ARTICLE I DEFINITIONS Unless the context clearly indicates otherwise, certain terms used in this Agreement shall have the meanings set forth below: "Business Day" shall mean any day of the week other than Saturday, Sunday or other day that is recognized as a holiday in the United States of America. "Default" shall mean the occurrence and continuance of any of the events listed in Sections 6.1 or 6.2 of this Agreement. Exhibit 10.1 LINE OF CREDIT AGREEMENT THIS LINE OF CREDIT AGREEMENT ("Agreement") is made ...

Revenue Performance - Revenue increased to $1.483 billion for the year ended April 30, 2025, up 17% from $1.267 billion in 2024 and 39% from $1.069 billion in 2023[301] - Subscription revenue accounted for 93% of total revenue for the years ended April 30, 2025 and 2024[297] - Total revenue for the year ended April 30, 2025, was $1,483.3 million, up from $1,267.3 million in 2024, representing a 17% increase[334] Customer Growth - As of April 30, 2025, the number of customers increased to approximately 21,500, compared to 21,000 as of April 30, 2024[298] - The number of customers with annual contract value over $100,000 increased to over 1,510 as of April 30, 2025, up from over 1,330 in 2024[299] Elastic Cloud Contribution - Elastic Cloud contributed 46% of total revenue for the year ended April 30, 2025, compared to 43% in 2024[314] - Subscription revenue for the year ended April 30, 2025, increased by $207.9 million, or 18%, compared to the prior year, driven by a 26% growth in Elastic Cloud, which accounted for 46% of total revenue[334] Financial Performance - Net cash provided by operating activities was $266.2 million for the year ended April 30, 2025, up from $148.8 million in 2024[302] - The company incurred a net loss of $108.1 million for the year ended April 30, 2025, following a net income of $61.7 million in 2024[302] - Operating loss for the year ended April 30, 2025, was $(54.9) million, an improvement from $(129.9) million in 2024[329] Expenses - Research and development expenses for the year ended April 30, 2025, were $365.8 million, an increase of 7% from $342.0 million in 2024[329] - Sales and marketing expenses for the year ended April 30, 2025, rose to $617.2 million, up 10% from $559.6 million in 2024[329] - General and administrative expenses for the year ended April 30, 2025, increased to $175.2 million, compared to $160.6 million in 2024[329] Tax and Other Income - The provision for income taxes was $76.5 million for the year ended April 30, 2025, compared to a benefit of $184.5 million in the prior year[344] - Other income, net increased by $15.4 million, or 46%, for the year ended April 30, 2025, attributed to a $10.3 million increase in interest and investment income[343] Cash and Securities - As of April 30, 2025, the company had cash, cash equivalents, and marketable securities totaling $1.397 billion[348] - The company had purchase commitments of $812.3 million related to cloud hosting services as of April 30, 2025[359] Foreign Currency and Risk Management - Foreign currency transaction losses recognized were $2.5 million, $3.4 million, and $0.4 million for the years ended April 30, 2025, 2024, and 2023, respectively[380] - A 10% increase or decrease in exchange rates as of April 30, 2025, would have impacted cash, cash equivalents, restricted cash, and marketable securities balances by approximately $9.2 million[381] - The company has not had a formal hedging program for foreign currency but may adopt one if exposure increases significantly[379] Accounting and Valuation - The company applies significant judgment in determining the fair value of acquired intangible assets, which involves estimates of future cash flows and discount rates[372] - Revenue recognition involves significant judgment in evaluating customer contracts and performance obligations, with transaction prices allocated based on standalone selling prices[368] - The company recognizes deferred tax assets for net operating loss and credit carryforwards, with a valuation allowance provided unless realization is more likely than not[374]

Revenue Growth - For the three months ended April 30, 2025, National Retail Solutions (NRS) generated total revenues of $31.1 million, a 21.1% increase from $25.7 million in the same period of 2024[130]. - NRS's recurring revenue for the three months ended April 30, 2025, was $29.4 million, reflecting a 22.9% growth compared to $24.0 million in the prior year[130]. - BOSS Money revenues increased by 24.7% to $34.4 million in Q3 2025 compared to Q3 2024, and by 32.2% to $101.6 million in the nine months ended April 30, 2025 compared to the same period in 2024[137]. - Revenues from IDT Digital Payments increased by 1.0% to $102.6 million for the three months ended April 30, 2025, and by 2.7% to $309.3 million for the nine months ended April 30, 2025 compared to the same periods in fiscal 2024[149]. - BOSS Revolution revenues decreased by 18.1% to $51.7 million for the three months ended April 30, 2025, and by 19.5% to $161.9 million for the nine months ended April 30, 2025 compared to the same periods in fiscal 2024[149]. - IDT Global revenues remained unchanged at $50.1 million for the three months ended April 30, 2025, and increased by 1.9% to $153.7 million for the nine months ended April 30, 2025 compared to the same periods in fiscal 2024[149]. Profitability - Gross profit for NRS in the three months ended April 30, 2025, was $28.4 million, a 28.4% increase from $22.1 million in the same period of 2024[130]. - Gross profit for the company rose by 30.6% to $22.6 million in Q3 2025, and by 36.6% to $65.8 million in the nine months ended April 30, 2025[137]. - Income from operations for NRS increased to $6.2 million in the three months ended April 30, 2025, a 29.3% increase from $4.8 million in the same period of 2024[130]. - Income from operations increased by 39.2% to $17.3 million for the three months ended April 30, 2025, and by 20.2% to $51.1 million for the nine months ended April 30, 2025 compared to the same periods in fiscal 2024[149]. - The company reported a gross margin percentage of 58.5% in Q3 2025, an increase from 54.9% in Q3 2024[137]. - The gross margin percentage improved to 20.7% for the three months ended April 30, 2025, compared to 18.6% for the same period in fiscal 2024, and to 19.9% for the nine months ended April 30, 2025, compared to 18.7% for the same period in fiscal 2024[149]. Expenses - Selling, general and administrative expenses for NRS increased to 64.2% of revenue in the three months ended April 30, 2025, compared to 60.9% in the same period of 2024[134]. - Selling, general and administrative expenses decreased as a percentage of revenue to 41.5% in Q3 2025 from 48.4% in Q3 2024, and to 43.0% from 50.8% in the nine months ended April 30, 2025 compared to 2024[139]. - net2phone's selling, general and administrative expenses decreased to 59.1% of revenues in Q3 2025 from 63.1% in Q3 2024[144]. - Technology and development expenses rose due to increased employee compensation and depreciation, impacting overall operational costs[135]. - Technology and development expenses decreased in the BOSS Money segment due to lower employee compensation expenses[140]. - Technology and development expenses decreased by 4.3% to $5.4 million for the three months ended April 30, 2025, and by 7.7% to $16.2 million for the nine months ended April 30, 2025 compared to the same periods in fiscal 2024[155]. Cash Flow and Capital Management - Cash flow from operations increased to $96.1 million for the nine months ended April 30, 2025, compared to $52.7 million in the same period of 2024[173]. - Total cash, cash equivalents, debt securities, and current equity investments amounted to $223.8 million as of April 30, 2025[170]. - Capital expenditures for the nine months ended April 30, 2025, were $15.5 million, with anticipated total capital expenditures for the next twelve months projected between $18 million and $21 million[180]. - The company paid aggregate cash dividends of $4.0 million in the nine months ended April 30, 2025, compared to $1.3 million in the same period of 2024[183]. - The company expects cash flow from operations and current investments to meet anticipated working capital and capital expenditure requirements for the next twelve months[169]. - The company has a contractual obligation total of $20.8 million, with $7.1 million due within one year[171]. Shareholder Actions - The company repurchased 221,823 shares of Class B common stock for $10.1 million in the nine months ended April 30, 2025, compared to 204,107 shares for $5.7 million in the same period of 2024[189]. - IDT Telecom repurchased shares to satisfy tax withholding obligations, paying $7.7 million for 157,180 shares in the nine months ended April 30, 2025[190]. - The company has 4.2 million shares remaining available for repurchase under the stock repurchase program as of April 30, 2025[189]. - Cash received from the exercise of stock options was $0.2 million for 12,500 shares in the nine months ended April 30, 2024, with no stock option exercises in 2025[188]. Debt and Financing - IDT Telecom entered into a credit agreement for a revolving credit facility of up to $25.0 million, with no amounts outstanding as of April 30, 2025[185]. - In the nine months ended April 30, 2025, IDT Telecom borrowed and repaid an aggregate of $24.6 million under the credit facility, compared to $32.9 million in the same period of 2024[185]. - IDT Telecom is in compliance with all covenants related to the revolving credit facility as of April 30, 2025[186]. Customer and Market Insights - Active POS terminals increased to 35.6 thousand, up 18% from 30.3 thousand in the same period last year[132]. - Payment processing accounts rose to 25.5 thousand, marking a 31% increase from 19.5 thousand in the previous year[132]. - Revenues from international operations accounted for 21% of consolidated revenues in the three months ended April 30, 2025, down from 22% in the same period of 2024[193]. - The Fintech segment contributed 12.8% of total revenues in the three months ended April 30, 2025, up from 10.5% in the same period of 2024[136]. - Traditional Communications segment accounted for 69.6% of total revenues in Q3 2025, down from 74.0% in Q3 2024, indicating a shift in revenue composition[147]. Net Income - Net income for the three months ended April 30, 2025, was $23.0 million, a 262.1% increase from $6.4 million in the same period of 2024[165]. - For the nine months ended April 30, 2025, net income was $63.6 million, up 108.2% from $30.5 million in 2024[165].

Financial Outlook - The company has reaffirmed its full year outlook for 2025, expecting comparable sales growth in the range of 1% to 3% and earnings per diluted share between $13.80 and $14.40[51]. - The macroeconomic environment remains dynamic, influenced by elevated interest rates and inflationary pressures, which could impact consumer discretionary spending[49]. - The company is well-positioned for long-term growth despite the complex macroeconomic environment[50]. Acquisition and Merger - The company announced a definitive merger agreement to acquire Foot Locker for a total equity value of approximately $2.4 billion and an enterprise value of approximately $2.5 billion[47]. - A definitive merger agreement was entered into to acquire Foot Locker, with shareholders to receive either $24.00 in cash or 0.1168 shares of DICK'S common stock per share[70]. - Foot Locker delivered sales of $8 billion in fiscal 2024 and operates approximately 2,400 retail stores across 20 countries[47]. - The company anticipates the acquisition will deliver between $100 to $125 million in cost synergies in the medium-term through procurement and direct sourcing efficiencies[48]. Sales and Income Performance - Net sales increased by 5.2% to $3.17 billion in the current quarter, with comparable sales rising by 4.5%[57]. - Net income for the current quarter was $264.3 million, or $3.24 per diluted share, down from $275.3 million, or $3.30 per diluted share, in the prior year[57]. - Gross profit increased to $1.17 billion, with a gross profit margin improvement of 41 basis points[63]. Expenses and Financial Management - Selling, general and administrative expenses are expected to deleverage in fiscal 2025 due to strategic investments in digital, in-store, and marketing initiatives[54]. - Selling, general and administrative expenses rose by 5.7% to $785.5 million, increasing as a percentage of net sales by 11 basis points[64]. - The effective tax rate increased to 24.0% from 19.6% in the prior year quarter[67]. - The company has $1.0 billion in cash on hand and a $1.6 billion Credit Facility available[68]. Capital Expenditures and Investments - Capital expenditures for the quarter totaled $264.7 million, focusing on omni-channel platform development and store investments[75]. - The company anticipates fiscal 2025 capital expenditures of approximately $1.0 billion, focusing on store growth, relocations, and improvements[76]. - The company plans to open approximately 16 DICK'S House of Sport locations in 2025 and expects to have between 75 to 100 locations by the end of 2027[76]. - The company expects approximately 70% of its 2025 store openings to be relocations or remodels, increasing square footage by approximately 2% to 3%[76]. Shareholder Returns - The company repurchased 1.4 million shares for a total of $298.7 million under a $2.0 billion share repurchase program[57]. - During the 13 weeks ended May 3, 2025, the company repurchased 1.4 million shares at a cost of $298.7 million, with $212.9 million remaining under the share repurchase program[77]. - The company paid $99.9 million in dividends during the 13 weeks ended May 3, 2025, and declared a quarterly cash dividend of $1.2125 per share payable on June 27, 2025[79]. - Future share repurchase programs will depend on future earnings, cash flows, and financial requirements[78]. Cash Flow and Financing Activities - Net cash provided by operating activities decreased by $53.7 million to $178.046 million for the 13 weeks ended May 3, 2025, compared to the prior year[82]. - Cash used in investing activities increased by $227.7 million to $385.693 million for the 13 weeks ended May 3, 2025, primarily due to investments in new stores and a distribution facility[84]. - Cash used in financing activities increased by $220.9 million to $446.729 million for the 13 weeks ended May 3, 2025, mainly due to higher share repurchases[85]. - Liabilities associated with supply chain financing arrangements were $58.4 million as of May 3, 2025[81].

Financial Performance - Casey's reported a net income of $546.5 million for fiscal year 2025, an increase of 8.9% compared to the previous year, with EBITDA reaching $1.2 billion, up 13.3%[4] - Net income for the twelve months ended April 30, 2025, was $546,520 thousand, a 8.9% increase from $501,972 thousand in 2024[21] - Net income for the three months ended April 30, 2025, was $98,307,000, an increase from $87,020,000 in 2024, representing a growth of 14.7%[33] - EBITDA for the twelve months ended April 30, 2025, reached $1,200,047,000, compared to $1,059,398,000 in 2024, reflecting a year-over-year increase of 13.3%[33] - Revenue for the twelve months ended April 30, 2025, reached $15,940,899 thousand, up from $14,862,913 thousand in 2024, marking a growth of 7.2%[23] Sales and Profitability - Inside same-store sales increased by 2.6% for the fiscal year, with total inside gross profit rising 12.5% to $582.4 million[6] - Fuel gross profit increased by 21.4% to $307.8 million, with total fuel gallons sold rising 17.8% year-over-year[8] - Gross profit margin for Prepared Food & Dispensed Beverage was 58.2% for the fiscal year 2025, slightly down from 58.7% in 2024[24] - Same-store sales margin for Prepared Food & Dispensed Beverage decreased to 3.5% in fiscal year 2025 from 6.8% in fiscal year 2024[24] - Fuel gallons sold increased to 3,196,852 for the twelve months ended April 30, 2025, compared to 2,828,669 in 2024, reflecting a growth of 13.0%[23] Store Expansion and Customer Engagement - The company opened or acquired 270 stores during the fiscal year, the highest in its history, including the acquisition of Fikes Wholesale and its 198 CEFCO convenience stores[6] - Casey's Rewards membership grew to over 9 million by year-end, indicating strong customer engagement[6] Financial Position and Liquidity - The company maintained a strong balance sheet, finishing the year with a debt-to-EBITDA ratio of 1.9x[6] - Available liquidity at April 30, 2025, was approximately $1.2 billion, consisting of $327 million in cash and $900 million in undrawn borrowing capacity[12] - Total assets increased to $8,208,118 thousand as of April 30, 2025, up from $6,347,433 thousand in the previous year, representing a growth of 29.2%[19] - Cash and cash equivalents at the end of the period were $326,662 thousand, up from $206,482 thousand, indicating a 58.0% increase[21] Investments and Acquisitions - The company invested $1,239,249 thousand in acquisitions during the fiscal year 2025, compared to $330,032 thousand in 2024, representing a substantial increase of 275.5%[21] - The company has outlined potential growth opportunities and strategic plans, including the integration and financial performance of acquired stores[34] Operating Expenses and Other Financial Metrics - Operating expenses for the fourth quarter increased by 14.5%, primarily due to operating 246 additional stores compared to the prior year[9] - Interest expenses for the three months ended April 30, 2025, were $27,916,000, up from $14,494,000 in 2024, indicating an increase of 92.9%[33] - Federal and state income taxes for the twelve months ended April 30, 2025, totaled $165,929,000, compared to $154,188,000 in 2024, marking an increase of 7.6%[33] - Depreciation and amortization for the three months ended April 30, 2025, was $107,443,000, up from $92,344,000 in 2024, which is an increase of 16.4%[33] Future Outlook - The company expects EBITDA to increase by 10% to 12% in fiscal 2026, with inside same-store sales projected to rise by 2% to 5%[15] - The company emphasizes that forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations[34] Dividends and Shareholder Returns - A quarterly dividend of $0.57 per share was announced, marking a 14% increase and the 26th consecutive annual increase[14] Investor Relations - The earnings conference call is scheduled for June 10, 2025, at 7:30 a.m. CDT, and will be accessible via the company's investor relations website[35] - Investor relations and media contacts are available for further inquiries, with specific contact details provided[36]

Revenue Reporting - Hyperscale Data, Inc. reported unaudited revenue for Q1 2025, with specific figures to be detailed in the attached press release[5] - The company provided guidance for projected revenue for the fiscal year ending December 31, 2025, indicating expectations for growth[5] Financial Documentation - The press release is attached as Exhibit 99.1, which contains detailed financial information and operational results[10]

Financial Performance - Consolidated net sales were $126.8 million in Q3 FY2025, a decrease of 1.0% year-over-year and an increase of 0.2% sequentially[6]. - Consolidated gross profit was $38.9 million, representing a gross margin of 30.7%, up from 26.7% in the previous quarter[7]. - Consolidated net loss attributable to common shareholders was $14.5 million, compared to a net loss of $1.0 million in the prior year period[10]. - Consolidated Adjusted EBITDA was $12.6 million, an increase from $11.9 million in the prior year period and $2.9 million in the previous quarter[11]. - Consolidated net bookings were $71.0 million, a decrease of 30.2% year-over-year, with a book-to-bill ratio of 0.56x[12]. - The company reported a net loss of $163.2 million for the nine months ended April 30, 2025, compared to a net loss of $9.2 million in the same period of 2024[41]. - The net loss per common share for the nine months ended April 30, 2025, was $6.56, compared to a loss of $1.21 in the same period of 2024[41]. - For the three months ended April 30, 2025, the company reported a net loss of $1,532,000, translating to a loss per diluted share of $(0.49) compared to a net loss of $3,470,000 and a loss per diluted share of $(0.04) for the same period in 2024[47]. - The non-GAAP net loss for the three months ended April 30, 2025, was $5,238,000, resulting in a non-GAAP loss per diluted share of $(0.18), while the non-GAAP net income for the same period in 2024 was $8,790,000 with a non-GAAP income per diluted share of $0.20[47]. Revenue and Sales Segments - The Terrestrial and Wireless Networks segment reported net sales of $59.2 million, an increase of 4.6% year-over-year, driven by NG-911 services[22]. - The Satellite and Space Communications segment's net sales were $67.6 million, a decrease of 5.3% year-over-year, impacted by lower sales to the U.S. Marine Corps and U.S. Army[15]. - A new contract valued at over $27.0 million for statewide NG-911 services has been secured for a Southeastern state[32]. - Various funded orders totaling $9.0 million for wireless location-based messaging services were received[32]. - Incremental funding of over $2.5 million was secured from a new international customer for location-based messaging services[32]. Cost and Expenses - Selling, general and administrative expenses increased to $115.7 million for the nine months ended April 30, 2025, compared to $91.7 million in 2024, reflecting a 26.2% rise[41]. - The company incurred restructuring costs of $14,222,000 for the nine months ended April 30, 2025, compared to $9,197,000 for the same period in 2024[45]. - The company recognized restructuring costs of $12,470,000 for the fiscal year 2024, contributing to the overall net loss[48]. - The company incurred CEO transition costs of $2,916,000 during the fiscal year 2024, which were part of the overall operational expenses[48]. Balance Sheet and Assets - Total assets decreased from $912,434,000 on July 31, 2024, to $751,144,000 on April 30, 2025, representing a decline of approximately 17.7%[43]. - Current liabilities increased significantly from $183,547,000 to $372,683,000, marking an increase of about 103%[43]. - Goodwill decreased from $284,180,000 on July 31, 2024, to $204,625,000 on April 30, 2025, a reduction of approximately 28%[43]. - Total stockholders' equity fell from $306,253,000 to $115,433,000, a decrease of about 62.3%[43]. - The current portion of credit facility increased dramatically from $4,050,000 to $148,882,000, reflecting a rise of approximately 3,577%[43]. Future Outlook and Guidance - The company has not provided future financial targets, making it difficult to reconcile business outlook to GAAP measures[44]. - The company will host a conference call with investors and analysts on June 9, 2025[34]. Impairments and Adjustments - The company experienced a significant impairment of long-lived assets, including goodwill, amounting to $79,555,000 for the nine months ended April 30, 2025[47]. - The total net discrete tax expense for the fiscal year 2024 was $4,136,000, impacting the overall financial results[48]. - The adjustments to reflect the redemption value of convertible preferred stock contributed $15,900,000 to the fiscal year 2024 results, equating to $0.55 per diluted share[48]. - The company reported a change in the fair value of warrants and derivatives, resulting in a loss of $4,273,000 for the fiscal year 2024[48].

Financial Performance - Consolidated net sales for Q3 fiscal 2025 were $126.8 million, slightly up from $126.6 million in Q2 fiscal 2025 but down from $128.1 million in Q3 fiscal 2024[229]. - Consolidated net sales for the three months ended April 30, 2025, were $126.8 million, a decrease of $1.3 million, or 1.0%, compared to $128.1 million in the same period of 2024[244]. - Consolidated net sales decreased by $45.0 million, or 10.9%, to $369.2 million for the nine months ended April 30, 2025, compared to $414.2 million for the same period in 2024[289]. - The net loss attributable to common stockholders for the three months ended April 30, 2025, was $14.5 million, or $(0.49) per diluted common share[288]. - For the nine months ended April 30, 2025, the GAAP net loss attributable to common stockholders was $192.7 million, with a net loss per diluted common share of $6.56[337]. - The company incurred operating losses of $141.0 million for the nine months ended April 30, 2025, following previous losses of $79.9 million in fiscal 2024[342]. Segment Performance - Net sales in the Satellite and Space Communications segment were $67.6 million, down $3.8 million, or 5.3%, from $71.4 million in the prior year, primarily due to lower sales to the U.S. Marine Corps and U.S. Army[245]. - The Terrestrial and Wireless Networks segment saw net sales increase to $59.2 million, up $2.6 million, or 4.6%, compared to $56.6 million in the same period of 2024, driven by higher sales of NG-911 services[246]. - Net sales in the Satellite and Space Communications segment fell by $52.2 million, or 20.7%, to $200.2 million for the nine months ended April 30, 2025, primarily due to lower sales of troposcatter solutions and high-power solid state amplifiers[290]. - The Terrestrial and Wireless Networks segment saw an increase in net sales of $7.1 million, or 4.4%, reaching $168.9 million for the nine months ended April 30, 2025, driven by higher sales of NG-911 services[291]. Expenses and Costs - Selling, general and administrative expenses increased to $30.2 million, or 23.8% of consolidated net sales, compared to $28.7 million, or 22.4% in the prior year[254]. - Selling, general and administrative expenses rose to $115.7 million for the nine months ended April 30, 2025, representing 31.3% of consolidated net sales, up from 22.1% in 2024[299]. - Research and development expenses decreased to $4.4 million, or 3.5% of consolidated net sales, down from $5.7 million, or 4.5% in the same period of 2024[257]. - Research and development expenses decreased by $7.9 million, or 38.8%, to $12.5 million, accounting for 3.4% of consolidated net sales compared to 4.9% in the prior year[303]. - The company incurred $4.3 million in restructuring costs during the three months ended April 30, 2025, compared to $2.8 million in the same period of 2024[255]. - The company incurred $14.2 million in restructuring costs during the nine months ended April 30, 2025, compared to $9.2 million in the prior year[301]. Goodwill and Impairment - The company reported a total goodwill of $204.6 million as of April 30, 2025, with $30.5 million related to the Satellite and Space Communications segment and $174.1 million related to the Terrestrial and Wireless Networks segment[216]. - A non-cash impairment charge of $79.6 million was recorded in the Satellite and Space Communications segment during the first quarter of fiscal 2025[216]. - A non-cash goodwill impairment charge of $79.6 million was recognized in the first quarter of fiscal 2025 due to lower-than-expected financial performance in the Satellite and Space Communications segment[309]. - The Satellite and Space Communications segment experienced a non-cash goodwill impairment charge of $79.6 million, contributing to significantly lower net sales and gross profit[317]. Revenue and Contracts - Revenue recognition is based on FASB ASC 606, reflecting the consideration expected in exchange for goods or services promised to customers[211]. - The company anticipates future growth in end markets due to increasing demand for global voice, video, and data usage, as well as the growth of emergency communication networks[206]. - The company has experienced and expects ongoing risks related to contract revenue and cost estimates, particularly for fixed-price development contracts[214]. - The company faces risks related to government contracts, including unpredictable funding and the potential for contract termination at any time[208]. - Bookings for the quarter totaled $71.0 million, reflecting a book-to-bill ratio of 0.56x; excluding a $36.4 million debooking, gross bookings were $107.4 million with a ratio of 0.85x[229]. - Backlog as of April 30, 2025, was $708.1 million, down from $798.9 million as of July 31, 2024[229]. - Revenue visibility is approximately $1.2 billion, combining $708.1 million of funded backlog and the total unfunded value of multi-year contracts[229]. Financing and Debt - The company entered into a Second Amendment to the Credit Facility, reducing interest rates and waiving defaults, allowing for additional unsecured subordinated debt of $40.0 million[237]. - The company entered into an amendment to the Subordinated Credit Agreement, providing an incremental aggregate principal of $40.0 million[238]. - The company recorded $4.9 million of deferred financing fees and debt discounts as an immediate expense during the nine months ended April 30, 2025[322]. - Total outstanding borrowings under the credit facility were $168.0 million as of April 30, 2025[343]. - The credit facility was amended to decrease interest rate margins applicable to the term loan from 12.00% to 9.50% per annum[345]. - The company anticipates challenges in complying with financial covenants over the next twelve months[346]. Cash Flow and Liquidity - Cash and cash equivalents decreased from $32.4 million on July 31, 2024, to $28.4 million on April 30, 2025[338]. - Net cash used in operating activities improved to $19.7 million for the nine months ended April 30, 2025, compared to $45.0 million for the same period in 2024[341]. - Net cash used in investing activities was $6.5 million for the nine months ended April 30, 2025, primarily for capital expenditures related to cloud-based networks[341]. - The company plans to raise additional funds through equity and debt financing to provide flexibility and pursue acquisitions[353]. - Material cash requirements include $168.0 million in principal payments and $69.5 million in interest payments due under the Credit Facility, with total contractual cash obligations amounting to $366.9 million[361]. Strategic Outlook - The company is exploring strategic alternatives for its businesses, which may impact future results of operations[292]. - The company is not providing forward-looking guidance due to uncertainties related to its transformation strategy and various external economic factors[242]. - The company faces uncertainties regarding its ability to continue as a going concern, with substantial doubt raised about its financial stability[349]. - Significant capital expenditures are being made to support cloud-based networks for NG-911 contract wins, expected to continue throughout fiscal 2025 and beyond[354]. Legal and Regulatory Matters - The company’s U.S. federal income tax returns for fiscal 2022 through 2024 are subject to potential IRS audit, which could materially affect consolidated results[220]. - The company is subject to ongoing legal proceedings that may materially affect its financial condition and results of operations[364].

Sales Performance - Retail segment net sales accounted for approximately 85.0% of consolidated net sales for the three months ended April 30, 2025, down from 88.5% for the comparable period in fiscal 2025 [81]. - Subscription segment net sales accounted for approximately 9.4% of consolidated net sales for the three months ended April 30, 2025, compared to approximately 6.5% for the comparable period in fiscal 2025 [94]. - Wholesale segment net sales accounted for approximately 5.6% of consolidated net sales for the three months ended April 30, 2025, compared to 5.0% for the comparable period in fiscal 2025 [95]. - Net sales for the first quarter of fiscal 2026 were $1.33 billion, an increase of $128.8 million from $1.20 billion in the first quarter of fiscal 2025 [101]. - Retail segment comparable net sales increased by 4.8%, driven by higher store traffic and transactions, with notable increases of 6.9% at Anthropologie, 3.1% at Free People, and 2.1% at Urban Outfitters [102]. - Subscription segment net sales increased by 59.5%, primarily due to a 52.9% increase in the average number of active subscribers [103]. Store Expansion - Total company-owned stores increased from 733 to 744 from January 31, 2025, to April 30, 2025, with 13 new stores opened [89]. - Projected total company-owned stores for fiscal 2026 is expected to reach 780, with 64 new openings planned [93]. - Capital expenditures during fiscal 2026 are anticipated to be approximately $240 million, primarily for retail store expansion and technology investments [116]. Inventory and Expenses - Total inventory increased by $84.8 million, or 14.6%, to $663.8 million as of April 30, 2025 [105]. - Selling, general and administrative expenses increased by $27.1 million, or 8.1%, but decreased as a percentage of net sales to 27.2% [106]. Profitability - Gross profit increased to $489.1 million in the first quarter of fiscal 2026 from $408.4 million in the first quarter of fiscal 2025, with a gross profit percentage of 36.8% [104]. - Income from operations was $128.2 million, or 9.6% of net sales, compared to $74.6 million, or 6.2% of net sales, for the same period last year [107]. - The effective tax rate for the first quarter of fiscal 2026 was 21.4%, down from 23.6% in the first quarter of fiscal 2025 [108]. Segment Performance - North American Retail segment net sales for Anthropologie accounted for approximately 48.6% of total Retail segment net sales for the three months ended April 30, 2025, compared to approximately 47.8% for the comparable period in fiscal 2025 [84]. - North American Retail segment net sales for Free People accounted for approximately 23.8% of total Retail segment net sales for the three months ended April 30, 2025, compared to approximately 23.6% for the comparable period in fiscal 2025 [85]. - North American Retail segment net sales for Urban Outfitters accounted for approximately 14.8% of total Retail segment net sales for the three months ended April 30, 2025, down from approximately 16.8% for the comparable period in fiscal 2025 [86]. - Selling square footage for Urban Outfitters decreased by 3.9% from April 30, 2024, to April 30, 2025 [91]. - The Free People brand's selling square footage increased by 4.7% from April 30, 2024, to April 30, 2025 [91]. Future Growth Strategies - The company plans to expand its digital channels both domestically and internationally to drive future growth [92].

Financial Performance - Net sales for the three months ended April 30, 2025, were $190,546 thousand, an increase from $184,383 thousand in the same period of 2024, representing a growth of 0.63%[12] - Gross profit for the six months ended April 30, 2025, was $33,817 thousand, compared to $31,298 thousand for the same period in 2024, reflecting an increase of 8.05%[12] - Operating income for the three months ended April 30, 2025, was $7,630 thousand, slightly up from $7,316 thousand in the prior year, indicating a growth of 4.31%[12] - Net income attributable to Calavo Growers, Inc. for the six months ended April 30, 2025, was $11,265 thousand, compared to a net loss of $205 thousand in the same period of 2024[12] - Basic net income per share for continuing operations was $0.38 for the three months ended April 30, 2025, compared to $0.36 for the same period in 2024, showing an increase of 5.56%[12] - For the three months ended April 30, 2025, net sales reached $190.546 million, a 3.3% increase from $184.383 million in the same period of 2024[24] - For the six months ended April 30, 2025, net sales reached $344,931 thousand, compared to $311,989 thousand for the same period in 2024, reflecting an increase of 10.5%[25] - Net income attributable to Calavo Growers, Inc. for the three months ended April 30, 2025, was $6.850 million, compared to a net loss of $6.062 million in the same period of 2024[15] - Basic and diluted net income per share attributable to Calavo Growers, Inc. for the three months ended April 30, 2025, was $0.38, compared to $0.34 for the same period in 2024[60] Cash Flow and Liquidity - Cash flows from operating activities for the six months ended April 30, 2025, were $11,264 thousand, significantly higher than $2,150 thousand in the same period of 2024[13] - The company reported a net increase in cash and cash equivalents to $60,361 thousand as of April 30, 2025, up from $4,273 thousand at the end of the same period in 2024[13] - The company declared a dividend of $0.20 per share in April 2025, totaling $3.574 million[15] - The company paid dividends of $3.6 million on January 31, 2025, and another $3.6 million on April 29, 2025, at a rate of $0.20 per share[38] - The company declared a quarterly cash dividend of $0.20 per share on June 3, 2025, payable on July 30, 2025[74] Segment Performance - The Fresh segment generated $160.531 million in sales for the three months ended April 30, 2025, compared to $136.055 million in the same period of 2024, reflecting an 18% increase[24] - The Prepared segment reported net sales of $15.885 million for the three months ended April 30, 2025, down from $17.628 million in the same period of 2024, a decrease of 9.9%[24] - The Fresh segment's sales for the six months ended April 30, 2025, totaled $284.370 million, compared to $235.686 million in the same period of 2024, an increase of 20.6%[24] Expenses and Costs - Selling, general and administrative expenses decreased to $10,303 thousand for the three months ended April 30, 2025, from $13,020 thousand in the same period of 2024, a reduction of 20.9%[12] - The company incurred $10.4 million and $22.0 million of cost of sales to Belher for the three months ended April 30, 2025, and 2024, respectively[35] Assets and Liabilities - The total inventory as of April 30, 2025, was $41,625 thousand, up from $34,157 thousand as of October 31, 2024, marking an increase of 21.9%[27] - The net carrying value of long-lived assets as of April 30, 2025, was $51,058 thousand, down from $54,200 thousand as of October 31, 2024, a decrease of 5.4%[26] - The company had outstanding payables to Board members totaling $0.4 million as of April 30, 2025, compared to none as of October 31, 2024[29] - The investment in Don Memo was valued at $3 million as of April 30, 2025, an increase from $2.4 million as of October 31, 2024[32] - The company reported a total balance of shareholders' equity of $206.559 million as of April 30, 2025, up from $202.869 million as of January 31, 2025[15] Strategic Focus and Future Outlook - The company plans to continue focusing on operational efficiency and potential market expansion strategies in the upcoming quarters[8] - The company is currently evaluating the potential effects of recently issued accounting standards on its financial statement disclosures[21][22][23] - The company has not experienced any changes related to lease contingencies, with a maximum exposure of $32 million in future minimum lease payments[55][56] - The company continues to assess its obligation under lease contingencies but does not believe it is probable that it will be required to fulfill any obligations under these leases[56] Market and Risk Assessment - There have been no material changes in market risk from the information provided in Item 7A[138] - The quantitative and qualitative disclosures about market risk are included in the Annual Report on Form 10-K for the year ended October 31, 2024[138] Other Notable Events - The company experienced a foreign currency gain of $957 thousand for the three months ended April 30, 2025, compared to a loss of $181 thousand in the same period of 2024[12] - The company has renamed its "Grown" reportable segment to "Fresh" to better reflect its activities, with no impact on financial results or performance metrics[18] - The Fresh Cut business was sold for a total transaction value of $83 million, with $52 million for business assets and $31 million for real estate[71][72] - The company incurred a goodwill impairment charge of $9.3 million in connection with the sale of the Fresh Cut business[68] - The company recorded a provision of $11 million in the third quarter of fiscal year 2021 related to the 2013 tax assessment, which includes estimated fines, interest, and inflationary adjustments[53] - As of April 30, 2025, the company's VAT receivables from the Mexican government totaled $50.7 million (1.0 billion Mexican pesos), reflecting a slight increase from $48.7 million (976.0 million Mexican pesos) as of October 31, 2024[63]