Market Newsdesk

March 14, 2025 6:33 am

Collective Mining Announces Investment and Early Exercise of Warrants by Agnico Eagle for Gross Proceeds of C$63.4 Million

PR Newswire

TORONTO
, March 14, 2025 /PRNewswire/ – Collective Mining Ltd. (NYSE: CNL) (TSX: CNL) (“Collective” or the “Company”) is pleased to announce that it has entered into an agreement with Agnico Eagle Mines Limited (“Agnico Eagle”) pursuant to which Agnico Eagle has agreed to subscribe for 4,741,984 common shares in the capital of the Company (the “Shares”) at a price of C$11.00 per Share (the “Offering”). Closing of the Offering is conditional upon, among other things, Agnico Eagle concurrently exercising the common share purchase warrants of the Company (the “Warrants”) it currently holds to acquire an additional 2,250,000 Shares at a price of C$5.01 per Share. In total, between the Offering and the exercise of the Warrants, the Company will receive gross proceeds of approximately $63.4 million. At Closing of the Offering, Agnico Eagle’s ownership interest in the Shares is expected to increase to approximately 14.99%.

Ari Sussman, Executive Chairman commented: “I would like to thank Agnico Eagle for its additional support as we continue to advance our Guayabales Project. The proceeds received will enable us to continue with our planned drill program and we look forward to releasing results in the near term.”

The proceeds from the Offering and exercise of the Warrants are expected to be used for exploration on the Company’s properties in Colombia and for general working capital purposes. Closing of the Offering is also subject to, among other things, the receipt of regulatory approvals, including approval of the Toronto Stock Exchange and acceptance by NYSE American, and is expected to close two business days following receipt of such approval.

About Collective Mining Ltd.

To see our latest corporate presentation and related information, please visit www.collectivemining.com.

Founded by the team that developed and sold Continental Gold Inc. to Zijin Mining for approximately $2 billion in enterprise value, Collective is a gold, silver, copper and tungsten exploration company with projects in Caldas, Colombia. The Company has options to acquire 100% interests in two projects located directly within an established mining camp with ten fully permitted and operating mines.

The Company’s flagship project, Guayabales, is anchored by the Apollo system, which hosts the large-scale, bulk-tonnage and high-grade gold-silver-copper-tungsten Apollo system. The Company’s objectives are to improve the overall grade of the Apollo system by systematically drill testing newly modeled potentially high-grade sub-zones, expand the Apollo system by stepping out along strike to the north and expanding the newly discovered high-grade Ramp Zone along strike and to depth, expand the Trap system and drill a series of newly generated targets including Tower and X.

Management and insiders own approximately 36% of the outstanding shares of the Company and as a result, are fully aligned with shareholders. The Company is listed on the NYSE American and TSX under the trading symbol “CNL” and on the FSE under the trading symbol “GG1”.

Information Contact:

Follow Executive Chairman Ari Sussman (@Ariski73) on X

Follow Collective Mining (

@CollectiveMini1

) on X,

(Collective Mining)

on LinkedIn, and

(@collectivemining)

on Instagram

FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: statements with respect to the proposed Offering and exercise of Warrants; anticipated use of proceeds from the Offering and the exercise of Warrants; receipt of regulatory approvals and other conditions to closing of the Offering, the anticipated advancement of mineral properties or programs; future operations; future recovery metal recovery rates; future growth potential of Collective; and future development plans.

These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events including the direction of our business. Management believes that these assumptions are reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: completion of the Offering and exercise of the Warrants on the terms stated or at all, receipt of all regulatory approvals, planed use of proceeds from the Offering and the exercise of the Warrants; risks related to the speculative nature of the Company’s business; the Company’s formative stage of development; the Company’s financial position; possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; conclusions of future economic evaluations; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, precious and base metals or certain other commodities; fluctuations in currency markets; change in national and local government, legislation, taxation, controls regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formation pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties, as well as those risk factors discussed or referred to in the annual information form of the Company dated March 27, 2024. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and there may be other factors that cause results not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements.

View original content:https://www.prnewswire.com/news-releases/collective-mining-announces-investment-and-early-exercise-of-warrants-by-agnico-eagle-for-gross-proceeds-of-c63-4-million-302401773.html

SOURCE Collective Mining Ltd.

March 14, 2025 6:33 am

New Gold Announces Expiration and Results of its Tender Offer for its 7.50% Senior Notes due 2027

PR Newswire

(All amounts are in U.S. dollars unless otherwise indicated)

TORONTO
, March 14, 2025 /PRNewswire/ – New Gold Inc. (“New Gold” or the “Company”) (TSX: NGD) (NYSE American: NGD) announced today that the tender offer (the “Tender Offer”) commenced on March 4, 2025 to purchase any and all of its outstanding 7.50% Senior Notes due 2027 (the “Notes”) expired at 5:00 p.m. New York City Time on March 13, 2025 (the “Expiration Time”).

According to D.F. King & Co., Inc., the tender agent for the offer, valid tenders had been received at the expiration of the offer in the amount and percentage set forth in the table below.

Title of Security	CUSIP Numbers	Principal Amount Outstanding	Principal Amount Tendered	Percentage of Principal Amount Tendered
7.50% Senior Notes due 2027	644535 AH9 (Rule 144A) / C62944 AD2 (Regulation S)	$400,000,000	$288,843,000⁽¹⁾	72.21 %

(1)	Tendered principal amount excludes $12,000 aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase.

New Gold expects to accept for purchase all Notes validly tendered and not validly withdrawn as of the Expiration Time and expects to make payment for any such Notes on Tuesday, March 18, 2025. The settlement date for Notes tendered pursuant to guaranteed delivery procedures is expected to also be March 18, 2025.

New Gold will use a portion of the proceeds from the issuance of $400 million aggregate principal amount of its 6.875% Senior Notes due 2032 (the “New Notes”), which is expected to close on March 18, 2025, for the payment of all Notes to be purchased in the Tender Offer. New Gold’s obligation to accept and pay for the tendered Notes is conditioned on, among other things, the closing of the offering of the New Notes (the “Notes Offering”). New Gold intends, but is not obligated, to redeem any Notes that were not tendered in the Tender Offer on or about July 15, 2025, at the then-applicable redemption price of 100.00% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. However, there can be no assurance that any Notes will be redeemed.

The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc. by emailing [email protected] or by calling (800) 207-2872 or, for banks and brokers, (212) 269-5550. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: www.dfking.com/NGD.

New Gold has retained BofA Securities and BMO Capital Markets to serve as Dealer Managers for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BofA Securities at +1 (980) 387-9534 (collect), +1 (888) 292-0070 (toll-free) or [email protected] or BMO Capital Markets at +1 (212) 702-1840 (collect), +1 (833) 418-0762 (toll-free) or [email protected].

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, including the Notes Offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a notice of redemption under the indenture governing the Notes.

About New Gold
New Gold is a Canadian-focused intermediate mining Company with a portfolio of two core producing assets in Canada, the Rainy River gold mine and the New Afton copper-gold mine. New Gold’s vision is to build a leading diversified intermediate gold company based in Canada that is committed to the environment and social responsibility.

Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than of historical fact, that address activities, events or developments that New Gold believes, expects or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the timing and outcome of the Tender Offer, the Company’s intention to redeem any notes not tendered and the timing thereof and completion and timing of the Notes Offering and the use of proceeds therefrom. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made, and New Gold does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

View original content to download multimedia:https://www.prnewswire.com/news-releases/new-gold-announces-expiration-and-results-of-its-tender-offer-for-its-7-50-senior-notes-due-2027–302401669.html

SOURCE New Gold Inc.

March 14, 2025 6:33 am

CVS Weight Management™ Program Improves Health Outcomes While Also Lowering Costs

PR Newswire

Three and a Half Million Members of CVS Caremark’s Clients Now Enjoy Access to Clinical Weight Loss Program With Proven Results, High Satisfaction

WOONSOCKET, R.I.
, March 14, 2025 /PRNewswire/ — CVS Health® (NYSE: CVS) released compelling data today from the CVS Weight Management^TMprogram in which participants achieved more than 15% weight loss on average, including existing anti-obesity medication users who succeeded in nearly doubling their pre-program weight loss while working with program clinicians on diet and lifestyle.¹ Before enrolling in the CVS Weight Management program, 70% of members were using a weight management drug without any lifestyle or nutrition support.¹

The initial results demonstrate improved weight loss and high program satisfaction for CVS Caremark clients’ plan members trying a lifestyle-first approach and additional clinical effectiveness and cost savings for members receiving clinical support while taking weight management medications like GLP-1s.

The CVS Weight Management program provides one-on-one support from a dedicated registered dietitian in a virtual setting, including personalized nutrition planning based on health needs, social determinants of health, and cultural and individual preferences, empowering members to develop sustainable habits for achieving long-term weight loss. At the direction of plan sponsors, the program can seamlessly integrate into a member’s existing pharmacy benefit.

“The data are clear: GLP-1 weight-loss drugs work best when combined with nutrition, lifestyle support and proper dosing²,” said Dr. Michelle Gourdine, Chief Medical Officer, CVS Caremark. “The CVS Weight Management program is a clinically rigorous solution that helps optimize the effectiveness of GLP-1s for weight loss for those that use them. It also supports members in making changes to improve weight and cardiometabolic health without medication to help offset or achieve success without the use of medication.”

CVS Caremark Clients Experience Significant Cost Savings
CVS Caremark clients who adopted the CVS Weight Management program spent up to 26% less on GLP-1 medications for weight-loss, compared to those clients who did not adopt the program.¹ The program is also leaving a lasting impact, with 92% of participating plan members expressing satisfaction after six months in the program.¹ These findings are especially compelling when the list price of GLP-1 drugs, which are set by the drug manufacturers, can easily cost thousands of dollars per year per member.

As of February 1, 2025, the CVS Weight Management program is now available to more than 3.5 million CVS Caremark plan members. The influx in enrollment nods to proven results in a program that is optimizing the effectiveness of GLP-1 weight loss drugs while lowering overall plan pharmacy costs.

In clinical trials, GLP-1 anti-obesity medications showed the best outcomes when drug therapy was combined with structured lifestyle support,² such as those embedded in the CVS Weight Management program.

Data Demonstrates Durable, Lifestyle-First Solutions for Sustainable Health Outcomes
Despite FDA prescription drug labeling recommendations to take GLP-1‘s in combination with diet and physical activity, before enrolling in the CVS Weight Management program, 70% of members were using a weight management drug without any lifestyle or nutrition support.¹ After completing the program, the clinical results for members are particularly striking:

Before program enrollment nearly 30% of members had lost less than 1 percent body weight on anti-obesity medication. These same members lost on average 11.7% of body weight after enrollment. That’s 13x increase in total weight loss.¹
The program accelerated weight-loss and delivered best-in-class results of average 20% weight loss for those with moderate success prior to enrollment.¹
Members who chose to discontinue anti-obesity medication and retain lifestyle support maintained 94% of their weight loss after 6 months.¹

Results are derived from a population of 265,000 members from 2023-2024.

About CVS Health

CVS Health® is the leading health solutions company, delivering care like no one else can. We reach more people and improve the health of communities across America through our local presence, digital channels and over 300,000 dedicated colleagues — including more than 40,000 physicians, pharmacists, nurses and nurse practitioners. Wherever and whenever people need us, we help them with their health — whether that’s managing chronic diseases, staying compliant with their medications or accessing affordable health and wellness services in the most convenient ways. We help people navigate the health care system — and their personal health care — by improving access, lowering costs and being a trusted partner for every meaningful moment of health. And we do it all with heart, each and every day. Follow @CVSHealth on social media.

Media contact

Phil Blando

202-258-4978
[email protected]

¹ CVS Health Analytics, 2024. Weight Management Results. Data from August 2023 through September 2024. 265K Total Covered Lives, as of 9/30/24.

² Wilding, J. P., et al (2021). Once-Weekly Semaglutide in Adults with Overweight or Obesity. New England Journal of Medicine, 384(11), 989–1002. https://doi.org/10.1056/nejmoa2032183

View original content to download multimedia:https://www.prnewswire.com/news-releases/cvs-weight-management-program-improves-health-outcomes-while-also-lowering-costs-302401630.html

SOURCE CVS Health

March 14, 2025 6:33 am

GERN INVESTOR ALERT: Geron Corporation Investors with Substantial Losses Have Opportunity to Lead Class Action Lawsuit

PR Newswire

SAN DIEGO
, March 14, 2025 /PRNewswire/ — The law firm ofRobbins Geller Rudman & Dowd LLP announces that purchasers or acquirers of Geron Corporation (NASDAQ: GERN) securities between June 7, 2024 and February 25, 2025, inclusive (the “Class Period”), have until May 12, 2025 to seek appointment as lead plaintiff of the Geron class action lawsuit. Captioned Dabestani v. Geron Corporation, No. 25-cv-02507 (N.D. Cal.), the Geron class action lawsuit charges Geron and certain of Geron’s top current and former executives with violations of the Securities Exchange Act of 1934.

If you suffered substantial losses and wish to serve as lead plaintiff of the Geron class action lawsuit, please provide your information here:

https://www.rgrdlaw.com/cases-geron-corporation-class-action-lawsuit-gern.html

You can also contact attorneys J.C. Sanchez or Jennifer N. Caringal of Robbins Geller by calling 800/449-4900 or via e-mail at [email protected].

CASE ALLEGATIONS: Geron is a commercial-stage biopharmaceutical company that focuses on the development of therapeutic products for oncology. According to the complaint, Geron’s primary product is a telomerase inhibitor, imetelstat, which Geron sells under the brand name Rytelo.

The Geron class action lawsuit alleges that defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (i) defendants created the false impression that they possessed reliable information pertaining to Geron’s projected revenue outlook and anticipated growth while also minimizing risk from seasonality and macroeconomic fluctuations; (ii) in truth, Geron’s optimistic reports of Rytelo’s launch success and potential growth fell short of reality as the impacts of seasonality, existing competition, and the burden of continued monitoring played a much more significant role in patient starts than defendants had implied; and (iii) Rytelo lacked the necessary awareness to penetrate the market, resulting in an inability for Geron to capitalize on the purportedly significant unmet need for the drug, particularly among first-line patients and those outside the academic setting.

The Geron class action lawsuit further alleges that on February 26, 2025, Geron announced its financial results for the fourth quarter of fiscal year 2024, disclosing that Rytelo’s growth had flattened over the preceding months, attributing the diminished growth on seasonality, competition, lack of awareness for Rytelo, and the burden of the monitoring requirement necessary for the drug treatment. On this news, Geron’s stock price declined more than 32%, the complaint alleges.

THE LEAD PLAINTIFF PROCESS: The Private Securities Litigation Reform Act of 1995 permits any investor who purchased or acquired Geron securities during the Class Period to seek appointment as lead plaintiff in the Geron class action lawsuit. A lead plaintiff is generally the movant with the greatest financial interest in the relief sought by the putative class who is also typical and adequate of the putative class. A lead plaintiff acts on behalf of all other class members in directing the Geron class action lawsuit. The lead plaintiff can select a law firm of its choice to litigate the Geron Energy class action lawsuit. An investor’s ability to share in any potential future recovery is not dependent upon serving as lead plaintiff of the Geron class action lawsuit.

ABOUT ROBBINS GELLER: Robbins Geller Rudman & Dowd LLP is one of the world’s leading law firms representing investors in securities fraud and shareholder litigation. Our Firm has been ranked #1 in the ISS Securities Class Action Services rankings for four out of the last five years for securing the most monetary relief for investors. In 2024, we recovered over $2.5 billion for investors in securities-related class action cases – more than the next five law firms combined, according to ISS. With 200 lawyers in 10 offices, Robbins Geller is one of the largest plaintiffs’ firms in the world, and the Firm’s attorneys have obtained many of the largest securities class action recoveries in history, including the largest ever – $7.2 billion – in In re Enron Corp. Sec. Litig. Please visit the following page for more information:

https://www.rgrdlaw.com/services-litigation-securities-fraud.html

Past results do not guarantee future outcomes.
Services may be performed by attorneys in any of our offices.

Contact:

Robbins Geller Rudman & Dowd LLP
J.C. Sanchez, Jennifer N. Caringal
655 W. Broadway, Suite 1900, San Diego, CA 92101
800-449-4900
[email protected]

View original content to download multimedia:https://www.prnewswire.com/news-releases/gern-investor-alert-geron-corporation-investors-with-substantial-losses-have-opportunity-to-lead-class-action-lawsuit-302401558.html

SOURCE Robbins Geller Rudman & Dowd LLP

March 14, 2025 6:28 am

Emerald Reports Fourth Quarter and Full Year 2024 Financial Results

Emerald Reports Fourth Quarter and Full Year 2024 Financial Results

Emerald Bolsters Event Portfolio with Two Strategic Acquisitions, Enhancing Growth Profile and Portfolio Diversification

Company Returns $11.4 Million to Shareholders Through Stock Buybacks and Dividends in Fourth Quarter

NEW YORK–(BUSINESS WIRE)–
Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”), America’s largest producer of trade shows and their associated conferences, content and commerce, today reported financial results for the fourth quarter and fiscal year ended December 31, 2024.

Financial Highlights

Revenues of $398.8 million for 2024, an increase of $16.0 million, or 4.2%, over 2023, primarily due to organic revenue growth and revenues from acquisitions, offset by several discontinued events that were not contributing to profitability.
- Organic Revenues, a non-GAAP measure, which takes into account the impact of acquisitions, scheduling adjustments and discontinued events, of $385.3 million for 2024, an increase of $21.3 million, or 5.9%, from $364.0 million for 2023 (Refer to Schedule 1 for a reconciliation to revenues, the most directly comparable GAAP measure).
Net income of $2.2 million for 2024, compared to net loss of $8.2 million for 2023.
Adjusted EBITDA, a non-GAAP measure, of $101.7 million for 2024, compared to $97.8 million for 2023 (Refer to Schedule 3 for a reconciliation to net income (loss), themost directly comparable GAAP measure); Increased Adjusted EBITDA excluding event cancellation insurance, a non-GAAP measure, of $100.2 million for 2024, by 5.5% as compared to $95.0 million in 2023 (Refer to Schedule 3 for a reconciliation to net income (loss), the most directly comparable GAAP measure).
Ended the year with $194.8 million in cash and full availability of its $110.0 million revolving credit facility.
For the full year 2025, the Company expects to generate $450 – 460 million of Revenue and $120-125 million of Adjusted EBITDA, which includes contribution of approximately $40 million to Revenue and approximately $15 million to Adjusted EBITDA from today’s announced acquisitions.

Operational and Capital Structure Updates

Emerald signed an agreement to acquire This is Beyond, a London-based luxury travel event business, and completed the acquisition of Insurtech Insights, a premier operator of large-scale insurance technology conferences across the US, Europe, and Asia, for an aggregate consideration of approximately $160 million.
On January 30, 2025, Emerald completed the refinancing and upsizing to $515 million of its First Lien Term Loan and extended the maturity date of its revolving credit facility.
The Company repurchased $8.4 million of its common stock in the fourth quarter at an average price of $4.68 per share.
On February 25, 2025, Emerald’s Board of Directors declared a dividend for the quarter ending March 31, 2025 of $0.015 per share.

Hervé Sedky, Emerald’s President and Chief Executive Officer, said, “2024 was a transformative year for Emerald – one where we took decisive actions to strategically optimize our portfolio of live B2B events with precision and purpose. Each step has laid the groundwork for a stronger, more resilient future, driven by a diversified business mix and a foundation for sustained growth and profitability.

Following quarter end, we signed an agreement to acquire This is Beyond, the London-based architect of world-class luxury travel B2B trade shows, and completed the acquisition of Insurtech Insights, a premier operator of large-scale insurance technology conferences across the US, Europe, and Asia. These strategic acquisitions expand and diversify our portfolio, reinforcing Emerald’s leadership in high-value, growth-oriented industries while sharpening our competitive position. With each acquisition, and each expansion, we strengthen our market presence and deepen our impact. Emerald is committed to delivering unmatched value to our customers, who continue to find in-person experiences irreplaceable in their return on investment. Looking ahead, we remain committed to disciplined growth through strategic acquisitions and new event launches, positioning Emerald as the industry leader while creating lasting value for shareholders and the markets we serve.”

David Doft, Emerald’s Chief Financial Officer, added, “Our full-year revenue and Adjusted EBITDA results aligned closely with expectations as we managed through the effects of portfolio optimization and refocusing on high-value opportunities, while managing continued softness in our content business in 2024. Additionally, we took decisive steps to bolster financial flexibility, refinancing our term loan in January with a new, upsized $515 million senior secured term loan maturing in 2032 and extending the maturity of our senior secured revolving credit facility to 2030. With these strategic moves—combined with portfolio optimization and disciplined acquisitions—we are well-positioned for a solid year ahead. For 2025, we anticipate Revenue and Adjusted EBITDA in the range of $450 million – $460 million and $120 million – $125 million, respectively, as we realize the benefits of recent portfolio moves. These strategic actions position Emerald as a more agile, resilient and profitable organization, laying the foundation for sustainable growth and long-term success.”

Fourth Quarter and Full Year Ended December 31, 2024 Financial Performance and Highlights

	Three Months Ended December 31,											Year Ended December 31,
	2024		2023			Change			% Change			2024			2023			Change		% Change
	(unaudited, dollars in millions, except percentages and per share data)
Revenues	$	106.8	$	101.5		$	5.3			5.2	%	$	398.8		$	382.8		$	16.0		4.2	%
Net income (loss)	$	5.1	$	(17.9	)	$	23.0		NM			$	2.2		$	(8.2	)	$	10.4	NM
Net cash provided by operating activities	$	20.6	$	15.6		$	5.0			32.1	%	$	46.8		$	40.3		$	6.5		16.1	%
Diluted income (loss) per share	$	0.03	$	(0.46	)	$	0.48		NM			$	(0.07	)	$	(0.78	)	$	0.71	NM

Non-GAAP measures:
Adjusted EBITDA	$	33.1	$	35.8		$	(2.7	)		(7.5	%)	$	101.7		$	97.8		$	3.9		4.0	%
Adjusted EBITDA excluding event cancellation insurance proceeds	$	32.6	$	35.8		$	(3.2	)		(8.9	%)	$	100.2		$	95.0		$	5.2		5.5	%
Free Cash Flow	$	18.4	$	13.5		$	4.9			36.3	%	$	37.0		$	28.8		$	8.2		28.5	%
Free cash flow excluding event cancellation insurance proceeds, net	$	17.9	$	13.5		$	4.4			32.6	%	$	35.5		$	26.0		$	9.5		36.5	%

Fourth quarter 2024 revenues were $106.8 million, an increase of $5.3 million or 5.2% versus the fourth quarter 2023, driven primarily by organic revenue growth of $6.1 million and $4.8 million in revenue from acquisitions, offset by scheduling adjustments of $3.7 million and prior year revenue of $1.9 million related to discontinued events that were not contributing to profitability. Full year 2024 revenues were $398.8 million, an increase of $16.0 million or 4.2% versus the full year 2023, driven primarily by organic revenue growth of $21.3 million and $13.5 million in revenue from acquisitions, offset by prior year revenue of $18.2 million related to discontinued events that were not contributing to profitability and by $0.6 million in revenue from an event cancelled in the current year due to a hurricane.
Fourth quarter 2024 Organic Revenues from the Connections reportable segment were $87.4 million, an increase of $4.7 million or 5.7% versus the fourth quarter 2023, due primarily to an increase in recurring revenues. Full year 2024 Organic Revenues from the Connections reportable segment were $341.6 million, an increase of $20.2 million or 6.3% versus the full year 2023, due primarily to an increase in recurring revenues of $17.3 million and $2.8 million from new event launches.
Fourth quarter 2024 Organic Revenues from the All Other category were $12.5 million, an increase of $1.4 million or 12.6% versus the fourth quarter 2023, due to a $1.1 million increase in Content revenues and a $0.3 million increase in Commerce revenues. Full year 2024 Organic Revenues from the All Other category were $43.7 million, an increase of $1.1 million or 2.6% versus the full year 2023, due to a $1.8 million increase in Commerce revenues, offset by a $0.7 million decrease in Content revenues.
Fourth quarter 2024 net income was $5.1 million, compared to net loss of $17.9 million for the fourth quarter 2023, principally as a result of lower provision for income taxes. Full year 2024 net income was $2.2 million, compared to net loss of $8.2 million for the full year 2023.
Fourth quarter 2024 Adjusted EBITDA was $33.1 million, compared to $35.8 million for the fourth quarter 2023. Adjusted EBITDA excluding event cancellation insurance for the fourth quarter 2024 was $32.6 million, compared to $35.8 million for the fourth quarter 2023. Full year 2024 Adjusted EBITDA was $101.7 million, compared to $97.8 million for the full year 2023. Adjusted EBITDA excluding event cancellation insurance for the full year 2024 was $100.2 million, compared to $95.0 million for the full year 2023. The year-over-year increase was a result of cost management and the discontinuation of several small, non-core and unprofitable events.

For a discussion of the Company’s presentation of Organic revenues and Adjusted EBITDA, which are non-GAAP measures, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 1 for a reconciliation of Organic revenues to revenues (discussed in the first paragraph of this section), the most directly comparable GAAP measure, and refer to Schedule 3 for a reconciliation of Adjusted EBITDA to net income (discussed in the second paragraph of this section), the most directly comparable GAAP measure.

Cash Flow

Fourth quarter 2024 net cash provided by operating activities was $20.6 million, compared to $15.6 million in the fourth quarter 2023. Full year 2024 net cash provided by operating activities was $46.8 million, compared to $40.3 million for the full year 2023.
Fourth quarter 2024 capital expenditures were $2.2 million, compared to $2.1 million in the fourth quarter 2023. Full year 2024 capital expenditures were $9.8 million, compared to $11.5 million for the full year 2023.
Fourth quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, which the Company defines as net cash provided by operating activities less capital expenditures, event cancellation insurance proceeds and taxes paid on event cancellation insurance proceeds, was $17.9 million, compared to $13.5 million in the fourth quarter 2023. The calculation of fourth quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $1.2 million, acquisition integration and restructuring-related transition costs of $1.1 million and $1.3 million in non-recurring legal, audit and consulting fees. The calculation of fourth quarter 2023 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.8 million, acquisition integration, restructuring-related transition costs of $2.1 million, and non-recurring legal and consulting fees of $1.1 million. The total of these items is $3.6 million and $4.0 million for the quarters ended December 31, 2024 and 2023, respectively.
Full year 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, was $35.5 million, compared to $26.0 million in the full year 2023. The calculation of 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $3.4 million, acquisition integration and restructuring-related transition costs of $8.3 million and $3.0 million in non-recurring legal, audit and consulting fees. The calculation of 2023 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $2.6 million, acquisition integration and restructuring-related transition costs of $6.1 million and $4.1 million in non-recurring legal, audit and consulting fees. The total of these items is $14.7 million and $12.8 million for the years ended December 31, 2024 and 2023, respectively.

For a review of the Company’s presentation of Free Cash Flow, which is a non-GAAP measure, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 4 for a reconciliation of Free Cash Flow to net cash provided by operating activities (discussed in the first paragraph of this section), the most directly comparable GAAP measure.

Acquisition of This is Beyond and Insurtech Insights

On March 13, 2025 Emerald signed an agreement to acquire This is Beyond, a London-based luxury travel event business. Emerald also completed the acquisition of Insurtech Insights, a premier operator of large-scale insurance technology conferences across the US, Europe, and Asia on March 13, 2025. Combined, the acquisitions have a total initial purchase price of £124 million, or approximately $160 million at current exchange rates.

This is Beyond provides luxury travel vendors and operators with the opportunity to meet vetted, decision-making buyers and supply travel leaders a forum to build relationships, create new business ideas and generate revenue. This is Beyond currently produces seven events globally, including PURE Life Experiences, which is focused on the high-end experiential travel sector, and LE Miami, focused on the high-end contemporary travel sector. The acquisition provides Emerald with a leading niche in the global luxury travel business and further supports Emerald’s portfolio diversification efforts. The transaction is expected to close by the end of the second quarter, subject to the satisfaction of customary closing conditions.

Insurtech Insights operates three large scale insurance technology conferences in New York, London and Hong Kong. Conferences provide insurance professionals with insights, inspiration and networking opportunities, while attendees include insurance brokers and agents from the top insurers and solutions providers globally. The acquisition closed on March 13, 2025.

Dividend

On February 25, 2025, Emerald’s Board of Director’s declared a dividend for the quarter ending March 31, 2025, of $0.015 per share payable on March 20, 2025 to holders of Emerald’s common stock as of March 10, 2025.

Emerald Share Repurchase Program

Emerald’s Board of Directors previously approved an extension and expansion of the Company’s share repurchase program that allows for the repurchase of $25.0 million of its common stock through December 31, 2025. In the three months ended December 31, 2024, Emerald bought back 1,776,884 shares for $8.4 million at an average price of $4.68 per share.

Since the restart of the share repurchase program in 2021 through December 31, 2024, the Company has bought back a total of 13.3 million shares of common stock for an aggregate of $53.7 million.

Debt Refinancing

On January 30, 2025, Emerald announced that it completed the refinancing of its First Lien Term Loan and extended the maturity date of its revolving credit facility. Emerald and a syndicate of lenders and Bank of America, as administrative agent, refinanced the Company’s existing $409 million First Lien Term Loan with a new upsized, seven-year, $515.0 million senior secured term loan facility (the “Term Loan Facility”), scheduled to mature on January 30, 2032. The Company also extended the maturity of its $110.0 million senior secured revolving credit facility (the Revolving Credit Facility), by five years, now set to mature on January 30, 2030. Additional information can be found in the Company’s 8-K filing on January 30, 2025.

Conference Call Webcast Details

As previously announced, the Company’s leadership will hold a conference call to discuss its fourth quarter 2024 results at 8:30 am EDT on Friday, March 14, 2025.

The conference call can be accessed by dialing 1-800-715-9871 (domestic) or 1-646-307-1963 (international). A telephonic replay will be available approximately two hours after the call by dialing 1-800-770-2030, or for international callers, 1-647-362-9199. The passcode for the replay is 2638215. The replay will be available until 11:59 pm (Eastern Time) on March 21, 2025.

Interested investors and other parties can access the webcast of the live conference call by visiting the Investors section of Emerald’s website at http://investor.emeraldx.com. An online replay will be available on the same website immediately following the call.

About Emerald

Emerald Holding, Inc. (NYSE: EEX) is the largest U.S.-based B2B event organizer, empowering businesses year-round by expanding meaningful connections, developing influential content, and delivering powerful commerce-driven solutions. As the owner and operator of a curated portfolio of B2B events spanning trade shows, conferences, B2C showcases and a scaled hosted buyer platform, Emerald also delivers dynamic solutions across leading industries through its robust content and e-commerce marketplace. Emerald is a trusted partner for its thousands of customers, predominantly small and medium-sized businesses, playing a pivotal role in driving ongoing commerce through streamlined buying, selling, and networking opportunities. Powered by an experienced team, Emerald is fostering impactful engagement and delivering unparalleled market access with a commitment to driving business growth 365 days a year.

Non-GAAP Financial Information

This press release presents certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These non-GAAP financial measures are in addition to, and not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes that these non-GAAP financial measures enhance the reader’s understanding of our past financial performance and our prospects for the future. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation of non-GAAP financial measures used in this press release to their nearest comparable GAAP financial measures is included in the schedules attached hereto.

Organic Revenue

We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and dispositions, (ii) discontinued events and (iii) material show scheduling adjustments. We disclose changes in Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe provide a fair comparison of the trends underlying our existing event portfolio given changes in timing or strategy. Management and Emerald’s board of directors evaluate changes in Organic revenue to evaluate our historical and prospective financial performance and understand underlying revenue trends of our events.

Adjusted EBITDA

We use Adjusted EBITDA because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and Emerald’s board of directors use Adjusted EBITDA to assess our financial performance and believe it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Adjusted EBITDA should not be considered as an alternative to net income as a measure of financial performance or to cash flows from operations as a liquidity measure.

We define Adjusted EBITDA as net income before (i) interest expense, net, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) goodwill and other intangible asset impairment charges and (vi) other items that management believes are not part of our core operations.

We have also presented Adjusted EBITDA excluding event cancellation insurance proceeds in order to illustrate the amount of Adjusted EBITDA from continuing operations.

Note: Schedule 3 provides reconciliations for 2024 and 2023 Adjusted EBITDA to net (loss) income, however, it is not possible, without unreasonable efforts, to estimate the impacts of show scheduling adjustments, acquisitions and certain other special items that may occur in 2024 as these items are inherently uncertain and difficult to predict. As a result, the Company is unable to quantify certain amounts that would be included in a reconciliation of 2024 projected Adjusted EBITDA to projected net income without unreasonable efforts and has not provided reconciliations for these forward-looking non-GAAP financial measures.

Free Cash Flow

We present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used to maintain and grow our business, for the repayment of indebtedness, payment of dividends and to fund strategic opportunities. Free Cash Flow is a supplemental non-GAAP measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operating activities or other measures determined in accordance with GAAP.

We have also presented Free Cash Flow excluding event cancellation insurance proceeds, net in order to illustrate the amount of Free Cash Flow from continuing operations.

Other companies may compute these measures differently. No non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains and our earnings call will contain certain forward-looking statements, including, but not limited to, statements regarding our ability to return our business to pre-COVID levels; general economic conditions, or more specifically about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations regarding interest rates and economic conditions, among others; our guidance with respect to estimated revenues and Adjusted EBITDA; our ability or inability to obtain insurance coverage relating to event cancellations or interruptions; our intention to continue to pay regular quarterly dividends; and our ability to successfully identify and acquire acquisition targets; our expectations arising from the ongoing impact of COVID-19 on our business; and how we integrate and grow acquired businesses. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Board and will depend on a number of factors, including Company’s results of operations, cash flows, financial position and capital requirements, any applicable restrictions under the Company’s debt facilities, as well as general business conditions, legal, tax and regulatory restrictions and other factors the Board deems relevant at the time it determines to declare such dividends. These statements are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Emerald Holding, Inc. Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (unaudited, dollars in millions, share data in thousands, except loss per share data)

	Three Months Ended December 31, 2024		Three Months Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Revenues	$	106.8	$	101.5		$	398.8		$	382.8
Other income, net		0.5		—			1.5			2.8
Cost of revenues		43.8		35.7			147.5			137.6
Selling, general and administrative expense		34.6		36.1			170.4			168.3
Depreciation and amortization expense		7.1		9.8			28.3			45.0
Intangible asset impairment charges		1.0		—			7.3			—
Operating income		20.8		19.9			46.8			34.7
Interest expense		11.4		11.8			47.8			43.3
Interest income		1.9		3.2			8.5			8.2
Loss on extinguishment of debt		—		—			—			2.3
Other (income) expense		—		(0.1	)		—			—
Loss on disposal of fixed assets		—		—			—			0.2
Income (loss) before income taxes		11.3		11.4			7.5			(2.9	)
Provision for income taxes		6.2		29.3			5.3			5.3
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc.	$	5.1	$	(17.9	)	$	2.2		$	(8.2	)
Accretion to redemption value of redeemable convertible preferred stock		—		(10.8	)		(12.7	)		(42.0	)
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders	$	5.1	$	(28.7	)	$	(10.5	)	$	(50.2	)
Basic income (loss) per share		0.03		(0.46	)		(0.07	)		(0.78	)
Diluted income (loss) per share		0.03		(0.46	)		(0.07	)		(0.78	)
Basic weighted average common shares outstanding		202,495		62,896			156,952			63,959
Diluted weighted average common shares outstanding		202,825		62,896			156,952			63,959

Emerald Holding, Inc. Condensed Consolidated Balance Sheets (dollars in millions, share data in thousands, except par value)

	December 31, 2024			December 31, 2023
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	194.8		$	204.2
Trade and other receivables, net of allowances of $1.6 million and $1.4 million, as of December 31, 2024 and December 31, 2023, respectively		82.5			85.2
Prepaid expenses and other current assets		29.6			21.5
Total current assets		306.9			310.9
Noncurrent assets
Property and equipment, net		1.8			1.5
Intangible assets, net		155.9			175.1
Goodwill, net		573.8			553.9
Right-of-use assets		6.4			8.8
Other noncurrent assets		3.9			3.7
Total assets	$	1,048.7		$	1,053.9
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable and other current liabilities	$	40.7		$	46.6
Income taxes payable		—			0.2
Cancelled event liabilities		1.2			0.6
Deferred revenues		190.5			174.3
Contingent consideration		0.7			0.2
Right-of-use liabilities, current portion		4.0			4.0
Term loan, current portion		4.2			4.2
Total current liabilities		241.3			230.1
Noncurrent liabilities
Term loan, net of discount and deferred financing fees		398.5			398.7
Deferred tax liabilities, net		4.9			3.1
Right-of-use liabilities, noncurrent portion		5.5			8.9
Other noncurrent liabilities		12.6			8.5
Total liabilities		662.8			649.3
Commitments and contingencies
Redeemable convertible preferred stock
7% Series A Redeemable Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2024 and December 31, 2023: 80,000; zero and 71,403 shares issued and outstanding; aggregate liquidation preference of zero and $492.6 million at December 31, 2024 and December 31, 2023, respectively		—			497.1
Stockholders’ equity (deficit)
Common stock, $0.01 par value; authorized shares at December 31, 2024 and December 31, 2023: 800,000; 201,447 and 62,915 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively		2.0			0.6
Additional paid-in capital		1,034.0			559.2
Accumulated deficit		(650.1	)		(652.3	)
Total stockholders’ equity (deficit)		385.9			(92.5	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	1,048.7		$	1,053.9

Schedule 1 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF REVENUES TO ORGANIC REVENUES

	Three Months Ended December 31,						Change					Year Ended December 31,						Change
Consolidated	2024			2023			$		%			2024			2023			$		%
	(dollars in millions) (unaudited)
Revenues	$	106.8		$	101.5		$	5.3		5.2	%	$	398.8		$	382.8		$	16.0		4.2	%
Deduct:
Acquisition revenues		(4.8	)		—								(13.5	)		—
Discontinued events		—			(1.9	)							—			(18.2	)
Hurricane related event cancellation		—			—								—			(0.6	)
Scheduling adjustments⁽¹⁾		(2.1	)		(5.8	)							—			—
Organic revenues	$	99.9		$	93.8		$	6.1		6.5	%	$	385.3		$	364.0		$	21.3		5.9	%

	Three Months Ended December 31,						Change					Year Ended December 31,						Change
Connections	2024			2023			$		%			2024			2023			$		%
	(dollars in millions) (unaudited)
Revenues	$	94.3		$	90.4		$	3.9		4.3	%	$	355.1		$	340.2		$	14.9		4.4	%
Deduct:
Acquisition revenues		(4.8	)		—								(13.5	)		—
Discontinued events		—			(1.9	)							—			(18.2	)
Hurricane related event cancellation		—			—								—			(0.6	)
Scheduling adjustments⁽¹⁾		(2.1	)		(5.8	)							—			—
Organic revenues	$	87.4		$	82.7		$	4.7		5.7	%	$	341.6		$	321.4		$	20.2		6.3	%

	Three Months Ended December 31,				Change					Year Ended December 31,				Change
All Other	2024		2023		$		%			2024		2023		$		%
	(dollars in millions) (unaudited)
Revenues	$	12.5	$	11.1	$	1.4		12.6	%	$	43.7	$	42.6	$	1.1		2.6	%
Deduct:
Acquisition revenues		—		—							—		—
Discontinued events		—		—							—		—
Scheduling adjustments		—		—							—		—
Organic revenues	$	12.5	$	11.1	$	1.4		12.6	%	$	43.7	$	42.6	$	1.1		2.6	%

Notes:
	(1)	For the three months ended December 31, 2024, represents revenues from two events that staged in the fourth quarter of fiscal 2024, but staged in a different quarter in fiscal 2023, and revenues from three events that staged in the fourth quarter of fiscal 2023 but staged in a different quarter in fiscal 2024.

Schedule 2 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF REVENUES TO DISAGGREGATED REVENUES

	Three Months Ended December 31,				Year Ended December 31,
	2024		2023		2024		2023
	(dollars in millions) (unaudited)
Connections	$	94.3	$	90.4	$	355.1	$	340.2
Content		7.3		6.2		22.8		23.5
Commerce		5.2		4.9		20.9		19.1
Total Revenues	$	106.8	$	101.5	$	398.8	$	382.8

Schedule 3 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA

	Three Months Ended December 31,					Year Ended December 31,
	2024		2023			2024		2023
	(dollars in millions) (unaudited)
Net income (loss)	$	5.1	$	(17.9	)	$	2.2	$	(8.2	)
Add (deduct):
Interest expense, net		9.5		8.6			39.3		35.1
Loss on extinguishment of debt		—		—			—		2.3
Provision for income taxes		6.2		29.3			5.3		5.3
Intangible asset impairment charges⁽¹⁾		1.0		—			7.3		—
Depreciation and amortization		7.1		9.8			28.3		45.0
Stock-based compensation		1.1		1.8			5.8		7.8
Other items⁽²⁾		3.1		4.2			13.5		10.5
Adjusted EBITDA	$	33.1	$	35.8		$	101.7	$	97.8
Deduct:
Event cancellation insurance proceeds		0.5		—			1.5		2.8
Adjusted EBITDA excluding event cancellation insurance proceeds	$	32.6	$	35.8		$	100.2	$	95.0

Notes:
	(1)	Intangible asset impairment charges for the three months ended December 31, 2024 represent non-cash charges of $1.0 million for certain definite-lived and indefinite-lived intangible assets in connection with the Company’s annual testing of intangibles for impairment. Intangible asset impairment charges for the full year ended December 31, 2024 includes additional non-cash charges of $6.3 million for certain indefinite-lived intangible assets in connection with the Company’s interim testing of intangibles for impairment.
	(2)	Other items for the three months ended December 31, 2024 included: (i) $1.2 million in acquisition-related transaction costs; (ii) $1.1 million in acquisition integration and restructuring-related transition costs and (iii) $1.3 million in non-recurring legal, audit and consulting fees, offset by $0.5 million in gains related to the remeasurement of contingent consideration. Other items for the three months ended December 31, 2023 included: (i) $0.8 million in acquisition-related transaction costs; (ii) $2.1 million in transition expenses; (iii) $1.1 million in non-recurring legal, audit and consulting fees and (iv) $0.2 million in expense related to the remeasurement of contingent consideration. Other items for the twelve months ended December 31, 2024 included: (i) $3.4 million in acquisition-related transaction costs; (ii) $8.3 million in acquisition integration and restructuring-related transition costs, including one-time severance expense of $3.7 million and (iii) $3.0 million in non-recurring legal, audit and consulting fees, offset by $1.2 million in gains related to the remeasurement of contingent consideration. Other items for the twelve months ended December 31, 2023 included (i) $2.6 million in acquisition-related transaction costs; (ii) $6.1 million in transition expenses; (iii) $4.1 million in non-recurring legal, audit and consulting fees, offset by $2.3 million in gains related to the remeasurement of contingent consideration.

Schedule 4 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

	Three Months Ended December 31,					Year Ended December 31,
	2024			2023		2024			2023
	(dollars in millions) (unaudited)
Net Cash Provided by Operating Activities	$	20.6		$	15.6	$	46.8		$	40.3
Less:
Capital expenditures		2.2			2.1		9.8			11.5
Free Cash Flow	$	18.4		$	13.5	$	37.0		$	28.8
Event cancellation insurance proceeds		(0.5	)		—		(1.5	)		(2.8	)
Free cash flow excluding event cancellation insurance proceeds, net	$	17.9		$	13.5	$	35.5		$	26.0

Schedule 5 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF REPORTABLE SEGMENTS RESULTS TO INCOME (LOSS) BEFORE TAXES

	Three Months Ended December 31,						Year Ended December 31,
	2024			2023			2024			2023
	(dollars in millions) (unaudited)
Revenues
Connections	$	94.3		$	90.4		$	355.1		$	340.2
All Other		12.5			11.1			43.7			42.6
Total revenues	$	106.8		$	101.5		$	398.8		$	382.8

Other income, net
Connections	$	0.5		$	—		$	1.5		$	2.8
All Other		—			—			—			—
Total other income, net	$	0.5		$	—		$	1.5		$	2.8

Adjusted EBITDA
Connections	$	36.1		$	39.8		$	142.3		$	136.8
All Other		2.5			1.6			6.2			3.6
Adjusted EBITDA (excluding General corporate expenses)	$	38.6		$	41.4		$	148.5		$	140.4

General corporate expenses		(5.5	)		(5.6	)		(46.8	)		(42.6	)
Interest expense, net		(9.5	)		(8.6	)		(39.3	)		(35.1	)
Loss on extinguishment of debt		—			—			—			(2.3	)
Intangible asset impairment charges		(1.0	)		—			(7.3	)		—
Depreciation and amortization expense		(7.1	)		(9.8	)		(28.3	)		(45.0	)
Stock-based compensation expense		(1.1	)		(1.8	)		(5.8	)		(7.8	)
Other items		(3.1	)		(4.2	)		(13.5	)		(10.5	)
Income (loss) before income taxes	$	11.3		$	11.4		$	7.5		$	(2.9	)

View source version on businesswire.com: https://www.businesswire.com/news/home/20250313333135/en/

Emerald Holding, Inc.

Investor Relations

[email protected]

1-866-339-4688 (866EEXINVT)

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Entertainment Business Communications Small Business Events/Concerts Content Marketing

MEDIA:

March 14, 2025 6:21 am

Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

HONG KONG, March 14, 2025 (GLOBE NEWSWIRE) — Primega Group Holdings Limited (Nasdaq: PGHL) (the “Company”) announced that, on March 12, 2025, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January 28, 2025 to March 11, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

The notification has no immediate effect on the listing of the Company’s ordinary shares. Nasdaq has provided the Company with a 180 calendar days compliance period, or until September 8, 2025, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.

A
bout Primega Group Holdings Limited

Primega Group Holdings Limited is a provider of transportation services that employs environmentally friendly practices with the aim of facilitating reuse of construction and demolition materials and reduction of construction waste. Through an operating subsidiary in Hong Kong, the Company operates in the construction industry, mainly handling transportation of materials excavated from construction sites. The services principally comprise of (i) soil and rock transportation services; (ii) diesel oil trading; and (iii) construction works, which mainly include excavation and lateral support works and bored piling. The Company generally provides its services as a subcontractor to other construction contractors in Hong Kong.

For investor and media inquiries, please contact:

Company Info
Primega Group Holdings Limited
Man Siu Ming, Director and Chairman of the Board
[email protected]
+852 3997 3682

Investor Relationship
HBK Strategy Limited
Katy Chan, Director
[email protected]
+852 2498 3681

March 14, 2025 6:08 am

Taylor Morrison’s EVP, Chief Legal Officer and Secretary Darrell Sherman to Retire After 16 Years of Service

PR Newswire

Todd Merrill, VP and General Counsel of Operations, to succeed effective June 1, 2025

SCOTTSDALE, Ariz.
, March 14, 2025 /PRNewswire/ — America’s Most Trusted® Home Builder, Taylor Morrison Home Corporation (NYSE: TMHC) (“Taylor Morrison”), announced today that Darrell Sherman, EVP, Chief Legal Officer and Secretary, will retire from Taylor Morrison effective May 31, 2025, after serving in the role for nearly 16 years. Mr. Sherman has been called to serve as a mission president by the First Presidency of the Church of Jesus Christ of Latter-day Saints. His service to the church will be full-time and commence in June 2025.

“Darrell has been a trusted advisor, providing remarkable legal oversight and guidance during his long tenure at Taylor Morrison,” said Sheryl Palmer, Taylor Morrison’s Chairman and CEO. “He has been instrumental in raising the bar in corporate governance and supporting finance, land acquisition, risk management, M&A and the strategic growth of the company. We congratulate him and wish him every success in his new assignment and service in his church.”

Mr. Sherman will be succeeded as EVP, Chief Legal Officer and Secretary by Todd Merrilleffective June 1, 2025. Mr. Merrill is currently serving as VP and General Counsel of Operations at Taylor Morrison and has been a member of the legal team in various capacities since August 2004. Prior to joining the homebuilding industry, Mr. Merrill was a real estate partner at the Bush Ross, P.A. law firm in Tampa, Florida. He holds a bachelor’s degree in business administration from Stetson University and a Juris Doctor degree from the Florida State University College of Law, where he was a part of the university’s Law Review and Order of the Coif. He is also a member of the State Bar of Florida.

“Todd has been a key member of the legal team at Taylor Morrison for over 20 years and is well prepared to assume this new position,” added Ms. Palmer. “As we look to this next chapter, and the significant milestones ahead, I am confident that he will add tremendous value and play a pivotal role in our future successes.”

About Taylor Morrison

Headquartered in Scottsdale, Arizona, Taylor Morrison is one of the nation’s leading homebuilders and developers. We serve a wide array of consumers from coast to coast, including first-time, move-up, luxury and resort lifestyle homebuyers and renters under our family of brands—including Taylor Morrison, Esplanade and Yardly. From 2016-2025, Taylor Morrison has been recognized as America’s Most Trusted^® Builder by Lifestory Research. Our long-standing commitment to sustainable operations is highlighted in our annual Sustainability and Belonging Report.

For more information about Taylor Morrison, please visit www.taylormorrison.com.

CONTACT:
[email protected]

View original content to download multimedia:https://www.prnewswire.com/news-releases/taylor-morrisons-evp-chief-legal-officer-and-secretary-darrell-sherman-to-retire-after-16-years-of-service-302401727.html

SOURCE Taylor Morrison

March 14, 2025 6:03 am

Tuniu Announces Unaudited Fourth Quarter and Fiscal Year 2024 Financial Results and Cash Dividend

PR Newswire

NANJING, China, March 14, 2025 /PRNewswire/ — Tuniu Corporation (NASDAQ: TOUR) (“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2024.

Highlights for the Fiscal Year 2024

Revenues from package tours in 2024 increased by 22.2% year-over-year to RMB407.5 million (US$55.8 million^[1]).
Gross profit in 2024 increased by 21.9% year-over-year to RMB358.0 million (US$ 49.1million).
Income from operations was RMB63.3 million (US$8.7 million) in 2024, compared to a loss from operations of RMB101.9 million in 2023. Non-GAAP^[2] income from operations was RMB66.9 million (US$9.2 million) in 2024, compared to a Non-GAAP income from operations of RMB50.0 million in 2023.
Net income was RMB83.7 million (US$11.5 million) in 2024, compared to a net loss of RMB101.1 million in 2023. Non-GAAP net income was RMB87.3 million (US$12.0 million) in 2024, compared to a Non-GAAP net income of RMB50.8 million in 2023.

“2024 was a year of significant achievements for Tuniu.” said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. “On the product side, we strengthened our supply chain and introduced more new products and product lines. In terms of sales, we embraced new media channels and adopted an open approach, collaborating with both online and offline partners to explore new scenarios and opportunities. On the financial side, we achieved our first full-year GAAP profit since our listing on Nasdaq, while non-GAAP net income reached a record high. In 2025, we will continue to focus on innovation and high-quality development.”

Fourth Quarter 2024 Results

Net revenues were RMB102.7 million (US$14.1 million) in the fourth quarter of 2024, representing a year-over-year increase of 2.8% from the corresponding period in 2023.

Revenues from packaged tours were RMB75.4 million (US$10.3 million) in the fourth quarter of 2024, representing a year-over-year increase of 2.8% from the corresponding period in 2023. The increase was primarily due to the growth of organized tours.
Other revenues were RMB27.3 million (US$3.7 million) in the fourth quarter of 2024, representing a year-over-year increase of 2.7% from the corresponding period in 2023. The increase was primarily due to the increase in the fees for advertising services provided to tourism boards and bureaus.

Cost of revenues was RMB32.9 million (US$4.5 million) in the fourth quarter of 2024, representing a year-over-year increase of 30.1% from the corresponding period in 2023. As a percentage of net revenues, cost of revenues was 32.1% in the fourth quarter of 2024, compared to 25.3% in the corresponding period in 2023.

Gross profit was RMB69.8 million (US$9.6 million) in the fourth quarter of 2024, representing a year-over-year decrease of 6.5% from the corresponding period in 2023.

Operating expenses were RMB82.5 million (US$11.3 million) in the fourth quarter of 2024, representing a year-over-year decrease of 58.3 % from the corresponding period in 2023. The decrease was primarily due to the impairment of goodwill of RMB114.7 million recorded in the corresponding period in 2023.

Research and product development expenses were RMB13.3 million (US$1.8 million) in the fourth quarter of 2024, representing a year-over-year increase of 27.8%. The increase was primarily due to the increase in research and product development personnel related expenses. Research and product development expenses as a percentage of net revenues were 13.0% in the fourth quarter of 2024, increasing from 10.4% as a percentage of net revenues in the corresponding period in 2023.
Sales and marketing expenses were RMB42.7 million (US$5.8 million) in the fourth quarter of 2024, representing a year-over-year increase of 28.5%. The increase was primarily due to the increase in sales and marketing personnel related expenses and promotion expenses. Sales and marketing expenses as a percentage of net revenues were 41.6% in the fourth quarter of 2024, increasing from 33.2% as a percentage of net revenues in the corresponding period in 2023.
General and administrative expenses were RMB26.8 million (US$3.7 million) in the fourth quarter of 2024, representing a year-over-year decrease of 36.2%. The decrease was primarily due to the decrease in general and administrative personnel related expenses. General and administrative expenses as a percentage of net revenues were 26.1% in the fourth quarter of 2024, decreasing from 42.1% as a percentage of net revenues in the corresponding period in 2023.

Loss from operations was RMB12.7 million (US$1.7 million) in the fourth quarter of 2024, compared to a loss from operations of RMB123.4 million in the fourth quarter of 2023. Non-GAAP income from operations, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of property and equipment, net, was RMB5.1 million (US$0.7 million) in the fourth quarter of 2024.

Net loss was RMB25.1 million (US$3.4 million) in the fourth quarter of 2024, compared to a net loss of RMB132.9 million in the fourth quarter of 2023. Non-GAAP net loss, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of property and equipment, net, was RMB7.2 million (US$1.0 million) in the fourth quarter of 2024.

Net loss attributable to ordinary shareholders of Tuniu Corporation was RMB24.2 million (US$3.3 million) in the fourth quarter of 2024, compared to a net loss attributable to ordinary shareholders of Tuniu Corporation of RMB132.3 million in the fourth quarter of 2023. Non-GAAP net loss attributable to ordinary shareholdersof Tuniu Corporation, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of property and equipment, net, was RMB6.4 million (US$0.9 million) in the fourth quarter of 2024.

As of December 31, 2024, the Company had cash and cash equivalents, restricted cash, short-term investments and long-term time deposits of RMB1.3 billion (US$173.6 million).

Fiscal Year 2024 Results

Net revenues were RMB513.6 million (US$70.4 million) in 2024, representing a year-over-year increase of 16.4% from 2023.

Revenues from packaged tours were RMB407.5 million (US$55.8 million) in 2024, representing a year-over-year increase of 22.2% from 2023. The increase was primarily due to the growth of organized tours.
Other revenues were RMB106.2 million (US$14.5 million) in 2024, representing a year-over-year decrease of 1.6% from 2023. The decrease was primarily due to the decrease in revenues generated from financial services.

Cost of revenues was RMB155.6 million (US$21.3 million) in 2024, representing a year-over-year increase of 5.4% from 2023. As a percentage of net revenues, cost of revenues was 30.3% in 2024 compared to 33.4% in 2023.

Gross profit was RMB358.0 million (US$49.1million) in 2024, representing a year-over-year increase of 21.9% from 2023.

Operating expenses were RMB294.8 million (US$40.4 million) in 2024, representing a year-over-year decrease of 25.5% from 2023. The decrease was primarily due to the impairment of goodwill of RMB114.7 million recorded in 2023.

Research and product development expenses were RMB52.7 million (US$7.2 million) in 2024, representing a year-over-year decrease of 7.5%. The decrease was primarily due to the decrease in research and product development personnel related expenses. Research and product development expenses as a percentage of net revenues were 10.3% in 2024, decreasing from 12.9% as a percentage of net revenues in 2023.
Sales and marketing expenses were RMB180.3 million (US$24.7 million) in 2024, representing a year-over-year increase of 53.2%. The increase was primarily due to the increase in promotion expenses. Sales and marketing expenses as a percentage of net revenues were 35.1% in 2024, increasing from 26.7% as a percentage of net revenues in 2023.
General and administrative expenses were RMB87.7 million (US$12.0 million) in 2024, representing a year-over-year decrease of 22.6%. The decrease was primarily due to the decrease in general and administrative personnel related expenses. General and administrative expenses as a percentage of net revenues were 17.1% in 2024, decreasing from 25.7% as a percentage of net revenues in 2023.

Income from operations was RMB63.3 million (US$8.7 million) in 2024, compared to a loss from operations of RMB101.9 million in 2023. Non-GAAP income from operations, which excluded share-based compensation expenses, amortization of acquired intangible assets, net gain on disposals of subsidiaries and impairment of property and equipment, net, was RMB66.9 million (US$9.2 million) in 2024.

Net income was RMB83.7 million (US$11.5 million) in 2024, compared to a net loss of RMB101.1 million in 2023. Non-GAAP net income, which excluded share-based compensation expenses, amortization of acquired intangible assets, net gain on disposals of subsidiaries and impairment of property and equipment, net, was RMB87.3 million (US$12.0 million) in 2024.

Net income attributable to ordinary shareholders of Tuniu Corporation was RMB77.2 million (US$10.6 million) in 2024, compared to a net loss attributable to ordinary shareholders of Tuniu Corporation of RMB99.3 million in 2023. Non-GAAP net income attributable to ordinary shareholders of Tuniu Corporation, which excluded share-based compensation expenses, amortization of acquired intangible assets, net gain on disposals of subsidiaries and impairment of property and equipment, net, was RMB80.8 million (US$11.1 million) in 2024.

Business Outlook

For the first quarter of 2025, Tuniu expects to generate RMB116.6 million to RMB122.0 million of net revenues, which represents an 8% to 13% increase year-over-year compared with net revenues in the corresponding period in 2024. This forecast reflects Tuniu’s current and preliminary view on the industry and its operations, which is subject to change.

Share Repurchase Update

In March 2024, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to US$10 million worth of its ordinary shares or American depositary shares (“ADS”) representing ordinary shares. As of February 28, 2025 the Company had repurchased an aggregate of approximately 7.9 million ADSs for approximately US$7.3 million from the open market under the share repurchase program.

Declaration of Cash Dividend

The Company’s Board of Directors has approved and declared a cash dividend of US$0.012 per ordinary share, or US$0.036 per ADS, to holders of ordinary shares and holders of ADSs of record as of the close of business on March 27, 2025, U.S. Eastern Time, payable in U.S. dollars. The total amount of cash to be distributed for the cash dividend is expected to be approximately US$4.2 million. The payment date is expected to be on or around April 17, 2025 for holders of ordinary shares and on or around April 24, 2025 for holders of ADSs. Dividend to be paid to the Company’s ADS holders through the depositary bank will be subject to the terms of the deposit agreement.

Conference Call Information

Tuniu’s management will hold an earnings conference call at 8:00 am U.S. Eastern Time, on March 14, 2025, (8:00 pm, Beijing/Hong Kong Time, on March 14, 2025) to discuss the fourth quarter and fiscal year 2024 financial results.

To participate in the conference call, please dial the following numbers:


United States	1-888-346-8982
Hong Kong	852-301-84992
Mainland China	4001-201203
International	1-412-902-4272

Conference ID: Tuniu 4Q 2024 Earnings Conference Call

A telephone replay will be available one hour after the end of the conference call through March 21, 2025. The dial-in details are as follows:

United States	1-877-344-7529
International	1-412-317-0088

Replay Access Code: 2263052

Additionally, a live and archived webcast of the conference call will also be available on the Company’s investor relations website at http://ir.tuniu.com.

About Tuniu

Tuniu (Nasdaq: TOUR) is a leading online leisure travel company in China that offers integrated travel service with a large selection of packaged tours, including organized and self-guided tours, as well as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu provides one-stop leisure travel solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local tour operators. For more information, please visit http://ir.tuniu.com.

Safe Harbor Statement

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Tuniu may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to fourth parties. Any statements that are not historical facts, including statements about Tuniu’s beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but are not limited to the following: Tuniu’s goals and strategies; the growth of the online leisure travel market in China; the demand for Tuniu’s products and services; its relationships with customers and travel suppliers; Tuniu’s ability to offer competitive travel products and services; Tuniu’s future business development, results of operations and financial condition; competition in the online travel industry in China; government policies and regulations relating to Tuniu’s structure, business and industry; the impact of health epidemics on Tuniu’s business operations, the travel industry and the economy of China and elsewhere generally; and the general economic and business condition in China and elsewhere. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Tuniu does not undertake any obligation to update such information, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement the Company’s unaudited consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), the Company has provided non-GAAP information related to income from operations, net income, net income attributable to ordinary shareholders of Tuniu Corporation, which excludes share-based compensation expenses, amortization of acquired intangible assets, net gain on disposals of subsidiaries, impairment of goodwill and impairment of property and equipment, net. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We believe that the non-GAAP financial measures used in this press release are useful for understanding and assessing underlying business performance and operating trends, and management and investors benefit from referring to these non-GAAP financial measures in assessing our financial performance and when planning and forecasting future periods.

This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as an analytical tool. Further, this non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. Tuniu encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of GAAP and non-GAAP Results” set forth at the end of this press release.

^[1] The conversion of Renminbi (“RMB”) into United States dollars (“US$”) is based on the exchange rate of US$1.00=RMB 7.2993 on December 31, 2024 as set forth in H.10 statistical release of the U.S. Federal Reserve Board and available at https://www.federalreserve.gov/releases/h10/default.htm.

^[2] The section below entitled “About Non-GAAP Financial Measures” provides information about the use of Non-GAAP financial measures in this press release, and the table captioned “Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release reconciles Non-GAAP financial information with the Company’s financial results under GAAP.

Tuniu Corporation
Unaudited Condensed Consolidated Balance Sheets
(All amounts in thousands, except per share information)
	December 31, 2023	December 31, 2024	December 31, 2024
	RMB	RMB	US$

ASSETS
Current assets
Cash and cash equivalents	378,989	465,004	63,705
Restricted cash	65,902	26,061	3,570
Short-term investments	777,890	432,823	59,297
Accounts receivable, net	41,633	43,313	5,934
Amounts due from related parties	9,515	752	103
Prepayments and other current assets	234,189	235,443	32,256
Total current assets	1,508,118	1,203,396	164,865

Non-current assets
Long-term investments	209,819	534,041	73,163
Property and equipment, net	57,479	32,849	4,500
Intangible assets, net	26,091	22,210	3,043
Land use right, net	90,529	88,467	12,120
Operating lease right-of-use assets, net	12,484	9,266	1,269
Other non-current assets	55,960	19,208	2,631
Total non-current assets	452,362	706,041	96,726
Total assets	1,960,480	1,909,437	261,591

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Short-term borrowings	7,277	36	5
Accounts and notes payable	317,104	290,112	39,745
Amounts due to related parties	6,405	3,121	428
Salary and welfare payable	21,401	23,148	3,171
Taxes payable	4,305	5,060	693
Advances from customers	270,197	247,151	33,860
Operating lease liabilities, current	2,709	2,994	410
Accrued expenses and other current liabilities	329,481	322,034	44,117
Total current liabilities	958,879	893,656	122,429

Non-current liabilities
Operating lease liabilities, non-current	5,348	1,680	230
Deferred tax liabilities	6,027	5,151	706
Long-term borrowings	10,395	–	–
Total non-current liabilities	21,770	6,831	936
Total liabilities	980,649	900,487	123,365

Redeemable noncontrolling interests	27,200	–	–

Equity
Ordinary shares	249	249	34
Less: Treasury stock	(285,983)	(329,668)	(45,164)
Additional paid-in capital	9,138,720	9,146,928	1,253,124
Accumulated other comprehensive income	305,416	313,460	42,944
Accumulated deficit	(8,127,552)	(8,050,378)	(1,102,897)
Total Tuniu Corporation shareholders’ equity	1,030,850	1,080,591	148,041
Noncontrolling interests	(78,219)	(71,641)	(9,815)
Total equity	952,631	1,008,950	138,226
Total liabilities, redeemable noncontrolling interests and equity	1,960,480	1,909,437	261,591

Tuniu Corporation
Unaudited Condensed Consolidated Statements of Comprehensive (Loss)/Income
(All amounts in thousands, except per share information)
	Quarter Ended	Quarter Ended	Quarter Ended	Quarter Ended
	December 31, 2023	September 30, 2024	December 31, 2024	December 31, 2024
	RMB	RMB	RMB	US$

Revenues
Packaged tours	73,382	159,289	75,440	10,335
Others	26,564	26,706	27,292	3,739
Net revenues	99,946	185,995	102,732	14,074
Cost of revenues	(25,309)	(64,212)	(32,935)	(4,512)
Gross profit	74,637	121,783	69,797	9,562

Operating expenses
Research and product development	(10,426)	(13,640)	(13,325)	(1,826)
Sales and marketing	(33,230)	(60,578)	(42,697)	(5,849)
General and administrative	(42,072)	(18,600)	(26,841)	(3,677)
Impairment of goodwill	(114,661)	–	–	–
Other operating income	2,401	202	369	51
Total operating expenses	(197,988)	(92,616)	(82,494)	(11,301)
(Loss)/income from operations	(123,351)	29,167	(12,697)	(1,739)
Other (expenses)/income
Interest and investment (loss)/income, net	(15,151)	7,213	(5,609)	(768)
Interest expense	(1,056)	(865)	(612)	(84)
Foreign exchange gains/(losses), net	3,172	1,115	(6,102)	(836)
Other income, net	2,499	6,931	49	7
(Loss)/income before income tax expense	(133,887)	43,561	(24,971)	(3,420)
Income tax benefit/(expense)	103	(159)	(283)	(39)
Equity in income of affiliates	866	464	188	26
Net (loss)/income	(132,918)	43,866	(25,066)	(3,433)
Net loss attributable to noncontrolling interests	(583)	(582)	(859)	(118)
Net (loss)/income attributable to ordinary shareholders of Tuniu Corporation	(132,335)	44,448	(24,207)	(3,315)

Net (loss)/income	(132,918)	43,866	(25,066)	(3,433)
Other comprehensive (loss)/income:
Foreign currency translation adjustment, net of nil tax	(5,848)	(6,859)	8,568	1,174
Comprehensive (loss)/income	(138,766)	37,007	(16,498)	(2,259)

Net (loss)/income per ordinary share attributable to ordinary shareholders – basic and diluted	(0.36)	0.12	(0.07)	(0.01)
Net (loss)/income per ADS – basic and diluted*	(1.08)	0.36	(0.21)	(0.03)

Weighted average number of ordinary shares used in computing basic (loss)/income per share	371,526,300	357,427,106	354,106,851	354,106,851
Weighted average number of ordinary shares used in computing diluted (loss)/income per share	371,526,300	359,607,726	354,106,851	354,106,851

Share-based compensation expenses included are as follows ：
Cost of revenues	66	65	66	9
Research and product development	66	65	66	9
Sales and marketing	32	32	32	4
General and administrative	4,912	1,246	1,253	172
Total	5,076	1,408	1,417	194

*Each ADS represents three of the Company’s ordinary shares.

Tuniu Corporation
Unaudited Condensed Consolidated Statements of Comprehensive (Loss)/Income
(All amounts in thousands, except per share information)
	Year Ended	Year Ended	Year Ended
	December 31, 2023	December 31, 2024	December 31, 2024
	RMB	RMB	US$

Revenues
Packaged tours	333,357	407,462	55,822
Others	107,913	106,160	14,544
Net revenues	441,270	513,622	70,366
Cost of revenues	(147,581)	(155,590)	(21,316)
Gross profit	293,689	358,032	49,050

Operating expenses
Research and product development	(56,974)	(52,682)	(7,217)
Sales and marketing	(117,706)	(180,321)	(24,704)
General and administrative	(113,221)	(87,657)	(12,009)
Impairment of goodwill	(114,661)	–	–
Other operating income	7,009	25,888	3,547
Total operating expenses	(395,553)	(294,772)	(40,383)
(Loss)/income from operations	(101,864)	63,260	8,667
Other income/(expenses)
Interest and investment income	5,689	19,866	2,722
Interest expense	(3,525)	(3,320)	(455)
Foreign exchange losses, net	(6,483)	(6,837)	(937)
Other income, net	7,107	10,081	1,381
(Loss)/income before income tax expense	(99,076)	83,050	11,378
Income tax expense	(1,441)	(837)	(115)
Equity in(loss) /income of affiliates	(580)	1,486	204
Net (loss)/income	(101,097)	83,699	11,467
Net (loss)/income attributable to noncontrolling interests	(1,806)	6,525	894
Net (loss)/income attributable to ordinary shareholders of Tuniu Corporation	(99,291)	77,174	10,573

Net (loss)/income	(101,097)	83,699	11,467
Other comprehensive income:
Foreign currency translation adjustment, net of nil tax	6,435	8,044	1,102
Comprehensive (loss)/income	(94,662)	91,743	12,569

Net (loss)/income per ordinary share attributable to ordinary shareholders – basic and diluted	(0.27)	0.21	0.03
Net (loss)/income per ADS – basic and diluted*	(0.81)	0.63	0.09

Weighted average number of ordinary shares used in computing basic (loss)/income per share	371,453,164	361,482,355	361,482,355
Weighted average number of ordinary shares used in computing diluted (loss)/income per share	371,453,164	363,718,947	363,718,947

Share-based compensation expenses included are as follows ：
Cost of revenues	217	261	36
Research and product development	217	261	36
Sales and marketing	87	126	17
General and administrative	15,409	8,758	1,200
Total	15,930	9,406	1,289

*Each ADS represents three of the Company’s ordinary shares.

Reconciliations of GAAP and Non-GAAP Results
(All amounts in thousands, except per share information)

	Quarter Ended December 31, 2024
	GAAP Result	Share-based	Amortization of acquired	Impairment	Impairment	Non-GAAP
	GAAP Result	Compensation	intangible assets	of goodwill	of property and equipment, net	Result

(Loss)/income from operations	(12,697)	1,417	764	–	15,641	5,125
						–
Net loss	(25,066)	1,417	764	–	15,641	(7,244)
						–
Net loss attributable to ordinary shareholders	(24,207)	1,417	764	–	15,641	(6,385)


	Quarter Ended September 30, 2024
	GAAP Result	Share-based	Amortization of acquired	Impairment	Impairment	Non-GAAP
	GAAP Result	Compensation	intangible assets	of goodwill	of property and equipment, net	Result

Income from operations	29,167	1,408	764	–	–	31,339

Net income	43,866	1,408	764	–	–	46,038

Net income attributable to ordinary shareholders	44,448	1,408	764	–	–	46,620


	Quarter Ended December 31, 2023
	GAAP Result	Share-based	Amortization of acquired	Impairment	Impairment	Non-GAAP
	GAAP Result	Compensation	intangible assets	of goodwill	of property and equipment, net	Result

(Loss)/income from operations	(123,351)	5,076	828	114,661	17,986	15,200

Net (loss)/income	(132,918)	5,076	828	114,661	17,986	5,633

Net (loss)/income attributable to ordinary shareholders	(132,335)	5,076	828	114,661	17,986	6,216

Reconciliations of GAAP and Non-GAAP Results
(All amounts in thousands, except per share information)

	Year Ended December 31, 2024
	GAAP Result	Share-based	Amortization of acquired	Net gain on	Impairment	Impairment	Non-GAAP
	GAAP Result	Compensation	intangible assets	disposals of subsidiaries	of goodwill	of property and equipment, net	Result

Income from operations	63,260	9,406	3,184	(24,618)	–	15,641	66,873

Net income	83,699	9,406	3,184	(24,618)	–	15,641	87,312

Net income attributable to ordinary shareholders	77,174	9,406	3,184	(24,618)	–	15,641	80,787

	Year Ended December 31, 2023
	GAAP Result	Share-based	Amortization of acquired	Net gain on	Impairment	Impairment	Non-GAAP
	GAAP Result	Compensation	intangible assets	disposals of subsidiaries	of goodwill	of property and equipment, net	Result

(Loss)/income from operations	(101,864)	15,930	3,312	–	114,661	17,986	50,025

Net (loss)/income	(101,097)	15,930	3,312	–	114,661	17,986	50,792

Net (loss)/income attributable to ordinary shareholders	(99,291)	15,930	3,312	–	114,661	17,986	52,598

View original content:https://www.prnewswire.com/news-releases/tuniu-announces-unaudited-fourth-quarter-and-fiscal-year-2024-financial-results-and-cash-dividend-302401837.html

SOURCE Tuniu Corporation

March 14, 2025 6:03 am

Cango Inc. Announces Receipt of a Preliminary Non-Binding Letter of Intent and Formation of Special Committee

PR Newswire

SHANGHAI
, March 14, 2025 /PRNewswire/ — Cango Inc. (NYSE: CANG) (“Cango” or the “Company”) today announced that its Board of Directors (the “Board”) recently received a preliminary non-binding letter of intent (the “Letter of Intent”) from Enduring Wealth Capital Limited, a company established in the British Virgin Islands (“EWCL”) expressing its non-binding intent to obtain control of the Company through the following proposed transactions: (i) EWCL proposes to acquire 10,000,000 Class B ordinary shares of the Company from the Company’s co-founders, Mr. Xiaojun Zhang and Mr. Jiayuan Lin (collectively, the “Founders”) at a purchase price in cash to be agreed among the parties, (ii) the Company is proposed to take necessary corporate actions to ensure that the shares to be acquired by EWCL will continue to be entitled to 20 votes per share, (iii) the Founders are proposed to voluntarily convert all of the remaining Class B ordinary shares held by them into Class A ordinary shares with one vote per share and to resign from the Board and all senior management positions at the Company, and (iv) the Board and management team of the Company are proposed to be restructured in such manner as requested by EWCL. EWCL also proposed that the Company should dispose of its existing business in the PRC, and EWCL would be happy to introduce a potential buyer, to facilitate the growth of the Company’s business outside China, in particular, the Company’s new crypto mining business, and should make a filing with the China Securities Regulatory Commission (“CSRC”) for the termination of the Company’s status as a “China Concept Stock” subject to CSRC’s jurisdiction. The transactions proposed in the Letter of Intent are collectively referred to as the “Proposed Transactions.”

According to the Letter of Intent and information provided by EWCL, Mr. Andrea Dal Mas (“Mr. Dal Mas”), Mr. Peng Yu (“Mr. Yu”) and Ms. Anggun Mulia Fortunata are the directors of EWCL; Mr. Dal Mas and Mr. Yu are the key decision makers of EWCL in connection with the Proposed Transactions; Mr. Dal Mas has vast experiences in and deep knowledge of the blockchain ecosystem, as well as bitcoin and other crypto-related investments; and Mr. Yu is a seasoned and accomplished finance professional with extensive experience in investment management and asset management.

On March 14, 2025, the Board resolved to form a special committee consisting of its three independent directors, Mr. Chi Ming Lee, Mr. Dongsheng Zhou and Mr. Rong Liu, to assess and consider the Letter of Intent and the Proposed Transactions and, if the special committee decides to pursue any of the Potential Transactions, to negotiate the terms and conditions thereof. The special committee is expected to retain independent legal and financial advisors in due course to assist it in evaluating the Proposed Transactions.

The Board cautions the Company’s shareholders and others considering trading the Company’s securities that the Board has not had an opportunity to carefully review or evaluate the proposals set forth in the Letter of Intent or perform sufficient due diligence on EWCL and its directors, or make any decision with respect to the Company’s response to the proposals. There can be no assurance that any definitive action will be taken, that any definitive agreement will be executed relating to the Proposed Transactions, or that these or any other transactions will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to these or any other transactions, except as required under applicable law.

About Cango Inc.

Cango Inc. (NYSE: CANG) primarily operates a leading Bitcoin mining business. Headquartered in Shanghai, China, Cango has deployed its mining operation across strategic locations including North America, Middle East, South America, and East Africa. Cango expanded into the crypto assets market in November 2024, driven by the development in blockchain technology, increasing prevalence of crypto assets and its endeavor to diversify its business. Meanwhile, Cango has continued to operate the automotive transaction service in China since 2010, aiming to make car purchases simple and enjoyable. For more information, please visit: www.cangoonline.com.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Cango may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Cango’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Cango’s goal and strategies; Cango’s expansion plans; Cango’s future business development, financial condition and results of operations; Cango’s expectations regarding demand for, and market acceptance of, its solutions and services; Cango’s expectations regarding keeping and strengthening its relationships with dealers, financial institutions, car buyers and other platform participants; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Cango’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Cango does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact

Yihe Liu

Cango Inc.
Tel: +86 21 3183 5088 ext.5581
Email: [email protected]

Helen Wu

Piacente Financial Communications
Tel: +86 10 6508 0677
Email: [email protected]

View original content:https://www.prnewswire.com/news-releases/cango-inc-announces-receipt-of-a-preliminary-non-binding-letter-of-intent-and-formation-of-special-committee-302401855.html

SOURCE Cango Inc.

March 14, 2025 6:03 am

AirSculpt Technologies Reports Fourth Quarter, and Full Year Fiscal 2024 Results

MIAMI BEACH, Fla., March 14, 2025 (GLOBE NEWSWIRE) — AirSculpt Technologies, Inc. (NASDAQ:AIRS)(“AirSculpt” or the “Company”), a national provider of premium body contouring procedures, today announced results for the fourth quarter and twelve months ended December 31, 2024.

“Following a challenging 2024, I am eager to help write the next chapter for AirSculpt and focus on setting a strategy, implementing business processes and developing a culture that delivers meaningful value for our shareholders,” stated Yogi Jashnani, Chief Executive Officer. “AirSculpt possesses many strengths given its proprietary method, its successful track record of providing more than 70,000 minimally invasive body contouring procedures and its international footprint with 32 centers in operation.”

“While we anticipate facing a tough year-over-year comparison in the first quarter in terms of same center revenue, I am confident we are developing the right operating plan and implementing the right actions to improve our platform and progress toward positive revenue and profit growth.”

“My number one priority in the year ahead is to stabilize our same center sales performance, which we aim to accomplish by: utilizing data to optimize our marketing investment; improving our go-to-market strategy, implementing more robust training modules for our sales team; expanding our financing options for consumers and working on product and sales innovation,” continued Mr. Jashnani. “We also recognize that transformations take time, and as such we are taking measures to increase our liquidity and focus on the areas of our business that offer us the highest opportunity. In this regard, we have implemented a cost reduction program that is expected to deliver approximately $3 million in annualized savings, we have paused de novo and new procedure room openings.”

“While we have experienced an improvement in our lead generation as we begin 2025, we expect the reduction in our marketing activity at the end of 2024 to pressure our first quarter performance. That said, we expect to deliver improving trends sequentially each quarter as our strategic priorities gain traction. I believe that AirSculpt is an attractive business with a competitive moat that is ripe for disruption and that the best years lie ahead for AirSculpt and its shareholders,” concluded Mr. Jashnani.

Fourth Quarter 2024 Results

Case volume was 3,064 for the fourth quarter of 2024, representing a 16.7% decline from the fiscal year 2023 fourth quarter case volume of 3,680;
Revenue declined 17.7% to $39.2 million from $47.6 million in the fiscal year 2023 fourth quarter;
Net loss for the quarter was $5.0 million compared to net loss of $4.6 million in the fiscal year 2023 fourth quarter; and
Adjusted EBITDA was $1.9 million compared to $10.1 million for the fiscal year 2023 fourth quarter.

Full Year 2024 Results

Case volume was 14,036, a decline of 6.0% from the full fiscal year 2023 case volume of 14,932;
Revenue declined 7.9% to $180.4 million from $195.9 million in the full fiscal year 2023;
Net loss was $8.3 million compared to net loss of $4.5 million in the full fiscal year 2023; and
Adjusted EBITDA was $20.7 million compared to $43.2 million for the full fiscal year 2023.

Liquidity

As of December 31, 2024, the Company had $8.2 million in cash and cash equivalents, with no availability on its revolving credit facility. The Company generated $11.4 million in operating cash flow for the twelve months ended December 31, 2024, compared to $24.0 million for the same period of 2023. The Company was compliant with its bank covenants at year end and has received additional relief from its lenders regarding future covenant compliance to enable increased investment in support of its transformation.

Conference Call Information

AirSculpt will hold a conference call today, March 14, 2025 at 8:30 am (Eastern Time). The conference call can be accessed by dialing 1-877-407-9716 (toll-free domestic) or 1-201-493-6779 (international) using the conference ID 13751643 or by visiting the link below to request a return call for instant telephone access to the event.

https://callme.viavid.com/viavid/?callme=true&passcode=13725116&h=true&info=company&r=true&B=6

The live webcast may be accessed via the investor relations section of the AirSculpt Technologies website at https://investors.airsculpt.com. A replay of the webcast will be available for approximately 90 days following the call.

To learn more about AirSculpt, please visit the Company’s website at https://investors.airsculpt.com. AirSculpt uses its website as a channel of distribution for material Company information. Financial and other material information regarding AirSculpt is routinely posted on the Company’s website and is readily accessible.

About AirSculpt

AirSculpt is a next-generation body contouring treatment designed to optimize both comfort and precision, available exclusively at AirSculpt offices. The minimally invasive procedure removes fat and tightens skin, while sculpting targeted areas of the body, allowing for quick healing with minimal bruising, tighter skin, and precise results.

Forward-Looking Statements

This press release contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. You are cautioned that there are important risks and uncertainties, many of which are beyond our control, that could cause our actual results, level of activity, performance, or achievements to differ materially from the projected results, level of activity, performance or achievements that are expressed or implied by such forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements, including those factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K.

Our future results could be affected by a variety of other factors, including, but not limited to, failure to stabilize same-store performance; not being able to optimize our marketing investment, go-to market strategy and sales process; not having the ability to expand our financing options for consumers; being unsuccessful in further product innovations; failure to operate centers in a cost-effective manner; increased competition in the weight loss and obesity solutions market, including as a result of the recent regulatory approval, increased market acceptance, availability and customer awareness of weight-loss drugs; shortages or quality control issues with third-party manufacturers or suppliers; competition for surgeons; litigation or medical malpractice claims; inability to protect the confidentiality of our proprietary information; changes in the laws governing the corporate practice of medicine or fee-splitting; changes in the regulatory, macroeconomic conditions, including inflation and the threat of recession, economic and other conditions of the states and jurisdictions where our facilities are located; and business disruption or other losses from natural disasters, war, pandemic, terrorist acts or political unrest.

The risk factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K and in other filings we make from time to time with the SEC could cause our results to differ materially from those expressed in the forward-looking statements made in this press release.

There also may be other risks and uncertainties that are currently unknown to us or that we are unable to predict at this time.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date they were made, which are inherently subject to change, and we are under no duty and we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated after the date of this press release to conform our prior statements to actual results or revised expectations, except as required by law. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.

Use of Non-GAAP Financial Measures

The Company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), however, the Company believes the evaluation of ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures. Although the Company provides guidance for Adjusted EBITDA, it is not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of net income, including equity-based compensation, are not predictable, making it impractical for us to provide guidance on net income or to reconcile our Adjusted EBITDA guidance to net income without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information regarding net income, which could be material to future results.

These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with GAAP. Rather, they are presented as supplemental measures of the Company’s performance that management believes may enhance the evaluation of the Company’s ongoing operating results. These non-GAAP financial measures are not presented in accordance with GAAP, and the Company’s computation of these non-GAAP financial measures may vary from similar measures used by other companies. These measures have limitations as an analytical tool and should not be considered in isolation or as a substitute or alternative to revenue, net income, operating income, cash flows from operating activities, total indebtedness or any other measures of operating performance, liquidity or indebtedness derived in accordance with GAAP.

AirSculpt Technologies, Inc. and Subsidiaries Selected Consolidated Financial Data (Dollars in thousands, except shares and per share amounts)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Revenue	$	39,178		$	47,608		$	180,350		$	195,917
Operating expenses:
Cost of service		16,747			17,868			71,382			74,012
Selling, general and administrative⁽¹⁾		23,355			25,576			98,880			102,381
Depreciation and amortization		3,195			2,774			11,888			10,253
Loss/(gain) on disposal of long-lived assets		12			(14	)		16			(212	)
Total operating expenses		43,309			46,204			182,166			186,434
(Loss)/income from operations		(4,131	)		1,404			(1,816	)		9,483
Interest expense, net		1,609			1,023			6,247			6,485
Pre-tax net (loss)/income		(5,740	)		381			(8,063	)		2,998
Income tax (benefit)/expense		(706	)		4,955			188			7,477
Net loss	$	(5,034	)	$	(4,574	)	$	(8,251	)	$	(4,479	)

Loss per share of common stock
Basic	$	(0.09	)	$	(0.08	)	$	(0.14	)	$	(0.08	)
Diluted	$	(0.09	)	$	(0.08	)	$	(0.14	)	$	(0.08	)
Weighted average shares outstanding
Basic		58,121,431			57,132,355			57,688,906			56,778,793
Diluted		58,121,431			57,132,355			57,688,906			56,778,793

(1)

During the first quarter of fiscal year 2024, the Company recorded a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company’s performance-based stock units. For further discussion, see Note 6 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

AirSculpt Technologies, Inc. and Subsidiaries Selected Financial and Operating Data (Dollars in thousands, except per case amounts)

	December 31, 2024		December 31, 2023
Balance Sheet Data (at period end):
Cash and cash equivalents	$	8,235	$	10,262
Total current assets		17,117		15,961
Total assets	$	209,996	$	204,019

Current portion of long-term debt	$	4,250	$	2,125
Deferred revenue and patient deposits		1,169		1,463
Total current liabilities		28,609		20,315
Long-term debt, net		65,456		69,503
Revolving credit funds payable		5,000		—
Total liabilities	$	130,706	$	120,027

Total stockholders’ equity	$	79,290	$	83,992

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Cash Flow Data:
Net cash provided by (used in):
Operating activities	$	2,713		$	4,866		$	11,350		$	23,956
Investing activities		(3,528	)		(1,827	)		(14,007	)		(9,919	)
Financing activities		3,078			(1,437	)		630			(13,391	)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Other Data:
Number of facilities		32			27			32			27
Number of total procedure rooms		67			57			67			57

Cases		3,064			3,680			14,036			14,932
Revenue per case	$	12,787		$	12,937		$	12,849		$	13,121
Adjusted EBITDA ^{(1) (3)}	$	1,855		$	10,093		$	20,726		$	43,236
Adjusted EBITDA margin ⁽²⁾		4.7	%		21.2	%		11.5	%		22.1	%

⁽¹⁾ A reconciliation of this non-GAAP financial measure appears below.

⁽²⁾ Defined as Adjusted EBITDA as a percentage of revenue.

⁽³⁾ For the three months ended December 31, 2024 and 2023, pre-opening de novo and relocation costs were $0.1 million and $0.1 million, respectively. For the twelve months ended December 31, 2024 and 2023, pre-opening de novo and relocation costs were $1.0 million and $3.3 million, respectively.

	Three Months Ended December 31,				Twelve Months Ended December 31,
		2024		2023		2024		2023
Same-center Information ⁽¹⁾ :
Cases		2,879		3,680		12,892		14,932
Case growth	(21.8)%		N/A		(13.7)%		N/A
Revenue per case	$	12,797	$	12,937	$	12,801	$	13,121
Revenue per case growth	(1.1)%		N/A		(2.4)%		N/A
Number of facilities		27		27		27		27
Number of total procedure rooms		57		57		57		57

⁽¹⁾	For the three months ended December 31, 2024 and 2023, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the three months ended December 31, 2024 and 2023, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the three months ended December 31, 2024 in which such facilities were owned and operated during the three months ended December 31, 2023. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of December 31, 2023.
	For the twelve months ended December 31, 2024 and 2023, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the twelve months ended December 31, 2024 and 2023, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the twelve months ended December 31, 2024 in which such facilities were owned and operated during the twelve months ended December 31, 2023. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of December 31, 2023.

AirSculpt Technologies, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

(Dollars in thousands)

We report our financial results in accordance with GAAP, however, management believes the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures.

We define Adjusted EBITDA as net loss excluding depreciation and amortization, net interest expense, income tax (benefit)/expense, restructuring and related severance costs, loss/(gain) on disposal of long-lived assets, settlement costs for non-recurring litigation, and equity-based compensation.

We define Adjusted Net Income as net loss excluding restructuring and related severance costs, loss/(gain) on disposal of long-lived assets, settlement costs for non-recurring litigation, equity-based compensation and the tax effect of these adjustments.

We include Adjusted EBITDA and Adjusted Net Income because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA and Adjusted Net Income each to be an important measure because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not include results from equity-based compensation and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments. Adjusted Net Income has limitations as an analytical tool because it does not include results from equity-based compensation.

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We define Adjusted Net Income per Share as Adjusted Net Income divided by weighted average basic and diluted shares. We included Adjusted EBITDA Margin and Adjusted Net Income per Share because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin and Adjusted Net Income per Share to be important measures because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net (loss)/income, the most directly comparable GAAP financial measure:

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Net loss	$	(5,034	)	$	(4,574	)	$	(8,251	)	$	(4,479	)
Plus
Equity-based compensation⁽¹⁾		2,240			4,741			3,762			18,224
Restructuring and related severance costs		539			1,188			6,026			5,488
Depreciation and amortization		3,195			2,774			11,888			10,253
Loss/(gain) on disposal of long-lived assets		12			(14	)		16			(212	)
Litigation settlements⁽²⁾		—			—			850			—
Interest expense, net		1,609			1,023			6,247			6,485
Income tax (benefit)/expense		(706	)		4,955			188			7,477
Adjusted EBITDA	$	1,855		$	10,093		$	20,726		$	43,236
Adjusted EBITDA Margin		4.7	%		21.2	%		11.5	%		22.1	%

(1)	As of the twelve months ended December 31, 2024, this amount contains a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company’s performance-based stock units. For further discussion, see Note 6 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
(2)	This amount relates to settlement costs for non-recurring litigation of $0.9 million for the twelve months ended December 31, 2024.

For the three months ended December 31, 2024 and 2023, pre-opening de novo and relocation costs were $0.1 million and $0.1 million, respectively. For the twelve months ended December 31, 2024 and 2023, pre-opening de novo and relocation costs were $1.0 million and $3.3 million, respectively.

The following table reconciles Adjusted Net Income and Adjusted Net Income per Share to net income/(loss), the most directly comparable GAAP financial measure:

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Net loss	$	(5,034	)	$	(4,574	)	$	(8,251	)	$	(4,479	)
Plus
Equity-based compensation⁽¹⁾		2,240			4,741			3,762			18,224
Restructuring and related severance costs		539			1,188			6,026			5,488
Loss/(gain) on disposal of long-lived assets		12			(14	)		16			(212	)
Litigation settlements		—			—			850			—
Tax effect of adjustments		(2,267	)		(653	)		(1,271	)		(2,732	)
Adjusted net (loss)/income	$	(4,510	)	$	688		$	1,132		$	16,289

Adjusted net (loss)/income per share of common stock ⁽²⁾
Basic	$	(0.08	)	$	0.01		$	0.02		$	0.29
Diluted	$	(0.08	)	$	0.01		$	0.02		$	0.28
Weighted average shares outstanding
Basic		58,121,431			57,132,355			57,688,906			56,778,793
Diluted		58,121,431			58,134,210			58,281,133			57,611,469

(1)	During the first quarter of fiscal year 2024, the Company recorded a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company’s performance-based stock units. For further discussion, see Note 6 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
(2)	Diluted Adjusted Net Income Per Share is computed by dividing adjusted net income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.

Investor Contact
Allison Malkin
ICR, Inc.
[email protected]