VIA Transportation Inc.
11/14/2025 | Press release | Distributed by Public on 11/14/2025 06:02
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited annual financial statements and related notes for the year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on September 15, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Prospectus). Some of the information contained in this discussion and analysis, including information with respect to our planned investments in our research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled "Special Note Regarding Forward-Looking Statements" and "Risk Factors" for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Via transforms antiquated and siloed public transportation systems into smart, data-driven, and efficient digital networks.
We are addressing a striking gap in the $545 billion global public transportation market. While billions of people across the globe rely on public transportation, this critical form of mobility has yet to meaningfully benefit from recent advances in technology. The government agencies and private organizations responsible for providing public transportation operate in a complex and demanding environment. They must maintain reliable and affordable service in the face of continuously changing and difficult to predict traffic and ridership patterns. The industry has historically had no option but to rely on fragmented technology systems with limited functional flexibility, aging infrastructure, and poor end-user experience. Rising operating costs and labor shortages have placed a growing strain on budgets.
To address these challenges, we have developed a comprehensive technology platform, including software and technology-enabled services, and a sophisticated go-to-market strategy designed to accelerate the adoption of our software and drive the success of our customers.
Our platform consists of purpose-built vertical software coupled with cost-effective technology-enabled services. The use of machine learning and AI is intrinsic to our platform and underlies continuous improvement in the performance of our software. We offer our customers the end-to-end capabilities to manage their complex workflows, optimize the planning and operations of their transportation networks, and gain highly valuable data insights. To successfully compete and scale a marketplace in New York City, we had to build consumer-grade technology and products. We are now able to bring these products to our enterprise customers, meaningfully elevating the user experience of their staff and riders. When customers adopt our platform, they can gain significant efficiencies in their operations and dramatically improve the experience for their passengers.
Recent Developments
On September 15, 2025, we completed our initial public offering ("IPO") in which we issued and sold 7,142,857 shares of Class A common stock at $46.00 per share ("IPO Price"). We received net cash proceeds of $306.8 million after deducting underwriting discounts and commissions of $20.7 million and offering costs paid of approximately $1.1 million. Additionally, we have accrued offering costs of approximately $3.3 million as of September 30, 2025.
Certain selling stockholders offered an additional 3,571,428 shares of the Company's Class A common stock at the IPO price in a secondary offering.
In connection with the IPO, we amended and restated our certificate of incorporation (the "Charter") and entered into an exchange agreement with our CEO and certain of his affiliates, resulting in the reclassification of all shares of our common stock outstanding prior to completion of the IPO into an equivalent number of shares of Class A common stock and the exchange of all shares of Class A common stock held by the CEO and his affiliates for an equivalent number of shares of Class B common stock.
In connection with the IPO, all outstanding shares of our convertible preferred stock automatically converted into an equal number of shares of Class A common stock and $53.3 million in principal and accrued contractual interest on our convertible notes automatically converted into 1,655,908 shares of Class A common stock.
On October 14, 2025, the underwriters of the IPO elected to exercise their over-allotment option to purchase an additional 1,358,236 shares of Class A common stock at the IPO Price of $43.102 per share. The shares were issued and sold on this date, and the Company received net cash proceeds of $58.5 million after deducting underwriting discounts and commissions of $3.9 million.
Key Business Metrics
We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions:
| ($ in millions) |
September 30, 2025 |
December 31, 2024 |
September 30, 2024 |
||||||||||||||
| Customer Count | 713 | 665 | 643 | ||||||||||||||
| Platform Annual Run-Rate Revenue | $ | 439 | $ | 367 | $ | 333 | |||||||||||
Customers
Customer count as of the last date in any quarter represents the number of distinct legal entities which generated Platform revenue in that quarter. Each customer may have one or more contracts active at the same time. We closed the quarter ending September 30, 2025 with 713 customers, up 11% compared to our 643 customers as of September 30, 2024.
Platform Annual Run-Rate Revenue
Platform Annual Run-Rate Revenue as of the last date in any quarter represents our Platform revenue for that quarter multiplied by four. We believe that Platform Annual Run-Rate Revenue is a key metric to our business, reflecting our ability to acquire new customers and to grow our relationships with existing customers. Platform Annual Run-Rate Revenue has demonstrated rapid growth, and was up 32% as of September 30, 2025, at $439 million, compared to $333 million as of September 30, 2024.
Components of Results of Operations
Revenue
Our customers pay a recurring subscription fee to access our platform. Contracts are typically multi-year and generally include a volume component. The unit of volume is either fleet size, minimum number of vehicles, or total number of vehicle-hours. Our customers may contract for a wide range of solutions, and each solution may comprise a diverse mix of modules, custom tailored to suit their unique needs, and priced accordingly. The substantial majority of our revenue is derived from recurring, volume-based subscription fees. Revenue is recognized in the period in which the performance occurs. Some of our solutions include one-time services such as implementation or consulting services. These one-time services are helpful in allowing our customers to adopt the platform. They are provided on either a time and materials or fixed fee basis and revenue related to these services is recognized on a proportional performance basis as the implementation is performed.
Cost of Revenue
Cost of revenue includes the cost of providing certain tech-enabled services to our customers such as driver management, fleet management services, and customer support related costs. Cost of revenue also includes salaries, stock-based compensation expense, and benefits for our local operational teams (including local operational staff and field managers involved in performing implementation and ongoing operations support services), as well as third-party cloud hosting services, allocated overhead, amortization of capitalized internal-use software, amortization of acquired intangibles and other direct costs.
We expect our cost of revenue will continue to increase on an absolute dollar basis for the foreseeable future as we continue to grow revenue from our platform and therefore increase costs to support our revenue, hire personnel, and incur hosting and other costs to support a growing customer base for our platform.
Operating Expenses
Research and Development
Research and development expenses primarily include salaries, stock-based compensation expenses, and benefits for employees in engineering, product development and design, and data science. Research and development costs are expensed as incurred, unless they qualify as capitalized internal-use software development costs.
We expect our research and development costs will increase on an absolute dollar basis for the foreseeable future as we continue to invest in development efforts to add new applications, increase functionality, and enhance the ease of use of our cloud-based platform. Additionally, we believe that our research and development costs may benefit from advances in
general technology tools such as AI allowing us to become more efficient. Overall, while they may fluctuate in the near term, we expect that our research and development expenses will gradually decrease as a percentage of our revenue over time.
Sales and Marketing
Sales and marketing expenses primarily include salaries, stock-based compensation expenses and benefits, commissions, and amortization of deferred commissions for employees in our sales, partner success, and marketing functions, advertising and branding expenses, and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred, unless they qualify as capitalized costs to obtain contracts.
We expect that sales and marketing expenses will increase in absolute dollars for the foreseeable future as we continue to invest in growing our customer base and enhancing our brand awareness. However, while they may fluctuate in the near term, we expect that our sales and marketing expenses will gradually decrease as a percentage of our revenue over time.
General and Administrative
General and administrative expenses include salaries, stock-based compensation expenses, and benefits for employees in our finance and accounting, legal, human resources, information systems, operations management and other administrative functions, as well as professional fees, insurance expenses, and other corporate costs.
We expect that general and administrative expenses will increase in absolute dollars for the foreseeable future as we hire additional personnel and enhance our systems, processes, operations, and controls to support the growth in our business as well as our increased compliance and reporting requirements as a public company. However, while they may fluctuate in the near term, we expect that our general and administrative expenses will gradually decrease as a percentage of our revenue over time.
Interest Income
Interest income is comprised of interest earned on our cash and short-term investment balances.
We expect interest income will vary each reporting period depending on changes in our average cash and short-term investment balances, and applicable interest rates.
Interest Expense
Interest expense is comprised of interest accrued on our line of credit and Convertible Notes.
We expect interest expense will vary each reporting period depending on changes in our outstanding indebtedness and applicable interest rates. Immediately prior to the completion of our IPO, the Convertible Notes converted into shares of our Class A common stock and no longer accrue interest.
Loss on Extinguishment of Convertible Notes
On September 15, 2025, upon the closing of our IPO, $53.3 million in principal and accrued contractual interest on the convertible notes automatically converted into 1,655,908 shares of the Company's Class A common stock based on a 30% discount to the IPO price. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $10.9 million loss on extinguishment, calculated as the difference between the fair value of the shares issued and the carrying value of the notes and the embedded derivative feature liability at conversion. There are no further obligations related to these notes.
Other Income (Expense), Net
Other income (expense), net consists primarily of the non-cash gain or loss relating to the change in the fair value of warrants to purchase convertible preferred stock and the convertible notes embedded derivative feature. Other income (expense), net also includes the impact of the gain or loss on transactions denominated in foreign currencies and income related to employee retention credits under the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act").
We expect the absolute dollar value of other income (expense), net to decrease in future reporting periods following the extinguishment of our warrants and convertible notes during 2025, which were one-time events, and a resulting decrease in the expected amount of non-cash fair value gains or losses.
Provision for Income Taxes
We are subject to taxes in the United States as well as other tax jurisdictions or countries in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to current U.S. income tax. Due to cumulative losses, we maintain a valuation allowance against our deferred tax assets, except in certain foreign subsidiaries that generate income. We consider all available evidence, both positive and negative, in assessing the extent to
which a valuation allowance should be applied against our deferred tax assets. Realization of our deferred tax assets depends upon future earnings, the timing and amount of which are uncertain.
Results of Operations
The following table summarizes our consolidated statements of operations data for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | $ | 109,653 | $ | 83,314 | $ | 315,428 | $ | 245,946 | |||||||||||||||
|
Cost of revenue (1)(2)
|
66,567 | 51,280 | 190,581 | 152,085 | |||||||||||||||||||
| Gross profit | 43,086 | 32,034 | 124,847 | 93,861 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
|
Research and development (1)
|
23,131 | 22,166 | 67,214 | 67,624 | |||||||||||||||||||
|
Sales and marketing (1)
|
17,657 | 13,434 | 48,832 | 40,717 | |||||||||||||||||||
|
General and administrative(1)(2)
|
21,189 | 17,127 | 61,026 | 52,561 | |||||||||||||||||||
| Total operating expenses | 61,977 | 52,727 | 177,072 | 160,902 | |||||||||||||||||||
| Operating loss | (18,891) | (20,693) | (52,225) | (67,041) | |||||||||||||||||||
| Interest income | 883 | 438 | 1,937 | 1,760 | |||||||||||||||||||
| Interest expense | (2,147) | (945) | (6,972) | (2,420) | |||||||||||||||||||
| Loss on extinguishment of convertible notes | (10,949) | - | (10,949) | - | |||||||||||||||||||
| Other income (expense), net | (5,293) | 323 | (4,082) | (2,372) | |||||||||||||||||||
| Loss before provision for income taxes | (36,397) | (20,877) | (72,291) | (70,073) | |||||||||||||||||||
| Provision for income taxes | (490) | (399) | (2,134) | (1,581) | |||||||||||||||||||
| Net loss | (36,887) | (21,276) | (74,425) | (71,654) | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | - | 49 | - | (159) | |||||||||||||||||||
| Net loss attributable to Via Transportation, Inc. | $ | (36,887) | $ | (21,325) | $ | (74,425) | $ | (71,495) | |||||||||||||||
______________
(1)Includes stock-based compensation and related employer payroll taxes as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of revenue | $ | 41 | $ | 38 | $ | 147 | $ | 169 | |||||||||||||||
| Research and development | 1,923 | 1,426 | 5,086 | 4,862 | |||||||||||||||||||
| Sales and marketing | 1,906 | 957 | 4,445 | 2,737 | |||||||||||||||||||
| General and administrative | 3,633 | 2,083 | 7,178 | 8,079 | |||||||||||||||||||
| Total | $ | 7,503 | $ | 4,504 | $ | 16,856 | $ | 15,847 | |||||||||||||||
(2)Includes amortization of acquired intangible assets as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of revenue | $ | 344 | $ | 616 | $ | 1,198 | $ | 1,829 | |||||||||||||||
| General and administrative | 775 | 800 | 2,375 | 2,379 | |||||||||||||||||||
| Total | $ | 1,119 | $ | 1,416 | $ | 3,573 | $ | 4,208 | |||||||||||||||
The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue for the periods indicated(1):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||
| Cost of revenue | 61 | 62 | 60 | 62 | |||||||||||||||||||
| Gross profit | 39 | 38 | 40 | 38 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 21 | 27 | 21 | 27 | |||||||||||||||||||
| Sales and marketing | 16 | 16 | 15 | 17 | |||||||||||||||||||
| General and administrative | 19 | 21 | 19 | 21 | |||||||||||||||||||
| Total operating expenses | 57 | 64 | 56 | 65 | |||||||||||||||||||
| Operating loss | (17) | (26) | (17) | (27) | |||||||||||||||||||
| Interest income | 1 | 1 | 1 | 1 | |||||||||||||||||||
| Interest expense | (2) | (1) | (2) | (1) | |||||||||||||||||||
| Loss on extinguishment of convertible notes | (10) | - | (3) | - | |||||||||||||||||||
| Other income (expense), net | (5) | - | (1) | (1) | |||||||||||||||||||
| Loss before provision for income taxes | (33) | (26) | (23) | (28) | |||||||||||||||||||
| Provision for income taxes | - | - | (1) | (1) | |||||||||||||||||||
| Net loss from continuing operations | (34) | (26) | (24) | (29) | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | - | - | - | - | |||||||||||||||||||
| Net loss attributable to Via Transportation, Inc. | (34) | (26) | (24) | (29) | |||||||||||||||||||
(1)Percentage may not foot due to rounding
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenue
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Revenue | $ | 109,653 | $ | 83,314 | $ | 26,339 | 32 | % | |||||||||||||||
The increase in revenue was driven by growth in both new and existing customers. Our total customer count increased by 11%, from 643 as of September 30, 2024 to 713 as of September 30, 2025, and the majority of our revenue growth was derived from existing customers, consistent with prior quarters.
The increase in revenue was driven by strong growth from our government customers, which increased by $26.5 million, or approximately 34% year-over-year. We also experienced strong growth from our customers located in the United States. Our United States revenue increased by $23.1 million or approximately 42% year-over-year.
Cost of Revenue, Gross Profit, and Gross Margin
The following table summarizes our cost of revenue, gross profit, and gross margin for the periods indicated:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Cost of revenue | $ | 66,567 | $ | 51,280 | $ | 15,287 | 30 | % | |||||||||||||||
| Gross profit | 43,086 | 32,034 | 11,052 | 35 | % | ||||||||||||||||||
| Gross margin | 39 | % | 38 | % | |||||||||||||||||||
Cost of revenue includes $57.1 million in technology-enabled services, $6.3 million in launch and support personnel and $3.2 million in IT and other costs for three months ended September 30, 2025. Cost of revenue increased primarily due to an increase of $15.4 million in tech-enabled services costs required to support new customers and our growth with existing customers.
Gross margin increased from 38% in the three months ended September 30, 2024 to 39% in the three months ended September 30, 2025. The increase was primarily attributable to general scale efficiencies, including operating efficiencies in managing our launch and support personnel and IT and other costs.
Operating Expenses
The following table summarizes our operating expenses for the periods indicated:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | $ | 23,131 | $ | 22,166 | $ | 965 | 4 | % | |||||||||||||||
| Sales and marketing | 17,657 | 13,434 | 4,223 | 31 | |||||||||||||||||||
| General and administrative | 21,189 | 17,127 | 4,062 | 24 | |||||||||||||||||||
| Total | $ | 61,977 | $ | 52,727 | $ | 9,250 | 18 | % | |||||||||||||||
Research and Development
Research and development expenses increased primarily due to a $0.6 million increase in personnel costs corresponding to an increase in stock-based compensation costs associated with new equity awards issued as part of the IPO for our engineering, design, product development, and data science teams.
Sales and Marketing
Sales and marketing expenses increased primarily due to a $2.7 million increase in personnel costs, driven by increased headcount for our North America sales & marketing team. The remaining variance is largely attributable to a $1.1 million increase in general marketing and advertising spend.
General and Administrative
General and administrative expenses increased primarily due to a $1.4 million increase in personnel costs and a $2.7 million increase in non-personnel costs. Personnel costs increased primarily as a result of an increase in stock-based compensation costs associated with new equity awards issued part of the IPO. The increase in non-personnel costs is attributable to higher external service provider costs, including costs associated with the RideCo patent litigation and our IPO, along with higher insurance expenses and other corporate costs.
Interest Income
The following table summarizes our interest income for the periods indicated:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Interest income | $ | 883 | $ | 438 | $ | 445 | 102 | % | |||||||||||||||
We recorded interest income of $0.9 million in the three months ended September 30, 2025 as compared to $0.4 million in the three months ended September 30, 2024. The increase is driven by a higher surplus investable cash balance in 2025 as compared to 2024 resulting from net proceeds received from the IPO.
Interest Expense
The following table summarizes our interest expense for the periods indicated:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Interest expense | $ | (2,147) | $ | (945) | $ | (1,202) | 127 | % | |||||||||||||||
We recorded interest expense of $2.1 million in the three months ended September 30, 2025 as compared to $0.9 million in the three months ended September 30, 2024. The increase was attributable to $1.5 million of interest expense related to interest expense on our convertible notes, partially offset by a decrease of $0.3 million in interest expense on our
line of credit. Immediately prior to the closing of our IPO, the convertible notes converted into shares of our Class A common stock and no longer accrue interest.
Loss on Extinguishment of Convertible Notes
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Loss on extinguishment of convertible notes | $ | (10,949) | $ | - | $ | (10,949) | N/M | ||||||||||||||||
On September 15, 2025, upon the closing of our IPO, $53.3 million in principal and accrued contractual interest on the convertible notes automatically converted into 1,655,908 shares of the Company's Class A common stock based on a 30% discount to the IPO price. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $10.9 million loss on extinguishment.
Other Income (Expense), Net
The following table summarizes the components of other income (expense), net for the periods indicated:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Revaluation of warrants liability | $ | - | $ | (478) | $ | 478 | (100) | % | |||||||||||||||
| Revaluation of convertible notes embedded derivative feature | (5,217) | - | (5,217) | N/M | |||||||||||||||||||
| Employee retention credit | 441 | - | 441 | N/M | |||||||||||||||||||
| Foreign currency transaction gain (loss) | (344) | 801 | (1,145) | (143) | % | ||||||||||||||||||
| Other | (173) | - | (173) | N/M | |||||||||||||||||||
| Total | $ | (5,293) | $ | 323 | $ | (5,616) | (1739) | % | |||||||||||||||
The increase in other expense is primarily due to the recognition of a non-cash loss of $5.2 million for the change in fair value of the convertible notes' embedded derivative feature. This loss reflects the increase in the fair value of the conversion feature through the conversion date, which occurred immediately prior to the closing of our IPO. The fair value of the embedded derivative feature at the conversion date was determined based on the intrinsic value associated with a 30% discount to the IPO price.
Provision for Income Taxes
The following table summarizes the provision for income taxes for the periods indicated:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Provision for income taxes | $ | (490) | $ | (399) | $ | (91) | 23 | % | |||||||||||||||
| Effective tax rate | (1.3) | % | (1.9) | % | |||||||||||||||||||
The increase in provision for income taxes was due primarily to the increase in profits from our international subsidiaries that generate taxable income. Our low effective tax rate reflects the fact that we maintain a full valuation allowance against deferred taxes in most of the jurisdictions in which we generate net operating losses, including the United States.
Comparison of the Nine Months Ended September 30, 2025 and 2024
Revenue
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Platform | $ | 315,428 | $ | 239,157 | $ | 76,271 | 32 | % | |||||||||||||||
| Legacy | - | 6,789 | (6,789) | N/M | |||||||||||||||||||
| Total | $ | 315,428 | $ | 245,946 | $ | 69,482 | 28 | % | |||||||||||||||
The increase in revenue was driven by growth in both new and existing customers. Our total customer count increased by 11%, from 643 as of September 30, 2024 to 713 as of September 30, 2025, and the majority of our revenue growth was derived from existing customers, consistent with prior quarters.
The increase in revenue was driven by strong growth from our government customers, which increased by $69.8 million, or approximately 31% year-over-year. We also experienced strong growth from our customers located in the United States. Our United States revenue increased by $64.6 million or approximately 41% year-over-year.
The decrease in Legacy revenue is attributable to the expiration of our one remaining contract in this operating segment in the second quarter of 2024. We did not pursue a renewal for this contract, in line with our strategy to focus on our Platform segment.
Cost of Revenue, Gross Profit, and Gross Margin
The following table summarizes our cost of revenue, gross profit, and gross margin for the periods indicated:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Cost of revenue | $ | 190,581 | $ | 152,085 | $ | 38,496 | 25 | % | |||||||||||||||
| Gross profit | 124,847 | 93,861 | 30,986 | 33 | % | ||||||||||||||||||
| Gross margin | 40% | 38% | |||||||||||||||||||||
Cost of revenue includes $162.1 million in technology-enabled services, $18.6 million in launch and support personnel and $9.9 million in IT and other costs for the nine months ended September 30, 2025. Cost of revenue increased primarily due to an increase of $39.1 million in tech-enabled services costs required to support new customers and our growth with existing customers.
Gross margin increased from 38% in the nine months ended September 30, 2024 to 40% in the nine months ended September 30, 2025. The increase was primarily due to the revenue mix shift towards certain higher gross margin contracts in the nine months ended September 30, 2025.
Operating Expenses
The following table summarizes our operating expenses for the periods indicated:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | $ | 67,214 | $ | 67,624 | $ | (410) | -1 | % | |||||||||||||||
| Sales and marketing | 48,832 | 40,717 | 8,115 | 20 | % | ||||||||||||||||||
| General and administrative | 61,026 | 52,561 | 8,465 | 16 | % | ||||||||||||||||||
| Total | $ | 177,072 | $ | 160,902 | $ | 16,170 | 10 | % | |||||||||||||||
Research and Development
Research and development expenses decreased due to a $0.9 million reduction in outsourced developer costs and a $0.3 million decrease in depreciation expense, partially offset by a $0.9 million increase in information technology costs. The increase in information technology costs reflects higher utilization of third-party applications and services to support the continued growth and development of our platform.
Sales and Marketing
Sales and marketing expenses increased primarily due to a $4.8 million increase in personnel costs, driven by increased headcount for our North America sales & marketing team and issuances of new equity awards. The remaining variance is largely attributable to a $2.9 million increase in general marketing and advertising spend.
General and Administrative
General and administrative expenses increased primarily due to a $10.8 million increase in non-personnel costs, which is largely driven by a $6.0 million increase in fees from professional and outsourced service providers, including costs associated with the RideCo patent litigation and our IPO. Increases in insurance expenses and other corporate costs resulting from growth in operations contributed to the remaining increase in non-personnel costs. These increases were partially offset by a decrease in personnel costs as a result of operational efficiencies.
Interest Income
The following table summarizes our interest income for the periods indicated:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Interest income | $ | 1,937 | $ | 1,760 | $ | 177 | 10 | % | |||||||||||||||
We recorded interest income of $1.9 million in the nine months ended September 30, 2025 as compared to $1.8 million in the nine months ended September 30, 2024. The increase resulted from a higher surplus investable cash balance in 2025 as compared to 2024.
Interest Expense
The following table summarizes our interest expense for the periods indicated:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Interest expense | $(6,972) | $(2,420) | $ | (4,552) | 188 | % | |||||||||||||||||
We recorded interest expense of $7.0 million in the nine months ended September 30, 2025 as compared to $2.4 million in the nine months ended September 30, 2024. The increase was attributable to $4.8 million of interest expense related to our convertible notes, partially offset by a decrease of $0.3 million in interest expense on our line of credit. On September 15, 2025, upon the closing of our IPO, the convertible notes converted into shares of our Class A common stock and no longer accrue interest.
Loss on Extinguishment of Convertible Notes
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Loss on extinguishment of convertible notes | $ | (10,949) | $ | - | $ | (10,949) | N/M | ||||||||||||||||
Concurrently with the closing of our IPO, $53.3 million in principal and accrued contractual interest on the convertible notes automatically converted into 1,655,908 shares of the Company's Class A common stock based on a 30% discount to the IPO price. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $10.9 million loss on extinguishment.
Other Income (Expense), Net
The following table summarizes the components of other income (expense), net for the periods indicated:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Revaluation of warrants liability | $ | 2,273 | $ | (3,326) | $ | 5,599 | -168 | % | |||||||||||||||
| Revaluation of convertible notes embedded derivative feature | (9,312) | - | (9,312) | N/M | |||||||||||||||||||
| Employee retention credit | 2,252 | - | 2,252 | N/M | |||||||||||||||||||
| Foreign currency transaction gain (loss) | 725 | 933 | (208) | -22 | % | ||||||||||||||||||
| Other | (20) | 21 | (41) | -195 | % | ||||||||||||||||||
| Total | $ | (4,082) | $ | (2,372) | $ | (1,710) | 72 | % | |||||||||||||||
The increase in other expense is primarily due to the recognition of a non-cash loss of $9.3 million for the change in fair value of the convertible notes' embedded derivative feature. This loss reflects the increase in the fair value of the conversion feature through the conversion date, which occurred immediately prior to the closing of our IPO. The fair value of the embedded derivative feature at the conversion date was determined based on the intrinsic value associated with a 30% discount to the IPO price.
Partially offsetting this loss was the impact of (i) the recording of non-cash revaluation adjustments relating to an outstanding warrant to purchase shares of Series E preferred stock, which was exercised in February 2025, and (ii) a $2.3 million benefit related to an employee retention credit under the CARES Act.
Provision for Income Taxes
The following table summarizes the provision for income taxes for the periods indicated:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Amount | % | |||||||||||||||||||
| Provision for income taxes | $ | (2,134) | $ | (1,581) | $ | (553) | 35 | % | |||||||||||||||
| Effective tax rate | (3.0)% | (2.3)% | |||||||||||||||||||||
The increase in provision for income taxes was due primarily to the increase in profits from our international subsidiaries that generate taxable income. Our low effective tax rate reflects the fact that we maintain a full valuation allowance against deferred taxes in most of the jurisdictions in which we generate net operating losses, including the United States.
Non-GAAP Financial Metrics
We use certain non-GAAP financial metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions. These non-GAAP financial measures include Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA Margin. We believe that by excluding certain items that are non-recurring in nature or non-cash expenses provides meaningful supplemental information regarding our operational performance and provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our definitions of non-GAAP financial metrics may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar financial metrics. Further, these financial metrics have certain limitations, as they do not include the impact of certain expenses that are reflected in our condensed consolidated statement of operations. Thus, our non-GAAP financial metrics are presented for supplemental informational purposes only and should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with U.S. GAAP.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Adjusted Gross Profit | $ | 43,471 | $ | 32,688 | $ | 126,192 | $ | 95,859 | |||||||||||||||
| Adjusted Gross Margin | 40% | 39% | 40% | 39% | |||||||||||||||||||
| Adjusted EBITDA | $ | (8,692) | $ | (14,265) | $ | (26,010) | $ | (45,486) | |||||||||||||||
| Adjusted EBITDA Margin | (8)% | (17)% | (8)% | (18)% | |||||||||||||||||||
Adjusted Gross Profit and Adjusted Gross Margin
Adjusted Gross Profit represents gross profit excluding stock-based compensation and related employer payroll taxes and amortization of acquired intangibles. Adjusted Gross Margin represents Adjusted Gross Profit as a percentage of revenue.
Gross margin increased from 38% in the three months ended September 30, 2024 to 39% in the three months ended September 30, 2025. Adjusted Gross Margin increased from 39%in the three months ended September 30, 2024to 40%in the three months ended September 30, 2025.
Gross margin increased from 38% in the nine months ended September 30, 2024 to 40% in the nine months ended September 30, 2025. Adjusted Gross Margin increased from 39%in the nine months ended September 30, 2024to 40%in the three months ended September 30, 2025.
The increase in gross margin and Adjusted Gross Margin in each of the periods was primarily attributable to general scale efficiencies, including operating efficiencies in managing our launch and support personnel, IT and other costs.
The following table provides a reconciliation of Adjusted Gross Profit and Adjusted Gross Margin to gross profit and gross margin, the most directly comparable GAAP financial metrics, for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Gross profit | $ | 43,086 | $ | 32,034 | $ | 124,847 | $ | 93,861 | |||||||||||||||
| Gross profit margin | 39% | 38% | 40% | 38% | |||||||||||||||||||
| Stock-based compensation and related employer payroll taxes | 41 | 38 | 147 | 169 | |||||||||||||||||||
| Amortization of acquired intangibles (1) | 344 | 616 | 1,198 | 1,829 | |||||||||||||||||||
| Adjusted Gross Profit | $ | 43,471 | $ | 32,688 | $ | 126,192 | $ | 95,859 | |||||||||||||||
| Adjusted Gross Margin | 40% | 39% | 40% | 39% | |||||||||||||||||||
(1)Amortization of acquired intangibles includes developed technology resulting from our acquisitions of Remix and Citymapper.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents net loss excluding certain items that we do not consider indicative of our ongoing business performance: interest income, interest expense, loss on extinguishment of convertible notes, provision for income taxes, depreciation and amortization, stock-based compensation and related employer payroll taxes, other (income) expense, net, which consists primarily of changes in the fair value of derivatives and foreign currency transaction gains and losses, and other non-recurring or non-cash items impacting net loss such as patent litigation costs related to the RideCo litigation (a patent litigation in which Via won a trial in January 2025), and transaction costs related to our IPO and historical M&A activity. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
Adjusted EBITDA Margin improved by 9 percentage points and 10 percentage points, respectively in the three and nine month periods ending September 30, 2025 as compared to the equivalent periods in 2024, mostly driven by significant operating leverage in our operating expenses which allowed for substantial revenue growth with limited increase in operating expenses.
The following table provides a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net loss and net loss margin, the most directly comparable GAAP financial metrics, for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net loss | $ | (36,887) | $ | (21,276) | $ | (74,425) | $ | (71,654) | |||||||||||||||
| Interest Income | (883) | (438) | (1,937) | (1,760) | |||||||||||||||||||
| Interest expense | 2,147 | 945 | 6,972 | 2,420 | |||||||||||||||||||
| Loss on extinguishment of convertible notes | 10,949 | - | 10,949 | - | |||||||||||||||||||
| Provision for income taxes | 490 | 399 | 2,134 | 1,581 | |||||||||||||||||||
|
Other (income) expense, net (1)
|
5,293 | (323) | 4,082 | 2,372 | |||||||||||||||||||
|
Depreciation and amortization (2)
|
1,542 | 1,836 | 4,804 | 5,711 | |||||||||||||||||||
| Stock-based compensation and related employer payroll taxes | 7,503 | 4,504 | 16,856 | 15,847 | |||||||||||||||||||
|
Patent litigation costs(3)
|
(95) | 69 | 2,598 | (88) | |||||||||||||||||||
|
Transaction costs (4)
|
1,249 | 19 | 1,957 | 85 | |||||||||||||||||||
| Adjusted EBITDA | $ | (8,692) | $ | (14,265) | $ | (26,010) | $ | (45,486) | |||||||||||||||
| Net loss margin | (34)% | (26)% | (24)% | (29)% | |||||||||||||||||||
| Adjusted EBITDA Margin | (8)% | (17)% | (8)% | (18)% | |||||||||||||||||||
__________
(1)Other income (expense) consists primarily of non-cash losses relating to the change in the fair value of warrants to purchase convertible preferred stock, which were exercised in February 2025 and the convertible notes embedded derivative feature.
(2)Excludes amortization of internal-use software.
(3)Patent Litigation costs relate to the RideCo litigation in which Via won a trial in January 2025 and defending the verdict on appeals.
(4)Transaction costs include nonrecurring costs incurred in relation to our IPO and business combinations.
Liquidity and Capital Resources
Since our inception, we have generated negative cash flows from operations, and we have financed our operations primarily through customer payments and net proceeds from sales of equity securities, a line of credit, and convertible notes. On September 15, 2025, we completed our IPO and received net cash proceeds of $306.8 million after deducting underwriting discounts and commissions of $20.7 million and offering costs paid of approximately $1.1 million.
We currently anticipate that our existing cash and cash equivalents, together with our cash flow from operations and amounts available under our $100 million Credit Agreement, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.
Our future capital requirements may depend on many factors including, but not limited to, our growth rate, headcount, sales and marketing activities, research and development activities, general and administrative spend, the introduction of new solutions and verticals, and acquisitions. As such, we may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If additional funds are not available to us on acceptable terms or at all, our business, financial condition, and results of operations could be adversely affected.
The following table summarizes our principal sources of liquidity:
| ($ in thousands) |
September 30, 2025 |
December 31, 2024 |
|||||||||
| Cash and cash equivalents | $ | 378,158 | $ | 77,905 | |||||||
|
Credit agreement (1)
|
62,566 | 52,867 | |||||||||
| Total | $ | 440,724 | $ | 130,772 | |||||||
________________
(1)Represents the total committed amount under our Credit Agreement of $100 million less amounts drawn as revolving loans or utilized under the letter of credit subfacility.
Credit Agreement
In April 2023, we entered into our Credit Agreement, which provides a revolving line of credit of up to $100 million, including a letter of credit subfacility in the aggregate amount of $30 million, and a swingline subfacility in the aggregate amount of $5 million. We also have the option to request an incremental facility of up to an additional $25 million from one or more of the lenders under our Credit Agreement. Our Credit Agreement has a maturity date of April 26, 2028.
Under the terms of our Credit Agreement, we can elect for revolving loans to be either Base Rate Loans or SOFR Loans. Base Rate Loans incur interest at the highest of (a) the Prime Rate plus 1.75%, (b) the Federal Funds rate plus 2.25%, and (c) the secured overnight financing rate ("SOFR") for a tenor of one month plus 2.85%. SOFR Loans incur interest at SOFR for a tenor comparable to the applicable interest period plus 2.85%. We are charged a commitment fee of 0.325% for committed but unused amounts.
On February 20, 2024, we drew down $40.0 million on the revolving line of credit as a SOFR loan. As of September 30, 2025 borrowings of $25.0 million remained outstanding. For the three months ended September 30, 2025 and 2024, we recognized interest expense of $0.5 million and $0.8 million, respectively, in relation to the revolving line of credit. For the nine months ended September 30, 2025 and 2024, we recognized interest expense of $1.7 million and $2.0 million, respectively, in relation to the revolving line of credit. In November 2025, we repaid the SOFR Loans balance outstanding of $25.0 million.
We had letters of credit outstanding under the letter of credit subfacility of $12.4 million as of September 30, 2025.
As of September 30, 2025, we had $62.6 million in available borrowings under the Credit Agreement.
Our Credit Agreement contains customary representations and warranties, certain financial and nonfinancial covenants, including certain limitations on liens and indebtedness. The financial covenants include a requirement to maintain minimum liquidity of $50.0 million plus 50% of any principal amounts funded under the incremental facility. Additionally, we are required to meet certain revenue targets, which we have continued to meet. As of September 30, 2025, we were in compliance with all covenants.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| ($ in thousands) | 2025 | 2024 | |||||||||
| Net cash (used in) provided by | |||||||||||
| Operating activities | $ | (30,414) | $ | (52,308) | |||||||
| Investing activities | (4,559) | (3,358) | |||||||||
| Financing activities | 333,950 | 41,252 | |||||||||
| Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents | 1,326 | 181 | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents | $ | 300,303 | $ | (14,233) | |||||||
Operating Activities
Net cash used in operating activities was $30.4 million in the nine months ended September 30, 2025. The factors affecting our operating cash flows during this period were our net loss of $74.4 million and $6.9 million of cash outflows from changes in our operating assets and liabilities, offset by non-cash charges of $39.9 million. The cash outflow from changes in our operating assets and liabilities was primarily due to increases of $8.3 million in accounts receivable, offset by the net impact of smaller fluctuations in other operating assets and liabilities. The increase in accounts receivable is primarily attributable to the growth experienced in the business. The non-cash charges consisted primarily of $15.9 million in stock-based compensation expense, a $10.9 million loss on extinguishment of our convertible notes, and a $9.3 million loss from the revaluation of the convertible notes' embedded derivative feature prior to conversion.
Net cash used in operating activities was $52.3 million in the nine months ended September 30, 2024. The factors affecting our operating cash flows during this period were our net loss of $71.7 million and $11.2 million of cash outflows from changes in our operating assets and liabilities, offset by non-cash charges of $30.6 million. The cash outflow from changes in our operating assets and liabilities was primarily due to increases in accounts receivable of $10.1 million. These increases are attributable to the revenue growth experienced in our business. The non-cash charges primarily consisted of $15.8 million in stock-based compensation expense, $6.9 million in depreciation and amortization, $4.3 million in noncash operating lease expenses, and $3.3 million revaluation of warrants liability.
Investing Activities
Net cash used in investing activities was $4.6 million in the nine months ended September 30, 2025, including net cash utilized for internally capitalized software of $3.2 million and $1.3 million in purchases of other property and equipment.
Net cash used in investing activities was $3.4 million in the nine months ended September 30, 2024, which consisted of net cash utilized for internally capitalized software of $2.5 million and $0.9 million in purchases of other property and equipment.
Financing Activities
Net cash provided by financing activities was $334.0 million in the nine months ended September 30, 2025, which primarily consisted of net cash proceeds from our IPO of $306.8 million. Also contributing to the increase were proceeds from the exercise of warrants of $20.0 million, proceeds from the exercise of stock options of $10.0 million (inclusive of proceeds from options exercises in relation to the IPO secondary offering), and the issuance of convertible notes of $7.5 million. These increases were partially offset by repayments on our Credit Agreement of $10.0 million.
Net cash provided by financing activities was $41.3 million in the nine months ended September 30, 2024, which primarily consisted of net cash proceeds from borrowings under our Credit Agreement of $40.0 million and proceeds from the exercise of stock options of $1.3 million.
Contractual Obligations and Commitments
Our principal commitments consist of our obligations under operating leases for our offices. See Note 11 of our condensed consolidated financial statements for additional details of our operating lease commitments.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Critical Accounting Estimates
Our condensed consolidated financial statements and the accompanying notes are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.
There have been no material changes to our critical accounting estimates from those disclosed in our IPO Prospectus.
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements for a description of recently issued accounting pronouncements.
Implications of Being an Emerging Growth Company
We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. For example, we are only required to provide reduced disclosure in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
We may take advantage of these provisions until the last day of the fiscal year following the fifth anniversary of the completion of our IPO or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest of (a) the last day of the first fiscal year in which our annual gross revenue is
$1.235 billion or more, (b) the date on which we have, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities, and (c) the last day of the fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year.
Under the JOBS Act, emerging growth companies also can delay adopting new or revised accounting standards until such time as those standards would otherwise apply to private companies. We currently intend to take advantage of this exemption.
For risks related to our status as an emerging growth company, see "Risk Factors-Risks Relating to Ownership of our Class A Common Stock -We qualify as an emerging growth company within the meaning of the Securities Act, and we utilize certain exemptions available to emerging growth companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies."
VIA Transportation Inc. published this content on November 14, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 14, 2025 at 12:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]