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AMCI ACQUISITION(AMCI) - 2025 Q3 - Quarterly Report

Financial Performance - For the three months ended September 30, 2025, total revenue was $9,279,000, a decrease of 7% compared to $9,943,000 in the same period of 2024[290]. - Net income for the three months ended September 30, 2025, was $2,861,000, a significant improvement of 105% from a net loss of $57,431,000 in the same period of 2024[290]. - Total revenue for the nine months ended September 30, 2025, decreased by $9.7 million, or 25.9%, compared to the same period in 2024, primarily due to a $7.1 million reduction in licensing revenue[305]. - Net loss for the nine months ended September 30, 2025, improved to $48.9 million from a loss of $110.7 million in the prior year, representing a 55.9% reduction[304]. - Adjusted EBITDA improved by 50%, from $(27,081,000) in 2024 to $(13,504,000) in 2025[290]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $(73.7) million, compared to $(67.0) million in the same period of 2024, reflecting a 10% increase in losses[292]. - Adjusted EBITDA for the three months ended September 30, 2025, was $(13,504) thousand, compared to $(27,081) thousand for the same period in 2024[345]. - The company emphasizes that Adjusted EBITDA is a key measure for evaluating operating performance and establishing budgets[342]. - Adjusted EBITDA is not prepared in accordance with GAAP and has limitations compared to net loss, which is the most directly comparable financial measure[343]. Cost Management - The company has streamlined its cost structure, reducing selling, general, and administrative expenses by 41% from $11,452,000 in 2024 to $6,740,000 in 2025[290]. - Research and development expenses decreased by $18.9 million, or 31.2%, in the nine months ended September 30, 2025, compared to the same period in 2024[308]. - Selling, general and administrative expenses increased by $7.4 million, or 21.5%, in the nine months ended September 30, 2025, compared to the same period in 2024[304]. - Selling, general and administrative (SG&A) expenses increased by $7.4 million, or 21.5%, for the nine months ended September 30, 2025, primarily due to a $13.5 million rise in professional fees related to restructuring efforts[309]. Financing and Liquidity - The company is pursuing a financing initiative with an aggregate original issue price of not less than $35.0 million and not more than $60.0 million, to be completed by October 15, 2025[275]. - Cash and cash equivalents decreased by $22.2 million, or 48.6%, from December 31, 2024, to $23.5 million as of September 30, 2025, primarily due to funding net losses and partial repayment of the Brookfield Loan[313]. - The company anticipates that existing cash and short-term debt securities will not be sufficient to fund operations for the next twelve months, raising substantial doubt about its ability to continue as a going concern[321]. - The company is focusing on cost reduction and evaluating liquidity-enhancing initiatives, including capital raising and strategic partnerships[322]. - Net cash from financing activities was $25.6 million for the nine months ended September 30, 2025, compared to $40.2 million in the same period of 2024, driven by the issuance of $40.0 million of Series A Preferred Stock[331]. Project and Product Development - The company introduced a cohort-based operating model to streamline commercialization, with four projects in the first cohort, targeting completion of offtake negotiations to unlock financing capital[282]. - The company launched CirculAir™, a joint offering with LanzaJet to produce sustainable aviation fuel and renewable diesel from waste feedstocks[269]. - The company is actively managing risks related to potential delays in projects supported by U.S. government programs, which could impact revenue recognition[283]. Other Income and Expenses - Other income, net increased by $38.1 million in the three months ended September 30, 2025, primarily due to changes in the fair value of financial instruments[302]. - Other income, net increased by $62.5 million for the nine months ended September 30, 2025, mainly driven by a $65.3 million change in the fair value of the Convertible Note[311]. - Interest income, net decreased by $1.5 million for the nine months ended September 30, 2025, attributed to lower cash balances in savings and money market accounts[310]. - Loss from operations for the nine months ended September 30, 2025, was $78.9 million, a slight improvement from $81.9 million in the prior year[304]. - The company reported a loss on Brookfield SAFE extinguishment of $6,216 thousand for the nine months ended September 30, 2025[345]. - The change in fair value of the Convertible Note was $(42,980) thousand for the nine months ended September 30, 2025, compared to a gain of $21,572 thousand in 2024[345]. - Loss from equity method investees, net, was $10,019 thousand for the nine months ended September 30, 2025, compared to $7,935 thousand in 2024[345].