Technology
Danaher Reports Fourth Quarter and Full Year 2024 Results
Published
2 years agoon
By
WASHINGTON, Jan. 29, 2025 /PRNewswire/ — Danaher Corporation (NYSE: DHR) (the “Company”) today announced results for the fourth quarter and full year 2024. All results in this release reflect only continuing operations unless otherwise noted.
Key Fourth Quarter 2024 Results
Net earnings were $1.1 billion, or $1.49 per diluted common share and non-GAAP adjusted diluted net earnings per common share were $2.14.Revenues increased 2.0% year-over-year to $6.5 billion and non-GAAP core revenue increased 1.0%.Operating cash flow was $2.0 billion and non-GAAP free cash flow was $1.5 billion.
Key Full Year 2024 Results
Net earnings were $3.9 billion, or $5.29 per diluted common share and non-GAAP adjusted diluted net earnings per common share were $7.48.Revenues of $23.9 billion were flat year-over-year and non-GAAP core revenue decreased 1.5%.Operating cash flow was $6.7 billion and non-GAAP free cash flow was $5.3 billion.
Rainer M. Blair, President and Chief Executive Officer, stated, “We finished the year strong, with better-than-anticipated core revenue in all three of our segments. Good execution by our team also drove solid cash flow and operating margin expansion.”
Blair continued, “Looking ahead, we believe Danaher is better positioned than at any point in our 40-year history. The transformation in our portfolio over the last several years has created a focused life sciences and diagnostics innovator, poised for higher long-term growth, expanded margins and stronger cash flow.”
First Quarter and Full Year 2025 Outlook
The Company provides forecasted sales only on a non-GAAP core revenue basis because of the difficulty in estimating the other components of GAAP revenue, such as currency translation, acquisitions and divested product lines.
For the first quarter 2025, the Company anticipates that non-GAAP core revenue will decline low-single digits year-over-year. For full year 2025, the Company expects that non-GAAP core revenue will increase approximately 3% year-over-year.
Conference Call and Webcast Information
Danaher will discuss its fourth quarter results and financial guidance for the first quarter and full year 2025 during its investor conference call today starting at 8:00 a.m. ET. The call and an accompanying slide presentation will be webcast on the “Investors” section of Danaher’s website, www.danaher.com, under the subheading “Events & Presentations.” A replay of the webcast will be available in the same section of Danaher’s website shortly after the conclusion of the presentation and will remain available until the next quarterly earnings call.
The conference call can be accessed by dialing 800-445-7795 within the U.S. or by dialing +1 785-424-1699 outside the U.S. a few minutes before the 8:00 a.m. ET start and telling the operator that you are dialing in for Danaher’s earnings conference call (Conference ID: DHRQ424). A replay of the conference call will be available shortly after the conclusion of the call and until February 12, 2025. You can access the replay dial-in information on the “Investors” section of Danaher’s website under the subheading “Events & Presentations.”
ABOUT DANAHER
Danaher is a leading global life sciences and diagnostics innovator, committed to accelerating the power of science and technology to improve human health. Our businesses partner closely with customers to solve many of the most important health challenges impacting patients around the world. Danaher’s advanced science and technology – and proven ability to innovate – help enable faster, more accurate diagnoses and help reduce the time and cost needed to sustainably discover, develop and deliver life-changing therapies. Focused on scientific excellence, innovation and continuous improvement, our approximately 63,000 associates worldwide help ensure that Danaher is improving quality of life for billions of people today, while setting the foundation for a healthier, more sustainable tomorrow. Explore more at www.danaher.com.
NON-GAAP MEASURES AND SUPPLEMENTAL MATERIALS
In addition to the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. Calculations of these measures, explanations of what these measures represent and the reasons why we believe these measures provide useful information to investors, a reconciliation of these measures to the most directly comparable GAAP measures, as applicable, and other information relating to these non-GAAP measures are included in the supplemental reconciliation schedule attached.
In addition, this earnings release, the slide presentation accompanying the related earnings call, non-GAAP reconciliations and a note containing details of historical and anticipated, future financial performance have been posted to the “Investors” section of Danaher’s website (www.danaher.com).
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including the statements regarding the anticipated financial results for the first quarter and full year 2025, the Company’s positioning for the future and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are “forward-looking” statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: unanticipated, further declines in demand for our COVID-19 related products, the impact of global health crises, the impact of our debt obligations on our operations and liquidity, deterioration of or instability in the global economy, the markets we serve and the financial markets, uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products, uncertainties relating to national laws or policies, including laws or policies to protect or promote domestic interests and/or address foreign competition, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including rules relating to off-label marketing and other regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments, our ability to integrate the businesses we acquire and achieve the anticipated growth, synergies and other benefits of such acquisitions, contingent liabilities and other risks relating to acquisitions, investments, strategic relationships and divestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs), security breaches or other disruptions of our information technology systems or violations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government with respect to our production capacity in times of national emergency or with respect to intellectual property/production capacity developed using government funding, risks relating to product, service or software defects, product liability and recalls, risks relating to our manufacturing operations and fluctuations in the cost and availability of the supplies we use (including commodities) and labor we need for our operations, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, the impact of deregulation on demand for our products and services, the impact of climate change, legal or regulatory measures to address climate change and our ability to address stakeholder expectations relating to climate change, labor matters and our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets, non-U.S. economic, political, legal, compliance, social and business factors (including the impact of military conflicts), disruptions and other impacts relating to man-made and natural disasters, inflation and the impact of our By-law exclusive forum provisions. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2023 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the third quarter of 2024. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
DANAHER CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Diluted Net Earnings Per Common Share and Adjusted Diluted Net Earnings Per Common Share1
Three-Month Period Ended
Year Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
Diluted Net Earnings Per Common Share
From Continuing Operations (GAAP)
$ 1.49
$ 1.50
$ 5.29
$ 5.65
Amortization of acquisition-related intangible
assetsA
0.56
0.51
2.21
2.00
Fair value net (gains) losses on
investmentsB
0.09
0.19
0.08
0.24
ImpairmentsC
0.06
0.05
0.36
0.10
Acquisition-related itemsD
—
0.13
0.03
0.13
Litigation gainsE
—
(0.01)
—
(0.01)
Contract termination expenseF
0.08
—
0.08
—
Tax effect of the above adjustmentsG
(0.13)
(0.18)
(0.51)
(0.47)
Discrete tax adjustmentsH
(0.01)
(0.10)
(0.07)
(0.06)
MCPS “as if converted”I
—
—
—
0.01
Rounding
—
—
0.01
(0.01)
Adjusted Diluted Net Earnings Per Common
Share From Continuing Operations (Non-
GAAP)
$ 2.14
$ 2.09
$ 7.48
$ 7.58
1
For the year ended December 31, 2023, each of the per share adjustment amounts above have been calculated assuming the Mandatory Convertible Preferred Stock (“MCPS”) had been converted into shares of common stock as of all dates presented.
Notes to Above Reconciliation
A
Amortization of acquisition-related intangible assets in the following historical periods ($ in millions) (only the pretax amounts set forth below are reflected in the amortization line item above):
Three-Month Period Ended
Year Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
Pretax
$ 408
$ 380
$ 1,631
$ 1,491
After-tax
338
317
1,346
1,226
B
Net (gains) losses, including impairments, on the Company’s equity and limited partnership investments recorded in the following historical periods ($ in millions) (only the pretax amounts set forth below are reflected in the fair value net (gains) losses on investments line above):
Three-Month Period Ended
Year Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
Pretax
$ 64
$ 139
$ 57
$ 182
After-tax
48
98
39
130
C
Impairment charges related to a trade name in the Diagnostics segment recorded in the three-month period and year ended December 31, 2024 ($43 million pretax as reported in this line item, $32 million after-tax), a trade name in the Life Sciences segment recorded in the year ended December 31, 2024 ($222 million pretax as reported in this line item, $169 million after-tax), technology-based intangible assets in the Diagnostics segment recorded in the three-month period and year ended December 31, 2023 ($23 million pretax as reported in this line, $18 million after-tax) and technology-based intangible assets and other assets in the Biotechnology segment recorded in the three-month period and year ended December 31, 2023 ($12 million and $54 million pretax as reported in this line item, $8 million and $40 million after-tax, respectively).
D
Costs incurred for the fair value adjustment to inventory related to the acquisition of Abcam plc (“Abcam”) for the year ended December 31, 2024 ($25 million pretax as reported in this line item, $19 million after-tax). Transaction costs deemed significant, settlement of pre-acquisition share-based payment awards and fair value adjustments to inventory in each case related to the acquisition of Abcam in the three-month period and year ended December 31, 2023 ($95 million pretax as reported in this line item, $75 million after-tax). The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for the Company in a given period.
E
Gain related to settlement of litigation in the Life Sciences segment recorded in the three-month period and year ended December 31, 2023 ($10 million pretax as reported in this line, $8 million after-tax).
F
Loss on the termination of a commercial agreement in the Diagnostics segment in the three-month period and year ended December 31, 2024 ($56 million pretax as reported in this line item, $56 million after-tax).
G
This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. In addition, the footnotes above indicate the after-tax amount of each individual adjustment item. Danaher estimates the tax effect of each adjustment item by applying Danaher’s overall estimated effective tax rate to the pretax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment. The MCPS dividends are not tax deductible and therefore the tax effect of the adjustments does not include any tax impact of the MCPS dividends.
H
Discrete tax adjustments and other tax-related adjustments for the three-month period ended December 31, 2024, include the impact of net discrete tax benefits of $4 million due principally to net discrete tax benefits resulting from the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and changes in estimates related to prior year tax filing positions, net of charges related to changes in estimates associated with prior period uncertain tax positions. Discrete tax adjustments and other tax-related adjustments for the year ended December 31, 2024 include the impact of net discrete tax benefits of $49 million due principally to net discrete tax benefits resulting from excess tax benefits from stock compensation, the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and changes in estimates related to prior year tax filing positions, net of charges related to changes in estimates associated with prior period uncertain tax positions. Discrete tax adjustments for the three-month period ended December 31, 2023, include the impact of net discrete tax benefits of $71 million due principally to net deferred tax benefits resulting from changes in estimates related to prior year tax filing positions and the release of reserves for uncertain tax positions due to the expiration of statutes of limitation, net of charges related to changes in estimates associated with prior period uncertain tax positions. Discrete tax adjustments and other tax-related adjustments for the year ended December 31, 2023 include the impact of net discrete tax benefits of $47 million due principally to net discrete tax benefits from changes in estimates related to prior year tax filing positions, the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and excess tax benefits from stock-based compensation, net of charges related to tax costs related to the separation of Veralto Corporation, tax costs from legal and operational actions undertaken to realign certain of its businesses and changes in estimates associated with prior period uncertain tax positions. The Company anticipates excess tax benefits from stock compensation of approximately $7 million per quarter and therefore excludes benefits in excess of this amount in the calculation of adjusted diluted net earnings from continuing operations per common share.
I
In May 2020, the Company issued $1.72 billion in aggregate liquidation preference of 5.0% MCPS. Dividends on the MCPS were payable on a cumulative basis at an annual rate of 5.0% on the liquidation preference of $1,000 per share. Each share of MCPS converted on April 17, 2023 into 5.0175 shares of Danaher’s common stock. For the calculation of net earnings per common share from continuing operations, the impact of the dilutive MCPS is calculated under the “if-converted” method and the related MCPS dividends are excluded. For the purposes of calculating adjusted earnings per common share from continuing operations, the Company has excluded the paid MCPS cash dividends and assumed the “if-converted” method of share dilution (the incremental shares of common stock deemed outstanding applying the “if-converted” method of calculating share dilution only with respect to any MCPS the conversion of which would be dilutive in the particular period are referred to as the “Converted Shares”) for any MCPS that were anti-dilutive for the given period. For additional information about the impact of the MCPS on the calculation of diluted EPS, see note 2 in the Average and Adjusted Average Common Stock and Common Equivalent Diluted Shares Outstanding table below.
Average and Adjusted Average Common Stock and Common Equivalent Diluted Shares Outstanding
(shares in millions)
Three-Month Period Ended
Year Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
Average common stock and common
equivalent shares outstanding – diluted
(GAAP)2
728.2
746.1
737.2
743.1
Converted shares3
—
—
—
2.5
Adjusted average common stock and common
equivalent shares outstanding – diluted (non-
GAAP)
728.2
746.1
737.2
745.6
2
The impact of the MCPS calculated under the if-converted method was anti-dilutive for the year ended December 31, 2023 and as such, approximately 2.5 million shares underlying the MCPS were excluded from the calculation of diluted EPS for the period and the related MCPS dividends of $21 million were included in the calculation of net earnings for diluted EPS for the period. As of April 17, 2023, all outstanding shares of the MCPS converted into 8.6 million shares of the Company’s common stock.
3
The number of converted shares assumes the conversion of all MCPS and issuance of the underlying shares applying the “if-converted” method of accounting and using the actual conversion rates as of December 31, 2023.
Sales Growth (Decline) by Segment, Core Sales Growth (Decline) by Segment
% Change Three-Month Period Ended December 31, 2024 vs. Comparable
2023 Period
Segments
Total Company
Biotechnology
Life Sciences
Diagnostics
Total sales growth (decline) (GAAP)
2.0 %
6.5 %
5.5 %
(3.0) %
Impact of:
Acquisitions
(1.5) %
— %
(5.0) %
— %
Currency exchange rates
0.5 %
1.5 %
0.5 %
1.0 %
Core sales growth (decline) (non-GAAP)
1.0 %
8.0 %
1.0 %
(2.0) %
% Change Year Ended December 31, 2024 vs. Comparable 2023 Period
Segments
Total Company
Biotechnology
Life Sciences
Diagnostics
Total sales growth (decline) (GAAP)
— %
(6.0) %
2.5 %
2.0 %
Impact of:
Acquisitions
(2.0) %
— %
(6.0) %
— %
Currency exchange rates
0.5 %
1.5 %
1.5 %
1.0 %
Core sales (decline) growth (non-GAAP)
(1.5) %
(4.5) %
(2.0) %
3.0 %
Forecasted Core Sales (Decline) Growth
The Company provides forecasted sales only on a non-GAAP core revenue basis because of the difficulty in estimating the other components of GAAP revenue, such as currency translation, acquisitions and divested product lines.
% Change Three-Month
Period Ending March
28, 2025 vs.
Comparable 2024
Period
% Change Year Ending
December 31, 2025 vs.
Comparable 2024
Period
Core sales (decline) growth (non-GAAP)
-Low single digit
~3.0%
Cash Flow from Continuing Operations and Free Cash Flow from Continuing Operations
($ in millions)
Three-Month Period Ended
Year-over-
Year
Change
Year Ended
Year-over-
Year
Change
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Total Cash Flows from Continuing
Operations:
Total cash provided by operating
activities from continuing operations
(GAAP)
$ 2,019
$ 1,591
$ 6,688
$ 6,490
Total cash used in investing activities
from continuing operations (GAAP)
$ (694)
$ (6,017)
$ (1,981)
$ (7,048)
Total cash (used in) provided by
financing activities from continuing
operations (GAAP)
$ (1,692)
$ (1,819)
$ (8,385)
$ 154
Free Cash Flow from Continuing
Operations:
Total cash provided by operating
activities from continuing operations
(GAAP)
$ 2,019
$ 1,591
~27.0 %
$ 6,688
$ 6,490
~3.0 %
Less: payments for additions to
property, plant & equipment (capital
expenditures) from continuing
operations (GAAP)
(516)
(434)
(1,392)
(1,383)
Plus: proceeds from sales of property,
plant & equipment (capital disposals)
from continuing operations (GAAP)
1
6
13
12
Free cash flow from continuing
operations (non-GAAP)
$ 1,504
$ 1,163
~29.5 %
$ 5,309
$ 5,119
~3.5 %
Note: The Company defines free cash flow as operating cash flows from continuing operations, less payments for additions to property, plant and equipment from continuing operations (“capital expenditures”) plus the proceeds from sales of plant, property and equipment from continuing operations (“capital disposals”). All amounts presented above reflect only continuing operations.
Statement Regarding Non-GAAP Measures
Each of the non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing Danaher Corporation’s (“Danaher” or the “Company”) results that, when reconciled to the corresponding GAAP measure, help our investors:
with respect to the profitability-related non-GAAP measures, understand the long-term profitability trends of our business and compare our profitability to prior and future periods and to our peers;with respect to core sales, identify underlying growth trends in our business and compare our sales performance with prior and future periods and to our peers; andwith respect to free cash flow from continuing operations (the “FCF Measure”), understand Danaher’s ability to generate cash without external financings, strengthen its balance sheet, invest in its business and grow its business through acquisitions and other strategic opportunities (although a limitation of free cash flow is that it does not take into account the Company’s debt service requirements and other non-discretionary expenditures, and as a result the entire free cash flow amount is not necessarily available for discretionary expenditures).
Management uses the non-GAAP measures referenced above to measure the Company’s operating and financial performance, and uses core sales and non-GAAP measures similar to Adjusted Diluted Net Earnings Per Common Share from Continuing Operations and the FCF Measure in the Company’s executive compensation program.
The items excluded from the non-GAAP profitability measures set forth above have been excluded for the following reasons:Amortization of Intangible Assets: We exclude the amortization of acquisition-related intangible assets because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. While we have a history of significant acquisition activity we do not acquire businesses on a predictable cycle, and the amount of an acquisition’s purchase price allocated to intangible assets and related amortization term are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of this amortization expense facilitates more consistent comparisons of operating results over time between our newly acquired and long-held businesses, and with both acquisitive and non-acquisitive peer companies. We believe however that it is important for investors to understand that such intangible assets contribute to sales generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized.Restructuring Charges: We exclude costs incurred pursuant to discrete restructuring plans that are fundamentally different (in terms of the size, strategic nature and planning requirements, as well as the inconsistent frequency, of such plans) from the ongoing productivity improvements that result from application of the Danaher Business System. Because these restructuring plans are incremental to the core activities that arise in the ordinary course of our business and we believe are not indicative of Danaher’s ongoing operating costs in a given period, we exclude these costs to facilitate a more consistent comparison of operating results over time.Other Adjustments: With respect to the other items excluded from Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, we exclude these items because they are of a nature and/or size that occur with inconsistent frequency, occur for reasons that may be unrelated to Danaher’s commercial performance during the period and/or we believe that such items may obscure underlying business trends and make comparisons of long-term performance difficult.With respect to adjusted average common stock and common equivalent shares outstanding, Danaher’s MCPS mandatorily converted into Danaher common stock on the mandatory conversion date of April 17, 2023 (unless converted or redeemed earlier in accordance with the terms of the applicable certificate of designations). With respect to the calculation of Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, we apply the “if converted” method of share dilution to the MCPS in all applicable periods irrespective of whether such preferred shares were dilutive or anti-dilutive in the period. We believe this presentation provides useful information to investors by helping them understand the net impact on Danaher’s earnings per share-related measures irrespective of the period.With respect to core sales, (1) we exclude the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends, and (2) we exclude the effect of acquisitions and divested product lines because the timing, size, number and nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult.With respect to the FCF Measure, we exclude payments for additions to property, plant and equipment (net of the proceeds from capital disposals) to demonstrate the amount of operating cash flow for the period that remains after accounting for the Company’s capital expenditure requirements.
The Company provides forecasted sales only on a non-GAAP basis because of the difficulty in estimating the other components of GAAP revenue, such as currency translation, acquisitions and divested product lines.
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)
($ in millions, except per share amount)
As of December 31
2024
2023
ASSETS
Current assets:
Cash and equivalents
$ 2,078
$ 5,864
Trade accounts receivable, less allowance for doubtful accounts of $113 as of
December 31, 2024 and $120 as of December 31, 2023
3,537
3,922
Inventories
2,330
2,594
Prepaid expenses and other current assets
1,552
1,557
Total current assets
9,497
13,937
Property, plant and equipment, net
4,990
4,553
Other long-term assets
3,990
3,644
Goodwill
40,497
41,608
Other intangible assets, net
18,568
20,746
Total assets
$ 77,542
$ 84,488
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt
$ 505
$ 1,695
Trade accounts payable
1,753
1,766
Accrued expenses and other liabilities
4,540
4,813
Total current liabilities
6,798
8,274
Other long-term liabilities
5,694
6,017
Long-term debt
15,500
16,707
Stockholders’ equity:
Common stock – $0.01 par value, 2.0 billion shares authorized; 884.3 million issued
and 719.1 million outstanding as of December 31, 2024; 880.5 million issued and
739.2 million outstanding as of December 31, 2023
9
9
Additional paid-in capital
16,727
16,170
Treasury stock
(8,163)
(2,019)
Retained earnings
44,188
41,074
Accumulated other comprehensive income (loss)
(3,218)
(1,748)
Total Danaher stockholders’ equity
49,543
53,486
Noncontrolling interests
7
4
Total stockholders’ equity
49,550
53,490
Total liabilities and stockholders’ equity
$ 77,542
$ 84,488
This information is presented for reference only. Final audited financial statements will include footnotes, which should be
referenced when available, to more fully understand the contents of this information.
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
($ and shares in millions, except per share amounts)
Three-Month Period Ended
Year Ended
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Sales
$ 6,538
$ 6,405
$ 23,875
$ 23,890
Cost of sales
(2,648)
(2,626)
(9,669)
(9,856)
Gross profit
3,890
3,779
14,206
14,034
Operating costs:
Selling, general and administrative expenses
(2,023)
(2,035)
(7,759)
(7,329)
Research and development expenses
(442)
(407)
(1,584)
(1,503)
Operating profit
1,425
1,337
4,863
5,202
Nonoperating income (expense):
Other income (expense), net
(63)
(137)
(56)
(175)
Interest expense
(61)
(85)
(278)
(286)
Interest income
14
117
117
303
Earnings from continuing operations before
income taxes
1,315
1,232
4,646
5,044
Income taxes
(229)
(111)
(747)
(823)
Net earnings from continuing operations
1,086
1,121
3,899
4,221
Earnings from discontinued operations, net of
income taxes
—
(42)
—
543
Net earnings
1,086
1,079
3,899
4,764
Mandatory convertible preferred stock
dividends
—
—
—
(21)
Net earnings attributable to common
stockholders
$ 1,086
$ 1,079
$ 3,899
$ 4,743
Net earnings per common share from
continuing operations:
Basic
$ 1.50
$ 1.52
$ 5.33
$ 5.70
(a)
Diluted
$ 1.49
$ 1.50
$ 5.29
(a)
$ 5.65
Net earnings per common share from
discontinued operations:
Basic
$ —
$ (0.06)
$ —
$ 0.74
Diluted
$ —
$ (0.06)
$ —
$ 0.73
(a)
Net earnings per common share:
Basic
$ 1.50
$ 1.46
$ 5.33
$ 6.44
(a)
Diluted
$ 1.49
$ 1.45
(b)
$ 5.29
(a)
$ 6.38
(a)
Average common stock and common
equivalent shares outstanding:
Basic
722.7
739.8
731.0
736.5
Diluted
728.2
746.1
737.2
743.1
(a) Net earnings per common share amount for the relevant three-month periods do not add to the full year period amount due to rounding.
(b) Net earnings per common share amount does not add due to rounding.
This information is presented for reference only. Final audited financial statements will include footnotes, which should be
referenced when available, to more fully understand the contents of this information.
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
($ in millions)
Year Ended December 31
2024
2023
Cash flows from operating activities:
Net earnings
$ 3,899
$ 4,764
Less: earnings from discontinued operations, net of income taxes
—
(543)
Net earnings from continuing operations
3,899
4,221
Noncash items:
Depreciation
721
675
Amortization of intangible assets
1,631
1,491
Amortization of acquisition-related inventory fair value step-up
25
8
Stock-based compensation expense
288
306
Investment losses
57
182
Impairment charges
265
77
Change in deferred income taxes
(483)
(1,204)
Change in trade accounts receivable, net
331
322
Change in inventories
147
185
Change in trade accounts payable
19
(149)
Change in prepaid expenses and other assets
274
419
Change in accrued expenses and other liabilities
(486)
(43)
Total operating cash provided by continuing operations
6,688
6,490
Total operating cash provided by discontinued operations
—
674
Net cash provided by operating activities
6,688
7,164
Cash flows from investing activities:
Cash paid for acquisitions
(558)
(5,610)
Payments for additions to property, plant and equipment
(1,392)
(1,383)
Proceeds from sales of property, plant and equipment
13
12
Payments for purchases of investments
(331)
(172)
Proceeds from sales of investments
253
61
All other investing activities
34
44
Total cash used in investing activities from continuing operations
(1,981)
(7,048)
Total investing cash used in discontinued operations
—
(33)
Net cash used in investing activities
(1,981)
(7,081)
Cash flows from financing activities:
Proceeds from the issuance of common stock in connection with stock-based compensation
162
68
Payment of dividends
(768)
(821)
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)
5
(1,006)
Repayments of borrowings (maturities longer than 90 days)
(1,674)
(620)
Distribution from discontinued operations
—
2,600
Payments for repurchase of common stock
(5,979)
—
All other financing activities
(131)
(67)
Net cash (used in) provided by financing activities for continuing operations
(8,385)
154
Cash distributions to Veralto Corporation, net
—
(427)
Net cash used in financing activities
(8,385)
(273)
Effect of exchange rate changes on cash and equivalents
(108)
59
Net change in cash and equivalents
(3,786)
(131)
Beginning balance of cash and equivalents
5,864
5,995
Ending balance of cash and equivalents
$ 2,078
$ 5,864
This information is presented for reference only. Final audited financial statements will include footnotes, which should be
referenced when available, to more fully understand the contents of this information.
DANAHER CORPORATION AND SUBSIDIARIES
SEGMENT INFORMATION (unaudited)
($ in millions)
Three-Month Period Ended
Year Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
Sales:
Biotechnology
$ 1,869
$ 1,759
$ 6,759
$ 7,172
Life Sciences
2,032
1,930
7,329
7,141
Diagnostics
2,637
2,716
9,787
9,577
Total Company
$ 6,538
$ 6,405
$ 23,875
$ 23,890
Operating Profit:
Biotechnology
$ 508
$ 416
$ 1,685
$ 1,909
Life Sciences
376
235
879
1,209
Diagnostics
624
766
2,625
2,406
Other
(83)
(80)
(326)
(322)
Total Company
$ 1,425
$ 1,337
$ 4,863
$ 5,202
Operating Profit Margins:
Biotechnology
27.2 %
23.6 %
24.9 %
26.6 %
Life Sciences
18.5 %
12.2 %
12.0 %
16.9 %
Diagnostics
23.7 %
28.2 %
26.8 %
25.1 %
Total Company
21.8 %
20.9 %
20.4 %
21.8 %
This information is presented for reference only. Final audited financial statements will include footnotes, which should be
referenced when available, to more fully understand the contents of this information.
View original content:https://www.prnewswire.com/news-releases/danaher-reports-fourth-quarter-and-full-year-2024-results-302362722.html
SOURCE Danaher Corporation
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Technology
Edvance and CWG Launch RealRelay Fintech, AI Agents for Finance with Trust Built First
Published
35 minutes agoon
October 19, 2026By
Edvance and CWG open RealRelay’s third vertical, bringing tested and rated AI agents to finance as MAS sets out how AI in the sector should be governed.
SINGAPORE, Oct. 19, 2026 /PRNewswire/ — On Oct. 17, Edvance International Holdings Limited (HKEX: 1410) (“Edvance”), through its wholly-owned Singapore subsidiary Paradise Matrix Pte. Ltd., and CWG Innovations Pte. Ltd. (“CWG”) today launched RealRelay Fintech, the third vertical on RealRelay.ai, the platform on which organisations build, test and run AI agents without writing code. The launch took place at a one-day youth AI event at Suntec Convention Centre, co-organised by the Digital Defence Alliance Singapore (DDAS) and CWG with the support of the National Youth Council (NYC).
The event was conceptualised, planned and developed by Mr Aaron Ang (linkedin.com/in/aaronangsg), Chief Commercial Officer of CWG, who leads the RealRelay project. Mr Ang built the day around one challenge. Participants were handed a simulated fraud case and asked to use agentic AI to find out what had happened. Within hours they had worked through tens of thousands of transaction records, traced the money, flagged the entries that did not add up and shown how they got there. The same job, done by hand, would take an audit team weeks. The event was graced by Mr Ong Kah Kuang, Assistant Chief Executive of the National Youth Council.
That is what RealRelay Fintech sets out to do. Work that is slow, manual and easy to get wrong, such as reconciling accounts, checking documents and finding the one record in a million that should not be there, becomes something an agent on the platform does accurately, in hours, with every step on record. Fraud detection is the clearest example, and it is where the fintech vertical begins. In finance, though, a fast answer counts for nothing unless the institution can trust it.
Trust comes first
Finance is the sector where trust in AI matters most, and Singapore has moved first. On 7 October the Monetary Authority of Singapore (MAS) issued its Guidelines on AI Risk Management. They cover every financial institution and every form of AI, agents included. Boards are expected to oversee AI risk, keep an inventory of each AI use, manage third-party AI and control the whole life cycle, from testing to monitoring. The guidelines take effect in October 2027. In August, MAS also committed S$220 million under FSTI 4.0 to get AI into the sector faster, including an AI Pathfinder track for solutions listed on PathFin.ai.
Every agent on RealRelay passes through the Trust and Control Layer. The platform’s own security agent tests it before it goes live and tests it again each time it changes. Permissions, logging, retention and access are controlled centrally, and every agent carries a risk rating that covers the data it can touch, the actions it can take and how it behaved under test. That rating, the agent inventory and the full log are the same things MAS now asks financial institutions to keep. The Trust and Control Layer draws on Edvance’s more than 20 years in cybersecurity.
Asked what the launch represents, Mr Ang said:
“Singapore has been clear about how it wants AI to enter finance. Innovate, but with trust and control in place from the start. We believe that is the next phase of fintech, and we built RealRelay Fintech on exactly that principle. The Trust and Control Layer is the foundation of the platform. Every agent is tested before it goes live, and the institution keeps full control over what it can see and do. When people can see that, they stop hesitating. That is how banks, funds and founders will actually put AI to work, and that is what we are here to make possible.”
What RealRelay Fintech does
At launch the vertical covers four areas of work.
Research and analysis. Agents that read filings, news and market data, run scenarios and produce forecasts with the reasoning shown.
Decision documents. Credit memos, investment committee packs, portfolio risk briefs and client review notes, drafted from a firm’s own data and templates.
Fraud, compliance and document checks. Agents that reconcile transactions, flag anomalies, check onboarding documents against policy and keep a record of every check.
Learning. A guided track for students and new joiners, using the same tools professionals use, at a price a student can afford.
Institutional deployments, including Singapore-hosted and on-premises options, are available on request.
Three verticals, one platform
RealRelay has two layers sitting on a Trust and Control Layer. The Token Exchange launched on 30 September 2026 and puts more than 300 mainstream AI models behind one subscription, routing each task to a suitable model at a lower cost than buying them separately. The Agentic Layer sits on top. Users describe what they need in plain language, assemble an agent from ready-made modules, test it and deploy it in one click, with no code. Three verticals run on these layers: education, cybersecurity and now fintech.
Education came first, and it is where the platform found its first users. At the APEX Bootcamp in September, students and young working adults with no technical background built working agents in two days. Interest from educational institutions has followed, and CWG is finalising details with these institutions to provide RealRelay and the full AI ecosystem around it to their students. Fintech now follows the same path, on the same layers and under the same controls.
What comes next
RealRelay Fintech will run a series of masterclasses in parallel with the Singapore FinTech Festival from 18 to 20 November 2026, and CWG is preparing its listing on PathFin.ai. Over 2027, the Trust and Control Layer will be mapped to the MAS guidelines so that an institution can take an agent’s test record straight into its own risk assessment. Agents built to individual institutions’ own policies and templates will follow.
For Edvance, fintech opens a subscription market where the buyers are large, regulated, and now required to show trust and control over the AI they use. Edvance is responsible for commercialising the platform and holds the intellectual property in its cybersecurity agents. The platform is owned and operated from Singapore, and the two companies are preparing to take it global, with partner talks under way and expansion plans already in place.
About Edvance International Holdings Limited
Edvance International Holdings Limited (HKEX: 1410) is a Hong Kong-headquartered value-added distributor of cybersecurity products and provider of cybersecurity services, with more than 20 years of experience in the market. Paradise Matrix Pte. Ltd. is Edvance’s wholly-owned subsidiary in Singapore. For more information, visit https://www.paradisematrix.sg.
About CWG Innovations Pte. Ltd.
CWG Innovations Pte. Ltd. is a Singapore company focused on AI solutions development and enterprise AI deployment. CWG is the operator of RealRelay.ai. For more information, visit https://www.cwgsg.ai.
View original content:https://www.prnewswire.com/apac/news-releases/edvance-and-cwg-launch-realrelay-fintech-ai-agents-for-finance-with-trust-built-first-302911986.html
SOURCE CWG Innovations; Edvance International Holdings Limited; RealRelay
Technology
140th Canton Fair Amplifies Visibility for Hundreds of Product Debuts, Connecting Innovation with Global Demand
Published
2 hours agoon
October 19, 2026By
GUANGZHOU, China, Oct. 19, 2026 /PRNewswire/ — The 140th Canton Fair opened on October 15 and will be held in three phases. Over 700 New Collection events will take place, representing a 15% increase from the previous session. To share these innovations with a broader audience, the fair has introduced a range of initiatives designed to enhance product visibility and facilitate business connections.
Canton Fair New Collection Gallery Debuts
A dedicated Canton Fair New Collection Gallery has been introduced for the first time at the 140th Canton Fair. Located near the high-traffic platform connecting Area A and B, the gallery is divided into three sections: a product display area, a digital interactivity area and a business matching area.
Together, these sections create an integrated platform that combines product showcase and commercial matchmaking. The setup enables buyers and exhibitors to connect more efficiently, supporting on-site trade discussions and demand matching throughout the event.
Exhibition Meets Livestreaming
To help global buyers stay updated on emerging opportunities in real time, the Canton Fair is combining its physical exhibition with livestreaming programs. A series of featured broadcasts will highlight exhibition tours, product demonstrations and new product launches across a wide range of industries.
By extending product showcases beyond the exhibition floor, these livestreams provide international buyers with convenient access to the latest innovations and market trends regardless of their location.
Theme Release Events
The fair also hosts daily New Collection Theme Release events at the central platform between Area A and B. During Phase 1, featured themes include smart living appliances, service robots, low-altitude smart inspection, smart electronics, precision tools and green energy storage. These sessions provide exhibitors with additional opportunities to present newly launched products and engage directly with buyers from around the world.
As the Canton Fair continues to evolve alongside global trade, its expanded launch platforms, digital engagement initiatives and business matching services reflect a growing commitment to helping innovative products gain market exposure and accelerate commercial opportunities. By creating more touchpoints between exhibitors and buyers, the fair is bolstering a 70-year history as a gateway for international business collaboration in China and a leading product innovation showcase.
For more convenient attendance, please click here for pre-registration:
https://buyer.cantonfair.org.cn/register/buyer/email?source_type=16
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SOURCE Canton Fair
Technology
FF EAI Robotics Ecosystem Inc. (FFR) Highlights Faraday Future Founder and Global CEO YT Jia’s Weekly Investor Update: Three New Product Offerings Launched; More Details on FFR’s Acquisition of FFAI’s Robotics Business and Independent Public Listing
Published
2 hours agoon
October 19, 2026By
On October 26, FFR will hold its listing ceremony and first Investor Day at the Nasdaq Tower in New York, where management will share more about FFR’s strategy and business plans, with more details to follow soon.Two new EAI Devices launched including FF Nova—America’s first entry-level EAI humanoid robot under $2,500, and the second is Nova Mini, a humanoid robot for foundational Physical AI education, priced at $299, with the accompanying curriculum at $499.FF EAI launched two new education and developer training initiatives, the Physical AI Spark Program Curriculum and the Nova Reinforcement Learning Developer Program, while also opening enrollment for its developer community to help expand participation in its embodied AI ecosystem.
LOS ANGELES, Oct. 18, 2026 /PRNewswire/ — FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (“FFR” or the “Company”), a U.S.-based Embodied AI (EAI) robotics company, today highlighted a weekly business update from YT Jia, Founder and Global CEO of Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future” or “FF”). For purposes of attribution, references to “we,” “our,” and “FF” in the following transcript refer to FFAI and its robotics business, except where FFR named.
“Welcome to Weekly Report 77. This week, let’s start with some big news from FFR. On October 26, we will hold FFR’s listing ceremony and first Investor Day at the Nasdaq Tower in New York. Our management team will share more about our strategy and business plans. We’ll also have the chance to talk with investors face to face. To our stockholders and partners, we hope you can join us and help open this new chapter for FFR. Formal invitations to the event will go out tomorrow! Now, let me share what we’ve been working on this week.
This week, FFR and FFAI jointly launched three new offerings.
1. Two new EAI Devices. The first is FF Nova—America’s first entry-level EAI humanoid robot under $2,500. Your Physical AI lab in a backpack. The Nova device costs $2,490, and the Developer Skills Package is $390. The second is Nova Mini, our humanoid robot for foundational Physical AI education. The robot is priced at $299, and the accompanying curriculum is $499. With these additions, the “One-Brain Multi-Form Multi-Capability” FF EAI Robot World 2.0 we are building now includes more than 20 EAI Devices across 11 models, seven series, and three robot forms.
2. A new FF EAI Education Skills product—the “Physical AI Spark Program Curriculum.”
3. The Nova Reinforcement Learning Developer Program. We also opened enrollment in our developer community.
Our EAI Brain and Developer Platform Cores also made two breakthroughs this week.
Regarding the EAI brain, The All-New Futurist now fully supports SONIC. That opens up more room for development and applications on more advanced robotics platforms. This is how our approach of combining in-house development with open collaboration is starting to deliver more value.
On the Developer Platform side, we’ve made the NVIDIA SONIC data, models, and deployment solutions based on FF Master fully open source through GitHub and Hugging Face. What does that mean for developers? You now have a complete path from open-source research and testing algorithms to deploying robots and building solutions. And that path is open to universities, research institutions, and industry partners around the world, too.
Over the past few days, we’ve received some questions from stockholders about FFR’s acquisition of FFAI’s robotics business and its independent public listing. Let me take a moment to clarify a few points and explain what this means. Giving the robotics business its own operations, financing, and public listing is much more than moving assets within FFAI. It fundamentally reshapes FFR and unlocks its value. We see this as the starting point for a major breakthrough in business value and a faster release of value in the capital markets. Let me explain this in four areas.
One is a sharper strategic focus. We will concentrate our resources on delivering our “Four-Core Full-Stack AI” robotics strategy. Every dollar we invest, every decision we make, and every financing round will serve that goal. This focus will help us refine what we do, deepen our expertise, expand our scale, and strengthen our business.
Another is a clearer basis for valuation. With its own public listing as a pure-play robotics business, FFR can be valued directly against its industry peers. Its valuation will no longer be held back by other factors affecting FFAI. Combined with continued deliveries at positive contribution margins, this gives FFR significant room to unlock value.
We will also have more transparent business results and cleaner financial statements. You will be able to see how each financing round translates into business performance. That transparency can help attract strategic investors and long-term capital. After closing, FFR will have almost no debt. Its balance sheet, income statement, and cash flow statement will be cleaner, making the company’s value easier to see.
The fourth area is lower funding needs and financing costs. FFR has seven unique advantages, including our “Four-Core Full-Stack AI” EAI technology and asset-light operating model. Building on these strengths, we aim to achieve positive operating cash flow no later than the third quarter of 2028. Until then, we expect to need no more than $150 million in total financing.
For FFAI, once the transaction closes, we will remain FFR’s controlling and majority stockholder and continue to share in its potential future growth in value. As a Physical AI investment company following a Berkshire-style model, FFAI will share further business updates soon. We want to reward our stockholders for your continued support.
Over the years, we’ve received encouragement, faced ridicule, and taken harsh criticism, yet we’ve seldom felt the need to explain ourselves. Our passion for building a business is still there. It comes from working alongside people who share our vision, and driving change in the industry together. Failure itself doesn’t stop us. What stops us is losing the belief that we can try again. “Try again.” A message to myself, and to every entrepreneur who keeps going. Thank you for being part of this journey. See you next week.”
About FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC, effective September 30, 2026) is a U.S.-based Embodied AI (EAI) robotics company that is in the process of acquiring the FF EAI Robotics business. Upon completion of the acquisition, the Company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotic technologies, products, and industry solutions.
The Company is committed to building a “Four-Core Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms, Multi-capabilities,” the Company aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle, including R&D, deployment, data collection and training, operations, and commercial applications.
The FF EAI Robotics business has already achieved commercial deliveries of humanoid and biomimetic robotic products. Through its multi-form-factor robotic products, EAI technology platform, closed-loop data capabilities, and industry solutions, the business continues to advance the scaled adoption of robotics across real-world applications. The Company also operates RoboShare, a robot-sharing and services platform designed to connect robotic assets, service capabilities, customer demand, and ecosystem partners, further strengthening its robotics commercialization and service ecosystem.
For more information, visit www.ff.com.
About Faraday Future
Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem of EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/
FFR Forward-Looking Statements
This communication, including any presentation, press release, investor materials or other document of which it forms a part (this “Communication”), contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding FF EAI Robotics Ecosystem Inc. (“FFR,” the “Company,” “us,” “our,” or “we”) and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. FFR can give no assurance that such forward-looking statements or financial projections will prove to be correct.
Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to:
The proposed acquisition transaction and PIPE. The definitive agreements may be terminated in accordance with their terms, and the proposed transactions may not be completed on the terms described or at all; the conditions to closing, including the completion of FFAI’s internal restructuring of the robotics business, the execution of key employee agreements and other customary conditions, and the parties’ ability to satisfy them; the risk that the stockholder approval required under Nasdaq listing rules for the conversion of the preferred stock issued as consideration is not obtained or is delayed, and the effect of the conversion restrictions and the information statement process on the timing of conversion; the timing of the transaction and the costs of pursuing it; the issuance of a substantial number of shares as consideration and the resulting dilution to existing stockholders; the fact that the counterparty is our controlling stockholder, that it will hold a substantial majority of our outstanding shares following closing, that certain members of management serve both companies, and the conflicts of interest inherent in the transaction; the risk that the agreed valuations do not reflect the market value of our shares or of the acquired business; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that Nasdaq determines that the transaction requires us to satisfy initial listing requirements in connection with a business combination, change of control or change in the nature of our business; the risk that the PIPE financing, on which the transaction is not conditioned, is not completed on the anticipated terms or at all; the risk of litigation relating to the transaction; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated.
Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially.
Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause, including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders’ equity, minimum bid price and other applicable standards.
Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders.
Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace.
Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident.
Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses.
Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures.
This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC’s website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports.
The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither FFR nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. FFR reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
FFAI FORWARD LOOKING STATEMENTS
Important factors that may affect actual results or outcomes include, among others: the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for imported products, particularly from China; the ability of the Company to close its transaction with FF EAI Robotics Ecosystem Inc. (FFR) for the sale of its robotics business; demand from automobile dealers for robotics products; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s ability to execute on its plans to enter the robotaxi and cybercab industries; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings; the volatility of the Company’s stock price; the ability of the Company to maintain its stock price above $1.00; and the ability of the Company to maintain compliance with Nasdaq regulations for continued listing. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026; and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.
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SOURCE FF EAI Robotics Ecosystem Inc.
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