Core Viewpoint - Zoomcar Holdings, Inc. is initiating a voluntary exchange offer for its outstanding warrants in an effort to simplify its capital structure and reduce administrative complexity [4][5] Group 1: Offer to Exchange - The company is offering to exchange various classes of existing warrants for shares of its common stock at specified ratios [3][4] - The exchange is part of a broader strategy to consolidate equity capitalization and reduce the number of outstanding warrant instruments [4] - Holders of existing warrants must tender their warrants according to the procedures outlined in the Schedule TO before the expiration date [6] Group 2: Bridge Financing - The company has launched a bridge financing initiative of up to $5 million, with a minimum offering amount of $2 million, conducted as a private placement [2][9] - The securities in the bridge financing consist of units priced at $1,000 each, including one share of Series A Convertible Preferred Stock and one warrant to purchase common stock [10] - The proceeds from the bridge financing will be used for general corporate purposes, including working capital and funding ongoing operations [12]

Core Viewpoint - Blum Holdings, Inc. has successfully converted approximately $3.05 million of outstanding indebtedness into common stock, simplifying its capital structure and reducing legacy obligations [1][2][4] Group 1: Debt Conversion Details - The conversion was executed at a fixed price of $0.98 per share, equating to 85% of a $20.9 million pre-money valuation on a fully diluted basis, resulting in the issuance of 3,248,547 shares of common stock [2] - The converted debt was fully cancelled and satisfied, significantly reducing the company's legacy unsecured obligations [2] Group 2: New Financing Arrangement - In conjunction with the debt conversion, Blum Holdings executed a $525,000 senior secured promissory note, consolidating two previously issued unsecured notes [3] - The new note carries an interest rate of 8.0% per annum, matures on December 31, 2027, and is secured by substantially all of the company's assets, with the option for prepayment without penalty [3] Group 3: Company Overview - Blum Holdings is a leader in the cannabis sector, operating dispensaries throughout California and owning several prominent brands, including Korova, known for high potency products [5] - The company aims to leverage its ecosystem to enhance customer and retail investor acquisition, increase brand awareness, and create value across its portfolio [5]

Financial Data and Key Metrics Changes - Total company sales for Q4 2024 were $664 million, a 14% sequential decrease and 10% lower than the same quarter a year ago [28] - Adjusted EBITDA for Q4 was $32 million, or 4.8% of sales, with full year adjusted EBITDA reaching $220 million, or 6.7% [34][39] - The company generated $268 million in operating cash flow from continuing operations for the full year, the highest level in years [12][36] Business Line Data and Key Metrics Changes - Gas utility sales in Q4 were $253 million, a decline of $40 million or 14%, primarily due to reduced customer activity and delayed spending [29] - The diet sector revenue for Q4 was $208 million, a decrease of $31 million or 13% due to timing of project deliveries [30] - DTI sector revenue for Q4 was $203 million, down $36 million or 15% due to reduced upstream activity [31] Market Data and Key Metrics Changes - International revenue for Q4 was $122 million, down $5 million or 4% from lower turnaround activity [31] - The international segment achieved 14% year-on-year revenue growth in 2024, marking the second consecutive year of double-digit growth [32] Company Strategy and Development Direction - The company simplified its capital structure by repurchasing convertible preferred shares and extending its asset-based lending facility maturity to 2029 [10][11] - A three-pronged capital allocation strategy targets a net debt leverage ratio of less than 1.5 times, returning cash to shareholders, and investing in future growth [12] - The company initiated several growth initiatives and strategic supply agreements to enhance customer service and product offerings [12] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2025, projecting low to upper single-digit percentage revenue increases compared to 2024 [15][39] - Key growth drivers include improving fundamentals in the gas utilities sector, inflationary pressures on product pricing, and a strong outlook for midstream natural gas projects [16][20] - The company expects to maintain adjusted gross margins of approximately 21% and generate at least $100 million in operating cash flow in 2025 [39][42] Other Important Information - The company has initiated a remediation plan to address inventory cycle count compliance issues detected late in the year [9] - The Emtek joint venture aims to enhance gas meter sales by incorporating automatic meter reading technology, potentially unlocking tens of millions in revenue [24][72] Q&A Session Summary Question: Revenue guidance and strength sustainability - Management noted a 19% increase in backlog in the U.S. segment, indicating strong customer signals and optimism for revenue growth in 2025 [51][52] Question: Gross margin guidance - Management indicated that the 21% gross margin guidance includes a modest amount of inflation but does not fully account for potential tariff impacts [62][68] Question: International market outlook - Management highlighted strong project activity in Europe and Asia Pacific, with a significant international backlog of $254 million, the largest in years [79] Question: Capital allocation priorities - Management emphasized a focus on maintaining a prudent balance sheet while executing the $125 million share repurchase program and considering M&A opportunities as the balance sheet improves [85][88]