Business Combination - The proposed business combination with Profusa, Inc. is based on a pre-transaction equity value of $155 million, with a minimum available cash condition of $15 million required for closing[144][145][146]. - Profusa stockholders may receive up to 3,875,000 additional shares of NorthView Common Stock based on future revenue and stock-price milestones, including achieving $5.1 million in revenue for fiscal year 2023 and $73.1 million for fiscal year 2024[147]. - Amendment No. 1 revised revenue milestones to $11.86 million for fiscal year 2024 and $99.7 million for fiscal year 2025[148]. - The company extended its combination period from December 22, 2023, to March 22, 2024, with 140,663 shares redeemed, leaving 6,027,219 shares outstanding[159]. - The company has amended the Merger Agreement multiple times to adjust revenue milestones and financing conditions, with the latest amendment extending the deadline for certain milestones to December 31, 2025[156]. - The company held a special meeting on June 9, 2025, where stockholders approved the Merger Agreement and related transactions[165]. - Following the June 9, 2025 meeting, 52,784 public shares were redeemed, leaving 5,295,527 shares outstanding[166]. Financial Performance - As of March 31, 2025, the company reported a net loss of $1,119,910, with operating costs amounting to $583,581 and interest income of $79,925 from the Trust Account[172]. - The company had a working capital deficit of $13,191,353 and restricted cash of $18,450 as of March 31, 2025[174]. - For the three months ended March 31, 2024, the company reported a net loss of $820,277, with operating costs of $470,841 and interest income of $116,664[173]. - Cash used in operating activities for the three months ended March 31, 2025, was $362,441, impacted by changes in fair value of warrant liabilities and convertible notes[175]. - The company incurred $0 in administrative service fees for the three months ended March 31, 2025, and $50,000 was recorded as due to a related party[186]. - The fair value of the company's convertible promissory note was reported at $9,133,382 as of March 31, 2025[181]. - The company did not have any off-balance sheet arrangements or long-term debt as of March 31, 2025[184][185]. Going Concern - The company is expected to incur significant costs in pursuing its initial business combination, with no assurance of success in raising capital[143]. - The company has until June 22, 2025, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed[182]. Financing Activities - The company entered into a securities purchase agreement for up to $22.22 million in senior secured convertible promissory notes[150]. - The company amended its Convertible Working Capital Promissory Note to increase the principal amount to $2.5 million, with a conversion price of $2.22 per share[168]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[196]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures and audit requirements[197]. - Exemptions from the JOBS Act will apply for five years post-initial public offering or until the company is no longer classified as an "emerging growth company," whichever comes first[198]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[199]. Operational Status - The company has not commenced any operations and has not generated any operating revenues to date, relying on interest income and unrealized gains from the Trust Account[171].

Customer Growth and Segments - As of March 31, 2025, the Banking segment had 2,515,000 customers, a significant increase from 904,000 customers as of March 31, 2024, representing a growth of approximately 177%[37] - As of March 31, 2025, the Brokerage segment had 683,000 total customer accounts, up from 530,000 accounts as of March 31, 2024, marking a growth of approximately 29%[56] - As of March 31, 2025, Freedom Life had 572,872 customers and 1,038,516 active contracts, while Freedom Insurance had 597,375 customers and 824,838 active contracts[47] - Monthly active users (MAU) reached 1.02 million in March 2025, a 12% year-on-year increase, with daily active users (DAU) averaging 183,000[63] Financial Performance - Freedom Life experienced a 156% increase in gross insurance premiums written for the fiscal year ended March 31, 2025, compared to the previous fiscal year, and recognized a net profit of approximately $15.3 million[47] - Freedom Insurance had a 107% increase in written insurance premiums received for the fiscal year ended March 31, 2025, and also recognized a net profit of approximately $15.3 million[47] - The loan portfolio in the Banking segment increased by 16%, while the deposit portfolio increased by 41% compared to March 31, 2024[39] - The Other segment accounted for $144.0 million, or 7%, of total revenue for the fiscal year ended March 31, 2025, primarily from payment processing services and online ticket sales[57] Digital Ecosystem and Technology - The company operates a digital fintech ecosystem that integrates banking, payments, credit, brokerage, and insurance services through a single interface[58] - The FreedomSuperApp supports multi-currency accounts and integrates with over thirty government and commercial data sources, enhancing user experience[62] - The average time from application to disbursement for digital mortgages is now under 24 hours, significantly improved from several weeks[70] - The company’s proprietary Tradernet software platform is a key technology product, contributing to its service appeal and success[115] Employee and Workforce - As of March 31, 2025, the company employed 8,764 employees, with 8,691 full-time and 73 part-time, across 22 countries[90] - The workforce included 4,212 women and 4,479 men, highlighting a commitment to diversity in multi-ethnic cultures[90] Regulatory and Compliance - The company holds various licenses across jurisdictions, including brokerage licenses in Kazakhstan, Cyprus, the United States, Armenia, and Uzbekistan, as well as banking and insurance licenses[118] - The company’s telecommunications and media subsidiaries hold licenses for local telephone services, internet access, and broadcasting, subject to various regulatory requirements[119] - Freedom KZ and Freedom Global are currently implementing a verification platform across all brokerage companies, banks, and other entities within the group[129] - Freedom Bank KZ utilizes a database integrated with its banking system to check customers against over 715 lists from international and national security agencies[130] Environmental and Social Responsibility - In fiscal year 2025, the company completed an inventory of greenhouse gas emissions for all environmentally material subsidiaries, aligning with sustainability goals[110] - The company established the Freedom Shapagat Corporate Fund in August 2023 to pursue social, charitable, and educational goals through voluntary contributions[105] - The company provided financial support for the Oasis Project, focusing on ecological restoration in the Aral region[111] Risk Management - The company is exposed to interest rate risk, particularly in Kazakhstan, where a 200 basis point increase in interest rates could lead to a decline in the fair market value of the trading portfolio by $87.7 million[552] - A hypothetical 100 basis point decrease in interest rates could result in an increase in the fair market value of the trading portfolio by $50.7 million[553] - The company manages foreign currency exchange risk by holding financial liabilities in the same currency and may use forward, swap, and option contracts to mitigate exposures[555] - Geopolitical risks, including the Russia-Ukraine war, have contributed to increased volatility in global financial markets, impacting the company's operations and liquidity[577] Financial Position and Investments - As of March 31, 2025, the company's exposure to equity investments at fair value was $111.1 million, down from $126.1 million in 2024, indicating a decrease of approximately 11.8%[558] - The company reported a total loss of $90.0 million in 2025 compared to $76.5 million in 2024, reflecting an increase of 17.8%[560] - Trading securities losses amounted to $131.3 million in 2025, significantly lower than the $342.5 million loss in 2024, indicating a reduction of 61.7%[560] - Margin lending receivables from customers reached $3.3 billion, with $2.3 billion attributable to three non-related party customers, indicating significant concentration risk[564]

IPO and Financing - The company completed its Initial Public Offering on May 5, 2025, raising $240 million from the sale of 24 million Class A ordinary shares at $10.00 per share[104]. - A total of $240 million from the IPO proceeds was placed in a Trust Account, which may only be invested in U.S. government securities or held as cash until the completion of a Business Combination[106]. - The company has secured a commitment from the Sponsor for a loan of up to $1.75 million to cover transaction costs related to the Business Combination[111]. - The Sponsor has agreed to lend the company up to $3.6 million in connection with the Business Combination, with a conversion option into Class A ordinary shares[117]. Financial Performance - As of March 31, 2025, the company reported a working capital deficit of approximately $257,000[110]. - The company incurred a net loss of approximately $27,000 for the three months ended March 31, 2025, primarily due to general and administrative expenses[113]. - The company has not generated any revenues to date and will not do so until after the completion of a Business Combination[113]. Business Combination Timeline - The company has until May 5, 2027, to complete a Business Combination, or it will cease operations and redeem Public Shares[107]. - The company engaged Cantor Fitzgerald & Co. as an advisor for the Business Combination, agreeing to pay a fee of $8.4 million upon consummation[116]. Regulatory and Reporting Status - The company is classified as an emerging growth company and has opted not to comply with new or revised financial accounting standards until private companies are required to do so[121]. - As of March 31, 2025, the company reported no off-balance sheet arrangements or contractual obligations[124]. - The company qualifies as a smaller reporting company and is not required to provide extensive market risk disclosures[125].

User Engagement and Metrics - As of April 30, 2025, the Zedge App had been installed nearly 707 million times and had 22.1 million monthly active users (MAU), a decrease of 20.2% compared to the same period last year[100][117]. - Zedge App's Monthly Active Users (MAU) decreased by 20.2% to 22.1 million in Q2 2025 from 27.7 million in Q2 2024[119]. - Approximately 896,000 active subscribers were reported as of April 30, 2025, following the introduction of a subscription tier in the iOS version of the app[103]. - Emojipedia received approximately 46.3 million monthly page views and had about 10.9 million MAU as of April 30, 2025, with 49.7% of users located in well-developed markets[111]. Revenue and Financial Performance - Average Revenue Per Monthly Active User (ARPMAU) for the three months ended April 30, 2025, increased by 32.7% year-over-year, driven by higher advertising prices and strong subscription revenue growth[118]. - Total revenues for Q2 2025 were $7,757, a slight increase of 1.3% compared to $7,658 in Q2 2024[130]. - Subscription revenue for the three months ended April 30, 2025, increased by 13.4%, while subscription billings rose by 22.9% compared to the same period last year[118]. - Subscription revenue increased by 13.4% to $1,272 in Q2 2025 from $1,122 in Q2 2024, driven by new subscription offerings[134]. - Other revenues surged by 109.2% to $431 in Q2 2025 from $206 in Q2 2024, primarily due to increased Zedge Premium net revenue[135]. - Zedge Premium net revenue increased by 112.9% to $430 in Q2 2025 from $202 in Q2 2024, attributed to AI generative features[132]. - For the nine months ended April 30, 2025, subscription billings increased by 33.4% compared to the same period in the prior year[138]. Operational Challenges and Restructuring - The acquisition of GuruShots has faced challenges, leading to a restructuring plan aimed at achieving breakeven and revamping the offering to attract new users[108]. - Monthly Active Payers (MAP) for GuruShots decreased by 33.8% to 3,578 in Q2 2025 from 5,408 in Q2 2024[126]. - Average Revenue Per Monthly Active Payer (ARPMAP) for GuruShots decreased by 17.1% to $44.1 in Q2 2025 from $53.2 in Q2 2024[126]. - For the nine months ended April 30, 2025, income from operations related to the Zedge Marketplace decreased by 50.6% to $2.2 million from $4.5 million in the prior year, primarily due to higher user acquisition costs and restructuring charges[170]. - For the nine months ended April 30, 2025, the loss from operations related to GuruShots decreased by 70.8% to $4.8 million from $16.3 million in the prior year, mainly due to the prior period's impairment loss of $11.9 million on intangible assets[171]. Expenses and Cost Management - Selling, general and administrative (SG&A) expenses decreased by 6.1% to $6,343,000 in Q3 2025 compared to Q3 2024, with SG&A as a percentage of revenues at 81.8% compared to 88.2%[145][146]. - SG&A expenses increased by 8.0% to $20,278,000 in the nine months ended April 30, 2025, with SG&A as a percentage of revenues rising to 92.5% from 83.4%[147]. - Stock-based compensation expenses decreased by 11.7% to $603,000 in Q3 2025 compared to Q3 2024, and by 21.8% to $1,308,000 in the nine months ended April 30, 2025 compared to the same period in the prior year[149][150]. - Depreciation and amortization expenses decreased by 61.4% to $583,000 in Q3 2025 compared to Q3 2024, and by 56.4% to $924,000 in the nine months ended April 30, 2025[153][154]. Cash Flow and Financial Position - As of April 30, 2025, the company had cash and cash equivalents of $20.4 million and working capital of $17.5 million, compared to $20.0 million and $17.7 million, respectively, at July 31, 2024[172]. - Net cash provided by operating activities for the nine months ended April 30, 2025, was $2.7 million, a decrease from $5.2 million in the prior year, primarily due to a net loss of $1.8 million adjusted for non-cash items[175][176]. - In the nine months ended April 30, 2025, the company repurchased 683,506 shares of Class B common stock for approximately $2.0 million, compared to 60,206 shares for approximately $152,000 in the prior period[179]. - The company does not anticipate paying dividends on common stock until achieving sustainable profitability and retaining minimum cash reserves[181]. - One major customer represented 35% of revenue for the nine months ended April 30, 2025, compared to two customers representing 31% and 10% in the prior year[183]. - Cash used in investing activities for the nine months ended April 30, 2025, was primarily for capitalized software and technology development costs[177]. External Factors and Risks - The majority of users and employees are located outside the U.S., exposing the company to foreign exchange fluctuations and macroeconomic uncertainties[96]. - The ongoing geopolitical conflicts, particularly in Israel, have raised concerns about potential business disruptions and implications for the company's operations[97]. - Interest and other income, net decreased by 18.1% to $154,000 in Q3 2025 compared to Q3 2024, while it increased by 16.8% to $507,000 in the nine months ended April 30, 2025[158][159]. - The net loss resulting from foreign exchange transactions was $41,000 in Q3 2025, a decrease from a loss of $80,000 in Q3 2024, and for the nine months ended April 30, 2025, the loss was $223,000 compared to $141,000 in the prior year[161][162]. - Income tax expense was $88,000 in Q3 2025 compared to an income tax benefit of $137,000 in Q3 2024, resulting from a pre-tax income of $273,000 in the current year period[166].

Financial Performance - Net sales increased to $4.5 billion, a 5.4% increase over the comparable prior year quarter, driven by a 5.4% increase in same store sales on a constant currency basis[76][80] - Operating profit decreased 3.8% to $866.2 million, and net income decreased 6.6% to $608.4 million for the quarter, impacted by unfavorable foreign currency exchange rates[76][86] - Domestic commercial sales increased by $123.2 million to $1.3 billion, or 10.7% over the comparable prior year[80] - Net income for the fiscal year ended August 26, 2023, was $2,528,426, an increase from $1,663,585 for the thirty-six weeks ended May 6, 2023[116] - EBITDAR for the fiscal year ended August 26, 2023, was $4,471,048, compared to $2,934,533 for the thirty-six weeks ended May 6, 2023, reflecting a significant growth[116] Profitability Metrics - Gross profit for the quarter was $2.4 billion, with a gross profit margin of 52.7%, down from 53.5% in the prior year due to higher inventory shrink and new distribution center startup costs[82] - Gross profit for the thirty-six weeks was $6.7 billion, with a gross profit margin of 53.2%, slightly down from 53.4% in the prior year[89] - Adjusted after-tax return on invested capital (ROIC) for the trailing four quarters ended May 10, 2025, was 43.5%, down from 51.4% in the prior year[104] - The effective tax rate over the trailing four quarters was 20.6%[117] - The effective income tax rate increased to 20.4% for the thirty-six weeks ended May 10, 2025, compared to 19.8% in the prior year[92] Operating Expenses and Cash Flow - Operating expenses increased to $1.5 billion, representing 33.3% of sales, up from 32.2% in the prior year, primarily due to increased self-insurance expenses[83] - Net cash flows from operating activities for the thirty-six weeks ended May 10, 2025, were $2.2 billion, an increase from $1.9 billion in the prior year[97] - Capital expenditures for the thirty-six weeks ended May 10, 2025, were $885.6 million, up from $725.9 million in the prior year, driven by growth initiatives including the opening of 163 new stores[98] - Net cash flows used in financing activities for the thirty-six weeks ended May 10, 2025, were $1.3 billion compared to $1.0 billion in the prior year, with stock repurchases totaling $1.1 billion[99] Debt and Financing - Net interest expense rose to $111.3 million, with average borrowings of $9.2 billion and a weighted average borrowing rate of 4.48%[84] - Adjusted debt to EBITDAR ratio was 2.5:1 as of May 10, 2025, consistent with the prior year[105] - The company issued $500 million in 5.125% Senior Notes due June 2030, while repaying $400 million in 3.250% Senior Notes due April 2025[121] - The fair value of the company's debt was estimated at $8.8 billion as of May 10, 2025, reflecting a decrease of $57.9 million from its carrying value[122] - A one percentage point increase in interest rates would negatively impact pre-tax earnings and cash flows by $8.1 million for fiscal 2025 due to variable rate debt[122] - The company had $805.5 million of variable rate debt outstanding as of May 10, 2025[122] - Fixed rate debt was $8.0 billion as of May 10, 2025, with a potential fair value reduction of $340.3 million from a one percentage point increase in interest rates[122] Strategic Initiatives - The company plans to increase investments in growth initiatives, including new stores and hub expansions, compared to fiscal 2024[100] - The accounts payable to inventory ratio was 115.6% at May 10, 2025, down from 119.7% at May 4, 2024[101] - The company anticipates relying on internally generated funds and available borrowing capacity for capital expenditures and stock repurchases[102] - The Revolving Credit Agreement was amended to extend the termination date to November 15, 2028[106] - As of May 10, 2025, the company was in compliance with all covenants under its borrowing arrangements[107] - Total lease cost per ASC 842 for the trailing four quarters ended May 10, 2025, was $625,740, up from $558,627 for the trailing four quarters ended May 4, 2024[117]

Financial Performance - The company reported a net loss of $18,200 for the three months ended March 31, 2025, and a cumulative net loss of $44,611 since inception on January 4, 2024 [97]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [96]. Initial Public Offering - The company completed its Initial Public Offering on May 15, 2025, raising gross proceeds of $414,000,000 from the sale of 41.4 million Units, including a full exercise of the underwriters' over-allotment option of 5.4 million Units [100]. - A total of $414,000,000 was placed in the Trust Account following the Initial Public Offering, with $3,971,368 incurred in offering costs [101]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies [102]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [106]. - The company has a contractual obligation to reimburse the managing member of the Sponsor $30,000 per month for administrative support, which will cease upon completion of the Initial Business Combination [107]. - The underwriter is entitled to a deferred fee of up to $3,000,000, payable only upon the completion of the Initial Business Combination [108]. Risks and Challenges - The company has incurred significant costs related to its acquisition plans and does not assure the success of completing a Business Combination [95]. - Various economic factors, including market volatility and geopolitical instability, may adversely affect the company's ability to complete its Initial Business Combination [98].

Sales and Market Performance - In fiscal 2025, the United States accounted for 44% of Brown-Forman's net sales, with the remaining 56% from international markets[19]. - The company reported that approximately 27%, 28%, and 29% of its net sales for fiscal 2023, 2024, and 2025, respectively, occurred in the fourth calendar quarter, indicating seasonality in sales[26]. - Brown-Forman's two largest customers represented approximately 13% and 11% of consolidated net sales in fiscal 2025, with no other customer exceeding 10%[25]. - The Jack Daniel's brand remains the 1 selling American whiskey globally, with super-premium offerings receiving prestigious awards in 2025[13]. - The company operates in over 170 countries, with Mexico, Germany, Australia, and the United Kingdom being significant markets alongside the U.S.[19]. - The tequila portfolio, led by Herradura and el Jimador, is committed to growth in the U.S. and globally[44]. - The U.S. market experienced a 7% decline in net sales, primarily due to the divestiture of Sonoma-Cutrer and lower volumes in a challenging consumer environment[183]. - Emerging markets showed resilience, with Türkiye's net sales increasing by 30% driven by higher prices, while Brazil's net sales grew by 12% due to expanded distribution and consumer demand[188]. Distribution and Strategy - Brown-Forman's distribution strategy includes owned distribution in several countries and reliance on third-party distributors in others, adapting to market conditions[24]. - The company has launched its own distribution company in Italy effective May 1, 2025, expanding its direct market presence[24]. - As of May 1, 2025, the company owned and operated 17 distribution companies in 18 countries, indicating a shift towards owned distribution models[74]. - The company established its owned-distribution organization in Italy in May 2025 to enhance competitiveness[48]. Financial Performance - In fiscal 2025, the company reported net sales of $4.0 billion, a decrease of 5% compared to fiscal 2024, with organic net sales increasing by 1%[179]. - Gross profit for fiscal 2025 was $2.3 billion, down 7% from fiscal 2024, resulting in a gross margin of 58.9%, a decline of 1.5 percentage points[179]. - Operating income decreased by 22% to $1.1 billion in fiscal 2025, primarily due to the absence of gains from the sale of Sonoma-Cutrer and Finlandia, as well as a $47 million impairment charge for the Gin Mare brand[179][173]. - Diluted earnings per share fell to $1.84, a decrease of 14% compared to fiscal 2024, influenced by lower operating income and a gain on the sale of the investment in Duckhorn[179]. - The cumulative total shareholder return for Class B common stock decreased from $100 in 2020 to $61 in 2025, underperforming compared to the S&P 500 Index which increased from $100 to $207 in the same period[146]. Investment and Capital Expenditures - Capital expenditures totaled $395 million in fiscal 2024 and 2025, focusing on expanding whiskey, tequila, and rum production capabilities[177]. - The company anticipates a low-single digit decline in organic net sales and organic operating income for fiscal 2026[205]. - Capital expenditures for fiscal 2026 are planned to be between $125 million and $135 million[205]. Risks and Challenges - The company faces risks from changes in trade policies and tariffs, which could increase product costs and affect financial performance[77]. - The potential escalation of trade disputes poses significant risks to the company's business operations and profitability[78]. - The company is subject to competitive pressures from consolidation among spirits producers and distributors, which could impact market share and margins[76]. - The company faces risks from changing consumer preferences, which may lead to a decline in demand for premium and super-premium products[79]. - Increased competition from new entrants and diversification by existing suppliers could negatively impact market share and pricing strategies[80]. - Disruptions at production facilities could significantly affect supply and ability to meet consumer demand for major brands like Jack Daniel's[84]. - Economic downturns could lead to decreased consumer spending and increased taxes on beverage alcohol, negatively impacting sales[92]. - Health epidemics or pandemics could disrupt operations, supply chains, and consumer demand, leading to significant financial impacts[98]. Sustainability and Corporate Responsibility - Brown-Forman's commitment to sustainability and responsible marketing is integral to its long-term growth strategy[39]. - The 2030 Sustainability Strategy was revised to align with industry best practices and current climate science, focusing on supply chain impacts[54]. - A 10-year, $50 million commitment was made to five organizations in west Louisville to support community initiatives[57]. - The company continues to invest in renewable energy projects, including a solar system at the Newbridge bottling plant and an anaerobic digester project at the Jack Daniel Distillery[59]. - The 2030 Alcohol Responsibility strategy was launched to promote mindful choices around beverage alcohol[46]. Cybersecurity and Compliance - Cybersecurity threats pose a risk to the company's IT systems, potentially leading to material disruptions and adverse effects on business operations[117]. - The company has made significant investments in cybersecurity, utilizing the National Institute of Standards and Technology Cybersecurity Framework and advancing towards a "Zero-Trust" architecture[129]. - The Board of Directors oversees the company's cybersecurity risk management processes, with the Audit Committee regularly reporting on cybersecurity threats[134]. - Compliance with anti-corruption laws and trade sanctions is critical, as violations could lead to investigations, fines, and increased operating costs[102]. Corporate Structure and Governance - The company has a dual-class share structure, with the Brown family controlling a majority of the voting stock, which may affect the attractiveness of the company as a takeover target[123]. - The company does not have a sunset provision for its dual-class share structure, which may lead to misalignment of interests between the Brown family and other stockholders[124]. - The company has established a tiered risk management strategy to evaluate its ability to protect assets, reporting results to the Audit Committee of the Board of Directors[131].

Sales and Market Performance - In fiscal 2025, the United States accounted for 44% of Brown-Forman's net sales, with the remaining 56% from international markets[19]. - Approximately 27%, 28%, and 29% of reported net sales for fiscal 2023, 2024, and 2025, respectively, occurred in the fourth calendar quarter, indicating seasonality in sales[26]. - The company operates in over 170 countries, with Mexico, Germany, Australia, and the United Kingdom being significant markets, each contributing 7%, 6%, 5%, and 4% to net sales in fiscal 2025[19]. - In fiscal 2025, two largest customers accounted for approximately 13% and 11% of consolidated net sales, indicating a diversified customer base[25]. - Jack Daniel's Tennessee Whiskey remains the 1 selling American whiskey globally, with super-premium offerings receiving World's Best Awards in 2025[13]. - Woodford Reserve sold over 1.8 million nine-liter cases for the fiscal year ended April 30, 2025, with strong double-digit compound annual growth rate since its introduction[44]. - The Jack Daniel's family of brands is the primary revenue driver, with significant investment in brand reputation and consumer trust[73]. - Net sales in the United States declined by 7%, driven by the divestiture of Sonoma-Cutrer and lower volumes in a challenging consumer environment[183]. - Net sales decreased by 5% to $4.0 billion in fiscal 2025, driven by a 7% decline in volume, partially offset by a 2% increase in price/mix[195]. Financial Performance - In fiscal 2025, the company reported net sales of $4.0 billion, a decrease of 5% compared to fiscal 2024, with organic net sales increasing by 1%[179]. - Gross profit for fiscal 2025 was $2.3 billion, down 7% from fiscal 2024, resulting in a gross margin of 58.9%, a decline of 1.5 percentage points[179]. - Operating income decreased by 22% to $1.1 billion in fiscal 2025, primarily due to the absence of gains from the sale of Sonoma-Cutrer and Finlandia, as well as a $47 million impairment charge for the Gin Mare brand[179][173]. - Diluted earnings per share fell to $1.84, a decrease of 14% compared to fiscal 2024, influenced by lower operating income and a gain on the sale of the investment in Duckhorn[179]. - The cumulative total shareholder return for Class B common stock decreased from $100 in 2020 to $61 in 2025, underperforming compared to the S&P 500 Index which increased from $100 to $207 in the same period[146]. - The effective tax rate for fiscal 2025 was 19.6%, down from 21.2% in fiscal 2024[202]. - The company experienced a 33% decline in net sales for the Rest of Portfolio, impacted by divestitures and lower volumes[192]. Strategic Initiatives and Brand Development - Brown-Forman's portfolio includes over 40 brands, with significant recognition and awards for premium products like Woodford Reserve and Old Forester[13]. - The company emphasizes brand-building through creative marketing strategies, aiming to enhance brand recognition and consumer demand[17]. - The Jack Daniel's family of brands will continue to pursue growth opportunities across markets and consumer segments[44]. - The company launched several new products, including Jack Daniel's 14 Year Old and Woodford Reserve Double Double Oaked, contributing to brand growth[175]. - The company launched the Jack & Coke ready-to-drink cocktail in over 25 markets, including the United States, Japan, and the United Kingdom[45]. Sustainability and Community Engagement - The company is committed to environmental sustainability and responsible marketing, which are integral to its long-term growth strategy[40]. - The 2030 Sustainability Strategy was revised to align with industry best practices and current climate science, focusing on supply chain impacts[54]. - A 10-year, $50 million commitment was made to five organizations in west Louisville to support community initiatives[57]. - The anaerobic digester project at the Jack Daniel Distillery is expected to convert byproducts to renewable energy and fertilizer, operational by fiscal 2026[59]. Risks and Challenges - The company faces risks from changes in trade policies and tariffs, including a 25% tariff on goods imported from Canada, which has led to retaliatory measures affecting sales[78]. - Consolidation among beverage alcohol producers and distributors may hinder product distribution and increase competition for shelf space[76]. - The company has experienced a significant decline in sales due to negative publicity, which could adversely affect financial results[73]. - The company is adapting to a more challenging competitive landscape, requiring agility in adopting digital technologies and building analytical capabilities[76]. - Changes in route-to-consumer models could result in temporary or long-term sales disruptions and higher costs[75]. - The company faces risks from changing consumer preferences, which may lead to a decline in demand for premium and super-premium products[79]. - Increased competition from new entrants and diversification by existing suppliers could negatively impact market share and pricing strategies[80]. - Economic downturns could lead to decreased consumer spending and demand for beverage alcohol products, impacting sales[92]. - Cybersecurity threats pose risks to IT systems and data privacy, with past incidents highlighting vulnerabilities that could disrupt operations[117]. Operational and Structural Aspects - The company employs approximately 5,000 people across 45 countries, with a low voluntary turnover rate[62]. - As of May 1, 2025, the company owned and operated 17 distribution companies across 18 countries, transitioning from third-party to owned distribution models[74]. - The company operates production facilities including distilleries and bottling plants in multiple countries, with significant operations in the United States, Mexico, and Ireland[138]. - The company has agreements for contract production in various countries, including Australia, Belgium, and China, to support its global operations[138]. - The company maintains a dual-class share structure, with the Brown family controlling a majority of the voting stock, which may affect the attractiveness of the company as a takeover target[123]. Financial Management and Liquidity - Cash and cash equivalents were $446 million at April 30, 2024, and $444 million at April 30, 2025, with approximately 54% held by foreign subsidiaries[207]. - The company has a $900 million commercial paper program, with average balances of $475 million in 2024 and $373 million in 2025[208][209]. - The average interest rate for the commercial paper was 5.46% in 2024 and decreased to 5.13% in 2025[209]. - The company expects to meet short-term liquidity needs through cash generated from operations and borrowings under the commercial paper program[211]. - Long-term cash requirements primarily involve payments related to long-term debt, employee benefit obligations, and deferred tax liabilities[210].

Order Backlog and Sales Performance - As of May 4, 2025, the consolidated order backlog decreased by 2.7% from February 2, 2025, and by 40.3% from the same period last year, totaling $51.203 million[79]. - The Home Meridian segment's backlog fell significantly due to reduced demand and the loss of orders from a major customer that filed for bankruptcy in 2024[79]. - The consolidated order backlog for the Hooker Branded segment was $13.479 million, showing a slight increase from $13.109 million in the previous quarter but a decrease from $17.129 million year-over-year[79]. - The Domestic Upholstery segment's backlog increased to $19.401 million from $18.123 million in the previous quarter, indicating positive momentum[79]. - The Home Meridian segment's backlog was $18.069 million, down from $21.002 million in the previous quarter and significantly lower than $49.396 million year-over-year[79]. - Consolidated net sales for the first quarter were $85.3 million, a decrease of $8.3 million, or 8.8%, compared to the same period last year[83]. - Home Meridian accounted for over 90% of the sales decrease, with a net sales drop of $7.6 million, or 28.8%[94]. - Domestic Upholstery segment's net sales decreased by $1.1 million, or 3.7%, primarily due to decreased sales of indoor residential home furnishings[94]. Economic and Market Conditions - Existing home sales have remained around 75% of pre-pandemic levels for the past three years, indicating sluggishness in the housing market despite job growth[80]. - The average 30-year fixed mortgage rate in 2025 has been approximately 6.8%, a significant increase from the pandemic-era lows of about 3%[81]. - The University of Michigan's Consumer Sentiment Index dropped to 52.2 in May 2025, reflecting a nearly 30% decline since January 2025, indicating deteriorating consumer confidence[82]. - Macroeconomic factors, including high mortgage rates and low consumer confidence, are dampening demand in the home furnishings industry[80]. Financial Performance and Cost Management - Gross margin increased by 180 bps, driven by higher margins at Home Meridian and Domestic Upholstery, despite a decrease in net sales[84]. - Consolidated operating loss reduced by $1.6 million, or 31%, to $3.6 million, reflecting cost reduction initiatives[84]. - The company expects to achieve approximately $25 million in annualized savings by fiscal year 2027 through multi-phased cost reduction initiatives[85]. - Selling and administrative expenses decreased by $1.8 million in the first quarter, driven by cost reduction measures across all segments[96]. - The company anticipates net savings of over $14 million annually from fiscal 2027 as a result of ongoing cost reduction efforts[88]. - The company reported an operating loss of $3.6 million for the first quarter of fiscal 2026, an improvement of $1.6 million compared to the prior year[100]. - Consolidated net loss for the first quarter of fiscal 2026 was $3.1 million, a 25.4% improvement from a net loss of $4.1 million in the first quarter of fiscal 2025[102]. - Cash provided by operating activities increased to $14.7 million in the first quarter of fiscal 2026, up from $1.5 million in the prior year, driven by improved collections and inventory optimization[107]. Capital Expenditures and Investments - The company plans to spend approximately $2 to $3 million in capital expenditures over the remainder of fiscal 2026 to enhance operating systems and facilities[125]. - The ERP system upgrade is ongoing, with implementation completed in some divisions, although the project has been paused in the Home Meridian segment due to cost reduction initiatives[126]. Market Initiatives and Growth Strategies - The new Margaritaville licensing program and the Collected Living whole-home merchandising approach were highlighted as key initiatives for market expansion[105]. - A redesigned corporate website is set to launch in October, aimed at enhancing digital customer experience and supporting omni-channel growth[106]. - The company is experiencing modest improvement in furniture retail sales, with April sales up 5.6% year-over-year, although existing home sales remain subdued[103]. Risk Factors - The company faces risks related to tariff-related buying hesitancy among customers, particularly in value-focused segments[79]. - The company is exposed to market risk from changes in the cost of raw materials, particularly wood, fabric, and foam products, which could increase due to rising home construction activity[131]. - The company negotiates firm pricing in U.S. Dollars for imported products, primarily from suppliers in Vietnam and China, but remains exposed to foreign currency exchange rate fluctuations[132]. - A relative decline in the value of the U.S. Dollar could increase the price paid for imported products beyond negotiated periods, potentially impacting sales volume or profit margins[133]. Debt and Financial Obligations - The company had $22.6 million in outstanding loans and $6.7 million in letters of credit as of May 4, 2025, with $40.7 million of availability based on the current borrowing base[124]. - As of May 4, 2025, the company had $22.6 million in principal amount of outstanding loans, with a potential annual increase in interest expenses of approximately $226,000 for a 1% increase in the SOFR rate[130]. Dividends - The board of directors declared a quarterly cash dividend of $0.23 per share, payable on June 30, 2025, to shareholders of record at June 16, 2025[127].

Company Operations - Safe & Green Holdings Corp. operates in four segments: construction, medical, oil and gas, and environmental[305]. - The environmental segment focuses on biomedical waste removal using patented technology for safe disposal[305]. - The oil and gas segment includes the acquisition of Olenox Corp., which specializes in revitalizing underdeveloped energy assets[307]. - The company aims to establish a national presence in the medical segment through Safe & Green Medical Corporation[306]. - The company has increased control over manufacturing processes since acquiring Echo DCL, LLC in September 2020[306]. Financial Performance - Total revenue for the three months ended March 31, 2025, was $566,354, a decrease of approximately 41% from $968,115 for the same period in 2024[340]. - Cost of revenue increased to $890,109 for the three months ended March 31, 2025, up approximately 38% from $644,983 in the prior year[342]. - Gross profit (loss) margin percentage decreased to (57)% for the three months ended March 31, 2025, compared to 33% for the same period in 2024[343]. - Total operating loss for the three months ended March 31, 2025, was $1,831,982, slightly improved from a loss of $1,853,715 in the same period in 2024[340]. - Total loss before income tax for the three months ended March 31, 2025, was $2,746,668, compared to a loss of $5,482,560 in the prior year[340]. - Net loss attributable to common stockholders for the three months ended March 31, 2025, was $2,746,668, compared to $4,436,031 in the same period in 2024[340]. - For the three months ended March 31, 2025, the net loss attributable to common stockholders was $2,746,668, with net cash used in operating activities amounting to $1,308,920, a decrease of approximately $3,124,551 compared to the same period in 2024[353][355]. - The company reported a change in fair value of equity-based investments of $311,560 for the three months ended March 31, 2025, significantly lower than $3,112,803 for the same period in 2024[346]. - The accumulated deficit as of March 31, 2025, was $101,278,751, an increase from $98,532,083 as of December 31, 2024[353]. - EBITDA for Q1 2025 was $(2,036,815), compared to $(3,652,454) in Q1 2024, indicating a reduction in losses[376]. - Adjusted EBITDA for Q1 2025 was $(1,618,957), an improvement from $(3,510,854) in Q1 2024[376]. Expenses and Cash Flow - Payroll and related expenses decreased to $555,738 for the three months ended March 31, 2025, from $1,251,982 in the same period in 2024[344]. - Other operating expenses increased to $952,489 for the three months ended March 31, 2025, compared to $601,733 for the same period in 2024[345]. - Interest expense increased to $603,126 for the three months ended March 31, 2025, compared to $716,671 for the same period in 2024, due to higher notes payable balances[346]. - The amortization expense for intangible assets was $15,058 for the three months ended March 31, 2025, compared to $3,417 for the same period in 2024[370]. - Financing activities provided net cash of $1,346,219 for the three months ended March 31, 2025, compared to $5,388,824 in the same period of 2024[357]. - The company has negative operating cash flows, raising substantial doubt about its ability to continue as a going concern for one year after the issuance of the financial statements[351]. Risks and Future Outlook - The company is subject to various risks including competition, economic conditions, and regulatory changes that could impact future performance[304]. - The company intends to secure additional financing sources to fund future growth, with expectations of becoming cash flow positive in the second half of 2025[354]. - Inflation has impacted the company's estimated costs for construction projects, affecting revenue and income from continuing operations[348]. - The company plans to apply for trading on the OTCQB market to address the risk of delisting from Nasdaq[333]. Notes and Other Information - A promissory note was issued for $143,750 with an original issue discount of $18,750, requiring monthly payments of $18,368 starting February 28, 2025[310]. - The company executed a promissory note for $360,000 with a purchase price of $300,000, representing an original issue discount of $60,000[311]. - A new promissory note was issued for up to $1,875,000 with a 25% original issue discount, and a conversion price of $0.50 per share[318]. - The Company executed and issued a Promissory Note in favor of GS Capital Partners, LLC, in the aggregate principal amount of $360,000[320]. - Common stock deemed dividend was $0 in Q1 2025, compared to $1,162,436 in Q1 2024[376]. - The company did not report any gain on deconsolidation for Q1 2025, while Q1 2024 included a loss of $4,637,013[376]. - Stock compensation expense for Q1 2025 was $106,298, down from $179,029 in Q1 2024[376]. - The company did not incur any litigation expenses in Q1 2025, while $143,745 was recorded in Q1 2024[376]. - There were no quantitative and qualitative disclosures about market risk required for this reporting period[377].