Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________________________________________________________________________________________ FORM 10-Q ____________________________________________________________________________________________ (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 23, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended November 24, 2024, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for _________ to _________. LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 94-3025618 (State or other jurisdict ...

Corporate Structure and Subsidiaries - Global Mofy Cayman is a holding company incorporated on September 29, 2021, with no significant assets or operations, conducting business in China through Global Mofy China and its subsidiaries[60] - Global Mofy HK, incorporated on October 21, 2021, is a wholly-owned subsidiary of Global Mofy Cayman and acts as a holding company with no active business[61] - Global Mofy Zhejiang WFOE, incorporated on April 3, 2023, is a wholly-owned subsidiary of Global Mofy HK and engages in technology development, technical services, and software development[62] - Global Mofy China, incorporated on November 22, 2017, is an operating subsidiary engaged in technology development, technical services, design, advertisement production, and film screening[63] - Kuyu Intelligent, incorporated on September 3, 2024, is a wholly-owned subsidiary of Global Mofy Zhejiang WFOE and currently not engaging in any active business[64] - Kashi Mofy, incorporated on July 31, 2019, is a wholly-owned subsidiary of Global Mofy China and is one of the operating subsidiaries[65] - Xi'an Mofy, incorporated on June 8, 2018, is a majority-owned subsidiary of Global Mofy China and currently not engaging in any active business[66] - Global Mofy California, incorporated on December 14, 2023, is a wholly-owned subsidiary of Global Mofy China and currently not engaging in any active business[67] - The VIE structure was dissolved on July 8, 2022, making Global Mofy China a wholly-owned subsidiary of Global Mofy WFOE[44] - Global Mofy China dissolved its VIE structure in June 2022 due to changes in business scope and regulatory concerns, transitioning to a direct parent-subsidiary structure[70] - Global Mofy's corporate structure includes subsidiaries such as Global Mofy HK Limited, Global Mofy Zhejiang WFOE, and Xi'an Mofy, with varying ownership percentages and business activities[225][226][228] - Global Mofy China's corporate structure includes 12 subsidiaries, with key entities like Global Mofy HK Limited and GMM Discovery LLC incorporated in Hong Kong SAR and Delaware respectively[116] Financial Performance and Risks - Revenue for the year ended September 30, 2024 was $41.36 million, with 51% from virtual technology services and 49% from digital assets development and others[142] - Revenue from digital assets development and others grew from $4.02 million in 2022 to $20.5 million in 2024, representing 49% of total revenue[156] - One customer accounted for 13% of total revenue in 2024, while two customers accounted for 20% and 17% of total revenue in 2022[159] - The company expanded into digital asset development in 2021 and entered the metaverse industry, with revenue from this business line reaching $20.5 million in 2024[156] - The company has a history of net losses and negative cash flows from operating activities, which may continue in the future[157] - The company faces risks related to the metaverse and digital entertainment industry, including market conditions, customer preferences, and potential regulations[169] - The company may face challenges in maintaining and growing its digital asset base and operating margins[163] - The company's business is subject to risks from natural disasters, political crises, and public health crises, such as the COVID-19 pandemic[148] - The company may face difficulties in complying with Section 404 of the Sarbanes-Oxley Act, which could lead to material misstatements in financial statements[172] - The COVID-19 outbreak has severely impacted global economies, leading to reduced tourist arrivals, business exchanges, and economic slowdowns, with global financial markets experiencing high volatility[173] - The company's Class A Ordinary Shares have declined significantly, risking delisting from Nasdaq, which could discourage U.S. broker-dealers from trading the shares due to penny stock rules[175][176] - The company's dual-class share structure concentrates voting control with the CEO and Chairman of the Board and their affiliates[174] - The company remains an "emerging growth company" until it exceeds $1.235 billion in annual gross revenues, becomes a "large accelerated filer," or issues more than $1.0 billion in nonconvertible debt[184] - The company's future success depends on the market acceptance and widespread adoption of the metaverse, with potential risks from PRC government regulations against the industry[199] - The company is exposed to risks from epidemics and infectious diseases, such as COVID-19, which could materially and adversely affect its business[205] - The company's Class A Ordinary Shares are subject to high volatility, which could result in substantial losses for investors and affect the company's ability to retain key employees[177][181] - The company may face challenges in raising additional capital due to unpredictable capital markets, which could limit its ability to fund operations and respond to competitive pressures[203] - The company has identified material weaknesses in its internal control over financial reporting, which could result in inaccuracies in financial statements and hinder fraud prevention[204] - The company does not expect to pay cash dividends to shareholders in the foreseeable future[215] Regulatory and Compliance - PRC regulations permit the payment of dividends only out of accumulated profits, as determined in accordance with Chinese accounting standards and regulations[50] - Global Mofy acquired domestic operating entities using a "two-step slow-walk" method, avoiding Ministry of Commerce approval, but risks remain if the method is deemed invalid retroactively[69] - PRC subsidiaries are required to set aside 10% of net income after taxes as statutory surplus reserves until reserves reach 50% of registered capital[85] - No dividends, distributions, or transfers have been made between Global Mofy Cayman and its subsidiaries as of the report date[86] - PRC subsidiaries can transfer funds internally under the Provisions on Private Lending Cases, but no cash has been transferred to the holding company or US investors[74] - Global Mofy's auditor, YCM CPA INC., is based in the US and subject to PCAOB inspections, ensuring compliance with US regulatory standards[88] - PRC subsidiaries have obtained all necessary business licenses and permissions required for operations in China[89] - The Holding Foreign Companies Accountable Act (HFCAA) could impact Global Mofy if future regulatory changes impose stricter criteria on non-US auditors[78] - The company's operations in China are subject to foreign exchange regulations, including the need for approval or registration for capital account transactions such as direct investments and repatriation of profits[94] - In 2012, SAFE simplified foreign exchange procedures, allowing foreign-invested enterprises to open multiple capital accounts and remit profits without prior approval[95] - Circular 19 and Circular 16 allow foreign-invested enterprises to use foreign exchange funds for current and capital account expenditures within their business scope, with certain restrictions[96] - PRC residents or entities must register with qualified banks for foreign exchange matters related to offshore investment and financing through special purpose vehicles (SPVs)[97] - Failure to comply with foreign exchange registration requirements may result in restrictions on dividend payments and capital inflows, as well as penalties[99] - FIEs in China can only distribute dividends from retained earnings and must set aside at least 10% of after-tax profits as statutory reserve funds until reaching 50% of registered capital[100] - The company's operations are in compliance with PRC labor laws, including the requirement to execute written employment contracts and contribute to social insurance and housing provident funds[111] - Employers failing to pay social insurance on time may face fines of 0.05% of unpaid amounts per day, escalating to 1-3 times the unpaid sum if not rectified within the prescribed time limit[112] - The company's subsidiaries and operations are structured in compliance with PRC regulations, including those governing foreign-invested enterprises[110][114] - The company is subject to cybersecurity review requirements if it controls more than one million users' personal information and seeks to list in a foreign country[144] - The company's compliance with U.S. securities regulations, including the Sarbanes-Oxley Act and the Exchange Act, will increase legal, accounting, and financial compliance costs, particularly after it is no longer an "emerging growth company"[220] - The company's corporate governance is governed by Cayman Islands law, which may provide less protection for shareholders compared to U.S. statutes or judicial precedents[223] Intellectual Property and Technology - Global Mofy China holds 5 registered trademarks, 1 registered domain name, and 45 registered copyrights, while Xi'an Mofy and Zhejiang Mofy hold 5 and 9 copyrights respectively[120] - The company plans to register its 3D digital assets using part of the IPO proceeds, as these assets are currently protected under PRC copyright laws but not formally registered[121] - Global Mofy China has registered 14 copyrighted works, including "Wu Gen Zhi Guo" and "Barlow Rabbit," with completion dates ranging from 2018 to 2021[126] - The company has developed 13 software systems, including the Global Mofy Maya Assets Batch Importing Plug-in System and the Global Mofy AI Visual Effect Platform, all registered under copyright[128] - The company's intellectual property strategy relies on trademarks, patents, know-how, and confidentiality agreements with employees, customers, and suppliers to maintain technological advantages[119] - Global Mofy China does not rely on third-party intellectual property rights for its business operations, emphasizing self-developed assets and technologies[120] - Global Mofy's digital asset bank contains over 100,000 high-precision 3D digital assets with 4K (4096*2160) resolution[135] - The company operates in two main business lines: virtual technology services and digital asset development, with plans to cease the digital marketing line[135] - Global Mofy's proprietary "Mofy Lab" platform utilizes 3D rebuilt technology and AI interactive technology to create high-definition virtual content[140] - The company has developed the Gausspeed platform, leveraging NVIDIA Omniverse and RTX GPUs for generative AI solutions[135] - Virtual technology service contracts are primarily fixed-price, milestone-based, covering visual effect design, content development, and production[137] - Digital assets are licensed for use in applications such as movies, TV series, AR/VR, animation, advertising, and gaming[138] - The company plans to expand its digital asset bank and develop more products to serve the growing digital content market[139] - Global Mofy has registered multiple software systems, including Virtual Asset Identification and Analysis Software (V1.0) and Virtual Asset Conversion Software (V1.0)[129] - The company has developed real-time rendering efficiency enhancement software (V1.0) and automated image perspective correction tools (V1.0)[131] - Global Mofy owns the domain name globalmofy.cn, registered under Global Mofy (Beijing) Technology Co., Limited[132] - Global Mofy China's registered trademarks include "Mo Fei Shi Xiao," "Mo Fei Ying Ye," and "GAUSSPEED Gao Si Guang Nian," with application dates ranging from 2021 to 2024[123] Financial Reporting and Accounting - The company prepares its consolidated financial statements as of and for the year ended September 30, 2021, in accordance with International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union[216] - The company may take advantage of the extended transition period for adopting new or revised accounting standards under the JOBS Act if it converts to U.S. GAAP while still an "emerging growth company"[216] - The company is exempt from including an attestation report on internal control over financial reporting issued by its independent registered public accounting firm while it remains an "emerging growth company"[217] - The company is not subject to U.S. proxy rules and its officers, directors, and principal shareholders are exempt from Section 16 reporting and "short-swing" profit recovery provisions under the Exchange Act[218] - The company issued a total of 827,589 ordinary shares upon the exercise of new warrants through Alternative Cashless Exercise on July 5 and July 10, 2024, resulting in the retirement of all new warrants[234] - The company established a VIE structure through agreements with Global Mofy China and its shareholders, consolidating Global Mofy China and its subsidiaries in its financial statements under U.S. GAAP[229] - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors holding its Class A Ordinary Shares or warrants[221][222] Real Estate and Assets - Global Mofy China's office in Beijing covers an area of 1,962.14 square meters, leased for three years starting September 18, 2023, with a monthly rent of RMB 266,360 (approximately US$36,675)[118]

Resources Connection Reports Financial Results for Second Quarter Fiscal 2025 DALLAS, Texas, January 2, 2025 – Resources Connection, Inc. (Nasdaq: RGP) (the "Company"), a professional services firm, today announced its financial results for its second quarter of fiscal 2025 ended November 23, 2024. Second Quarter Fiscal 2025 Highlights Compared to Prior Year Quarter: Management Commentary • Revenue of $145.6 million compared to $163.1 million, a decline of 10.7% • Same-day constant currency revenue, a non-G ...

Lifecore Biomedical Reports Second Quarter Fiscal 2025 Financial Results and Provides Corporate Update Exhibit 99.1 -- Recorded Revenues of $32.6 Million for Q2 Fiscal 2025 -- -- Signed Multiple Development Agreements with New Customers -- -- Strengthened Balance Sheet with Financing Raising Approximately $24.3 Million, and Favorable Restructuring of Credit Facility with BMO -- Conference Call Today at 4:30pm ET CHASKA, Minn., January 2, 2025 (GLOBE NEWSWIRE) -- Lifecore Biomedical, Inc. (NASDAQ: LFCR) ("Li ...

Sales Performance - Sales for the three months ended November 24, 2024, increased by 6.0% to $2,890.0 million compared to $2,727.3 million in the same period last year[124] - Total sales increased 6.0% to $2.89 billion for Q2 FY2025 and 3.5% to $5.65 billion for the first six months of FY2025, driven by 142 net new restaurants and a blended same-restaurant sales increase of 2.4% and 0.7% respectively[151] - Olive Garden's sales increase for the second quarter of fiscal 2025 was driven by a 3.7% increase in average check, partially offset by a 1.6% decrease in same-restaurant guest counts[132] - Olive Garden's sales increased by 3.3% to $1,292.5 million in Q2 FY2025 compared to $1,251.4 million in Q2 FY2024, with same-restaurant sales (SRS) growth of 2.0%[181] - LongHorn Steakhouse's sales grew by 10.4% to $710.1 million in Q2 FY2025, driven by a 7.5% increase in same-restaurant sales, with guest counts up 4.3% and average check up 3.1%[181][182] - Fine Dining segment sales declined by 3.8% to $306.0 million in Q2 FY2025, with same-restaurant sales down 5.8%[181] - Other Business segment sales increased by 12.9% to $581.4 million in Q2 FY2025, with same-restaurant sales up 0.7%[181] Earnings and Profitability - Net earnings for the six months ended November 24, 2024, increased by 3.9% to $422.3 million compared to $406.6 million in the same period last year[124] - Net earnings from continuing operations were $215.7 million for Q2 FY2025 and $423.3 million for the first six months of FY2025, compared to $212.3 million and $407.1 million in the same periods of FY2024[151] - Operating income for the six months ended November 24, 2024, increased by 5.6% to $561.3 million compared to $531.4 million in the same period last year[124] - Olive Garden's segment profit margin increased to 21.4% in November 2024, up 40 basis points from 21.0% in November 2023[189] - LongHorn Steakhouse's segment profit margin rose to 18.9% in November 2024, a 150 basis points increase from 17.4% in November 2023[189] - Fine Dining's segment profit margin decreased to 17.2% in November 2024, down 60 basis points from 17.8% in November 2023[189] - Other Business segment profit margin increased to 13.6% in November 2024, up 70 basis points from 12.9% in November 2023[189] - LongHorn Steakhouse's profit margin increase was driven by positive same-restaurant sales and lower food and beverage costs[191] - Fine Dining's profit margin decrease was due to negative same-restaurant sales and higher restaurant labor costs[191] - Other Business' profit margin increase was primarily due to the addition of Chuy's operating results and lower food and beverage costs[191] Expenses and Costs - Marketing expenses increased by 32.2% to $48.8 million for the three months ended November 24, 2024, primarily due to increased marketing and media spend[124][136] - Food and beverage costs decreased as a percentage of sales by 0.9% due to pricing leverage, cost savings, and inflation impacts[185] - Restaurant labor costs decreased as a percentage of sales by 0.5% due to sales leverage and productivity improvements, partially offset by inflation[185] - Marketing expenses increased as a percentage of sales due to higher marketing and media spend[185] - General and administrative expenses increased as a percentage of sales by 0.7% due to Chuy's transaction and integration costs[185] - Depreciation and amortization expenses increased as a percentage of sales due to the Chuy's acquisition and new restaurant investments[185][186] Debt and Financial Position - The carrying value and fair value of long-term debt as of November 24, 2024, was $2.12 billion and $2.13 billion, respectively[143] - The company had $94.5 million of standby letters of credit related to workers' compensation and general liabilities as of November 24, 2024[145] - The company acquired 100% of Chuy's Holdings, Inc. for $649.1 million in an all-cash transaction, financed by $400.0 million in 4.350% senior notes due 2027 and $350.0 million in 4.550% senior notes due 2029[151] - The company's outstanding long-term debt as of November 24, 2024, includes $500 million of unsecured 3.850% senior notes due in May 2027[202] - The company has a $1.25 billion Revolving Credit Agreement with $974.2 million of credit available as of November 24, 2024[166] Cash Flow and Capital Expenditures - Net cash flows from operating activities increased to $661.8 million for the first six months of FY2025, up from $609.9 million in the same period of FY2024[172] - Capital expenditures increased to $314.5 million for the first six months of FY2025, reflecting higher new restaurant construction and remodel spend[173] - Net cash flows from operating activities increased in fiscal 2025 due to higher net earnings and timing of federal income tax payments[204] - The company believes its internal cash-generating capabilities and potential issuance of equity or unsecured debt securities will be sufficient to finance capital expenditures through fiscal 2025[205] Share Repurchases and Current Assets - The company repurchased 0.9 million shares in Q2 FY2025 and 2.1 million shares in the first six months of FY2025 under a $1 billion share repurchase program[174] - Current assets totaled $879.6 million as of November 24, 2024, up from $822.8 million as of May 26, 2024, primarily due to increases in inventories and prepaid expenses[175] Strategic Initiatives and Partnerships - The company entered into an exclusive multi-year delivery arrangement with Uber Technologies, Inc., with a pilot for first-party delivery at approximately 100 Olive Garden locations[129] - The company expects fiscal 2025 sales to be approximately $12.1 billion, with same-restaurant sales growth of approximately 1.5% and 50 to 55 new restaurant openings[131] - Total restaurant count increased to 2,152 as of November 24, 2024, up from 2,010 in the same period last year[127] Tax and Risk Management - The effective income tax rate for Q2 FY2025 was 12.3%, up from 12.1% in Q2 FY2024, primarily due to nondeductible transaction costs related to Chuy's acquisition[160] - Potential losses from equity forwards, commodity instruments, and interest rate exposures were estimated at $58.6 million over one year as of November 24, 2024[180] Segment Performance - Fine Dining segment saw a same-restaurant sales decrease of 8.3% in Q2 FY2025 due to a 8.3% decrease in guest counts, partially offset by a 2.7% increase in average check[156] - Fine Dining segment sales declined by 3.8% to $306.0 million in Q2 FY2025, with same-restaurant sales down 5.8%[181] - Other Business segment sales increased by 12.9% to $581.4 million in Q2 FY2025, with same-restaurant sales up 0.7%[181]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 2, 2025 Tesla, Inc. (Exact Name of Registrant as Specified in Charter) Texas 001-34756 91-2197729 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 1 Tesla Road Austin, Texas 78725 (Address of Principal Executive Offices, and Zip Co ...

Worldwide Headquarters 1200 Willow Lake Boulevard St. Paul, Minnesota 55110-5101 Steven Brazones Investor Relations Contact 651-236-5060 NEWS January 2, 2025 H.B. Fuller Announces Preliminary Fiscal Year 2024 Results ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) announced today unaudited preliminary financial results for fiscal year 2024 and scheduled the company's fourth quarter investor conference call. These preliminary results are estimates and remain subject to completion of the company's fiscal ye ...

Gas Sales and Prices - Gas sales under the Mobil Agreement increased by 1.2% to 12.592 billion cubic feet in fiscal 2024 compared to 12.439 billion cubic feet in fiscal 2023[84] - Gas sales under the OEG Agreement decreased by 4.5% to 42.918 billion cubic feet in fiscal 2024 from 44.944 billion cubic feet in fiscal 2023[86] - Average gas prices under the OEG Agreement decreased by 55.4% to 3.7929 Euro cents/kWh in fiscal 2024 from 8.4965 Euro cents/kWh in fiscal 2023[87] - The average gas price under the Mobil Agreement decreased by 51.1% to $11.52 per thousand cubic feet in fiscal 2024 from $23.54 per thousand cubic feet in fiscal 2023[85] Financial Performance - The Trust's cash and cash equivalents increased to $1,625,343 in 2024 from $795,201 in 2023[139] - Royalties received decreased to $5,785,303 in fiscal 2024 from $22,016,103 in fiscal 2023[145] - Net income decreased to $5,057,813 in fiscal 2024 from $21,173,515 in fiscal 2023[143] - Distributions paid decreased to $4,411,483 in fiscal 2024 from $20,770,734 in fiscal 2023[143] Adjustments and Exchange Rates - Negative adjustments for calendar 2023 under the OEG and Mobil agreements were $1,000,143 and $1,619,368, respectively[83] - The average Euro/U.S. dollar exchange rate for fiscal 2024 was 1.0834, unchanged from fiscal 2023[85]

Store Operations - As of February 3, 2024, the company operated 589 stores in the United States and Puerto Rico[103] - As of February 3, 2024, the company operated 589 retail and factory outlet stores in the United States and Puerto Rico[228] - The company's total store count is 589, including 518 retail and outlet stores, 12 UpWest stores, and 59 Bonobos stores[334] Financial Performance - The company's selling, general, and administrative expenses were $594.1 million in 2023, representing 32.0% of net sales[135] - Gross profit decreased to $400.382 million in 2023 from $528.594 million in 2022, with a gross margin percentage drop of 680 basis points to 21.6%[134] - Net loss for the year ended February 3, 2024, was $(208.539) million, contributing to a decrease in retained earnings to $130.752 million[222] - Net loss for 2023 was $208.5 million, compared to a net income of $293.8 million in 2022[224] - Net sales for 2023 decreased by 0.5% ($9.8 million) to $1,854.4 million compared to 2022, with a 9% decline in total consolidated comparable sales[132] Cash Flow and Financing - Net cash used in operating activities was $56.8 million in 2023, an increase of $100.2 million compared to 2022[157] - Net cash used in investing activities was $54.5 million in 2023, primarily due to the acquisition of Bonobos for $28.3 million and capital expenditures of $26.1 million[159] - Net cash used in operating activities decreased to $(56.836) million in 2023 from $(157.080) million in 2022[156] - Net cash provided by financing activities increased to $81.861 million in 2023 from $(14.496) million in 2022, driven by borrowings under debt arrangements[160] - The company obtained $214.0 million in post-petition debtor-in-possession financing, including a $25.0 million new money term loan and $189.0 million in roll-up loans[171] - The company secured a $140,000,000 Asset-Based Term Loan Agreement on January 13, 2021[274] - A Second Amended and Restated $250,000,000 Asset-Based Loan Credit Agreement was executed on January 13, 2021[274] - The company entered into an Amended Revolving Credit Facility on January 25, 2023[274] Bankruptcy and Restructuring - The company filed for Chapter 11 bankruptcy on April 22, 2024, and the Bankruptcy Court confirmed the Plan on December 17, 2024[88][94] - The company filed for Chapter 11 bankruptcy on April 22, 2024, with the plan expected to be effective by December 31, 2024[209] - The company anticipates the Plan will go effective on or about December 31, 2024, with no operations remaining other than the wind-down process[324] - The Company filed for Chapter 11 bankruptcy on April 22, 2024, and the Bankruptcy Court confirmed the Plan on December 17, 2024[361][347] - The Company anticipates the Plan will go effective on or about December 31, 2024, after which it will have no operations other than the wind-down process[337][347] - The company closed 118 unexpired leases through the Chapter 11 process[304] - The Bankruptcy Court approved PricewaterhouseCoopers LLP as a post-petition audit service provider[254] Acquisitions and Investments - The company completed the acquisition of Bonobos on May 23, 2023, adding $152.2 million in net sales for 2023[338][132] - Bonobos, a wholly-owned subsidiary, represented 7% of total assets and 8% of total sales excluded from the audit of internal control over financial reporting[208] - The company recorded a $27.2 million impairment on equity method investments in 2023[224] - The Company recognized a $27.2 million impairment charge related to its equity method investment in 2023[354] - The Company indirectly held a 40% equity method interest in the Joint Venture as of February 3, 2024[342] Executive Compensation - The company's CEO, Stewart Glendinning, received a total compensation of $1,997,868 in 2023, including a $1,000,000 bonus[233] - Mr. Glendinning's annual base salary is $1,350,000 with an annual incentive award target amount[237] Intellectual Property and Licensing - The Company paid actual royalties at a rate of 3.25% of net sales from retail sales of certain licensed goods in the first through the fifth contract years, and 3.5% thereafter, and 8% of net sales from wholesale sales of such goods[251] - The Company committed to an annual guaranteed minimum royalty of $60 million in the first contract year, increasing by $1 million per year for the next five contract years, and remaining at $65 million following the sixth contract year[251] - The IP License Agreement provided the Company with an exclusive license in the United States to the intellectual property contributed to the IP JV and certain other intellectual property[251] - The initial term of the IP License Agreement was 10 years, and the IP License Agreement automatically renewed for successive renewal terms of 10 years[251] - The Company agreed to pay the IP JV a royalty on net sales of certain licensed goods[251] - A License Agreement with WHP Investments, LLC was executed on May 23, 2023[274] - The company formed an intellectual property joint venture with WHP Global to scale the Express brand through new domestic category licensing and international expansion opportunities[333] Asset and Lease Transactions - The Company entered into an asset purchase agreement with the Phoenix JV for a total purchase price of approximately $172.0 million, including $134.0 million in cash consideration and $38.0 million in assumed liabilities[335] - The Purchase Agreement provided for a total purchase price of approximately $172.0 million, consisting of approximately $134.0 million in cash consideration and $38.0 million of assumed liabilities[303] - The Sale Transaction was successfully consummated on June 21, 2024, assigning 403 leases for Express stores, 50 leases for Bonobos stores, and the lease for the Company's corporate headquarters in Columbus, Ohio, to the Phoenix JV[303] - The Company received a non-binding letter of intent from Phoenix JV for the potential acquisition of a substantial portion of the Company's assets and the assumption of leases on a minimum of 280 stores for aggregate cash consideration in the amount of $10.0 million plus 100% of the net orderly liquidation value of acquired merchandise[303] Taxes and Royalties - The company's royalty income was $(22.4) million in 2023, representing (1.2)% of net sales[137] - The company's income tax benefit was $(693) thousand in 2023, with an effective tax rate of 0.3%[146] - Distributions received by the Company from the IP JV during fiscal year 2023 totaled $22.4 million[267] - The company received a CARES Act refund of approximately $49.0 million on April 15, 2024[306] Stock and Equity - The company implemented a 1-for-20 reverse stock split of its Common Stock on August 30, 2023[107] - The company's Common Stock was delisted from the NYSE on March 6, 2024 due to non-compliance with market capitalization requirements[79] - The company issued and sold 5.4 million shares of common stock to WHP for an aggregate purchase price of $25.0 million in January 2023[170] - The company's equity compensation plan includes 206,144 performance-based RSUs with potential payout ranging from 0% to 200% of target[265] - The Company implemented a 1-for-20 reverse stock split effective August 30, 2023[365] Internal Controls and Reporting - The company's disclosure controls and procedures were effective at the reasonable assurance level as of February 3, 2024[312] - The company's internal control over financial reporting was evaluated based on the Internal Control - Integrated Framework (2013) issued by COSO[313] - The company's executive officers are appointed by the Board and serve until their successors have been duly elected and qualified or their earlier resignation or removal[327] Other Expenses and Charges - Buying and occupancy costs increased by $2.7 million due to severance charges and $3.4 million due to impairment charges in 2023[134] - Other operating income, net decreased to $(9.375) million in 2023 from $(590) thousand in 2022, representing a $(8.785) million decrease[138] - Other expense (income), net increased to $27.2 million in 2023 from $(1.384) million in 2022, primarily due to an impairment of equity method investment[145] - The Company recognized $4.7 million in restructuring charges in 2023, including $2.7 million in cost of goods sold and $2.0 million in selling, general, and administrative expenses[340] - The Company recognized impairment charges of $3 million related to store level property and equipment and right of use assets for the year ended February 3, 2024[213] - Consolidated property and equipment, net of $106 million and consolidated right of use asset, net of $529 million as of February 3, 2024[213] Miscellaneous - Store related Property and Equipment, including right of use assets, are tested for recoverability based on indicators such as material adverse changes in projected revenues and significant negative economic conditions[180] - Inventory adjustments were made based on the lower of cost or net realizable value, with a weighted-average cost basis[186] - The company's cash and cash equivalents decreased by $29.4 million to $36.2 million at the end of 2023[224] - Capital expenditures were $26.1 million in 2023, down from $47.4 million in 2022[224] - Outstanding checks not yet presented for payment amounted to $12.5 million as of February 3, 2024[348] - Total advertising expense was $122.0 million in 2023, a decrease from $134.9 million in 2022[357] - The company's gain on transaction with WHP decreased by $409.5 million in 2023 compared to 2022[144] - The Company completed an Investment Agreement with WH Borrower, LLC on December 8, 2022[274] - A Membership Interest Purchase Agreement was signed on December 8, 2022, involving Express, Inc., WH Borrower, LLC, and Express, LLC[274] - The equity interests in the Joint Venture was sold pursuant to the Sale Transaction[267] - Bonobos' total assets and total revenues represent approximately 7% and 8% of the company's total assets and total revenues, respectively, as of February 3, 2024[315] - The company obtained $214.0 million of DIP Facilities to administer the Chapter 11 Cases and operate the business during the pendency of the cases[321] - Related Person Transactions require approval if the amount exceeds $120,000[249]