Financial Performance - Cato Corporation reported a net loss of $5.2 million or ($0.28) per diluted share for Q3 2025, an improvement from a net loss of $15.1 million or ($0.79) per diluted share in Q3 2024[2][11]. - Sales for Q3 2025 were $153.7 million, a 6% increase from $144.6 million in Q3 2024, with same-store sales rising by 10%[3][11]. - For the nine months ended November 1, 2025, net income was $5.0 million or $0.25 per diluted share, compared to a net loss of $4.0 million or ($0.24) per diluted share in the same period of 2024[4][11]. - Year-to-date sales reached $496.8 million, a 2% increase from $486.8 million in the prior year, with same-store sales up by 6%[4][11]. Cost Management - Gross margin improved to 32.0% in Q3 2025 from 28.8% in Q3 2024, driven by lower freight and distribution costs[5][11]. - Year-to-date gross margin increased to 34.5% from 33.3% in the prior year, reflecting improved cost management[6][11]. - Selling, general and administrative (SG&A) expenses decreased to $57.0 million in Q3 2025, down from $57.9 million in Q3 2024, representing 37.1% of sales compared to 40.0%[5][11]. Store Operations - The company closed 16 stores year-to-date, operating 1,101 stores as of November 1, 2025, down from 1,167 stores a year earlier[7]. Tax and Economic Outlook - The tax benefit for Q3 2025 was $1.2 million, compared to a tax expense of $0.3 million in the prior year, mainly due to reduced foreign income taxes[5][11]. - Cato Corporation anticipates challenges in Q4 2025 due to expected economic slowdown and will focus on managing expenses and inventory levels[5].

Financial Performance - Net sales and other operating revenues decreased by $281 million in fiscal 2025 compared to fiscal 2024, driven by lower volumes in the Reinforcement Materials segment ($125 million) and less favorable pricing and product mix in both segments ($160 million combined) [186] - Gross profit decreased by $20 million in fiscal 2025 compared to fiscal 2024, primarily due to lower volumes in the Reinforcement Materials segment, partially offset by higher volumes in the Performance Chemicals segment [187] - Income (loss) from operations before income taxes and equity in earnings of affiliated companies increased in fiscal 2025 compared to fiscal 2024, primarily due to lower losses from currency devaluations in Argentina and higher segment EBIT in Performance Chemicals [185] - The decrease in net sales was attributed to lower customer demand driven by uncertainty from tariffs and a weaker global macroeconomic environment [186] - Net income attributable to Cabot Corporation decreased to $331 million in fiscal 2025 from $380 million in fiscal 2024, primarily due to a higher provision for income taxes [196] - Total segment EBIT for fiscal 2025 was $702 million, slightly up from $701 million in fiscal 2024 [198] - Sales in Reinforcement Materials decreased by $269 million in fiscal 2025, totaling $2,341 million, primarily due to lower volumes and less favorable pricing [202] - EBIT in Performance Chemicals increased by $30 million in fiscal 2025, totaling $194 million, driven by higher volumes and lower selling and administrative expenses [205] Expenses and Cost Management - Selling and administrative expenses decreased from $283 million in fiscal 2024 to $260 million in fiscal 2025 [187] - Selling and administrative expenses decreased by $23 million in fiscal 2025 compared to fiscal 2024, primarily due to cost management efforts [188] - Research and technical expenses decreased by $4 million in fiscal 2025, totaling $59 million, compared to $63 million in fiscal 2024 [188] - Interest and dividend income decreased by $5 million in fiscal 2025, totaling $27 million, primarily due to lower interest rates [189] - Interest expense decreased by $5 million in fiscal 2025, totaling $76 million, primarily due to lower interest rates on short-term borrowings [189] - Other expense decreased by $29 million in fiscal 2025, totaling $(7) million, primarily due to lower foreign currency losses in Argentina [190] Cash Flow and Liquidity - As of September 30, 2025, the liquidity position increased by $75 million, with cash and cash equivalents of $258 million and borrowing availability of $1.2 billion [207] - Cash provided by operating activities totaled $665 million in fiscal 2025, down from $692 million in fiscal 2024 [214] - Cash flows from investing activities consumed $298 million in fiscal 2025, compared to $235 million in fiscal 2024, primarily for capital expenditures [217] - Financing activities consumed $336 million in cash in fiscal 2025, down from $415 million in fiscal 2024, with significant repurchases of common stock totaling $168 million [220] - The company repurchased approximately 1.8 million shares for $156 million in fiscal 2025, compared to 1.7 million shares for $159 million in fiscal 2024 [223] - Cash dividends paid were $1.76 per share in fiscal 2025, totaling $96 million, compared to $1.66 per share totaling $93 million in fiscal 2024 [224] Capital Expenditures and Future Outlook - Capital expenditures for fiscal 2026 are expected to be between $200 million and $250 million, focusing on sustaining and compliance projects [219] - The company had $130 million in borrowings outstanding under the Euro Credit Agreement as of September 30, 2025, with no outstanding borrowings under the U.S. Credit Agreement [211] - The weighted-average interest rate on fixed-rate long-term debt was 4.29% as of September 30, 2025 [222] Foreign Currency and Taxation - The assessment of deferred tax assets is conducted quarterly, with valuation allowances established when it is more likely than not that some or all of the deferred tax assets are not realizable [168] - The company recorded a significant reserve for respirator liability claims, with potential developments that could materially affect the estimate of liabilities [171] - Goodwill is subject to annual impairment testing, with significant assumptions including discount rates and forecasted results for the applicable reporting unit [172] - Foreign currency translations increased segment EBIT by $10 million in fiscal 2025, while in fiscal 2024, it decreased EBIT by $5 million [238] - The company recognized net foreign exchange losses of $8 million in fiscal 2025, compared to $46 million in fiscal 2024, largely due to changes in the Argentine peso [239]

Revenue Performance - CureVac reported revenues of €54.1 million for Q3 2025 and €56.3 million for the first nine months, representing year-over-year decreases of 89% compared to €493.9 million and €520.7 million in the same periods of 2024[12] - The decline in revenue was primarily due to the absence of a €480.4 million one-time revenue recognized in Q3 2024 from a license agreement with GlaxoSmithKline[13] - Revenue for the three months ended September 30, 2024, was €493,902 thousand, a significant increase compared to €54,134 thousand in 2025[30] - Other operating income significantly increased to €321,982 thousand for the nine months ended September 30, 2025, compared to €6,792 thousand in 2024[30] Profitability - The operating profit for Q3 2025 was €310.2 million, compared to €368.4 million in Q3 2024, influenced by a positive one-time effect of $420 million from the U.S. Settlement Agreement[17] - Net profit for Q3 2025 was €273.2 million, down from €338.0 million in Q3 2024[19] - Operating profit for the nine months ended September 30, 2024, was €221,441 thousand, while it decreased to €193,735 thousand in 2025[30] - Net profit for the period for the three months ended September 30, 2024, was €338,043 thousand, compared to €273,229 thousand in 2025[30] Earnings Per Share - Basic earnings per share for Q3 2025 were €1.21, compared to €1.51 in the prior-year quarter[21] - Basic earnings per share for the three months ended September 30, 2024, was €1.51, down from €1.21 in 2025[30] Cash and Assets - As of September 30, 2025, CureVac had cash and cash equivalents of €416.1 million, down from €481.7 million at year-end 2024, confirming a cash runway into 2028[7] - Cash and cash equivalents decreased from €550,862 thousand at the end of the period in 2024 to €416,090 thousand in 2025[33] - Total assets increased from €802,827 thousand on December 31, 2024, to €1,138,619 thousand on September 30, 2025[32] - Total equity rose from €696,608 thousand on December 31, 2024, to €871,230 thousand on September 30, 2025[32] Research and Development - Research and development expenses increased due to manufacturing-related costs being recorded as R&D rather than cost of sales, partially offset by cost reductions from a strategic restructuring initiated in July 2024[20] - Research and development expenses for the three months ended September 30, 2024, were €49,979 thousand, compared to €38,254 thousand in 2025[30] Regulatory and Legal Matters - The German Federal Cartel Office granted clearance for the planned transaction with BioNTech, with the offer period for BioNTech's public exchange offer for CureVac shares set to expire on December 3, 2025[3] - CureVac received Clinical Trial Application clearance from the European Medicines Agency for its CVHNLC squamous non-small cell lung cancer candidate[3] - The company is contesting findings from Deloitte's audit report regarding its Advance Purchase Agreement with the European Commission for its first-generation COVID-19 vaccine candidate[24]

Revenue Growth - Revenue for the September Quarter increased 28.2% year over year to RMB5,796.6 million (US$814.3 million), exceeding the previous guidance range of 25%-28%[10] - Revenue from MINISO brand increased by 22.9% year over year to RMB5,221.5 million (US$733.5 million), with overseas markets contributing 44.3% of this revenue[25] - Revenue from TOP TOY brand surged by 111.4% to RMB574.5 million (US$80.7 million)[26] - For the three months ended September 30, 2025, MINISO's revenue increased by 28.2% year-over-year to RMB 5,796,645,000, with the MINISO brand contributing RMB 5,221,476,000, a 22.9% increase[102] - Revenue from overseas markets grew by 28.7% year-over-year to RMB 2,312,305,000 for the three months ended September 30, 2025[102] Profitability Metrics - Adjusted operating profit rose 14.8% year over year to RMB1,022.3 million (US$143.6 million), with an adjusted operating margin of 17.6%[12] - Adjusted net profit for the first nine months increased 11.7% year over year to RMB766.8 million (US$107.7 million)[13] - Adjusted operating profit rose by 14.8% year over year to RMB1,022.3 million (US$143.6 million), with an adjusted operating margin of 17.6%[35] - Profit for the period decreased to RMB443.2 million (US$62.3 million) from RMB648.3 million in the same period last year[39] - Adjusted net profit increased by 11.7% year over year to RMB766.8 million (US$107.7 million)[40] - Adjusted net profit for the nine months ended September 30, 2025, was RMB 2,045,496,000, reflecting a growth of 6.1% compared to RMB 1,928,090,000 in the same period of 2024[98] Cash Flow and Financial Position - Cash position as of September 30, 2025, was RMB7,766.2 million (US$1,090.9 million), up from RMB6,698.1 million at the end of 2024[17] - Net cash from operating activities for the September Quarter was RMB1,299.6 million (US$182.6 million), with a cash flow to adjusted net profit ratio of 1.7[22] - Cash position improved to RMB7,766.2 million (US$1,090.9 million) as of September 30, 2025, compared to RMB6,698.1 million as of December 31, 2024[64] - As of September 30, 2025, total assets increased to RMB 28,668,811 (approximately US$ 4,027,085), up from RMB 18,120,128 as of December 31, 2024[82] - Current assets also increased to RMB 13,763,790 (approximately US$ 1,933,388) from RMB 11,655,501, indicating strong liquidity[82] Expenses and Cost Management - Cost of sales rose by 28.6% year over year to RMB3,206.6 million (US$450.4 million)[29] - Gross profit increased by 27.6% year over year to RMB2,590.1 million (US$363.8 million), with a gross margin of 44.7%[30][31] - Selling and distribution expenses grew by 43.5% year over year to RMB1,429.9 million (US$200.9 million), driven by investments in directly operated stores[32] - General and administrative expenses increased by 45.6% year over year to RMB343.8 million (US$48.3 million)[33] Store Expansion - The total number of stores reached 8,138 globally, marking a year-over-year increase of 718 net new stores[17] - The number of MINISO stores in mainland China increased to 4,407 as of September 30, 2025, up by 157 stores year-over-year[104] - Overseas, the total number of MINISO stores reached 3,424 as of September 30, 2025, an increase of 488 stores compared to the previous year[106] Financial Ratios and Metrics - Adjusted EBITDA for the first nine months increased 18.8% year over year to RMB1,353.8 million (US$190.2 million), with an adjusted EBITDA margin of 23.4%[13] - The adjusted EBITDA margin for the three months ended September 30, 2025, was 23.4%, slightly down from 25.2% in the same quarter of 2024[98] - Basic earnings per share for ordinary shares for the three months ended September 30, 2025, was RMB 0.36, down from RMB 0.52 in the same period of 2024[88] - Adjusted net margin for the nine months ended September 30, 2025, was 13.5%, down from 15.7% in the previous year[96] Strategic Insights and Future Outlook - Forward-looking statements indicate expectations for growth in the retail market and demand for MINISO's products, with inherent risks and uncertainties[79] - The company emphasizes the importance of non-IFRS financial measures for assessing operating performance, which may differ from peer companies[75][76] - Adjusted operating profit and adjusted net profit metrics are used by management to evaluate performance, excluding non-cash and other adjustment items[73][74]

Agreements and Partnerships - The company entered into a Framework Agreement with Cádiz CF on January 10, 2025, to provide technical training staff and integrate training methodologies for international players [119]. - The company has entered into a HPT License Agreement with Cádiz CF, granting exclusive rights to the High Performance Training Program [140]. - The company entered into a Stadium Agreement with Cádiz CF, granting rights to use Mirandilla Stadium for events, with revenue expected to be recorded in 2025 [145]. - The company has a Framework Agreement with Cádiz CF to provide technical training staff and integrate training methodologies, effective for three years [151]. Financial Performance - For the nine months ended September 30, 2025, the company generated revenue of $877,669, with a gross profit of $533,981 [153]. - The net loss for the nine months ended September 30, 2025, was $1,410,286, primarily driven by professional fees of $1,193,841 related to Form S-1 filing requirements [155]. - The company recorded a revenue of $378,099 for the three months ended September 30, 2025, with a gross profit of $305,505 [157]. - The net loss for the three months ended September 30, 2025, was $496,209, with professional fees accounting for $481,237 of this loss [157]. - As of September 30, 2025, the company had a working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839 [159]. - For the nine months ended September 30, 2025, the company incurred a net loss of $1,410,286, with net cash used in operating activities amounting to $1,501,030 [164]. - In comparison, for the nine months ended September 30, 2024, the company reported a net loss of $885,064 and net cash used in operating activities of $185,914 [165]. Financing Activities - The Standby Equity Purchase Agreement (SEPA) allows the company to sell up to $30 million of common stock to Yorkville, with sales at the company's discretion [122]. - The SEPA includes provisions for convertible promissory notes totaling up to $3 million, with the first two advances of $0.5 million each at a fixed conversion price of $8.00 [125]. - The company has secured a loan agreement with Sportech for up to $10 million to fund operations in 2025, 2026, and 2027 [154]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $1,565,153, significantly higher than the $171,600 reported for the same period in 2024 [166][167]. - The financing activities in 2025 included proceeds from contributed capital of $1,341,421 and proceeds from convertible notes payable of $920,000 [166]. - The company has entered into a binding capital contribution agreement with Sportech for up to $10 million to fund operations in 2025, 2026, and 2027, contingent upon a U.S. national stock exchange listing [161]. - A financing arrangement was established on May 20, 2025, allowing a third party to purchase up to $30 million of common stock, with a prepaid advance of $3 million [161]. Operational Plans - The company plans to construct Sportech City on a leased property in Spain, covering approximately 110,000 m², with a venue for over 40,000 fans and a hotel [135]. - Construction of Sportech City is scheduled to begin in 2026, with completion anticipated around 2030, although funding is currently not secured [139]. - The company has paid deposits of $1,524,620 related to the lease agreement for the property intended for Sportech City [135]. - The company aims to expand the reach of the Nomadar High Performance Training Program globally, leveraging partnerships with various organizations [140]. - The company plans to launch the Mágico González brand in the U.S. in Q4 2025, with e-commerce offerings starting at that time [147]. Management Concerns - The company expects to continue incurring significant costs in pursuit of its financing and acquisition plans, raising doubts about its ability to continue as a going concern [159]. - Management's plans to complete the Direct Listing and raise capital are uncertain, raising substantial doubt about the company's ability to continue as a going concern [161]. - The company experienced a $1,524,620 increase in advances related to leases during the nine months ended September 30, 2025 [164]. - There was a $1,232,215 increase in accounts payable related to professional fees and costs of sales incurred during the same period [164]. - The company has no off-balance sheet financing arrangements [168].

Operational Performance - Valvoline achieved its 19th consecutive year of system-wide same-store sales growth in fiscal 2025, indicating strong operational performance[26] - Valvoline's adjusted EBITDA grew by 5.5%, reflecting strong operational performance[181] - System-wide same-store sales (SSS) growth was 6.1%, supported by premiumization and an expanding customer base[201] Growth and Expansion - Valvoline operates approximately 2,200 service center locations across the U.S. and Canada, including 2,180 service centers as of September 30, 2025[19][26] - Valvoline added 718 net new stores over the last five years, resulting in nearly 50% growth in its retail network[28] - Valvoline plans to add 170 net new system-wide stores in fiscal 2025, creating a critical need for talent[56] - System-wide store sales reached $3,453.8 million, reflecting an 11.3% growth year-over-year, with a total of 2,180 stores, an increase of 170 net new stores[200] Financial Performance - Valvoline reported a 6% growth in net revenues, reaching $3.5 billion, and a 2% increase in diluted EPS for fiscal 2025[181] - Net revenues for fiscal 2025 increased by $91.3 million, or 5.6%, to $1,710.3 million, driven by higher volume, mix, and pricing[199] - Gross profit improved by $39.7 million, or 6.4%, to $658.5 million, with a gross profit margin of 38.5%, up 30 basis points from the previous year[199][203] Strategic Initiatives - Valvoline's strategic initiatives focus on improving operational efficiency, expanding company-operated stores, and innovating services to meet customer needs[25] - The U.S. Do It For Me (DIFM) total addressable market presents significant growth opportunities for Valvoline, driven by increasing vehicle complexity and miles driven[23] Employee and Workforce Management - As of September 30, 2025, Valvoline had approximately 11,400 employees, including 10,600 full-time employees, and operates 1,016 company-owned retail service center stores[52] - New employees receive 270 hours of training within the first 60 days and an additional 240 hours in the next 140 days to support their career advancement[57] - Valvoline's total rewards strategy includes competitive compensation and benefits programs to attract and retain a diverse workforce[60] - Valvoline is committed to diversity and inclusion, aiming for its workforce to reflect the diverse communities it serves[63] Community Engagement - Valvoline's community impact initiative, "Happy to Help," focuses on supporting children's physical and mental health through charitable efforts[68] Risks and Challenges - Valvoline's services demand may decline due to factors such as economic conditions, vehicle age, and technological changes, potentially impacting sales and cash flows[82] - Economic downturns may lead to reduced customer demand for vehicle maintenance services, negatively impacting Valvoline's business[104][105] - The company faces risks in developing new services and technologies, which could affect its competitive position and operational results[83] - Valvoline's substantial indebtedness may limit its ability to fund working capital and capital expenditures, making it more vulnerable to adverse economic conditions[126] Financial Obligations and Debt - Valvoline had outstanding indebtedness of $1.074 billion as of September 30, 2025, with an available borrowing capacity of $341.6 million under its revolving credit facility[125] - Valvoline expects to borrow $740 million in December 2025 to fund the Breeze Autocare acquisition, with excess proceeds used to pay down outstanding debt[125] Cybersecurity and Compliance - Valvoline's reliance on information technology systems exposes it to cybersecurity threats, which could harm business operations and result in significant costs associated with data recovery and breach notifications[109] - The company has implemented a cybersecurity risk management program based on NIST frameworks to protect critical systems and information[154] Acquisitions and Partnerships - Valvoline is set to acquire Breeze Autocare for $593 million, which includes 207 stores, with the acquisition expected to close on December 1, 2025[179] - The company sold 67 company-owned stores to franchise partners, enhancing growth potential in respective markets[175] Legal and Regulatory Matters - Valvoline has incurred costs related to legal proceedings for alleged intellectual property infringements, which could divert resources and affect financial results[135] - The company may face liabilities from environmental damages under strict liability laws, which could adversely affect its financial position[138]

Digital Asset Holdings - As of November 20, 2025, the company's combined digital asset holdings totaled approximately $8.28 billion, primarily consisting of ETH, making it the largest ETH treasury globally[34]. - As of August 31, 2025, the company held approximately 1,874,926.8 ETH valued at $8,260,608,190 and 191.7 BTC valued at $20,922,793, reflecting a cumulative unrealized appreciation of $805,008,462[166]. - The market price of ETH ranged from a low of $1,566.15 to a high of $4,779.57 during the fiscal year ended August 31, 2025, while BTC ranged from a low of $54,382.00 to a high of $120,280.70[166]. - For the fiscal year ended August 31, 2025, the company recorded an unrealized gain of $805,008,462 in fair market value on its ETH and BTC holdings[166]. Treasury Management - The company plans to accumulate and hold ETH on a long-term basis, focusing on disciplined treasury management and risk-adjusted yield generation[32]. - The company aims to wind down proprietary self-mining exposure while prioritizing ETH treasury operations and BTC ecosystem services[25]. - The company expects to continue accumulating BTC while leveraging its immersion-cooling expertise and variable-cost structure for mining operations[33]. Liquidity and Capital Structure - In July 2025, the company strengthened its liquidity by completing a public offering of common stock and establishing an at-the-market program allowing for sales of up to $20 million of common stock[27]. - The company completed an uplisting to the NYSE American in June 2025, transitioning from the OTCQX Best Market[27]. Governance and Strategy - The company has expanded its board of directors and appointed Thomas J. Lee as Chairman to support its growth strategy[29]. - The company views Ethereum's growth and maturation as directly impacting its business model, integrating ETH-anchored treasury and capital-light operating platform[36]. Risk Management - The company emphasizes robust custody, cybersecurity, and compliance controls as essential for institutional adoption of its treasury operations[41]. - The company does not currently employ derivative hedges to mitigate ETH price risk, which could lead to impairment charges affecting results of operations and shareholders' equity[168]. - Regulatory changes may impact market access, liquidity, custody structures, and tax treatment for ETH and related activities, prompting the company to monitor legislative developments[171]. - The company's BTC mining margins are influenced by BTC prices, global hash rate, network difficulty, power costs, pool fees, and miner efficiency[172]. - Cybersecurity events are recognized as having financial effects similar to market losses, leading the company to invest in security architecture and monitoring[170]. - The company evaluates the financial condition and controls of key custodians to mitigate counterparty and custodial concentration risk[169]. - Adverse movements in ETH prices could materially affect the company's results of operations and shareholders' equity[168]. - The company tracks the cost of its digital assets using the first-in-first-out (FIFO) method, impacting the carrying value of its holdings[166].

Revenue Performance - Consolidated revenue for fiscal year 2025 was $110.8 million, a decrease of $24.8 million, or 18.3%, from fiscal year 2024[149]. - Smart Water segment revenue increased by $3.4 million, or 10.4%, primarily due to higher demand for Hydroconn® cable and connector products[153]. - Energy Solutions segment revenue decreased by $27.3 million, or 35.0%, with product revenue down by $14.3 million, or 24.3%[155]. - Revenue from the Energy Solutions business segment in fiscal year 2025 was primarily derived from wireless product sales, with expectations for moderate growth in fiscal year 2026[180]. - Fiscal year 2026 revenue from Energy Solutions reservoir products is expected to significantly increase due to a PRM contract entered in Q3 2025, lasting approximately 18 months[181]. - Revenue from the Smart Water business segment is expected to increase slightly in fiscal year 2026, driven by demand for Hydroconn® and Aquana products[182]. - The acquisition of Geovox's Heartbeat Detector® is anticipated to boost revenue from the Intelligent Industrial business segment in fiscal year 2026[183]. Profitability and Expenses - Consolidated gross profit for fiscal year 2025 was $32.9 million, a decrease of $19.7 million, or 37.4%, from fiscal year 2024[150]. - Operating expenses for fiscal year 2025 were $48.8 million, an increase of $3.3 million, or 7.3%, from fiscal year 2024[151]. - Operating income from the Energy Solutions segment decreased by $18.2 million, or 97.9%, due to lower revenues and higher research and development expenses[156]. Financial Position - The company maintained a strong balance sheet with no debt and had $26.3 million in cash and cash equivalents as of September 30, 2025[148][159]. - The company's available cash and cash equivalents were $26.3 million as of September 30, 2025, which included $0.8 million held by foreign subsidiaries[164]. - As of September 30, 2025, the company had no outstanding borrowings under the credit agreement and could borrow approximately $8 million without violating any debt covenants[163]. Investments and Acquisitions - The company expects fiscal year 2026 cash investments in property, plant, and equipment to be approximately $7 million[160]. - The company completed a stock buy-back program authorized by the board of directors, repurchasing up to $7 million of common stock[161]. - The company amended its credit agreement with Woodforest National Bank, extending a revolving credit facility with a maximum availability of $25 million[162]. - The company acquired Geovox in August 2025, recording an initial contingent earn-out liability of $2.5 million, with a maximum potential of $3.3 million[167]. Market Strategy - The company is actively marketing its SADAR® technologies to security and oil and gas industry customers, expecting increased acceptance over time[184]. - The company recognized a gain of $4.6 million from the sale of real property during the third quarter of fiscal year 2025[152].

Market Focus and Strategy - The company serves technologically underserved markets with a focus on large and growing total addressable markets, providing ample opportunity for transaction-based revenues[29] - The company has a cloud-first strategy, with the majority of its collocated assets already migrated to the cloud, enhancing efficiency and security[37] - The company has developed a proprietary payment facilitation platform that centralizes payment solutions, improving scale and margins by lowering expenses[39] - The company is committed to incorporating AI capabilities into its platforms to enhance automation and customer experience[35] - The company has a flexible approach to digital delivery, prioritizing rapid development and continuous improvement to meet evolving customer needs[34] Operations and Workforce - The company has approximately 1,202 employees across 49 states and two countries as of November 20, 2025, with no employees represented by unions[53] - The company’s operations team is structured to meet individual customer needs, with a focus on development, quality control, and support for enterprise software solutions[46] - The company has experienced seasonal fluctuations in revenues, particularly in the education sector, with peak transactional revenue in August, September, October, January, and February[55] Regulatory Compliance - The company operates in a complex regulatory environment, subject to various federal, state, and local laws impacting its electronic payment services[56] - The company is subject to extensive federal and state laws regarding the privacy and security of health information, which may increase operational costs and limit activities[64] - Compliance with the Health Insurance Portability and Accountability Act (HIPAA) is required, establishing privacy and security standards for health information[65] - The company is subject to U.S. federal anti-money laundering laws, including the Bank Secrecy Act, which mandates the development of risk-based anti-money laundering programs[67] - The company must comply with various payment network rules and standards, including the PCI DSS, which govern transaction processing and data security[74] - The company has invested significant resources to ensure compliance with the EMV mandate for chip-enabled cards, which was required by payment networks by October 2015[75] - The company is registered with payment networks like Visa and Mastercard through a sponsor bank, which has substantial discretion over business practices[76] - The company is subject to money transmitter regulations across various U.S. states, which require licensing and compliance with anti-money laundering laws[78] - The company must adhere to unclaimed property laws, requiring remittance of unclaimed property to government authorities after a specified period[79] - The regulatory framework governing the company's business is continuously changing, impacting operational and compliance strategies[80] Financial Position and Capital Structure - As of September 30, 2025, the company had no borrowings outstanding under the 2023 Senior Secured Credit Facility[193] - The company expects cash flow from operations, current cash and cash equivalents, and available borrowing capacity to be sufficient to fund operations and service debt obligations for at least the next twelve months[194] - The 2023 Senior Secured Credit Facility contains restrictive covenants that limit the company's ability to incur additional debt and engage in capital-raising activities[196] - The Continuing Equity Owners hold approximately 27% of the combined voting power of the company's common stock as of November 20, 2025[203] - The company may need to borrow funds to meet tax liabilities or operational needs if i3 Verticals, LLC is restricted from making distributions[202] - The 2025 LLC Tax Distribution resulted in the company holding cash in excess of its tax liabilities and obligations under the Tax Receivable Agreement[208] - The company's Board of Directors will determine the appropriate uses for excess cash following future tax distributions, which may include recapitalization transactions or cash dividends[209] Shareholder and Stockholder Matters - The company is subject to Section 404 of the Sarbanes-Oxley Act, requiring an annual review of internal control over financial reporting[210] - As of September 30, 2025, there are 126,016,875 shares of Class A common stock authorized but unissued, including 8,381,681 shares issuable upon redemption of common units[220] - The company may issue shares of preferred stock in the future, which could adversely affect the market price of Class A common stock[217] - Future issuances of Class A common stock or preferred stock could dilute existing stockholders and significantly impact the market price[222] - The company has provisions that may delay or prevent a change of control, potentially affecting stockholder interests[216] - The existence of anti-takeover provisions may discourage future takeover attempts and affect the market price of Class A common stock[216] - The company has opted out of Section 203 of the Delaware General Corporation Law, but similar provisions may still restrict business combinations with interested stockholders[214] - Sales of Class A common stock in connection with the Registration Rights Agreement could materially affect the market price and impair capital raising efforts[225] - The potential issuance of preferred stock with favorable economic terms could make Class A common stock less attractive to investors[224] - The company may incur costs to improve internal control systems, which could negatively affect financial condition and cash flows[211] - The company cannot predict the size of future issuances of Class A common stock, which may lead to a decline in market price[221]

Acquisition and Expansion - The company completed the acquisition of KCA Deutag for approximately $2.0 billion, which included a share purchase price of $0.9 billion and $1.1 billion to repay KCA Deutag's existing debt[22]. - Following the acquisition, the company expanded its global operations, now maintaining a presence across the Middle East, South America, Europe, and Africa, enhancing its service capabilities in both land and offshore drilling markets[40]. - The acquisition of KCA Deutag expanded the company's land drilling footprint in the Middle East, South America, Europe, and Africa, enhancing offshore management expertise[64]. Fleet and Utilization - As of September 30, 2025, the North America Solutions fleet consisted of 223 available rigs, with 144 contracted, indicating a utilization rate of approximately 64.5%[31]. - The International Solutions fleet had a total of 137 available rigs, with 88 contracted, reflecting a utilization rate of approximately 64.2%[34]. - The Offshore Solutions fleet included 7 total rigs, with 3 contracted, showing a utilization rate of approximately 42.9%[38]. - The company had 208 active rigs under contract as of September 30, 2025, an increase from 170 in 2024 and 164 in 2023[73]. - The company operates 238 super-spec rigs as of September 30, 2025, following the reconfiguration of 78 FlexRig units into super-spec walking rigs[66]. Revenue and Financial Performance - Revenue from North America Solutions segment contributed approximately 63.0% ($2.4 billion) of consolidated operating revenues in fiscal year 2025, down from 88.7% ($2.4 billion) in 2024[50]. - International Solutions segment accounted for approximately 21.4% ($802.4 million) of consolidated operating revenues in fiscal year 2025, compared to 7.0% ($194.0 million) in 2024[51]. - Offshore Solutions segment contributed approximately 13.9% ($520.4 million) of consolidated operating revenues in fiscal year 2025, up from 3.9% ($106.2 million) in 2024[60]. - The contract drilling backlog was $7.0 billion as of September 30, 2025, up from $1.5 billion in 2024, with approximately 22.6% expected to be fulfilled in fiscal year 2026[80]. Customer and Market Insights - Revenue from the largest North America Solutions drilling customer represented approximately 18.2% ($429.4 million) of the North America Solutions segment revenues in fiscal year 2025[50]. - Revenue from the largest International Solutions drilling customer accounted for approximately 32.3% ($259.0 million) of the International Solutions segment revenues in fiscal year 2025[51]. - The company holds approximately 24.0% of the total market share in U.S. land drilling as of September 30, 2025[47]. Operational Risks and Challenges - The company is subject to various risks, including financial condition, cybersecurity threats, and operational risks associated with drilling and technology[15]. - The company’s drilling services and solutions are highly competitive, with potential impacts from new technologies and market volatility in oil and gas prices[15]. - The company has a significant backlog of drilling services and solutions revenue, although it may not be fully realized due to various operational risks[19]. - The company’s operations are subject to various environmental laws, which may require significant capital expenditures for compliance[102]. - The company expects future compliance costs related to environmental regulations may be material[108]. Human Capital and Safety - The company employs approximately 6,200 employees in the United States and 9,500 internationally as of September 30, 2025[81]. - The company has established a human capital strategy aimed at attracting, retaining, and developing a diverse workforce committed to operational excellence[82]. - The company maintains a robust safety culture, focusing on Serious Injury and Fatality (SIF) reduction strategies and proactive safety measures[90]. Financial Instruments and Investments - The company has $2.1 billion in senior unsecured notes with an estimated fair value of $1.9 billion as of September 30, 2025[381]. - The company has $200 million outstanding under the Term Loan Credit Agreement, due in 2027[381]. - The company has $39.8 million in secured term loans due in 2033 and $43.1 million due in 2034[381]. - The total fair value of equity securities in Tamboran Corp. was $26.0 million as of September 30, 2025, compared to $21.0 million in 2024[383]. - A hypothetical 10% decrease in the market price for marketable equity securities of Tamboran Corp. would decrease the fair value by $2.6 million[384]. - The company made a $14.1 million equity investment in Tamboran Resources, which was later converted into shares of Tamboran Corp.[382]. Contracts and Pricing - Performance-based contracts have produced a positive risk-reward outcome, with compensation partly based on meeting predetermined performance targets[79]. - Daywork contracts charge a rate per day, influenced by location, depth, complexity of the well, and market conditions[78]. - The FlexPool agreements allow customers to enter into fixed-term contracts with flexibility in rig utilization, subject to minimum requirements[77]. Innovation and Technology - The company has advanced automation solutions aimed at reducing variability and improving well economics, with several technologies in various stages of commercial testing[72]. - The company emphasizes continuous improvement and innovation as part of its core values, fostering a culture of teamwork and ethical conduct[84]. Currency and Market Risks - A uniform 10% decline in the U.S. dollar relative to foreign currencies would result in an increase in pre-tax loss of approximately $5.6 million[376]. - The company has not entered into any foreign currency forward exchange contracts to hedge against adverse fluctuations in foreign currency exchange rates[376]. - The company anticipates that compliance with current regulations will not significantly change its competitive position or earnings during fiscal year 2026[108].