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ICF Reports Third Quarter 2024 Results

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―Margin Expansion Driven by Favorable Business Mix and Higher Utilization―
―GAAP EPS and Non-GAAP EPS1 Include Tax Benefits of $0.25 Per Share―
―Record Business Development Pipeline of $10.6 Billion at Quarter-End―

―2024 Guidance: Adjusting Revenue Range to Account for Lower Pass-Throughs; Raising EPS Ranges to Reflect Margin Expansion and Tax Benefits―

Third Quarter Highlights: 

Revenue Increased 3% to $517 Million, Up 6% Excluding DivestituresNet Income Was $33 Million and GAAP EPS Was $1.73, Up 38% Non-GAAP EPS Increased 18% to $2.13EBITDA1 Increased 18% to $58.2 Million; Adjusted EBITDA1 Was $58.5 Million, Up 8%Contract Awards Were $697 Million for a Quarterly Book-to Bill Ratio of 1.35 and a TTM Book-to-Bill Ratio of 1.31

RESTON, Va., Oct. 31, 2024 /PRNewswire/ — ICF (NASDAQ: ICFI), a global consulting and technology services provider, reported results for the third quarter ended September 30, 2024.

Commenting on the results, John Wasson, chair and chief executive officer, said, “This was another quarter of strong performance for ICF. Total revenues increased 3% year-on-year. Revenues from continuing operations increased 6% from last year’s levels, which includes a considerable impact from lower pass-throughs.

“Our Energy, Environment, Infrastructure and Disaster Recovery client market again was a key contributor to our third quarter results, delivering year-on-year revenue growth of 15.3% and accounting for 45.7% of total third quarter revenues, up from 40.8% in the similar period last year. We experienced continued strong demand from our utility clients for a broad range of ICF’s capabilities, including core energy efficiency programs, grid resilience, electrification, decarbonization and flexible load management, all of which have taken on greater importance given recent increases in projected electricity demand, particularly from the growth in data centers. ICF is a market leader with the unique experience, capabilities and scale to assist utility clients across all these areas with analytics, multidisciplinary solutions and program management.  

“Favorable mix and higher utilization were key drivers of third quarter margin expansion. Operating margin increased by 250 basis points year-on-year to 8.9%, and Adjusted EBITDA margin expanded by 50 basis points to 11.3% from 10.8%.

“We ended the third quarter with a record business development pipeline of $10.6 billion, after $697 million in contract awards. Year-to-date contract awards increased 16% from last year’s levels to just over $2.0 billion, of which 63% represented new business wins, indicating how well aligned ICF’s capabilities are with client spending priorities.”

Third Quarter 2024 Results

Third quarter 2024 total revenue was $517.0 million, a 3.1% increase from the $501.5 million reported in the third quarter of 2023, and up 6.0% from last year’s third quarter revenues adjusted for the divestiture of our commercial marketing business lines. Subcontractor and other direct costs were 24.7% of total revenues compared to 27.1% in last year’s third quarter. Operating income was $46.0 million, up 44.3% from $31.9 million last year, and operating margin on revenue expanded to 8.9% from 6.4%. Net income totaled $32.7 million, representing a 37.7% year-on-year increase over the $23.7 million reported in the third quarter of 2023. Diluted EPS was $1.73 per share, up 38.4% from $1.25 reported in the third quarter of 2023, which included $5.2 million, or $0.20 per share, of tax-effected special charges. Third quarter 2024 net income and diluted EPS included incremental tax benefits beyond previous expectations of $0.25 per share. As a result, the company’s effective tax rate was 13.8% in the third quarter.

Non-GAAP EPS increased 17.7% to $2.13 per share, from $1.81 per share reported in the comparable period in 2023. EBITDA was $58.2 million, 18.4% above the $49.2 million reported in the year-ago period. Adjusted EBITDA increased 7.8% to $58.5 million from $54.3 million for the comparable period in 2023.

Backlog and New Business

Total backlog was $3.9 billion at the end of the third quarter of 2024. Funded backlog was $1.9 billion, or approximately 50% of the total backlog. The total value of contracts awarded in the 2024 third quarter was $696.9 million for a quarterly book-to-bill ratio of 1.35, and trailing twelve-month contract awards totaled $2.0 billion, up 16.0% year-on-year for a book-to-bill ratio of 1.31.

Government Revenue Third Quarter 2024 Highlights

Revenue from government clients was $387.8 million, up 1.1% year-over-year. 

U.S. federal government revenue was $282.0 million, an increase of 1.0% compared to the $279.3 million reported in the third quarter of 2023, and was impacted by a year-over-year decrease in subcontractor and other direct costs estimated at $10 million in the quarter. Federal government revenue accounted for 54.5% of total revenue, compared to 55.7% of total revenue in the third quarter of 2023.U.S. state and local government revenue increased 3.0% to $78.9 million, from $76.6 million in the year-ago quarter. State and local government clients represented 15.3% of total revenue, unchanged from the third quarter of 2023.International government revenue was $26.9 million, slightly down from the $27.5 million reported in the year-ago quarter. International government revenue represented 5.2% of total revenue, compared to 5.5% in the third quarter of 2023.

Key Government Contracts Awarded in the Third Quarter 2024

Notable government contract awards won in the third quarter of 2024 included:

Health and Social Programs

A new task order with a value of $40.2 million with a U.S. federal agency to deliver strategic and digital communications and engagement campaigns to combat human trafficking.A contract modification with a value of $33.2 million with a U.S. federal agency to provide stakeholder engagement support services.A new contract with a value of $14.8 million with the U.S. Centers for Disease Control and Prevention (CDC) to provide support for CDC’s Needle Exchange Utilization Survey (NEXUS) surveillance project.A new subcontract with a value of $11.2 million to provide information resource support services for the U.S. National Institute of Neurological Disorders and Stroke, Office of Neuroscience Communications and Engagement.A new contract with a value of $10.9 million with the U.S. National Institutes of Health to support the National Library of Medicine’s User Services and Collections Division cross-functional initiatives, including advancing GenAI projects and other programming and technical development activities.A new contract with a value of $9.7 million with the U.S. Department of Education to provide capacity-building services to state, regional and local education agencies.

Disaster Management and Mitigation

A contract extension with a value of $38.5 million with a U.S. state land agency to provide disaster recovery and mitigation grant management services.A new contract with a value of $10.5 million with the government of a U.S. territory to provide a comprehensive array of services to support compliance with federal and local disaster management regulations related to its hurricane recovery efforts.

IT Modernization

A new contract with a value of $69.9 million with the government of a U.S. territory to design, build and implement a new geospatial data management system.A new task order under a blanket purchase agreement with a value of $8.9 million with a U.S. federal agency to provide data center modernization services.

Climate, Energy and Environment

A single-award recompete blanket purchase agreement with a ceiling of $75 million with the U.S. Environmental Protection Agency Office of Water to provide environmental, economic, regulatory and evaluation services to the agency’s critical water programs.A recompete blanket purchase agreement with a ceiling of $40.0 million with the U.S. Federal Highway Administration to provide technical, engineering, publications, marketing and professional support services.

Commercial Revenue Third Quarter 2024 Highlights

Commercial revenue was $129.2 million, compared to $118.1 million reported in the third quarter of 2023; up 23.7% compared to revenues of $104.5 million excluding divestitures in 2023.

Commercial revenue accounted for 25.0% of total revenue compared to 23.5% of total revenue in the 2023 third quarter.Energy markets revenue, which includes energy efficiency programs, increased 24.6% and represented 86.7% of commercial revenue.

Key Commercial Contracts Awarded in the Third Quarter of 2024

Notable commercial awards won in the third quarter of 2024 included:

A contract modification with a mid-Atlantic U.S. utility to continue to provide program implementation services for its residential energy efficiency portfolio.A contract modification with a multinational energy company to prepare environmental impact statements for the company’s offshore wind projects.A new contract with an international renewable energy company to prepare an environmental impact statement for its offshore wind project.A new contract with a Midwestern U.S. utility to provide program implementation services for its residential energy efficiency program.A new contract with a Midwestern U.S. electric and gas utility to provide program implementation services for its residential energy efficiency program.A new contract with a Midwestern U.S. utility to provide demand-side management programs for both market rate and disadvantaged communities for its residential energy efficiency portfolio.A contract modification with a mid-Atlantic U.S. utility to continue to provide program implementation services for its energy efficiency programs.

Dividend Declaration

On October 31, 2024, ICF declared a quarterly cash dividend of $0.14 per share, payable on January 10, 2025, to shareholders of record on December 6, 2024.

Summary and Outlook

“Continued favorable business mix and utilization metrics, together with the incremental tax benefits of approximately $0.25 per share, have led us to increase the midpoint of our earnings per share guidance for full year 2024 by $0.35. Our revised guidance for GAAP EPS is in the range of $6.05 to $6.15, excluding special charges, and Non-GAAP EPS is expected to range from $7.40 to $7.50, representing year-on-year growth of 14.6% at the midpoint. We have adjusted our full year 2024 revenue guidance range to $2.0 billion to $2.03 billion from $2.03 billion to $2.10 billion to reflect an estimated $50 million reduction in expected pass-throughs. This primarily impacts revenue comparisons for our Health and Social Programs client market with no meaningful impact on margins. Based on our strong cash flow to date, we reaffirm our guidance for full year 2024 operating cash flow of approximately $155 million.

“Our forward-looking metrics support our confidence in continued growth for ICF as we enter 2025. We have a strong multiyear backlog, a record business development pipeline and a consistent track record of new business wins. We are experiencing robust demand from commercial clients for our energy and environment expertise and related implementation and technology capabilities. We have excellent credentials in disaster management, resilience and mitigation work to assist state and local governments with recovery after storms, flooding and wildfires, as well as with their future resilience planning. The large majority of our federal government work is in areas that have bipartisan support, particularly IT modernization, which remains an area of priority spending. And importantly, our people are fully engaged in achieving the objectives and missions of our clients, which underpins our confidence in ICF’s future growth potential,” Mr. Wasson concluded.

1 Non-GAAP EPS, EBITDA, and Adjusted EBITDA are non-GAAP measurements. A reconciliation of all non-GAAP measurements to the most applicable GAAP number is set forth below. Special charges are items that were included within our consolidated statements of comprehensive income but are not indicative of ongoing performance and have been presented net of applicable U.S. GAAP taxes. The presentation of non-GAAP measurements may not be comparable to other similarly titled measures used by other companies.

About ICF

ICF is a global consulting and technology services company with approximately 9,000 employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.

Caution Concerning Forward-looking Statements

Statements that are not historical facts and involve known and unknown risks and uncertainties are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements that are included in the “Risk Factors” section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.

Note on Forward-Looking Non-GAAP Measures

The company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to the variability and difficulty in making accurate forecasts and projections and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures (such as the effect of share-based compensation or the impact of future extraordinary or non-recurring events like acquisitions) is available to the company without unreasonable effort. For the same reasons, the company is unable to estimate the probable significance of the unavailable information. The company provides forward-looking non-GAAP financial measures that it believes will be achievable, but it cannot accurately predict all of the components of the adjusted calculations, and the U.S. GAAP financial measures may be materially different than the non-GAAP financial measures.

Investor Contacts:

Lynn Morgen, ADVISIRY PARTNERS, lynn.morgen@advisiry.com +1.212.750.5800
David Gold, ADVISIRY PARTNERS, david.gold@advisiry.com +1.212.750.5800

Company Information Contact:
Lauren Dyke, ICF, lauren.dyke@ICF.com +1.571.373.5577

 

ICF International, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands, except per share amounts)  

2024

2023

2024

2023

Revenue

$                    516,998

$                 501,519

$              1,523,463

$               1,484,886

Direct costs

325,047

323,504

964,911

961,473

Operating costs and expenses:

Indirect and selling expenses

132,816

131,553

389,001

381,808

Depreciation and amortization

4,820

5,917

15,303

19,052

Amortization of intangible assets

8,291

8,644

24,873

27,154

Total operating costs and expenses

145,927

146,114

429,177

428,014

Operating income

46,024

31,901

129,375

95,399

Interest, net

(7,195)

(10,557)

(23,136)

(30,146)

Other (expense) income

(899)

2,736

767

1,501

Income before income taxes

37,930

24,080

107,006

66,754

Provision for income taxes

5,251

340

21,399

6,304

Net income

$                     32,679

$                   23,740

$                  85,607

$                    60,450

Earnings per Share:

Basic

$                         1.74

$                       1.26

$                      4.57

$                        3.22

Diluted

$                         1.73

$                       1.25

$                      4.53

$                        3.19

Weighted-average Shares:

Basic

18,760

18,815

18,752

18,795

Diluted

18,910

18,974

18,915

18,958

Cash dividends declared per common share

$                         0.14

$                       0.14

$                      0.42

$                        0.42

Other comprehensive loss, net of tax

(951)

(4,053)

(610)

(2,236)

Comprehensive income, net of tax

$                     31,728

$                   19,687

$                  84,997

$                    58,214

 

ICF International, Inc. and Subsidiaries

Reconciliation of Non-GAAP financial measures (2) 

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands, except per share amounts)

2024

2023

2024

2023

Reconciliation of Revenue, Adjusted for Impact of Exited Business 

Revenue

$                516,998

$                501,519

$           1,523,463

$           1,484,886

Less: Revenue from exited business (3)

—

(13,565)

—

(59,713)

Total Revenue, Adjusted for Impact of Exited Business

$                516,998

$                487,954

$           1,523,463

$           1,425,173

Reconciliation of EBITDA and Adjusted EBITDA (4)

Net income

$                  32,679

$                  23,740

$                85,607

$                60,450

Interest, net

7,195

10,557

23,136

30,146

Provision for income taxes

5,251

340

21,399

6,304

Depreciation and amortization

13,111

14,561

40,176

46,206

EBITDA 

58,236

49,198

170,318

143,106

Impairment of long-lived assets (5)

—

2,912

—

3,806

Acquisition and divestiture-related expenses (6)

139

1,779

205

4,685

Severance and other costs related to staff realignment (7)

449

595

1,184

4,455

Charges for facility consolidations and office closures (8)

—

2,220

—

2,579

Pre-tax gain from divestiture of a business (9)

(298)

(2,425)

(2,013)

(2,425)

Total Adjustments

290

5,081

(624)

13,100

Adjusted EBITDA

$                  58,526

$                  54,279

$              169,694

$              156,206

Net Income Margin Percent on Revenue (10)

6.3 %

4.7 %

5.6 %

4.1 %

EBITDA Margin Percent on Revenue (11)

11.3 %

9.8 %

11.2 %

9.6 %

Adjusted EBITDA Margin Percent on Revenue (11)

11.3 %

10.8 %

11.1 %

10.5 %

Reconciliation of Non-GAAP Diluted EPS (4)

U.S. GAAP Diluted EPS

$                      1.73

$                      1.25

$                    4.53

$                    3.19

Impairment of long-lived assets

—

0.15

—

0.20

Acquisition and divestiture-related expenses

0.01

0.09

0.01

0.25

Severance and other costs related to staff realignment

0.02

0.03

0.06

0.23

Expenses related to facility consolidations and office closures (12)

—

0.12

0.04

0.14

Pre-tax gain from divestiture of a business

(0.02)

(0.13)

(0.11)

(0.13)

Amortization of intangibles

0.44

0.46

1.31

1.43

Income tax effects of the adjustments (13)

(0.05)

(0.16)

(0.26)

(0.50)

Non-GAAP Diluted EPS

$                      2.13

$                      1.81

$                    5.58

$                    4.81

(2) These tables provide reconciliations of non-GAAP financial measures to the most applicable GAAP numbers. While we believe that these non-GAAP financial measures may be useful in evaluating our financial information, they should be considered supplemental in nature and not as a substitute for financial information prepared in accordance with GAAP. Other companies may define similarly titled non-GAAP measures differently and, accordingly, care should be exercised in understanding how we define these measures. 

(3) Revenue from the exited U.K. commercial marketing business (June 30, 2023), U.S. commercial marketing business (September 11, 2023), and Canadian mobile text aggregation business (November 1, 2023). Subcontractor and other direct costs from the exited business are approximately 15.0% and 31.1% of revenue of the exited business for the three and nine months ended September 30, 2023, respectively.

(4) Reconciliations of EBITDA, Adjusted EBITDA, and Non-GAAP Diluted EPS were calculated using numbers as reported in U.S. GAAP.

(5) Represents impairment charges recorded in the first and third quarters of 2023 of $0.9 million and $2.9 million, respectively, of an intangible asset associated with the exit of our commercial marketing business in the U.K. and operating lease right-of-use assets.

(6) These are primarily third-party costs related to acquisitions and potential acquisitions, integration of acquisitions, and separation of discontinued businesses or divestitures.

(7) These costs are mainly due to involuntary employee termination benefits for our officers, and employees who have been notified that they will be terminated as part of a business reorganization or exit.

(8) These are exit costs associated with terminated leases or full office closures that we either (i) will continue to pay until the contractual obligations are satisfied but with no economic benefit to us, or (ii) paid upon termination and ceasing to use the leased facilities.

(9) Pre-tax gain related to the 2023 divestiture of our U.S. commercial marketing business which include contingent gains realized in the first and the third quarter of 2024.

(10) Net Income Margin Percent on Revenue was calculated by dividing net income by revenue.

(11) EBITDA Margin Percent and Adjusted EBITDA Margin Percent on Revenue were calculated by dividing the non-GAAP measure by the corresponding revenue.

(12) These are exit costs related to actual office closures (previously included in Adjusted EBITDA) and accelerated depreciation related to fixed assets for planned office closures.

(13) Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 13.8% and 21.7% for the three months ended September 30, 2024 and 2023, respectively, and 20.0% and 23.5% for the nine months ended September 30, 2024 and 2023, respectively.

  

ICF International, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

September 30, 2024

December 31, 2023

ASSETS

Current Assets:

Cash and cash equivalents

$                       6,911

$                      6,361

Restricted cash

724

3,088

Contract receivables, net

212,412

205,484

Contract assets

237,742

201,832

Prepaid expenses and other assets

24,785

28,055

Income tax receivable

10,541

2,337

Total Current Assets

493,115

447,157

Property and Equipment, net

71,299

75,948

Other Assets:

Goodwill

1,221,437

1,219,476

Other intangible assets, net

70,030

94,904

Operating lease – right-of-use assets

122,543

132,807

Other assets

49,754

41,480

Total Assets

$                 2,028,178

$               2,011,772

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Current portion of long-term debt

$                     13,750

$                    26,000

Accounts payable

121,093

134,503

Contract liabilities

17,176

21,997

Operating lease liabilities 

21,204

20,409

Finance lease liabilities

2,590

2,522

Accrued salaries and benefits

91,103

88,021

Accrued subcontractors and other direct costs

55,600

45,645

Accrued expenses and other current liabilities

85,274

79,129

Total Current Liabilities

407,790

418,226

Long-term Liabilities:

Long-term debt

405,396

404,407

Operating lease liabilities – non-current

160,926

175,460

Finance lease liabilities – non-current

11,922

13,874

Deferred income taxes

5,982

26,175

Other long-term liabilities

59,845

56,045

Total Liabilities

1,051,861

1,094,187

Commitments and Contingencies

Stockholders’ Equity:

Preferred stock, par value $.001; 5,000,000 shares authorized; none issued

—

—

Common stock, par value $.001; 70,000,000 shares authorized; 24,138,735 and 23,982,132 shares issued at September 30, 2024 and December 31, 2023, respectively; 18,762,710 and 18,845,521 shares outstanding at September 30, 2024 and December 31, 2023, respectively

24

24

Additional paid-in capital

436,671

421,502

Retained earnings

852,835

775,099

Treasury stock, 5,376,025 and 5,136,611 shares at September 30, 2024 and December 31, 2023, respectively

(300,718)

(267,155)

Accumulated other comprehensive loss

(12,495)

(11,885)

Total Stockholders’ Equity

976,317

917,585

Total Liabilities and Stockholders’ Equity

$                 2,028,178

$               2,011,772

 

ICF International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended

September 30,

(in thousands)

2024

2023

Cash Flows from Operating Activities

Net income

$                         85,607

$                         60,450

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses

3,176

691

Deferred income taxes and unrecognized income tax benefits

(16,957)

(3,533)

Non-cash equity compensation

12,494

10,134

Depreciation and amortization

40,177

46,207

Gain on divestiture of a business

(2,009)

(4,302)

Other operating adjustments, net

2,206

2,563

Changes in operating assets and liabilities, net of the effects of acquisitions:

Net contract assets and liabilities

(40,155)

(52,010)

Contract receivables

(9,634)

12,087

Prepaid expenses and other assets

(434)

11,893

Operating lease assets and liabilities, net

(3,065)

3,897

Accounts payable

(13,402)

(13,333)

Accrued salaries and benefits

2,889

(8,521)

Accrued subcontractors and other direct costs

9,660

(3,353)

Accrued expenses and other current liabilities

16,979

(18,727)

Income tax receivable and payable

(9,574)

450

Other liabilities

(1,774)

959

Net Cash Provided by Operating Activities

76,184

45,552

Cash Flows from Investing Activities

Payments for purchase of property and equipment and capitalized software

(15,559)

(17,876)

Payments for business acquisitions, net of cash acquired

—

(32,664)

Proceeds from divestiture of a business

1,985

47,151

Net Cash Used in Investing Activities

(13,574)

(3,389)

Cash Flows from Financing Activities

Advances from working capital facilities

917,953

972,266

Payments on working capital facilities

(930,043)

(995,244)

Proceeds from other short-term borrowings

43,735

25,394

Repayments of other short-term borrowings

(53,280)

(18,845)

Receipt of restricted contract funds

1,275

6,412

Payment of restricted contract funds

(3,586)

(7,042)

Dividends paid

(7,880)

(7,903)

Net payments for stock issuances and share repurchases

(30,995)

(20,601)

Other financing, net

(1,777)

(1,501)

Net Cash Used in Financing Activities

(64,598)

(47,064)

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash

174

(213)

Decrease in Cash, Cash Equivalents, and Restricted Cash

(1,814)

(5,114)

Cash, Cash Equivalents, and Restricted Cash, Beginning of Period

9,449

12,968

Cash, Cash Equivalents, and Restricted Cash, End of Period

$                           7,635

$                           7,854

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:

Interest

$                         24,388

$                         29,173

Income taxes

$                         50,382

$                         12,604

 

ICF International, Inc. and Subsidiaries

Supplemental Schedule (14)

Revenue by client markets

Three Months Ended

Nine Months Ended

September 30, 

September 30,

2024

2023

2024

2023

Energy, environment, infrastructure, and disaster recovery

46 %

41 %

46 %

40 %

Health and social programs

38 %

42 %

38 %

42 %

Security and other civilian & commercial

16 %

17 %

16 %

18 %

Total

100 %

100 %

100 %

100 %

Revenue by client type

Three Months Ended

Nine Months Ended

September 30, 

September 30,

2024

2023

2024

2023

U.S. federal government

55 %

56 %

55 %

55 %

U.S. state and local government

15 %

15 %

16 %

16 %

International government

5 %

5 %

5 %

5 %

Total Government

75 %

76 %

76 %

76 %

Commercial

25 %

24 %

24 %

24 %

Total

100 %

100 %

100 %

100 %

Revenue by contract mix

Three Months Ended

Nine Months Ended

September 30, 

September 30,

2024

2023

2024

2023

Time-and-materials

43 %

41 %

42 %

41 %

Fixed-price

46 %

45 %

46 %

45 %

Cost-based

11 %

14 %

12 %

14 %

Total

100 %

100 %

100 %

100 %

(14) As is shown in the supplemental schedule, we track revenue by key metrics that provide useful information about the nature of our operations. Client markets provide insight into the breadth of our expertise.  Client type is an indicator of the diversity of our client base.  Revenue by contract mix provides insight in terms of the degree of performance risk that we have assumed.

 

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SOURCE ICF

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Edvance and CWG Launch RealRelay Fintech, AI Agents for Finance with Trust Built First

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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.

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SOURCE CWG Innovations; Edvance International Holdings Limited; RealRelay

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140th Canton Fair Amplifies Visibility for Hundreds of Product Debuts, Connecting Innovation with Global Demand

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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

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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

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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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