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 quarterly period ended July 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Skillsoft Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporatio ...

[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) [Company Introduction](index=1&type=section&id=Company%20Introduction) InnovAge Holding Corp provides comprehensive healthcare for frail seniors through the PACE program and announced its fiscal 2025 results - InnovAge (Nasdaq: INNV) is an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE)[2](index=2&type=chunk) - The company announced financial results for its fiscal fourth quarter and full year ended June 30, 2025[2](index=2&type=chunk) [CEO Statement](index=1&type=section&id=CEO%20Statement) The CEO highlighted fiscal 2025's success and expressed confidence for continued momentum into fiscal 2026 - Patrick Blair, CEO, stated that 'Fiscal 2025 was a strong year The combination of **responsible growth, financial discipline, clinical performance, and compliance execution** is what gives us confidence in the durability of our progress'[3](index=3&type=chunk) - The company expects Fiscal 2026 to continue that momentum[3](index=3&type=chunk) [Fiscal Year 2025 Financial Performance Highlights](index=1&type=section&id=Fiscal%20Year%202025%20Financial%20Performance%20Highlights) [GAAP Financial Performance](index=1&type=section&id=GAAP%20Financial%20Performance) The company reported an 11.8% revenue increase to $853.7 million but saw its net loss widen by 52% to $35.3 million | Metric | FY2025 (in millions) | FY2024 (in millions) | YoY Change (%) | | :-------------------------- | :------------------- | :------------------- | :------------- | | Total revenues | $853.7 | $763.9 | 11.8% | | Loss Before Income Taxes | $(34.0) | $(21.8) | 56.0% | | Net Loss | $(35.3) | $(23.2) | 52.0% | | Net Loss margin | (4.1)% | (3.0)% | 1.1 pp | | Net Loss per share | $(0.22) | $(0.16) | - | | Net Loss Attributable to InnovAge Holding Corp. | $(30.3) | $(21.3) | - | [Non-GAAP Financial Performance](index=2&type=section&id=Non-GAAP%20Financial%20Performance) Non-GAAP metrics showed strong growth, with Adjusted EBITDA more than doubling and participant census increasing | Metric | FY2025 (in millions) | FY2024 (in millions) | YoY Change (%) | | :-------------------------------- | :------------------- | :------------------- | :------------- | | Center-level Contribution Margin | $153.6 | $132.1 | 16.3% | | Center-level Contribution Margin as % of revenue | 18.0% | 17.3% | 0.7 pp | | Adjusted EBITDA | $34.5 | $16.5 | 109.1% | | Adjusted EBITDA margin | 4.0% | 2.2% | 1.8 pp | - Census increased to approximately **7,740 participants** in FY2025 compared to 7,020 participants in FY2024[8](index=8&type=chunk) [Fiscal Year 2026 Financial Guidance](index=2&type=section&id=Fiscal%20Year%202026%20Financial%20Guidance) The company projects FY2026 revenues of $900-$950 million and Adjusted EBITDA of $56-$65 million | Metric | Low (in millions) | High (in millions) | | :------------------ | :---------------- | :---------------- | | Census | 7,900 | 8,100 | | Total Member Months | 91,600 | 94,400 | | Total revenues | $900 | $950 | | Adjusted EBITDA | $56 | $65 | - Total Member Months are defined as the total number of participants multiplied by the number of months within a year in which each participant was enrolled in the program, serving as a precise metric for participant tracking[7](index=7&type=chunk) - The company is unable to provide guidance for net loss or a reconciliation of Adjusted EBITDA guidance due to the inherent difficulty in forecasting and quantifying certain reconciling items without unreasonable effort[7](index=7&type=chunk) [About InnovAge](index=3&type=section&id=About%20InnovAge) InnovAge is a market leader in PACE programs, serving approximately 7,740 participants across 20 centers in six states - InnovAge is a market leader in managing the care of high-cost, frail, and predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE)[11](index=11&type=chunk) - The company's mission is to enable older adults to age independently in their own homes for as long as safely possible[11](index=11&type=chunk) - As of June 30, 2025, InnovAge served approximately **7,740 participants across 20 centers in six states**[11](index=11&type=chunk) [Forward-Looking Statements - Safe Harbor](index=3&type=section&id=Forward-Looking%20Statements%20-%20Safe%20Harbor) This section details risks and uncertainties associated with forward-looking statements and directs readers to SEC filings - Forward-looking statements are identified by specific terminology (e.g, 'anticipate,' 'expect,' 'project') and relate to future operating or financial performance, not strictly historical facts[12](index=12&type=chunk) - These statements are based on current information, beliefs, expectations, and assumptions, but are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and outside of the company's control[13](index=13&type=chunk) - Important factors that could cause actual results to differ materially include the viability of growth strategy, ability to integrate acquisitions, macroeconomic challenges, government inspections, legal proceedings, dependence on government payors, and regulatory developments[13](index=13&type=chunk) [Note Regarding Use of Non-GAAP Financial Measures](index=4&type=section&id=Note%20Regarding%20Use%20of%20Non-GAAP%20Financial%20Measures) [Definition of Center-level Contribution Margin](index=4&type=section&id=Definition%20of%20Center-level%20Contribution%20Margin) This non-GAAP measure assesses segment performance by subtracting direct care costs from revenues - Center-level Contribution Margin is a non-GAAP measure used by management for assessing operating segment performance and allocating resources, particularly in budgeting and forecasting[16](index=16&type=chunk) - It is defined as total revenues less external provider costs and cost of care, excluding depreciation and amortization, encompassing all medical and pharmacy costs[17](index=17&type=chunk) - Sales and marketing expense or corporate, general and administrative expenses are not allocated across centers for the purpose of evaluating Center-level Contribution Margin[16](index=16&type=chunk) [Definition of Adjusted EBITDA](index=5&type=section&id=Definition%20of%20Adjusted%20EBITDA) Adjusted EBITDA is a non-GAAP measure calculated by adjusting net loss for specific non-cash and non-recurring items - Adjusted EBITDA is defined as net loss adjusted for interest expense, net, other investment income, depreciation and amortization, and provision (benefit) for income tax[18](index=18&type=chunk) - It includes addbacks for non-recurring or exceptional items such as management equity compensation, litigation costs and settlement, M&A diligence, transaction and integration, business optimization, EMR implementation, gain (loss) on cost and equity method investments, asset impairments, and loss on sale of assets[18](index=18&type=chunk) - Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of total revenue[18](index=18&type=chunk) [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows total assets of $526.9 million and total stockholders' equity of $237.9 million as of June 30, 2025 | Item | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | YoY Change (in thousands) | | :-------------------------------- | :--------------------------- | :--------------------------- | :------------------------ | | Total Assets | $526,851 | $547,661 | $(20,810) | | Total Liabilities | $263,943 | $247,853 | $16,090 | | Total Stockholders' Equity | $237,898 | $277,608 | $(39,710) | | Cash and cash equivalents | $64,129 | $56,946 | $7,183 | | Accounts receivable, net | $36,373 | $48,106 | $(11,733) | | Property and equipment, net | $168,044 | $193,022 | $(24,978) | | Goodwill | $142,046 | $139,949 | $2,097 | | Accounts payable and accrued expenses | $76,750 | $55,459 | $21,291 | | Long-term debt, net | $57,464 | $61,478 | $(4,014) | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company's statement of operations reveals an increased net loss of $35.3 million on revenues of $853.7 million for FY2025 | Item | Year Ended June 30, 2025 (in thousands) | Year Ended June 30, 2024 (in thousands) | YoY Change (in thousands) | | :------------------------------------ | :-------------------------------------- | :-------------------------------------- | :------------------------ | | Total revenues | $853,699 | $763,855 | $89,844 | | Total expenses | $883,460 | $787,035 | $96,425 | | Operating Loss | $(29,761) | $(23,180) | $(6,581) | | Loss Before Income Taxes | $(34,027) | $(21,819) | $(12,208) | | Net Loss | $(35,343) | $(23,221) | $(12,122) | | Net Loss Attributable to InnovAge Holding Corp. | $(30,313) | $(21,338) | $(8,975) | | Net loss per share - basic and diluted | $(0.22) | $(0.16) | $(0.06) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities improved significantly to $32.9 million, leading to a $7.2 million increase in total cash | Item | Year Ended June 30, 2025 (in thousands) | Year Ended June 30, 2024 (in thousands) | YoY Change (in thousands) | | :------------------------------------------ | :-------------------------------------- | :-------------------------------------- | :------------------------ | | Net cash provided by (used in) operating activities | $32,866 | $(36,898) | $69,764 | | Net cash used in investing activities | $(5,550) | $(26,373) | $20,823 | | Net cash used in financing activities | $(19,082) | $(7,034) | $(12,048) | | INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS & RESTRICTED CASH | $7,180 | $(70,305) | $77,485 | | CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD | $64,140 | $56,960 | $7,180 | [Reconciliation of GAAP and Non-GAAP Measures](index=11&type=section&id=Reconciliation%20of%20GAAP%20and%20Non-GAAP%20Measures) [Adjusted EBITDA Reconciliation](index=11&type=section&id=Adjusted%20EBITDA%20Reconciliation) Net loss is reconciled to Adjusted EBITDA, which rose to $34.5 million in FY2025, driven by adjustments for litigation and impairments | Item | Year Ended June 30, 2025 (in thousands) | Year Ended June 30, 2024 (in thousands) | YoY Change (in thousands) | | :------------------------------------ | :-------------------------------------- | :-------------------------------------- | :------------------------ | | Net Loss | $(35,343) | $(23,221) | $(12,122) | | Interest expense, net | $4,612 | $4,023 | $589 | | Depreciation and amortization | $19,510 | $18,950 | $560 | | Provision for income tax | $1,316 | $1,402 | $(86) | | Stock-based compensation | $7,619 | $6,832 | $787 | | Litigation costs and settlement | $19,367 | $4,878 | $14,489 | | M&A diligence, transaction and integration | $1,360 | $778 | $582 | | Business optimization | $3,040 | $4,399 | $(1,359) | | EMR implementation | $0 | $3,660 | $(3,660) | | Loss (gain) on cost and equity method investments | $1,393 | $(2,842) | $4,235 | | Asset impairments and loss on assets held for sale | $13,615 | $0 | $13,615 | | Adjusted EBITDA | $34,462 | $16,474 | $17,988 | | Adjusted EBITDA margin | 4.0% | 2.2% | 1.8 pp | - Litigation costs for FY2025 include **$10.1 million accrued** in connection with the potential settlement of a previously disclosed stockholder class action[24](index=24&type=chunk) - Asset impairments for FY2025 include a **$2.6 million impairment loss** for the investment in DispatchHealth Holdings Inc and charges related to halting developments for a planned de novo center in Louisville, Kentucky[26](index=26&type=chunk)[32](index=32&type=chunk) [Center-Level Contribution Margin Reconciliation](index=13&type=section&id=Center-Level%20Contribution%20Margin%20Reconciliation) Total revenues are reconciled to Center-Level Contribution Margin, which grew to $153.6 million in FY2025 | Item | Year Ended June 30, 2025 (in thousands) | Year Ended June 30, 2024 (in thousands) | YoY Change (in thousands) | | :------------------------------------ | :-------------------------------------- | :-------------------------------------- | :------------------------ | | Total revenues | $853,699 | $763,855 | $89,844 | | External provider costs | $431,152 | $403,010 | $28,142 | | Cost of care, excluding depreciation and amortization | $268,908 | $228,781 | $40,127 | | Center-Level Contribution Margin | $153,639 | $132,064 | $21,575 | | Center-Level Contribution Margin as a % of revenue | 18.0% | 17.3% | 0.7 pp | - Capitation revenue, the primary component of total revenues, increased to **$852.35 million** in FY2025 from $762.57 million in FY2024[33](index=33&type=chunk) - The 'All other' segment, primarily Senior Housing, contributed **$0.99 million to total revenues** and **$0.42 million to Center-Level Contribution Margin** in FY2025[34](index=34&type=chunk)

[Second Quarter 2025 Results Overview](index=1&type=section&id=1.%20Second%20Quarter%202025%20Results%20Overview) [Key Financial Highlights](index=1&type=section&id=1.1.%20Key%20Financial%20Highlights) GameStop Corp reported Q2 fiscal 2025 results with significant improvements in net sales, operating income, and net income year-over-year, alongside a substantial increase in cash and digital asset holdings Key Financial Data for Q2 FY2025 | Metric | Q2 2025 (Millions $) | Q2 2024 (Millions $) | YoY Change | | :-------------------------------- | :------------------- | :------------------- | :--------- | | Net Sales | 972.2 | 798.3 | +21.8% | | SG&A Expenses | 218.8 | 270.8 | -19.2% | | Operating Income (Loss) | 66.4 | (22.0) | N/A (Turned to profit from loss) | | Adjusted Operating Income (Loss) | 64.7 | (31.6) | N/A (Turned to profit from loss) | | Net Income | 168.6 | 14.8 | +1039.2% | | Adjusted Net Income | 138.3 | 5.2 | +2560.0% | | Cash, Cash Equivalents & Marketable Securities | 8,700.0 | 4,200.0 | +107.1% | | Bitcoin Holdings | 528.6 | N/A | N/A | [Non-GAAP Measures and Other Metrics](index=1&type=section&id=2.%20Non-GAAP%20Measures%20and%20Other%20Metrics) [Definition and Purpose](index=1&type=section&id=2.1.%20Definition%20and%20Purpose) GameStop utilizes non-GAAP metrics to offer additional insight into core operating performance by excluding specific items like transformation costs and asset impairments - GameStop uses non-GAAP measures (Adjusted SG&A, Operating Income/Loss, Net Income/Loss, EPS, Adjusted EBITDA, Free Cash Flow) to supplement GAAP results, providing insight into core operating performance by excluding items like transformation costs, asset impairments, unrealized gains/losses on digital assets, and severance[5](index=5&type=chunk)[28](index=28&type=chunk)[37](index=37&type=chunk) - Free cash flow, defined as net cash flow from operating activities less capital expenditures, is considered a key financial indicator of the company's ability to generate additional cash from its business operations[5](index=5&type=chunk)[35](index=35&type=chunk) [Limitations of Non-GAAP Measures](index=13&type=section&id=2.2.%20Limitations%20of%20Non-GAAP%20Measures) Non-GAAP measures have limitations as they exclude key financial components and may not be comparable to other companies' metrics - Non-GAAP measures have limitations, including not reflecting the company's capital costs and tax structure, cash requirements for capital expenditures or contractual commitments, changes in or cash requirements for working capital needs, and cash requirements for replacing depreciated and amortized assets[37](index=37&type=chunk)[39](index=39&type=chunk) - The company acknowledges its non-GAAP definitions may not be comparable to those of other companies in the industry and emphasizes these measures should not be considered in isolation or as a substitute for GAAP-reported results[38](index=38&type=chunk) [Condensed Consolidated Financial Statements](index=3&type=section&id=3.%20Condensed%20Consolidated%20Financial%20Statements) [Condensed Statements of Operations](index=3&type=section&id=3.1.%20Condensed%20Statements%20of%20Operations) The statements detail revenue, costs, and profitability for the three and twenty-six-week periods, highlighting significant improvements in net sales and gross profit [Three Months Ended August 2, 2025 and August 3, 2024](index=3&type=section&id=3.1.1.%20Three%20Months%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) In Q2 2025, GameStop saw substantial net sales growth and a significant profitability turnaround, moving from an operating loss to positive operating income Condensed Statements of Operations (Three Months) | Metric | 13 Weeks Ended Aug 2, 2025 (Millions $) | 13 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :--------- | | Net Sales | 972.2 | 798.3 | +21.8% | | Cost of Sales | 689.1 | 549.5 | +25.4% | | Gross Profit | 283.1 | 248.8 | +13.8% | | SG&A Expenses | 218.8 | 270.8 | -19.2% | | Operating Income (Loss) | 66.4 | (22.0) | N/A (Turned to profit from loss) | | Net Income | 168.6 | 14.8 | +1039.2% | | Basic Income per Share | 0.38 | 0.04 | +850.0% | | Diluted Income per Share | 0.31 | 0.04 | +675.0% | [Twenty-Six Weeks Ended August 2, 2025 and August 3, 2024](index=4&type=section&id=3.1.2.%20Twenty-Six%20Weeks%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) For the first half of fiscal 2025, GameStop achieved modest net sales growth and a significant improvement in overall profitability, turning a net loss into net income Condensed Statements of Operations (Twenty-Six Weeks) | Metric | 26 Weeks Ended Aug 2, 2025 (Millions $) | 26 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :--------- | | Net Sales | 1,704.6 | 1,680.1 | +1.5% | | Cost of Sales | 1,168.7 | 1,186.8 | -1.5% | | Gross Profit | 535.9 | 493.3 | +8.6% | | SG&A Expenses | 446.9 | 565.9 | -21.0% | | Operating Income (Loss) | 55.6 | (72.6) | N/A (Turned to profit from loss) | | Net Income (Loss) | 213.4 | (17.5) | N/A (Turned to profit from loss) | | Basic Income (Loss) per Share | 0.48 | (0.05) | N/A (Turned to profit from loss) | | Diluted Income (Loss) per Share | 0.42 | (0.05) | N/A (Turned to profit from loss) | [Condensed Statements of Operations by Segment](index=5&type=section&id=3.2.%20Condensed%20Statements%20of%20Operations%20by%20Segment) This section details operating performance by geographic segment for the three and twenty-six-week periods, highlighting regional contributions to net sales and operating income [Three Months Ended August 2, 2025 and August 3, 2024](index=5&type=section&id=3.2.1.%20Three%20Months%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) In Q2 2025, the U.S. segment drove significant growth in net sales and operating income, while Australia also saw increases and Europe reported an operating loss Statements of Operations by Segment (Three Months) | Segment | Q2 2025 Net Sales (Millions $) | Q2 2024 Net Sales (Millions $) | YoY Change | Q2 2025 Operating Income (Loss) (Millions $) | Q2 2024 Operating Loss (Millions $) | | :-------- | :----------------------------- | :----------------------------- | :--------- | :------------------------------------------- | :---------------------------------- | | United States | 724.6 | 545.6 | +32.8% | 63.7 | (1.5) | | Canada | — | 37.7 | -100.0% | — | (4.2) | | Australia | 140.9 | 87.8 | +60.5% | 6.0 | (5.9) | | Europe | 106.7 | 127.2 | -16.2% | (3.3) | (10.4) | | Total | 972.2 | 798.3 | +21.8% | 66.4 | (22.0) | - The company divested its operations in Canada during the second quarter of fiscal 2025, resulting in no reported sales or operating income for the segment in Q2 2025[30](index=30&type=chunk)[32](index=32&type=chunk) [Twenty-Six Weeks Ended August 2, 2025 and August 3, 2024](index=6&type=section&id=3.2.2.%20Twenty-Six%20Weeks%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) In the first half of 2025, the U.S. segment showed strong net sales growth and a significant turnaround to operating income, while asset impairments were recorded for divestitures Statements of Operations by Segment (Twenty-Six Weeks) | Segment | YTD 2025 Net Sales (Millions $) | YTD 2024 Net Sales (Millions $) | YoY Change | YTD 2025 Operating Income (Loss) (Millions $) | YTD 2024 Operating Loss (Millions $) | | :-------- | :------------------------------ | :------------------------------ | :--------- | :-------------------------------------------- | :----------------------------------- | | United States | 1,262.1 | 1,162.9 | +8.5% | 97.3 | (26.9) | | Canada | 38.2 | 80.3 | -52.4% | (22.2) | (8.6) | | Australia | 222.8 | 167.4 | +33.1% | 0.6 | (14.0) | | Europe | 181.5 | 269.5 | -32.6% | (20.1) | (23.1) | | Total | 1,704.6 | 1,680.1 | +1.5% | 55.6 | (72.6) | - Asset impairments of **$33.4 million** were incurred due to plans to divest operations in Canada and France, with the Canadian divestiture completed in Q2 fiscal 2025[15](index=15&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) [Condensed Consolidated Balance Sheets](index=7&type=section&id=3.3.%20Condensed%20Consolidated%20Balance%20Sheets) As of August 2, 2025, the balance sheet shows a substantial increase in total assets, driven by growth in cash and the introduction of digital assets Condensed Consolidated Balance Sheets | Metric | August 2, 2025 (Millions $) | August 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------- | | Total Assets | 10,341.1 | 5,536.3 | +86.8% | | Cash and Cash Equivalents | 8,694.4 | 4,193.1 | +107.4% | | Merchandise Inventories, net | 484.9 | 560.0 | -13.4% | | Digital Assets | 528.6 | — | N/A | | Total Liabilities | 5,164.7 | 1,152.9 | +348.0% | | Long-term Debt, net | 4,160.9 | 12.4 | +33455.6% | | Total Stockholders' Equity | 5,176.4 | 4,383.4 | +18.1% | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=3.4.%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The statements show cash flows from operating, investing, and financing activities, highlighting significant cash inflows from financing and a large increase in cash [Three Months Ended August 2, 2025 and August 3, 2024](index=8&type=section&id=3.4.1.%20Three%20Months%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) In Q2 2025, operating cash flow increased, while investing activities saw a net outflow due to digital asset purchases, and financing activities provided significant inflows Condensed Consolidated Statements of Cash Flows (Three Months) | Metric | 13 Weeks Ended Aug 2, 2025 (Millions $) | 13 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :--------- | | Net Cash Flows from Operating Activities | 117.4 | 68.6 | +71.1% | | Net Cash Flows (Used in) Provided by Investing Activities | (523.3) | 78.4 | N/A (Turned to outflow) | | Net Cash Flows Provided by Financing Activities | 2,675.3 | 3,052.9 | -12.4% | | Increase in Cash, Cash Equivalents, and Restricted Cash | 2,309.8 | 3,199.5 | -27.8% | | Cash, Cash Equivalents and Restricted Cash at End of Period | 8,733.9 | 4,217.0 | +107.1% | - Investing activities in Q2 2025 included **$500.0 million** in purchases of digital assets[20](index=20&type=chunk) - Financing activities in Q2 2025 included **$2,700.0 million** from the issuance of convertible debt, compared to $3,070.4 million from ATM offerings in Q2 2024[20](index=20&type=chunk) [Twenty-Six Weeks Ended August 2, 2025 and August 3, 2024](index=9&type=section&id=3.4.2.%20Twenty-Six%20Weeks%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) For the first half of 2025, operating cash flow improved significantly, turning from an outflow to an inflow, while financing activities provided substantial cash Condensed Consolidated Statements of Cash Flows (Twenty-Six Weeks) | Metric | 26 Weeks Ended Aug 2, 2025 (Millions $) | 26 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :--------- | | Net Cash Flows from Operating Activities | 309.9 | (41.2) | N/A (Turned to inflow) | | Net Cash Flows (Used in) Provided by Investing Activities | (516.0) | 268.2 | N/A (Turned to outflow) | | Net Cash Flows Provided by Financing Activities | 4,153.3 | 3,050.2 | +36.2% | | Increase in Cash, Cash Equivalents, and Restricted Cash | 3,944.1 | 3,278.1 | +20.3% | | Cash, Cash Equivalents and Restricted Cash at End of Period | 8,733.9 | 4,217.0 | +107.1% | - Year-to-date investing activities included **$500.0 million** in purchases of digital assets[22](index=22&type=chunk) - Year-to-date financing activities included **$4,200.0 million** from the issuance of convertible debt[22](index=22&type=chunk) [Sales Mix Analysis (Schedule I)](index=10&type=section&id=4.%20Sales%20Mix%20Analysis%20(Schedule%20I)) [Three Months Ended August 2, 2025 and August 3, 2024](index=10&type=section&id=4.1.%20Three%20Months%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) In Q2 2025, the share of net sales from hardware & accessories and collectibles increased significantly, while software's contribution declined Sales Mix (Three Months) | Product Category | Q2 2025 Net Sales (Millions $) | Q2 2025 % of Total | Q2 2024 Net Sales (Millions $) | Q2 2024 % of Total | YoY Sales Change | | :----------------------- | :----------------------------- | :----------------- | :----------------------------- | :----------------- | :--------------- | | Hardware and accessories | 592.1 | 60.9% | 451.2 | 56.5% | +31.2% | | Software | 152.5 | 15.7% | 207.7 | 26.0% | -26.6% | | Collectibles | 227.6 | 23.4% | 139.4 | 17.5% | +63.3% | | Total | 972.2 | 100.0% | 798.3 | 100.0% | +21.8% | [Twenty-Six Weeks Ended August 2, 2025 and August 3, 2024](index=10&type=section&id=4.2.%20Twenty-Six%20Weeks%20Ended%20August%202%2C%202025%20and%20August%203%2C%202024) For the first half of 2025, the share of collectibles in total net sales grew substantially, while software's contribution decreased Sales Mix (Twenty-Six Weeks) | Product Category | YTD 2025 Net Sales (Millions $) | YTD 2025 % of Total | YTD 2024 Net Sales (Millions $) | YTD 2024 % of Total | YoY Sales Change | | :----------------------- | :------------------------------ | :------------------ | :------------------------------ | :------------------ | :--------------- | | Hardware and accessories | 937.4 | 55.0% | 956.5 | 57.0% | -2.0% | | Software | 328.1 | 19.2% | 447.4 | 26.6% | -26.7% | | Collectibles | 439.1 | 25.8% | 276.2 | 16.4% | +59.0% | | Total | 1,704.6 | 100.0% | 1,680.1 | 100.0% | +1.5% | [Non-GAAP Reconciliations (Schedule II & III)](index=11&type=section&id=5.%20Non-GAAP%20Reconciliations%20(Schedule%20II%20%26%20III)) [Adjusted SG&A, Operating Income, Net Income, and EPS](index=11&type=section&id=5.1.%20Adjusted%20SG%26A%2C%20Operating%20Income%2C%20Net%20Income%2C%20and%20EPS) Reconciliations show adjusted SG&A, operating income, net income, and EPS were significantly higher than GAAP figures after adjustments for specific items Adjusted SG&A, Operating Income, Net Income, and EPS | Metric | 13 Weeks Ended Aug 2, 2025 (Millions $) | 13 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | 26 Weeks Ended Aug 2, 2025 (Millions $) | 26 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :--------- | :-------------------------------------- | :-------------------------------------- | :--------- | | SG&A expense (GAAP) | 218.8 | 270.8 | -19.2% | 446.9 | 565.9 | -21.0% | | Adjusted SG&A expense | 218.4 | 280.4 | -22.1% | 443.7 | 579.8 | -23.4% | | Operating income (loss) (GAAP) | 66.4 | (22.0) | N/A | 55.6 | (72.6) | N/A | | Adjusted operating income (loss) | 64.7 | (31.6) | N/A | 92.2 | (86.5) | N/A | | Net Income (loss) (GAAP) | 168.6 | 14.8 | +1039.2% | 213.4 | (17.5) | N/A | | Adjusted net income (loss) | 138.3 | 5.2 | +2560.0% | 219.2 | (31.4) | N/A | | Adjusted Basic EPS | 0.31 | 0.01 | +3000.0% | 0.49 | (0.09) | N/A | | Adjusted Diluted EPS | 0.25 | 0.01 | +2400.0% | 0.43 | (0.09) | N/A | - Adjustments primarily include transformation costs, asset impairments related to the Canada and France divestitures, and unrealized gains on digital assets[29](index=29&type=chunk)[30](index=30&type=chunk) [Adjusted EBITDA](index=12&type=section&id=5.2.%20Adjusted%20EBITDA) Adjusted EBITDA for the three and twenty-six-week periods showed a significant positive turnaround compared to the prior year after various adjustments Adjusted EBITDA | Metric | 13 Weeks Ended Aug 2, 2025 (Millions $) | 13 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | 26 Weeks Ended Aug 2, 2025 (Millions $) | 26 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :--------- | :-------------------------------------- | :-------------------------------------- | :--------- | | Net income (loss) (GAAP) | 168.6 | 14.8 | +1039.2% | 213.4 | (17.5) | N/A | | EBITDA | 99.7 | (14.4) | N/A | 96.7 | (48.2) | N/A | | Adjusted EBITDA | 75.7 | (18.0) | N/A | 114.3 | (49.2) | N/A | - Adjustments to EBITDA include interest income, depreciation and amortization, income tax expense, stock-based compensation, transformation costs, divestitures, asset impairments, and unrealized gains on digital assets[31](index=31&type=chunk) [Free Cash Flow](index=13&type=section&id=5.3.%20Free%20Cash%20Flow) GameStop generated positive free cash flow for both the three and twenty-six-week periods, a significant improvement from the negative cash flow in the prior year Free Cash Flow | Metric | 13 Weeks Ended Aug 2, 2025 (Millions $) | 13 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | 26 Weeks Ended Aug 2, 2025 (Millions $) | 26 Weeks Ended Aug 3, 2024 (Millions $) | YoY Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :--------- | :-------------------------------------- | :-------------------------------------- | :--------- | | Net cash flows provided by (used in) operating activities | 117.4 | 68.6 | +71.1% | 309.9 | (41.2) | N/A | | Capital expenditures | (4.1) | (3.1) | +32.3% | (7.0) | (8.0) | -12.5% | | Free cash flow | 113.3 | 65.5 | +73.0% | 302.9 | (49.2) | N/A | [Cautionary Statement Regarding Forward-Looking Statements](index=2&type=section&id=6.%20Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) [Cautionary Statement Regarding Forward-Looking Statements](index=2&type=section&id=6.1.%20Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) This section serves as a legal disclaimer, advising that forward-looking statements are subject to significant risks and uncertainties that could cause actual results to differ - This press release contains forward-looking statements, identifiable by words like "anticipates," "expects," or "will," which are subject to significant risks and uncertainties[7](index=7&type=chunk) - Actual developments, business decisions, results, and outcomes may differ materially due to factors such as economic conditions, industry competition, supply chain disruptions, technological advances, reliance on new products, and risks associated with investment holdings, including Bitcoin volatility[7](index=7&type=chunk) - The company undertakes no obligation to publicly update any forward-looking statements, except as may be required by applicable securities laws[7](index=7&type=chunk)

Exhibit 99.1 Skillsoft Reports Financial Results for the Second Quarter of Fiscal 2026 BOSTON – September 9, 2025 – Skillsoft Corp. (NYSE: SKIL) ("Skillsoft", "we", "us", or "our"), the platform that empowers organizations and learners to unlock their full potential, today announced its financial results for the second quarter of fiscal 2026 ended July 31, 2025. Fiscal 2026 Second Quarter Select Metrics and Financial Measures (1) "Our teams continued to execute on our transformation strategy during the quar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended July 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To Commission File Number: 001-34755 LIMONEIRA COMPANY (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...

Exhibit 99.1 Limoneira Company Announces Third Quarter Fiscal Year 2025 Financial Results Company On Track to Merge Citrus Sales and Marketing into Sunkist Growers with $5 Million in Annual Selling and Marketing Cost Savings and EBITDA Improvement Beginning in Fiscal Year 2026 Company Reiterates Avocado and Lemon Volume Guidance for Fiscal Year 2025 Company Explores Providing Housing on the Limco Del Mar Ranch to Address Ventura County's Housing Needs SANTA PAULA, Calif.-- (BUSINESS WIRE) – September 9, 202 ...

Executive Summary & First Quarter Highlights [First Quarter Highlights](index=1&type=section&id=1.1.%20First%20Quarter%20Highlights) AeroVironment reported a strong first quarter for fiscal year 2026, marked by the successful acquisition of BlueHalo, which significantly contributed to record revenue and backlog. The company also achieved substantial year-over-year growth in both total and legacy revenue - Successfully closed the acquisition of BlueHalo, which contributed **$235.2 million** of revenue in the first quarter[5](index=5&type=chunk) Q1 FY2026 Revenue Highlights | Metric | Q1 FY2026 | YoY Change | | :------------------- | :---------- | :--------- | | Record First Quarter Revenue | $454.7 million | +140% | | Legacy Revenue | $219.5 million | +16% | - Achieved record first quarter backlog of **$1.1 billion** and bookings of **$399.0 million**[5](index=5&type=chunk) - Visibility of **82%** to the midpoint of fiscal year 2026 revenue guidance range as of September 9, 2025[5](index=5&type=chunk) [CEO Commentary](index=1&type=section&id=1.2.%20CEO%20Commentary) CEO Wahid Nawabi highlighted the continued strength across both Autonomous Systems and Space, Cyber and Directed Energy segments, driven by record revenue and backlog. He expressed confidence in the company's ability to deliver best-in-class solutions aligned with customer priorities and to capture growing demand through innovative solutions and scalable manufacturing capacity - Continued strength across both Autonomous Systems and Space, Cyber and Directed Energy segments with record revenue and backlog[1](index=1&type=chunk) - Confident in the ability to deliver best-in-class solutions aligned to customers' highest priorities across all domains[1](index=1&type=chunk) - Exceptionally well positioned to capture growing demand due to innovative solutions and manufacturing capacity that can quickly scale[1](index=1&type=chunk) Fiscal 2026 First Quarter Financial Performance [Revenue Analysis](index=1&type=section&id=2.1.%20Revenue%20Analysis) AeroVironment reported record revenue for the first quarter of fiscal 2026, significantly increasing year-over-year, primarily driven by the BlueHalo acquisition and growth in both product sales and service revenue across its segments Q1 FY2026 Revenue Performance | Metric | Q1 FY2026 (Millions) | Q1 FY2025 (Millions) | YoY Change | | :---------------- | :------------------- | :------------------- | :--------- | | Total Revenue | $454.7 | $189.5 | +140% | | Product Sales | $313.5 | $159.5 | +96.5% | | Contract Services | $141.1 | $29.9 | +371.9% | - The acquisition of BlueHalo contributed **$123.7 million** to product revenue and **$111.5 million** to service revenue in the current quarter[2](index=2&type=chunk) Q1 FY2026 Segment Revenue | Segment | Revenue (Millions) | | :---------------- | :----------------- | | Autonomous Systems (AxS) | $285.3 | | Space, Cyber and Directed Energy (SCDE) | $169.4 | [Gross Margin](index=1&type=section&id=2.2.%20Gross%20Margin) Gross margin increased in absolute terms but decreased significantly as a percentage of revenue due to higher intangible amortization and other non-cash purchase accounting expenses, as well as an increased proportion of service revenue resulting from the BlueHalo acquisition Q1 FY2026 Gross Margin Performance | Metric | Q1 FY2026 (Millions) | Q1 FY2025 (Millions) | YoY Change | | :---------------- | :------------------- | :------------------- | :--------- | | Total Gross Margin | $95.1 | $81.5 | +17% | | Gross Margin % | 21% | 43% | -22 ppts | - Gross margin was negatively impacted by **$37.4 million** of intangible amortization and other related non-cash purchase accounting expenses in Q1 FY2026, compared to **$3.7 million** in Q1 FY2025[3](index=3&type=chunk) [Operating Income/Loss](index=1&type=section&id=2.3.%20Operating%20Income%2FLoss) The company reported an operating loss in Q1 FY2026, a significant decline from operating income in the prior year, primarily due to increased selling, general and administrative (SG&A) and research and development (R&D) expenses, heavily influenced by BlueHalo acquisition-related expenses and intangible amortization Q1 FY2026 Operating Performance | Metric | Q1 FY2026 (Millions) | Q1 FY2025 (Millions) | | :-------------------- | :------------------- | :------------------- | | (Loss) Income from Operations | $(69.3) | $23.1 | - The current quarter was negatively impacted by **$79.7 million** of intangible amortization and other related non-cash purchase accounting expenses, compared to **$4.8 million** in the prior year[4](index=4&type=chunk) - SG&A expense increased by **$97.5 million**, including **$41.2 million** of intangible amortization and **$23.7 million** of acquisition-related expenses. R&D expense increased by **$8.5 million**[4](index=4&type=chunk)[6](index=6&type=chunk) [Other Income/Loss and Tax Impact](index=3&type=section&id=2.4.%20Other%20Income%2FLoss%20and%20Tax%20Impact) Other loss, net, increased substantially due to higher interest expense from BlueHalo acquisition financing, while the company recorded a benefit from income taxes due to the pre-tax loss Q1 FY2026 Other Loss and Tax Impact | Metric | Q1 FY2026 (Millions) | Q1 FY2025 (Millions) | | :-------------------- | :------------------- | :------------------- | | Other (Loss) Income, net | $(15.1) | $(0.5) | | Benefit from Income Taxes | $(15.2) | $1.5 (Provision) | - The increase in other loss was primarily due to an increase in interest expense related to the term and revolver facility loans obtained in conjunction with the BlueHalo acquisition[7](index=7&type=chunk) - The decrease in income tax provision year-over-year was primarily due to the loss before income taxes[8](index=8&type=chunk) [Net Income/Loss and EPS](index=3&type=section&id=2.5.%20Net%20Income%2FLoss%20and%20EPS) AeroVironment reported a net loss and negative diluted EPS for Q1 FY2026, a significant reversal from net income in the prior year, largely due to the substantial impact of intangible amortization and other non-cash purchase accounting expenses related to the BlueHalo acquisition Q1 FY2026 Net Income/Loss and EPS | Metric | Q1 FY2026 | Q1 FY2025 | | :-------------------- | :------------------- | :------------------- | | Net (Loss) Income | $(67.4) million | $21.2 million | | Diluted EPS | $(1.44) | $0.75 | - The current quarter was negatively impacted by **$79.7 million**, or **$1.34** per diluted share, of intangible amortization and other related non-cash purchase accounting expenses, compared to **$4.8 million**, or **$0.13** per diluted share, in the prior-year period[9](index=9&type=chunk) [Non-GAAP Financial Measures (Q1)](index=3&type=section&id=2.6.%20Non-GAAP%20Financial%20Measures%20(Q1)) Non-GAAP adjusted EBITDA increased year-over-year, while non-GAAP diluted EPS decreased, reflecting adjustments for acquisition-related expenses and intangible amortization Q1 FY2026 Non-GAAP Financial Measures | Metric | Q1 FY2026 | Q1 FY2025 | YoY Change | | :-------------------- | :------------------- | :------------------- | :--------- | | Non-GAAP Adjusted EBITDA | $56.6 million | $37.2 million | +52.1% | | Non-GAAP Earnings per Diluted Share | $0.32 | $0.89 | -64% | Backlog and Bookings AeroVironment achieved a record funded backlog as of August 2, 2025, significantly increasing from the previous fiscal year-end, with strong bookings during the quarter, providing substantial revenue visibility for the current fiscal year Backlog and Bookings Data | Metric | As of August 2, 2025 | As of April 30, 2025 | | :---------------- | :------------------- | :------------------- | | Funded Backlog | $1.1 billion | $726.6 million | | Bookings (Q1 FY2026) | $399.0 million | N/A | - The company has visibility of **80%** of fiscal year 2026 revenue[11](index=11&type=chunk) Fiscal 2026 Full Year Outlook [Full Year Guidance](index=3&type=section&id=4.1.%20Full%20Year%20Guidance) The company reiterated its full-year fiscal 2026 guidance, projecting significant revenue growth and positive non-GAAP adjusted EBITDA, while expecting a net loss and GAAP loss per diluted share Fiscal Year 2026 Guidance | Metric | Range | | :-------------------------- | :------------------- | | Revenue | $1.9 billion - $2.0 billion | | Net Loss | $(77) million - $(72) million | | Non-GAAP Adjusted EBITDA | $300 million - $320 million | | Loss per Diluted Share | $(1.63) - $(1.53) | | Non-GAAP Earnings per Diluted Share | $3.60 - $3.70 | [Forward-Looking Statements and Risks](index=3&type=section&id=4.2.%20Forward-Looking%20Statements%20and%20Risks) The company's outlook is forward-looking and reflects management's view of current and future market conditions, subject to various risks and uncertainties. These include challenges related to integrating acquisitions, securing government contracts, responding to market demand, competitive pressures, regulatory changes, and general economic conditions - Estimates are forward-looking and reflect management's view of current and future market conditions, subject to certain risks and uncertainties[13](index=13&type=chunk)[19](index=19&type=chunk) - Key risk factors include: the impact of successfully integrating acquisitions (e.g., BlueHalo), reliance on U.S. government sales and funding availability, ability to win R&D and procurement programs, changes in government spending, supply chain disruptions, and compliance with extensive regulatory requirements[13](index=13&type=chunk)[20](index=20&type=chunk) - Other risks involve unexpected technical and marketing difficulties, potential security and cyber threats, failure to innovate or expand into new markets, unexpected changes in operating expenses, and litigation activity[20](index=20&type=chunk) Consolidated Financial Statements [Consolidated Statements of Operations](index=8&type=section&id=5.1.%20Consolidated%20Statements%20of%20Operations) This section presents the detailed breakdown of revenues, costs, and expenses, leading to the net loss for the three months ended August 2, 2025, compared to the prior year, reflecting the significant impact of the BlueHalo acquisition - Provides a comprehensive view of the company's financial performance, detailing product sales, contract services, cost of sales, gross margin, operating expenses (SG&A, R&D), other income/loss, and tax provision, culminating in net income/loss and earnings per share[23](index=23&type=chunk) [Consolidated Balance Sheets](index=9&type=section&id=5.2.%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and stockholders' equity as of August 2, 2025, compared to April 30, 2025, showing significant increases in total assets, goodwill, intangibles, and long-term debt primarily due to the BlueHalo acquisition Consolidated Balance Sheet Highlights | Metric | August 2, 2025 (Thousands) | April 30, 2025 (Thousands) | | :-------------------------- | :------------------------- | :------------------------- | | Total Assets | $5,624,037 | $1,120,567 | | Cash and Cash Equivalents | $685,803 | $40,862 | | Intangibles, net | $1,118,848 | $48,711 | | Goodwill | $2,539,560 | $256,781 | | Total Liabilities | $1,106,958 | $234,061 | | Long-term debt | $725,703 | $30,000 | | Total Stockholders' Equity | $4,427,079 | $886,507 | [Consolidated Statements of Cash Flows](index=10&type=section&id=5.3.%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the cash flows from operating, investing, and financing activities for the three months ended August 2, 2025, highlighting a significant net increase in cash primarily from financing activities related to the BlueHalo acquisition, despite cash used in operating and investing activities Consolidated Statements of Cash Flows Highlights | Metric | Q1 FY2026 (Thousands) | Q1 FY2025 (Thousands) | | :------------------------------------ | :-------------------- | :-------------------- | | Net cash (used in) provided by operating activities | $(123,726) | $28,351 | | Net cash used in investing activities | $(876,648) | $(6,613) | | Net cash provided by financing activities | $1,645,443 | $(13,954) | | Net increase in cash and cash equivalents | $644,941 | $7,861 | | Cash and cash equivalents at end of period | $685,803 | $81,162 | - Business acquisitions, net of cash acquired, accounted for **$(844,580) thousand** in investing activities[27](index=27&type=chunk) - Financing activities included proceeds from shares issued (**$968,515 thousand**) and convertible debt (**$726,944 thousand**)[27](index=27&type=chunk) Reportable Segment Results The report provides segment-level revenue and adjusted EBITDA, showing the significant contribution of the newly acquired Space, Cyber and Directed Energy (SCDE) segment and continued growth in the Autonomous Systems (AxS) segment Q1 FY2026 Segment Revenue | Segment | Revenue (Thousands) | | :------------------------------------ | :------------------ | | Autonomous Systems (AxS) | $285,324 | | Space, Cyber and Directed Energy (SCDE) | $169,352 | | Total | $454,676 | Q1 FY2026 Segment Adjusted EBITDA | Segment | Adjusted EBITDA (Thousands) | | :------------------------------------ | :-------------------------- | | Autonomous Systems (AxS) | $52,760 | | Space, Cyber and Directed Energy (SCDE) | $3,796 | | Total | $56,556 | - In Q1 FY2025, only the AxS segment reported revenue of **$189,483 thousand** and adjusted EBITDA of **$37,178 thousand**, indicating the new contribution from SCDE[29](index=29&type=chunk) Non-GAAP Measures Reconciliation and Explanation [Non-GAAP Earnings per Diluted Share Reconciliation](index=11&type=section&id=7.1.%20Non-GAAP%20Earnings%20per%20Diluted%20Share%20Reconciliation) This section reconciles GAAP diluted EPS to non-GAAP diluted EPS by adjusting for items such as amortization of acquired intangible assets, acquisition-related expenses, and equity method/securities investment activity, providing a clearer view of operational performance Q1 FY2026 Non-GAAP EPS Reconciliation | Item | Per Diluted Share | | :---------------------------------------------------------------- | :---------------- | | (Loss) earnings per diluted share (GAAP) | $(1.44) | | Amortization of acquired intangible assets and other purchase accounting adjustments | $1.34 | | Acquisition-related expenses | $0.52 | | Equity method and equity securities investments activity, net | $(0.10) | | Earnings per diluted share as adjusted (non-GAAP) | $0.32 | - The forecast for FY2026 non-GAAP earnings per diluted share is **$3.60 - $3.70**, adjusted from a forecast GAAP loss per diluted share of **$(1.63) - $(1.53)**[34](index=34&type=chunk) [Non-GAAP Adjusted EBITDA Reconciliation](index=11&type=section&id=7.2.%20Non-GAAP%20Adjusted%20EBITDA%20Reconciliation) This section reconciles GAAP net income/loss to non-GAAP adjusted EBITDA by adding back interest, taxes, depreciation, amortization, stock-based compensation, acquisition-related expenses, and other non-cash items, offering a measure of core operating profitability Q1 FY2026 Non-GAAP Adjusted EBITDA Reconciliation | Item | Amount (Millions) | | :---------------------------------------------------------------- | :---------------- | | Net (loss) income (GAAP) | $(67.4) | | Interest expense, net | $17.4 | | Provision for income taxes | $(15.2) | | Depreciation and amortization | $90.3 | | EBITDA (non-GAAP) | $25.1 | | Amortization of cloud computing arrangement implementation | $0.9 | | Stock-based compensation | $11.4 | | Acquisition-related expenses | $23.7 | | Equity method and equity securities investments activity, net | $(4.5) | | Adjusted EBITDA (non-GAAP) | $56.6 | - The forecast for FY2026 non-GAAP adjusted EBITDA is **$300 - $320 million**, adjusted from a forecast GAAP net loss of **$(77) - $(72) million**[35](index=35&type=chunk) [Statement Regarding Non-GAAP Measures](index=7&type=section&id=7.3.%20Statement%20Regarding%20Non-GAAP%20Measures) The company utilizes non-GAAP measures to provide additional insights into its long-term profitability trends and to facilitate comparisons with prior periods and peers, emphasizing that these measures should be considered supplementary to GAAP and may not be comparable to similarly titled measures reported by other companies - Non-GAAP measures are considered in addition to, not as a replacement for or superior to, comparable GAAP measures[21](index=21&type=chunk)[36](index=36&type=chunk) - Management believes these measures provide useful information by offering additional ways of viewing results, helping investors understand long-term profitability trends and compare performance[36](index=36&type=chunk) - Non-GAAP EPS excludes acquisition-related expenses, intangible amortization, and equity investment activities for consistent comparisons. Adjusted EBITDA is defined as net income before interest, taxes, depreciation, and amortization, adjusted for certain non-cash and non-operating items[37](index=37&type=chunk)[38](index=38&type=chunk) Company Overview [About AeroVironment, Inc.](index=5&type=section&id=8.1.%20About%20AeroVironment,%20Inc.) AeroVironment is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The company specializes in developing and deploying autonomous systems, precision strike systems, counter-UAS technologies, and other advanced defense solutions to meet current and future mission needs - AeroVironment is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber[18](index=18&type=chunk) - The company develops and deploys autonomous systems, precision strike systems, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities[18](index=18&type=chunk) - Possesses a national manufacturing footprint and a deep innovation pipeline, delivering proven systems and future-defining capabilities with speed, scale, and operational relevance[18](index=18&type=chunk) Investor Information [Conference Call and Presentation](index=3&type=section&id=9.1.%20Conference%20Call%20and%20Presentation) AeroVironment hosted a conference call and webcast on September 9, 2025, to discuss the Q1 FY2026 results, with access details provided for live participation and subsequent replay, along with a supplementary investor presentation - A conference call was hosted on Tuesday, September 9, 2025, at 4:30 pm Eastern Time[14](index=14&type=chunk) - Investors could access the live audio webcast via a participant registration link or the Investor Relations page of the company's website[15](index=15&type=chunk) - A supplementary investor presentation for the first quarter fiscal year 2026 is accessible at https://investor.avinc.com/events-and-presentations, and an audio replay will be archived on the Investor Relations section of the Company's website[16](index=16&type=chunk)[17](index=17&type=chunk) [Contact Information](index=14&type=section&id=9.2.%20Contact%20Information) Contact details for investor relations are provided for further inquiries regarding AeroVironment - Contact Person: Denise Pacioni[40](index=40&type=chunk) - Phone: **+1 805-795-4108**[40](index=40&type=chunk) - Email: ir@avinc.com; Website: https://investor.avinc.com/contact-and-faq/contact-us[40](index=40&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ Commission File Number 001-14505 KORN FERRY (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Inc ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 0-14939 AMERICA'S CAR-MART, INC. (Exact name of registrant as specified in its charter) Texas 63-0851141 (S ...

PART I FINANCIAL INFORMATION This section presents the Company's unaudited financial statements and management's discussion and analysis [ITEM 1 Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of earnings, comprehensive income, cash flows, and shareholders' equity, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial line items for the periods ended August 2, 2025, and August 3, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the Company's financial position, detailing assets, liabilities, and equity at specific reporting dates Condensed Consolidated Balance Sheets | ($ thousands) | August 2, 2025 | August 3, 2024 | February 1, 2025 | | :-------------- | :------------- | :------------- | :--------------- | | **Assets** | | | | | Cash and cash equivalents | $ 191,494 | $ 51,753 | $ 29,636 | | Total current assets | 1,099,418 | 939,700 | 836,509 | | Total assets | $ 2,152,228 | $ 2,019,985 | $ 1,894,754 | | **Liabilities and Equity** | | | | | Borrowings under revolving credit agreement | $ 387,500 | $ 146,500 | $ 219,500 | | Total current liabilities | 1,015,087 | 860,423 | 757,933 | | Total equity | 621,944 | 613,484 | 605,949 | | Total liabilities and equity | $ 2,152,228 | $ 2,019,985 | $ 1,894,754 | - Cash and cash equivalents **significantly increased** to **$191.5 million** as of August 2, 2025, from **$51.8 million** on August 3, 2024, and **$29.6 million** on February 1, 2025, primarily due to increased borrowings to fund the Stuart Weitzman acquisition[4](index=4&type=chunk) - Total current assets rose to **$1,099.4 million** as of August 2, 2025, from **$939.7 million** on August 3, 2024, and **$836.5 million** on February 1, 2025[4](index=4&type=chunk) - Borrowings under the revolving credit agreement increased to **$387.5 million** as of August 2, 2025, from **$146.5 million** on August 3, 2024, reflecting funding for the Stuart Weitzman acquisition[4](index=4&type=chunk) [Condensed Consolidated Statements of Earnings](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Earnings) This section presents the Company's financial performance over specific periods, detailing net sales, gross profit, operating earnings, and earnings per share Condensed Consolidated Statements of Earnings | ($ thousands, except per share amounts) | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Net sales | $ 658,519 | $ 683,317 | $ 1,272,740 | $ 1,342,515 | | Gross profit | 285,795 | 310,878 | 564,489 | 619,973 | | Operating earnings | 9,292 | 42,529 | 20,876 | 85,288 | | Net earnings attributable to Caleres, Inc. | $ 6,713 | $ 29,958 | $ 13,656 | $ 60,898 | | Basic EPS | $ 0.20 | $ 0.85 | $ 0.40 | $ 1.73 | | Diluted EPS | $ 0.20 | $ 0.85 | $ 0.40 | $ 1.73 | - Net sales decreased by **3.6%** for the thirteen weeks ended August 2, 2025, and by **5.2%** for the twenty-six weeks ended August 2, 2025, compared to the prior year periods[5](index=5&type=chunk) - Operating earnings saw a **significant decline**, dropping by **78.2%** for the thirteen weeks and **75.5%** for the twenty-six weeks ended August 2, 2025, primarily due to lower net sales, reduced gross profit, and increased restructuring charges[5](index=5&type=chunk) - Diluted EPS decreased from **$0.85** to **$0.20** for the thirteen weeks and from **$1.73** to **$0.40** for the twenty-six weeks ended August 2, 2025, reflecting the overall decline in profitability[5](index=5&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section outlines comprehensive income, including net earnings and other comprehensive earnings from non-owner sources Condensed Consolidated Statements of Comprehensive Income | ($ thousands) | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Net earnings | $ 7,061 | $ 30,273 | $ 13,006 | $ 61,071 | | Other comprehensive earnings, net of tax | 18 | 4,530 | 6,915 | 4,841 | | Comprehensive income | 7,079 | 34,803 | 19,921 | 65,912 | | Comprehensive income attributable to Caleres, Inc. | $ 6,656 | $ 34,606 | $ 20,448 | $ 65,929 | - Comprehensive income attributable to Caleres, Inc. **decreased significantly** to **$6.7 million** for the thirteen weeks ended August 2, 2025, from **$34.6 million** in the prior year, and to **$20.4 million** for the twenty-six weeks, from **$65.9 million** in the prior year[7](index=7&type=chunk) - Other comprehensive earnings, net of tax, **decreased substantially** for the thirteen-week period (from **$4,530k** to **$18k**) but **increased** for the twenty-six-week period (from **$4,841k** to **$6,915k**), primarily driven by foreign currency translation adjustments and pension/postretirement benefit adjustments[7](index=7&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details cash flows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows | ($ thousands) | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------- | :--------------------------------- | :------------------------------- | | Net cash provided by operating activities | $ 41,646 | $ 115,696 | | Net cash used for investing activities | (34,072) | (21,808) | | Net cash provided by (used for) financing activities | 154,221 | (63,426) | | Increase in cash and cash equivalents | 161,858 | 30,395 | | Cash and cash equivalents at end of period | $ 191,494 | $ 51,753 | - Net cash provided by operating activities decreased by **$74.0 million** to **$41.6 million** for the twenty-six weeks ended August 2, 2025, compared to **$115.7 million** in the prior year, mainly due to a smaller increase in trade accounts payable, lower net earnings, and a larger increase in inventory[9](index=9&type=chunk)[162](index=162&type=chunk) - Net cash provided by financing activities **significantly increased** to **$154.2 million** for the twenty-six weeks ended August 2, 2025, from a net cash outflow of **$63.4 million** in the prior year, primarily driven by net borrowings on the revolving credit agreement to fund the Stuart Weitzman acquisition[9](index=9&type=chunk)[164](index=164&type=chunk) - Cash and cash equivalents at the end of the period **increased substantially** to **$191.5 million**, up from **$51.8 million** in the prior year, reflecting the increased financing activities[9](index=9&type=chunk) [Condensed Consolidated Statements of Shareholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) This section presents changes in shareholders' equity, including retained earnings and other comprehensive loss Condensed Consolidated Statements of Shareholders' Equity | ($ thousands) | August 2, 2025 | August 3, 2024 | February 1, 2025 | | :-------------- | :------------- | :------------- | :--------------- | | Total Caleres, Inc. shareholders' equity | $ 613,296 | $ 606,062 | $ 599,024 | | Noncontrolling interests | 8,648 | 7,422 | 6,925 | | Total equity | $ 621,944 | $ 613,484 | $ 605,949 | - Total Caleres, Inc. shareholders' equity increased to **$613.3 million** as of August 2, 2025, from **$606.1 million** on August 3, 2024, and **$599.0 million** on February 1, 2025[10](index=10&type=chunk) - Retained earnings increased to **$446.3 million** as of August 2, 2025, from **$451.3 million** on August 3, 2024, and **$442.4 million** on February 1, 2025, reflecting net earnings and dividend payments[10](index=10&type=chunk) - Accumulated other comprehensive loss improved slightly to **$(27.2) million** as of August 2, 2025, from **$(29.5) million** on August 3, 2024, and **$(34.0) million** on February 1, 2025[10](index=10&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the financial statements [Note 1 Basis of Presentation and General](index=8&type=section&id=Note%201%20Basis%20of%20Presentation%20and%20General) This note describes financial statement presentation, accounting policies, and business context, including acquisitions - The Company's business is seasonal, with historically higher earnings in the third fiscal quarter, though recent years show a more equal distribution[13](index=13&type=chunk) - The Company consolidates CLT Brand Solutions, a **50/50** joint venture with Brand Investment Holding Limited for selling footwear in China, on a one-month lag[16](index=16&type=chunk) CLT Brand Solutions Net Sales and Operating Earnings (Loss) | ($ thousands) | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Net sales | $ 13,374 | $ 10,098 | $ 20,584 | $ 15,820 | | Operating earnings (loss) | 700 | 688 | (1,296) | 388 | - The Company completed the acquisition of Stuart Weitzman from Tapestry, Inc. on August 4, 2025, for **$120.2 million** (net purchase price **$108.7 million**), which will be included in the Brand Portfolio segment starting Q3 2025[21](index=21&type=chunk) [Note 2 Impact of New Accounting Pronouncements](index=10&type=section&id=Note%202%20Impact%20of%20New%20Accounting%20Pronouncements) This note discusses the potential impact of recently issued accounting standards on financial statements - ASU 2023-09 (Income Taxes) is effective for the Company in fiscal year 2025 and is not expected to have a material impact on financial statement disclosures[22](index=22&type=chunk) - ASU 2024-03 (Disaggregation of Income Statement Expenses) is effective for annual disclosures in fiscal year 2027 and interim periods beginning Q1 2028; the Company is currently evaluating its impact[23](index=23&type=chunk) [Note 3 Revenues](index=11&type=section&id=Note%203%20Revenues) This note disaggregates net sales by channel and segment, with information on loyalty programs and credit losses Disaggregation of Revenues (Thirteen Weeks Ended) | ($ thousands) | August 2, 2025 | August 3, 2024 | | :-------------- | :------------- | :------------- | | Retail stores | $ 364,422 | $ 387,656 | | E-commerce - Company websites | 109,292 | 103,170 | | E-commerce - wholesale drop-ship | 23,166 | 22,520 | | Wholesale - e-commerce | 44,895 | 51,515 | | Wholesale - landed | 103,130 | 92,457 | | Wholesale - first cost | 11,740 | 22,598 | | Licensing and royalty | 1,724 | 3,261 | | Net sales | $ 658,519 | $ 683,317 | Disaggregation of Revenues (Twenty-Six Weeks Ended) | ($ thousands) | August 2, 2025 | August 3, 2024 | | :-------------- | :------------- | :------------- | | Retail stores | $ 662,972 | $ 709,274 | | E-commerce - Company websites | 209,782 | 205,654 | | E-commerce - wholesale drop-ship | 52,798 | 51,542 | | Wholesale - e-commerce | 108,002 | 119,302 | | Wholesale - landed | 213,693 | 211,997 | | Wholesale - first cost | 21,558 | 38,334 | | Licensing and royalty | 3,643 | 6,126 | | Net sales | $ 1,272,740 | $ 1,342,515 | - The loyalty programs liability increased by **$10.7 million** due to points earned and decreased by **$8.9 million** due to expirations and redemptions during the twenty-six weeks ended August 2, 2025[35](index=35&type=chunk) Allowance for Expected Credit Losses Activity (Twenty-Six Weeks Ended) | ($ thousands) | August 2, 2025 | August 3, 2024 | | :-------------- | :------------- | :------------- | | Balance, beginning of period | $ 8,323 | $ 8,820 | | Adjustment for expected credit losses | 2,322 | (769) | | Uncollectible account recoveries, net | 16 | 316 | | Balance, end of period | $ 10,661 | $ 8,367 | [Note 4 Earnings Per Share](index=14&type=section&id=Note%204%20Earnings%20Per%20Share) This note details basic and diluted earnings per share calculations, including share repurchases Earnings Per Share (Thirteen Weeks Ended) | ($ thousands, except per share amounts) | August 2, 2025 | August 3, 2024 | | :-------------------------------------- | :------------- | :------------- | | Net earnings attributable to Caleres, Inc. | $ 6,713 | $ 29,958 | | Basic EPS | $ 0.20 | $ 0.85 | | Diluted EPS | $ 0.20 | $ 0.85 | Earnings Per Share (Twenty-Six Weeks Ended) | ($ thousands, except per share amounts) | August 2, 2025 | August 3, 2024 | | :-------------------------------------- | :------------- | :------------- | | Net earnings attributable to Caleres, Inc. | $ 13,656 | $ 60,898 | | Basic EPS | $ 0.40 | $ 1.73 | | Diluted EPS | $ 0.40 | $ 1.73 | - The Company repurchased **300,000** shares during the twenty-six weeks ended August 2, 2025, and **416,000** shares during the twenty-six weeks ended August 3, 2024, under its share repurchase program[38](index=38&type=chunk) - An immaterial amount of excise taxes were incurred on share repurchases during the twenty-six weeks ended August 2, 2025, and August 3, 2024, as per the Inflation Reduction Act of 2022[39](index=39&type=chunk) [Note 5 Restructuring and Other Special Charges](index=15&type=section&id=Note%205%20Restructuring%20and%20Other%20Special%20Charges) This note outlines restructuring and special charges, including severance and acquisition-related expenses - The Company incurred **$4.5 million** (**$3.3 million** after-tax, or **$0.10** per diluted share) in severance and related costs for expense reduction initiatives during the thirteen weeks ended August 2, 2025[40](index=40&type=chunk) - Legal and other related costs for the Stuart Weitzman acquisition amounted to **$2.3 million** (**$1.7 million** after-tax, or **$0.05** per diluted share) for the thirteen weeks and **$2.9 million** (**$2.1 million** after-tax, or **$0.06** per diluted share) for the twenty-six weeks ended August 2, 2025[41](index=41&type=chunk) [Note 6 Business Segment Information](index=17&type=section&id=Note%206%20Business%20Segment%20Information) This note presents financial information by operating segments, detailing net sales and operating earnings Segment Net Sales and Operating Earnings (Thirteen Weeks Ended) | ($ thousands) | Famous Footwear | Brand Portfolio | Eliminations and Other | Total | | :-------------- | :-------------- | :-------------- | :--------------------- | :---- | | Net sales (Aug 2, 2025) | $ 399,593 | $ 275,620 | $ (16,694) | $ 658,519 | | Operating earnings (loss) (Aug 2, 2025) | $ 18,551 | $ 6,649 | $ (15,908) | $ 9,292 | | Net sales (Aug 3, 2024) | $ 420,289 | $ 285,497 | $ (22,469) | $ 683,317 | | Operating earnings (loss) (Aug 3, 2024) | $ 34,384 | $ 23,620 | $ (15,475) | $ 42,529 | Segment Net Sales and Operating Earnings (Twenty-Six Weeks Ended) | ($ thousands) | Famous Footwear | Brand Portfolio | Eliminations and Other | Total | | :-------------- | :-------------- | :-------------- | :--------------------- | :---- | | Net sales (Aug 2, 2025) | $ 727,269 | $ 571,015 | $ (25,544) | $ 1,272,740 | | Operating earnings (loss) (Aug 2, 2025) | $ 23,525 | $ 24,064 | $ (26,713) | $ 20,876 | | Net sales (Aug 3, 2024) | $ 769,841 | $ 602,708 | $ (30,034) | $ 1,342,515 | | Operating earnings (loss) (Aug 3, 2024) | $ 51,240 | $ 65,045 | $ (30,997) | $ 85,288 | - Famous Footwear's operating earnings decreased by **$15.8 million** (**46%**) for the thirteen weeks and **$27.7 million** (**54%**) for the twenty-six weeks ended August 2, 2025, compared to the prior year[43](index=43&type=chunk)[44](index=44&type=chunk) - Brand Portfolio's operating earnings decreased by **$16.9 million** (**71%**) for the thirteen weeks and **$41.0 million** (**63%**) for the twenty-six weeks ended August 2, 2025, compared to the prior year[43](index=43&type=chunk)[44](index=44&type=chunk) [Note 7 Inventories](index=19&type=section&id=Note%207%20Inventories) This note provides a breakdown of inventory composition, including raw materials, work-in-process, and finished goods Inventory Composition ($ thousands) | Category | August 2, 2025 | August 3, 2024 | February 1, 2025 | | :-------------- | :------------- | :------------- | :--------------- | | Raw materials | $ 15,700 | $ 13,964 | $ 14,352 | | Work-in-process | 751 | 606 | 644 | | Finished goods | 676,831 | 646,576 | 550,245 | | Inventories, net | $ 693,282 | $ 661,146 | $ 565,241 | - Net inventories increased to **$693.3 million** as of August 2, 2025, from **$661.1 million** on August 3, 2024, and **$565.2 million** on February 1, 2025, primarily driven by an increase in finished goods[47](index=47&type=chunk) [Note 8 Goodwill and Intangible Assets](index=19&type=section&id=Note%208%20Goodwill%20and%20Intangible%20Assets) This note details goodwill and intangible assets, including amortization expense and impairment assessments Goodwill and Intangible Assets, Net ($ thousands) | Category | August 2, 2025 | August 3, 2024 | February 1, 2025 | | :-------------- | :------------- | :------------- | :--------------- | | Total intangible assets, net | $ 181,800 | $ 192,836 | $ 187,318 | | Total goodwill | 4,956 | 4,956 | 4,956 | | Goodwill and intangible assets, net | $ 186,756 | $ 197,792 | $ 192,274 | - Total intangible assets, net, decreased to **$181.8 million** as of August 2, 2025, from **$192.8 million** on August 3, 2024, primarily due to accumulated amortization[48](index=48&type=chunk) - Amortization expense for intangible assets was **$2.8 million** for both thirteen-week periods and **$5.5 million** for both twenty-six-week periods[50](index=50&type=chunk) - No goodwill or indefinite-lived intangible asset impairment charges were recorded during the twenty-six weeks ended August 2, 2025, or August 3, 2024[51](index=51&type=chunk)[52](index=52&type=chunk) [Note 9 Leases](index=20&type=section&id=Note%209%20Leases) This note provides information on lease arrangements, including lease expense, right-of-use assets, and obligations - The Company recorded asset impairment charges of **$0.7 million** and **$0.8 million** during the twenty-six weeks ended August 2, 2025, and August 3, 2024, respectively, primarily related to underperforming retail stores[56](index=56&type=chunk) - New or amended leases resulted in the recognition of **$58.6 million** in right-of-use assets and lease obligations during the twenty-six weeks ended August 2, 2025[57](index=57&type=chunk) Lease Expense ($ thousands) | Category | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Operating lease expense | $ 41,712 | $ 40,251 | $ 82,289 | $ 80,273 | | Variable lease expense | 10,060 | 10,871 | 21,791 | 21,606 | | Short-term lease expense | 362 | 362 | 506 | 669 | | Total lease expense | $ 52,134 | $ 51,484 | $ 104,586 | $ 102,548 | [Note 10 Financing Arrangements](index=21&type=section&id=Note%2010%20Financing%20Arrangements) This note describes credit facilities, outstanding borrowings, and compliance with financial covenants - The Company amended its revolving credit facility on June 27, 2025, increasing the available amount by **$200.0 million** to **$700.0 million** and extending the maturity to June 27, 2030[60](index=60&type=chunk) - As of August 2, 2025, the Company had **$387.5 million** in borrowings outstanding and **$230.8 million** in additional borrowing availability under the credit agreement[65](index=65&type=chunk) - Borrowings under the revolving credit agreement were used to fund the Stuart Weitzman acquisition, which closed on August 4, 2025[65](index=65&type=chunk) - The Company was in compliance with all covenants and restrictions under the Credit Agreement as of August 2, 2025[64](index=64&type=chunk) [Note 11 Shareholders' Equity](index=24&type=section&id=Note%2011%20Shareholders'%20Equity) This note details changes in shareholders' equity components, particularly accumulated other comprehensive loss Changes in Accumulated Other Comprehensive Loss (OCL) ($ thousands) | Component | Balance at May 3, 2025 | Other comprehensive loss before reclassifications | Net reclassifications | Balance at August 2, 2025 | | :-------------- | :--------------------- | :------------------------------------------------ | :-------------------- | :------------------------ | | Foreign Currency Translation | $ (28) | $ (1,075) | $ — | $ (1,103) | | Pension and Other Postretirement Benefits | $ (27,145) | $ — | $ 1,018 | $ (26,127) | | Total OCL | $ (27,173) | $ (1,075) | $ 1,018 | $ (27,230) | - Accumulated other comprehensive loss slightly increased from **$(27.173) million** at May 3, 2025, to **$(27.230) million** at August 2, 2025, primarily due to foreign currency translation adjustments, partially offset by pension and other postretirement benefit adjustments[67](index=67&type=chunk) [Note 12 Share-Based Compensation](index=24&type=section&id=Note%2012%20Share-Based%20Compensation) This note outlines share-based compensation plans, including expense recognition and awards granted - Share-based compensation expense was **$4.1 million** for the thirteen weeks and **$6.9 million** for the twenty-six weeks ended August 2, 2025[68](index=68&type=chunk) - The Company granted **50,852** restricted shares during the thirteen weeks and **798,915** restricted shares during the twenty-six weeks ended August 2, 2025, with graded vesting over three years[70](index=70&type=chunk) - No performance share awards were granted during the twenty-six weeks ended August 2, 2025, but long-term incentive awards payable in cash were granted with a target value of **$6.7 million** for the 2025-2027 performance period[71](index=71&type=chunk)[72](index=72&type=chunk) - **75,035** RSUs were granted to non-employee directors during the thirteen weeks ended August 2, 2025, including dividend equivalents, with a weighted-average grant date fair value of **$13.18**[75](index=75&type=chunk) [Note 13 Retirement and Other Benefit Plans](index=27&type=section&id=Note%2013%20Retirement%20and%20Other%20Benefit%20Plans) This note provides details on pension and other postretirement benefit plans, including net periodic benefit expense Net Periodic Benefit Expense (Income) ($ thousands) | Component | Pension Benefits (13 Weeks Ended Aug 2, 2025) | Other Postretirement Benefits (13 Weeks Ended Aug 2, 2025) | Pension Benefits (26 Weeks Ended Aug 2, 2025) | Other Postretirement Benefits (26 Weeks Ended Aug 2, 2025) | | :-------------- | :-------------------------------------------- | :--------------------------------------------------------- | :-------------------------------------------- | :--------------------------------------------------------- | | Service cost | $ 1,115 | $ — | $ 2,339 | $ — | | Interest cost | 3,623 | 11 | 7,244 | 24 | | Expected return on assets | (5,561) | — | (11,117) | — | | Amortization of actuarial loss (gain) | 1,378 | (19) | 2,856 | (39) | | Amortization of prior service cost | 12 | — | 19 | — | | Total net periodic benefit expense (income) | $ 567 | $ (8) | $ 1,341 | $ (15) | - Total net periodic pension benefit expense increased to **$567k** for the thirteen weeks and **$1,341k** for the twenty-six weeks ended August 2, 2025, compared to **$491k** and **$902k** in the prior year periods, respectively[76](index=76&type=chunk) - Other postretirement benefits showed a net income of **$(8)k** for the thirteen weeks and **$(15)k** for the twenty-six weeks ended August 2, 2025[76](index=76&type=chunk) [Note 14 Fair Value Measurements](index=27&type=section&id=Note%2014%20Fair%20Value%20Measurements) This note explains the fair value measurement hierarchy and details assets and liabilities measured at fair value - The Company uses a fair value hierarchy (Level 1, 2, 3) to categorize valuation techniques based on input observability[78](index=78&type=chunk)[83](index=83&type=chunk) - Non-qualified deferred compensation plan assets and liabilities, non-qualified restoration plan assets and liabilities, and deferred compensation plan liabilities for non-employee directors are measured at fair value using Level 1 inputs (quoted market prices)[80](index=80&type=chunk)[81](index=81&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) Fair Value Measurements (August 2, 2025) | ($ thousands) | Total | Level 1 | Level 2 | Level 3 | | :-------------- | :---- | :------ | :------ | :------ | | Non-qualified deferred compensation plan assets | $ 11,603 | 11,603 | $ — | $ — | | Non-qualified deferred compensation plan liabilities | (11,603) | (11,603) | — | — | | Non-qualified restoration plan assets | 453 | 453 | — | — | | Non-qualified restoration plan liabilities | (453) | (453) | — | — | | Deferred compensation plan liabilities for non-employee directors | (784) | (784) | — | — | | Restricted stock units for non-employee directors | (820) | (820) | — | — | Long-Lived Asset Impairment Charges ($ thousands) | Segment | Thirteen Weeks Ended Aug 2, 2025 | Thirteen Weeks Ended Aug 3, 2024 | Twenty-Six Weeks Ended Aug 2, 2025 | Twenty-Six Weeks Ended Aug 3, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Famous Footwear | $ 420 | $ 305 | $ 697 | $ 500 | | Brand Portfolio | 5 | 250 | 5 | 300 | | Total | $ 425 | $ 555 | $ 702 | $ 800 | [Note 15 Income Taxes](index=31&type=section&id=Note%2015%20Income%20Taxes) This note details effective tax rates, significant tax benefits, and deferred tax considerations - The consolidated effective tax rate was a benefit of **22.0%** for the thirteen weeks and **8.8%** for the twenty-six weeks ended August 2, 2025, compared to a provision of **25.0%** and **24.0%** for the prior year periods, respectively[93](index=93&type=chunk) - The lower effective tax rate for the current periods was primarily due to a discrete tax benefit of **$2.5 million** from the resolution of the remaining transition tax for mandatory deemed repatriation of foreign earnings[93](index=93&type=chunk) - No deferred taxes have been provided on accumulated unremitted earnings of foreign subsidiaries considered indefinitely reinvested[94](index=94&type=chunk) [Note 16 Commitments and Contingencies](index=31&type=section&id=Note%2016%20Commitments%20and%20Contingencies) This note describes environmental remediation commitments and other legal contingencies - The Company is involved in environmental remediation activities at its Redfield site in Colorado, with cumulative expenditures of **$35.0 million** through August 2, 2025[96](index=96&type=chunk)[98](index=98&type=chunk) - The reserve for anticipated future remediation activities at Redfield is **$8.9 million** as of August 2, 2025, with **$4.5 million** for off-site and **$4.4 million** for on-site remediation[98](index=98&type=chunk) - The Company expects to spend approximately **$0.1 million** in 2025, **$0.1 million** in each of the following four years, and **$12.0 million** thereafter for on-site remediation[98](index=98&type=chunk) - Management believes the outcome of ordinary course legal proceedings and litigation will not have a material adverse effect on the Company's results of operations or financial position[101](index=101&type=chunk) [ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance, condition, and results of operations for the second quarter and first six months of fiscal year 2025, discussing key trends, financial highlights, segment performance, liquidity, and capital resources [OVERVIEW](index=34&type=section&id=OVERVIEW) This section summarizes the Company's business, key financial results, macroeconomic impacts, and acquisitions - The Company is a global footwear company operating retail stores, e-commerce websites, and designing, developing, sourcing, manufacturing, and distributing footwear[103](index=103&type=chunk) - Macroeconomic factors, including lighter consumer traffic and tariff volatility, negatively impacted Q2 2025 financial results, with tariffs estimated to have a **$10 million** negative impact on net sales due to factory order cancellations and delayed receipts[104](index=104&type=chunk) - Restructuring actions in Q2 2025 are expected to decrease selling and administrative expenses by approximately **$15 million** on an annualized basis[104](index=104&type=chunk) - The Company's liquidity position remains strong with **$191.5 million** in cash and cash equivalents and **$230.8 million** in excess availability on its revolving credit agreement as of August 2, 2025[105](index=105&type=chunk) - The acquisition of Stuart Weitzman was completed on August 4, 2025, for **$120.2 million**, funded by the revolving credit agreement, strengthening the Company's position in luxury footwear[106](index=106&type=chunk) [Financial Highlights](index=35&type=section&id=Financial%20Highlights) This section presents a concise summary of the Company's key consolidated financial performance metrics Consolidated Financial Highlights (Thirteen Weeks Ended) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :-------------- | :------------- | :------------- | :--------- | :--------- | | Consolidated net sales | $658.5 | $683.3 | ($24.8) | (3.6)% | | Famous Footwear segment net sales | $399.6 | $420.3 | ($20.7) | (4.9)% | | Famous Footwear comparable sales % change | (3.4)% | (2.9)% | n/m | n/m | | Brand Portfolio segment net sales | $275.6 | $285.5 | ($9.9) | (3.5)% | | Gross profit | $285.8 | $310.9 | ($25.1) | (8.1)% | | Gross margin | 43.4 % | 45.5 % | n/m | (210 bps) | | Operating earnings | $9.3 | $42.5 | ($33.2) | (78.2)% | | Diluted earnings per share | $0.20 | $0.85 | ($0.65) | (76.5)% | - Consolidated net sales decreased by **3.6%** to **$658.5 million**, and operating earnings plummeted by **78.2%** to **$9.3 million** for the second quarter of 2025[107](index=107&type=chunk) - Gross margin declined by **210 basis points** to **43.4%** in Q2 2025, primarily due to lower merchandise margins from tariffs and higher inventory markdowns[107](index=107&type=chunk) [Metrics Used in the Evaluation of Our Business](index=35&type=section&id=Metrics%20Used%20in%20the%20Evaluation%20of%20Our%20Business) This section defines key operational and financial metrics used by management to assess business performance - Comparable sales measure revenue for stores open over a year, including e-commerce sales that extend a retail chain, and are used to assess existing store performance[108](index=108&type=chunk) - Sales per square foot evaluate sales efficiency based on retail store square footage in North America, excluding e-commerce and the China joint venture[109](index=109&type=chunk) - Direct-to-consumer sales, including retail stores, company websites, and drop-ship sales, are monitored for their higher gross margin and ability to reinforce brand image and consumer connection[110](index=110&type=chunk) [CONSOLIDATED RESULTS](index=36&type=section&id=CONSOLIDATED%20RESULTS) This section analyzes overall financial performance, including net sales, gross profit, operating earnings, and net earnings Consolidated Results Summary ($ millions) | Metric | 13 Weeks Ended Aug 2, 2025 | % of Net Sales | 13 Weeks Ended Aug 3, 2024 | % of Net Sales | 26 Weeks Ended Aug 2, 2025 | % of Net Sales | 26 Weeks Ended Aug 3, 2024 | % of Net Sales | | :-------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | | Net sales | $ 658.5 | 100.0 % | $ 683.3 | 100.0 % | $ 1,272.7 | 100.0 % | $ 1,342.5 | 100.0 % | | Gross profit | 285.8 | 43.4 % | 310.9 | 45.5 % | 564.5 | 44.4 % | 620.0 | 46.2 % | | Selling and administrative expenses | 269.7 | 40.9 % | 268.4 | 39.3 % | 536.2 | 42.1 % | 534.7 | 39.8 % | | Restructuring and other special charges, net | 6.8 | 1.1 % | — | — % | 7.4 | 0.6 % | — | — % | | Operating earnings | 9.3 | 1.4 % | 42.5 | 6.2 % | 20.9 | 1.7 % | 85.3 | 6.4 % | | Net earnings attributable to Caleres, Inc. | $ 6.7 | 1.0 % | $ 30.0 | 4.4 % | $ 13.7 | 1.1 % | $ 60.9 | 4.5 % | - Consolidated net sales decreased by **$24.8 million** (**3.6%**) for the second quarter and **$69.8 million** (**5.2%**) for the first six months of 2025, with declines in both Famous Footwear and Brand Portfolio segments[113](index=113&type=chunk)[114](index=114&type=chunk) - Gross profit decreased by **$25.1 million** (**8.1%**) for the second quarter and **$55.5 million** (**8.9%**) for the first six months of 2025, with gross margin declining due to tariffs, higher inventory markdowns, and increased freight costs[115](index=115&type=chunk)[116](index=116&type=chunk) - Selling and administrative expenses increased slightly, but as a percentage of net sales, they rose to **40.9%** (Q2) and **42.1%** (YTD) due to deleveraging on lower sales, higher retail facilities costs, and increased marketing/IT expenses[118](index=118&type=chunk)[119](index=119&type=chunk) - Operating earnings **significantly decreased** by **$33.2 million** (**78.2%**) for the second quarter and **$64.4 million** (**75.5%**) for the first six months of 2025, primarily due to lower sales, reduced gross profit, and restructuring charges[121](index=121&type=chunk)[122](index=122&type=chunk) - Interest expense, net, increased by **$1.2 million** (**36.3%**) for the second quarter and **$1.2 million** (**16.8%**) for the first six months of 2025, reflecting higher average borrowings on the revolving credit facility, particularly for the Stuart Weitzman acquisition[123](index=123&type=chunk) - The effective tax rate was a benefit of **22.0%** for Q2 2025 and **8.8%** for the first six months, driven by a **$2.5 million** discrete tax benefit related to foreign earnings repatriation[125](index=125&type=chunk) [FAMOUS FOOTWEAR](index=40&type=section&id=FAMOUS%20FOOTWEAR) This section analyzes Famous Footwear segment performance, detailing net sales, operating earnings, and comparable sales Famous Footwear Segment Performance ($ millions, except sales per square foot) | Metric | 13 Weeks Ended Aug 2, 2025 | % of Net Sales | 13 Weeks Ended Aug 3, 2024 | % of Net Sales | 26 Weeks Ended Aug 2, 2025 | % of Net Sales | 26 Weeks Ended Aug 3, 2024 | % of Net Sales | | :-------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | | Net sales | $ 399.6 | 100.0 % | $ 420.3 | 100.0 % | $ 727.3 | 100.0 % | $ 769.8 | 100.0 % | | Gross profit | 174.7 | 43.7 % | 189.3 | 45.0 % | 323.1 | 44.4 % | 350.3 | 45.5 % | | Selling and administrative expenses | 156.0 | 39.1 % | 154.9 | 36.8 % | 299.5 | 41.2 % | 299.1 | 38.8 % | | Operating earnings | $ 18.6 | 4.6 % | $ 34.4 | 8.2 % | $ 23.5 | 3.2 % | $ 51.2 | 6.7 % | | Comparable sales % change | (3.4)% | | (2.9)% | | (3.9)% | | (2.6)% | | | Ending stores | 830 | | 855 | | 830 | | 855 | | - Famous Footwear net sales decreased by **4.9%** for Q2 2025 and **5.5%** for the first six months, with comparable sales declining **3.4%** and **3.9%** respectively, primarily due to reduced consumer traffic[130](index=130&type=chunk)[132](index=132&type=chunk) - E-commerce sales penetration increased to **14%** of net sales in Q2 2025, and the launch of the Jordan brand contributed to a strong back-to-school season[130](index=130&type=chunk) - Gross profit margin decreased to **43.7%** for Q2 2025 and **44.4%** for the first six months, driven by higher promotional activity and increased freight costs[133](index=133&type=chunk)[134](index=134&type=chunk) - Operating earnings decreased by **$15.8 million** (**46%**) for Q2 2025 and **$27.7 million** (**54%**) for the first six months, reflecting lower sales, reduced gross profit, and increased selling and administrative expenses[138](index=138&type=chunk)[139](index=139&type=chunk) - The segment ended Q2 2025 with **830** stores, having opened **2** and closed **7** during the quarter, and converted **21** stores to the FLAIR concept during the first half of 2025, which continue to outperform traditional stores[131](index=131&type=chunk)[132](index=132&type=chunk)[135](index=135&type=chunk) [BRAND PORTFOLIO](index=42&type=section&id=BRAND%20PORTFOLIO) This section analyzes Brand Portfolio segment performance, detailing net sales, operating earnings, and direct-to-consumer sales Brand Portfolio Segment Performance ($ millions) | Metric | 13 Weeks Ended Aug 2, 2025 | % of Net Sales | 13 Weeks Ended Aug 3, 2024 | % of Net Sales | 26 Weeks Ended Aug 2, 2025 | % of Net Sales | 26 Weeks Ended Aug 3, 2024 | % of Net Sales | | :-------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | | Net sales | $ 275.6 | 100.0 % | $ 285.5 | 100.0 % | $ 571.0 | 100.0 % | $ 602.7 | 100.0 % | | Gross profit | 111.1 | 40.3 % | 121.9 | 42.7 % | 240.3 | 42.1 % | 269.7 | 44.7 % | | Selling and administrative expenses | 102.6 | 37.2 % | 98.3 | 34.4 % | 214.5 | 37.6 % | 204.7 | 33.9 % | | Operating earnings | $ 6.7 | 2.4 % | $ 23.6 | 8.3 % | $ 24.0 | 4.3 % | $ 65.0 | 10.8 % | | Direct-to-consumer (% of net sales) | 36 % | | 33 % | | 35 % | | 33 % | | | Unfilled order position at end of period | $ 244.2 | | $ 251.6 | | | | | | - Brand Portfolio net sales decreased by **3.5%** for Q2 2025 and **5.3%** for the first six months, primarily due to soft consumer demand and cautious wholesale buying, with tariffs negatively impacting Q2 net sales by an estimated **$10 million**[141](index=141&type=chunk)[142](index=142&type=chunk) - Direct-to-consumer sales increased to **36%** of net sales in Q2 2025, up from **33%** in the prior year[141](index=141&type=chunk) - Gross profit margin decreased to **40.3%** for Q2 2025 and **42.1%** for the first six months, driven by tariff impacts, higher inventory markdowns, and costs associated with moving inventory out of China[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - Operating earnings decreased to **$6.7 million** for Q2 2025 (from **$23.6 million**) and **$24.0 million** for the first six months (from **$65.0 million**), reflecting lower sales, reduced gross profit, and increased selling and administrative expenses[150](index=150&type=chunk)[151](index=151&type=chunk) - The segment expanded its international presence, with **118** stores in East Asia and **145** international franchise locations as of August 2, 2025[141](index=141&type=chunk) [ELIMINATIONS AND OTHER](index=43&type=section&id=ELIMINATIONS%20AND%20OTHER) This section explains the financial impact of intersegment eliminations and unallocated corporate expenses Eliminations and Other Operating Loss ($ millions) | Metric | 13 Weeks Ended Aug 2, 2025 | % of Net Sales | 13 Weeks Ended Aug 3, 2024 | % of Net Sales | 26 Weeks Ended Aug 2, 2025 | % of Net Sales | 26 Weeks Ended Aug 3, 2024 | % of Net Sales | | :-------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | :------------------------- | :------------- | | Net sales | $ (16.7) | 100.0 % | $ (22.5) | 100.0 % | $ (25.5) | 100.0 % | $ (30.0) | 100.0 % | | Operating loss | $ (15.9) | 95.2 % | $ (15.5) | 68.9 % | $ (26.7) | 104.8 % | $ (31.0) | 103.2 % | - Net sales elimination decreased by **$5.8 million** (**25.8%**) for Q2 2025 and **$4.5 million** (**14.9%**) for the first six months, reflecting a decrease in intersegment product sales from Brand Portfolio to Famous Footwear[153](index=153&type=chunk) - Selling and administrative expenses decreased by **$4.1 million** for Q2 2025 and **$8.7 million** for the first six months, primarily due to lower expenses related to cash and share-based incentive compensation[154](index=154&type=chunk)[155](index=155&type=chunk) - Restructuring and other special charges of **$4.8 million** for Q2 2025 and **$5.5 million** for the first six months were recorded for expense reduction initiatives and Stuart Weitzman acquisition costs[156](index=156&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=45&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses cash flow, debt obligations, borrowing capacity, and working capital, highlighting funds - Total debt obligations increased by **$241.0 million** to **$387.5 million** at August 2, 2025, from **$146.5 million** at August 3, 2024, primarily to fund the Stuart Weitzman acquisition[158](index=158&type=chunk) - The Company had **$230.8 million** in additional borrowing availability under its **$700.0 million** revolving credit facility as of August 2, 2025, and was in compliance with all covenants[157](index=157&type=chunk)[159](index=159&type=chunk) Cash Flow Summary ($ millions) | ($ millions) | August 2, 2025 | August 3, 2024 | Change ($) | | :----------- | :------------- | :------------- | :--------- | | Net cash provided by operating activities | $ 41.7 | $ 115.7 | $ (74.0) | | Net cash used for investing activities | (34.1) | (21.8) | (12.3) | | Net cash provided by (used for) financing activities | 154.2 | (63.4) | 217.6 | | Increase in cash and cash equivalents | $ 161.9 | $ 30.4 | $ 131.5 | - Working capital increased by **$5.0 million** from August 3, 2024, to **$84.3 million** at August 2, 2025, driven by higher cash, lower trade accounts payable, and higher inventory, partially offset by increased borrowings[167](index=167&type=chunk) - The debt-to-capital ratio increased to **38.4%** as of August 2, 2025, from **19.3%** at August 3, 2024[167](index=167&type=chunk) - The Company declared and paid dividends of **$0.07** per share in Q2 2025 and expects to continue dividend payments[168](index=168&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=46&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section confirms no material changes to critical accounting policies and estimates since the last fiscal year - No material changes have occurred related to critical accounting policies and estimates since the end of the most recent fiscal year (February 1, 2025)[170](index=170&type=chunk) [RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS](index=46&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20PRONOUNCEMENTS) This section refers to detailed information on new accounting pronouncements in the financial statements notes - Information on recently issued accounting pronouncements and their impact is detailed in Note 2 to the condensed consolidated financial statements[171](index=171&type=chunk) [FORWARD-LOOKING STATEMENTS](index=47&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section cautions about forward-looking statements, outlining risks and uncertainties affecting future results - The report contains forward-looking statements subject to various risks and uncertainties, including changes in trade policies, consumer demands, inflation, supply chain disruptions, and intense competition[172](index=172&type=chunk) - The Company does not undertake any obligation to update these forward-looking statements[172](index=172&type=chunk) [ITEM 3 Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=ITEM%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no material changes in quantitative and qualitative disclosures about market risk since the end of the most recent fiscal year - No material changes have occurred in the quantitative and qualitative information about market risk since the end of the most recent fiscal year (February 1, 2025)[173](index=173&type=chunk) [ITEM 4 Controls and Procedures](index=47&type=section&id=ITEM%204%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures, concluding that they were effective at a reasonable assurance level as of August 2, 2025, with no material changes to internal controls over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of August 2, 2025[175](index=175&type=chunk) - No changes in internal controls over financial reporting materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the quarter ended August 2, 2025[177](index=177&type=chunk) PART II OTHER INFORMATION This section provides additional information not in financial statements, covering legal, risks, equity, and exhibits [ITEM 1 Legal Proceedings](index=49&type=section&id=ITEM%201%20Legal%20Proceedings) This section states that the Company is involved in ordinary course legal proceedings and litigation, but management does not expect their outcome to have a material adverse effect on financial results or position - Management believes the outcome of legal proceedings and litigation arising in the ordinary course of business will not have a material adverse effect on the Company's results of operations or financial position[178](index=178&type=chunk) [ITEM 1A Risk Factors](index=49&type=section&id=ITEM%201A%20Risk%20Factors) This section highlights material changes to risk factors, specifically emphasizing the adverse impact of changes in U.S. and international trade policies, including tariffs, on the Company's business, results of operations, and financial condition - Changes in U.S. and international trade policies, including tariffs, trade restrictions, and retaliatory actions, may adversely impact the Company's business, results of operations, and financial condition[181](index=181&type=chunk) - Tariffs negatively impacted net sales and gross margins in the Brand Portfolio segment during Q2 2025, and the uncertainty surrounding future tariff policies poses a **significant risk**[181](index=181&type=chunk) - The Company is implementing strategies to mitigate tariff effects, such as shifting production and negotiating with suppliers, but there is no assurance these measures will be successful[181](index=181&type=chunk) [ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=ITEM%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides information on common stock repurchases during the second quarter of 2025, noting that no shares were repurchased under the publicly announced program during the thirteen weeks ended August 2, 2025, but 300,000 shares were repurchased during the twenty-six weeks Common Stock Repurchases (Second Quarter 2025) | Fiscal Period | Total Number of Shares Purchased | Average Price Paid per Share | | :---------------------- | :------------------------------- | :--------------------------- | | May 4, 2025 - May 31, 2025 | 14,739 | $ 16.49 | | June 1, 2025 - July 5, 2025 | 1,535 | $ 13.30 | | July 6, 2025 - August 2, 2025 | — | — | | Total | 16,274 | $ 16.19 | - No shares were repurchased under the 2022 Program during the thirteen weeks ended August 2, 2025, but **300,000** shares were repurchased during the twenty-six weeks ended August 2, 2025[184](index=184&type=chunk) - As of August 2, 2025, **3,366,055** shares remained authorized for repurchase under the 2022 Program[184](index=184&type=chunk) [ITEM 3 Defaults Upon Senior Securities](index=50&type=section&id=ITEM%203%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities - There were no defaults upon senior securities[185](index=185&type=chunk) [ITEM 4 Mine Safety Disclosures](index=50&type=section&id=ITEM%204%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[186](index=186&type=chunk) [ITEM 5 Other Information](index=50&type=section&id=ITEM%205%20Other%20Information) This section reports on Director and Section 16 Officer trading arrangements, specifically noting the termination of a Rule 10b5-1 plan by Daniel Friedman, Chief Sourcing Officer, on July 8, 2025 - Daniel Friedman, Chief Sourcing Officer, terminated a Rule 10b5-1 plan on July 8, 2025, which had provided for the sale of up to **16,782** shares[187](index=187&type=chunk) - No other director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the thirteen weeks ended August 2, 2025[188](index=188&type=chunk) [ITEM 6 Exhibits](index=51&type=section&id=ITEM%206%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements related to the Stuart Weitzman acquisition, corporate governance documents, credit agreements, and certifications - Key exhibits include the Sale and Purchase Agreement for Stuart Weitzman, the Seventh Amendment to the Fourth Amended and Restated Credit Agreement, and certifications from the CEO and CFO[189](index=189&type=chunk) [Signature](index=52&type=section&id=Signature) This section contains the signature of the Company's Principal Financial Officer, Jack P. Calandra, certifying the filing of the report - The report was signed by Jack P. Calandra, Senior Vice President and Chief Financial Officer, on September 9, 2025[193](index=193&type=chunk)