Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $15,433,911, primarily due to a change in fair value of warrant liabilities amounting to $14,278,490 and general and administrative expenses of $2,940,901 [151]. - For the nine months ended September 30, 2025, the company had a net loss of $14,649,991, which included a change in fair value of warrant liabilities of $15,355,000 and general and administrative expenses of $4,675,665 [152]. - For the nine months ended September 30, 2025, net cash used in operating activities was $1,607,589, with a net loss of $14,649,991 impacted by a change in fair value of warrant liabilities of $15,355,000 [160]. - For the period from June 13, 2024, to September 30, 2024, the net loss was $52,461, influenced by formation costs of $16,241 and operating costs of $15,420 [161]. - The company has incurred significant costs related to financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year [167]. Capital and Funding - The company generated gross proceeds of $166,000,000 from the initial public offering of 16,600,000 Units at $10.00 per Unit, along with an additional $5,985,000 from the sale of 5,985,000 private placement warrants [156]. - A total of $166,415,000 was placed in the trust account following the initial public offering and related transactions, after incurring $10,605,256 in offering costs [157]. - The company may receive loans from its sponsor or affiliates to fund working capital deficiencies, with up to $1,500,000 convertible into private placement warrants at $1.00 per warrant [164]. - The underwriters from the initial public offering are entitled to a cash underwriting fee of $3,320,000, with a deferred fee payable upon the completion of the initial business combination [172]. Assets and Liabilities - As of September 30, 2025, the company had $171,904,018 in mutual funds primarily invested in money market funds held in the trust account, intended for the initial business combination [162]. - The company held $482,352 in cash outside the trust account as of September 30, 2025, primarily for evaluating target businesses and due diligence [163]. - There are no off-balance sheet arrangements as of September 30, 2025, and the company does not have any long-term debt or capital lease obligations [168]. - The company has a contractual obligation to pay $30,000 per month for office space and related services starting November 21, 2024, until a business combination is completed [169]. Operations and Business Development - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination [150]. - The company has entered into an advisory services agreement with Volta Tread LLC, with fees not exceeding an annual limit of 10% of interest earned on funds held in the trust account [159]. Regulatory and Compliance - The company incurred expenses related to being a public entity, including legal, financial reporting, accounting, and auditing compliance costs [150]. - The company announced a change of ticker symbols for its Class A ordinary shares, units, and public warrants from "DYNX," "DYNXU," and "DYNXW" to "ETHM," "ETHMU," and "ETHMW," respectively, effective August 26, 2025 [141]. - The company has not identified any critical accounting estimates that significantly impact its unaudited condensed consolidated financial statements [174]. - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about specific expense categories starting in fiscal years after December 15, 2026 [175].

Financial Performance - Total revenues for Q3 2025 reached $272.6 million, a 6.4% increase from $255.5 million in Q3 2024[39] - The company reported a net loss of $35.7 million for Q3 2025, compared to a net income of $67.4 million in Q3 2024[39] - Operating expenses for Q3 2025 totaled $291.8 million, significantly higher than $160.8 million in Q3 2024, marking an increase of 81.6%[39] - The company reported a net income of $69,893,000, a decrease from $148,662,000 in the same period of 2024[42] - The company experienced a net cash provided by operating activities of $378,207,000 for the nine months ended September 30, 2025, compared to $371,631,000 for the same period in 2024[42] - The Company’s total revenues for the nine months ended September 30, 2025, were $998.1 million, compared to $954.6 million in 2024, reflecting an increase of 4.6%[107] Sales and Revenue - Oil, natural gas, and NGL sales amounted to $234.5 million, up from $209.2 million year-over-year, reflecting a 12.1% increase[39] - For the three months ended September 30, 2025, the Company reported gross oil, natural gas, and NGL sales of $234.5 million, an increase from $212.7 million in the same period of 2024, representing a growth of 10.2%[96] - The Company’s revenue from oil sales for the nine months ended September 30, 2025, was $352.2 million, down from $420.5 million in 2024, reflecting a decrease of 16.2%[96] Assets and Liabilities - Proved oil and natural gas properties increased to $3.9 billion as of September 30, 2025, compared to $2.4 billion at the end of 2024[36] - Total current assets rose to $375.1 million from $322.1 million, indicating a 16.5% increase[36] - Long-term debt increased to $1.1 billion from $668.8 million, reflecting a 70.9% rise[36] - The company had total assets of $3.77 billion as of September 30, 2025, up from $2.34 billion as of December 31, 2024[203] - The company’s total accrued liabilities increased to $120.992 million as of September 30, 2025, up from $52.920 million at the end of 2024[130] Capital Expenditures and Investments - Capital expenditures for oil and natural gas properties totaled $165,579,000 for the nine months ended September 30, 2025, compared to $162,432,000 in 2024[42] - Capital expenditures, including acquisitions, were $594.1 million for the three months ended September 30, 2025, significantly higher than $98.9 million in the same period of 2024[201] - The Company completed the IKAV Acquisition for approximately $759.6 million, which included $349.8 million in cash and 30.6 million common units valued at approximately $409.9 million[101] - The Sabinal Acquisition was finalized for approximately $444.4 million, consisting of $199.3 million in cash and 19.2 million common units valued at approximately $256.9 million[108] Debt and Financing - As of September 30, 2025, the Company reported $1.2 billion in outstanding borrowings under the New Credit Agreement, with an effective interest rate of 8.1%[138] - The New Credit Agreement has a maximum commitment amount of $2.0 billion and requires a consolidated total net leverage ratio of less than or equal to 3.00 to 1.00[132] - The Company recorded $18.5 million in debt extinguishment costs related to the termination of the Term Loan Credit Agreement[141] - The Company’s cash paid for interest decreased to $39.0 million for the nine months ended September 30, 2025, compared to $75.4 million in 2024, a reduction of 48.3%[98] Derivative Instruments and Risk Management - The Company uses derivative contracts to reduce exposure to fluctuations in commodity prices, including fixed price swaps and costless collars[145] - The Company has open fixed price swap positions related to oil production totaling 5,423 Mbbl with an average fixed price of $66.97[149] - The Company has open costless collar positions related to oil production totaling 1,098 Mbbl with a floor price of $58.13 and a ceiling price of $78.05[152] - The Company reported total gains on derivative contracts of $24.753 million for the three months ended September 30, 2025[155] Legal and Compliance - The Company recognized $8.2 million of expense related to legal matters during the second quarter of 2025, with accrued liabilities of approximately $4.8 million as of September 30, 2025, up from $1.5 million at the end of 2024[175] - The Company has accrued approximately $4.8 million in liabilities related to legal matters as of September 30, 2025, indicating a significant increase in potential legal expenses[175] Compensation and Equity - The weighted average common units outstanding for Q3 2025 was 126,457, compared to 96,856 in Q3 2024[39] - Total non-cash compensation cost related to Time-Based Phantom Units was $5.5 million for the nine months ended September 30, 2025, compared to $4.4 million for the same period in 2024, reflecting a 25% increase[169] - Total non-cash compensation cost related to Performance Phantom Units was $0.8 million for the nine months ended September 30, 2025, compared to $0.3 million for the same period in 2024[174] Inventory and Production - As of September 30, 2025, the company's total inventory was $49.362 million, up from $24.301 million as of December 31, 2024, with production equipment valued at $45.911 million and crude oil in storage at $3.451 million[69] - The average depletion rate per barrel equivalent unit of production was $7.01 for the three months ended September 30, 2025, down from $8.17 for the same period in 2024[59]

Financial Performance - Total revenues for Q3 2025 were $566.8 million, a decrease of 5.7% compared to $601.4 million in Q3 2024[8] - Net income for Q3 2025 was $43.3 million, compared to a net loss of $70.5 million in Q3 2024, marking a significant turnaround[12] - Gross profit for the nine months ended September 30, 2025, was $878.1 million, compared to $965.5 million for the same period in 2024, a decline of 9.1%[8] - For the nine months ended September 30, 2025, net income was $134.3 million, a significant increase from a net loss of $61.1 million in the same period of 2024[17] - Adjusted EBITDA for the nine months ended September 30, 2025, was $721.0 million, down 7.4% from $778.4 million in 2024[91] - Total comprehensive income for the three months ended September 30, 2025, was $36,800, compared to a total comprehensive loss of $93,093 in the prior year[12] Revenue and Leasing - Leasing revenue for Q3 2025 was $434.2 million, down from $455.6 million in Q3 2024, reflecting a decrease of 4.9%[8] - Total revenue for the three months ended September 30, 2025, was $566.8 million, a decrease of 5.8% from $601.4 million in the same period of 2024[27] - For the nine months ended September 30, 2025, total revenue was $1.72 billion, down 4.3% from $1.79 billion in 2024[27] - Modular space leasing revenue for the three months ended September 30, 2025, was $250.8 million, a slight decrease from $254.5 million in 2024[29] Assets and Liabilities - Total assets increased to $6.1 billion as of September 30, 2025, up from $6.0 billion at the end of 2024[7] - Total liabilities stood at $5.0 billion as of September 30, 2025, slightly up from $5.0 billion at the end of 2024[7] - The company’s accumulated deficit decreased to $612.6 million as of September 30, 2025, from $747.0 million at the end of 2024[7] - Total shareholders' equity as of September 30, 2025, was $1.06 billion, an increase from $1.05 billion as of September 30, 2024[15] Cash Flow and Dividends - Total cash provided by operating activities for the nine months ended September 30, 2025, was $603.1 million, compared to $382.7 million in 2024, reflecting a 57.6% increase[17] - The company incurred cash dividends declared of $38.4 million for the nine months ended September 30, 2025, compared to no dividends declared in the same period in 2024[17] - Cash and cash equivalents at the end of the period were $14.8 million as of September 30, 2025, compared to $11.0 million at the end of September 2024[17] Debt and Financing - Total debt outstanding as of September 30, 2025, was $3.6 billion, a decrease from $3.7 billion as of December 31, 2024[46] - The ABL Facility had $1.7 billion of available borrowing capacity as of September 30, 2025, including $1.5 billion under the US Facility and $190 million under the Multicurrency Facility[50] - The Company issued $500 million in 6.625% senior secured notes due 2030 on March 26, 2025, with interest payable semi-annually starting October 15, 2025[53] - The company was in compliance with all debt covenants and restrictions associated with its debt instruments as of September 30, 2025[57] Tax and Compliance - The company recorded an income tax expense of $54.9 million for the nine months ended September 30, 2025, compared to an income tax benefit of $17.4 million for the same period in 2024, reflecting a significant change in tax position[63] - The effective tax rate for the nine months ended September 30, 2025, was 29.0%, up from 22.2% for the same period in 2024, primarily due to state and provincial taxes and non-deductible executive compensation[64] Stock and Compensation - Stock-based compensation expense for Restricted Stock Awards (RSAs) was $1.2 million for the nine months ended September 30, 2025, compared to $1.0 million for the same period in 2024[75] - The Company granted 677,853 Time-Based RSUs with a weighted-average grant date fair value of $31.08 during the nine months ended September 30, 2025[76] - Unrecognized compensation cost related to Time-Based RSUs totaled $24.8 million as of September 30, 2025, expected to be recognized over a remaining weighted average vesting period of 2.7 years[76] - The intrinsic value of stock options outstanding at September 30, 2025, was $3.7 million, while the intrinsic value of fully vested and exercisable options was $4.2 million[82] Acquisitions and Investments - The company acquired a regional provider of climate-controlled containers for $115.6 million, with recognized goodwill of $54.5 million and intangible assets valued at $18.7 million[25] - The company made acquisitions totaling $144.4 million during the nine months ended September 30, 2025, compared to $84.5 million in 2024[17] Other Financial Metrics - The company reported depreciation and amortization expenses of $317.8 million for the nine months ended September 30, 2025, up from $285.9 million in 2024[17] - The company recognized a loss of $9.636 million in other comprehensive income (OCI) for the nine months ended September 30, 2025, compared to a gain of $3.947 million for the same period in 2024[69] - The balance of accumulated other comprehensive income (loss) at September 30, 2025, was $(72.783) million, compared to $(69.924) million at September 30, 2024[62]

Financial Performance - Total revenue for Q3 2025 was $1,433.5 million, a 12.4% increase from $1,275.5 million in Q3 2024[143] - Gross profit for Q3 2025 was $260.5 million, up 28.3% from $202.9 million in Q3 2024[143] - The company’s net income attributable to Granite Construction for Q3 2025 was $102.9 million, compared to $79.0 million in Q3 2024[143] - Gross profit for the construction segment increased by $21.7 million (12.7%) for the three months ended September 30, 2025, and by $68.6 million (18.9%) for the nine months ended September 30, 2025, compared to 2024[155] - Materials gross profit surged by $35.9 million (111.4%) for the three months and by $53.0 million (89.7%) for the nine months ended September 30, 2025, compared to 2024, primarily due to higher volumes and sales prices[156] Revenue Breakdown - Materials revenue increased by $76.2 million (39.1%) in Q3 2025 compared to Q3 2024, driven by higher sales volumes and prices[147] - Construction revenue for Q3 2025 increased by $81.8 million (7.6%) compared to Q3 2024, primarily due to contributions from recently acquired businesses[145] Project and Funding Information - Committed and Awarded Projects (CAP) balance was $6.3 billion at the end of Q3 2025, supported by a positive public funding environment[136] - Significant additions to CAP included $350 million for a drainage improvement project in Illinois and $158 million for a federal project in Guam[150] - The Infrastructure Investment and Jobs Act (IIJA) has provided $550 billion in incremental funding over five years, boosting project lettings[133] - Public work projects account for approximately 85% of the company's portfolio, heavily reliant on federal, state, and local funding[133] Expenses and Costs - Selling, general and administrative (SG&A) expenses for the three months ended September 30, 2025, totaled $101.6 million, an increase of $10.0 million compared to the same period in 2024, mainly due to higher salaries and related expenses[157] - Other costs, net for the three months ended September 30, 2025, were $16.0 million, up from $8.5 million in 2024, primarily due to acquisition and integration costs[158] Tax and Income - The provision for income taxes for the three months ended September 30, 2025, was $38.1 million, with an effective tax rate of 25.8%[161] - The amount attributable to non-controlling interests for the three months ended September 30, 2025, was $(6.5) million, reflecting increased profitability on joint venture projects[163] Liquidity and Cash Flow - The company expects its primary sources of liquidity to be sufficient to meet working capital needs and capital expenditures for the next twelve months[167] - As of September 30, 2025, total cash, cash equivalents, and marketable securities amounted to $616.5 million, an increase from $585.6 million as of December 31, 2024[170] - Net cash provided by operating activities for the nine months ended September 30, 2025, was $289.6 million, representing a $6.1 million increase compared to the same period in 2024[176] - Cash used in investing activities increased to $947.8 million for the nine months ended September 30, 2025, primarily due to a $569.6 million increase in cash used for acquisitions[177] - Cash provided by financing activities was $521.7 million for the nine months ended September 30, 2025, reflecting a $549.5 million increase compared to the same period in 2024[178] Debt and Financial Compliance - As of September 30, 2025, the company had $580.4 million of unused availability under its $600.0 million Revolver[169] - The principal amount of $373.8 million for the 3.25% Convertible Notes has been classified as a current liability as of September 30, 2025[169] - The company is in compliance with the financial covenants of its Credit Agreement as of September 30, 2025[183]

Arrangement Agreement Overview - The Arrangement Agreement aims to deliver additional benefits to BBU Unitholders and BBUC Shareholders by consolidating their investments through a newly formed corporation[8]. - The BBU Board unanimously recommends the Arrangement after considering the Fairness Opinion, determining it to be in the best interests of BBU[8]. - The BBUC Board also unanimously supports the Arrangement based on the Fairness Opinion and other considerations, affirming its benefits for BBUC[8]. - The Arrangement is structured under Section 288 of the BCBCA, with specific conditions and resolutions to be approved by BBU and BBUC[12]. - The Arrangement will be subject to approval at the BBU Unitholders' Meeting and the BBUC Shareholders' Meeting[34]. - The Arrangement is subject to the approval of BBU Unitholders and BBUC Shareholders at their respective meetings[88]. Financial Considerations - The Fairness Opinion indicates that the consideration for Public Holders of BBU Units and BBUC Shares is fair from a financial perspective[30]. - The Transaction Costs associated with the Arrangement will cover all fees, costs, and expenses incurred directly in connection with the process[39]. - Each Party will pay 50% of all Transaction Costs unless otherwise agreed[70]. - The Cash Consideration is defined as the value of one Class A Share[139]. Effective Date and Conditions - The Effective Date of the Arrangement will be determined once all conditions precedent are satisfied or waived, including the granting of the Final Order[28]. - The Effective Date will be determined by the Corporation, BBU, and BBUC upon satisfaction or waiver of conditions precedent[88]. - Each Party is obligated to complete the transactions subject to conditions that must be materially performed before the Effective Date[62]. - The conditions set forth in Sections 5.1 and 5.2 will be deemed satisfied or waived on the Effective Date[63]. Shareholder Rights and Dissenting Unitholders - The Arrangement includes provisions for Dissent Rights for registered BBU Unitholders and BBUC Shareholders[27]. - Dissent Rights will be exercised by no more than 5% of the outstanding BBU Units and BBUC Shares in aggregate[60]. - Dissenting Unitholders will receive a debt-claim for the fair value of their BBU Units[104]. - A dissenting Unitholder is entitled to be paid the fair value of the Units held, determined as of the close of business on the day before the Resolutions were adopted[149]. - The Partnership must send a written offer to dissenting Unitholders within seven days after the action approved by the Resolutions is effective[150]. - The final order of a court in proceedings for dissenting Unitholders shall be rendered against the Partnership for the amount of the Units as fixed by the court[153]. Corporate Structure and Share Issuance - The authorized capital of the Corporation includes an unlimited number of Corporation Class A Shares and B Shares, among others[53]. - The Corporation Class A Shares will be conditionally approved for trading on the NYSE and TSX, subject to standard listing conditions[60]. - The Corporation will acquire all issued and outstanding Units and class A exchangeable subordinate voting shares in exchange for Class A Shares[136]. - Holders of Units will receive one Class A Share for each Unit held as Class A Consideration[136]. - The Corporation will deliver DRS statements representing the Corporation Shares to REU Holders and Specified Purchasers as soon as practicable following the Effective Time[124]. Amendments and Governance - The Agreement outlines the responsibilities and covenants of the involved parties, ensuring compliance with applicable laws[10]. - The Agreement may be amended by written agreement of the Parties before the Effective Time without further notice to stakeholders[65]. - The directors of the General Partner are authorized to amend the Arrangement Agreement or the Plan of Arrangement without notice to Unitholders[160]. - The Agreement is governed by the laws of the Province of British Columbia and Canada[78]. Legal and Compliance - The Corporation intends to rely on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act for the issuance of Corporation Class A Shares[48]. - The Agreement will remain effective until the earlier of the Effective Time or termination as per its terms[66]. - No Party will have personal liability under this Agreement for any special or consequential damages[79]. - The provisions of Section 9.5 shall apply mutatis mutandis to any payment to a Unitholder under Section 7.6[184].

Financial Performance - Reported GAAP net income attributable to controlling interest of $55.9 million, or $0.33 per diluted share, for Q3 2025[5] - Total revenues for the three months ended September 30, 2025, increased to $572,937, up 9.4% from $523,814 in the same period of 2024[34] - Net income attributable to controlling interest for the three months ended September 30, 2025, was $55,927, compared to a loss of $4,126 in the same period of 2024[34] - Basic net income per share for the three months ended September 30, 2025, was $0.33, compared to a loss of $0.03 in the same period of 2024[34] - Net income attributable to common stockholders is projected to be between $78.00 million and $83.00 million for 2025, compared to $53.70 million to $60.50 million in the prior year[53] - The company anticipates a diluted net income per common share of $0.47 to $0.50, compared to $0.33 to $0.37 in the prior year[53] Operational Metrics - Achieved Same-Store Net Operating Income (NOI) growth of 16.4% for Q3 2025 compared to Q3 2024, with SHOP and ISHC segments growing by 25.3% and 21.7%, respectively[5][7] - Net operating income (NOI) for the three months ended September 30, 2025, was $105,815, an increase of 13.1% from $93,536 in the same period of 2024[40] - Total Portfolio NOI for Q3 2025 was $105,815,000, an increase of 13.2% from $93,536,000 in Q3 2024[45] - Same-Store NOI for Q3 2025 was $101,407,000, representing a 16.4% increase compared to $87,111,000 in Q3 2024[45] - Cash NOI for the three months ended September 30, 2025, reached $111,895, compared to $100,535 in the same period of 2024, reflecting a 11.5% increase[40] - Cash NOI for the nine months ended September 30, 2025, reached $322,144,000, up 12.4% from $286,490,000 in the same period of 2024[45] Guidance and Projections - Increased total portfolio Same-Store NOI growth guidance for FY 2025 to a range of 13.0% to 15.0%, up from 11.0% to 14.0%[5][16] - Increased NFFO guidance for FY 2025 to a range of $1.69 to $1.72 per diluted share, reflecting a $0.045 increase at the midpoint[5][16] - NAREIT FFO attributable to common stockholders is expected to range from $283.50 million to $288.50 million, up from $259.40 million to $266.20 million previously[53] - Total Portfolio Same-Store NOI growth is forecasted to be between 13.0% and 15.0%, compared to 11.0% to 14.0% in the prior year[53] - ISHC segment is anticipated to achieve Same-Store NOI growth of 17.0% to 20.0%, an increase from 15.0% to 19.0% previously[53] - SHOP segment is expected to see Same-Store NOI growth of 24.0% to 26.0%, compared to 20.0% to 24.0% in the prior year[53] Acquisitions and Investments - Closed approximately $210.8 million in acquisitions during Q3 2025, totaling over $575 million year-to-date[5] - Initiated ten new development and expansion projects with an expected total cost of approximately $176.9 million[10] - Maintained over $450 million in awarded deals within its investments pipeline, expected to close by year-end or early 2026[9] Balance Sheet and Financial Position - Total consolidated indebtedness as of September 30, 2025, was $1.54 billion, with a Net-Debt-to-Annualized Adjusted EBITDA of 3.5x[11] - Total assets increased to $4,770,289 thousand as of September 30, 2025, up from $4,488,057 thousand at December 31, 2024, representing a growth of approximately 6.3%[31] - Real estate investments net value rose to $3,598,607 thousand, compared to $3,366,648 thousand at the end of 2024, indicating an increase of about 6.9%[31] - Cash and cash equivalents significantly increased to $147,364 thousand from $76,702 thousand, reflecting an increase of approximately 92.2%[31] - Total liabilities decreased to $2,050,359 thousand from $2,183,895 thousand, a reduction of about 6.1%[31] - Stockholders' equity grew to $2,678,177 thousand as of September 30, 2025, compared to $2,261,231 thousand at the end of 2024, marking an increase of approximately 18.5%[31] - The accumulated deficit increased to $(1,523,335) thousand from $(1,458,089) thousand, indicating a rise in losses of about 4.5%[31] - Common stock shares issued and outstanding increased to 171,031,062 as of September 30, 2025, from 157,446,697 at December 31, 2024, representing an increase of approximately 8.6%[31] Corporate Responsibility and Future Initiatives - Published its inaugural Corporate Responsibility Report outlining future initiatives[5] - The company reported a significant focus on expanding its portfolio in clinical healthcare real estate, particularly in senior housing and skilled nursing facilities across the U.S. and U.K.[29] - Management emphasizes the importance of non-GAAP financial measures such as EBITDA and NFFO for evaluating operational performance and making investment decisions[24][25] - The company plans to continue leveraging its diversified portfolio to enhance revenue growth and operational efficiency in the upcoming quarters[29] Expenses and Impairments - The company reported a depreciation and amortization expense of $49,181 for the three months ended September 30, 2025, compared to $44,246 in the same period of 2024[34] - Interest expense for the three months ended September 30, 2025, decreased to $20,392 from $30,395 in the same period of 2024, a reduction of 32.9%[40] - The company recognized an impairment of real estate investments of $3,768 for the three months ended September 30, 2025, compared to no impairment in the same period of 2024[36] - Depreciation and amortization for 2025 is expected to remain steady at $182.00 million, up from $168.30 million in the prior year[53] - Non-cash impact of changes to equity plan is projected at $12.80 million, slightly up from $12.50 million previously[53]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) Delaware 81-4063248 (State or other jurisdiction of incorporation or organization) 3601 Walnut Street, Suite 400 Denver, Colorado 80205 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40575 EverCommerce Inc. (Exact Name of Registrant as Specified in its Charter) For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SEC ...

Financial Performance - Revenue for Q3 2025 was $392.2 million, a 12% increase year-over-year from $350.1 million in Q3 2024 and a 7% increase sequentially from $366.2 million in Q2 2025[4] - GAAP net income for Q3 2025 was $14.3 million, or $0.31 per diluted share, compared to $13.7 million, or $0.30 per diluted share in Q3 2024 and $46.1 million, or $0.99 per diluted share in Q2 2025[9] - Non-GAAP adjusted net income was $17.2 million, or $0.37 per diluted share, down from $20.1 million, or $0.43 per diluted share in Q3 2024[10] - Net income attributable to common stockholders for Q3 2025 was $14.28 million, a 3.9% increase from $13.75 million in Q3 2024[25] - Net income for Q3 2025 was $14.28 million, up from $13.75 million in Q3 2024, representing a year-over-year increase of approximately 3.9%[46] Profitability Metrics - GAAP gross profit was $120.5 million, representing a gross profit margin of 30.7%, down from 33.7% in Q3 2024 and 31.5% in Q2 2025[4] - EBITDA for Q3 2025 was $46.6 million, or 11.9% of revenue, compared to $46.9 million, or 13.4% of revenue in Q3 2024[12] - Gross profit for Q3 2025 was $120.49 million, compared to $118.01 million in Q3 2024, reflecting a gross margin of 30.7%[25] - EBITDA for Q3 2025 was $46.56 million, compared to $46.94 million in Q3 2024, showing a slight decrease[46] Cash Flow and Liquidity - Cash flow from operations was $79.1 million, with free cash flow of $62.8 million, including $16.3 million in capital expenditures[13] - Free cash flow (FCF) for Q3 2025 was $62.8 million, indicating the cash generated after capital expenditures[43] - As of September 30, 2025, the company had approximately $392 million in cash and cash equivalents, with total debt of approximately $58 million[14] - Cash and cash equivalents increased to $376.59 million as of September 30, 2025, compared to $308.67 million at the end of 2024, reflecting a growth of 22%[48] Expenses and Investments - Research and development expenses increased to $41.86 million in Q3 2025, up from $33.69 million in Q3 2024, indicating a focus on innovation[25] - The company reported a total operating expense of $108.92 million in Q3 2025, up from $96.13 million in Q3 2024, driven by increased R&D and SG&A expenses[25] - The company excluded costs related to the retirement of two executives from its financial measures, which do not reflect ongoing operating expenses[41] Market Position and Future Outlook - The company expects Q4 2025 revenue to be approximately $380 million, representing a 12% year-over-year growth at the mid-point[16] - GAAP gross margin for Q4 2025 is expected to be 31.0%, with non-GAAP operating expenses projected at approximately 27.0% of revenue[16] - The company is gaining market share in the automotive sector with new programs launching early next year, alongside increased content in industrial applications[6] Balance Sheet Highlights - Total assets as of September 30, 2025, were $2.47 billion, an increase from $2.39 billion as of December 31, 2024[48] - Total stockholders' equity rose to $1.89 billion as of September 30, 2025, up from $1.80 billion at the end of 2024[48] - Current liabilities totaled $383.80 million as of September 30, 2025, slightly up from $375.60 million at the end of 2024[48] - The company reported a decrease in inventories to $470.91 million as of September 30, 2025, from $474.95 million at the end of 2024[48] Other Financial Metrics - Interest income for Q3 2025 was $8.49 million, significantly higher than $4.53 million in Q3 2024, indicating improved cash management[25] - The company recorded a foreign currency loss of $3.33 million in Q3 2025, compared to a loss of $4.42 million in Q3 2024, showing some improvement in currency exposure[25] - For the nine months ended September 30, 2025, net income was $55.94 million, a significant increase from $35.78 million in the same period of 2024[28][29]

Financial Performance - The net loss for the three months ended September 30, 2025, was $123.9 million, an improvement of $357.6 million compared to a net loss of $481.4 million in 2024[204]. - Adjusted EBITDA for the three months ended September 30, 2025, was $349.3 million, up 22.2% from $285.9 million in 2024[204]. - The net loss for the nine months ended September 30, 2025, was $302.2 million, a decrease of $289.4 million compared to a net loss of $12.8 million in 2024[205]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $690.1 million, a slight increase from $685.0 million in 2024[205]. - Total revenue for the three months ended September 30, 2025, was $1.6 billion, compared to $646.9 million in 2024[213]. - Adjusted revenue for the three months ended September 30, 2025, was $1.78 billion, an increase from $1.32 billion in 2024[213]. - Total revenue for the nine months ended September 30, 2025, was $4.0 billion, an increase of 20% compared to $3.3 billion in 2024[237]. - Other income for the nine months ended September 30, 2025, was $1.2 billion, an increase of $389.7 million, or 48%, compared to $814.3 million in the same period of 2024[258]. Loan Origination and Mortgage Activity - The company originated $32.4 billion in residential mortgage loans for the three months ended September 30, 2025, a 14% increase from $28.5 billion in 2024[204]. - For the nine months ended September 30, 2025, the company originated $83.1 billion in residential mortgage loans, a 13% increase from $73.4 billion in 2024[205]. - Closed loan origination volume for the three months ended September 30, 2025, was $32,412,828 thousand, an increase from $28,495,976 thousand in 2024[219]. - Total loans closed by Rocket Loans for the three months ended September 30, 2025, was 22.9 thousand, compared to 10.2 thousand in 2024[221]. Acquisition and Integration - The company completed the all-stock acquisition of Mr. Cooper on October 1, 2025, and Redfin on July 1, 2025, with integration efforts proceeding as expected[203]. - Goodwill was recorded based on the preliminary fair value of net assets acquired from the Redfin acquisition, with adjustments possible within one year[298]. Expenses and Profitability - Total expenses for the three months ended September 30, 2025, were $1.8 billion, an increase of 56% compared to $1.1 billion in 2024[237]. - Salaries, commissions, and team member benefits for Q3 2025 were $874.8 million, an increase of $267.2 million, or 44%, compared to $607.5 million in Q3 2024[261]. - Directly attributable expenses for Direct to Consumer were $683.8 million, an increase of $132.5 million, or 24%, compared to $551.2 million in 2024, primarily driven by higher variable compensation and performance marketing[268]. Market Conditions - The 30-year fixed mortgage rate decreased to approximately 6.3% by the end of the quarter, contributing to increased refinance activity[202]. - The weighted average loan rate increased to 4.52% in Q3 2025 from 4.18% in Q3 2024, while the weighted average LTV rose to 72.04% from 71.77%[247]. Liquidity and Capital Structure - Total liquidity as of September 30, 2025, was $9.3 billion, including $5.8 billion in cash and cash equivalents[287]. - The company completed the restructuring of approximately $5.0 billion of legacy unsecured debt, enhancing its liquidity position[287]. - As of September 30, 2025, cash and cash equivalents increased to $5.9 billion, up $4.6 billion from $1.2 billion as of September 30, 2024, primarily due to a $4.0 billion senior notes offering[290]. - Equity rose to $8.9 billion as of September 30, 2025, an increase of $0.5 billion or 6% compared to $8.4 billion as of September 30, 2024, driven by a $1.5 billion increase from the Redfin acquisition[291]. Tax and Compliance - The company paid tax distributions totaling $113.8 million during the nine months ended September 30, 2025, compared to no material distributions in the same period of 2024[292]. - The company was in compliance with all financial covenants as of September 30, 2025, and December 31, 2024[289].

Acquisition and Growth - QXO completed the acquisition of Beacon Roofing Supply, valuing the transaction at $10.6 billion, with a purchase price of $124.35 per share[153]. - Net sales for the three months ended September 30, 2025, reached $2.73 billion, a significant increase from $13.1 million in the same period of 2024, primarily due to the Beacon Acquisition[157]. - For the nine months ended September 30, 2025, net sales totaled $4.65 billion, up from $42.1 million in the prior year, driven by the inclusion of Beacon's sales[158]. - The company aims to achieve $50 billion in annual revenues within the next decade through strategic acquisitions and organic growth in the building products distribution industry[154]. - QXO has transitioned to the largest publicly-traded distributor of roofing and complementary building products in North America following the Beacon Acquisition[154]. Financial Performance - The company reported a net loss of $139.4 million for the three months ended September 30, 2025, compared to a net income of $17.2 million in the same period of 2024[156]. - Adjusted Gross Profit for Q3 2025 was $687.2 million, up from $5.5 million in Q3 2024, with an Adjusted Gross Margin of 25.2% compared to 42.0% in Q3 2024[178]. - Adjusted Net Income for the nine months ended September 30, 2025, was $310.6 million, with Adjusted Diluted EPS of $0.32, compared to a net loss of $189.2 million for the same period[179]. - Adjusted EBITDA for Q3 2025 was $301.9 million, resulting in an Adjusted EBITDA Margin of 11.1%, while the net loss for the same quarter was $139.4 million[181]. Expenses and Costs - Cost of products sold for the three months ended September 30, 2025, increased to $2.09 billion from $7.6 million in 2024, reflecting higher sales and inventory fair value adjustments[159]. - SG&A expenses for the three months ended September 30, 2025, rose to $452.5 million, up from $39.0 million in 2024, due to ongoing operational costs post-acquisition and transformation efforts[161]. - Interest expense for the three months ended September 30, 2025, was $(37.7) million, compared to $57.0 million in 2024, primarily due to additional debt from the Beacon Acquisition[167]. Tax and Liquidity - The effective tax rate for the nine months ended September 30, 2025, was 14.1%, down from 25.9% in the same period of 2024, influenced by pre-tax losses and acquisition-related costs[170]. - The company continually evaluates its liquidity requirements, with primary sources being cash on the balance sheet, cash generated by operations, and borrowings under the ABL Facility[183]. - The company has a quarterly dividend policy for its Convertible Preferred Stock, which is considered in evaluating overall liquidity needs[185]. Cash Flow and Financing Activities - Net cash provided by operating activities was $74.8 million for the nine months ended September 30, 2025, an increase of $43.9 million compared to $30.9 million for the same period in 2024[218]. - Net cash used in investing activities was $10.6 billion for the nine months ended September 30, 2025, a significant increase from $0.1 million for the same period in 2024, primarily due to the Beacon Acquisition[219]. - Net cash provided by financing activities was $7.77 billion for the nine months ended September 30, 2025, an increase of $2.77 billion compared to $5.0 billion for the same period in 2024[220]. Debt and Capital Structure - The Company raised $823.8 million in net proceeds from a private placement of common stock to partially fund the Beacon Acquisition, completed on April 29, 2025[188]. - The Company raised $487.9 million in net proceeds from a public offering of 37.7 million shares at $13.25 per share in April 2025[197]. - In May 2025, the Company raised $892.5 million in net proceeds from a public offering of 48.5 million shares at $16.50 per share[198]. - The Company raised $1.96 billion in net proceeds from a public offering of 89.9 million shares at $22.25 per share in June 2025[199]. - The Company issued $2.25 billion in aggregate principal amount of 6.75% Senior Secured Notes due 2032 to partially fund the Beacon Acquisition[200]. - The Term Loan Facility has an aggregate principal amount of $2.25 billion and matures on April 30, 2032[204]. - As of September 30, 2025, the outstanding balance on the Term Loan Facility was $824.0 million, net of unamortized costs[210]. - The ABL Facility provides for an aggregate borrowing availability of $2.0 billion, with a borrowing capacity of $1.93 billion as of September 30, 2025[211]. - The Company recognized a loss on debt extinguishment of $45.7 million due to a voluntary principal prepayment of $1.40 billion under the Term Loan Facility[209]. - The Company capitalized debt issuance costs of $22.2 million related to the Senior Secured Notes, amortized over the term of the financing arrangement[203]. - The Company capitalized debt issuance costs of $18.8 million related to the ABL Facility, with $17.2 million of unamortized costs remaining as of September 30, 2025[216]. Market and Operational Insights - The demand for exterior building materials is expected to peak in the quarters ending June 30, September 30, and December 31, with lower sales anticipated in the March quarter due to seasonal weather impacts[182]. - The Company is in compliance with the covenants of the ABL Credit Agreement as of September 30, 2025[214]. - The Company has minimal foreign currency exposure, primarily operating within the U.S.[221]. - A 10% increase or decrease in interest rates would not have a material effect on the Company's interest income or expense[222].