IPO and Fundraising - The company completed its Initial Public Offering on November 8, 2021, selling 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $172,500,000[23]. - An additional 2,250,000 Units were sold due to the underwriters' full over-allotment exercise, bringing total gross proceeds to $175,950,000, which was placed in a Trust Account[23][25]. - The company has placed $175,950,000 in its Trust Account from the Initial Public Offering, with a pro rata redemption price expected to be approximately $11.79 per Public Share as of December 31, 2024[131]. - The company has access to $769,000 from funds outside the Trust Account to cover potential claims, with estimated liquidation costs around $100,000[108]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[149]. Business Combination and Extensions - On May 8, 2023, shareholders approved the 2023 Extension, allowing the company to extend the deadline for its initial Business Combination to May 8, 2024, with 12,626,668 Class A Ordinary Shares redeemed for approximately $132.6 million[30]. - The company entered into a Business Combination Agreement with Scage Future on August 21, 2023, with an Aggregate Merger Consideration Amount of $800,000,000 to be paid entirely in newly issued ordinary shares of Pubco[39][40]. - The deadline for the Reorganization has been extended from September 30, 2023, to July 20, 2024[63]. - The Outside Date for the Business Combination has been extended from March 31, 2025, to July 31, 2025[65]. - The company has until November 8, 2025, to complete a Business Combination, following the approval of the Fourth Extension Amendment[203]. Shareholder Actions and Redemptions - The company held an extraordinary general meeting on May 2, 2024, where shareholders redeemed 2,374,826 Class A ordinary shares for approximately $26.9 million[32]. - On November 6, 2024, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million during the November 2024 EGM[33]. - Shareholders holding 856,543 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account[80]. - The May 2024 EGM resulted in the redemption of 2,374,826 Class A ordinary shares at approximately $11.33 per share, totaling about $26,907,976[172]. - The May 2025 EGM resulted in the redemption of 742,834 Class A ordinary shares at approximately $12.18 per share, totaling about $9.0 million[174]. Financial Performance and Reporting - As of December 31, 2024, the company reported a net loss of $215,486, primarily due to $1,622,093 in formation, general, and administrative expenses, offset by $1,406,607 in interest earned[188]. - The company had cash outside the Trust Account of $769 available for working capital needs as of December 31, 2024, with all remaining cash held in the Trust Account[190]. - For the year ended December 31, 2024, the company utilized $41,518,959 in financing activities, primarily due to $43,065,870 in redemption payments[192]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[121]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2024, which could adversely affect investor confidence and operational results[132]. Regulatory and Compliance Matters - The Business Combination requires approval from both the shareholders of the Company and Scage[54]. - The Company must have consolidated net tangible assets of at least $5,000,001 at the time of Closing[55]. - The Business Combination is subject to various closing conditions, including applicable exchange listing approvals[80]. - Nasdaq notified the Company of non-compliance with listing rules, leading to a delisting notice on November 8, 2024, with trading suspended on November 12, 2024[179]. - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million[126]. Operational Status and Future Plans - The company is not currently engaged in any substantive commercial business following its Initial Public Offering[84]. - The company has not commenced any operations and will not generate operating revenues until after the completion of an initial Business Combination[187]. - The company plans to conduct extensive due diligence on prospective target businesses, including meetings with management and facility inspections[89]. - The company has not encountered any material cybersecurity incidents since its Initial Public Offering, although it remains vulnerable to such risks[141]. - The company has the flexibility to use cash, debt, or equity securities for the initial Business Combination[93]. Risks and Challenges - The company faces intense competition from established entities and other blank check companies for acquisition opportunities, which may limit its financial resources[116]. - Certain executive officers and directors may have fiduciary duties to other entities, potentially limiting the company's acquisition opportunities[117]. - The company may face challenges in completing its initial Business Combination due to potential conflicts of interest and the need for additional financing[129]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[130]. - Changes in international trade policies and tariffs could adversely affect the company's search for an initial Business Combination target[134].

Financial Performance - Fourth quarter net sales decreased 7% to $894 million, with a 3% decline on an organic basis[3] - Full year reported net sales decreased 5% to $4.0 billion, but increased 1% on an organic basis[3] - Operating income for the fourth quarter decreased 45% to $205 million, and diluted earnings per share decreased 45% to $0.31[3] - Gross profit declined 7% (-2% organic), with gross margin contracting 150 basis points to 58.9% due to higher input costs and unfavorable fixed cost absorption[8] - Net sales for the Tequila portfolio declined 14% (-12% organic), impacted by macroeconomic conditions in Mexico and competition in the U.S.[8] - Net sales decreased by 5% from $4,178 million in 2024 to $3,975 million in 2025[24] - Gross profit declined by 7% from $2,526 million in 2024 to $2,343 million in 2025[24] - Operating income fell by 22% from $1,414 million in 2024 to $1,107 million in 2025[24] - Net income decreased by 15% from $1,024 million in 2024 to $869 million in 2025[24] - Basic earnings per share dropped by 14% from $2.15 in 2024 to $1.84 in 2025[24] - Cash provided by operating activities decreased from $647 million in 2024 to $598 million in 2025[28] - Total assets slightly decreased from $8,166 million in 2024 to $8,086 million in 2025[26] - Total liabilities decreased from $4,649 million in 2024 to $4,093 million in 2025[26] - The effective tax rate increased from 21.2% in 2024 to 19.6% in 2025[24] - Cash dividends paid per common share increased from $0.8466 in 2024 to $0.8886 in 2025[24] - Total portfolio net sales decreased by 5% compared to the prior year, with organic growth at 1%[33] Restructuring and Cost Management - A restructuring initiative resulted in $63 million in charges, with expected annualized savings of $70 to $80 million[11] - The operating margin decreased by 600 basis points to 27.9% for the full year, primarily due to the absence of gains from divested brands[14] - The company approved a restructuring initiative to reduce its structural cost base, including a 12% workforce reduction and the closure of the Louisville-based Brown-Forman Cooperage, resulting in a $63 million impact on cost of sales and operating income for Q3 and Q4 of fiscal 2025[48] - The restructuring and other charges included $60 million in costs and $3 million in inventory charges related to restructuring, impacting overall financial performance[50] Market Trends and Sales Performance - Whiskey category depletions declined by 3%, while shipments increased by 1%[31] - Jack Daniel's Family reported a 4% decrease in depletions and no change in shipments[31] - Ready-to-Drink segment saw a 3% increase in depletions and a 4% increase in shipments[31] - Tequila category experienced an 11% decline in both depletions and shipments[31] - United States net sales decreased by 7%, with organic growth at -2%[33] - Emerging markets showed a 2% decline in net sales but a 9% organic growth[33] - Operating income increased by 7% year-over-year[36] - Non-branded and bulk sales increased by 18% compared to the prior year[34] Revenue Recognition and Inventory Management - The company recognizes revenue upon shipment, with "depletions" measuring consumer demand more accurately than shipments to distributors[56] - A positive estimated net change in distributor inventories suggests potential decreases in organic trends as distributors reduce inventories, while a negative change indicates potential increases as they rebuild inventories[56] - Estimated fluctuations in distributor inventories are provided to understand performance trends, particularly in the U.S. market, which operates under a regulated three-tier system[49] Strategic Decisions and Market Relationships - The company divested Sonoma-Cutrer and Finlandia Vodka, leading to adjustments in product category aggregations starting in fiscal 2025[53] - The company announced the end of its sales, marketing, and distribution relationship with Korbel California Cellars effective June 30, 2025, impacting future market strategies[56] - The company aggregates markets by economic development stages and brands by beverage alcohol categories to explain operational results and highlight trends[51] - Top developed international markets include Germany, Australia, the UK, France, and Canada, while top emerging markets are Mexico, Poland, Brazil, and Türkiye, reflecting net sales of branded products[54] Miscellaneous - The company recognized a $13 million franchise tax refund, impacting overall financial performance positively[47] - The company uses non-GAAP measures like "organic change" to assess performance, excluding foreign exchange impacts, which can distort trends; this approach aids in consistent period comparisons and management incentive calculations[48] - Capital expenditures are planned to be in the range of $125 to $135 million for fiscal 2026[15] - The company anticipates organic net sales and operating income to decline in the low-single digit range for fiscal 2026[15]

Financial Performance - Fourth quarter net sales decreased 7% to $894 million, with a 3% decline on an organic basis[3] - Full year reported net sales decreased 5% to $4.0 billion, but increased 1% on an organic basis[3] - Operating income for the fourth quarter decreased 45% to $205 million, while diluted earnings per share fell 45% to $0.31[3] - Gross profit declined 7% (-2% organic), with gross margin contracting 150 basis points to 58.9% due to higher input costs and unfavorable fixed cost absorption[8] - Net sales for the Tequila portfolio declined 14% (-12% organic), impacted by macroeconomic conditions in Mexico and competition in the U.S.[8] - Net sales decreased by 7% from $964 million in 2024 to $894 million in 2025[22] - Gross profit declined by 10% from $569 million in 2024 to $513 million in 2025[22] - Operating income fell by 45% from $375 million in 2024 to $205 million in 2025[22] - Net income decreased by 45% from $266 million in 2024 to $146 million in 2025[22] - Basic earnings per share dropped by 45% from $0.56 in 2024 to $0.31 in 2025[22] - Total portfolio net sales decreased by 5% compared to the prior year, with organic growth at 1%[33] - United States net sales decreased by 7%, with organic growth at -2%[33] - Emerging markets reported a 2% decline in net sales but a 9% organic growth[33] Restructuring and Cost Management - A restructuring initiative resulted in $63 million in charges, expected to deliver $70 to $80 million in annualized savings[11] - The company approved a restructuring initiative to reduce its structural cost base, including a 12% workforce reduction and the closure of the Louisville-based Brown-Forman Cooperage, resulting in a $63 million impact on cost of sales and operating income for Q3 and Q4 of fiscal 2025[48] - The restructuring and other charges included $60 million in costs and $3 million in inventory charges related to restructuring[50] Future Outlook - The company anticipates organic net sales and operating income to decline in the low-single digit range for fiscal 2026[15] - The company expects continued headwinds in fiscal 2026 due to macroeconomic and geopolitical volatility[4] - Capital expenditures are planned to be in the range of $125 to $135 million for fiscal 2026[15] Market Trends and Performance Metrics - Whiskey category depletions declined by 3%, while shipments increased by 1%[31] - Jack Daniel's Family reported a 4% decrease in depletions and no change in shipments[31] - Ready-to-Drink segment saw a 3% increase in depletions and a 4% increase in shipments[31] - Tequila category experienced an 11% decline in both depletions and shipments[31] - Non-branded and bulk sales increased by 18% compared to the prior year[34] - The company recognized a $13 million franchise tax refund, impacting overall financial performance positively[47] Revenue Recognition and Inventory Management - The company recognizes revenue upon shipment, with "depletions" reflecting consumer demand more accurately than shipments to distributors[56] - Changes in distributor inventories are calculated to provide insights into organic trends, with positive differences indicating potential decreases in organic trends as distributors reduce inventories[56] - Estimated fluctuations in distributor inventories are provided to understand performance trends, particularly in the U.S. market, which operates under a regulated three-tier system[49] Brand and Market Strategy - The company aggregates markets and brands according to economic development stages and beverage alcohol categories to explain operational results and highlight trends[51] - Top developed international markets include Germany, Australia, the UK, France, and Canada, while top emerging markets include Mexico, Poland, Brazil, and Türkiye[54] - The company has divested brands such as Sonoma-Cutrer and Finlandia Vodka, impacting the aggregation of product categories[53] - The company announced the end of its sales, marketing, and distribution relationship with Korbel California Cellars effective June 30, 2025[56]

Revenue Performance - Revenue for the first quarter of fiscal 2026 grew 14.4% year-over-year to $37.7 million, with Aerospace segment growth at 16.8% and Product Identification segment growth at 13.4%[4] - AstroNova reported a revenue of $37,708,000 for the three months ended April 30, 2025, representing a 14.4% increase from $32,961,000 in the same period last year[30] - Total revenue for FY2025 was $151,283,000, with Q1 FY26 revenue at $37,708,000, representing a 14.3% increase from Q1 FY25[41] Segment Performance - Product Identification segment revenue was $26.3 million, a 13.4% increase driven by the acquisition contribution and increased demand for legacy printers[10] - Aerospace segment revenue increased 16.8% to $11.4 million, driven by higher shipments of ToughWriter® products[13] - The Product Identification segment generated revenue of $26,289,000, while the Aerospace segment contributed $11,419,000, showing growth in both segments[37] Profitability Metrics - Operating income was $0.6 million, down 57.6% from $1.3 million in the prior year, while Non-GAAP operating income increased 13.5% to $1.5 million[4] - Adjusted EBITDA for the first quarter was $3.1 million, reflecting a 27.6% increase compared to the prior year[9] - The gross profit for the same period was $12,652,000, with a gross profit margin of 33.6%, down from 36.3% year-over-year[30] - The company reported a total operating margin of 1.5%, down from 4.1% year-over-year[30] Financial Position - Cash at the end of the first quarter was $5.4 million, with a $3.7 million debt paydown during the quarter[15] - Total current assets increased to $81,181,000 from $78,017,000, with cash and cash equivalents rising to $5,353,000[32] - Total liabilities rose to $73,773,000, up from $69,845,000, indicating an increase in financial obligations[32] Future Outlook - The company expects fiscal 2026 revenue to be in the range of $160 million to $165 million, representing a 7% increase at the midpoint compared to fiscal 2025[18] - The adjusted EBITDA margin is projected to expand to 8.5% to 9.5% for fiscal 2026, an 80-basis point increase from the prior year[18] - Future outlook includes potential risks related to organizational improvements and market expansion, as highlighted in the forward-looking statements[27] Operational Changes - The company executed $1.9 million of its $3 million annualized cost reduction plan in the first quarter and expects to complete the plan in the second quarter[4] - The company plans to launch seven significant new products in fiscal 2026, with three already completed[22] Loss and Expenses - Net loss for the quarter was $376,000, compared to a net income of $1,181,000 in the previous year, marking a 131.9% decrease[30] - Operating expenses for Q1 FY26 were $12,081,000, an increase from $10,626,000 in Q1 FY25[47] Bookings and Backlog - Bookings for Q1 FY26 were $34,893,000, down from $38,576,000 in Q4 FY25, indicating a book-to-bill ratio of 93%[45] - The backlog at the end of Q1 FY26 was $25,491,000, down from $28,307,000 at the end of FY2025[45]

Revenue Performance - Ciena reported revenue of $1.13 billion for fiscal Q2 2025, a 23.6% increase from $910.8 million in fiscal Q2 2024[2][6]. - Total revenue for the quarter ended May 3, 2025, was $1,125,878,000, representing a 23.5% increase from $910,826,000 in the same quarter of 2024[15]. - Americas region generated $833.8 million in revenue, representing 74.1% of total revenue, up from $662.9 million in the prior year[7]. - Two customers accounted for 23.9% of total revenue in fiscal Q2 2025[10]. Profitability - GAAP net income for fiscal Q2 2025 was $9.0 million, or $0.06 per diluted share, compared to a net loss of $(16.8) million, or $(0.12) per diluted share, in the same quarter last year[3][4]. - Adjusted (non-GAAP) net income for fiscal Q2 2025 was $60.7 million, or $0.42 per diluted share, up from $39.4 million, or $0.27 per diluted share, in fiscal Q2 2024[3][4]. - Net income for the quarter was $8,969,000, compared to a net loss of $16,849,000 in the same quarter of the previous year, marking a significant turnaround[15]. - GAAP diluted net income per potential common share for Q2 2025 was $0.06, compared to a loss of $0.12 in Q2 2024[21]. Expenses and Margins - The gross margin decreased to 40.2% in fiscal Q2 2025 from 42.7% in fiscal Q2 2024[6]. - Operating expenses increased by 7.0% to $420.0 million in fiscal Q2 2025, compared to $392.6 million in the prior year[6]. - Research and development expenses for the quarter were $214,868,000, an increase of 10% from $195,380,000 in the prior year[15]. - Share-based compensation expense increased to $48,024 in Q2 2025 from $40,211 in Q2 2024[23]. Cash Flow and Investments - Cash and investments totaled $1.35 billion, with cash flow from operations amounting to $156.9 million[10]. - Cash and cash equivalents at the end of the period were $949,771,000, slightly up from $934,863,000 at the end of the previous reporting period[17]. - The company reported a net cash provided by operating activities of $260,669,000 for the six months ended May 3, 2025, down from $324,549,000 in the same period of 2024[19]. Balance Sheet - Total assets increased to $5,659,366,000 from $5,641,337,000, reflecting a growth of 0.3%[17]. - Total liabilities increased to $2,882,987,000 from $2,825,199,000, representing a rise of 2%[17]. - Average days' sales outstanding (DSOs) were 87, with accounts receivable net balance at $929.8 million[10]. Stock Repurchase - Ciena repurchased approximately 1.2 million shares of common stock for an aggregate price of $84.3 million during the quarter[4]. - The company repurchased $168,197,000 of common stock under its repurchase program during the six months ended May 3, 2025[19]. Adjusted Metrics - Adjusted EBITDA for Q2 2025 reached $116,683, compared to $85,819 in Q2 2024, reflecting a 36.0% growth[23]. - Adjusted (non-GAAP) gross profit for Q2 2025 was $461,083, with a gross profit percentage of 41.0%, down from 43.5% in Q2 2024[21]. - Adjusted (non-GAAP) income from operations was $91,591 for Q2 2025, up from $62,611 in Q2 2024, indicating a 46.3% increase[21].

Financial Performance - Net sales for the first quarter of 2025 decreased by $247 million, or 5.1%, compared to the first quarter of 2024, primarily due to the closure of 64 non-go-forward locations[85]. - Macy's, Inc. comparable sales declined 2.0% on an owned basis and 1.2% on an owned-plus-licensed-plus-marketplace basis in the first quarter of 2025[82]. - Bloomingdale's comparable sales increased 3.0% on an owned basis and 3.8% on an owned-plus-licensed-plus-marketplace basis in the first quarter of 2025[84]. - The Company reported net sales of $171 million and an operating loss of $361 million for the 13 weeks ended May 3, 2025[110]. - Comparable sales decreased by 2.0% on an owned basis and 1.2% on an owned-plus-licensed-plus-marketplace basis for the 13 weeks ended May 3, 2025[115]. - Adjusted EBITDA for the 13 weeks ended May 3, 2025, was $324 million, compared to $364 million for the same period in 2024[117]. - The Company reported a net loss of $48 million for the 13 weeks ended May 3, 2025[110]. Expenses and Margins - Gross margin for the first quarter of 2025 was $1,804 million, maintaining a gross margin rate of 39.2%[87]. - Selling, general and administrative expenses increased by $2 million, or 0.1%, in the first quarter of 2025 compared to the first quarter of 2024[87]. - The company incurred impairment, restructuring, and other costs amounting to $7 million, which impacted earnings by $0.03 per share[120]. - Losses on early retirement of debt were recorded at $3 million, with no impact on earnings per share for the previous year[120]. - The income tax impact of certain items was a reduction of $2 million, affecting earnings by $0.01 per share[120]. Cash and Investments - The Company ended the first quarter of 2025 with a cash and cash equivalents balance of $932 million, an increase of $56 million from $876 million at the end of the first quarter of 2024[95]. - The Company’s investments in subsidiaries amounted to $9,914 million as of May 3, 2025[108]. Shareholder Returns and Debt Management - The Company paid dividends totaling $51 million in 2025, compared to $48 million in 2024[99]. - The Board of Directors authorized a new $2,000 million share repurchase program, with $1,274 million remaining available as of May 3, 2025[100]. - Macy's amended its asset-based credit facility, reducing it from $3,000 million to $2,100 million and extending the maturity date to April 2030, providing access to committed liquidity for the next five years[101]. - The total aggregate principal amount of senior unsecured notes outstanding was $2,785 million as of May 3, 2025[107]. - The Company had no outstanding borrowings under the ABL Credit Facility as of May 3, 2025[105]. Tax and Effective Rate - The effective tax rate for the first quarter of 2025 was 44.1%, compared to 36.7% for the first quarter of 2024[91]. - For the 13 weeks ended May 3, 2025, the net income per share was $0.13, down from $0.22 for the same period in 2024, representing a decrease of 40.91%[120]. - The adjusted net income per share, excluding certain items, was $0.16 for the current period, compared to $0.27 in the prior year, reflecting a decline of 40.74%[120]. Market Risk - There have been no material changes to the company's market risk as described in the 2024 10-K filing[121].

Financial Performance - Net revenue for the first quarter was $261.2 million, a decrease of $24.3 million or 8.5% year-over-year[3] - U.S. Digital Segment Net revenue was $227.7 million, a decrease of $1.0 million or 0.4% from the previous year[3] - Europe eCommerce Net revenue decreased by $7.1 million or 28.4% to $17.9 million, with a focus on relaunching as a premium brand[6] - Licensing revenue decreased by $16.2 million or 50.9% to $15.6 million, but licensing revenue from existing partners grew over 60%[6] - Net revenue for the 13 weeks ended May 2, 2025, was $261.2 million, a decrease of 8.5% compared to $285.5 million for the same period in 2024[20] Profitability Metrics - Gross profit decreased by $6.3 million or 4.5% to $132.7 million, while gross margin improved by approximately 210 basis points to 50.8%[6] - Gross profit for the same period was $132.7 million, down from $139.0 million, resulting in a gross margin of 50.7%[20] - Adjusted EBITDA for the first quarter was $9.5 million, down from $11.6 million in the same quarter last year[6] - Adjusted EBITDA for the 13 weeks ended May 2, 2025, was $9.5 million, representing 3.6% of net revenue, compared to $11.6 million or 4.1% in the prior year[30] Net Loss and Adjusted Loss - Net loss was $8.3 million, or $0.27 loss per diluted share, compared to a net loss of $6.4 million or $0.20 loss per diluted share in the prior year[6] - The company reported a net loss of $8.3 million for the 13 weeks ended May 2, 2025, compared to a net loss of $6.4 million in the prior year[20] - Adjusted net loss for the same period was $5.4 million, with an adjusted diluted loss per share of $0.18[27] - Net loss for the 13 weeks ended May 2, 2025, was $8,262,000, compared to a net loss of $6,442,000 for the same period in 2024, representing an increase in loss of approximately 28.3%[34] Cash Flow and Assets - Net cash used in operating activities was $22,463,000, a decrease from $25,815,000 in the prior year, indicating improved cash flow management[34] - Cash provided by financing activities totaled $32,420,000, slightly down from $34,959,000 in the previous year, reflecting ongoing financing efforts[34] - The company reported a net increase in cash, cash equivalents, and restricted cash of $1,505,000, compared to an increase of $2,549,000 in the prior year[34] - Total current assets decreased to $365.1 million from $405.0 million year-over-year[18] - Total liabilities decreased to $530.4 million from $565.5 million year-over-year[18] Strategic Initiatives - A strategic alternatives process is ongoing to explore options including a sale or merger to maximize shareholder value[8] - The company plans to focus on corporate restructuring, which incurred costs of $3.3 million in the latest quarter[28] - The company expects full-year net revenue to be between $1.33 billion and $1.45 billion, with adjusted EBITDA projected in the range of $95.0 million to $107.0 million[11] - The company provided fiscal 2025 guidance for adjusted EBITDA of $95 million, down from $107 million in the previous guidance[32] Inventory and Receivables - Accounts receivable increased significantly to $12,283,000 from $553,000, indicating a potential rise in sales or credit terms[34] - Inventories decreased to $4,114,000 from $12,762,000, suggesting improved inventory turnover or reduced production[34] Financing and Liabilities - Proceeds from borrowings under the ABL Facility were $60,000,000, up from $49,000,000, indicating increased reliance on financing[34] - Interest paid decreased to $8,670,000 from $10,983,000, reflecting lower borrowing costs or reduced debt levels[34] - The company had an unpaid liability to acquire property and equipment of $1,691,000, up from $1,480,000, indicating ongoing capital expenditure commitments[34] - Operating lease right-of-use assets obtained in exchange for lease liabilities amounted to $95,000, showing continued investment in operational infrastructure[34]

Financial Performance - Net sales increased by 8% to $61,965 million in the third quarter of 2025, driven by a 6% increase in comparable sales and sales from 29 new warehouses opened since the end of the third quarter of 2024[77]. - Membership fee revenue rose by 10% to $1,240 million, primarily due to new member sign-ups and membership fee increases[77]. - Gross margin percentage increased by 41 basis points, with a 29 basis point increase excluding the impact of gasoline price deflation on net sales[77]. - Net income increased to $1,903 million, or $4.28 per diluted share, compared to $1,681 million, or $3.78 per diluted share in 2024[77]. - Comparable sales increased by 6% in both the third quarter and the first thirty-six weeks of 2025, supported by a 5% increase in shopping frequency[83]. - E-commerce sales grew by 15% in the third quarter of 2025, reflecting strong online performance[78]. - Lower gasoline prices negatively impacted net sales by $642 million during the third quarter of 2025, with an average price per gallon decreasing by 9%[80]. - Changes in foreign currencies negatively impacted net sales by approximately $699 million during the third quarter of 2025[81]. Expenses and Margins - SG&A expenses as a percentage of net sales increased by 20 basis points, with an 11 basis point increase excluding the impact of gasoline price deflation[77]. - SG&A expenses for Q3 2025 were $5,679 million, representing 9.16% of net sales, an increase of 20 basis points year-over-year[93]. - Interest expense decreased to $35 million in Q3 2025 from $41 million in Q3 2024, primarily due to the repayment of Senior Notes[96]. - Gross margin for Q3 2025 was $6,969 million, with a gross margin percentage of 11.25%, an increase of 41 basis points from the previous year[86]. Cash Flow and Capital Expenditures - Net cash provided by operating activities was $9,468 million for the first thirty-six weeks of 2025, compared to $8,381 million for the same period in 2024[100]. - Capital expenditures in the first thirty-six weeks of 2025 totaled $3,532 million, with plans to exceed $5,000 million for the fiscal year[106]. - The company repurchased 658,000 shares of common stock in the first thirty-six weeks of 2025 at an average price of $946.64 per share, totaling approximately $623 million[109]. Dividends and Tax - A quarterly cash dividend of $1.30 per share was declared, representing a 12% increase[77]. - A quarterly cash dividend of $1.30 per share was declared on April 16, 2025, and paid on May 16, 2025[108]. - The effective tax rate for the first thirty-six weeks of 2025 was 26.2%, influenced by discrete tax benefits of $100 million related to stock compensation[98]. Future Plans and Commitments - The company plans to open ten additional new warehouses in the remainder of fiscal 2025, following the opening of 17 new warehouses in the first thirty-six weeks[106]. - As of May 11, 2025, the company has a borrowing capacity of $1,176 million under bank credit facilities, with $681 million attributed to international operations[110]. - Outstanding commitments under letter of credit facilities totaled $205 million at the end of Q3 2025, primarily consisting of standby letters of credit[111]. - The company intends to renew most of its bank credit facilities, which have various expiration dates, mostly within one year[111]. Accounting and Risk Management - There have been no material changes to critical accounting estimates since the last Annual Report for the fiscal year ended September 1, 2024[112]. - The company has direct exposure to financial market risks from fluctuations in foreign-currency exchange rates and interest rates, with no material changes reported[114].

Acquisition and Financing - The Company entered into a Share Purchase and Transfer Agreement to acquire Cataneo GmbH for a total purchase price of $19.5 million, consisting of $9.0 million in cash and 4,200,000 shares of Common Stock valued at $2.50 per share[133]. - The transaction is expected to close in the first half of 2025, subject to various closing conditions including the making of a Cash Election and obtaining necessary approvals[135]. - The Company plans to finance the acquisition through third-party financing, which may include debt or equity[136]. - As of May 30, 2025, the Company has paid an aggregate of $550,000 towards the Cash Consideration for the acquisition[138]. - The cash purchase price for the acquisition of Cataneo is $9.0 million, with potential additional cash payments for equity consideration[194]. Financial Performance - For the three months ended March 31, 2025, revenues were $10,000, a decrease of $39,790 compared to $49,790 for the same period in 2024[163]. - General and administrative expenses for the three months ended March 31, 2025 were approximately $3.2 million, a decrease of approximately $3.3 million compared to the same period in 2024[165]. - Research and development expenses for the three months ended March 31, 2025 were approximately $11,000, a decrease of approximately $0.2 million compared to the same period in 2024[167]. - The net loss for Q1 2025 was approximately $3.6 million, compared to a net loss of approximately $6.9 million in Q1 2024[196][197]. - Cash used in operating activities for Q1 2025 was approximately $2.6 million, a decrease from $4.5 million in Q1 2024[196][197]. - Cash provided by financing activities in Q1 2025 was approximately $2.8 million, down from $6.3 million in Q1 2024[199][200]. - The company reported a net cash increase of approximately $87,000 in Q1 2025, compared to $1.6 million in Q1 2024[195]. Debt and Default - The Company issued a non-convertible unsecured promissory note for approximately $1.7 million, which is currently in default with an outstanding balance of $416,667[141]. - The Company issued a convertible promissory note for $1.9 million, with an outstanding balance of $760,000 as of March 31, 2025, and is currently in default[142]. - The company is in default on the Cohen Convertible Note with an unpaid balance of $0.8 million as of March 31, 2025[171]. - The Yorkville Promissory Note, issued on November 11, 2024, has an outstanding balance of $0.4 million as of March 31, 2025, and is in default[180]. Capital Raising and Securities - The company has filed multiple resale registration statements that became stale as of March 31, 2025, affecting the registration of certain securities[140]. - The company intends to raise additional capital through equity or debt investments to fund future operations and product development[170]. - As of March 31, 2025, the company issued a total of 330,000 shares of Common Stock for gross proceeds of $750,000 under the May SPA[173]. - The company entered into a July SPA on July 1, 2024, for the issuance of 120,000 shares of Common Stock and 240,000 warrants for an aggregate purchase price of $0.3 million[174]. - On August 26, 2024, the company agreed to issue 1,185,000 shares of Common Stock at a price of $5.00 per share, resulting in a total transaction value of $5.925 million[175]. - The company issued an aggregate of 100,000 shares of Common Stock and 960,000 August Warrants for a total payment of $0.5 million on August 30, 2024[176]. - The company has a Standby Equity Purchase Agreement allowing it to sell up to $50.0 million of Common Stock to Yorkville during a 36-month period[178]. Research and Development - The company entered into a research and development sponsorship agreement with Korea University for total consideration of approximately $0.4 million[192]. - The company is focused on developing AI assistants that enhance customer experiences and operational efficiency in the automotive and healthcare markets[131]. - The company plans to launch its Automotive AI Agent, which integrates with major automotive data and service platforms, supporting over 13,000 dealerships nationwide[151]. Intellectual Property - The Company has significant intellectual property in the form of a patent portfolio targeting industries such as automotive, healthcare, and financial services[132]. Other Financial Information - The change in fair value of warrant liabilities for the three months ended March 31, 2025 was approximately $0.6 million, reflecting a non-cash charge[168]. - The company expects to incur substantial additional expenses related to public company requirements, including compliance and reporting obligations[154]. - The net cash inflow from changes in operating assets and liabilities in Q1 2025 was approximately $0.2 million, driven by a $0.9 million increase in accounts payable[196]. - Non-cash charges in Q1 2025 included approximately $0.8 million, consisting of depreciation, equity-based compensation, and non-cash interest expense[196]. - Cash used in investing activities was approximately $0.1 million in Q1 2025, consistent with $0.2 million in Q1 2024, primarily for capitalized internal-use software costs[198]. - There were no material changes to critical accounting policies from the previous year[202]. - The company has no off-balance sheet financing arrangements as of March 31, 2025[204]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay adopting new accounting standards[205].

Acquisition and Financing - The Company entered into a Share Purchase and Transfer Agreement to acquire Cataneo GmbH for an aggregate purchase price of $19.5 million, consisting of $9.0 million in cash and 4,200,000 shares of Common Stock valued at $2.50 per share[133]. - The transaction is expected to close in the first half of 2025, subject to various conditions including the making of a Cash Election and obtaining third-party approvals[135]. - The Company plans to finance the acquisition through third-party financing, which may include debt or equity[136]. - The cash purchase price for the acquisition of Cataneo is $9.0 million, with potential additional cash payments for equity consideration[194]. Financial Performance - For the three months ended March 31, 2025, the company reported revenues of $10,000, a decrease of $39,790 compared to $49,790 for the same period in 2024[163]. - General and administrative expenses for the three months ended March 31, 2025 were approximately $3.2 million, a decrease of approximately $3.3 million compared to the prior period, primarily due to transaction costs incurred in connection with the Business Combination[165]. - Research and development expenses for the three months ended March 31, 2025 were approximately $11,000, a decrease of approximately $0.2 million compared to the same period in 2024[167]. - The company had an accumulated deficit of approximately $50.6 million as of March 31, 2025, and expects losses and negative cash flows to continue for the foreseeable future[169]. - The net loss for Q1 2025 was approximately $3.6 million, compared to a net loss of approximately $6.9 million in Q1 2024[196][197]. Cash Flow and Liquidity - As of March 31, 2025, the company's principal source of liquidity was cash of approximately $0.2 million, indicating a need for additional capital to fund operations[169]. - Cash used in operating activities for Q1 2025 was approximately $2.6 million, a decrease from $4.5 million in Q1 2024[196][197]. - Cash provided by financing activities in Q1 2025 was approximately $2.8 million, down from $6.3 million in Q1 2024[199][200]. - The company reported a net cash increase of approximately $87,000 in Q1 2025, compared to $1.6 million in Q1 2024[195]. Debt and Defaults - The Company issued a non-convertible unsecured promissory note for approximately $1.7 million, which matured on March 11, 2025, and is currently in default with an outstanding balance of $416,667[141]. - The Company issued a convertible promissory note for $1.9 million, with an outstanding balance of $760,000 as of March 31, 2025, and is also in default on this note[142]. - The company is in default on the Cohen Convertible Note with an unpaid balance of $0.8 million as of March 31, 2025[171]. - The Company experienced a default on the Yorkville Promissory Note with an outstanding balance of $0.4 million as of March 31, 2025[180]. Intellectual Property and Development - The Company has significant intellectual property in the form of a patent portfolio targeting industries such as automotive, healthcare, and financial services[132]. - The Company is focused on developing AI assistants that enhance customer experiences and operational efficiency in the automotive and healthcare markets[131]. - The Company entered into a research and development sponsorship agreement with Korea University for a total consideration of approximately $0.4 million[192]. Share Issuance and Warrants - During the quarter ending March 31, 2025, Purchasers exercised 787,132 Committed Warrants for aggregate gross proceeds of $1.5 million[145]. - The Company issued 330,000 shares of Common Stock for gross proceeds of $750,000 during the quarter ending March 31, 2025[173]. - During the quarter ending March 31, 2025, the Company issued 1,500,000 shares of Common Stock to Yorkville under the SEPA[179]. - As of March 31, 2025, the Company has 1,901,281 May One-Year Warrants and 1,251,587 May Five-Year Warrants outstanding[173]. Operating Costs and Future Outlook - The company expects to incur significant operating costs that will impact future profitability, including research and development expenses and capital expenditures for expansion[152]. - The change in fair value of warrant liabilities for the three months ended March 31, 2025 was approximately $0.6 million, reflecting a non-cash charge for changes in the fair value of the warrant liabilities[168]. - There were no material changes to critical accounting policies from the previous year[202]. - The company has no off-balance sheet financing arrangements as of March 31, 2025[204]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay adopting new accounting standards[205].