Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission file number: 001-38203

Mynd.ai, Inc.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Maples Corporate Services Limited,

PO Box 309,

Ugland House,

Grand Cayman KY1-1104

Cayman Islands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Yes Form 40-F ☐ No

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Exhibit No						Description
99.1						Exhibit 99.1 - Press Release dated August 29, 2024

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Table of contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized..            

                                

			Mynd.ai, Inc.
			By:			/s/ Arthur Giterman
			Name:			Arthur Giterman
			Title:			Chief Financial Officer

Date: August 29, 2024

Exhibit 99.1

Mynd Announces 2024 First Half Results

Gross Margins Increased 100 Basis Points to 27.3%; Adjusted EBITDA loss improved by $0.6 million

Seattle, WA., August 29, 2024 – Mynd.ai, Inc. (the “Company” or “Mynd”) (NYSE American: MYND) today announced financial results for the first half of 2024 (H1 2024).

H1 2024 Key Financial Milestones

–Revenue of $166.0 million compared to $222.5 million for the same period in the prior year, with the decrease primarily driven by reduced spending by key customers due to uncertainty regarding future budget allocations

–Gross profit of $45.4 million, a 22.4% decline from $58.5 million in the same period in the prior year, driven by the year-over-year reduction in revenue. Gross margins increased 100 basis points to 27.3% primarily as a result of increased operational efficiencies

–Cash flow from operations improvement of $5.0 million compared to the same period in the prior year, with cash reserves of $69.4 million

–Adjusted EBITDA loss of $5.6 million compared to a loss of $6.1 million for the same period in the prior year, primarily driven by lower sales volumes

–Management continuing to implement cost saving measures to mitigate effects of education technology market headwinds

“We’ve observed a continued industry-wide softening demand trend throughout most of our key geographic markets primarily due to uncertainty around future budget allocations for many of our customers. After several years of unusually high funding as a result of COVID-related government relief programs, local education authorities are reacting to a broad normalization of budgets,” said Vin Riera, Chief Executive Officer. “Nevertheless, we are confident in our business model and are well positioned to prioritize and streamline our operations and navigate the market challenges, as evidenced by our margin improvement. As we continue to drive operational efficiencies and take further actions to reduce overhead costs, we seek to maintain our market leadership in interactive flat panel displays ("IFPDs") within the global education market. We are dedicated to delivering hardware and software solutions with groundbreaking tools and new technologies for the education, business, and public sectors in line with our long-term strategic vision.”

The Company generated revenue of $166.0 million for H1 2024, a decrease of $56.5 million, from $222.5 million of revenue generated in the same period in the prior year, primarily due to reduced spending by customers due to uncertainty regarding future budget allocations leading to softer industry demand coupled with increased competition.

Gross profit was $45.4 million for H1 2024, a 22.4% decline from $58.5 million in the same period in the prior year driven by the year-over-year reduction in revenue. Gross margins increased 100 basis points to 27.3% resulting primarily from operational improvements and cost savings in a number of areas, including lower component material pricing, freight and duty savings as a result of transitioning the final assembly by our contract manufacturers of our U.S. ActivPanel inventory to Mexico. Warranty costs were reduced due to observed lower failure rates on our ActivPanel 9 and our ActivPanel LX models.

Net loss of $47.8 million for H1 2024 compared to a loss of $15.7 million in the same period in the prior year. The increase in net loss was primarily driven by the recording of a valuation allowance against United States deferred tax assets as a result of cumulative pre-tax losses in the United States in recent years and lower sales volumes across all key markets in the first six months of 2024. Adjusted EBITDA was a loss of $5.6 million for H1 2024 compared to a loss of $6.1 million in the same period in the prior year.

“Like many of our competitors, we experienced headwinds stemming from the lower demand trends in the education technology sector, but we exited the period with $69.4 million in cash and incremental availability under our existing credit line. As we continue to pursue cost optimization initiatives and evaluate our capital allocation strategy, we believe we are competitively well positioned to continue as the market leader in this space,” commented Arthur Giterman, Chief Financial Officer.

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Forward-Looking Statements

This press release contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements reflect Mynd’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” “optimistic,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in Mynd’s Annual Report on Form 20-F, filed with the SEC on March 27, 2024, as such factors may be updated from time to time in Mynd’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, including, but not limited to, the Company’s brand recognition and market reputation; student enrollment in the Company’s teaching facilities; the Company’s growth strategies and ability to build long-term relationships with schools and other key market participants; the Company’s future business development, results of operations and financial condition; trends and competition in the early childhood education markets in which the Company intends to operate; changes in its revenues and certain cost or expense items; the expected growth of the early childhood education market in the Company’s targeted addressable markets; governmental policies relating to the Company’s industry, including government funding of education opportunities, the Company’s ability to implement cost saving initiatives to mitigate market headwinds and general economic conditions in the markets in which the Company intends to operate. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Mynd’s filings with the SEC. While forward-looking statements reflect Mynd’s good faith beliefs, they are not guarantees of future performance. Mynd disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law.

Discussion of non-GAAP Financial Measures

We believe that providing the non-GAAP ("Generally Accepted Accounting Principles") information to investors, in addition to the GAAP presentation, allows investors to view the financial results in the way management views the operating results. We further believe that providing this information allows investors not only to better understand our financial performance, but more importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. The non-GAAP information included in this press release should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP.

We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, for making operating decisions and for forecasting and planning for future periods. Our annual financial plan is prepared both on a GAAP and non-GAAP basis, and the non-GAAP annual financial plan is approved by our board of directors. Continuous budgeting and forecasting for revenue and expenses are conducted on a consistent non-GAAP basis, in addition to GAAP, and actual results on a non-GAAP basis are assessed against the non-GAAP annual financial plan. In addition, and as a consequence of the importance of these measures in managing the business, we use non-GAAP measures and results in the evaluation process to establish management’s compensation. For example, our annual bonus program payments are based in part upon the achievement of consolidated revenue and Adjusted EBITDA targets.

Reconciliations with respect to the Non-GAAP figures included in this press release to such Non-GAAP figure’s most comparable GAAP figure are included in the financial tables below.

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About Mynd.ai, Inc.

Seattle-based Mynd is a global leader in interactive technology offering best-in-class hardware and software solutions that help organizations create and deliver dynamic content; simplify and streamline teaching, learning, and communication; and facilitate real-time collaboration. Our award-winning interactive displays and software can be found in more than 1 million learning and training spaces across 126 countries. Our global distribution network of more than 4,000 reseller partners and our dedicated sales and support teams around the world enable us to deliver the highest level of service to our customers.

For investor and media inquiries, please contact:

Investor Relations - Mynd.ai, Inc.

E-mail: [e-mail]

Arthur Giterman

Chief Financial Officer

[e-mail]

Tel: [phone]

Financial Tables Follow

Mynd.ai, Inc.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. dollars, except share and per share data, or otherwise noted)

						June 30, 2024						December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents						$	69,377					$	91,784
Accounts receivable, net of allowance for credit losses of $1,617 and $2,599, respectively						67,660						63,865
Inventories						33,662						53,098
Prepaid expenses and other current assets						12,432						14,666
Due from related parties						2,319						2,759
Total current assets						185,450						226,172
Non-current assets:
Goodwill						45,545						46,924
Property, plant, and equipment, net						14,896						11,878
Intangible assets, net						48,647						51,450
Right-of-use assets						7,882						7,491
Deferred tax assets, net						16,659						56,381
Other non-current assets						4,684						4,094
Total non-current assets						138,313						178,218
Total assets						323,763						404,390
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable						52,177						59,595
Accrued expenses and other current liabilities						37,243						45,389
Loans payable, current						21,292						31,942
Contract liabilities						16,107						14,110
Accrued warranties						15,449						17,871
Lease liabilities, current						4,011						4,412
Due to related parties						6,107						5,080
Current liabilities of discontinued operations						—						163
Total current liabilities						152,386						178,562
Non-current liabilities:
Loans payable, non-current						57,741						64,859
Loans payable, related parties, non-current						4,715						4,670
Contract liabilities, non-current						21,054						21,762
Lease liabilities, non-current						3,986						3,412
Deferred tax liabilities						1,197						1,317
Other non-current liabilities						3,814						4,250
Total non-current liabilities						92,507						100,270
Total liabilities						244,893						278,832
Commitments and contingencies
Shareholders’ equity:
Ordinary shares par value of $0.001; 990,000,000 shares authorized, 456,477,820 shares issued and outstanding as of both June 30, 2024 and December 31, 2023. 10,000,000 shares, $0.001 par value, without designation.						456						456
Additional paid-in capital						474,501						473,590
Accumulated other comprehensive income						3,724						3,513
Accumulated deficit						(401,630)						(353,890)
Total Mynd.ai, Inc. shareholders’ equity						77,051						123,669
Non-controlling interest						1,819						1,889
Total shareholders’ equity						78,870						125,558
Total liabilities and shareholders’ equity						$	323,763					$	404,390

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Mynd.ai, Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S. dollars, except share and per share data, or otherwise noted)

						Six months ended June 30,
						2024						2023
Revenue						$	165,983					$	222,497
Cost of sales						120,607						164,036
Gross profit						45,376						58,461
Operating expenses:
General and administrative						20,217						18,313
Research and development						13,413						18,508
Sales and marketing						22,497						30,315
Transaction related costs						125						8,472
Restructuring						1,218						2,170
Total operating expenses						57,470						77,778
Operating loss						(12,094)						(19,317)
Other income (expense):
Interest expense						(5,518)						(2,366)
Interest income						1,314						6
Gain on embedded derivative						9,249						—
Other income (expense), net						(1,066)						1,294
Total other income (expense)						3,979						(1,066)
Net loss from continuing operations, before income taxes						(8,115)						(20,383)
Income tax benefit (expense)						(39,631)						5,143
Net loss from continuing operations						(47,746)						(15,240)
Loss from discontinued operations, net of tax						(64)						(431)
Net loss						$	(47,810)					$	(15,671)
Net loss from continuing operations attributable to non-controlling interest						$	(70)					$	—
Net loss attributable to ordinary shareholders of Mynd.ai, Inc. from continuing operations						(47,676)						(15,240)
Net loss attributable to ordinary shareholders of Mynd.ai, Inc.						(47,740)						(15,671)
Basic and Diluted
Net loss per share attributable to ordinary shareholders of Mynd.ai, Inc. from continuing operations						$	(0.10)					$	(0.04)
Net loss per share attributable to ordinary shareholders of Mynd.ai, Inc. from discontinued operations						—						—
Net loss per share attributable to ordinary shareholders of Mynd.ai, Inc.						(0.10)						(0.04)
Weighted average shares outstanding used in calculating net loss per share						456,477,820						426,422,220

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Mynd.ai. Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

						Six months ended June 30,
						June 30, 2024						June 30, 2023
Net loss						$	(47,810)					$	(15,671)
Change in foreign currency translation adjustments						211						(1,920)
Total comprehensive loss						(47,599)						(17,591)
Less: comprehensive loss attributable to non-controlling interest						(70)						—
Comprehensive loss attributable to Mynd.ai Inc.						$	(47,529)					$	(17,591)

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Mynd.ai, Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

						Six months ended June 30,
						2024						2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss						$	(47,810)					$	(15,671)
Loss from discontinued operations, net of tax						64						431
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization						4,044						2,526
Deferred taxes						39,480						(5,143)
Non-cash lease expense						2,894						960
Non-cash interest expenses						2,290						—
Amortization of RDEC credit						(588)						(372)
Gain on embedded derivative						(9,249)						—
Share-based compensation						1,131						—
Change in fair value of earn out liabilities						36						79
Loss on disposal of property, plant and equipment						44						—
Change in operating assets and liabilities:
Accounts receivable						(4,411)						(23,078)
Inventories						19,531						36,578
Prepaid expenses and other assets						2,558						(300)
Prepaid subscriptions						—						1,424
Due from related parties						409						1,345
Accounts payable						(6,221)						(8,367)
Accrued expenses and other liabilities						(8,495)						(8,408)
Accrued warranties						(2,378)						3,148
Due to related parties						1,028						(1,409)
Contract liabilities						1,397						5,484
Lease obligations - operating leases						(3,042)						(1,148)
Net cash used in operating activities - continuing operations						(7,288)						(11,921)
Net cash used in operating activities - discontinued operations						(64)						(429)
Net cash used in operating activities						(7,352)						(12,350)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment						(1,084)						(236)
Internal-use software development costs						(3,499)						(1,556)
Repayment of loan receivable, related party						—						8,019
Net cash (used in) provided by investing activities						(4,583)						6,227
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Revolver						(16,770)						(29,000)
Proceeds from Revolver						6,000						28,000
Contingent consideration payments						—						(716)
Repayment of Paycheck Protection Program Loan						(96)						(96)
Proceeds from NetDragon group loans						—						119
Net cash used in financing activities						(10,866)						(1,693)
Net change in cash and cash equivalents						(22,801)						(7,816)
Cash and cash equivalents, beginning of period						91,784						29,312
Exchange rate effects						394						(268)
Cash and cash equivalents, end of period						$	69,377					$	21,228
Supplemental disclosure of non-cash investing and financing activities transactions:
Convertible notes issued in exchange for accrued PIK interest						$	1,643					$	—
Decrease in goodwill due to measurement period adjustments relating to business acquisition, net						$	1,228					$	—
Lease assets acquired in exchange for lease liabilities						$	3,555					$	550
Supplemental disclosure of cash transactions:
Cash paid for interest						$	2,730					$	—
Cash refund, net of cash paid for taxes						$	967					$	678

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Mynd.ai. Inc.

SUPPLEMENTAL FINANCIAL INFORMATION

Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

			Six months ended June 30,
			2024						2023
Net loss			$	(47,810)					$	(15,671)
Loss from discontinued operations			64						431
Interest expense			5,518						2,366
Interest income			(1,314)						(6)
Income tax expense (benefit)			39,631						(5,143)
Depreciation and amortization			4,044						2,526
Share-based compensation			1,131						—
Other income (expense), net			1,066						(1,294)
Gain on embedded derivative			(9,249)						—
Transaction related costs1			125						8,472
Restructuring costs2			1,218						2,170
Adjusted EBITDA			$	(5,576)					$	(6,149)

(1) Transaction related costs are one-time non-recurring costs related to acquisition and disposal of businesses.

(2) Restructuring costs relate to employee severance costs, contract termination costs, facility restructuring, and business restructuring efforts undertaken by management.

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