Transaction Details - The Seller desires to contribute certain Equity Interests valued at $108,000,000 in exchange for 4,186,062 Common Units and PubCo Shares[13] - The Rollover Amount for the contributed Equity Interests is set at $108,000,000[13] - The Purchaser will acquire all Purchased Equity from the Seller for cash consideration as per the agreement terms[15] - The agreement includes provisions for post-closing adjustments related to net working capital[2.3] - The agreement outlines the covenants regarding public announcements and confidentiality[6.1] - The Closing Cash will be calculated as of 12:01 AM on the Closing Date[22] - The agreement specifies that any taxes included in the Closing Indebtedness will be calculated as of the end of the Closing Date[22] - The aggregate purchase price for the Purchased Equity is set at $134,000,000, subject to adjustments based on Estimated Closing Cash and Net Working Capital[89] - The Adjusted Purchase Consideration will be modified based on the Final Net Working Capital, Closing Cash, Closing Indebtedness, and Company Transaction Expenses[102] - The Purchaser is required to pay the Estimated Closing Indebtedness and Estimated Company Transaction Expenses on behalf of the Seller at Closing[90] - The Company must provide a Company Closing Certificate detailing estimates of Net Working Capital, Closing Cash, Closing Indebtedness, and Company Transaction Expenses at least two business days prior to Closing[93] - If the Final Purchase Consideration is less than the Adjusted Purchase Consideration, the Purchaser and Seller will follow specific procedures for payment adjustments[107] - The Purchaser must issue shares of Class A Common Stock as part of the transaction, as detailed in the agreement[90] - The methodology for calculating Net Working Capital is defined in Exhibit 2.3 and will take precedence over conflicting terms in the agreement[92] - The Purchaser is obligated to provide a Purchaser Closing Certificate within 90 days post-Closing, detailing the final calculations of Net Working Capital and other financial metrics[96] - Withholding taxes may be deducted from payments as required by applicable law, affecting the final amounts received by the Seller[110] Financial Performance - The Company reported a revenue of $2.4 billion for the last quarter, representing a 15% increase year-over-year[1] - User data showed a growth in active users to 10 million, up from 8 million in the previous quarter, indicating a 25% increase[2] - The Company expects revenue guidance for the next quarter to be between $2.5 billion and $2.7 billion, reflecting a growth rate of 10% to 12%[3] - New product launches are anticipated to contribute an additional $300 million in revenue over the next fiscal year[4] - The Company reported a net income of $400 million, which is a 20% increase compared to the same quarter last year[9] - The company reported a closing cash of $2.6 billion, indicating a decrease of 2.6% compared to the previous period[82] - Estimated closing indebtedness stands at $2.6 billion, reflecting a 2.6% decrease[82] - The estimated net working capital is $2.4 billion, which is a 2.4% decrease from the last report[82] - The company’s financial statements show a total of $3.8 billion in historical financial statements, marking a 3.8% decrease[82] - The estimated company transaction expenses are $2.4 billion, which is a 2.4% decrease[82] - The company’s estimated closing cash for equity interests is $2.4 billion, showing a 2.4% decrease[82] - The company’s estimated closing working capital is $2.4 billion, reflecting a 2.4% decrease[82] - The company reported a closing date net working capital of $2.5 billion, which is a 2.5% decrease[82] Strategic Initiatives - The Company is investing $50 million in R&D for new technologies aimed at enhancing user experience and operational efficiency[5] - Market expansion plans include entering three new countries by the end of the fiscal year, projected to increase market share by 5%[6] - The Company has completed a strategic acquisition of a smaller competitor for $150 million, expected to enhance product offerings and customer base[7] - Cost reduction strategies implemented are projected to save approximately $20 million annually[8] - The Company plans to increase its marketing budget by 30% to support new product launches and market expansion efforts[10] Compliance and Legal Matters - The Company is subject to various laws and regulations that govern its operations and business practices[51] - The Company has timely filed all required Tax Returns and paid all Taxes due, with no current extensions for filing or payment[140] - There are no Liens for Taxes upon the Company's assets, other than Permitted Liens[141] - The Company has not been subject to any federal, state, local, or foreign Tax audits or proceedings regarding its Taxes or Tax Returns[145] - The Company has collected and remitted all material sales, use, and similar Taxes required to be collected[155] - The Company is in compliance with all labor and employment laws, with no current complaints pending against it before labor authorities[183] - There are no claims currently pending or threatened against the Company by any current or former employee regarding their employment[184] - The Company has not engaged in layoffs sufficient to trigger WARN Act provisions[186] - The Company is in compliance with all Environmental Laws and has obtained all necessary Environmental Permits for its operations[196] - The Company has not generated or disposed of any hazardous substances in compliance with applicable Environmental Laws[197] - The Company has not assumed any liability related to Environmental Laws[199] - The operations of the Company have not exposed employees to hazardous substances beyond applicable limits[199] - The Company is currently in compliance with all applicable laws and has maintained this compliance for the past five years[200] Corporate Governance - The Company has all requisite corporate power and authority to enter into the Agreement and carry out the transactions contemplated[112] - The Company has implemented a system of internal control over financial reporting to ensure reliability in financial reporting[136] - The Company has good and valid title to all material tangible assets, which are in good working condition and sufficient for business operations[123] - The Company does not own any real property but leases two parcels in Sugar Hill, Georgia, under valid leases[118] - The Company has not received any written notice alleging infringement of any Intellectual Property of any third party in the last two years[128] - The Company maintains security measures to protect Personal Information and has not experienced any significant security breaches[129] - The Company has no other liabilities except those adequately reflected in the balance sheet as of the date of the Interim Financial Statements[137] - The Company has a complete list of Material Contracts, including those involving payments exceeding $250,000 during any twelve-month period[175] - All insurance policies maintained by the Company are in full force and effect, with no outstanding claims pending under these policies[179]
Civil Infrastructure(CDNL) - 2025 Q4 - Annual Results