Financial Performance - Total revenue for fiscal 2025 was $256.9 million, representing an increase from $236.7 million in fiscal 2024 and $216.2 million in fiscal 2023, indicating strong revenue growth[17]. - For fiscal 2025, approximately 61% of revenue was derived from Ooma Business and 36% from Ooma Residential, indicating a strong reliance on these segments for future growth[92]. - The company incurred a net loss of approximately $6.9 million in fiscal 2025, despite generating cash from operations of $26.6 million[139]. - The company has significant fixed operating expenses, which may lead to increased net losses if revenue falls short of expectations[141]. - The company has experienced fluctuations in demand and pricing for its products, which may impact revenue and profitability[142]. User Base and Customer Service - As of January 31, 2025, Ooma had a total of 1,234,000 core users across Ooma Business and Ooma Residential[17]. - Ooma maintains two customer contact centers to support business and residential customers, utilizing various communication media for customer service[47]. - The company’s customer service is primarily provided by third parties, and any failure in service quality could harm the company's reputation and lead to significant liability[132]. - The company relies on third-party carriers for number portability, which is critical for customer acquisition and retention[138]. Product and Service Offerings - Ooma Office offers three service plans sold as monthly subscriptions, providing essential business phone features and advanced functionalities[21]. - Ooma Enterprise provides a highly customizable UCaaS solution, enabling organizations to utilize mobile and softphone telephony, multiparty conferencing, and call center capabilities[26]. - Ooma AirDial serves as a replacement for legacy analog phone services, supporting up to four safety devices per base station[29]. - Ooma's residential phone service includes PureVoice HD voice quality and advanced functionalities, enhancing user experience and integration with mobile devices[32]. - The introduction of new products, such as Ooma Office Pro Plus and AirDial, is essential for maintaining competitive advantage and driving revenue growth[93]. Market and Competitive Landscape - The competitive landscape includes established providers like Comcast and Verizon, as well as emerging CPaaS and CCaaS companies such as Twilio and RingCentral, indicating a highly fragmented market[53][56]. - The company faces significant competition in the CPaaS and CCaaS markets, with competitors having greater resources and established customer relationships, which may lead to price reductions to remain competitive[118]. - Increased competition in the cloud-based communications industry may lead to pricing pressures and reduced profit margins, impacting the company's ability to grow sales[115]. Risks and Challenges - The company faces risks related to customer turnover, reliance on small and medium-sized businesses, and potential tariffs on imported goods[76]. - The company faces significant risks related to customer churn, as customers can terminate subscriptions without penalty, potentially impacting revenue stability[82]. - The company may face penalties if it fails to comply with number porting timeframes set by regulatory bodies[138]. - The company is exposed to potential tariffs and trade restrictions that could materially harm revenue and gross margins, particularly due to sourcing from China[104]. - The company may incur substantial costs due to fraudulent activities, which could negatively impact its revenue and customer base[176]. Regulatory and Compliance Issues - Regulatory obligations include contributions to the Federal Universal Service Fund and compliance with E-911 service requirements, impacting operational costs[69]. - The company is currently in compliance with PCI standards, but non-compliance by subsidiaries could result in fines or restrictions on credit card acceptance[175]. - The FCC is considering increased regulation of interconnected VoIP services, which may negatively impact the company's business[198]. - The company is subject to various data privacy laws, which may increase operational costs and affect product adoption rates[201]. Strategic Partnerships and Marketing - The company has strategic partnerships with third parties, such as T-Mobile, to expand its service offerings to a broader customer base[44]. - The company employs a multi-channel marketing approach, utilizing online marketing, traditional advertising, and word-of-mouth strategies to grow its customer base[39]. - The company relies significantly on retailers and reseller partnerships for product sales, with a notable portion of Ooma Residential and Ooma Business sales made through major retailers like Amazon and Walmart[98]. Research and Development - The company has invested significantly in its engineering and R&D team, enhancing capabilities in various areas including digital hardware design and mobile app development[50]. - The company holds 51 issued patents and has one patent application pending in the United States, with patents expiring between 2031 and 2040[66]. Operational Infrastructure - The company operates three data center facilities in Northern California, Texas, and Virginia, with additional leased space in Europe, South Africa, and Asia Pacific[51]. - Manufacturing of on-premise and end-point devices is primarily contracted out to manufacturers in Vietnam and other Asian countries, with logistics managed from Newark, California[52]. Growth and Future Outlook - Future growth may involve acquisitions, which could divert management attention and increase operational risks[76]. - Future success depends on the ability to develop and enhance products in a rapidly changing technological landscape, with potential delays affecting market competitiveness[92]. - The company anticipates ongoing costs related to security measures against breaches, which could impact profitability[12].

Financial Overview - As of December 31, 2024, California BanCorp had total consolidated assets of $4.03 billion, total loans of $3.16 billion, total deposits of $3.40 billion, and total shareholders' equity of $511.8 million[24]. - The merger with California BanCorp (CALB) was completed on July 31, 2024, resulting in a combined bank holding company with approximately $4.25 billion in assets and 14 branches across California[34]. - The total aggregate consideration paid for the merger was approximately $216.6 million, which included approximately $74.0 million of preliminary goodwill[34]. - As of July 31, 2024, CALB had total loans of $1.43 billion, total assets of $1.91 billion, and total deposits of $1.64 billion prior to the merger[34]. - Total deposits reached $3.40 billion, including noninterest-bearing demand deposits of $1.26 billion (37.0% of total deposits) and a total deposit cost of 2.01% for the year ended December 31, 2024[66]. Business Strategy - California BanCorp's strategy focuses on serving small to medium-sized businesses, targeting a market with approximately 1.7 million such businesses in California[36]. - The company has expanded its branch network through acquisitions, including the acquisition of Bank of Santa Clarita, completed on October 1, 2021, and the merger with CALB[28]. - The company operates 14 branch offices and four loan production offices, with a focus on key Southern California markets[35]. - The company emphasizes a relationship-based banking approach, providing personalized service to small business owners, which is generally unavailable from larger banks[30]. Loan Portfolio - California BanCorp's lending products primarily include construction and land development loans, commercial real estate loans, commercial and industrial loans, SBA loans, and consumer loans[23]. - As of December 31, 2024, the company had total loans held for investment of $3.14 billion, with non-SBA loans accounting for $2.95 billion (93.9%) and SBA loans for $189.4 million (6.1%)[50]. - The real estate loans portfolio totaled $2.01 billion, representing 64.0% of loans held for investment, with non-owner occupied commercial real estate loans at $1.13 billion and multifamily residential loans at $244.0 million[56]. - The company reported $693.5 million in commercial and industrial loans, which constituted 22.1% of the loans held for investment, with $4.9 million classified as non-performing[58]. - The company had $222.0 million in construction and land development loans, representing 7.1% of the loans held for investment, with $9.7 million classified as non-performing[53]. - As of December 31, 2024, the company had $24.7 million in consumer loans, accounting for 0.7% of total loans held for investment, with $150 thousand in consumer solar loans over 90 days past due[64]. - The company had $189.4 million in SBA loans, which represented 6.1% of total loans held for investment, with $374 thousand classified as non-performing[63]. Capital and Regulatory Compliance - The company maintains a capital conservation buffer of 2.5% of risk-weighted assets, increasing minimum CET1 capital, Tier 1 capital, and total capital ratios to 7.0%, 8.5%, and 10.5% respectively[88]. - Total Capital to Risk-Weighted Assets ratio as of December 31, 2024, was 10.0%, exceeding the minimum required of 8.0%[89]. - Tier 1 Capital to Risk-Weighted Assets ratio was 8.0%, above the minimum requirement of 6.0%[89]. - CET1 Capital to Risk-Weighted Assets ratio was 6.5%, surpassing the minimum requirement of 4.5%[89]. - The company is subject to consolidated capital rules at the bank holding company level starting from the third quarter of 2024[85]. - The company has not elected to be a financial holding company, limiting its activities to those determined by the Federal Reserve[99]. - The company is required to consult with the Federal Reserve before repurchasing shares or paying dividends that exceed its earnings for the quarter[102]. - The company is extensively regulated under federal and state law, primarily by the Federal Reserve and the OCC[82]. Risk Management - The company emphasizes risk reduction in its loan portfolio by maintaining a maximum loan-to-value ratio of 75% for construction and land development loans[53]. - The company faces risks related to economic downturns in California, where it primarily operates, which could adversely affect credit quality and profitability[152]. - A significant portion of the loan portfolio is secured by real estate, making the company vulnerable to downturns in the local real estate market, potentially impacting profitability[154]. - Changes in interest rates could significantly affect net interest income, with potential adverse impacts on loan origination and repayment rates[155][158]. - The company may experience gaps in interest rate sensitivities between assets and liabilities, which could negatively impact earnings if market rates move unfavorably[157]. - The company relies on independent appraisals for real estate values, which may not be realizable in foreclosure situations, increasing credit risk[146]. - The company’s credit risk management practices may not fully prevent losses in its loan portfolio, despite adherence to sound underwriting practices[167]. - The company relies on independent appraisals for real estate securing loans, which may not reflect realizable values, increasing the risk of loss upon foreclosure[168]. Operational and Compliance Risks - The company is subject to various restrictions on capital distributions, including dividends, which can be up to 100% of net income for the year-to-date plus retained net income for the two preceding years without prior OCC approval[115]. - The Bank's ability to make loans is limited to 15% of unimpaired capital and surplus, with a potential increase to 25% if secured by readily marketable collateral[119]. - The Bank received a "satisfactory" overall rating in its most recent Community Reinvestment Act evaluation in 2024, with an "outstanding" rating on Community Development[126]. - The company must comply with anti-money laundering regulations, which include developing policies to monitor compliance and prevent suspicious activities[128]. - The company is subject to the Dodd-Frank Act, which centralizes consumer financial protection responsibilities with the CFPB, affecting compliance costs and operational regulations[134]. - Regulatory changes and increased scrutiny in the financial services industry could lead to higher compliance costs and operational uncertainties[137]. - The company is exposed to risks from severe weather and natural disasters, particularly in California, which could disrupt operations and increase loan defaults[151]. - The company may need to raise additional capital, but availability of such capital is uncertain, posing liquidity risks[146]. - Liquidity is essential for the company's operations, and any substantial changes in liquidity levels could adversely affect its financial condition[179]. - The company plans to pursue acquisitions as part of its growth strategy, which may strain its operational and financial resources[188]. - The integration of CALB with the company may incur unexpected costs and the anticipated benefits may not be realized[190]. - The company has not recorded goodwill impairment as of December 31, 2024, but future impairment could adversely affect its financial condition[191]. - The company's reputation is critical for business success, and any negative impact could materially affect its operations[192]. - Competition in the banking and financial services industry is intense, which may limit the company's growth and profitability[194]. - The company relies heavily on its executive management team, and the loss of key personnel could adversely affect its operations[195]. - The company is subject to stringent capital requirements, and failure to comply could result in regulatory restrictions and affect its financial condition[202]. Technological and Cybersecurity Risks - The financial services industry is experiencing rapid technological changes, with a focus on artificial intelligence and machine learning to enhance customer interactions and data analysis[205]. - Competitors may have greater resources for technological investments, potentially leading to a competitive disadvantage for the company[205]. - Cybersecurity risks, including e-fraud and data breaches, pose significant threats, with potential reputational and financial consequences[209]. - The company relies on robust information security measures, but evolving cyber threats may require additional resources for protection and remediation[208]. - The use of artificial intelligence in products and services carries risks of reputational harm and potential legal liabilities due to flawed algorithms or biased data[211]. - The enterprise risk management framework may not effectively mitigate risks, leading to potential losses and reputational damage[212]. - Operational risks include employee errors and misconduct, which could result in financial losses and regulatory sanctions[213]. - The company is dependent on data and modeling for decision-making, with faulty data potentially leading to adverse outcomes and regulatory scrutiny[216]. Environmental and Compliance Considerations - Compliance with environmental laws has not materially impacted capital expenditures or earnings, with no significant costs associated with environmental regulations identified[135]. - Environmental liabilities may arise from real estate properties securing the loan portfolio, potentially incurring substantial costs[217].

Customer Base and Growth - nCino ended fiscal 2025 with 2,789 customers, including 549 generating over $100,000 in subscription revenues, 105 over $1 million, and 14 over $5 million[31]. - nCino's customer base includes major global financial institutions such as Bank of America and Barclays, as well as regional banks and credit unions[30]. - Revenue increased from $408.3 million in fiscal 2023 to $476.5 million in fiscal 2024, and further to $540.7 million in fiscal 2025[68]. - Sales to customers outside the U.S. accounted for 15.1%, 18.7%, and 21.5% of total revenues for the fiscal years ended January 31, 2023, 2024, and 2025, respectively[129]. - The company expects subscription revenues to continue to increase as a proportion of total revenues over time[211]. Financial Performance - The company generated net losses of $102.7 million, $42.3 million, and $37.9 million for the fiscal years ended January 31, 2023, 2024, and 2025, respectively, with an accumulated deficit of $385.3 million as of January 31, 2025[63]. - Total revenues for fiscal 2025 were $540.7 million, representing a 15.1% compound annual growth rate from fiscal 2023 to 2025[207]. - Subscription revenues for fiscal 2025 were $469.2 million, with a compound annual growth rate of 16.7% from fiscal 2023 to 2025[207]. - The subscription revenue net retention rate for fiscal 2025 was 110%, down from 116% in fiscal 2024 and 144% in fiscal 2023[213]. - The company recorded net losses of $37.9 million in fiscal 2025, compared to $42.3 million in fiscal 2024 and $102.7 million in fiscal 2023[207]. Research and Development - The company invested 23.9% of its revenues back into research and development in fiscal 2025, with plans to continue this investment in fiscal 2026[32]. - Research and development expenditure was $129.4 million, representing 23.9% of total revenues in fiscal 2025[42]. - The company aims to enhance its solutions through AI capabilities, which may impact its business outcomes[64]. Strategic Acquisitions - The company has made strategic acquisitions, including SimpleNexus and Sandbox Banking, to augment its platform capabilities in mortgage lending and advanced analytics[21]. - The company completed three acquisitions in fiscal 2025 and announced one in fiscal 2026, indicating a focus on strategic growth through acquisitions[113]. - The company acquired DocFox for $74.3 million and Integrated Lending Technologies for $20.0 million in fiscal 2024, enhancing its platform capabilities[206]. - The company acquired Sandbox Banking for $52.5 million in February 2025, enhancing its data connectivity and operational capabilities[208]. Competition and Market Challenges - The company faces increased competition as existing competitors evolve their offerings and new companies enter the market[44]. - The company faces intense competition from larger firms with more resources, which could adversely affect its business and results of operations[105]. - Future revenue growth may be hindered by factors such as slowing demand, competition, and economic conditions[68]. Pricing and Revenue Model - nCino's transition to an asset-based pricing strategy is expected to align subscription revenues with the asset size of FIs, enhancing customer growth opportunities[32]. - The adoption of the new asset-based pricing model began in fiscal 2025, but there is no assurance it will generate expected revenues[70]. - The company’s pricing model changes may affect long-term customer subscription renewals and revenue[60]. Operational Risks - The company relies on data centers operated by Salesforce, AWS, and other third parties, which poses operational risks[64]. - The company faces risks from security threats, which could lead to unauthorized access to customer data and negatively impact business operations[75]. - Reliance on third-party providers for critical technology increases vulnerability to data security incidents[76]. - Disruptions in data centers operated by third parties, such as Salesforce and AWS, could adversely affect service delivery and customer experience[112]. Regulatory and Compliance Issues - Privacy and data security regulations, such as the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR), impose evolving compliance obligations that may increase operational costs[88][93]. - Non-compliance with privacy laws could result in fines of up to €20 million or 4% of annual global revenue, whichever is greater, for serious violations[96]. - The EU Digital Operational Resilience Act (DORA) will impose regulatory obligations on financial services entities starting January 17, 2025, affecting the company's operations[100]. - Regulatory compliance is critical, as failure to meet applicable laws could adversely affect the company's ability to conduct business and attract customers[115]. Employee and Workforce Dynamics - As of January 31, 2025, the company had 1,833 employees, with approximately 73% located in the U.S.[49]. - The total number of employees increased from 436 as of January 31, 2018, to 1,833 as of January 31, 2025, indicating significant workforce expansion[124]. - The company faces intense competition for qualified personnel, particularly in software development and sales, which could impact its growth prospects[134]. Intellectual Property and Technology - The company has 12 issued patents related to the nCino Platform in the U.S. as of January 31, 2025[46]. - The company has faced challenges in protecting its proprietary technology and intellectual property rights, particularly in foreign markets[146]. - The company is subject to evolving regulations regarding AI technologies, which may require significant changes to policies and practices[109]. Future Outlook and Strategic Direction - The company’s future operating results are difficult to predict due to its limited operating history at the current scale[62]. - The transition to a new CEO, effective February 1, 2025, may impact the company's culture and innovation if not managed effectively[121]. - The company continues to monitor customer acquisition and retention strategies to mitigate attrition[216].

Earnings Release and Conference Call - Horizon Bancorp, Inc. will release its financial results for Q4 2024 after market close on January 22, 2025 [4] - Management will host a conference call to discuss Q4 2024 financial results on January 23, 2025, at 7:30 a.m. CT [4] - The press release regarding Q4 2024 earnings and conference call is attached as Exhibit 99.1 [5]

AI Technology and Platform - Veritone's proprietary AI operating system, aiWARE, enables the transformation of unstructured data into structured data, enhancing business processes and insights [31]. - The aiWARE platform offers over 20 cognitive categories, allowing users to quickly analyze and optimize large volumes of data [39]. - aiWARE's capabilities include advanced analytics, intelligent data lakes, and generative AI, which are being integrated into industry-specific applications [45][46]. - The company has integrated its Veritone Hire solutions with over 120 applicant tracking systems, optimizing hiring processes through predictive AI algorithms [46]. - aiWARE is deployed in various environments, including cloud-based, on-premises, and hybrid models, ensuring flexibility for customers [41]. - The company is focused on expanding its aiWARE SaaS business, which requires increasing its customer base and revenue from existing customers [88]. - The company plans to continue significant investments in developing AI technologies and expanding the functionality of the aiWARE platform [66]. Revenue and Financial Performance - The company generated revenue primarily through Software Products & Services and Managed Services, with a focus on Commercial Enterprise and Public Sector divisions [33]. - The company reported that no single customer accounted for 10% or more of total revenues from Software Products & Services in 2024, compared to one customer accounting for 22% in 2023 [59]. - One customer accounted for 20% of total Managed Services revenues in both 2024 and 2023 [60]. - The company experienced a year-over-year decline in consumption-based revenue from a single customer across Veritone Hire in fiscal 2024 [69]. - The company experienced net losses of $37.4 million and $58.6 million in fiscal years 2024 and 2023, respectively, with an accumulated deficit of $467.3 million as of December 31, 2024 [94]. - The company expects to continue incurring significant losses for the foreseeable future, which may hinder its ability to achieve and sustain profitability [95]. - The company has a history of operating losses and negative cash flows, raising concerns about its ability to achieve profitability in the future [134]. - The ten largest customers accounted for approximately 22% of net revenues in fiscal year 2024, down from 36% in fiscal year 2023, with Amazon's contribution dropping from 25% to less than 1% [147]. Divestiture and Acquisitions - The divestiture of Veritone One, a full-service advertising agency, is expected to have a material effect on operations and financial results, with historical results classified as discontinued operations [34]. - The company sold Veritone One, which represented approximately 25% of its revenue for the twelve months ended December 31, 2024, leading to reduced revenue and less diversification [87]. - The company received net proceeds of $55.9 million from the divestiture of Veritone One, using $30.5 million to repay principal on its outstanding term loan [83]. - The company closed its acquisition of Broadbean in June 2023, as part of its growth strategy to enhance its aiWARE platform and expand its product offerings [96]. - The company expanded its international operations into Europe and Asia Pacific following the Broadbean acquisition, with plans for further international expansion [98]. Market and Competitive Landscape - The company faces competition from major technology firms such as Google, Microsoft, and Amazon in the AI-enabled solutions market [61]. - The market for AI-based software applications is relatively new and unproven, with significant uncertainty regarding its growth potential [90]. - Regulatory scrutiny over AI technologies may hinder the adoption of the company's products, impacting future growth potential [90]. - The company plans to expand into new vertical markets, including the Public Sector, but faces challenges in compliance with regulations such as FedRAMP and CJIS [145]. Risks and Challenges - The company faces substantial doubt about its ability to continue as a going concern due to historical negative cash flows and recurring losses [82]. - The company faces risks related to macroeconomic and geopolitical factors, including inflation and the threat of recession, which could negatively impact its business and financial performance [103]. - The company relies on third parties to develop AI models for its platform, which may pose risks if those third parties cease to provide their technologies [108]. - The company is vulnerable to cybersecurity risks, including supply-chain attacks, which have increased in frequency and severity [114]. - The company may experience increased state taxes due to limitations on the use of net operating loss carryforwards under new California legislation [131]. - The company may require additional capital to service its debt obligations and refinance maturing debt, which may not be available on acceptable terms [135]. - The company has experienced volatility in revenue due to reliance on a limited number of key customers, which may affect future revenue predictability [148]. Compliance and Regulatory Issues - The company is subject to stringent data privacy and security obligations, including compliance with GDPR and CCPA, which may impose additional costs and operational changes [169][171]. - Non-compliance with privacy regulations could result in financial penalties up to €20 million or 4% of annual global revenue under the EU GDPR [171]. - The evolving regulatory framework regarding data protection may require the company to fundamentally change its business model [170]. - The company faces significant challenges in transferring personal data from the EEA and UK to the United States due to stringent privacy laws, which could lead to operational disruptions and increased regulatory scrutiny [172]. - Increased regulatory scrutiny on facial recognition technology could limit market demand for the company's IDentify solution, particularly in jurisdictions with enacted bans [182]. Internal Controls and Governance - Management identified multiple material weaknesses in internal control over financial reporting, including insufficient qualified resources and ineffective risk assessment [198]. - The company has not remediated certain material weaknesses as of December 31, 2024, which could lead to misstatements in financial reporting [198]. - The company faces potential adverse regulatory consequences, including investigations or penalties by the SEC or NASDAQ, due to identified material weaknesses [202]. - The board of directors oversees the company's cybersecurity risk management processes, ensuring effective mitigation of cybersecurity threats [222]. Employee and Organizational Aspects - The company has implemented employee engagement surveys to improve company culture and employee satisfaction [76]. - As of December 31, 2024, the company had a total of 487 employees, with 469 being full-time employees [75]. - The company must attract and retain highly skilled personnel to manage its business effectively, facing intense competition for talent in its industry [106]. Cybersecurity Measures - The company has implemented various information security processes to manage material risks from cybersecurity threats to its critical data and systems [216]. - The Chief Information Officer (CIO) and Chief Information Security Officer (CISO) lead the cybersecurity risk management efforts, utilizing both manual and automated tools for threat assessment [217]. - The company maintains a vendor management program to assess and manage cybersecurity risks associated with third-party service providers [220]. - The incident response plan includes escalation procedures for significant cybersecurity incidents to key management personnel and the board of directors [225].

Business Combination Agreements - The Company entered into a Business Combination Agreement with AUM Biosciences Pte. Ltd. on October 19, 2022, which was later terminated on June 8, 2023[19][21]. - The Company plans to enter a business combination with CUBEBIO Co., Ltd., as announced on May 2, 2024[42]. - A non-binding term sheet was entered into with CUBEBIO Co., Ltd. for a proposed business combination, aiming for CUBEBIO to become a public company listed on Nasdaq[150]. - The Company entered into a Business Combination Agreement with CUBEBIO, with a closing expected no later than May 15, 2025[160][163]. - The Company completed a business combination with CH Auto, with the surviving entity expected to trade on Nasdaq[56]. Nasdaq Compliance and Listing - The Company received a notice from Nasdaq on April 3, 2023, indicating it failed to meet the $50,000,000 market value of listed securities requirement for continued listing[23]. - The Company submitted a plan to Nasdaq to regain compliance with the publicly held shares requirement by July 3, 2023, which was accepted on July 18, 2023[26][29]. - On October 23, 2023, the Company received approval to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market[35]. - The Company has regained compliance with Nasdaq's continued listing standards, including the $35,000,000 market value of listed securities standard[37]. - The Company received a notification from Nasdaq confirming compliance with the Minimum Value of Listed Securities (MVLS) Rule, with a market value of $35,000,000 or greater for 10 consecutive business days[44]. - The Company was notified by Nasdaq of delinquency in filing Form 10-K and Form 10-Q, with a compliance plan due by September 2, 2024[45]. - The Company regained compliance with Nasdaq Listing Rule after filing the Form 10-K for the year ended December 31, 2023[47]. - The Company received a notice from Nasdaq on December 13, 2023, indicating it failed to meet the $35 million market value of listed securities requirement[131]. - The Company regained compliance with Nasdaq's MVLS Rule on June 5, 2024, after meeting the $35 million requirement for ten consecutive business days[133]. Financial Performance and Proceeds - The Company completed its IPO on November 16, 2021, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[126]. - A total of $69 million of net proceeds from the IPO and private placements were placed in a trust account for the benefit of public shareholders[128]. - The Company reported a net loss of $374,454 for the year ended December 31, 2024, primarily due to general and administrative expenses of $618,486[167]. - For the year ended December 31, 2023, the company reported a net loss of $2,251,116, with operating costs of $2,654,975 and interest income of $510,728 from investments held in the Trust Account[168]. - The Company generated non-operating income of $265,306 from interest on marketable securities held in the Trust Account[166]. Shareholder Actions and Rights - The Company held an annual meeting where 418,217 shares were tendered for redemption[50]. - Stockholders will have the opportunity to convert their shares for a pro rata portion of the amount in the trust account, initially set at $10.00 per share, plus any interest earned[84]. - If stockholder approval is required, the company will distribute proxy materials and provide stockholders with conversion rights upon completion of the initial business combination[78]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the IPO to prevent manipulation of the vote[85]. - If stockholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[77]. - The company will provide at least 10 days' notice for any stockholder meeting to exercise conversion rights[87]. - If the initial business combination is not completed, public stockholders who elected to convert their shares will not be entitled to a pro rata share of the trust account[93]. - The company will cease all operations and redeem 100% of outstanding public shares if a business combination is not completed by November 16, 2025[94]. - In the event of liquidation, public stockholders may receive less than approximately $10.00 per share due to potential claims from creditors[97]. - The insiders have agreed to cover liquidation costs, currently anticipated to be no more than approximately $15,000[98]. Internal Controls and Compliance - Management identified material weaknesses in internal controls during the audit of the Form 10-K for the year ended December 31, 2023, related to improper classification of investments and errors in earnings per share[205]. - A material weakness was also identified during the review of the Form 10-Q for the period ended March 31, 2024, due to the inability to timely file the Annual Report on Form 10-K[206]. - Management has implemented remediation steps to improve internal control over financial reporting, including enhancing the review process for complex securities and material agreements[210]. - As of December 31, 2024, management assessed that effective internal control over financial reporting was maintained[209]. Future Plans and Strategy - The company aims to identify and acquire businesses with untapped opportunities for building a public company, leveraging management and directors' experiences[62]. - The focus for initial business combinations will be on private companies in North America and Asia Pacific (excluding China) with positive operating cash flow or compelling economics[63]. - The company intends to evaluate target businesses based on criteria such as competitive advantages, strong management, and readiness for public markets[64]. - The company anticipates that the fair market value of the target business must be at least $53,544,000 to satisfy the 80% test for the initial business combination[69]. - The company plans to structure the initial business combination to acquire 100% of the equity interests or assets of the target business[70]. - The company expects to create synergies by bridging high-quality North American production with extensive Asian consumer demand[63]. - The company intends to remain an "emerging growth company" until it has total annual gross revenue of at least $1.07 billion or the market value of its common stock held by non-affiliates exceeds $700 million[73]. - The company may complete its initial business combination through various structures, including mergers and asset acquisitions, with stockholder approval required under certain conditions[75]. - Insiders have agreed to vote in favor of any proposed business combination and will not convert their shares for cash[81]. - The company anticipates that the initial business combination could be completed by August 16, 2024, if suitable targets are not found[80]. Financial Instruments and Liabilities - The Company converted $1,800,000 of vendor liabilities into 450,000 shares of Common Stock at a conversion price of $4.00 per share[32]. - The Company issued a non-interest bearing promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[36]. - The Company satisfied a $300,000 promissory note by converting it into 75,000 shares of Common Stock on September 13, 2023[33]. - An unsecured promissory note of up to $500,000 was issued to the Sponsor, with $300,000 drawn as of the filing date[46]. - The Company issued unsecured promissory notes totaling $1,100,000 to the Sponsor, with amounts due upon consummation of a business combination or liquidation[147][149][154]. - The Company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, which was converted into 75,000 shares of Common Stock[177]. Accounting Standards and Regulations - The Company adopted ASU 2020-06 on January 1, 2023, which did not have a material impact on financial statements and disclosures[196]. - The FASB issued ASU 2023-09 in December 2023, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[197]. - ASU 2023-07, effective for fiscal years beginning after December 15, 2023, mandates disclosures of significant segment expenses and how the chief operating officer uses reported measures of segment profit or loss[198]. - The Company does not believe that any recently issued accounting standards will have a material effect on its financial statements[199]. Operational Restrictions - The company may not consummate any other business combination prior to its initial business combination, as per its operational restrictions[103]. - The company has until November 16, 2025, to consummate its initial business combination, with provisions for extensions[66]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[175]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[189]. - As of December 31, 2024, there were no dilutive securities, making diluted income (loss) per share the same as basic income (loss) per share[195].

Financial Performance - Platform revenue for Q4 2024 was $4.6 million, a decrease from $7.2 million in Q4 2023[4] - Full year 2024 platform net loss was $19.6 million, or $0.89 per diluted share, compared to a net loss of $11.8 million, or $0.59 per diluted share in 2023[4] - Total consolidated revenue for Q4 2024 was $8.7 million, down from $23.9 million in Q4 2023[12] - Consolidated net loss attributable to Caliber for Q4 2024 was $11.4 million, or $0.51 per diluted share, compared to a net loss of $2.4 million, or $0.11 per diluted share in Q4 2023[12] - Consolidated Adjusted EBITDA for Q4 2024 was $1.5 million, down from $6.5 million in Q4 2023[12] - For the year ended December 31, 2024, the net loss attributable to CaliberCos Inc. was $19,777, compared to a net loss of $12,703 for the year ended December 31, 2023[21] - Total revenues for the year ended December 31, 2024, were $51,119,000, a decrease of 43.6% compared to $90,937,000 for the year ended December 31, 2023[41] - Net loss attributable to CaliberCos Inc. for the year ended December 31, 2024, was $19,777,000, compared to a net loss of $12,703,000 for the year ended December 31, 2023, reflecting a 55.5% increase in losses[41] Asset Management - Fair value assets under management (FV AUM) increased by 7.2% to $794.9 million compared to December 31, 2023[7] - Managed capital rose by 12.5% to $492.5 million, with originations of $69.0 million[7] - The fair value of assets under management (FV AUM) as of December 31, 2024, was $794,923, an increase from $741,190 as of December 31, 2023, indicating a growth of approximately 7.2%[32] - The total real estate FV AUM as of December 31, 2024, was $716,600, an increase from $647,200 as of December 31, 2023, representing a growth of approximately 10.7%[32] - Asset management revenues for the three months ended December 31, 2024, were $3,953,000, down from $4,325,000 for the same period in 2023, a decline of 8.6%[41] Cost Management - The company plans to implement $6 million in annualized cost reductions starting in 2025[5] - The total expenses for the three months ended December 31, 2024, were $14,041, compared to $30,665 for the same period in 2023, showing a decrease of approximately 54.3%[24] - Operating costs for the year ended December 31, 2024, totaled $23,939,000, an increase of 12.3% from $21,311,000 in 2023[41] Shareholder Metrics - The weighted average common shares outstanding for the three months ended December 31, 2024, were 22,456, compared to 21,270 for the same period in 2023, reflecting an increase of about 5.6%[25] - The weighted average common shares outstanding increased from 21,270,000 in 2023 to 22,456,000 in 2024, reflecting a 5.6% increase[41] Earnings and Losses - Fee-Related Earnings for Q4 2024 was $(11,388) thousand, compared to $(2,361) thousand in Q4 2023, indicating a decline[53] - Distributable Earnings for Q4 2024 was $(2,570) thousand, a decrease from $(579) thousand in Q4 2023[53] - Platform Adjusted EBITDA for Q4 2024 was $(1,002) thousand, compared to $1,553 thousand in Q4 2023, showing a significant drop[53] - The net income attributable to CaliberCos Inc. for the year ended December 31, 2024, was $(19,777) thousand, compared to $(12,703) thousand in 2023[53] Investment and Impairment - The company had invested $16.1 million in its funds as of December 31, 2024, down from $18.3 million as of December 31, 2023[36] - The company recorded an investment impairment of $4,304 thousand for the year ended December 31, 2024[53] Interest and Liabilities - The interest expense for the three months ended December 31, 2024, was $(1,466), compared to $(1,309) for the same period in 2023, indicating an increase of about 12%[25] - Interest expense for the year ended December 31, 2024, was $4,865 thousand, an increase from $4,367 thousand in 2023[53] - Total liabilities decreased from $233,414,000 as of December 31, 2023, to $94,282,000 as of December 31, 2024, a reduction of 59.7%[43] Cash and Liquidity - Cash and restricted cash increased from $3,509,000 as of December 31, 2023, to $4,348,000 as of December 31, 2024, indicating improved liquidity[42] New Initiatives - Caliber has launched the Caliber 1031 Exchange program to provide investors access to curated real estate investment opportunities[12] - The company aims to achieve positive net operating income for the full year 2025 with a refined focus on hospitality, multi-family, and multi-tenant industrial asset classes[5]

Financial Performance - Total assets as of December 31, 2024, were $27.7 million[7] - Total shareholders' equity as of December 31, 2024, was $11.8 million[7] - Fourth quarter revenue was $149 thousand, representing a sequential increase of 55% over Q3 2024[7] - Full year 2024 revenue totaled $420 thousand[7] - Net loss for the fourth quarter was $5.6 million, with $3.1 million attributed to non-cash charges[7] - Total net loss for 2024 was $16.6 million, of which $7.5 million were non-cash charges[7] Product Development and Sales - The first sales of LockeT occurred in Q2 2024 and grew sequentially each quarter through the end of the year[1] - 26 institutions evaluated LockeT by year-end, either conducting or having completed their evaluations[1] - CE Mark for LockeT is anticipated in Q2 2025, allowing sales in 32 European countries[1] - Randomized Controlled Trial (RCT) for VIVO is planned to begin in Q3 2025[1]

Store Operations - The Famous Footwear segment operated 846 stores at the end of 2024, selling primarily branded footwear for the entire family[15]. - The company operated 114 retail stores at the end of 2024, up from 98 in 2023, with plans to open approximately five new Allen Edmonds stores and 13 net new Sam Edelman stores in 2025[44]. - The company anticipates opening approximately eight new retail store locations and closing about 18 in 2025[22]. - The company operates 60 retail stores in the U.S. and 54 in East Asia under the Brand Portfolio segment[15]. - The company has 120 international branded stores operated by third parties through franchise agreements at the end of 2024[15]. Sales and Revenue - Net sales for women's footwear accounted for 60% in 2024, while men's footwear represented 21%, children's footwear 12%, and clothing and accessories 7%[16]. - The Brand Portfolio segment sold approximately 32 million pairs of shoes on a wholesale basis during 2024, with licensed products accounting for about 14% of sales[42]. - The backlog of unfilled wholesale orders as of February 1, 2025, was approximately $260.2 million, an increase from $234.5 million on February 3, 2024[53]. - The Famous Footwear segment's retail price points typically range from $20 for shoes to $300 for boots[19]. - Approximately 5% of Famous Footwear's net sales come from company-owned and licensed products sold by the Brand Portfolio segment[18]. Marketing and Advertising - Famous Footwear's marketing expenses in 2024 were approximately $56.4 million, aimed at reinforcing brand connection with consumers[24]. - The company invested approximately $78.3 million in advertising and marketing support for its Brand Portfolio segment in 2024[46]. Sourcing and Inventory - In 2024, the sourcing operations sourced approximately $494.4 million of shoes, with China and Vietnam being the largest sourcing countries at $244.7 million and $210.2 million, respectively[51]. - Approximately 25% of inventory receipts were sourced through speed programs during 2024, with expectations for continued growth in 2025[43]. - The Famous Footwear segment's distribution systems allow for weekly merchandise deliveries to stores, ensuring adequate stock[23]. Employee and Workforce - The company employs approximately 9,400 individuals, with 4,800 full-time and 4,600 part-time employees as of February 1, 2025[55]. - The company offers a comprehensive benefits package, including competitive salaries, health insurance, retirement plans, and education assistance[56]. - The company emphasizes health and safety training for newly hired associates, ensuring compliance with its Occupational Health and Safety Program[57]. - The company has no employees under union contracts in the U.S., with only 25 warehouse employees in Canada under a union contract expiring in October 2025[55]. Business Strategy and Goals - The Company signed a definitive agreement to acquire Stuart Weitzman for $105 million, expected to close in summer 2025, enhancing the Brand Portfolio segment[16]. - The company anticipates expanding its Naturalizer presence in East Asia with the opening of approximately five new stores in 2025[44]. - The company anticipates expanding the Sam Edelman presence in East and Southeast Asia with approximately 13 net new stores in 2025[44]. - The company aims to achieve its responsible business goals by 2025, focusing on eco-conscious products and practices[59]. - The company is committed to responsible business initiatives, focusing on sustainable practices and waste elimination in manufacturing[58]. - The company aims to use environmentally preferred materials and ensure compliance with global labor standards in its supply chain[59]. - The business is seasonal, with higher sales during back-to-school and holiday seasons, although earnings distribution has become more balanced in recent years[64]. - The company competes in a highly fragmented market with various retail formats, including traditional stores and e-commerce[60]. - The company has a steering committee to manage responsible business goals and metrics, with a report expected in spring 2025[59]. Product Offerings - The Brand Portfolio segment includes a variety of owned and licensed brands, with products sold at various price points ranging from $50 to $2,995[26][29]. - The Favorite Daughter Shoes line is set to launch in Fall 2025, with price points ranging from $195 to $495[39].

Company Operations - Kroger operates 2,731 supermarkets across 35 states and the District of Columbia, with 2,273 having pharmacies and 1,702 featuring fuel centers[23]. - Approximately 63 million households are served annually, with over 95% of transactions linked to a Kroger loyalty card[31]. - As of February 1, 2025, Kroger owns 33 food production plants, contributing to the production of approximately 31% of its private label items[30]. - Kroger has implemented over 200 business continuity plans to manage risks related to natural disasters and supply chain disruptions[44]. - The company is investing in technology and processes to fulfill customer orders conveniently and cost-effectively, which is essential for maintaining competitiveness in the evolving retail landscape[54]. - The company is committed to developing a relevant digital experience for customers, which is crucial for the success of its digital business[55]. - The company plans to invest in major store projects to increase both in-store and online sales, aiming to serve more households[122]. - Total supermarket square footage increased to 182 million in 2024 from 180 million in 2023, with 16 new stores opened[215]. Financial Performance - Total sales for 2024 were $147.123 billion, a decrease of 1.9% compared to $150.039 billion in 2023[127]. - Operating profit reached $3.849 billion, representing a 24.3% increase from $3.096 billion in 2023[127]. - Net earnings attributable to The Kroger Co. were $2.665 billion, a 23.2% increase compared to $2.164 billion in 2023[127]. - Digital sales exceeded $13.0 billion in annual sales, with Delivery solutions growing by 18% in 2024[132]. - Share repurchases totaled $4.194 billion, including 68.4 million shares at an average price of $61.31 per share[129]. - Dividends paid increased by 10.9% to $883 million, with dividends per common share rising to $1.22[127]. - The company reported a cumulative total shareholder return of 255.56% from 2019 to 2024, outperforming both the S&P 500 Index and its peer group[107]. - The effective income tax rate decreased to 20.0% in 2024 from 23.5% in 2023, influenced by tax benefits from the sale of Kroger Specialty Pharmacy[179]. Employee and Labor Relations - Kroger invested approximately $192 million in associate training and development in 2024, with a focus on onboarding and leadership programs[35]. - The average hourly wage for Kroger associates exceeded $19 in 2024, reflecting a 38% increase over the past seven years, totaling over $2.7 billion in wage investments[38]. - Nearly two-thirds of associates are covered by collective bargaining agreements, with approximately 350 agreements in place, which could impact financial condition if negotiations fail[57]. - The company is committed to fair wages and benefits, but changes in wage regulations could affect future financial performance[58]. - Recent key executive changes may pose challenges in recruitment and retention of qualified associates, potentially impacting business operations[59]. Digital and Marketing Strategy - Kroger's seamless digital ecosystem includes Pickup and Delivery services available at 2,412 supermarkets, enhancing customer convenience[28]. - Kroger's retail media business, Kroger Precision Marketing, is a key driver of digital profitability and alternative profit streams[31]. - The company aims to grow profits by increasing loyal households, customer traffic, and digitally engaged customers, leveraging data insights from its retail grocery business[53]. - Kroger's digital sales are expected to grow at a double-digit rate, outpacing other food-at-home sales over time[122]. Risks and Challenges - The competitive environment is characterized by intense competition from various retail formats, including online retailers and grocery delivery services, which increases the need for the company to adapt quickly to customer preferences[52]. - The company faces risks related to its ability to compete effectively and meet customer expectations, which could adversely affect its financial condition and results of operations[51]. - The company anticipates significant costs associated with replacing refrigerant infrastructure due to climate-related legislation[43]. - Rapid developments in AI technology may increase competitive and security risks, necessitating further investment in innovation and compliance[61]. - The company faces potential liabilities from payment processing systems, including compliance with PCI DSS standards, which could affect financial results if breached[69]. - Indebtedness may limit the ability to secure additional financing and increase vulnerability to economic downturns[70]. - Compliance with evolving laws and regulations could increase operational costs and affect financial performance[71]. - Future regulatory changes regarding health and safety standards could significantly increase business costs and operational requirements[74]. - Kroger estimates exposure to ongoing legal proceedings, including opioid litigation, which could result in substantial losses[75]. Shareholder Returns and Investments - In 2024, Kroger paid quarterly cash dividends of $0.29 and $0.32 per share, with an expectation to continue increasing dividends over time based on earnings[103]. - Kroger's total shareholder return is projected to be within the target range of 8% to 11% over time[121]. - A $7.5 billion share repurchase program was approved on December 11, 2024, replacing the previous September 2022 program[218]. Pension and Financial Liabilities - The company anticipates an increase in contributions to multi-employer pension plans, potentially affecting financial condition and cash flows[77]. - Kroger bears investment risk for two multi-employer pension plans and may need to make additional contributions if investment results are unfavorable[78]. - Cash contributions to multi-employer pension plans were $398 million in 2024, down from $635 million in 2023 and $620 million in 2022[199]. - The estimated share of underfunding of multi-employer pension plans was approximately $1.9 billion as of December 31, 2024, a decrease of $630 million from $2.5 billion in 2023[202].