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

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

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

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

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

A financial asset measured at amortized cost is initially recognized at fair value plus transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary. - 45 - ii. Financial assets measured at FVTOCI A financial asset measured at fair value through other comprehensive income is recognized initially at fair value plus transaction costs ...

Revenue Growth and Composition - Consolidated revenues increased by $2,222,000 (3%) to $69,931,000 in fiscal 2024, driven by Journal Technologies' license and maintenance fees ($4,762,000) and other public service fees ($1,577,000), partially offset by decreased consulting fees ($4,690,000)[174] - Journal Technologies accounted for approximately 76% of the company's revenues in fiscal 2024, with $6,153,000 (9%) derived from foreign countries[175] - Revenues increased by $1,649,000 (3%) to $53,105,000 from $51,456,000 in the prior fiscal year[194] - Licensing and maintenance fees increased by $4,762,000 (20%) to $28,265,000 from $23,503,000[194] - Consulting fees decreased by $4,690,000 (24%) to $15,086,000 from $19,776,000 due to fewer project go-lives[194] - Other public service fees increased by $1,577,000 (19%) to $9,754,000 from $8,177,000 primarily due to increased e-filing fee revenues[194] Operating Expenses and Salaries - Consolidated operating expenses increased by $4,804,000 (8%) to $65,861,000, primarily due to a $3,728,000 (9%) increase in salaries and employee benefits[176] Non-Operating Income and Marketable Securities - Non-operating income increased by $78,758,000 (367%) to $100,208,000, largely due to net realized and unrealized gains on marketable securities of $96,142,000[177] - The fair market value of the company's marketable securities was $358,691,000, with net unrealized gains of $219,597,000 before taxes of $57,100,000[179] Pretax Income and Tax Rate - Consolidated pretax income was $104,278,000 in fiscal 2024, compared to $28,102,000 in the prior year, with net income of $78,113,000 ($56.73 per share)[178] - The effective tax rate for fiscal 2024 was 25.1%, including taxes on realized and unrealized gains on marketable securities[180] Cybersecurity Measures - Journal Technologies hired a Director of Security Operations in August 2024 to oversee cybersecurity strategies and align practices with industry standards[185] - The company employs a multi-layered cybersecurity approach, including threat detection and response, patch management, and network segmentation[187] - The Company maintains a formalized incident response (IR) plan and tests it annually with results reported to senior management[189] - The Company provides regular cybersecurity training for employees, including annual CJIS training and certification[188] - The Company enforces multi-factor authentication (MFA) for all systems and deploys anti-phishing solutions[192] - The Company uses Security Information and Event Management (SIEM) systems for continuous monitoring and logging[192] - The Company maintains a central Risk Register as part of its cybersecurity risk management framework[188] Business Continuity and Disaster Recovery - The Traditional Business and Journal Technologies have implemented Business Continuity Plans and Disaster Recovery (BCP/DR) to minimize downtime and facilitate recovery[191]

18 Table of Contents Class A Convertible Preferred Stock As of September 30, 2024, and December 31, 2023, the Company had authorized 5,000 and 2,500 shares, respectively, of Class E Preferred Stock, of which 0 shares were issued and outstanding as of September 30, 2024, and December 31, 2023. As of September 30, 2024, and December 31, 2023, a total of 19,990,000 shares of preferred stock remains undesignated and unissued. As of September 30, 2024, and December 31, 2023, the Company's authorized common stock ...

Financial Performance - Net sales for fiscal year 2024 were $47,198,020, with a gross profit of $25,913,591[4] - Operating income for fiscal year 2024 was $9,661,537, compared to $7,359,048 in fiscal year 2023[4] - Net income for fiscal year 2024 was $6,998,380, with a basic net income per common share of $0.40[4] - Company reported net sales of $47.2 million in fiscal year 2024, a 35.6% increase from $34.8 million in fiscal year 2023[140] - Net income increased to $7.0 million in fiscal year 2024, up 16.1% from $6.0 million in fiscal year 2023[140] - The company's net income for fiscal year 2023 was $6.0 million, compared to $5.5 million in fiscal year 2022, with fully diluted net income per share of $0.35 in 2023 versus $0.32 in 2022[108] Expenses and Costs - R&D expenses were $3.1 million in fiscal year 2023, decreasing to 9.0% of Net sales from 9.8% in fiscal year 2022[14] - Cost of sales was $13.5 million, or 38.7% of Net sales, in fiscal year 2023, with a gross margin of 61.3% compared to 60.1% in fiscal year 2022[18] - Income tax expense was $1.6 million in fiscal year 2023, with an effective tax rate of 21.1% compared to 24.8% in fiscal year 2022[15] Cash Flow and Financing - Net cash provided by financing activities was $8.5 million for fiscal year 2024, consisting of $43.8 million in payments against the line of credit offset by $52.3 million in additional borrowings[23] - Cash used in investing activities was $16.8 million for fiscal year 2024, primarily due to the $14.2 million acquisition of military display generators and flight control computers[22] Assets and Liabilities - Total assets as of September 30, 2024, were $82,382,261, compared to $62,957,451 in 2023[4] - Total assets increased to $82.38 million in 2024 from $62.96 million in 2023[74] - Accounts receivable rose to $12.61 million in 2024 compared to $9.74 million in 2023[74] - Inventories grew to $12.73 million in 2024 from $6.14 million in 2023[74] - Long-term debt increased to $28.03 million in 2024 from $17.50 million in 2023[74] - Retained earnings improved to $12.67 million in 2024 from $5.67 million in 2023[74] Revenue and Sales - The company's net sales outside the United States were $22.8 million in fiscal year 2024, $15.5 million in 2023, and $11.1 million in 2022[45] - Customer service sales were $11.1 million in 2023, down from $4.9 million in 2022[83] - Engineering and development contracts net sales were $1.1 million in 2023, down from $0.4 million in 2022[83] - Top five customers accounted for 42% of total sales in 2024, down from 54% in 2023[77] - In fiscal year 2024, the company's three largest customers, Pilatus, Textron, and Honeywell, accounted for 23%, 7%, and 7% of total revenue, respectively[125] Acquisitions and Agreements - The company acquired additional key assets and entered into an exclusive license agreement with Honeywell in July 2024 for $4.2 million in cash[144] - Company entered into a $14.2 million agreement with Honeywell for military display generators and flight control computers in September 2024[145] - Company entered into a $35.9 million agreement with Honeywell for inertial, communication, and navigation product lines in June 2023[143] - The Company entered into the September 2024 Honeywell Agreement for $14.2 million in cash, acquiring assets related to military display generators and flight control computers[337] - The exclusive licensing from Honeywell enhances the Company's offerings in air transport, military, and business aviation markets[338] Backlog and Contracts - Backlog at September 30, 2024 was $89.2 million, including $74.3 million from a recent acquisition, with 65% expected to be recognized as revenue over the next 12 months and 98% over the next 24 months[141] - Company secured a multi-million dollar production contract for 19'' Multifunction Display with Integrated Mission Computer in August 2024[142] - The company's backlog at September 30, 2023 was $13.5 million, significantly lower than the $89.2 million backlog at September 30, 2024[141] Market Risk and Interest Rates - A hypothetical 1% increase in variable interest rates would affect interest expense by approximately $0.3 million based on $28.0 million of variable rate debt as of September 30, 2024[46] - The company's exposure to market risk primarily relates to changes in interest rates, particularly from its revolving credit facility[46] - The company's cash equivalents consist of funds invested in money market funds with variable interest rates, and a 1% increase in rates would not materially impact operations[47] Inventory and Suppliers - Inventory write-downs are recorded when the net realizable value is below cost or future demand is lower than current inventory levels[44] - Four suppliers accounted for 63.1% of total inventory purchases in 2024, up from 49.0% in 2023[79] - The company's manufacturing relies on four key suppliers: Honeywell, FilConn, APCT Inc, and Brandywine Precision Inc, which accounted for most of the company's inventory-related purchases in fiscal year 2024[123] Revenue Recognition and Accounting Policies - Revenue recognition for EDC contracts is measured over time using an input measure, such as costs incurred to date relative to total estimated costs at completion[37] - The company's accounting policies require significant judgment and estimates due to inherent uncertainty or complexity[30] - The company uses the relief from royalty method to estimate the fair value of acquired license agreements, considering future expected revenues, royalty rates, and discount rates[59] Intangible Assets and Goodwill - The fair value of acquired license agreements in the September 2024 Honeywell Agreement was estimated at $2,300,000[58] - The company's identifiable intangible assets primarily consist of license agreements, customer relationships, and backlog, recognized at fair value in business combinations[100] - The company's goodwill impairment test is performed annually or in interim periods if certain changes indicate potential impairment, with factors including macroeconomic conditions and financial performance[104] Business Strategy and Operations - The company plans to continue investing in capital equipment to support engineering development efforts and operations[22] - The company operates in one business segment, focusing on flight guidance and cockpit display systems for OEMs and retrofit applications[45] - The company's multi-channel sales strategy targets various aviation sectors, including passenger and cargo aircraft operators, general aviation, MRO dealer networks, and the Department of Defense[119] - Potential cost synergies are expected from better utilization of the Company's engineering team and operational capacity[338] Facilities and Expansion - The company is expanding its Exton facility by 40,000 square feet at an expected cost of $6 million to support commercial growth and recent transactions with Honeywell[118] - Company operates a 45,000 square foot design, manufacturing, and office facility in Exton, Pennsylvania[155] Patents and Employees - Company held over 120 U.S. and international patents as of September 30, 2024[154] - 27% of full-time employees were in engineering-related roles as of September 30, 2024[154] - Company employed 133 full-time employees as of September 30, 2024, up from 98 in September 2023[137] Cybersecurity - The Company has not identified material risks from known cybersecurity threats affecting its operations or financial condition[321] Stock and Market Value - The aggregate market value of common stock held by non-affiliates was $112.2 million as of March 31, 2024[69] Product and Technology - ThrustSense® Autothrottle system selected by US Army for C-12 (B200) aircraft, with deliveries starting in September 2024[142]

Financial Performance - The company incurred substantial losses of $7.2 million and $9.2 million for fiscal years 2024 and 2023, respectively[144] - The company incurred substantial losses of $7,229,491 and $9,196,875 for fiscal years 2024 and 2023, respectively[68] - The company's gross profit was $27,478,204 and $25,685,826 for fiscal years 2024 and 2023, respectively[6] - The company's operating loss was $5,269,745 and $1,511,508 for fiscal years 2024 and 2023, respectively[6] - The company's net loss attributable to Cemtrex, Inc. stockholders was $7,229,491 and $9,196,875 for fiscal years 2024 and 2023, respectively[6] - The company's total operating expenses were $32,747,949 and $27,197,334 for fiscal years 2024 and 2023, respectively[6] - The company's revenues were $66,863,884 and $59,368,562 for fiscal years 2024 and 2023, respectively[6] - The company's cost of revenues was $39,385,680 and $33,682,736 for fiscal years 2024 and 2023, respectively[6] - The company's general and administrative expenses were $28,860,019 and $23,929,340 for fiscal years 2024 and 2023, respectively[6] - Net loss for the year ended September 30, 2024 was $7,635,505, compared to $9,233,438 in the previous year[8] - Comprehensive loss attributable to Cemtrex, Inc. stockholders was $7,356,900 for the year ended September 30, 2024, compared to $8,497,694 in the previous year[8] - Net loss for the year ended September 30, 2024, was $7,635,505, compared to $9,233,438 in 2023[16] - Net loss for 2024 was $(7,635,505), an improvement from $(9,233,438) in 2023[499] - The company's net loss improved to $(7,635,505) in 2024 from $(13,292,242) in 2022[499] - The company incurred net losses of $7.2 million in 2024, $9.2 million in 2023, and $13.0 million in 2022, with an accumulated deficit of $71.4 million as of September 30, 2024[196] Revenue Recognition - Revenue from fixed price contracts is recognized using the percentage-of-completion method[151] - Revenue from time and material price contracts is recognized based on costs incurred and projected markup[152] - The company's contracts generally contain one performance obligation, recognized as revenue over time[153] - Over time revenue recognition increased to 57% in 2024 from 48% in 2023[155] - Point-in-time revenue recognition decreased to 43% in 2024 from 52% in 2023[155] International Operations - International operations accounted for approximately 5.9% of net sales in 2024[140] - Foreign currency translation loss for the year ended September 30, 2024 was $127,409, compared to a gain of $699,181 in the previous year[8] Tax and Warranty Provisions - The company did not take any uncertain tax positions for the years ended September 30, 2024 and 2023[158] - The company may recognize tax benefits from uncertain tax positions only if more likely than not to be sustained[159] - The company provides for estimated costs of product warranties and processes[155] Credit and Inventory Reserves - The company's allowance for credit losses was $155,918 and $234,924 at September 30, 2024, and 2023, respectively[79] - The company's inventory obsolescence reserve was $1,044,530 and $618,021 at September 30, 2024, and 2023, respectively[84] - Inventory obsolescence reserve increased to $1,044,530 as of September 30, 2024, compared to $618,021 in 2023[404] Cash Flow and Financing - Net cash used by operating activities for 2024 was $3,949,360, an improvement from $4,724,305 in 2023[16] - Depreciation and amortization expenses increased to $1,328,741 in 2024 from $1,026,075 in 2023[16] - Goodwill impairment of $530,475 was recorded in 2024, compared to none in 2023[16] - Inventory increased by $1,893,759 in 2024, compared to an increase of $48,598 in 2023[16] - Net cash used by investing activities decreased to $1,257,393 in 2024 from $5,628,400 in 2023[16] - Proceeds from offerings in 2024 amounted to $10,035,292, with expenses of $995,333[16] - Total cash, cash equivalents, and restricted cash decreased to $5,420,392 in 2024 from $6,349,562 in 2023[19] - The company raised $9,039,959 in net proceeds through its May 2024 equity financing[36] - The company anticipates an additional $5 to $10 million when the Series B warrants are exercised[36] - The company raised approximately $9.0 million in net proceeds through May 2024 equity financing and anticipates an additional $5 to $10 million from Series B warrants[193] Stock and Equity - Paid-in additional capital increased to $73,262,536 as of September 30, 2024, up from $68,882,750 in the previous year[11] - Accumulated deficit increased to $71,355,386 as of September 30, 2024, up from $64,125,895 in the previous year[11] - Cemtrex stockholders' equity decreased to $4,710,677 as of September 30, 2024, down from $7,687,614 in the previous year[11] - Noncontrolling interest decreased to $250,165 as of September 30, 2024, down from $656,179 in the previous year[11] - Share-based compensation for the year ended September 30, 2024 was $30,235, compared to $106,839 in the previous year[11][13] - Treasury stock purchases for the year ended September 30, 2024 amounted to $69,705[11] - Shares issued to pay for services during the year ended September 30, 2024 amounted to $169,000[11] - The company completed a 60:1 reverse stock split on October 2, 2024, and a 35:1 reverse stock split on November 26, 2024[23] - The company completed a 60:1 reverse stock split on October 2, 2024, and a 35:1 reverse stock split on November 26, 2024[55] - The company has 1,724,162 shares of common stock outstanding as of December 23, 2024[45] - The company’s common stock had an aggregate market value of $4,249,917 based on the average bid and asked price of $8,799 on March 28, 2024[44] - The company issued 123,167 shares of Series 1 Preferred Stock to pay dividends on October 7, 2024[398] - The company's equity compensation plans had 18 outstanding options with a weighted average exercise price of $105,258.92 as of September 30, 2024[393] Nasdaq Compliance and Delisting - The company received a Nasdaq notification on August 21, 2024, for not meeting the minimum stockholder's equity requirement of $2,500,000[28] - The company may be subject to delisting if it fails to evidence compliance with the stockholders' equity requirement by March 31, 2025[31] - The Company received a Nasdaq notification on July 29, 2022, for failing to meet the minimum bid price requirement of $1.00 for Series 1 Preferred Stock[56] - The Company's Series 1 Preferred Stock was delisted from NASDAQ on January 22, 2024, and is now quoted on OTC Markets under the symbol "CETXP"[57] - The Company received a Nasdaq notification on June 14, 2024, for failing to meet the minimum bid price requirement of $1.00 for common stock[58] - The Company received a Nasdaq notification on August 21, 2024, for failing to meet the minimum stockholder's equity requirement of $2,500,000[59] Corporate Governance - The Company's disclosure controls and procedures were effective as of September 30, 2024[452] - The Board of Directors held four meetings during the fiscal year ended September 30, 2024[469] - The Company is classified as a "Controlled Company" under NASDAQ Listing Rule 5615 and is not required to have a Compensation Committee[481] - Saagar Govil owns 153,153 shares of Series 1 Preferred Stock, representing 1.3% of the voting stock[513] - All directors and executive officers as a group own 203,189 shares, representing 73.1% of the voting stock[513] Related Party Transactions - The company recognized $665,520 of revenue from CXR, Inc. during fiscal year 2024[530] - Trade receivables due from CXR, Inc. amounted to $685,788 as of September 30, 2024[530] - The company's total assets included $456,611 in long-term royalties receivable from CXR, Inc. as of September 30, 2024[530] - The company discounted royalties due to $660,621 and recognized $53,126 in royalties for 2024[529] Segment Performance - Identifiable assets for Security segment decreased to $17,253,328 from $21,829,183[191] - Identifiable assets for Industrial Services segment increased to $24,576,055 from $23,781,349[191] - Total assets decreased to $44,115,458 from $48,453,743[191] Liquidity and Capital Resources - The company has $3,897,511 in cash as of September 30, 2024[36] - The company secured a line of credit for its Vicon brand with available capacity of $1,874,989 as of September 30, 2024[36] - The company’s working capital and current debt indicate substantial doubt regarding its ability to continue as a going concern[36] - The company has approximately $3.9 million in cash as of September 30, 2024[193] - The company secured a line of credit for its Vicon brand with $1.9 million available capacity and a $3.5 million line of credit for its AIS brand as of September 30, 2024[193] - The company’s ability to meet debt obligations depends on financial and operating performance, which is subject to external economic and competitive factors[200] - The company’s ability to secure sufficient credit arrangements is critical for continued operations, with no assurance of obtaining additional equity or debt financing[201] - The company’s substantial debt could adversely affect its ability to raise additional capital and meet obligations[198] - The company’s plans to meet capital demands for the next twelve months may prove inadequate, despite current safeguards[193] Product Development and Market Acceptance - The company’s Vicon brand is introducing new innovative products to grow revenues[36] - The company’s future operating results depend on successful research, development, and marketing of new products and services in the Security segment[210] - The company’s success is heavily dependent on the market acceptance of its technology, which impacts sales, profits, and cash flow[203] Accounting Adjustments - Short-term investments reclassified to Prepaid expenses and other current assets, resulting in a revised amount of $2,112,022[169] - Gain/(loss) on marketable securities reclassified to Prepaid expenses and other current assets, resulting in a revised amount of $(458,476)[169] - Non-cash royalty income correction resulted in a revised Trade receivables - related party amount of $(1,099,070)[171] - Shares issued to pay for services correction resulted in a revised Accounts payable amount of $3,145,469[171] - Trade receivables, net under ASC 326 adoption showed no impact, remaining at $234,924[176] - Contract assets, net increased by $8,696 due to ASC 326 adoption[176] - Royalties receivable, net - related party remained unchanged at $10,000 post ASC 326 adoption[176] Executive Compensation - Total compensation for the PEO in 2024 was $1,089,451, with $702,443 actually paid[499] Share Repurchase Program - The Company repurchased 71,951 shares of Series 1 Preferred Stock for $69,705 under the Share Repurchase Program approved on August 22, 2023[57]