Financial Performance - The company has incurred an accumulated deficit of approximately $121.7 million as of December 31, 2024, with net losses of approximately $22.2 million and $29.2 million for the years ended December 31, 2024 and 2023, respectively [242]. - The company has not generated any revenue from product sales to date and does not expect to do so in the foreseeable future [247]. - The company has experienced recurring losses from operations since inception, raising substantial doubt about its ability to continue as a going concern [395]. Research and Development - Research and development expenses are expected to significantly increase due to the commencement and continuation of clinical trials for product candidates [243]. - The company intends to initiate a Phase 1b or Phase 2 clinical trial for its lead product candidate CLD-101 for newly diagnosed high-grade glioma (HGG) [255]. - The company plans to apply for an Investigational New Drug application (IND) for its product candidate CLD-201, which utilizes allogeneic adipose-derived mesenchymal stem cell [255]. - The company may develop product candidates in combination with other therapies, exposing it to additional risks related to those therapies [282]. - The company is committed to pay up to $10 million in clinical trial costs for CLD-101 for newly diagnosed HGG and recurrent HGG, with contingent consideration of up to $18.7 million based on development milestones achieved [262]. Regulatory Challenges - The success of the company is highly dependent on obtaining regulatory approval for CLD-101 for newly diagnosed HGG and recurrent HGG, as well as CLD-201 and CLD-400 [264]. - The company faces significant challenges in obtaining regulatory approval for its product candidates due to their novel approach using allogeneic neural stem cells and oncolytic viruses [276]. - The regulatory approval pathway for the company's product candidates may be complex, lengthy, and expensive, with no guarantee of approval [278]. - The company may experience delays in clinical trials or regulatory approvals due to heightened safety and contagion rules for live, gene-modified viruses [280]. - The design and conduct of the company's clinical trials differ from previously conducted trials, posing substantial risks for satisfactory outcomes [281]. Market and Competition - The commercial success of adenovirus-based product candidates, including CLD-101 for newly diagnosed and recurrent HGG, depends on public acceptance of immuno-oncology therapies [285]. - The company faces substantial competition from major pharmaceutical and biotechnology companies, which may have greater resources and expertise [297]. - The commercial success of product candidates will depend on their efficacy, safety, convenience, and pricing compared to competitors [301]. - The company may face competition from biosimilars if its products are approved, leading to increased competitive pressure [338]. Funding and Capital Requirements - Future capital requirements may increase significantly due to the scope and costs of product discovery, preclinical and clinical development [256]. - The company may need to raise substantial additional funding to continue its product development programs and operations [255]. - The company may need to sell additional shares or issue debt to meet cash payment obligations, which could delay or reduce development and commercialization activities [263]. - The company may need to curtail clinical and research initiatives if it fails to secure additional capital, potentially delaying its business plans [396]. Compliance and Legal Risks - The company is subject to ongoing legislative and enforcement scrutiny regarding drug pricing practices, which may impact its pricing strategies [345]. - The company must comply with strict advertising and promotion regulations, and failure to do so could result in substantial fines and damage to reputation [330]. - The company is subject to various anti-corruption laws, including the FCPA, which prohibit bribery and could lead to significant penalties if violated [407]. - Compliance with federal and state healthcare laws is critical, as violations could result in substantial penalties and adversely affect the company's financial condition [410]. Operational Challenges - The company lacks a sales and marketing infrastructure, which may hinder the commercialization of current or future product candidates [352]. - The company may face challenges in establishing effective sales and marketing capabilities, which could delay drug launches and increase commercialization expenses [354]. - The company is highly dependent on the expertise of its executive officers and key personnel, making recruitment and retention critical to its success [385]. - The company identified material weaknesses in internal controls over financial reporting, particularly in accounting for derivatives and cash flow statements [400]. External Factors - The change in presidential administration in 2025 introduces uncertainty regarding potential modifications to FDA requirements, which could materially affect business operations and financial condition [308]. - Legislative changes, such as the ACA, could impose additional costs and competition from biosimilars, affecting the company's profitability [342]. - Changes in U.S. and international trade policies, including tariffs, may negatively impact the company's business and operating results [381]. - Unstable global economic conditions could adversely affect the company's financial condition, stock price, and results of operations [382].

Revenue Performance - Revenue from Continuing Operations in Q4 2024 was $200.8 million, a 15% increase year over year compared to $174.7 million in Q4 2023[5] - Revenues for Q4 2024 were $200.8 million, an increase from $174.7 million in Q4 2023, while total revenues for the year decreased to $717.3 million from $727.3 million[36] - Total revenues for the year ended December 31, 2024, were $717.3 million, a slight decrease from $727.3 million in 2023[39] - The Renewable segment revenues in Q4 2024 were $33.6 million, an 18% increase compared to $28.5 million in Q4 2023[11] - The Thermal segment revenues in Q4 2024 were $148.2 million, a 29% increase compared to $115.0 million in Q4 2023[13] - The Babcock & Wilcox Renewable segment generated revenues of $110.1 million in 2024, down from $140.8 million in 2023, representing a decline of about 21.9%[39] - The Babcock & Wilcox Thermal segment reported revenues of $497.9 million for 2024, nearly flat compared to $499.2 million in 2023[39] Operating Income and Loss - Operating Income from Continuing Operations in Q4 2024 was $11.6 million, an increase of $14.8 million compared to an operating loss of $3.3 million in Q4 2023[5] - Operating income for Q4 2024 was $11.5 million, compared to a loss of $3.3 million in Q4 2023, with a total operating income of $25.1 million for the year, up from $16.6 million[36] - Net loss from Continuing Operations in Q4 2024 was reduced to $45.0 million, compared to a net loss of $58.3 million in Q4 2023[5] - The company reported a net loss of $63.0 million in Q4 2024, slightly higher than the loss of $62.2 million in Q4 2023, with a total net loss of $59.8 million for the year compared to $197.0 million in the previous year[36] - For the year ended December 31, 2024, Babcock & Wilcox reported a net loss of $59.8 million, an improvement from a net loss of $197.0 million in 2023[38] Bookings and Backlog - Full Year 2024 Bookings from Continuing Operations reached $889.6 million, a 39% increase compared to the same period in 2023[5] - Continuing Operations Backlog at the end of 2024 was $540.1 million, a 47% increase compared to the end of 2023[5] - Bookings for the Babcock & Wilcox Thermal segment surged to $717 million in 2024, a significant increase from $410 million in 2023, marking a growth of approximately 75.6%[39] - The total backlog as of December 31, 2024, was $540 million, up from $369 million in 2023, indicating a growth of about 46.3%[39] Financial Position - Cash and cash equivalents decreased to $23.4 million as of December 31, 2024, down from $39.9 million a year earlier[37] - Total assets decreased to $727.0 million as of December 31, 2024, from $775.7 million in 2023[37] - The company’s total liabilities increased to $1,010.2 million in 2024, compared to $976.1 million in 2023[37] - Current borrowings rose significantly to $125.1 million in 2024 from $6.2 million in 2023, indicating increased financial leverage[37] - Cash flows from operating activities for the year ended December 31, 2024, were negative at $118.7 million, compared to negative $42.3 million in 2023[38] - Net cash provided by investing activities was $110.0 million in 2024, a significant recovery from a cash outflow of $7.9 million in 2023[38] - The company ended the period with cash, cash equivalents, and restricted cash totaling $131.1 million, up from $71.4 million at the beginning of the year[38] Future Outlook - The company anticipates a Full Year 2025 adjusted EBITDA target range of $70 million to $85 million[9] - The company continues to face challenges from macroeconomic conditions, including inflation and supply chain disruptions, which may impact future performance[29] - Management is actively monitoring market conditions and managing costs to maintain liquidity and support customer needs[29] - The company has not provided specific financial guidance due to uncertainties in market conditions and operational performance[30] Adjusted EBITDA - Adjusted EBITDA from Continuing Operations for the full year 2024 was $68.9 million, a 13% increase compared to $60.8 million in 2023[14] - Adjusted EBITDA for the year ended December 31, 2024, increased to $68.9 million, compared to $60.8 million in 2023, reflecting a growth of approximately 13.4%[40]

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, 2024 ☐ 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: 001-41273 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | Delaware | 84-4529780 | | --- | --- | | ...

BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | Delaware | 84-4529780 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | c/o Pir 29 | | | Einar Hansens Esplanad 29 | | | 211 13 Malmö | | | Sweden | 211 13 | | (Address of principal executive offices) | (Zip Code) | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTI ...

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, 2024 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 001-41610 INTERACTIVE STRENGTH INC. (Exact name of Registrant as specified in its Charter) Delaware 82-1432916 (State or other jurisdicti ...

Acquisition and Partnerships - Xos completed the acquisition of ElectraMeccanica, converting each share into 0.0143739 of a share of Common Stock, totaling 1,766,388 shares[30]. - The acquisition of ElectraMeccanica is expected to enhance capital position and provide growth opportunities, but realization of these benefits is uncertain[208]. - The company is actively pursuing partnerships with OEMs to supply powertrain kits for various commercial vehicles[51]. - The company has entered into MOUs with key manufacturers and suppliers to form strategic alliances, but there is no guarantee these will lead to successful relationships[125]. Product and Technology Development - The next-generation Xos Hub™ offers 280kWh of energy storage capacity and charging rates up to 320kW, allowing simultaneous charging of up to four electric vehicles[40]. - The X-Platform chassis is designed for medium-duty commercial vehicles, focusing on durability and reliability for last-mile applications[44]. - Xos utilizes lithium iron phosphate (LFP) battery packs, which are known for their long cycle life and reduced reliance on rare earth minerals[46]. - The company plans to release refreshed versions of its vehicles as battery technology evolves, which may affect the adoption of existing products[121]. Financial Performance and Risks - The company incurred an operating loss of $45.9 million for the year ended December 31, 2024[174]. - Negative cash flow from operating activities was $48.8 million for the year ended December 31, 2024[178]. - The company faces substantial doubt about its ability to continue as a going concern for the next 12 months due to uncertainties regarding capital access and operational funding[102][108]. - The company may face significant capital needs and may need to raise additional capital, which could dilute stockholders[180]. - The company is dependent on the adoption of electric vehicles by last-mile delivery fleets, and any failure in market development could materially impact its business[120]. Customer and Revenue Concentration - Three customers accounted for 34% of the Company's revenue during the year ended December 31, 2024, with individual contributions of 13%, 11%, and 10%[52]. - The company relies heavily on a small number of customers for revenue, and any loss or reduction in purchases from these customers could adversely affect financial performance[110]. Regulatory and Compliance Challenges - The company is subject to fluctuating raw material prices and potential supply chain risks, with key suppliers including CATL and Dana[60]. - The company is exposed to fluctuations in material costs, which could impact margins if not recouped through sales[146]. - The company faces regulatory risks related to U.S. trade policies and tariffs, which could adversely affect costs and demand for products[212][213]. - Compliance with substantial regulations is necessary for the company and its suppliers, and failure to comply could harm business operations[219]. Operational and Manufacturing Challenges - The company has experienced delays in battery production, resulting in a manufacturing backlog in the vehicle assembly line[128]. - The company has no experience in high-volume manufacturing, which raises concerns about meeting quality and production standards[133]. - The company relies on third-party suppliers for key components, and any delays from these suppliers could impact delivery timelines[128]. - Delays in providing sufficient charging solutions have resulted in postponed vehicle deliveries, impacting customer demand[151]. Workforce and Organizational Changes - The company has 109 full-time employees and 21 contractors as of December 31, 2024, down from 161 full-time employees and 25 contractors the previous year[96]. - The company initiated a workforce reduction of approximately 26% to cut future operating expenses and improve cash flows[172]. - The company has plans to strategically hire more personnel[159]. Intellectual Property and Innovation - As of December 31, 2024, Xos had eight awarded U.S. patents and 23 pending or approved U.S. trademark applications, reflecting its commitment to intellectual property protection[84]. Environmental and Market Considerations - Xos customers may be eligible for up to $40,000 in federal tax credits per vehicle under the Inflation Reduction Act, effective through 2032[66]. - The company is leveraging incentive programs from various states to encourage the installation of charging infrastructure for electric vehicles[69]. - The automotive industry typically experiences higher revenue in spring and summer months, with a peak season for commercial vehicle sales between Thanksgiving and Christmas[82]. Cybersecurity and IT Risks - Cybersecurity threats, including ransomware attacks, are increasingly prevalent and can lead to significant operational disruptions and reputational harm[226]. - The company relies on third-party service providers for critical business systems, and any security incidents with these providers could result in adverse consequences[229]. - The complexity of the company's IT systems and the need for periodic remote updates pose inherent risks, including potential software bugs and security vulnerabilities[231].

Royalty Income and Financial Performance - The Trust currently owns an overriding royalty interest equal to 11.44% of 90% of the Net Proceeds from specified oil and gas properties[16]. - The Trust is entitled to receive 11.44% of 90% of the Net Proceeds each month, following a significant reduction of approximately 88.56% in size due to the 1985 Assignment[16]. - The Monthly Distribution Amount is determined by the cash received from the Royalty during the month, minus obligations paid, with distributions made in January, April, July, and October[30]. - As of December 31, 2024, there were $0 of unreimbursed expenses, indicating effective cost management[31]. - The Trust will terminate if Royalty income falls below $250,000 per year for two consecutive years or if unitholders vote for termination[23]. - The Trust has no sources of liquidity other than revenues from the Royalty and interest on cash reserves held[23]. - The Trust's units are transferable, with a total of 1,863,590 units outstanding as of March 28, 2025[29]. - The Trust's Royalty income is classified as portfolio income and cannot be offset by passive losses[39]. - Distributions from the Trust are subject to backup withholding at a current rate of 24% unless proper taxpayer identification is provided[41]. - Non-U.S. unitholders are generally subject to a 30% tax on gross income from royalties, which may be reduced by applicable treaties[45]. - Royalty income for the year ended December 31, 2024, was $649,164, a significant decrease from $3,279,909 in 2023, primarily due to lower pricing for natural gas and liquids and decreased net production volumes[198]. - Distributable income for 2024 was $462,956, compared to $2,856,814 in 2023, reflecting a decrease in overall income available for distribution[198]. - The Trust's total gross proceeds for 2024 were $1,885,373, compared to $4,996,266 in 2023, showing a decrease of approximately 62%[198]. - The Trust's distributions to unitholders are influenced by the sale prices received from the marketing of production[187]. Reserves and Production - As of December 31, 2024, the Trust's total proved reserves include 9 thousand barrels of oil and condensate, 337 thousand barrels of natural gas liquids, and 4,536 million cubic feet of gas[60]. - The estimated future royalty income attributable to the Trust is $20,071 thousand, with a standardized measure of future net royalty income discounted at 10% per annum totaling $8,907 thousand[62]. - The Hugoton Royalty Properties consist of 104,437 net producing acres, while the San Juan Basin Royalty Properties encompass 31,328 net producing acres[52][54]. - The Trust's net reserves are calculated based on net revenues from Working Interest Owners, with natural gas prices averaging $2.137 per Mcf for San Juan Basin-New Mexico Royalty Properties in 2024[64]. - Total net production volumes for the year ended December 31, 2024, included 195,665 Mcf of natural gas and 12,145 Bbls of oil from Hugoton Royalty Properties[71]. - The quantities of reserves attributable to the Royalty Properties decreased in 2024 and may continue to decrease due to low commodity prices and high operating costs[121]. - Actual production volumes attributable to the Royalty paid for Hugoton Royalty Properties were 298,972 Mcf of natural gas and 23,697 Bbls of oil in 2024, compared to 313,407 Mcf and 23,450 Bbls in 2023[210]. Pricing and Market Conditions - Average sales price for natural gas decreased from $3.90 per Mcf in 2023 to $3.02 per Mcf in 2024, reflecting a significant price drop[71]. - The average Henry Hub Natural Gas Spot Prices decreased from $2.53 per MMBtu in 2023 to $2.19 per MMBtu in 2024, indicating a downward trend in market prices[75]. - The Trust's income is heavily influenced by natural gas pricing, which has a more significant impact than oil and condensate prices[70]. - The average sales price for natural gas liquids in 2024 was $3.02, down from $3.90 in 2023, indicating a decline in market pricing[198]. - Henry Hub Natural Gas Spot Prices increased from $2.58 per MMBtu on December 29, 2023, to $3.40 per MMBtu on December 31, 2024[206]. - The West Texas Intermediate spot price of crude oil increased from $71.65 per barrel on December 29, 2023, to $71.72 per barrel on December 31, 2024[206]. Operating and Administrative Costs - The Working Interest Owners are required to reimburse the Trust for 59.34%, 27.45%, and 1.77% of general and administrative expenses, respectively[23]. - Operating expenses for the Royalty Properties are based on current expenses with no future increases projected due to inflation[65]. - Total excess production costs increased to $793,838 at December 31, 2024, up from $260,731 at December 31, 2023[114]. - General and administrative expenses rose to $196,399 in 2024 from $186,843 in 2023, reflecting increased operational costs[200]. - The average production costs for natural gas in 2024 were $2.64 per Mcf, compared to $2.14 per Mcf in 2023, indicating an increase in production costs[198]. Regulatory and Environmental Factors - The Trust's operations are subject to numerous federal, state, and local environmental regulations, which can impose liability for cleanup costs[90]. - The federal Clean Water Act imposes strict controls on the discharge of pollutants, impacting operational protocols[99]. - Hydraulic fracturing operations are regulated at the state and local level, with potential legislative changes that could affect production[100]. - The Environmental Protection Agency plans to introduce proposed rules targeting per- and polyfluoroalkyl substances (PFAS), which may affect operations[97]. - Environmental regulations are becoming more stringent, potentially increasing compliance costs and adversely affecting Trust distributions[144]. - Climate change legislation could impose additional costs on the Working Interest Owners, impacting their operations and Trust distributions[147]. Risks and Uncertainties - The Trust's financial condition could be adversely affected by declines in commodity prices, particularly natural gas and crude oil[105]. - Cyber-attacks and IT system failures pose significant risks to the operations of the Working Interest Owners, potentially affecting Trust distributions[136]. - Terrorism and geopolitical instability could adversely impact Trust distributions and the market price of Trust units[135]. - The volatility of energy prices reduces the predictability of future cash distributions to unitholders[108]. - The Trustee relies on reserve estimates prepared by Miller and Lents, which may be inaccurate and affect future revenue estimates[122]. - The Trust has no control over the operations of the Royalty Properties, which are managed by independent Working Interest Owners[126]. - Cybersecurity risks could lead to increased costs and operational disruptions, affecting the Trust's financial performance[139]. Governance and Unitholder Rights - The Trust is classified as a grantor trust, incurring no federal income tax liability, with unitholders taxed on their pro rata share of income[35]. - The Trust unitholders have limited voting rights compared to stockholders of public corporations, which may affect governance[152]. - The Trust relies on Working Interest Owners for all operating and financial information regarding the Royalty Properties[186].

Company Overview - Babcock & Wilcox has over 155 years of experience providing diversified energy and emissions control solutions[24]. - The company has a vast installed base of steam generation equipment, generating stable cash flows to fund investments in new clean energy initiatives[26]. - Babcock & Wilcox holds a large number of U.S. and foreign patents, although no single patent is deemed critical to the business[48]. - Babcock & Wilcox's competitive advantages include its extensive experience and technical capabilities in converting a wide range of fuels to steam[41]. Financial Performance - The company has experienced losses from operations in each of the past three years and had negative operating cash flows for the years ended December 31, 2024 and 2023[61]. - Total revenue for 2024 decreased by $10.0 million to $717.3 million compared to $727.3 million in 2023, primarily due to a decline in the B&W Renewable segment[212]. - Operating income increased by $8.5 million from $16.6 million in 2023 to $25.1 million in 2024, driven by higher volume from natural gas conversion and environmental projects[213]. - Net loss from continuing operations decreased by $2.8 million to $73.0 million in 2024 from $75.8 million in 2023, influenced by increased operating income and a loss on debt extinguishment of $7.3 million[214]. - The company utilizes non-GAAP financial measures to provide greater transparency and understanding of its financial performance, which should be viewed alongside GAAP results[222]. Debt and Financing - The company currently has approximately $5.0 million available to borrow under its Credit Agreement and expects to require additional financing to fund working capital[60]. - The company completed offerings of $151.2 million aggregate principal amount of 8.125% Senior Notes due February 2026 and $151.4 million aggregate principal amount of 6.50% Senior Notes due December 2026[64]. - The company has entered into a number of amendments and waivers to its Debt Facilities since December 2022 to provide relief under certain financial covenants[58]. - The company faces substantial doubt about its ability to continue as a going concern due to its financial condition and ongoing discussions with lenders[60]. - The company must refinance its 8.125% Notes and 6.50% Notes due 2026 prior to their maturity to avoid adverse effects on its financial condition[66]. Operational Risks - The company is exposed to various operational risks, including equipment failures and natural disasters, which could disrupt production and increase costs[72]. - The company’s financial performance could be adversely affected by macroeconomic downturns and industry conditions, leading to potential contract delays or cancellations[96]. - Supply chain issues, including component shortages and geopolitical conflicts, could adversely affect business operations and customer relationships[98]. - The company is subject to risks associated with contractual pricing, which may lead to reduced profitability or losses on fixed-price contracts[68]. Strategic Initiatives - The company is evaluating strategic alternatives for its business lines, including the decision to sell B&W Solar in Q3 2023, but there is no assurance that these evaluations will result in successful transactions[79]. - The company’s growth strategy includes strategic acquisitions, but successful execution may be impacted by macroeconomic conditions and competition for acquisition targets[76]. - The company continues to explore cost-saving initiatives to improve cash generation and evaluate non-core business sales to strengthen liquidity[197]. Backlog and Bookings - The company’s backlog was $540.1 million as of December 31, 2024, compared to $368.2 million at December 31, 2023, indicating a significant increase in backlog[81]. - Total bookings increased significantly to $889.6 million in 2024 from $638.7 million in 2023, with notable growth in the B&W Thermal segment[220]. - Expected revenue recognition from backlog for 2025 is projected at $353.2 million, with significant contributions from the B&W Thermal segment[221]. Regulatory and Compliance - The company is required to obtain various permits and licenses for operations and believes it is currently in compliance with all relevant regulations[50]. - The company is subject to various environmental laws and regulations, which may impose significant liabilities and costs for compliance[125]. - Compliance with evolving privacy and data protection laws, such as GDPR and the California Consumer Privacy Act, is critical to avoid significant fines and operational impacts[114]. Employee and Labor Relations - As of December 31, 2024, Babcock & Wilcox employed approximately 1,950 employees, with about 1,900 being full-time[43]. - The company has successfully renegotiated four union contracts in 2024, with two contracts set to expire in 2025[43]. - The company relies on key personnel and may face disruptions if it fails to attract and retain qualified staff[164]. Market and Customer Dynamics - Demand for the company's products and services is influenced by spending in cyclical industries, particularly electric power generating companies[93]. - Approximately 35% of total revenues for continuing operations in 2024 came from international sales, up from 31% in 2023 and 26% in 2022[137]. - Customers may face difficulties in raising capital due to credit market limitations and increased interest rates, potentially impacting future cash flows and liquidity[97]. Intellectual Property and Cybersecurity - The company relies on intellectual property law and confidentiality agreements to protect its proprietary information, which may be vulnerable to theft or misappropriation[116]. - The company has implemented a cybersecurity risk management program informed by recognized industry frameworks[170]. - The company maintains a Security Operations Center to support visibility to cybersecurity incidents in real time[174]. Miscellaneous - The company has a history of paying cash dividends, with future distributions at the discretion of the Board of Directors[187]. - The company has identified certain material weaknesses in internal control over financial reporting as of December 31, 2024[161]. - The company may issue preferred stock, which could dilute the voting power or reduce the value of its common stock[149].

Revenue Performance - Full year revenue increased by 23.9% year over year to $379.8 million in FY 2024, compared to $306.6 million in 2023[4] - Record quarterly revenue of $113.4 million in Q4 2024, up 8.4% year over year from $104.6 million in Q4 2023[10] - Revenues for the year ended December 31, 2024, increased to $379,801 thousand, up 24% from $306,617 thousand in 2023[26] Profitability and Loss - Net loss for FY 2024 was $195.5 million, compared to a net loss of $106.4 million in 2023, with a net loss per share of $0.61[5] - Gross margin improved significantly from 18.7% in 2023 to 31.5% in FY 2024, with Q4 2024 gross margin at 36.6% compared to 22.0% in Q4 2023[5] - The company reported a gross profit of $41,520 thousand for Q4 2024, with a gross margin of 36.6%, compared to $23,024 thousand and 22.0% in Q4 2023[27][33] - Adjusted gross profit for the year ended December 31, 2024, was $123,031 thousand, compared to $63,318 thousand in 2023, with an adjusted gross margin of 32.4%[33] - For the three months ended December 31, 2024, Microvast reported a net loss of $82,323 thousand, compared to a net loss of $24,591 thousand for the same period in 2023, representing an increase of 234%[34] - The adjusted net loss for the twelve months ended December 31, 2024, was $84,648 thousand, which is a 103% increase from the adjusted net loss of $41,551 thousand in 2023[34] - The total net loss for the twelve months ended December 31, 2024, was $195,457 thousand, which is an 84% increase from the net loss of $106,412 thousand in 2023[34] Cash Flow and Assets - Cash and cash equivalents at the end of 2024 were $73,007 thousand, up from $44,541 thousand at the end of 2023[30] - The company generated net cash from operating activities of $2,814 thousand in 2024, compared to a cash used of $75,303 thousand in 2023[30] - Total current assets as of December 31, 2024, were $428,026 thousand, slightly up from $425,606 thousand in 2023[25] Liabilities and Expenses - Total liabilities increased to $563,972 thousand as of December 31, 2024, compared to $532,542 thousand in 2023[25] - Operating expenses for the year ended December 31, 2024, totaled $238,300 thousand, an increase from $165,909 thousand in 2023[26] - Non-cash settled share-based compensation for the twelve months ended December 31, 2024, amounted to $30,849 thousand, down from $64,920 thousand in 2023, reflecting a reduction of 52%[34] - The company incurred interest expenses of $1,404 thousand for the three months ended December 31, 2024, compared to $1,063 thousand in the same period of 2023, marking an increase of 32%[36] - Depreciation and amortization expenses for the twelve months ended December 31, 2024, were $30,832 thousand, up from $22,928 thousand in 2023, representing a 34% increase[36] Future Outlook - The company anticipates revenue growth of 18% to 25% year over year for 2025, targeting revenue between $450 million and $475 million[10] - Backlog has grown to $401.3 million, indicating strong regional demand for the company's technology[2] - Huzhou Phase 3.2 production is expected to come online in Q4 2025 to meet increasing customer demand[10] Adjusted Performance Metrics - Adjusted EBITDA improved to negative $44.8 million in FY 2024 from negative $19.6 million in 2023[5] - The company’s adjusted EBITDA for the three months ended December 31, 2024, was $8,641 thousand, a significant improvement from an adjusted EBITDA of $(2,592) thousand in the same period of 2023[36] - The adjusted net loss per common share for the twelve months ended December 31, 2024, was $(0.27), compared to $(0.13) for the same period in 2023, indicating a worsening in per-share adjusted performance[35] - The net loss per common share for the three months ended December 31, 2024, was $(0.26), compared to $(0.08) for the same period in 2023, indicating a deterioration in per-share performance[35] Changes in Fair Value - Changes in the fair value of warrants and convertible loans contributed $81,200 thousand to the net loss for the three months ended December 31, 2024, compared to $(84) thousand in the same period of 2023[36]

FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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______________ Commission File Number: 001-39090 PROVIDENT BANCORP, INC. (Exact name of registrant as specified in its charter) ...