Financial Performance - GAAP diluted EPS for Q2 FY25 was $1.56, including $0.13 per share of European facility rationalization costs, while core diluted EPS was $1.69[3] - Net earnings attributable to Greenbrier reached $52 million on revenue of $762 million, with a gross margin of 18%[3] - Revenue for the three months ended February 28, 2025, was $762.1 million, a decrease of 11.6% compared to $862.7 million for the same period in 2024[14] - Net earnings attributable to Greenbrier for the six months ended February 28, 2025, were $107.2 million, up 66.0% from $64.6 million in the same period of 2024[14] - Basic earnings per common share increased to $1.66 for the three months ended February 28, 2025, compared to $1.08 for the same period in 2024, representing a 53.7% increase[14] - The diluted earnings per share for the three months ended February 28, 2025, was $1.56, compared to $1.72 for the three months ended November 30, 2024[30] - The earnings from operations for fiscal 2024 totaled $324.5 million, with a margin of $558.5 million[22] - The net earnings attributable to Greenbrier for fiscal 2024 were $160.1 million, translating to a basic earnings per share of $5.15[22] Revenue and Orders - New railcar orders totaled 3,100 units valued at nearly $400 million, with deliveries of 5,500 units, resulting in a backlog of 20,400 units worth an estimated $2.6 billion[3] - Deliveries for FY25 are now projected to be between 21,500 and 23,500 units, revised from the initial guidance of 22,500 to 25,000 units[6] - The company delivered a total of 5,500 units in the three months ended February 28, 2025, including 4,700 direct sales and 800 leased railcars for syndication[26] - Total revenue for fiscal 2024 reached $3,544.7 million, with manufacturing contributing $3,312.4 million and leasing & fleet management contributing $232.3 million[22] Guidance and Projections - The updated guidance for FY25 includes revenue expectations of $3.15 billion to $3.35 billion, down from the initial guidance of $3.35 billion to $3.65 billion[6] - Aggregate gross margin percentage for FY25 is updated to a range of 17.0% to 17.5%, up from the initial guidance of 16.0% to 16.5%[6] - The company anticipates continued growth in leasing performance and backlog management, despite potential economic uncertainties[32] Dividends and Shareholder Returns - Greenbrier's board increased the quarterly dividend by 7% to $0.32 per share, marking the 44th consecutive quarterly dividend[3] - Dividends per common share remained stable at $0.30 for both the three months ended February 28, 2025, and February 29, 2024[14] Operational Metrics - The company reported a strong lease fleet utilization rate of 98% and a core EBITDA of nearly $124 million, representing 16% of revenue[3] - Core EBITDA for the three months ended February 28, 2025, was $123.9 million, compared to $145.1 million for the three months ended November 30, 2024[27] - The Leasing & Fleet Management segment reported revenue of $61.8 million for the three months ended February 28, 2025, up 19.6% from $51.7 million in the same period of 2024[14] Debt and Cash Position - Total consolidated debt was $1,756.9 million as of February 28, 2025, down from $1,839.4 million on November 30, 2024[31] - Total Leasing non-recourse debt was $1,011.1 million as of February 28, 2025, compared to $978.7 million in the previous quarter, indicating an increase in leverage[19] - Greenbrier's total cash and cash equivalents and restricted cash at the end of the period was $301.9 million, compared to $272.0 million at the end of the same period in 2024[16] - Net cash provided by operating activities for the six months ended February 28, 2025, was $28.5 million, down from $54.4 million in the same period of 2024[16] Facility and Cost Management - The company plans to close a manufacturing facility in Romania, incurring $6 million in rationalization costs, which includes $2 million in gross margin impact[3] - The effective tax rate for Q2 FY25 decreased to 32.3% from 37.8% in Q1 FY25, attributed to a decrease in discrete items in foreign jurisdictions[8] - The ending backlog as of February 28, 2025, was 20,400 units, down from a beginning backlog of 23,400 units[26] - The Greenbrier Lease Fleet had an ending balance of 16,600 units as of February 28, 2025, a decrease from 16,700 units at the end of the previous quarter[19]

Financial Performance - Revenue for fiscal 2024 was $2,132.7 million, a decrease of 3.3% compared to $2,205.3 million in fiscal 2023[164]. - Comparable store sales decreased by 7.2% on a like-for-like calendar basis compared to fiscal 2023[164]. - Net income for fiscal 2024 totaled $58.3 million, or $1.46 per diluted share, down from $126.9 million, or $2.88 per diluted share in fiscal 2023[164]. - Adjusted EBITDA decreased by $49.4 million to $506.2 million, representing 23.7% of revenues, compared to 25.2% of revenues in fiscal 2023[164]. - Operating income decreased to $220.4 million in fiscal 2024, accounting for 10.3% of total revenues, down from 13.9% in the previous year[185]. - The effective tax rate for fiscal 2024 was 16.5%, compared to 22.2% for fiscal 2023[201]. - The company had total debt of $1,486.1 million, resulting in a Net Total Leverage Ratio of 2.8x[213]. Store Operations and Expansion - The company opened eleven Dave & Buster's stores and three Main Event stores in fiscal 2024[33]. - The average size of new Dave & Buster's stores opened in fiscal 2024 was 26,000 square feet[35]. - The average size of new Main Event stores opened in fiscal 2024 was approximately 50,000 square feet[36]. - The company operates a total of 232 stores, including 171 Dave & Buster's and 61 Main Event locations[147]. - The company plans to open 30 to 40 franchised Dave & Buster's locations internationally[37]. Revenue and Cost Management - The cost of entertainment decreased to $118.6 million (8.5% of entertainment revenues) in fiscal 2024 from $138.5 million (9.7%) in fiscal 2023[185]. - The cost of food and beverage was $195.8 million (26.4% of food and beverage revenues) in fiscal 2024, down from $214.5 million (27.8%) in fiscal 2023[185]. - The total cost of products was $314.4 million for fiscal 2024, representing 14.7% of total revenues, down from 16.0% in fiscal 2023[191]. - Operating payroll and benefits decreased to $523.5 million in fiscal 2024, accounting for 24.5% of total revenues, compared to 23.8% in fiscal 2023[194]. - Other store operating expenses increased to $690.4 million in fiscal 2024, or 32.4% of total revenues, up from 30.4% in fiscal 2023[195]. Marketing and Customer Engagement - Dave & Buster's has approximately 90% national brand awareness as an entertainment and dining venue[25]. - The company aims to drive growth in comparable store sales through innovative game offerings and improved food and beverage options[32]. - The company is focused on enhancing customer engagement through strategic marketing and loyalty offerings[38]. - The company’s marketing strategy is evolving to be more data-driven and consumer-centric, aligning investments with changing media consumption trends[57]. Corporate Responsibility and Community Engagement - The company has contributed over $18.5 million to the Make-A-Wish Foundation through fiscal 2024, supporting its commitment to corporate responsibility[55]. Risks and Challenges - The out-of-home entertainment market is highly dependent on consumer discretionary spending, which may be negatively affected by economic conditions such as fluctuations in disposable income and changes in consumer confidence[77]. - The company faces significant competition in the out-of-home entertainment market from larger entities with greater financial resources and name recognition[80]. - The company is subject to risks associated with long-term, non-cancelable leases, which account for a significant portion of its operating expenses[85]. - The company is exposed to risks from adverse weather conditions, natural disasters, and pandemics, which can negatively affect operations and consumer spending[94]. - Rising labor costs due to low unemployment and increased minimum wages could materially affect financial performance[103]. - The company faces challenges in recruiting and retaining qualified personnel, which could delay new store openings and adversely affect existing operations[102]. Compliance and Legal Matters - The company is subject to various federal, state, and local laws affecting its business operations, including health and safety regulations[70]. - The company is subject to extensive laws and regulations that could adversely affect operational efficiencies and cost structure[119]. - Legal proceedings, including class action lawsuits related to employment practices, may adversely affect the company's financial condition[125]. - The company faces potential liabilities related to gift cards under state abandoned and unclaimed property laws, which could increase financial liabilities if laws change[123]. Cybersecurity and Technology - The company has implemented a cybersecurity program to identify and mitigate material cybersecurity risks[139]. - Cybersecurity risks are integrated into the company's overall enterprise risk management process to enhance risk assessment and strategic planning[141]. - Cybersecurity breaches could lead to significant negative publicity, loss of customers, and increased costs, potentially impacting financial performance[97]. - Compliance with cybersecurity and privacy laws may involve significant costs, and failure to comply could result in material civil or criminal liability[101]. Future Outlook - The company anticipates continued pressure on supplier pricing and consumer spending due to economic and environmental conditions[182]. - Future decisions on cash dividends or share repurchases will depend on operating performance and financial condition[216].

Revenue Performance - Revenue for Q4 2024 was $534.5 million, a decrease of 10.8% from Q4 2023[5] - Total revenue for fiscal 2024 was $2.1 billion, a decrease of 3.3% from fiscal 2023[5] - Total revenues for the quarter were $534.5 million, a decrease from $599.1 million in the same quarter last year[19] Comparable Store Sales - Comparable store sales decreased by 9.4% compared to the same period in fiscal 2023[5] Net Income - Net income for Q4 2024 was $9.3 million, or $0.24 per diluted share, down from $36.2 million, or $0.88 per diluted share in Q4 2023[5] - Net income for the quarter was $9.3 million, representing 1.7% of total revenues, down from $36.2 million (6.0%) in the same quarter of 2024[19] - Adjusted net income for the fiscal year ended February 4, 2025, was $101.4 million, with an Adjusted net income per diluted share of $2.53[29] EBITDA - Adjusted EBITDA for Q4 2024 was $127.2 million, representing 23.8% of revenue, a decrease of 16.2% from Q4 2023[5] - Adjusted EBITDA for the quarter was $127.2 million, or 23.8% of total revenues, compared to $151.8 million (25.3%) in the same quarter last year[25] - Credit Adjusted EBITDA for the trailing four quarters ended February 4, 2025, was $533.4 million[28] Operating Income - Operating income for the quarter was $44.1 million, or 8.3% of total revenues, compared to $89.6 million (15.0%) in the prior year[19] - Store Operating Income Before Depreciation and Amortization for the quarter ended February 4, 2025, was $154.3 million, representing 28.9% of total revenues[26] Cash Flow and Liquidity - The company generated $108.9 million in operating cash flow during Q4 2024, ending with $510.4 million in available liquidity[8] - Net cash provided by operating activities for the quarter was $108.9 million, up from $97.2 million in the same quarter last year[22] Debt and Leverage - Long-term debt increased to $1,479.1 million as of February 4, 2025, from $1,284.0 million a year earlier[21] - Total debt as of the latest test period was $1.48 billion, resulting in a Net Total Leverage Ratio of 2.8[28] Store Openings and Franchise Agreements - The company opened five new stores in Q4 2024, totaling 14 new stores for fiscal 2024[5] - The company has entered into international franchise agreements for over 35 stores across five countries, with six additional units expected to open in the next 12 months[11] Other Financial Metrics - General and administrative expenses for the quarter ended February 4, 2025, were $18.9 million[26] - Depreciation and amortization expense for the trailing four quarters was $238.2 million[28] - Pre-opening costs for the quarter ended February 4, 2025, amounted to $6.1 million[26] - Loss on debt refinancing for the quarter ended February 4, 2025, was $15.2 million[29] - Other charges and gains for the quarter ended February 4, 2025, totaled $21.2 million[26] Revenue Breakdown - Entertainment revenues for the quarter ended February 4, 2025, were $335.0 million, representing 62.7% of total revenues, compared to $378.9 million (63.2%) for the same quarter in 2024[19] - Food and beverage revenues for the quarter were $199.5 million, accounting for 37.3% of total revenues, down from $220.2 million (36.8%) in the prior year[19] Asset Management - Total current assets decreased to $94.4 million as of February 4, 2025, from $137.5 million a year earlier[21] - Total assets increased to $4,015.8 million as of February 4, 2025, compared to $3,754.4 million in the previous year[21]

Financial Results - CVRx, Inc. announced preliminary financial results for Q1 2025, ending March 31, 2025[5] - A press release detailing the financial results was issued on April 7, 2025[5] Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[4]

Financial Performance - Reported net revenues for Q1 2025 were $1.5 billion, up 3% year-over-year, with organic net revenues increasing by 9%[3] - The Levi's® brand saw an 8% increase in organic revenues globally, while DTC (Direct-to-Consumer) net revenues rose 12% on an organic basis[3] - For the three months ended March 2, 2025, net revenues increased to $1,526.8 million, up from $1,480.2 million in the same period last year, representing a growth of approximately 3.1%[28] - Total net revenues for the three months ended March 2, 2025, were $1,526.8 million, an increase of 3.1% compared to $1,480.2 million for the same period in 2024[72] - Total net revenues for the year ended December 1, 2024, reached $6,032.0 million, with the fourth quarter contributing $1,749.9 million[83] Profitability Metrics - Operating margin improved to 12.5%, with adjusted EBIT margin increasing by 400 basis points to 13.4% compared to Q1 2024[6] - Diluted earnings per share from continuing operations were $0.35, a significant increase from a loss of $0.03 in Q1 2024[6] - Adjusted net income for Q1 2025 was $150 million, up 49% from $100 million in Q1 2024[5] - Gross profit for the same period was $947.6 million, compared to $869.8 million, indicating a significant increase of about 8.9%[28] - Net income from continuing operations was $140.2 million, compared to a loss of $9.8 million in the previous year, marking a notable recovery[28] - Adjusted diluted earnings per share for the quarter were $0.34, compared to a loss of $0.03 per share in the same quarter last year[28] - Adjusted EBIT for the three months ended March 2, 2025, was $204.0 million, representing a 47.2% increase from $138.6 million in the prior year[78] - Net income for the three months ended March 2, 2025, was $135.0 million, compared to a net loss of $10.6 million for the same period in 2024, representing a significant turnaround[31] - The net income margin from continuing operations for the three months ended March 2, 2025, was 9.2%, compared to a negative margin of (0.7)% in the prior year[49] Shareholder Returns - The company returned approximately $81 million to shareholders in Q1 2025, a 12% increase over the prior year[8] - The company declared a dividend of $0.13 per share, totaling approximately $51 million, payable on May 9, 2025[9] - The company repurchased $30.0 million of common stock during the quarter, compared to $25.0 million in the same period last year, reflecting ongoing capital return strategies[31] Inventory and Assets - Total inventories increased by 7% on a dollar basis, with the majority secured for U.S. orders for Q2[12] - Total current assets decreased to $2,651.5 million from $2,851.1 million, a decline of approximately 7%[26] - Total liabilities decreased to $4,163.7 million from $4,405.0 million, indicating a reduction of about 5.5%[26] - The company’s cash and cash equivalents were reported at $574.4 million, down from $690.0 million, a decrease of approximately 16.8%[26] - Inventories decreased to $1,073.2 million from $1,131.3 million, reflecting a reduction of about 5.1%[26] Tax and Expenses - The effective income tax rate for Q1 2025 was 20.6%, compared to 15.9% in Q1 2024[6] - The effective income tax expense for Q1 2025 was $36.4 million, compared to a tax benefit of $1.9 million in Q1 2024, highlighting changes in tax obligations[42] - Adjusted SG&A expenses for Q1 2025 were $743.6 million, a slight increase from $731.2 million in Q1 2024, with an adjusted SG&A margin of 48.7% compared to 49.4% in the prior year[37] Restructuring and Charges - The company is focusing on restructuring operations to achieve anticipated cost savings, although specific figures were not disclosed[18] - Goodwill impairment charges for Q1 2025 were $2.5 million, down from $5.5 million in Q1 2024, reflecting improved asset valuations[37] - Restructuring charges for Q1 2025 amounted to $6.7 million, significantly lower than $113.1 million in Q1 2024, indicating progress in restructuring initiatives[44] - Restructuring charges for the year amounted to $185.6 million, with the highest charge in the first quarter at $113.1 million[83] Market Performance - Organic net revenues increased by 8.6% to $1,524.5 million from $1,404.1 million year-over-year[72] - Organic net revenues in the Americas grew by 11.1% to $780.7 million, while Europe saw a modest increase of 2.9% to $400.5 million[72] - The DTC (Direct-to-Consumer) channel reported organic net revenues of $787.5 million, a 12.5% increase from $700.0 million in the prior year[74] - The Levi's brand generated organic net revenues of $1,432.8 million, an increase of 8.2% compared to $1,324.5 million in the previous year[76] Discontinued Operations - The company is in the process of selling its Dockers® business, which has been classified as discontinued operations as of March 2, 2025[82] - Discontinued operations generated net revenues of $323.3 million for the year, with the fourth quarter contributing $89.8 million[84]

Revenue Performance - In the first quarter of 2025, the company reported that pants, including jeans and casual pants, represented 69% of total units sold, compared to 66% in the first quarter of 2024[114]. - Men's products generated 61% of net revenues in the first quarter of 2025, while women's products accounted for 38%[114]. - Consolidated net revenues increased by 3.1% to $1,526.8 million for the three months ended March 2, 2025, compared to $1,480.2 million in the same period of 2024[131]. - Net revenues in the Americas increased by 6.4% to $783.0 million, with organic net revenues growth of 11.1%[133]. - Net revenues in Europe decreased by 5.4% to $400.5 million, but increased by 2.9% on an organic basis[133]. - Net revenues in Asia increased by 6.7% to $308.1 million, with organic net revenues growth of 10.0%[133]. - The Levi's brand net revenues increased by 3.4% to $1,432.8 million, with organic growth of 8.2%[133]. - Beyond Yoga net revenues increased by 9.8% to $35.2 million, with growth across both DTC and wholesale channels[141]. - Total net revenues for the three-month period ended March 2, 2025, were $1,526.8 million, a 3.1% increase from $1,480.2 million in the same period of 2024[220]. - Organic net revenues for the three-month period ended March 2, 2025, were $1,524.5 million, reflecting an 8.6% increase compared to $1,404.1 million in the prior year[220]. - The Americas segment reported organic net revenues of $780.7 million for the three-month period ended March 2, 2025, a significant increase of 11.1% from $702.8 million in the same period of 2024[220]. Profitability and Income - Net income from continuing operations was $140.2 million, a significant increase from a net loss of $9.8 million in the first quarter of 2024, driven by lower restructuring charges and higher gross profit[131]. - Adjusted EBIT rose by 47.2% to $204.0 million, with an Adjusted EBIT margin of 13.4%, up 400 basis points from the first quarter of 2024[131]. - Adjusted diluted earnings per share increased to $0.38 from $0.25 in the first quarter of 2024, reflecting higher adjusted net income[131]. - Adjusted net income for the three months ended March 2, 2025, was $150.0 million, compared to $100.4 million in 2024[196]. - Adjusted EBIT for the three months ended March 2, 2025, was $204.0 million, compared to $138.6 million in the same period of 2024[194]. - Adjusted EBITDA for the same period was $253.1 million, up from $182.1 million in 2024[194]. - The company reported a net income of $210.6 million for the full year 2024, with a diluted earnings per share of $0.52[236]. Costs and Expenses - The company incurred additional restructuring charges of $6.7 million and restructuring-related charges of $3.1 million in the first quarter of 2025[118]. - Selling, general and administrative (SG&A) expenses decreased by 0.9% to $749.3 million, representing 49.1% of net revenues, down from 51.1%[147]. - Interest expense increased to $10.9 million for the three-month period ended March 2, 2025, compared to $10.0 million in the prior year[162]. - The effective income tax rate rose to 20.6% for the three months ended March 2, 2025, up from 15.9% in the same prior-year period[164]. - The company incurred restructuring charges of $6.7 million related to Project Fuel for the three-month period ended March 2, 2025, down from $113.1 million in the same period of 2024[206]. - The company’s restructuring related charges, severance, and other for the three-month period ended March 2, 2025, amounted to $2.1 million, down from $10.1 million in the same period of 2024[201]. Strategic Initiatives - The company announced a strategic decision to discontinue the Denizen brand, with operations winding down during fiscal year 2024 and into 2025[113]. - The Dockers business was held for sale at the end of the first quarter of 2025 and reported as discontinued operations[119]. - The company initiated "Project Fuel," a multi-year global productivity initiative aimed at optimizing operations and reducing costs, beginning in 2024[117]. - The company is in the process of selling its Dockers business, targeting completion of the transaction in fiscal year 2025[235]. - The company aims to increase its direct-to-consumer business revenue portion, focusing on digital presence and operational excellence to enhance speed-to-market[244]. - The company is focused on optimizing its operating model and achieving cost savings from its global productivity initiative[244]. - The company plans to expand its number of dedicated stores and improve profitability through new store openings[244]. - The company is integrating Beyond Yoga into its operations as part of future acquisitions and investments strategy[244]. Financial Position and Liquidity - Total liquidity position, including unused credit facility and cash equivalents, was approximately $1.4 billion as of March 2, 2025[168]. - The company plans to return 55-65% of Adjusted free cash flow to stockholders through dividends and share repurchases[166]. - Total debt as of March 2, 2025, was $993.5 million, with 100% being fixed-rate debt[175]. - Cash provided by operating activities decreased to $52.5 million for the three months ended March 2, 2025, down from $286.0 million in the same period of 2024, primarily due to higher inventory spending and SG&A expenses[172]. - Cash used for investing activities was $71.1 million for the three months ended March 2, 2025, slightly lower than $71.7 million in 2024[173]. - Cash used for financing activities increased to $97.5 million in 2025 from $94.5 million in 2024, driven by higher dividend payments and stock repurchases[174]. - Adjusted free cash flow for the three-month period ended March 2, 2025, was $(14.1) million, a decrease from $214.4 million in the same period of 2024[214]. Market and Economic Conditions - The company's international business contributed 57% of net revenues in the first quarter of 2025, down from 59% in the same period of 2024[115]. - The company expects new tariffs announced on April 2, 2025, to have a material impact on its results of operations in fiscal year 2025[116]. - The company anticipates that inflation and macroeconomic pressures may adversely affect revenues, operating margins, and net income[120]. - The company faces potential increases in import tariffs and the impact of ongoing geopolitical tensions, which could affect consumer spending and pricing trends[242]. - The company is aware of the impact of inflation, foreign currency exchange, and interest rate fluctuations on its financial results[244]. Shareholder Returns - The company is committed to increasing total shareholder returns through capital allocation priorities, including share repurchases and dividends[244]. - A cash dividend of $0.13 per share was declared, totaling approximately $51 million, payable on May 9, 2025[170]. - The company repurchased 1.6 million shares for $30.0 million during the three months ended March 2, 2025[170].

Financial Performance - The company has incurred net losses of $62.9 million and $15.7 million for the years ended December 31, 2024 and 2023, respectively, with an accumulated deficit of $351.4 million as of December 31, 2024[559]. - The net loss for the year ended December 31, 2024, was $62.9 million, compared to a net loss of $15.7 million in 2023, reflecting an increase in losses of $47.2 million[583]. - Cash used in operating activities was $22.3 million in 2024, compared to $19.8 million in 2023, indicating a higher cash burn rate[602]. - Other income for 2024 was $0.7 million, up from $0.5 million in 2023, primarily due to interest income and investment accretion[589]. Cash and Financing - As of December 31, 2024, the company had cash and cash equivalents of $12.9 million, which is expected to fund operations into August 2025, but is insufficient for completing the planned Phase 2 clinical trial of LTI-03[560]. - The company has financed operations primarily through $145.5 million in net proceeds from sales of common stock and warrants, and $17.7 million from a public offering completed in May 2024[558][565]. - Net cash provided by financing activities for the year ended December 31, 2024, was $17.8 million, an increase from $15.8 million in 2023 due to PIPE Financing[607]. - The company anticipates needing to raise additional capital through public or private equity offerings, debt financings, or collaborations[612]. Research and Development - The company has two product candidates in clinical development: LTI-03 for Idiopathic Pulmonary Fibrosis and LTI-01 for loculated pleural effusion, with LTI-01's clinical development temporarily delayed[556][561]. - Research and development expenses primarily consist of costs related to clinical trials, personnel, and compliance with regulatory requirements[572][576]. - Research and development expenses increased to $14.2 million in 2024 from $4.0 million in 2023, a rise of $10.3 million, primarily due to new clinical programs acquired in the Lung Acquisition[584]. - The company anticipates continued significant expenses and operating losses as it advances clinical development of lead product candidates LTI-03 and LTI-01[594]. - The company plans to continue research and development of LTI-03 and LTI-01, expecting substantial increases in expenses related to ongoing activities[608]. Impairment and Losses - The impairment loss on intangible assets was identified in the fourth quarter of 2024 when the carrying value of LTI-01 exceeded its fair value[577]. - The company incurred an impairment loss on intangible assets of $37.0 million in 2024, linked to the delay in clinical development of LTI-01[587]. - An impairment loss of $37.0 million was recognized for the LTI-01 intangible asset due to a temporary delay in clinical development[626]. General and Administrative Expenses - General and administrative expenses rose to $13.9 million in 2024 from $11.4 million in 2023, an increase of $2.5 million, mainly driven by higher employee-related expenses and costs associated with the Lung Acquisition[586]. Future Outlook - The company anticipates continued operating losses for the foreseeable future due to ongoing research and development costs[559]. - Future capital requirements will depend on various factors, including clinical trial costs and regulatory approval processes[610]. Other Information - The company has federal net operating loss carryforwards of $77.3 million and federal research and development tax credit carryforwards of $2.4 million as of December 31, 2024[590]. - The company does not have any off-balance sheet arrangements as of December 31, 2024, and 2023[614]. - The company is classified as a "smaller reporting company," which may allow it to rely on exemptions from certain disclosure requirements[635]. - Management continues to monitor estimates related to financial conditions and will adjust them as necessary based on changing economic conditions[627].

Company Formation and Purpose - Quetta Acquisition Corporation was formed on May 1, 2023, as a blank check company to pursue business combinations, primarily focusing on opportunities in Asia[19]. - The management team aims to leverage extensive networks in Asia to identify high-quality acquisition targets, with a focus on the financial technology sector[21][33]. - The company intends to target businesses with an enterprise value of approximately $250 million to $1 billion, prioritizing those benefiting from favorable industry trends[37]. - The company is exploring the establishment of a digital assets market in Asia as part of its strategic initiatives[29]. Financial Performance and Funding - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[29]. - Quetta Acquisition Corporation's initial public offering was completed on October 11, 2023, with no revenue generated since then[29]. - The company completed its IPO on October 11, 2023, raising gross proceeds of $69 million from the sale of 6,900,000 units at a price of $10.00 per unit[136]. - A total of $69,690,000 from the IPO and private placement proceeds was placed in a trust account for the benefit of public shareholders, with $73,115,355 held in the trust account as of December 31, 2024[104][105]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[132]. Business Combination and Agreements - Yotta entered into a merger agreement with NaturalShrimp, issuing 17.5 million shares and potentially an additional 10 million shares based on revenue thresholds of $15 million for FY 2024 and $30 million for FY 2025[39]. - Yotta terminated the merger agreement with NaturalShrimp due to breaches, including a failure to share costs, and demanded a $3 million termination fee[42][43]. - The merger agreement with DRIVEiT Financial Auto Group involves a total consideration of $100 million, payable in Yotta's common stock valued at $10 per share[47]. - The total consideration for the Acquisition Merger with QUAD is $300 million, payable in newly issued Purchaser Ordinary Shares valued at $10.00 per share[64]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account assets[75]. Governance and Management - The board of directors consists of five members, with three deemed independent under SEC and Nasdaq rules[176]. - The audit committee is composed exclusively of independent directors, including Mr. Brandon Miller, Mr. Daniel M. McCabe, and Ms. Qi Gong[179]. - The compensation committee, chaired by Mr. Daniel M. McCabe, consists of independent directors and oversees executive compensation matters[182]. - The company will only enter into business combinations approved by a majority of its directors[178]. - Management plans to enhance internal controls by increasing board size and consulting third-party professionals for complex accounting applications[161]. Financial Position and Projections - As of December 31, 2024, the company reported a net income of $2,094,096, primarily from interest income of $3,658,889, after accounting for various expenses[134]. - The company has a working capital deficit of $28,329 and cash of $1,554,737 as of December 31, 2024[139]. - The company expects to incur significant costs related to being a public company and pursuing a business combination[140]. - The company has incurred and expects to continue incurring significant professional costs related to its public company status and business combination efforts[140]. Shareholder and Stock Information - As of April 7, 2025, the company has 3,747,748 shares of Common Stock issued and outstanding[206]. - Hui Chen holds 1,970,045 shares, representing 22.83% of the outstanding Common Stock[207]. - A total of 5,199,297 shares were tendered for redemption, resulting in approximately $55,152,224 being removed from the trust account[123]. Compliance and Risk Management - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[78]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[89]. - As of December 31, 2024, the company did not maintain effective internal control over financial reporting due to material weaknesses identified[160]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[164]. Miscellaneous - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of an initial business combination[97]. - The company has not established specific minimum qualifications for director candidates but considers various factors such as education and professional experience[185]. - The company has agreed to waive rights to amounts held in the trust account if the initial business combination is not completed[192].

Company Formation and Strategy - Quetta Acquisition Corporation was formed on May 1, 2023, as a blank check company to pursue business combinations, primarily focusing on opportunities in Asia[19]. - The management team aims to identify acquisition targets with an enterprise value between $250 million and $1 billion, focusing on large underpenetrated markets[37]. - The company intends to capitalize on the growing financial technology sector in Asia, which is expected to continue its strong growth trajectory due to increasing digitization and changing consumer habits[33]. - Quetta Acquisition Corporation's strategy includes targeting companies that have a defensible market position and sustainable competitive advantage, particularly those with strong intellectual property or technology[37]. - The company plans to leverage its management team's extensive network and experience in Asia and North America to source high-quality acquisition targets[21]. - The management team believes that many high-quality private companies in Asia could benefit from going public in the United States, creating significant acquisition opportunities[33]. Financial Performance and Operations - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[29]. - Quetta Acquisition Corporation's initial public offering was completed on October 11, 2023, with no revenue generated since then[29]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[132]. - The company has a working capital deficit of $28,329 and cash of $1,554,737 as of December 31, 2024[139]. - As of December 31, 2024, the company reported a net income of $2,094,096, primarily from interest income of $3,658,889, after accounting for various expenses[134]. - A total of $69,690,000 from the IPO and private placement proceeds was placed in a trust account for the benefit of public shareholders, with $3,425,355 being interest income[104]. Business Combinations and Agreements - The company is currently focused on consummating the KM QUAD Business Combination but will continue to search for other suitable targets if this does not occur[29]. - Yotta entered into a merger agreement with NaturalShrimp, issuing 17.5 million shares and potentially an additional 10 million shares based on revenue thresholds of $15 million for FY 2024 and $30 million for FY 2025[39]. - The total consideration for the Acquisition Merger with QUAD is $300 million, payable in newly issued Purchaser Ordinary Shares valued at $10.00 per share[64]. - Upon closing, Purchaser will acquire 100% of the issued and outstanding equity securities of QUAD[63]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account assets[75]. - The company entered into a merger agreement with KM QUAD, with an aggregate consideration of $300 million payable in newly issued shares valued at $10.00 per share[130]. Governance and Management - The board of directors consists of five members, with three deemed independent under SEC and Nasdaq rules[176]. - The audit committee is composed exclusively of independent directors, including Mr. Brandon Miller, Mr. Daniel M. McCabe, and Ms. Qi Gong[179]. - The compensation committee is chaired by Mr. Daniel M. McCabe and includes independent directors[182]. - The company will only enter into business combinations approved by a majority of its directors[178]. - Officers and directors may have conflicts of interest due to multiple business affiliations[189]. - The company has a code of conduct and ethics applicable to all directors, officers, and employees[198]. Regulatory and Compliance Matters - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[78]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[80]. - The company is classified as a "smaller reporting company" and will maintain this status until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[81]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[89]. - As of December 31, 2024, the company did not maintain effective internal control over financial reporting due to material weaknesses identified[160]. Shareholder Matters - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of an initial business combination[97]. - A total of 5,199,297 shares were tendered for redemption, resulting in approximately $55,152,224 being removed from the trust account[123]. - As of April 7, 2025, the company has 3,747,748 shares of Common Stock issued and outstanding[206]. - Hui Chen holds 1,970,045 shares, representing 22.83% of the outstanding Common Stock[207]. Costs and Expenses - The company expects to incur significant costs related to being a public company and pursuing a business combination[140]. - The company incurred $1,380,000 in underwriting discounts and commissions related to the IPO[104]. - The company incurred related party fees of $120,000 for the year ended December 31, 2024, and $28,710 for the period from May 1, 2023, through December 31, 2023, under an administrative service agreement[145]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds of the IPO, amounting to $2,415,000[146]. Extension and Fees - The company has the option to extend the business combination period up to 21 times, with a total of 36 months from the IPO closing date[60]. - The company has the right to extend the KM QUAD Business Combination closing date up to 21 times for one month each time until October 10, 2026, with extension fees totaling $540,000 for nine extensions[147]. - KM QUAD has wired the first installment of prepaid extension fees of $250,000 and will wire a second installment of $290,000 by April 20, 2025[148]. - If the KM QUAD Business Combination does not close by October 10, 2025, KM QUAD will cover any extension fees incurred beyond that date, not exceeding $100,000 per month[217].

Acquisitions and Investments - The company has completed two acquisitions in the Bitcoin mining industry, now operating three facilities with a total of 1,120 BITMAIN Antminer S19j units[23]. - The Company acquired a 14% stake in Radical Clean Solutions (RCS) on October 1, 2023, and completed the acquisition of 86% of RCS on August 16, 2024, resulting in full control over RCS[57]. - The Company completed the acquisition of a bitcoin mining facility in Alberta for $1.5 million and a 5 MW facility in Ohio for $4.55 million, significantly increasing its hashrate[68][69]. - The Company signed a letter of intent to purchase a Bitcoin mining facility in Sturgeon County, Alberta, on November 13, 2024, highlighting a strategic shift towards sustainable technology initiatives[85]. - The acquisition of the Sturgeon County Bitcoin mining facility was completed on December 3, 2024, and sustainable agriculture operations were launched on December 5, 2024[85]. - The Company signed a letter of intent to acquire a Bitcoin mining facility in Madison Township, Ohio, on December 10, 2024, with the acquisition completed on January 17, 2025[85]. Financial Performance and Projections - The company has experienced recurring net losses since inception and currently has little revenue[120]. - The Company aims to capture a small percentage share of the global market size of target categories, potentially generating net revenues of $560 million[42]. - The Company has incurred an accumulated deficit of approximately $60.8 million as of December 31, 2024, with a net loss of approximately $16.3 million for the year[198]. - The company expects to continue incurring significant operating losses for the foreseeable future and may never become profitable[198]. - The company had approximately $5.3 million of net cash used in operating activities for the year ended December 31, 2024[198]. Technology and Product Development - The UN(THINK) Awakened Flour™ product line has been launched, which is believed to provide health advantages over traditional flour, with production processes refined and scaled[26][30]. - The patented CERES-MNG process allows for flour that has 40 times more fiber, three times more protein, and 75% less net carbohydrates compared to regular all-purpose flour[36][37]. - The company has developed a patented technology that converts grains, pulses, and root vegetables into low-starch, low-sugar, high-protein fiber-rich baking flour products[108]. - The company is exploring joint ventures and licensing opportunities for its FORCEGH+ technology in various environments, including arctic and tropical[51][53]. - The company is integrating artificial intelligence and blockchain into its FinTech systems to enhance financing capabilities for commercial farmers[46][52]. Market and Competitive Landscape - The company may face significant competition from other businesses in the industry, which could affect its market position and financial condition[176]. - The company has a competitive edge with no direct competitors providing a proprietary facility design and automated grow system[105]. - The company operates in a rapidly evolving agriculture industry, which may intensify competition and affect profitability[203]. Risks and Challenges - Bitcoin prices are highly volatile, affecting the Company's growth plans and profitability[123]. - The company must continually add new miners to grow its hash rate to remain competitive in the Bitcoin mining industry[129]. - Security breaches could result in the loss of digital assets, with no insurance protection available for such losses[161]. - The reliance on third-party custody providers for cold-storage solutions poses risks, as breaches could lead to significant asset loss[153]. - The company may require substantial additional capital to execute its business plan, which could be dilutive to existing shareholders[170]. Corporate Governance and Compliance - The Investment Canada Act requires non-Canadian entities acquiring control of a Canadian business to file a pre-closing application for review if financial thresholds are exceeded[210]. - The Competition Act (Canada) allows the Commissioner of Competition to review acquisitions that may substantially prevent or lessen competition, with a notification required if holdings exceed 20% of outstanding voting shares[211]. - New laws and regulations regarding corporate governance may increase compliance costs and create uncertainty for public companies[213]. Management and Staffing - On January 25, 2024, Troy McClellan resigned as President, effective immediately[110]. - Richard Wong resumed his role as Chief Financial Officer on February 10, 2024, and Chris Polimeni was appointed to succeed him on March 4, 2025[111][114]. - As of April 7, 2025, the Company has three employees and eight consultants/contractors, with plans to hire additional staff[115]. Intellectual Property - The company protects its proprietary products and technology through a combination of contractual provisions and intellectual property laws[99]. - The company holds multiple patents related to automated growing systems, with several applications pending in various countries including the United States and Canada[101][102]. - The company has several trademarks registered, including AGRIFORCE and AWAKENED FLOUR, indicating a strong brand presence[103][104].