity"), controlled by Co-Chairman Sir Martin E. Franklin, holds **1,000,000 shares** of Series A Preferred Stock and **18,877,500 shares** of common stock[91](index=91&type=chunk) - The Company incurred advisory fees of **$0.5 million** and **$1.0 million** for the three and six months ended June 30, 2025, respectively, paid to Mariposa Capital, LLC, an affiliate of the Company's Co-Chairmen[92](index=92&type=chunk) - During the Predecessor period ended June 30, 2024, the Company expensed **$0.9 million** (three months) and **$1.7 million** (six months) to American Securities, LLC, an agreement that terminated upon the Acuren Acquisition[92](index=92&type=chunk)[94](index=94&type=chunk) [NOTE 18. SUPPLEMENTAL CASH FLOW DISCLOSURES](index=25&type=section&id=NOTE%2018%2E%20SUPPLEMENTAL%20CASH%20FLOW%20DISCLOSURES) | Metric (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Interest paid | $28,269 | $7,377 | $20,892 | | Income taxes paid | $12,293 | $16,723 | $(4,430) | | Purchases of property and equipment accrued and not yet paid | $2,729 | $1,795 | $934 | | Increases in operating lease assets | $4,464 | $6,688 | $(2,224) | | Increases in finance lease assets | $7,512 | $5,776 | $1,736 | [NOTE 19. SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%2019%2E%20SUBSEQUENT%20EVENTS) - On August 4, 2025, the Company completed the acquisition of NV5 Global, Inc. for approximately **$1.7 billion**, consisting of **$618.7 million** in cash and the issuance of approximately **79.0 million shares** of common stock[96](index=96&type=chunk) - In connection with the NV5 acquisition, the Credit Agreement was amended to include new fungible term loans of **$875.0 million**, increasing total term loans to **$1.6 billion**, and to increase the senior secured revolving credit facility from **$75.0 million to $125.0 million**[98](index=98&type=chunk) - The initial accounting for the NV5 acquisition is incomplete, and required disclosures will be provided in the Form 10-Q for the quarter ended September 30, 2025[97](index=97&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=26&type=section&id=ITEM%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) [Overview](index=27&type=section&id=Overview) Acuren Corporation is a leading North American provider of critical asset integrity services, specializing in TICC, NDT, RAT solutions, and engineering consulting across diverse industrial markets - Acuren is a leading provider of critical asset integrity services in North America, catering to industrial markets such as chemical, pipeline, refinery, power generation, and renewable energy[104](index=104&type=chunk) - The company's services include Testing, Inspection, Certification and Compliance (TICC), Nondestructive Testing (NDT), Rope Access Technology (RAT) solutions for difficult-to-reach areas, and specialized materials engineering with in-lab destructive testing capabilities[105](index=105&type=chunk) - Acuren operates with two reportable segments: the United States (which includes UK operations) and Canada, both offering similar services to comparable customer bases[106](index=106&type=chunk) [Recent Developments](index=27&type=section&id=Recent%20Developments) Recent developments include the **$1.7 billion** NV5 Global acquisition, new tax legislation, and repriced credit facility interest rate margins, impacting the company's financial structure and future tax obligations [Merger with NV5 and Issuance of New Fungible Term Loans](index=27&type=section&id=Merger%20with%20NV5%20and%20Issuance%20of%20New%20Fungible%20Term%20Loans) - On August 4, 2025, Acuren completed the acquisition of NV5 Global, Inc. for approximately **$1.7 billion**, paid with **$618.7 million** in cash and **79.0 million shares** of common stock[107](index=107&type=chunk) - In connection with the NV5 acquisition, the Credit Agreement was amended to include **$875.0 million** in new fungible term loans, increasing the total term loans outstanding to **$1.6 billion**, and to increase the senior secured revolving credit facility from **$75.0 million to $125.0 million**[110](index=110&type=chunk) [Tax Legislation](index=27&type=section&id=Tax%20Legislation) - The 'One Big Beautiful Bill Act' was enacted on July 4, 2025, introducing changes to federal tax law, including the restoration of immediate expensing for domestic R&D expenditures, reinstatement of **100% bonus depreciation**, and more favorable rules for business interest expense limitations[108](index=108&type=chunk) - These tax law changes were not reflected in the income tax provision for the three and six months ended June 30, 2025, as the enactment occurred after the balance sheet date. The Company is currently evaluating the impact on future periods[108](index=108&type=chunk) [Credit Facility Updates](index=27&type=section&id=Credit%20Facility%20Updates) - On January 31, 2025, the Company entered into the First Amendment to the Credit Agreement, which decreased the interest rate margins for the Term Loan (base rate from **2.50% to 1.75%**, SOFR from **3.50% to 2.75%**)[109](index=109&type=chunk) - A Second Amendment to the Credit Agreement, entered into on August 4, 2025, in connection with the NV5 acquisition, increased the total term loans outstanding to **$1.6 billion** and the senior secured revolving credit facility from **$75.0 million to $125.0 million**[110](index=110&type=chunk) [Certain Factors and Trends Affecting Acuren's Results of Operations](index=28&type=section&id=Certain%20Factors%20and%20Trends%20Affecting%20Acuren%27s%20Results%20of%20Operations) Acuren's results are influenced by recent acquisitions, potential cost increases from tariffs, inflationary pressures, and the ongoing evaluation of the OECD's Pillar 2 global minimum corporate tax framework [Summary of Acquisitions](index=28&type=section&id=Summary%20of%20Acquisitions) - In addition to the significant Acuren Acquisition, the Company completed other minor acquisitions during the reported periods, which impact the comparability of its results of operations[112](index=112&type=chunk) [Economic, Industry and Market Factors](index=28&type=section&id=Economic%2C%20Industry%20and%20Market%20Factors) - The Company may experience increased costs due to recent tariff developments between the United States, Canada, and the UK, and has observed inflationary pressures in 2024 and 2025, which it aims to mitigate through cost management and pricing initiatives[113](index=113&type=chunk) - Acuren is evaluating the impact of the OECD's Pillar 2 framework for a global minimum corporate tax of **15%**, with certain aspects effective January 1, 2024, and others January 1, 2025. To date, Pillar 2 has not had a material impact on the effective tax rate or consolidated financial statements[114](index=114&type=chunk) [Description of Key Financial Statement Line Items](index=28&type=section&id=Description%20of%20Key%20Financial%20Statement%20Line%20Items) This section defines key financial statement line items: Service revenue, Cost of revenue, and Selling, general and administrative expenses, explaining their composition and recognition methods [Service revenue](index=28&type=section&id=Service%20revenue) - Service revenue is generated from Acuren's professionals (engineers, scientists, technicians) performing inspections, testing, and related services for customers, primarily on a time and materials basis, and is recognized as services are performed[115](index=115&type=chunk) [Cost of revenue](index=28&type=section&id=Cost%20of%20revenue) - Cost of revenue primarily consists of direct labor, materials, and indirect costs such as supplies, tools, facility costs, equipment depreciation, and travel expenses, recognized as labor hours are incurred[116](index=116&type=chunk) [Selling, general and administrative expenses](index=28&type=section&id=Selling%2C%20general%20and%20administrative%20expenses) - Selling, general and administrative expenses include indirect costs of services, employee compensation, information systems and technology costs, share-based compensation, amortization of intangibles, and facility-related expenses[117](index=117&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section analyzes Acuren's operating results, comparing Successor (2025) to Predecessor (2024) periods, with the Acuren Acquisition significantly impacting comparability of service revenue, gross profit, and net loss | Metric (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $313,925 | $309,292 | $4,633 | 1.5% | | Gross profit | $74,101 | $80,619 | $(6,518) | -8.1% | | Selling, general and administrative expenses | $55,236 | $60,870 | $(5,634) | -9.3% | | Income from operations | $18,350 | $19,749 | $(1,399) | -7.1% | | Net loss | $(233) | $(5,450) | $5,217 | -95.7% | | Metric (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $548,140 | $532,354 | $15,786 | 3.0% | | Gross profit | $117,770 | $136,467 | $(18,697)| -13.7% | | Selling, general and administrative expenses | $107,694 | $102,724 | $4,970 | 4.8% | | Income from operations | $8,910 | $33,743 | $(24,833)| -73.6% | | Net loss | $(26,026) | $(6,721) | $(19,305)| 287.2% | [Comparison of the three months ended June 30, 2025 (Successor) to the three months ended June 30, 2024 (Predecessor)](index=29&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20three%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - Service revenue increased by **1.5%** to **$313.9 million**, driven by new customer wins and higher volumes of callout work[120](index=120&type=chunk) - Cost of revenue increased by **5.0%** to **$239.8 million**, primarily due to higher direct costs supporting increased volumes, direct depreciation expense from the Acuren Acquisition, and incremental labor/onboarding costs for new customer sites[121](index=121&type=chunk) - Gross profit decreased by **8.1%** to **$74.1 million**, mainly attributable to the absence of high-margin turnaround activity and changes in business mix, partially offset by strong callout activity and new customer contributions[122](index=122&type=chunk) - Selling, general and administrative (SG&A) expenses decreased by **9.3%** to **$55.2 million**, primarily due to lower share-based compensation expense, partially offset by higher amortization from the Acuren Acquisition and increased employee/transaction-related costs[124](index=124&type=chunk) - Total depreciation and amortization expense increased by **50.2%** to **$29.5 million**, driven by the step-up in property and equipment and intangible assets resulting from the Acuren Acquisition[125](index=125&type=chunk) - Net interest expense decreased by **12.1%** to **$15.5 million**, primarily due to lower average interest rates compared to the prior year period[126](index=126&type=chunk) [Comparison of the six months ended June 30, 2025 (Successor) to the six months ended June 30, 2024 (Predecessor)](index=31&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20six%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - Service revenue increased by **3.0%** to **$548.1 million**, driven by strong performance in run and maintain and callout work, partially offset by lower non-recurring turnaround activity and adverse weather in the U.S. during Q1 2025[128](index=128&type=chunk) - Cost of revenue increased by **8.7%** to **$430.4 million**, primarily due to direct costs associated with the increased revenue base and higher depreciation expense from the Acuren Acquisition[129](index=129&type=chunk) - Gross profit decreased by **13.7%** to **$117.8 million**, mainly due to adverse weather events in Q1 2025, the timing of turnaround activity, a less favorable mix of work, and the absence of certain one-time, higher-margin projects from the prior year[130](index=130&type=chunk) - Selling, general and administrative (SG&A) expenses increased by **4.8%** to **$107.7 million**, driven primarily by higher employee-related costs and increased amortization expense related to the step-up in intangible assets from the Acuren Acquisition[131](index=131&type=chunk) - Total depreciation and amortization expense increased by **50.0%** to **$58.1 million**, primarily due to the step-up in property and equipment and intangible assets from the Acuren Acquisition[132](index=132&type=chunk) - Net interest expense decreased by **6.2%** to **$31.5 million**, primarily due to lower average interest rates compared to the prior year period[133](index=133&type=chunk) [Operating Segment Results](index=34&type=section&id=Operating%20Segment%20Results) This section analyzes Acuren's United States and Canada operating segments for the three and six months ended June 30, 2025 (Successor) compared to 2024 (Predecessor), detailing changes in service revenue and gross profit [Comparison of the three months ended June 30, 2025 (Successor) to the three months ended June 30, 2024 (Predecessor)](index=34&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20three%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - United States service revenue decreased by **0.9%** to **$164.1 million**, primarily due to lower turnaround volumes and softness in the chemicals and refining end markets[138](index=138&type=chunk) - United States segment gross profit decreased by **14.2%** to **$37.8 million**, mainly attributable to lower turnaround and project activity compared to the prior year's second quarter[139](index=139&type=chunk) - Canada service revenue increased by **4.4%** to **$150.3 million**, driven by higher customer penetration and improved volumes in run and maintain and callout work, supported by growth in energy processing and midstream energy infrastructure[140](index=140&type=chunk) - Canada segment gross profit slightly decreased by **0.7%** to **$36.3 million**, primarily due to a less favorable mix of work and the absence of one-time higher margin projects that benefited the prior year period[141](index=141&type=chunk) [Comparison of the six months ended June 30, 2025 (Successor) to the six months ended June 30, 2024 (Predecessor)](index=35&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20six%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - United States service revenue increased by **0.9%** to **$311.8 million**, driven by improved run and maintain volumes and higher customer penetration, partially offset by adverse weather events in Q1 2025 and reduced customer demand in the chemicals and refining end markets[145](index=145&type=chunk) - United States segment gross profit decreased by **18.7%** to **$65.9 million**, primarily attributable to adverse weather events in Q1 2025, lower turnaround and project volumes, and a less favorable mix of work compared to the prior-year period[146](index=146&type=chunk) - Canada service revenue increased by **5.9%** to **$237.3 million**, driven by higher customer penetration and improved volumes in run and maintain and callout work, supported by growth in the energy processing and midstream energy infrastructure end markets[147](index=147&type=chunk) - Canada segment gross profit decreased by **6.4%** to **$51.8 million**, primarily due to a less favorable mix of work and the absence of one-time higher margin projects that benefited the prior year period[148](index=148&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Acuren's liquidity and capital resources are sufficient to fund operations, service debt, and strategic acquisitions, supported by a Term Loan and Revolving Credit Facility, with improved operating cash flows [Overview](index=35&type=section&id=Overview) - Acuren believes its available cash, future cash flows from operations, access to capital markets, and the Revolving Credit Facility are sufficient to fund operations, service indebtedness, and maintain compliance with debt covenants over the next **12 months**[149](index=149&type=chunk)[151](index=151&type=chunk) - Principal liquidity requirements include working capital, general corporate purposes (capital expenditures, debt service), and funding/integrating strategic acquisitions[151](index=151&type=chunk) [Financing](index=37&type=section&id=Financing) - The Company has a **$775.0 million** seven-year senior secured Term Loan and a **$75.0 million** five-year senior secured revolving credit facility. As of June 30, 2025, **$769.2 million** was outstanding under the Term Loan, with no amounts outstanding under the Revolving Credit Facility[152](index=152&type=chunk) - Acuren was in compliance with all covenants under its Credit Facility as of June 30, 2025[152](index=152&type=chunk) - The Predecessor's 2019 Credit Agreement, which provided for a **$715.0 million** term loan and a **$75.0 million** revolving credit facility, was repaid in full in connection with the Acuren Acquisition on July 30, 2024[153](index=153&type=chunk) [Cash Flows](index=37&type=section&id=Cash%20Flows) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Operating activities | $26,305 | $(8,754) | $35,059 | | Investing activities | $(28,407) | $(56,627) | $28,220 | | Financing activities | $(10,308) | $8,750 | $(19,058)| | Net change in cash and cash equivalents | $(9,078) | $(56,265) | $47,187 | - Net cash provided by operating activities for the six months ended June 30, 2025, increased by **$35.1 million** to **$26.3 million**, primarily driven by favorable changes in working capital, partially offset by lower gross profit and higher SG&A expenses[155](index=155&type=chunk) - Net cash used in investing activities decreased by **$28.2 million** to **$28.4 million** for the six months ended June 30, 2025, primarily due to less cash used in acquisitions[156](index=156&type=chunk) - Net cash used in financing activities for the six months ended June 30, 2025, was **$10.3 million**, mainly for Term Loan payments, finance lease obligations, and debt issuance costs. In the prior year, net cash provided by financing activities was **$8.8 million**, primarily from 2019 Credit Agreement borrowings[157](index=157&type=chunk) [Off-Balance Sheet Arrangements](index=39&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company did not have any material off-balance sheet arrangements with unconsolidated entities or financial partnerships during the six months ended June 30, 2025, or the six months ended June 30, 2024[160](index=160&type=chunk) [Recently Issued Accounting Pronouncements](index=39&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) - The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended December 31, 2024[27](index=27&type=chunk) [Critical Accounting Estimates](index=39&type=section&id=Critical%20Accounting%20Estimates) - There have been no significant changes to the Company's critical accounting policies and estimates from the information provided in its 2024 Annual Report[162](index=162&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=39&type=section&id=ITEM%203%2E%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) - There have been no significant changes to the Company's quantitative and qualitative disclosures about market risk from those discussed in its 2024 Annual Report[163](index=163&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=40&type=section&id=ITEM%204%2E%20CONTROLS%20AND%20PROCEDURES) [Evaluation of Disclosure Controls and Procedures](index=40&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded Acuren's disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses - As of June 30, 2025, the CEO and CFO concluded that the Company's disclosure controls and procedures were not effective at a reasonable assurance level due to material weaknesses previously disclosed in the 2024 Annual Report[165](index=165&type=chunk) [Material Weaknesses in Internal Control Over Financial Reporting](index=40&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20Over%20Financial%20Reporting) Acuren identified material weaknesses in internal control over financial reporting due to insufficient accounting and IT resources, leading to ineffective period-end financial reporting and IT general controls - The Company lacked a sufficient complement of resources with appropriate accounting knowledge, training, and experience to timely and accurately analyze, record, and disclose accounting matters, and to establish effective processes and controls[167](index=167&type=chunk) - Ineffective controls were identified in the period-end financial reporting process, including the design and maintenance of formal accounting policies, procedures, and controls for complete, accurate, and timely financial accounting, reporting, and disclosures, as well as controls over account reconciliations and journal entries, including segregation of duties[167](index=167&type=chunk) - The Company did not design and maintain effective information technology (IT) general controls for financial reporting systems, specifically regarding user access, program change management, computer operations, and program development controls[169](index=169&type=chunk) - These material weaknesses resulted in the misstatement of income tax provision and deferred tax liabilities, leading to a restatement of financial statements for the Predecessor period, and immaterial audit adjustments to various financial statement line items[167](index=167&type=chunk) [Management's Plans to Remediate the Material Weaknesses](index=41&type=section&id=Management%27s%20Plans%20to%20Remediate%20the%20Material%20Weaknesses) Management is actively implementing remediation plans for material weaknesses, including engaging a third-party SOX advisor, hiring qualified finance personnel, providing targeted training, and enhancing accounting and IT controls - Management has engaged a third-party advisor to support the design and implementation of a robust Sarbanes-Oxley Act (SOX) compliance program[174](index=174&type=chunk) - The Company has hired a new Corporate Controller and VP of Finance with experience in building and enhancing control environments to strengthen the finance organization[174](index=174&type=chunk) - Remediation efforts include delivering targeted training on SOX requirements and internal controls, completing a financial statement risk assessment, documenting business processes and controls, developing enhanced policies for journal entries and account reconciliations, initiating remediation of segregation of duties conflicts, and implementing monitoring controls over key information systems[174](index=174&type=chunk) - The Company plans to continue hiring qualified accounting, finance, and IT personnel to support ongoing remediation and sustain a strong control environment. Full remediation will be concluded only after new and enhanced controls have been in place and tested for effectiveness[171](index=171&type=chunk)[172](index=172&type=chunk) [Changes in Internal Control Over Financial Reporting](index=41&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Aside from ongoing remediation efforts for identified material weaknesses, there have been no other material changes to Acuren's internal control over financial reporting during the three months ended June 30, 2025 - Other than the described remediation efforts, there have been no other material changes to the Company's internal control over financial reporting during the three months ended June 30, 2025[173](index=173&type=chunk) [PART II – OTHER INFORMATION](index=42&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [ITEM 1. LEGAL PROCEEDINGS](index=42&type=section&id=ITEM%201%2E%20LEGAL%20PROCEEDINGS) - For information on legal proceedings, refer to Note 15. Commitments and Contingencies in this Quarterly Report, which states that the Company does not expect any material adverse effect from current claims[176](index=176&type=chunk) [ITEM 1A. RISK FACTORS](index=42&type=section&id=ITEM%201A%2E%20RISK%20FACTORS) [Risks Related to NV5](index=42&type=section&id=Risks%20Related%20to%20NV5) This section outlines specific risks for NV5, including vulnerability to economic downturns, government funding fluctuations, contract challenges, potential losses from lump-sum agreements, and operational risks - Demand for NV5's services from state and local government and private clients is cyclical and vulnerable to economic downturns, which could lead to project delays, cancellations, and adverse impacts on financial results[178](index=178&type=chunk)[179](index=179&type=chunk) - NV5 derives approximately **63%** of its gross revenues from public and quasi-public governmental agencies, making its business highly dependent on continued government program funding and susceptible to changes in appropriations, budget constraints, or policy shifts[180](index=180&type=chunk)[181](index=181&type=chunk) - NV5's business relies on winning new contracts and renewing existing ones, a process affected by market conditions, financing, and governmental approvals. Failure to secure these could adversely impact profitability[183](index=183&type=chunk) - Lump-sum contracts, which accounted for **52%** of NV5's revenue in fiscal 2024, expose the company to risks such as underestimation of costs, unforeseen difficulties, and delays, potentially leading to project losses[184](index=184&type=chunk) - NV5's financial results can be adversely impacted by adverse weather conditions and seasonal revenue fluctuations, particularly during the months of November through March[185](index=185&type=chunk) - The loss of key personnel or the inability to attract and retain qualified staff, especially those with government security clearances, could significantly disrupt NV5's business operations and ability to provide services[193](index=193&type=chunk)[194](index=194&type=chunk) - Employee, agent, or partner misconduct, or NV5's failure to comply with various laws and regulations (e.g., government procurements, data privacy, anti-bribery), could harm its reputation, lead to fines, penalties, and criminal/civil enforcement actions[196](index=196&type=chunk) - NV5 is subject to stringent and evolving foreign data privacy and security laws (e.g., EU GDPR, UK GDPR). Non-compliance or challenges to data transfer mechanisms could lead to regulatory investigations, litigation, fines, and business disruptions[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) [Risks Related to the NV5 Merger](index=47&type=section&id=Risks%20Related%20to%20the%20NV5%20Merger) This section details risks from the NV5 merger, including potential litigation, integration challenges, stock price volatility, increased indebtedness, and loss of key business relationships - Litigation related to the merger could result in injunctions preventing its completion or substantial costs for Acuren and NV5, diverting management time and resources[209](index=209&type=chunk) - Acuren may face difficulties in successfully integrating NV5's business and realizing anticipated benefits and synergies due to complexities, differing operational philosophies, and challenges in combining systems and assets[211](index=211&type=chunk)[212](index=212&type=chunk)[217](index=217&type=chunk) - The market price of Acuren's common stock may experience volatility due to factors such as the inability to achieve expected benefits and synergies from the merger, transaction costs, or an increase in outstanding shares[214](index=214&type=chunk)[215](index=215&type=chunk) - Acuren's indebtedness increased significantly upon completion of the merger (total term loans to **$1.6 billion**), which could heighten vulnerability to adverse economic conditions, limit access to additional financing, and require a substantial portion of cash flow for debt payments[216](index=216&type=chunk)[220](index=220&type=chunk) - The merger may lead to a loss of customers, distributors, suppliers, and other business partners, or the termination of existing contracts, if these parties are adversely affected by the combination or prefer not to work with the combined entity[218](index=218&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=48&type=section&id=ITEM%202%2E%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) - There were no unregistered sales of equity securities or use of proceeds to report during the period[219](index=219&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=49&type=section&id=ITEM%203%2E%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) - There were no defaults upon senior securities to report during the period[221](index=221&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=49&type=section&id=ITEM%204%2E%20MINE%20SAFETY%20DISCLOSURES) - This item is not applicable to the Company[222](index=222&type=chunk) [ITEM 5. OTHER INFORMATION](index=49&type=section&id=ITEM%205%2E%20OTHER%20INFORMATION) - During the three months ended June 30, 2025, none of the Company's officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"[223](index=223&type=chunk) [ITEM 6. EXHIBITS](index=49&type=section&id=ITEM%206%2E%20EXHIBITS) - The exhibits filed with this Quarterly Report include certifications by the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2), the Agreement and Plan of Merger (Exhibit 2.1), and various Inline XBRL documents (Exhibits 101.INS, 101.SCH, 101.DEF, 101.CAL, 101.LAB, 101.PRE, 104)[224](index=224&type=chunk) [Signatures](index=50&type=section&id=Signatures) - The report was duly signed on August 14, 2025, by Talman Pizzey, Chief Executive Officer and Director, and Kristin Schultes, Chief Financial Officer[230](index=230&type=chunk)

Exhibit 99.1 LAZYDAYS REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS Tampa, FL (August 14, 2025) – Lazydays Holdings, Inc. (NasdaqCM: GORV) ("Lazydays," the "Company" or "we") today reports financial results for the second quarter ended June 30, 2025. Ron Fleming, CEO, said, "We continued to advance our turnaround plan in the second quarter of 2025. Our focus on operational performance resulted in increases in gross profit margins across all products and services compared to the prior year period, and our pu ...

Exhibit 99.1 LAZYDAYS REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS Tampa, FL (August 14, 2025) – Lazydays Holdings, Inc. (NasdaqCM: GORV) ("Lazydays," the "Company" or "we") today reports financial results for the second quarter ended June 30, 2025. Ron Fleming, CEO, said, "We continued to advance our turnaround plan in the second quarter of 2025. Our focus on operational performance resulted in increases in gross profit margins across all products and services compared to the prior year period, and our pu ...

Exhibit 99.1 Eco Wave Power Global AB (publ) Condensed consolidated financial statements As of June 30, 2025 Unaudited Index | | Page | | --- | --- | | CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | 1 | | CONDENSED CONSOLIDATED STATEMENTS OF LOSS | 2 | | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | 3 | | CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | 4 | | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 5 | | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 6 | i Eco Wave ...

EX-99.1 2 realpha_ex991.htm PRESS RELEASE EXHIBIT 99.1 reAlpha Tech Corp. Announces 1,909% Year-over-Year Revenue Growth for Quarter Ended June 30, 2025 DUBLIN, Ohio, August 14, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the "Company" or "reAlpha"), an AI-powered real estate technology company, today announced financial results and business highlights for the quarter ended June 30, 2025. Business Highlights · Revenue increased 1,909% to approximately $1.3 million in the second quarter of 20 ...

[Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlights the transformative Beckley Psytech combination, solidifying atai's leadership in psychedelic mental health and advancing its clinical pipeline with strong investor confidence - The planned strategic combination with Beckley Psytech is expected to establish atai as a **global leader** in psychedelic mental health[3](index=3&type=chunk) - The combination adds **BPL-003**, a late-stage, clinically-validated asset for treatment-resistant depression (TRD), to atai's wholly owned pipeline[3](index=3&type=chunk) - Recent fundraising efforts in 2025 totaled nearly **$140 million**, reflecting strong investor confidence in the company's strategy[3](index=3&type=chunk) [Key Highlights](index=1&type=section&id=Key%20Highlights) Positive topline data for BPL-003 in TRD demonstrated rapid, durable effects, with cash expected to fund operations into H2 2027, and key milestones anticipated in Q3 2025 - Positive topline data from the **Phase 2b trial of BPL-003** in TRD met primary and key secondary endpoints, showing single-dose effects for up to **8 weeks**[4](index=4&type=chunk) - Topline data from the eight-week open-label extension of the BPL-003 Phase 2b trial is expected in **Q3 2025**[4](index=4&type=chunk) - The company's cash, securities, and other assets are expected to fund combined operations into the **second half of 2027**[4](index=4&type=chunk) [Recent Clinical Highlights and Upcoming Milestones](index=2&type=section&id=Recent%20Clinical%20Highlights%20and%20Upcoming%20Milestones) Updates on key clinical programs include positive BPL-003 Phase 2b results, VLS-01 data delay to H2 2026, ongoing EMP-01 enrollment, and Inidascamine's Phase 2b trial not meeting its primary endpoint [BPL-003 (Intranasal Mebufotenin)](index=2&type=section&id=BPL-003) BPL-003's Phase 2b study in TRD met all endpoints, showing rapid, durable antidepressant effects for up to 8 weeks, with the 8 mg dose selected for Phase 3 - The Phase 2b study met its primary endpoint, demonstrating rapid and durable antidepressant effects for up to **8 weeks** with a single dose[5](index=5&type=chunk) - BPL-003 was generally well-tolerated, with **99%** of treatment-emergent adverse events being mild or moderate, and no drug-related serious adverse events[5](index=5&type=chunk) - The **8 mg dose** has been selected for Phase 3 advancement, with an End-of-Phase 2 meeting request planned for **Q3 2025**[5](index=5&type=chunk) [VLS-01 (Buccal Film DMT)](index=2&type=section&id=VLS-01) Topline data for VLS-01 in TRD is delayed to H2 2026 due to slower site activation and patient recruitment in its Phase 2 trial - Topline data from the Phase 2 trial of VLS-01 in TRD patients is now anticipated in the **second half of 2026**[5](index=5&type=chunk) - The delay is attributed to slower-than-anticipated site activation and patient recruitment[5](index=5&type=chunk) [EMP-01 (Oral R-MDMA)](index=2&type=section&id=EMP-01) Enrollment continues for the Phase 2 study of EMP-01 for social anxiety disorder, with topline data expected in Q1 2026 - Patient enrollment continues in the Phase 2 study of EMP-01 for social anxiety disorder (SAD)[5](index=5&type=chunk) - Topline data from the Phase 2 study are anticipated in the **first quarter of 2026**[5](index=5&type=chunk) [Inidascamine (RL-007)](index=3&type=section&id=Inidascamine) Inidascamine's Phase 2b trial for CIAS did not meet its primary endpoint, leading atai to reallocate resources to its wholly owned psychedelic programs - The Phase 2b trial of inidascamine for CIAS did not meet its primary endpoint with statistical significance[10](index=10&type=chunk) - atai plans to allocate resources to its wholly owned pipeline of psychedelic product candidates focused on affective disorders[10](index=10&type=chunk) [Novel 5-HT2A Receptor Agonists](index=2&type=section&id=Novel%205-HT2A%20Receptor%20Agonists) Novel 5-HT2A receptor agonists with non-hallucinogenic potential in rodent studies are undergoing further optimization and evaluation for therapeutic use - Discovered novel **5-HT2A receptor agonists** that maintain non-hallucinogenic potential in rodent drug discrimination studies[6](index=6&type=chunk) [Corporate Updates](index=3&type=section&id=Corporate%20Updates) atai is advancing its strategic combination with Beckley Psytech for Q4 2025 shareholder approval and initiating US redomiciliation for structural and operational efficiencies - The planned strategic combination with Beckley Psytech is expected to proceed to shareholder approval in **Q4 2025**[10](index=10&type=chunk) - The company has initiated the process to move its corporate domicile to the US for structural simplification and operational efficiencies[10](index=10&type=chunk) [Consolidated Financial Results](index=3&type=section&id=Consolidated%20Financial%20Results) Q2 2025 net loss significantly narrowed to $27.7 million, cash increased to $95.9 million, R&D expenses decreased, and G&A expenses rose due to strategic transactions [Financial Position and Liquidity](index=3&type=section&id=Financial%20Position%20and%20Liquidity) As of June 30, 2025, cash and equivalents totaled $95.9 million, an increase driven by $89.2 million in equity issuances, funding operations into H2 2027 Cash, Cash Equivalents, and Short-Term Securities | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Cash, cash equivalents and short-term securities | $95.9 million | $72.3 million | - The **$23.6 million** increase in cash is primarily due to **$89.2 million** in net proceeds from equity issuances, offset by cash used in operations and debt payoff[7](index=7&type=chunk) - The company's cash runway is expected to fund operations for the combined company into the **second half of 2027**[7](index=7&type=chunk) [Operating Expenses and Net Loss](index=3&type=section&id=Operating%20Expenses%20and%20Net%20Loss) Q2 2025 saw R&D expenses decrease to $11.1 million, G&A expenses increase to $14.9 million, and net loss narrow significantly to $27.7 million Operating Expenses and Net Loss (Q2) | Expense Category | 2025 (Millions USD) | 2024 (Millions USD) | Change (Millions USD) | | :--- | :--- | :--- | :--- | | R&D Expenses | $11.1 | $12.6 | ($1.5) | | G&A Expenses | $14.9 | $13.4 | +$1.5 | | Net Loss | ($27.7) | ($57.3) | $29.6 | - The decrease in R&D expenses was primarily due to lower personnel-related expenses and consulting services[8](index=8&type=chunk) - The increase in G&A expenses was largely due to legal and professional service costs related to the planned Beckley Psytech combination and US redomiciliation[9](index=9&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) Condensed consolidated financial statements detail a Q2 2025 net loss of $27.7 million, with total assets of $189.2 million and stockholders' equity of $143.9 million [Condensed Consolidated Statements of Operations](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Q2 2025 statements show revenue of $0.7 million, total operating expenses of $26.0 million, and a net loss of $27.7 million, or ($0.14) per share Condensed Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2025 (unaudited) | 2024 | | :--- | :--- | :--- | | Revenue (Thousands USD) | $719 | $273 | | Total operating expenses (Thousands USD) | $25,992 | $26,002 | | Loss from operations (Thousands USD) | ($25,273) | ($25,729) | | Net loss attributable to stockholders (Thousands USD) | ($27,729) | ($57,312) | | Net loss per share — basic and diluted (USD) | ($0.14) | ($0.36) | [Condensed Consolidated Balance Sheet](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEET) As of June 30, 2025, the balance sheet reports total assets of $189.2 million, total liabilities of $45.3 million, and stockholders' equity of $143.9 million Condensed Consolidated Balance Sheet (Thousands USD) | Metric | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $61,940 | $17,505 | | Total assets | $189,204 | $159,387 | | Total liabilities | $45,279 | $42,833 | | Total stockholders' equity | $143,925 | $116,554 | [Legal Disclaimers and Forward-Looking Statements](index=4&type=section&id=Legal%20Disclaimers) This section outlines forward-looking statements regarding business strategy, clinical development, the Beckley Psytech transaction, and financial projections, all subject to significant risks and uncertainties - The press release includes forward-looking statements regarding business strategy, product candidate development, the proposed transaction with Beckley Psytech, and cash runway[13](index=13&type=chunk) - These statements involve risks and uncertainties, including the possibility that proposed transactions may not be completed or their anticipated benefits realized[14](index=14&type=chunk) - Investors are urged to read the S-4 Registration Statement and Proxy Statement, when available, for important information about the proposed transactions[16](index=16&type=chunk)