CHS(CHSCM) - 2025 Q3 - Quarterly Report
2025-07-09 15:50
Refinery and Energy Performance - CHS Inc. reported a decrease in total refinery throughput volumes to 116,487 barrels per day in Q3 2025, down from 192,900 barrels per day in Q3 2024[115]. - The company conducted planned major maintenance at the McPherson refinery, resulting in lower sales of higher-margin refined products[113]. - The average WTI crude oil price was $63.99 per barrel in Q3 2025, down from $81.14 per barrel in Q3 2024[118]. - The Energy segment reported a loss before income taxes of $50,088 thousand in 2025, a significant decline from income of $97,850 thousand in 2024, representing a change of 151.2%[125]. - The Energy segment reported a loss before income taxes of $416,264,000 for the nine months ended May 31, 2025, compared to a loss of $113,794,000 in the prior year, reflecting a change of $530,058,000 or 127.3%[169]. - Revenues in the Energy segment decreased by $933,692,000 or 14.3%, from $6,541,840,000 in 2025 to $5,608,148,000 in 2024[181]. - Cost of goods sold in the Energy segment decreased by 6.6% to $1,760,043 thousand in 2025 from $1,885,415 thousand in 2024, driven by market oversupply conditions[149]. Agricultural Segment Performance - The Ag segment earnings improved due to higher volumes and margins in wholesale and retail agronomy products, despite decreased margins in grain and oilseed processing categories[113]. - Total grain and oilseed throughput reached 604,009 thousand bushels in Q3 2025, up from 540,067 thousand bushels in Q3 2024[119]. - The Ag segment's income before income taxes increased to $151,040 thousand in 2025, up 39.2% from $108,535 thousand in 2024[131]. - Revenues in the Ag segment rose to $7,962,254 thousand in 2025, an increase of 5.8% from $7,523,656 thousand in 2024[142]. - The Ag segment's revenues fell to $21,189,835,000 in 2025 from $23,486,932,000 in 2024, a decrease of $2,297,097,000 or 9.8%[185]. - Cost of goods sold in the Ag segment decreased to $20,542,339,000 in 2025 from $22,710,005,000 in 2024, a reduction of $2,167,666,000 or 9.5%[194]. Financial Performance Overview - Revenues for the three months ended May 31, 2025, were $9,766,421 thousand, a slight increase from $9,608,983 thousand in 2024, representing a growth of 1.6%[120]. - Gross profit decreased to $329,811 thousand in 2025, down from $467,795 thousand in 2024, reflecting a gross margin decline from 4.9% to 3.4%[120]. - Net income attributable to CHS Inc. was $232,184 thousand for the three months ended May 31, 2025, compared to $297,274 thousand in 2024, a decrease of 21.9%[120]. - Revenues for the nine months ended May 31, 2025, were $26,856,724,000, down from $30,087,121,000 in the same period of 2024, representing a decrease of $3,230,397,000 or 10.7%[163]. - Gross profit decreased to $806,802,000, which is 3.0% of revenues, compared to $1,478,637,000 or 4.9% of revenues in the prior year[163]. - Net income attributable to CHS Inc. for the nine months ended May 31, 2025, was $401,220,000, down from $990,504,000 in 2024, a decrease of $589,284,000 or 59.5%[163]. Expenses and Income Tax - Marketing, general and administrative expenses decreased by 18.2% to $258,850 thousand in 2025 from $316,435 thousand in 2024, primarily due to lower performance-based compensation expenses[157]. - Interest expense increased by 88.3% to $44,109 thousand in 2025 from $23,425 thousand in 2024, attributed to a higher short-term notes payable balance[158]. - Income tax expense increased to $12,613,000 in Q3 2025 from $27,175,000 in Q3 2024, a change of $14,562,000 or 115.5%[162]. - Income tax expense rose by $10.3 million (48.1%) to $31.7 million, influenced by reduced research and development tax credits and changes in state law, resulting in effective tax rates of 7.3% for 2025 compared to 2.1% for 2024[204]. Cash Flow and Capital Expenditures - Cash and cash equivalents decreased significantly from $794.9 million in August 2024 to $323.9 million in May 2025[205]. - Working capital decreased by $741.2 million to $2.57 billion as of May 31, 2025, due to increased current liabilities driven by seasonality[210]. - Total capital expenditures for fiscal 2025 are expected to be approximately $735.4 million, down from $808.8 million in fiscal 2024[207]. - Net cash used in operating activities was $635.3 million for the nine months ended May 31, 2025, a decrease of $795.0 million year-over-year[213]. - The company expects to pay approximately $168.7 million in dividends on preferred stock during fiscal 2025, with $126.5 million paid during the nine months ended May 31, 2025[207]. - The company redeemed $271.0 million of member equity during the nine months ended May 31, 2025, as part of its patronage program[208]. Market Outlook and Strategic Initiatives - The company anticipates continued margin pressure and lower profitability in energy and agricultural commodities through at least the remainder of fiscal 2025 due to macroeconomic factors[111]. - CHS Inc. expects global economic factors impacting energy and agricultural commodities to be less favorable in fiscal 2025 compared to fiscal 2024[111]. - CHS Inc. plans to pursue growth through strategic investments and cooperative connections despite less favorable market conditions[112]. - The company acquired WCAS for an estimated cash purchase price of $322.1 million, enhancing its grain and agronomy platforms[207]. - No material changes in market risk exposures were experienced for the period ended May 31, 2025[222]. - The company refers to Note 1 for applicable standards issued and not yet adopted[221].
CHS(CHSCL) - 2025 Q3 - Quarterly Report
2025-07-09 15:50
Financial Performance - Revenues for the three months ended May 31, 2025, were $9,766,421 thousand, a slight increase from $9,608,983 thousand in 2024, representing a growth of 1.6%[120] - Gross profit decreased to $329,811 thousand in 2025, down from $467,795 thousand in 2024, reflecting a gross margin decline from 4.9% to 3.4%[120] - Net income attributable to CHS Inc. was $232,184 thousand for the three months ended May 31, 2025, compared to $297,274 thousand in 2024, a decrease of 21.9%[120] - Revenues for the nine months ended May 31, 2025, were $26,856,724, a decrease of 10.5% from $30,087,121 in 2024[163] - Gross profit for the same period was $806,802, representing 3.0% of revenues, down from 4.9% in 2024[163] - Net income attributable to CHS Inc. for the nine months ended May 31, 2025, was $401,220, a decline of 59.5% from $990,504 in 2024[163] Segment Performance - The Energy segment reported a loss before income taxes of $50,088 thousand in 2025, a significant decline from income of $97,850 thousand in 2024, representing a change of 151.2%[125] - The Ag segment's income before income taxes increased by 39.2% to $151,040 thousand in 2025 from $108,535 thousand in 2024[131] - Revenues in the Ag segment rose to $7,962,254 thousand in 2025, an increase of 5.8% from $7,523,656 thousand in 2024[142] - The Energy segment reported a loss before income taxes of $416,264 for the nine months ended May 31, 2025, compared to a loss of $113,794 in 2024, reflecting a change of 127.3%[169] - Revenues in the Energy segment decreased by 14.3% to $6,541,840 in 2025 from $7,475,532 in 2024[181] - The Ag segment revenues fell by 9.8% to $21,189,835 in 2025 from $23,486,932 in 2024[185] Market Conditions - CHS Inc. reported a decrease in total refinery throughput volumes to 116,487 barrels per day in Q3 2025, down from 192,900 barrels per day in Q3 2024[115] - The company anticipates continued margin pressure in energy and agricultural commodities through at least the remainder of fiscal 2025 due to macroeconomic factors[111] - CHS Inc. expects global economic factors impacting energy and agricultural commodities to be less favorable in fiscal 2025 compared to fiscal 2024[111] - Average market prices for corn decreased to $4.56 per bushel in Q3 2025 from $4.43 per bushel in Q3 2024, while soybean prices fell to $10.30 per bushel from $11.81 per bushel[119] Expenses and Costs - Marketing, general and administrative expenses decreased by 18.2% to $258,850 thousand in 2025 from $316,435 thousand in 2024, primarily due to lower performance-based incentive compensation[157] - Interest expense increased by 88.3% to $44,109 thousand in 2025 from $23,425 thousand in 2024, attributed to a higher short-term notes payable balance[158] - Cost of goods sold in the Energy segment decreased by 6.6% to $1,760,043 thousand in 2025 from $1,885,415 thousand in 2024, driven by an oversupply in the market[149] - Marketing, general and administrative expenses decreased by 11.2% to $769,968 in 2025 from $866,721 in 2024, mainly due to lower performance-based compensation[199] - Interest expense increased by 23.5% to $96,962 in 2025 from $78,513 in 2024, attributed to a higher short-term notes payable balance[200] Cash Flow and Capital Expenditures - Cash and cash equivalents decreased from $794.9 million to $323.9 million from August 31, 2024, to May 31, 2025[205] - Working capital decreased by $741.2 million to $2.57 billion as of May 31, 2025, driven by increased current liabilities[210] - Total capital expenditures for fiscal 2025 are expected to be approximately $735.4 million, down from $808.8 million in fiscal 2024[207] - Net cash used in operating activities was $635.3 million for the nine months ended May 31, 2025, a decrease of $795.0 million year-over-year[213] Investments and Acquisitions - The company acquired WCAS for an estimated cash purchase price of $322.1 million, enhancing its grain and agronomy platforms[207] - Equity income from investments rose by 34.6% to $204,605 thousand in 2025, compared to $151,999 thousand in 2024, mainly due to a gain on the sale of a business by Ventura Foods[160] - Equity income from investments increased by $45.8 million (12.3%) to $419.0 million for the nine months ended May 31, 2025, mainly due to a gain on the sale of a business by Ventura Foods[202][203] Tax and Other Income - The effective tax rate increased to 10.5% in 2025 from 4.1% in 2024, primarily due to changes in state law affecting tax credits[162] - Income tax expense rose by $10.3 million (48.1%) to $31.7 million for the nine months ended May 31, 2025, attributed to reduced research and development tax credits and changes in state law[204] - Other income decreased by $31.7 million (29.9%) to $105.8 million for the nine months ended May 31, 2025, primarily due to decreased interest income from a smaller cash balance[201] Strategic Outlook - The company plans to pursue growth through strategic investments and cooperative connections despite less favorable market conditions[112] - The company redeemed $271.0 million of member equity during the nine months ended May 31, 2025, as part of its equity redemption strategy[208] - No material changes in market risk exposures were experienced for the period ended May 31, 2025[222] - The company refers to Note 1 for applicable standards issued and not yet adopted[221]
Ondas(ONDS) - 2025 Q2 - Quarterly Results
2025-07-09 12:45
[Announcement of Investor Day and Preliminary Q2 2025 Financial Results](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) Ondas Holdings Inc. announced a virtual Investor Day and preliminary unaudited Q2 2025 financial results - The company announced a virtual Investor Day to be held on July 9, 2025, at 1:00 p.m. Eastern Time[5](index=5&type=chunk) - Simultaneously, the company reported preliminary select financial results for the quarter ended June 30, 2025, via a press release (Exhibit 99.1)[5](index=5&type=chunk) - The financial information provided is explicitly stated as unaudited, preliminary, and not fully representative of the company's financial condition or operational results for Q2 2025[6](index=6&type=chunk) - The information furnished under Item 2.02, including the press release, is not considered "filed" for the purposes of Section 18 of the Exchange Act[7](index=7&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) The report includes forward-looking statements, subject to risks and uncertainties, with no commitment to future updates - Statements in the report that are not historical facts are defined as "forward-looking statements" under the Private Securities Litigation Reform Act of 1995[8](index=8&type=chunk) - The company cautions that actual results may differ materially from those expressed in forward-looking statements due to various risk factors detailed in its Form 10-K and 10-Q filings[8](index=8&type=chunk) [Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section lists exhibits filed with the Form 8-K, including the press release with preliminary financial results Exhibits | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release, dated July 9, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
OpenText(OTEX) - 2025 Q4 - Annual Results
2025-07-09 12:38
[Preliminary Q4 FY2025 Financial Results](index=3&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition.) OpenText announced preliminary Q4 FY2025 revenue expectations of approximately **US$1.31 billion**, noting these figures are subject to finalization through normal quarter-end accounting procedures Preliminary Q4 FY2025 Revenue | Metric | Value | | :--- | :--- | | Preliminary Q4 FY2025 Revenue | ~US$1.31 billion | - These preliminary revenue figures are **subject to change** upon completion of normal quarter-end and fiscal-end accounting procedures and closing adjustments[5](index=5&type=chunk) - The information provided is **'furnished'** and **not 'filed'** with the SEC, meaning it is not incorporated by reference into other company filings[6](index=6&type=chunk) [Executive Leadership Transition](index=3&type=section&id=Item%205.02.%20Departure%20of%20Directors%20or%20Certain%20Officers%3B%20Election%20of%20Directors%3B%20Appointment%20of%20Certain%20Officers%3B%20Compensatory%20Arrangements%20of%20Certain%20Officers.) The company announced the departure of EVP and CFO **Chadwick Westlake** effective **August 15, 2025**, with SVP and Chief Accounting Officer **Cosmin Balota** appointed as **interim CFO** during the search for a permanent successor - **Chadwick Westlake** will step down as **EVP, Chief Financial Officer**, effective **August 15, 2025**, after the fiscal year-end reporting is complete[7](index=7&type=chunk) - **Cosmin Balota**, age 51 and the current **SVP, Chief Accounting Officer**, will be appointed as **interim Chief Financial Officer**[8](index=8&type=chunk) - The company has initiated a **comprehensive search** with an executive search firm to find a **long-term CFO**[7](index=7&type=chunk) [Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits filed with the Form 8-K, which includes the press release detailing the financial and executive change announcements - **Exhibit 99.1** is the **press release**, dated **July 9, 2025**, which announces the preliminary revenue and CFO transition[4](index=4&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk)
ImmuCell(ICCC) - 2025 Q2 - Quarterly Results
2025-07-09 12:00
[Overview of Form 8-K Filing (July 9, 2025)](index=1&type=section&id=Form%208-K%20Filing%20July%209%2C%202025) This section outlines ImmuCell Corporation's Form 8-K filing on July 9, 2025, covering preliminary Q2 2025 sales and exhibits [Announcement of Preliminary Q2 2025 Sales Results](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) ImmuCell Corporation announced preliminary unaudited Q2 2025 product sales, detailed in a furnished press release - The company issued a press release announcing its preliminary, unaudited product sales for the quarter ended June 30, 2025[6](index=6&type=chunk) - The information in the press release is considered "furnished" and not "filed" for the purposes of Section 18 of the Exchange Act, which has legal implications regarding liability[7](index=7&type=chunk) [Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits.) The filing includes a press release with preliminary sales data and a Cover Page Interactive Data File as exhibits Exhibit List | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release of ImmuCell Corporation dated July 9, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
NaaS(NAAS) - 2024 Q4 - Annual Report
2025-07-09 10:03
PART I [Key Information](index=5&type=section&id=Item%203.%20Key%20Information) This section details the company's holding structure, key risks, regulatory environment, and financial data, with a focus on its China operations [Holding Company Structure and VIE History](index=11&type=section&id=Our%20Holding%20Company%20Structure) NaaS Technology Inc. operates as a Cayman Islands holding company through PRC subsidiaries, having terminated its historical VIE structure in April 2022 - NaaS Technology Inc. is a Cayman Islands holding company with operations primarily conducted through its PRC subsidiaries. Investors purchase equity in the holding company, not the operating entities[55](index=55&type=chunk) - The company previously used a VIE structure involving Kuaidian Power Beijing, which was terminated in April 2022. The company currently has no VIEs and conducts its China operations through subsidiaries[56](index=56&type=chunk)[90](index=90&type=chunk) - The company acknowledges risks that PRC authorities could disallow its holding company structure, which could materially impact operations and security value[55](index=55&type=chunk)[56](index=56&type=chunk) [PRC Government Permissions and Filings](index=16&type=section&id=Permissions%20Required%20from%20the%20PRC%20Government%20Authorities) The company has obtained necessary PRC business licenses and was not subject to CAC cybersecurity review for 2022 mergers, but future offerings require CSRC filings - The company asserts it has obtained all required licenses for its business operations in the PRC under current laws[63](index=63&type=chunk) - A cybersecurity review by the CAC was not required for the 2022 Mergers because NaaS did not possess personal information of over one million individuals at the time, having transferred ownership of the Kuaidian app[64](index=64&type=chunk) - Future overseas securities offerings are subject to filing requirements under the CSRC's Overseas Listing Measures, which took effect on March 31, 2023[66](index=66&type=chunk) [Cash and Asset Flows](index=20&type=section&id=Cash%20and%20Asset%20Flows%20through%20Our%20Organization) The holding company relies on PRC subsidiary dividends, subject to regulatory restrictions on retained earnings, statutory reserves, and foreign currency exchange controls - The ability to pay dividends and service debt at the holding company level depends on distributions from PRC subsidiaries, which are restricted by PRC laws on retained earnings and statutory reserves[69](index=69&type=chunk) - PRC government controls on currency conversion may restrict the transfer of cash from mainland China to fund operations or for other uses outside of China[69](index=69&type=chunk)[72](index=72&type=chunk) Inter-company Fund Flows (RMB millions) | Year | Payments Among Consolidated Entities | Advances Among Consolidated Entities | Dividends/Distributions | | :--- | :--- | :--- | :--- | | **2021** | 279.8 | 497.9 | 0 | | **2022** | 1,677.4 | 1,675.7 | 0 | | **2023** | 1,400.1 | 2,401.2 | 0 | | **2024** | 297.6 | 884.1 | 0 | [Risk Factors](index=22&type=section&id=D.%20Risk%20Factors) This section details significant risks for ADS investors, covering business operations, the complex Chinese regulatory environment, and market-related factors including HFCAA compliance - **Business Risks:** The company is an early-stage entity with a history of net losses (**RMB 914.4 million** in 2024) and expects to incur further losses. It faces intense competition and its success is highly dependent on the continued rapid adoption of EVs[76](index=76&type=chunk)[85](index=85&type=chunk)[95](index=95&type=chunk) - **China-Related Risks:** The PRC government has significant oversight and may intervene in operations. The legal system is complex and evolving, particularly concerning cybersecurity, data privacy, and overseas listings, which could hinder the ability to offer securities and may cause their value to decline[80](index=80&type=chunk)[167](index=167&type=chunk)[174](index=174&type=chunk) - **ADS & Market Risks:** The ADS trading price is likely to be volatile. The multi-class share structure gives disproportionate voting power to holders of Class B and C shares, limiting the influence of ADS holders. As a foreign private issuer, the company is exempt from certain U.S. reporting requirements[82](index=82&type=chunk)[218](index=218&type=chunk)[220](index=220&type=chunk) - **HFCAA Risk:** The company's ADSs may be prohibited from trading in the U.S. in the future if the PCAOB is unable to inspect its China-based auditor for two consecutive years. While the PCAOB can currently conduct inspections, this status could change[62](index=62&type=chunk)[179](index=179&type=chunk) [Information on the Company](index=81&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides a comprehensive overview of NaaS Technology Inc.'s corporate history, business operations across three segments, and the complex PRC regulatory environment [History and Development of the Company](index=81&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company transformed from RISE Education into NaaS Technology Inc. via a 2022 reverse merger, followed by significant financing and strategic acquisitions - The company was formerly RISE Education Cayman Ltd, which sold its education business in December 2021 to become a shell company[257](index=257&type=chunk)[258](index=258&type=chunk)[262](index=262&type=chunk) - On June 10, 2022, the company completed a reverse merger with Dada Auto (the NaaS business), changing its name to NaaS Technology Inc. and its ticker to "NAAS"[268](index=268&type=chunk)[270](index=270&type=chunk) - Post-merger activities include significant capital raising efforts, such as a **US$30 million** share sale in Dec 2022, a **US$21 million** offering in May 2023, and multiple convertible note agreements and share subscription facilities through 2024 and 2025[271](index=271&type=chunk)[272](index=272&type=chunk)[282](index=282&type=chunk)[283](index=283&type=chunk) - The company acquired **89.999%** of Sinopower Holdings in June 2023 and entered into an agreement to acquire Charge Amps in August 2023, though the latter was terminated in November 2023[272](index=272&type=chunk)[273](index=273&type=chunk) [Business Overview](index=90&type=section&id=B.%20Business%20Overview) NaaS provides AI-optimized EV charging services across three segments: Charging Services, Energy Solutions, and New Initiatives, leveraging an asset-light model - **Charging Services:** Provides integrated online EV charging solutions, including mobility connectivity via the Kuaidian platform and SaaS products for station management[291](index=291&type=chunk)[292](index=292&type=chunk) - **Energy Solutions:** Offers comprehensive solutions for energy asset owners, including site selection, hardware procurement, EPC services, and station maintenance[294](index=294&type=chunk)[296](index=296&type=chunk) - **New Initiatives:** Focuses on electricity procurement services to secure favorable prices for its network of charging stations and developing non-charging retail services to boost station revenue[300](index=300&type=chunk)[302](index=302&type=chunk) - In 2024, the company's network helped reduce carbon emissions by approximately **3,224,900 tons**, a **74.5%** increase in reduction efforts compared to 2022[303](index=303&type=chunk) [Regulatory Environment](index=95&type=section&id=B.%20Business%20Overview_Regulations) The company's operations are subject to extensive PRC regulations covering foreign investment, telecommunications, online payments, cybersecurity, data privacy, and overseas listings - **Foreign Investment:** Operations are governed by the PRC Foreign Investment Law and the "Negative List," which restricts or prohibits foreign investment in certain industries[312](index=312&type=chunk)[313](index=313&type=chunk) - **Cybersecurity & Data Privacy:** The company is subject to a complex framework including the Cybersecurity Law, Data Security Law, and Personal Information Protection Law, which regulate data collection, use, and cross-border transfers. The 2022 Cybersecurity Review Measures require review for foreign listings of platform operators with over one million users' data[131](index=131&type=chunk)[133](index=133&type=chunk)[335](index=335&type=chunk) - **Overseas Listing:** The CSRC's Overseas Listing Measures, effective March 31, 2023, established a filing-based system for indirect overseas offerings by domestic companies, which applies to the company's future offerings[374](index=374&type=chunk) - **Online Payment:** Providing payment services in China requires a payment business license from the People's Bank of China. The company notes that its prior business model involving prepayments could have been interpreted as requiring such a license[183](index=183&type=chunk)[323](index=323&type=chunk) [Property, Plants and Equipment](index=114&type=section&id=D.%20Property,%20Plants%20and%20Equipment) As of December 31, 2024, NaaS leased all its office properties and anticipates seeking additional space for future growth Leased Properties as of December 31, 2024 | Location | Space (sq. meters) | Use | Lease Term | | :--- | :--- | :--- | :--- | | Huitong Times Square, Beijing | 2,400 | Office | 5 years from Nov 9, 2020 | | Bamboo Expo Park, Huzhou, Zhejiang | 2760.42 | Office | from Apr 16, 2022 to Apr 15, 2028 | [Operating and Financial Review and Prospects](index=114&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes the company's financial performance, highlighting decreased total revenues due to strategic shifts, reduced net losses, and liquidity management [Operating Results](index=115&type=section&id=A.%20Operating%20Results) Total revenues decreased in 2024 to **RMB 201.0 million** due to a strategic shift, while net loss improved to **RMB 914.4 million** from reduced operating expenses Key Financial Results (RMB in millions) | Metric | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Total Revenues** | 92.8 | 233.4 | 201.0 | | **Gross Profit** | 6.2 | 63.2 | 88.5 | | **Operating Loss** | (2,460.5) | (1,055.2) | (807.0) | | **Net Loss** | (5,637.4) | (1,307.2) | (914.4) | Revenue by Segment (RMB in millions) | Revenue Stream | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Charging services | 82.6 | 129.4 | 169.1 | | Energy solutions | 8.1 | 100.5 | 25.5 | | New initiatives | 2.1 | 3.4 | 6.4 | - The decrease in total revenue in 2024 was primarily due to a strategic shift away from low-margin energy solution projects, with that segment's revenue dropping from **RMB 100.5 million** in 2023 to **RMB 25.5 million** in 2024[410](index=410&type=chunk) - Selling and marketing expenses decreased significantly from **RMB 438.6 million** in 2023 to **RMB 198.9 million** in 2024, mainly due to a **RMB 160.9 million** reduction in user incentives[415](index=415&type=chunk) [Liquidity and Capital Resources](index=130&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by financing activities, with cash and cash equivalents at **RMB 126.7 million** as of December 31, 2024, despite continued negative operating cash flow Summary of Cash Flows (RMB in thousands) | Cash Flow Activity | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (586,118) | (567,604) | (179,138) | | Net cash used in investing activities | (161,335) | (339,610) | (201,671) | | Net cash generated from financing activities | 1,252,315 | 830,105 | 71,270 | | **Cash and cash equivalents at end of year** | **513,351** | **436,242** | **126,703** | - The company has actively raised capital through various means, including a **US$30 million** share sale in 2022, a **US$21 million** offering in May 2023, convertible notes issued to LMR in 2023, and multiple share subscription facilities in 2024 and 2025[442](index=442&type=chunk)[282](index=282&type=chunk) - As of December 31, 2024, the company had contractual lease obligations totaling **RMB 5.0 million**[457](index=457&type=chunk) [Research and Development, Patents and Licenses](index=135&type=section&id=C.%20Research%20and%20Development,%20Patents%20and%20Licenses,%20etc.) The company invests in R&D for charging software and energy solutions, protecting its technology through patents, trademarks, copyrights, and trade secrets R&D Expenses (RMB in millions) | Year | R&D Expense | | :--- | :--- | | 2022 | 36.6 | | 2023 | 61.6 | | 2024 | 42.1 | - As of December 31, 2024, the company held **65** issued patents and had **322** pending patent applications globally, along with **23** copyrights and **34** registered domain names[463](index=463&type=chunk) [Directors, Senior Management and Employees](index=137&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, compensation, board structure, and employee base, highlighting the multi-class share structure and significant voting power [Directors and Senior Management](index=137&type=section&id=A.%20Directors%20and%20Senior%20Management) The company's leadership includes co-founders Zhen Dai as Chairman and Yang Wang as CEO, with Steven Sim appointed CFO in August 2024 - Zhen Dai, co-founder of NaaS and NewLink, serves as Chairman of the Board[473](index=473&type=chunk) - Yang Wang, co-founder of NaaS and NewLink, serves as Chief Executive Officer and Director[474](index=474&type=chunk) - Steven Sim was appointed Chief Financial Officer in August 2024, having previously served as CFO at Pintec Group and VP of Finance at Sohu[475](index=475&type=chunk) [Compensation](index=141&type=section&id=B.%20Compensation) Aggregate cash compensation for directors and executive officers was **RMB 4.5 million** in 2024, supplemented by a multi-amended share incentive plan - Aggregate cash compensation for directors and executive officers was **RMB 4.5 million** (**US$0.6 million**) for the year ended December 31, 2024[480](index=480&type=chunk) - The company utilizes the Fourth Amended and Restated New 2022 Share Incentive Plan, which permits awards of options, restricted shares, and other equity incentives[488](index=488&type=chunk)[489](index=489&type=chunk) - As of the report date, key executives hold a significant number of options, with Chairman Zhen Dai holding options for over **112 million** shares and CEO Yang Wang holding options for over **37 million** shares from grants made in March 2022[497](index=497&type=chunk) [Employees](index=148&type=section&id=D.%20Employees) As of December 31, 2024, NaaS had **225** full-time employees, primarily in Administration and Operating & Marketing, with standard employment agreements Full-Time Employees by Function (as of Dec 31, 2024) | Function | Number of Employees | Percentage | | :--- | :--- | :--- | | Business Development | 4 | 1% | | Administration | 106 | 47% | | Research and development | 37 | 17% | | Operating & Marketing | 78 | 35% | | **Total** | **225** | **100%** | [Share Ownership](index=148&type=section&id=E.%20Share%20Ownership) The company's multi-class share structure, with **7.47 billion** ordinary shares outstanding, grants Newlinks Technology Limited **41.58%** of total voting power - As of June 18, 2025, Newlinks Technology Limited was the principal shareholder, controlling **41.58%** of the total voting power[518](index=518&type=chunk)[219](index=219&type=chunk) - The company has a multi-class share structure: Class A (**1 vote/share**), Class B (**10 votes/share**), and Class C (**2 votes/share**)[218](index=218&type=chunk)[559](index=559&type=chunk) - Chairman Zhen Dai beneficially owns shares representing **19.39%** of the voting power, which could increase to **23.21%** upon full distribution of shares from NewLink[518](index=518&type=chunk)[520](index=520&type=chunk) [Major Shareholders and Related Party Transactions](index=151&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details major shareholders, primarily Newlinks Technology Limited, and significant related party transactions, including financial support and share-based compensation - NewLink, the controlling shareholder, provided significant financial support, including waiving **RMB 27.2 million** due from the company in 2022[531](index=531&type=chunk) - In 2024, NewLink paid **RMB 24.9 million** on behalf of NaaS for expenses including payroll (**RMB 7.3 million**), rent (**RMB 2.5 million**), and other expenses (**RMB 15.1 million**)[534](index=534&type=chunk) - The company engaged in energy solution service transactions with related parties amounting to **RMB 0.5 million** in 2024, a significant decrease from **RMB 75.2 million** in 2023[535](index=535&type=chunk) Short-term Employee Benefits to Directors & Executive Officers (RMB in millions) | Year | Amount | | :--- | :--- | | 2022 | 2.7 | | 2023 | 7.5 | | 2024 | 4.5 | [Financial Information](index=155&type=section&id=Item%208.%20Financial%20Information) This section confirms the appended financial statements, absence of material legal proceedings, and the company's policy of retaining earnings rather than paying dividends - The company is not currently a party to any material legal or administrative proceedings[538](index=538&type=chunk) - The company has no present plan to pay cash dividends and intends to retain future earnings for business operations and expansion[539](index=539&type=chunk) [Additional Information](index=157&type=section&id=Item%2010.%20Additional%20Information) This section details the company's multi-class share capital, Cayman Islands corporate governance, and tax implications, including potential PFIC status for U.S. holders - The company's ordinary shares are divided into Class A (**1 vote**), Class B (**10 votes**), and Class C (**2 votes**), with Class B and C shares being convertible to Class A, concentrating voting power[555](index=555&type=chunk)[559](index=559&type=chunk) - The articles of association contain anti-takeover provisions, such as authorizing the board to issue preferred shares without shareholder approval[576](index=576&type=chunk)[578](index=578&type=chunk) - **U.S. Tax Risk (PFIC):** There is a risk that the company could be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. Holders of its ADSs or shares[243](index=243&type=chunk)[610](index=610&type=chunk)[611](index=611&type=chunk) - **PRC Tax:** If deemed a PRC "resident enterprise," the company could be subject to a **25%** EIT on its global income, and dividends paid to non-PRC shareholders could be subject to PRC withholding tax[592](index=592&type=chunk)[593](index=593&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=178&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks including foreign exchange, credit, and interest rate fluctuations, with a **100-basis-point** rate change impacting pre-tax loss by **RMB 7.6 million** - The company's primary market risks are foreign exchange, credit, and interest rate risk[626](index=626&type=chunk)[629](index=629&type=chunk) - Interest rate risk stems from variable-rate bank borrowings of **RMB 683.0 million**. A **100-basis-point** rate change would affect pre-tax loss by **RMB 7.6 million**[631](index=631&type=chunk) - Foreign exchange risk is currently considered low as most transactions are in RMB, but PRC currency controls and exchange rate volatility remain a factor[626](index=626&type=chunk)[627](index=627&type=chunk) PART II [Controls and Procedures](index=182&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2024, with prior material weaknesses remediated - Management concluded that disclosure controls and procedures were effective as of December 31, 2024[645](index=645&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2024, based on the COSO 2013 framework[647](index=647&type=chunk) - Two material weaknesses identified as of December 31, 2022 were successfully remediated by December 31, 2023[648](index=648&type=chunk) [Corporate Governance and Other Disclosures](index=183&type=section&id=Item%2016.%20%5BVarious%20Topics%5D) This section covers corporate governance, including multiple auditor changes, adherence to Cayman Islands home country practices, and a board-overseen cybersecurity risk framework - The company has experienced multiple changes in its independent registered public accounting firm: dismissing Centurion for EY in Oct 2022, dismissing EY for Centurion in Apr 2024, and dismissing Centurion for Enrome LLP in Jun 2024[658](index=658&type=chunk)[664](index=664&type=chunk)[668](index=668&type=chunk) - As a foreign private issuer, the company follows home country (Cayman Islands) corporate governance practices, exempting it from certain Nasdaq rules, such as requiring a majority-independent board[671](index=671&type=chunk) - The company has established a cybersecurity risk management framework with board oversight and a dedicated cybersecurity disclosure committee to assess and manage threats[675](index=675&type=chunk)[678](index=678&type=chunk) Principal Accountant Fees (RMB in thousands) | Fee Type | 2023 | 2024 | | :--- | :--- | :--- | | Audit Fees | 16,460 | 5,547 | | Audit Related Fees | 2,518 | 730 | PART III [Financial Statements](index=191&type=section&id=Item%2018.%20Financial%20Statements) This section presents the audited consolidated financial statements, highlighting a material uncertainty regarding going concern and critical audit matters like revenue recognition and asset recoverability [Report of Independent Registered Public Accounting Firm](index=200&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes a material uncertainty regarding going concern due to negative cash flows and net losses, and identifies critical audit matters for revenue and asset recoverability - **Going Concern Uncertainty:** The auditor highlights a material uncertainty related to the company's ability to continue as a going concern due to negative operating cash flows (**RMB 179.1 million**), a net loss (**RMB 914.4 million**) in 2024, and a working capital deficit (**RMB 910.9 million**)[696](index=696&type=chunk) - **Critical Audit Matter 1 - Revenue Recognition:** The recognition of revenue from mobility connectivity services was identified as a critical audit matter due to its significance and dependence on the accuracy of IT systems[701](index=701&type=chunk) - **Critical Audit Matter 2 & 3 - Recoverability:** The recoverability of trade receivables (ECL allowance of **RMB 69.14 million**) and other financial assets were deemed critical audit matters due to the complex and subjective judgments involved in estimating expected credit losses and impairment[704](index=704&type=chunk)[709](index=709&type=chunk) [Consolidated Financial Statements](index=204&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets decreased to **RMB 650.6 million** in 2024, with a net loss of **RMB 914.4 million** and continued negative operating cash flow Consolidated Statement of Financial Position (RMB '000) | | Dec 31, 2023 | Dec 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | 1,465,099 | 650,644 | | Total Current Assets | 1,143,967 | 439,497 | | Total Non-current Assets | 321,132 | 211,147 | | **Total Liabilities** | 1,508,704 | 1,404,778 | | Total Current Liabilities | 817,030 | 1,350,413 | | Total Non-current Liabilities | 691,674 | 54,365 | | **Total Equity** | (43,605) | (754,134) | Consolidated Statement of Profit or Loss (RMB '000) | | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Total Revenues** | 92,814 | 233,363 | 200,976 | | **Gross Profit** | 6,167 | 63,189 | 88,542 | | **Operating Loss** | (2,460,484) | (1,055,207) | (807,028) | | **Net Loss for the Year** | (5,637,365) | (1,307,150) | (914,442) | | **Basic Loss Per Share (RMB)** | (2.92) | (0.58) | (0.35) | [Notes to the Consolidated Financial Statements](index=211&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, confirm going concern uncertainty, disclose discontinued operations, convertible bond terms, share-based payments, and related party transactions - **Going Concern (Note 1.5):** Management's plans to address the going concern uncertainty include seeking additional debt/equity financing, reducing costs by moving from low-margin projects, freezing non-essential hiring, and reducing marketing spend[744](index=744&type=chunk) - **Discontinued Operations (Note 5):** The Group disposed of its solar energy subsidiary, Sinopower, in August 2024 and has classified its energy storage solutions business as held for sale. These are reported as discontinued operations[915](index=915&type=chunk)[916](index=916&type=chunk) - **Share-Based Payments (Note 28):** The company operates multiple share incentive plans. In 2024, total share-based compensation expense was **RMB 160.4 million**. The fair value of options is determined using binomial and Monte-Carlo simulation models[994](index=994&type=chunk)[1001](index=1001&type=chunk) - **Related Party Transactions (Note 32):** In 2024, controlling shareholder Newlink paid **RMB 24.9 million** in expenses on behalf of the Group. Compensation for key management personnel totaled **RMB 27.5 million** in 2024, of which **RMB 23.0 million** was share-based compensation[1006](index=1006&type=chunk)[1010](index=1010&type=chunk)
Associated Capital Group(AC) - 2025 Q2 - Quarterly Results
2025-07-08 21:19
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2025 ASSOCIATED CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) Delaware 1-37387 47-3965991 (Commission File Number) (IRS Employer Identification No.) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) und ...
SMART Global Holdings(SGH) - 2025 Q3 - Quarterly Report
2025-07-08 21:17
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 May 30, 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 001-38102 PENGUIN SOLUTIONS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...
Penguin Solutions, Inc.(PENG) - 2025 Q3 - Quarterly Report
2025-07-08 21:17
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 May 30, 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 001-38102 PENGUIN SOLUTIONS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...
Kura Sushi USA(KRUS) - 2025 Q3 - Quarterly Report
2025-07-08 20:40
[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements for the period ended May 31, 2025, detailing asset growth to **$419.4 million**, a **17.3%** quarterly sales increase yielding **$0.6 million** net income, and significant financing inflows despite a **$4.2 million** nine-month net loss [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Balance Sheet Highlights (as of May 31, 2025) | Metric | May 31, 2025 (in thousands) | August 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $47,132 | $50,986 | | Total current assets | $72,026 | $61,335 | | Property and equipment – net | $164,909 | $138,589 | | Total assets | $419,373 | $328,522 | | **Liabilities & Equity** | | | | Total current liabilities | $38,548 | $34,499 | | Total liabilities | $192,369 | $165,984 | | Total stockholders' equity | $227,004 | $162,538 | - Total assets increased by **27.7%** to **$419.4 million**, primarily due to growth in property and equipment and the addition of **$45.9 million** in short-term and long-term investments[9](index=9&type=chunk) - Total stockholders' equity grew by **39.7%** to **$227.0 million**, mainly as a result of a follow-on public offering which increased additional paid-in capital[9](index=9&type=chunk)[14](index=14&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Statement of Operations Summary | Metric | Three Months Ended May 31, 2025 (in thousands) | Three Months Ended May 31, 2024 (in thousands) | Nine Months Ended May 31, 2025 (in thousands) | Nine Months Ended May 31, 2024 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Sales | $73,965 | $63,082 | $203,315 | $171,848 | | Operating Loss | $(162) | $(1,169) | $(6,225) | $(5,700) | | Net Income (Loss) | $565 | $(558) | $(4,177) | $(3,603) | | Diluted EPS | $0.05 | $(0.05) | $(0.35) | $(0.32) | - For the third quarter of fiscal 2025, sales grew **17.3%** year-over-year, and the company shifted from a net loss to a net income of **$565 thousand**[11](index=11&type=chunk) - For the nine months ended May 31, 2025, sales increased by **18.3%** year-over-year, but the net loss widened to **$4.2 million** from **$3.6 million** in the prior year period[11](index=11&type=chunk) [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Nine Months Ended May 31) | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,338 | $14,943 | | Net cash used in investing activities | $(84,183) | $(27,257) | | Net cash provided by financing activities | $64,991 | $2,022 | | **Decrease in cash and cash equivalents** | **$(3,854)** | **$(10,292)** | - Cash from financing activities surged to **$65.0 million** due to net proceeds of **$64.4 million** from a follow-on public offering[18](index=18&type=chunk)[21](index=21&type=chunk) - Cash used in investing activities increased significantly to **$84.2 million**, driven by **$70.2 million** in purchases of investments and **$36.7 million** for property and equipment[18](index=18&type=chunk) [Notes to Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) - In November 2024, the company completed a follow-on public offering, raising net proceeds of **$64.4 million** to be used for general corporate purposes, including capital expenditures[21](index=21&type=chunk) - The company pays its parent, Kura Japan, a royalty fee of **0.5%** of net sales. For the nine months ended May 31, 2025, total payments to Kura Japan for royalties, equipment, and other services amounted to **$5.2 million**[40](index=40&type=chunk)[41](index=41&type=chunk) - The company has settled several employee wage claims for a total of approximately **$7.2 million** since August 2024 and is currently facing a new putative class action lawsuit filed in December 2024[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - The revolving credit agreement with Kura Japan was extended in April 2025, pushing the availability period to April 10, 2028. As of May 31, 2025, the full **$45.0 million** credit line remains available with no outstanding balance[45](index=45&type=chunk)[46](index=46&type=chunk) [Management's Discussion and Analysis (MD&A)](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports an **18.3%** increase in nine-month sales to **$203.3 million** driven by new restaurants, despite a **1.7%** decline in comparable sales, with liquidity bolstered by a **$64.4 million** offering to support expansion [Overview and Business Trends](index=22&type=section&id=Overview%20and%20Business%20Trends) - The company expanded its footprint by opening **13** new restaurants in the first nine months of fiscal 2025, bringing the total to **76** restaurants across 20 states and Washington, D.C[64](index=64&type=chunk) - The company plans to open a total of **15** new restaurants in fiscal year 2025 and anticipates that revenue, operating costs, and G&A expenses will increase accordingly to support this growth[64](index=64&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Q3 FY2025 vs. Q3 FY2024 Performance | Metric | Q3 2025 (in millions) | Q3 2024 (in millions) | Change (in millions) | % Change | | :--- | :--- | :--- | :--- | :--- | | Sales | $74.0 | $63.1 | +$10.9 | +17.3% | | Operating Loss | $(0.2) | $(1.2) | +$1.0 | -86.1% | | Net Income (Loss) | $0.6 | $(0.6) | +$1.2 | +201.3% | Nine Months FY2025 vs. Nine Months FY2024 Performance | Metric | YTD 2025 (in millions) | YTD 2024 (in millions) | Change (in millions) | % Change | | :--- | :--- | :--- | :--- | :--- | | Sales | $203.3 | $171.8 | +$31.5 | +18.3% | | Operating Loss | $(6.2) | $(5.7) | -$0.5 | -9.2% | | Net Loss | $(4.2) | $(3.6) | -$0.6 | +15.9% | - For the nine months ended May 31, 2025, food and beverage costs as a percentage of sales decreased to **28.6%** from **29.5%** YoY, due to menu price increases and supply chain initiatives[77](index=77&type=chunk)[89](index=89&type=chunk) - Labor costs as a percentage of sales for the nine-month period increased to **33.6%** from **32.5%** YoY, primarily due to higher wage rates[77](index=77&type=chunk)[90](index=90&type=chunk) [Key Performance Indicators (KPIs)](index=29&type=section&id=Key%20Performance%20Indicators) Non-GAAP Performance Metrics (Nine Months Ended May 31) | Metric | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | Adjusted EBITDA | $11.7 | $9.1 | | Adjusted EBITDA Margin | 5.7% | 5.3% | | Restaurant-level Operating Profit | $36.4 | $33.9 | | Restaurant-level Operating Profit Margin | 17.9% | 19.7% | Comparable Restaurant Sales Performance | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended May 31 | (2.1)% | 0.6% | | Nine Months Ended May 31 | (1.7)% | 2.4% | - For the nine months ended May 31, 2025, the comparable restaurant sales decrease of **1.7%** was composed of a **4.2%** decline in traffic offset by a **2.5%** positive price/mix[88](index=88&type=chunk) - The company opened **12** restaurants in the first nine months of fiscal 2025, compared to **13** in the same period of fiscal 2024, ending the period with **76** total restaurants[114](index=114&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) - The company believes its cash on hand, cash from operations, and investments are sufficient to fund needs for at least the next 12 months[116](index=116&type=chunk) - In November 2024, a public offering of common stock generated net proceeds of **$64.4 million**, strengthening the company's capital resources[119](index=119&type=chunk) - As of May 31, 2025, the company had no outstanding balance on its **$45.0 million** revolving credit line with Kura Japan, which was recently extended to 2028[116](index=116&type=chunk)[118](index=118&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes to its market risk exposure, including commodity price fluctuations and interest rate changes, since its last Annual Report on Form 10-K - No material changes to market risk were reported for the nine months ended May 31, 2025[132](index=132&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of May 31, 2025, with no material changes to internal control over financial reporting identified during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[134](index=134&type=chunk) - No changes occurred in the company's internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[135](index=135&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company refers to Note 8 for legal matters, detailing **$7.2 million** in employee wage claim settlements and an ongoing putative class action lawsuit with an unestimable potential loss - Details on legal proceedings are incorporated by reference from Note 8 of the financial statements[137](index=137&type=chunk) - The company has settled multiple employee claims related to wage laws for approximately **$7.2 million** and is defending a new putative class action complaint in California[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The company highlights no material changes to overall risk factors but emphasizes vulnerability to food and supply costs, particularly due to sole reliance on Kura Japan for proprietary rice vinegar and potential supply chain disruptions - The company's profitability is vulnerable to changes in food and supply costs and the availability of key products[139](index=139&type=chunk) - A specific dependency risk is noted, as Kura Japan is the sole supplier of the company's proprietary rice vinegar[139](index=139&type=chunk) - Supply chain disruptions could force menu changes, cause shortages, and lead to significant reductions in sales[140](index=140&type=chunk) [Other Items (Items 2, 3, 4, 5)](index=38&type=section&id=Other%20Items) This section reports no unregistered equity sales or senior security defaults, and discloses that the CEO and CDO adopted Rule 10b5-1 trading plans for potential stock sales beginning January 2026 - No unregistered sales of equity securities or defaults on senior securities were reported during the period[141](index=141&type=chunk)[142](index=142&type=chunk) - In May 2025, CEO Hajime Uba and CDO Robert Kluger adopted Rule 10b5-1 trading plans for potential future sales of company stock, scheduled to commence no earlier than January 16, 2026[144](index=144&type=chunk)[146](index=146&type=chunk)