Full Press Release Details
STRATA CRITICAL MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
On August 29, 2025, Strata Critical Medical, Inc.
(f/k/a Blade Air Mobility, Inc) (the "Company") completed the previously announced sale of its Passenger business (the
"Passenger Business Sale") to Joby Aero, Inc., (the "Joby Buyer") pursuant to that certain Equity Purchase
Agreement, dated August 1, 2025 (the "Purchase Agreement"), the Company, Strata Critical, Inc. (f/k/a Trinity Medical
Intermediate II, Inc), Blade Urban Air Mobility, Inc. ("BUAM"), Joby Aviation, Inc. ("Joby Aviation")
and Joby Buyer. The Passenger Business Sale (the "Transaction") involved the sale of 100% of the equity interests of BUAM to
the Joby Buyer. The initial purchase price received by the Company upon the consummation of the transaction contemplated by the Purchase
Agreement was equivalent to approximately $76.0 million (assuming the closing price per share of $14.27 of
Joby Aviation's common stock as of August 28, 2025), after giving effect to post-closing adjustments and indemnity holdbacks
pursuant to the terms of the Purchase Agreement, consisting of 5,325,585 shares of Joby Aviation's
common stock. The Company may receive up to $35.0 million in potential earnout consideration as well as the release of up to $10.0 million
in indemnity holdbacks. The earnout is payable in cash or Joby Aviation's common stock upon the achievement of certain employee
retention and specified Adjusted EBITDA performance targets during the earnout measurement periods, as described in the Purchase Agreement.
The purchase price is also subject to customary post-closing adjustments, including adjustments for working capital, indebtedness, and
transaction expenses.
The Passenger Business Sale represents a strategic
shift in the Company's operations. Beginning with the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2025, the Passenger business will be presented as discontinued operations for all periods presented in accordance with
Financial Accounting Standards Board Accounting Standards Codification ("ASC") 205, Presentation of Financial Statements.
The criteria for discontinued operations presentation was not met as of June 30, 2025.
Unaudited Pro Forma Financial Information
The following unaudited pro forma condensed consolidated
financial statements have been derived from the Company's historical consolidated financial statements and are presented to give
effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 gives effect to the Transaction
as if it had occurred on that date.
The unaudited pro forma condensed consolidated
statements of operations for the six months ended June 30, 2025 and for the years ended December 31, 2024 and 2023 give effect
to the Transaction as if it had occurred on January 1, 2023. In accordance with Article 11 of Regulation S-X, the pro forma
adjustments include both recurring impacts (such as the elimination of Passenger business revenues and expenses) and nonrecurring items
directly attributable to the Transaction (such as transaction costs, stock-based compensation modifications, and the estimated gain on
The unaudited pro forma condensed consolidated
financial statements should be read in conjunction with:
| i. | the accompanying notes to the unaudited pro forma condensed consolidated financial statements; | |
| ii. | the Company's audited consolidated financial statements, the accompanying notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the year ended December 31, 2024; and | |
| iii. | the Company's unaudited consolidated financial statements, the accompanying notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025. |
The unaudited pro forma condensed consolidated
financial statements, prepared in accordance with Article 11 of Regulation S-X, are for informational purposes only and are not intended
to be a complete presentation of the Company's results of operations or financial position had the Transaction occurred as of and
for the periods indicated, nor do they purport to project results of operations or financial position for any future period or as of any
Management has made significant
estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the Transaction are
based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under
the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information
becomes available and is evaluated. Therefore, the actual results reported by the Company in periods following the Transaction may differ
significantly from these unaudited pro forma condensed consolidated financial statements. Management believes that its assumptions and
methodologies provide a reasonable basis for presenting all of the significant effects of the Transaction based on information available
to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in
the unaudited pro forma condensed consolidated financial statements.
STRATA CRITICAL MEDICAL, INC.
Unaudited Pro Forma Condensed Consolidated
| (in thousands, except share data, unaudited) | As Reported | Passenger Business Sale (a)(g) | Transaction Accounting Adjustments | Pro Forma | ||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 58,754 | $ | - | $ | - | $ | 58,754 | ||||||||
| Restricted cash | 1,564 | (1,038 | ) | - | 526 | |||||||||||
| Accounts receivable, net | 28,172 | (4,429 | ) | - | 23,743 | |||||||||||
| Short-term investments | 54,666 | - | 75,996 | (b) | 130,662 | |||||||||||
| Prepaid expenses and other current assets | 13,324 | (6,029 | ) | - | 7,295 | |||||||||||
| Total current assets | 156,480 | (11,496 | ) | 75,996 | 220,980 | |||||||||||
| Non-current assets: | ||||||||||||||||
| Property and equipment, net | 33,697 | (2,241 | ) | - | 31,456 | |||||||||||
| Intangible assets, net | 13,580 | (6,175 | ) | - | 7,405 | |||||||||||
| Goodwill | 44,251 | (28,710 | ) | - | 15,541 | |||||||||||
| Operating right-of-use asset | 8,453 | (5,405 | ) | - | 3,048 | |||||||||||
| Other non-current assets | 1,458 | (880 | ) | 45,000 | (b) | 45,578 | ||||||||||
| Total assets | $ | 257,919 | $ | (54,907 | ) | $ | 120,996 | $ | 324,008 | |||||||
| Liabilities and Stockholders' Equity | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 13,679 | $ | (4,493 | ) | $ | 6,679 | (c) | $ | 15,865 | ||||||
| Deferred revenue | 9,112 | (9,112 | ) | - | - | |||||||||||
| Operating lease liability, current | 3,521 | (2,891 | ) | - | 630 | |||||||||||
| Total current liabilities | 26,312 | (16,496 | ) | 6,679 | 16,495 | |||||||||||
| Non-current liabilities: | ||||||||||||||||
| Warrant liability | 2,979 | - | - | 2,979 | ||||||||||||
| Operating lease liability, long-term | 5,318 | (2,706 | ) | - | 2,612 | |||||||||||
| Deferred tax liability | 210 | (210 | ) | - | - | |||||||||||
| Other non-current liabilities | - | - | 17,455 | (c) | 17,455 | |||||||||||
| Total liabilities | 34,819 | (19,412 | ) | 24,134 | 39,541 | |||||||||||
| Stockholders' Equity | ||||||||||||||||
| Preferred stock, $0.0001 par value, 2,000,000 shares authorized; no shares issued and outstanding at June 30, 2025 | $ | - | $ | - | $ | - | $ | - | ||||||||
| Common stock, $0.0001 par value; 400,000,000 authorized; 81,695,605 and 79,419,028 shares issued at June 30, 2025 | 7 | - | - | 7 | ||||||||||||
| Additional paid in capital | 411,259 | - | (5,153 | )(c) | 406,106 | |||||||||||
| Accumulated other comprehensive income | 5,968 | (6,063 | ) | - | (95 | ) | ||||||||||
| Accumulated deficit | (194,134 | ) | (29,432 | ) | 102,015 | (d) | (121,551 | ) | ||||||||
| Total stockholders' equity | 223,100 | (35,495 | ) | 96,862 | 284,467 | |||||||||||
| Total liabilities and stockholders' equity | $ | 257,919 | $ | (54,907 | ) | $ | 120,996 | $ | 324,008 |
STRATA CRITICAL MEDICAL, INC.
Unaudited Pro Forma Condensed Consolidated
Statements of Operations
For the Six Months Ended June 30, 2025
| (in thousands, except share and per share data, unaudited) | As Reported | Passenger Business Sale (e)(f) | Transaction Accounting Adjustments | Pro Forma | ||||||||||||
| Revenue | $ | 125,107 | $ | (44,051 | ) | $ | - | $ | 81,056 | |||||||
| Operating expenses | ||||||||||||||||
| Cost of revenue | 95,392 | (32,178 | ) | - | 63,214 | |||||||||||
| Software development | 1,727 | (826 | ) | - | 901 | |||||||||||
| General and administrative | 37,456 | (14,184 | ) | - | 23,272 | |||||||||||
| Selling and marketing | 3,069 | (2,645 | ) | - | 424 | |||||||||||
| Total operating expenses | 137,644 | (49,833 | ) | - | 87,811 | |||||||||||
| Loss from operations | (12,537 | ) | 5,782 | - | (6,755 | ) | ||||||||||
| Other non-operating income | ||||||||||||||||
| Interest income | 2,476 | - | - | 2,476 | ||||||||||||
| Change in fair value of warrant liabilities | 2,829 | - | - | 2,829 | ||||||||||||
| Total other non-operating income | 5,305 | - | - | 5,305 | ||||||||||||
| Loss before income taxes | (7,232 | ) | 5,782 | - | (1,450 | ) | ||||||||||
| Income tax expense (benefit) | 4 | (4 | ) | - | - | |||||||||||
| Net loss | $ | (7,236 | ) | $ | 5,786 | $ | - | $ | (1,450 | ) | ||||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | (0.09 | ) | $ | (0.02 | ) | ||||||||||
| Diluted | $ | (0.09 | ) | $ | (0.02 | ) | ||||||||||
| Weighted-average number of shares outstanding: | ||||||||||||||||
| Basic | 80,598,483 | 80,598,483 | ||||||||||||||
| Diluted | 80,598,483 | 80,598,483 |
STRATA CRITICAL MEDICAL, INC.
Unaudited Pro Forma Condensed Consolidated
Statements of Operations
For the Year Ended December 31, 2024
| (in thousands, except share and per share data, unaudited) | As Reported | Passenger Business Sale (e)(f) | Transaction Accounting Adjustment | Pro Forma | ||||||||||||
| Revenue | $ | 248,693 | $ | (101,876 | ) | $ | - | $ | 146,817 | |||||||
| Operating expenses | ||||||||||||||||
| Cost of revenue | 189,774 | (75,998 | ) | - | 113,776 | |||||||||||
| Software development | 3,184 | (1,642 | ) | - | 1,542 | |||||||||||
| General and administrative | 81,711 | (37,131 | ) | - | 44,580 | |||||||||||
| Selling and marketing | 7,950 | (7,324 | ) | - | 626 | |||||||||||
| Total operating expenses | 282,619 | (122,095 | ) | - | 160,524 | |||||||||||
| Loss from operations | (33,926 | ) | 20,219 | - | (13,707 | ) | ||||||||||
| Other non-operating income | ||||||||||||||||
| Interest income | 7,214 | - | - | 7,214 | ||||||||||||
| Change in fair value of warrant liabilities | (850 | ) | - | - | (850 | ) | ||||||||||
| Total other non-operating income | 6,364 | - | - | 6,364 | ||||||||||||
| Loss before income taxes | (27,562 | ) | 20,219 | - | (7,343 | ) | ||||||||||
| Income tax expense (benefit) | (255 | ) | 255 | - | - | |||||||||||
| Net loss | $ | (27,307 | ) | $ | 19,964 | $ | - | $ | (7,343 | ) | ||||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | (0.35 | ) | $ | (0.09 | ) | ||||||||||
| Diluted | $ | (0.35 | ) | $ | (0.09 | ) | ||||||||||
| Weighted-average number of shares outstanding: | ||||||||||||||||
| Basic | 77,499,423 | 77,499,423 | ||||||||||||||
| Diluted | 77,499,423 | 77,499,423 |
STRATA CRITICAL MEDICAL, INC.
Unaudited Pro Forma Condensed Consolidated
Statements of Operations
For the Year Ended December 31, 2023
| (in thousands, except share and per share data, unaudited) | As Reported | Passenger Business Sale (e) | Transaction Accounting Adjustment | Pro Forma | ||||||||||||
| Revenue | $ | 225,180 | $ | (98,576 | ) | $ | - | $ | 126,604 | |||||||
| Operating expenses | ||||||||||||||||
| Cost of revenue | 183,058 | (79,132 | ) | - | 103,926 | |||||||||||
| Software development | 4,627 | (2,230 | ) | - | 2,397 | |||||||||||
| General and administrative | 95,174 | (53,714 | ) | - | 41,460 | |||||||||||
| Selling and marketing | 10,438 | (8,328 | ) | - | 2,110 | |||||||||||
| Total operating expenses | 293,297 | (143,404 | ) | - | 149,893 | |||||||||||
| Loss from operations | (68,117 | ) | 44,828 | - | (23,289 | ) | ||||||||||
| Other non-operating income | ||||||||||||||||
| Interest income | 8,442 | - | - | 8,442 | ||||||||||||
| Change in fair value of warrant liabilities | 2,125 | - | - | 2,125 | ||||||||||||
| Realized gain from sales of short-term investments | 8 | - | - | 8 | ||||||||||||
| Gain on disposal | - | - | 72,583 | (d) | 72,583 | |||||||||||
| Total other non-operating income | 10,575 | - | 72,583 | 83,158 | ||||||||||||
| Income (loss) before income taxes | (57,542 | ) | 44,828 | 72,583 | 59,869 | |||||||||||
| Income tax expense (benefit) | (1,466 | ) | 1,466 | 1,000 | (f) | 1,000 | ||||||||||
| Net income (loss) | $ | (56,076 | ) | $ | 43,362 | $ | 71,583 | $ | 58,869 | |||||||
| Net income (loss) per share: | ||||||||||||||||
| Basic | $ | (0.76 | ) | $ | 0.80 | |||||||||||
| Diluted | $ | (0.76 | ) | $ | 0.80 | |||||||||||
| Weighted-average number of shares outstanding: | ||||||||||||||||
| Basic | 73,524,476 | 73,524,476 | ||||||||||||||
| Diluted | 73,524,476 | 73,524,476 |
STRATA CRITICAL MEDICAL, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Pro forma Adjustments
The following items resulted in adjustments in
the unaudited pro forma condensed consolidated financial statements. Each adjustment is directly attributable to the Transaction, factually
supportable, and, for the statements of operations, expected to have a continuing impact unless otherwise noted.
(a) Passenger Business Sale
Elimination of the assets, liabilities, and equity
attributable to the Passenger Business. The amounts represent the Company's current best estimates prepared in accordance with discontinued
operations guidance under ASC 205, Presentation of Financial Statements, and are considered preliminary.
(b) Transaction Consideration
Adjustments to reflect the aggregate consideration
received in connection with the Passenger Business Sale, measured at fair value as of the assumed closing date and net of preliminary
closing adjustments (e.g., working capital and transaction costs incurred by the Company). Consideration consists of Joby Aviation common
stock with an estimated value of $76.0 million (assuming the closing price per share of
$14.27 of Joby Aviation's common stock as of August 28, 2025), net of preliminary closing adjustments. In addition, there is $10.0
million in indemnity holdbacks, which may be payable in Joby Aviation's common stock at Joby Buyer's election.
Contingent earnout consideration of up to $35.0
million is payable in Joby Aviation common stock or cash, at Joby Buyer's election, upon achievement of certain employee retention
and specified Adjusted EBITDA performance targets during the earnout measurement periods, as described in the Purchase Agreement. The
potential range of outcomes is zero to $35 million (undiscounted). For purposes of the pro forma financial information, the contingent
consideration has been presented at the full contractual amount. However, in accordance with ASC 805, Business Combinations, such
contingent consideration will be initially recognized at its estimated fair value at closing, which may be less than the contractual maximum.
The fair value measurement will be performed as of the closing date, and subsequent changes in fair value will be recognized in earnings
in periods after closing.
The final purchase price also remains subject
to customary post-closing adjustments under the Purchase Agreement, including final net working capital, which will be reflected as adjustments
to the recognized gain or loss on disposal when settled.
(c) Transaction-Related Costs and Compensation
Nonrecurring costs directly attributable to the
Transaction, including transition and transaction bonuses, the modification of the Chief Executive Officer's equity awards, forfeitures
of unvested restricted stock units by Passenger business employees, and related legal and advisory expenses.