Financial Performance - Total net revenues for the six months ended June 30, 2025, decreased to $11,516,908 from $32,953,765 in the same period of 2024, representing a decline of approximately 65%[7] - Gross profit for the six months ended June 30, 2025, was $6,691,312, down from $21,267,261 in 2024, indicating a decrease of about 68%[7] - The net loss attributable to XIAO-I CORPORATION shareholders increased to $30,125,449 for the six months ended June 30, 2025, compared to $15,499,990 in 2024, reflecting a 94% increase in losses[7] - The company reported a loss per ordinary share attributable to shareholders of $0.84 for the six months ended June 30, 2025, compared to $0.64 in 2024, indicating a worsening of the loss per share by about 31%[7] - Total comprehensive loss attributable to XIAO-I CORPORATION shareholders for the six months ended June 30, 2025, was $30,472,464, compared to $15,316,529 in 2024, reflecting an increase of approximately 99%[7] - For the six months ended June 30, 2024, the net loss was $15,542,475, which increased to $30,389,811 for the same period in 2025, indicating a significant rise in losses[10] - Net revenue for the six months ended June 30, 2025, was $11,924,360, a significant drop from $32,953,740 for the same period in 2024, representing a decrease of about 63.9%[15] - The net loss increased to $22,455,335 for the six months ended June 30, 2025, compared to a net loss of $14,367,159 for the same period in 2024, indicating a worsening of approximately 56.5%[15] Cash Flow and Liquidity - Cash and cash equivalents increased significantly from $846,593 as of December 31, 2024, to $5,011,540 as of June 30, 2025, marking a growth of approximately 493%[4] - Cash used in operating activities for the first half of 2025 was $2,328,970, a decrease from $10,054,183 in the same period of 2024, showing improved cash flow management[10] - The company reported a total cash, cash equivalents, and restricted cash of $5,011,540 at the end of June 2025, up from $1,849,477 at the end of June 2024[10] - The Group reported net cash used in operating activities of $2,328,970 for the six months ended June 30, 2025, compared to $10,054,183 for the same period in 2024, indicating improved cash flow management despite ongoing losses[20] Assets and Liabilities - The company’s total assets decreased from $85,511,474 as of December 31, 2024, to $82,392,318 as of June 30, 2025, a decline of about 4%[4] - As of June 30, 2025, total assets decreased to $75,690,939 from $84,208,263 as of December 31, 2024, reflecting a decline of approximately 10.8%[15] - Total current liabilities rose from $86,603,467 as of December 31, 2024, to $104,242,968 as of June 30, 2025, an increase of about 20%[4] - The accumulated deficit reached $155,463,958 by June 30, 2025, compared to $126,333,035 at the end of June 2024, highlighting ongoing financial challenges[10] - The total shareholders' deficit was $36,781,083 as of June 30, 2025, compared to $23,123,342 at the end of June 2024, indicating a worsening financial position[10] - Negative working capital increased from $10,111,451 as of December 31, 2024, to $30,529,489 as of June 30, 2025, reflecting a deterioration of approximately 202.5%[20] Shareholder and Equity Information - The number of ordinary shares outstanding increased from 24,049,072 as of June 30, 2024, to 35,972,462 as of June 30, 2025, representing a growth of approximately 50%[7] - Share-based compensation expenses surged from $488,231 in the first half of 2024 to $4,992,881 in the first half of 2025, reflecting increased employee incentives[10] - The 2025 Share Incentive Plan allows for the issuance of up to 4,214,684 ordinary shares, with adjustments based on the total shares outstanding[82] - The company granted 3,813,639 RSUs to external consultants in the first half of 2025, with a weighted average fair value of $1.11 per share[95] - As of June 30, 2025, there were 889,937 share options outstanding, with a weighted average exercise price of $3.71[86] Legal and Regulatory Matters - The Group is involved in multiple legal proceedings, including a patent infringement case against Apple, which seeks damages of 10 billion yuan (approximately $1.4 billion)[112] - A securities class action lawsuit was filed against the Group on June 26, 2024, alleging misleading statements related to its AI capabilities and customer contracts[113] - The Group has recorded contingent liabilities for various legal claims, with amounts reasonably estimable[111] - Xiao-I Corporation is involved in 15 lawsuits in China during 2025, with a total amount in dispute of approximately RMB 8,014,190.09 ($1,105,737.79)[125] - The company faces claims exceeding RMB 18 million related to labor disputes involving more than 109 former employees laid off as part of a workforce optimization plan[128] - In June 2025, a shareholder rights infringement case was filed against Xiao-I Corporation, seeking compensation of RMB 2,265,315.41[126] - Another shareholder rights infringement case in September 2025 seeks compensation of RMB 12,108,027.86 ($1,690,216)[127] - Management does not expect the ongoing disputes to have a material adverse effect on the financial statements[128] Financing Activities - Proceeds from convertible loans increased significantly from $2,496,945 in the first half of 2024 to $9,885,500 in the first half of 2025, indicating a reliance on convertible financing[10] - The Group's borrowings were overdue, and discussions with the bank regarding repayment arrangements are ongoing[55] - The Group entered into a Convertible Loan Agreement on June 17, 2024, for a principal amount of $3,260,869.57, intended for general working capital purposes[52] - Convertible Loan I has a conversion price of $1.00 per ADS, with an interest rate of 6.0% per annum, increasing to 15% upon default[56] - Convertible Loan II was issued for a principal amount of $2,175,000 with an 8% Original Issue Discount, and the proceeds are intended for general working capital[59] - Convertible Loan III was issued for a principal amount of $4,637,840 with an 8% Original Issue Discount, and the proceeds are also for general working capital[66] - Convertible Loan IV was issued for a principal amount of $6,128,000 with an Original Issue Discount of $518,000, with proceeds for general working capital[71] Operational Insights - Xiao-I Corporation primarily engages in artificial intelligence technology in China, focusing on innovation and market expansion[13] - The Group is focusing on improving operational efficiency and implementing strict cost control measures to enhance financial stability[21] - The Group's future minimum lease payments under non-cancellable operating leases total $609,201, with $503,139 due by June 30, 2026[110] - The Group's investment in Jiaxing Yuanbeibei was recorded at a cost of $704,235, reflecting a 1.82% shareholding[48]

Business Combination - Athena Technology Acquisition Corp. II entered into a business combination agreement with Ace Green Recycling, with the expectation of issuing up to 10,500,000 shares of common stock to Ace Green Recycling's shareholders [174][177]. - The Business Combination Agreement includes provisions for a pro rata portion of Earnout Shares based on trading prices over a five-year period following the merger [177]. - The company has entered into lock-up agreements with certain shareholders, restricting the transfer of shares for 180 days post-merger [180][181]. - The New Registration Rights Agreement will require the company to file a registration statement for resale of certain shares within 30 days after the business combination closing [182]. - The company intends to complete its initial Business Combination before June 14, 2026, but there are substantial doubts about its ability to continue as a going concern [239]. Financial Performance - For the three months ended September 30, 2025, the Company reported a net loss of $508,085, with operating expenses of $361,412 and interest income of $30,558 from investments held in the Trust Account [206]. - For the nine months ended September 30, 2025, the Company had a net loss of $959,779, with total operating expenses of $1,732,026 and interest income of $107,453 [207]. - As of September 30, 2025, the Company had a net loss of $959,779, with cash used in operating activities amounting to $660,423 [219]. - For the nine months ended September 30, 2024, the Company reported a net loss of $1,151,865 and cash used in operating activities of $2,756,485 [220]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [205]. Trust Account and Cash Management - The company deposited $231,800 into the Trust Account to extend the period for consummating its initial business combination from March 14, 2024 to December 14, 2024 [189]. - The Company redeemed 23,176,961 shares of Class A common stock in connection with the First Extension Special Meeting, withdrawing $239,604,919 from the Trust Account for this purpose [215]. - As of September 30, 2025, the Trust Account held $26,353 in interest income available for tax obligations, with total amounts withdrawn for tax liabilities reaching $2,869,660 [215]. - As of September 30, 2025, the Company had investments held in the Trust Account of $293,283, with an operating cash balance of $527,152 [227][230]. - The Company has a working capital deficit of $7,689,116 as of September 30, 2025 [230]. Regulatory Compliance - The company has received notices of noncompliance from NYSE for failing to timely file its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, leading to a suspension of trading on December 10, 2024, and subsequent delisting on December 30, 2024 [193]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [245]. - The company is not required to provide certain disclosures as a "smaller reporting company" under Item 3 [253]. Tax Liabilities - The Company recorded an excise tax liability of $2,396,049 for the 2023 tax year, with additional interest and penalties totaling $1,051,283 recognized through September 30, 2025 [225]. - The total amount of prepaid income taxes as of September 30, 2025, was $611,113, with a remaining restricted cash balance of $0 [217]. - The Company has recorded a total of $3,688,337 in excise tax liabilities that were reversed following IRS guidance for SPACs [226]. Capital Structure - The Company raised gross proceeds of $250 million from its initial public offering by selling 25 million units at $10.00 per unit [210]. - The Company incurred offering costs of $14,420,146 for its initial public offering, including $5 million in underwriting fees [213]. - The underwriters are entitled to deferred underwriting commissions of $8,956,250, which will be payable only upon the completion of a business combination [243]. - The company has issued 13,164,375 warrants to purchase Class A common stock at $11.50 per share, with no warrants exercised as of September 30, 2025 [249]. - The Company issued a non-interest-bearing promissory note to the Sponsor for $1.5 million to cover monthly extension payments and working capital [199]. - The Company issued an unsecured promissory note to the Sponsor with a principal amount of $422,182, which is payable upon the earlier of July 26, 2026, or the Company's initial Business Combination [232]. Accounting Policies - The company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events [248]. - The company has adopted ASU 2023-07 for segment reporting, effective for fiscal years beginning after December 15, 2023 [251]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements [252]. - The company has no critical accounting policies that would significantly impact reported amounts of assets and liabilities [247]. - The company has registration rights for holders of Founder Shares and Private Placement Units, allowing them to demand registration of securities [244].

Financial Performance - The Trust's gross royalty income for fiscal 2025 increased by 49.5% to $8,650,094 from $5,785,303 in fiscal 2024[70] - Net income for 2025 was $7,938,920, a significant increase of 57% compared to $5,057,813 in 2024[107] - Total royalties received for fiscal 2025 amounted to $8,650,094, a significant increase from $5,785,303 in fiscal 2024, representing a year-over-year growth of approximately 49%[128] - Net income for fiscal 2025 reached $7,938,919, compared to $5,057,813 in fiscal 2024, indicating a year-over-year increase of about 57%[128] - The net income per unit for fiscal 2025 was $0.86, up from $0.55 in fiscal 2024, reflecting a growth of approximately 56%[128] - Total distributions paid or to be paid for fiscal 2025 were $7,444,378, compared to $4,411,483 in fiscal 2024, marking an increase of around 68%[128] - Distributions per unit for fiscal 2025 were $0.81, an increase from $0.48 in fiscal 2024, representing a growth of approximately 69%[128] - In the fourth quarter of fiscal 2025, royalties received were $3,055,865, compared to $670,204 in the fourth quarter of fiscal 2024, showing a substantial increase of about 355%[128] Revenue Sources - Royalty income from the Mobil Agreement increased by 30.7% to $5,535,716, while income from the OEG Agreement rose by 81.3% to $2,812,905[70] - Gas sales under the Mobil Agreement decreased by 4.7% to 11.994 Bcf in fiscal 2025 from 12.592 Bcf in fiscal 2024[71] - Average gas prices under the Mobil Agreement increased by 11.1% to 4.1328 €cents/kWh in fiscal 2025[72] - Gas sales under the OEG Agreement decreased by 7.0% to 39.893 Bcf in fiscal 2025 from 42.918 Bcf in fiscal 2024[77] - Average gas prices under the OEG Agreement increased by 11.5% to 4.2293 €cents/kWh in fiscal 2025[79] Expenses and Assets - Trust expenses for fiscal 2025 were $795,648, virtually unchanged from $797,872 in fiscal 2024[82] - Operating expenses slightly decreased to $784,632 in 2025 from $790,289 in 2024, a reduction of 1.5%[107] - Total assets increased to $4,785,157 in 2025 from $1,625,344 in 2024, representing a growth of 194%[104] - Cash and cash equivalents at the end of 2025 were $4,785,156, up from $1,625,343 in 2024, marking a 194% increase[112] - Undistributed earnings at the end of 2025 were $1,936,073, compared to $1,441,531 in 2024, indicating a growth of 34%[109] Operational Insights - The Trust's consultant indicated that no new wells are planned for calendar 2026, with maintenance work continuing to ensure maximum efficiency[85] - The Trust has no off-balance sheet arrangements, ensuring transparency in financial reporting[87] - The Trust's modified cash basis accounting provides a more meaningful presentation of operations to unit owners[116] - The Trust does not engage in trading activities related to foreign exchange or commodity price fluctuations, minimizing market risk exposure[90] Employee and Management Information - The Trust's Managing Director was reimbursed $11,016 for office services in fiscal 2025, up from $7,583 in fiscal 2024, indicating a rise of approximately 45%[126] - The Trust has established a SIMPLE IRA plan for employees, allowing contributions of up to 3% of cash compensation for the 2025 and 2024 calendar years[127] Trust Background - The Trust's royalty rights cover gas and oil production in certain concessions in Germany, with contracts in place with ExxonMobil and Royal Dutch/Shell[125] - The Trust was formed on September 10, 1975, and has since held overriding royalty rights for gas and oil production[125]

Financial Performance - Net income attributable to Broadway Financial Corporation for the six months ended June 30, 2025, was a loss of $1,937 thousand, compared to a profit of $102 thousand for the same period in 2024[14]. - For the three months ended June 30, 2025, net income was $752,000 compared to $256,000 for the same period in 2024, representing a significant increase[32]. - The company reported a net loss of $1,937,000 for the six months ended June 30, 2025, compared to a net income of $102,000 for the same period in 2024[32]. - Total non-interest expense for the six months ended June 30, 2025, was $17,719 thousand, an increase from $15,090 thousand in the same period of 2024[14]. - The company recognized an operational loss of $1.9 million due to a fraudulent wire transfer in Q1 2025, recovering $1.6 million in August 2025 and $240 thousand in October 2025[113]. Assets and Liabilities - Total assets decreased to $1,247,517 thousand as of June 30, 2025, down from $1,334,883 thousand at December 31, 2024, representing a decline of approximately 6.5%[12]. - Total liabilities decreased to $962,628 thousand as of June 30, 2025, from $1,049,691 thousand at December 31, 2024, a reduction of approximately 8.3%[12]. - Cash and cash equivalents at the end of the period were $29,514 thousand, down from $61,365 thousand at the beginning of the period, indicating a decrease of 51.9%[17]. - Total equity as of June 30, 2025, was $284,889,000, an increase from $281,290,000 as of June 30, 2024[22]. Income and Earnings - Total interest income for the three months ended June 30, 2025, was $14,397 thousand, a decrease of 9.7% from $15,922 thousand in the same period of 2024[14]. - Net interest income after provision for credit losses for the six months ended June 30, 2025, was $14,340 thousand, slightly down from $14,681 thousand in the prior year[14]. - Earnings per common share for the three months ended June 30, 2025, was $0.02, compared to a loss of $0.39 per share in the same period of 2024[14]. - Basic earnings per common share for the three months ended June 30, 2025, was $0.02, unchanged from the previous year[32]. Loans and Credit Losses - Net change in loans receivable held for investment was an increase of $21,298 thousand for the six months ended June 30, 2025, compared to a decrease of $59,329 thousand in the same period of 2024[17]. - The total gross loans receivable amounted to $987.1 million, a decrease of 2.1% from $1,008.7 million on December 31, 2024[48]. - The allowance for credit losses (ACL) increased to $9.88 million as of June 30, 2025, up from $8.36 million at the end of 2024, primarily due to an increase in specific reserves on individually evaluated loans[54]. - The total provision for credit losses for the six months ended June 30, 2025, was $1.52 million, contributing to the overall increase in the ACL[52]. - The total charge-offs for the six months ended June 30, 2025, were zero across various loan categories, indicating effective management of credit risk[52]. Securities and Investments - As of June 30, 2025, the total available-for-sale securities amounted to $177.977 million, with unrealized losses of $12.239 million[42]. - The amortized cost of available-for-sale investment securities was $190.030 million as of June 30, 2025, with a fair value of $177.977 million[42]. - The Company’s investment securities portfolio includes federal agency mortgage-backed securities valued at $60.418 million as of June 30, 2025[42]. - The fair value of financial instruments as of June 30, 2025, included cash and cash equivalents of $29.514 million and loans receivable held for investment valued at $955.962 million[93]. Dividends and Stock Compensation - The company declared and paid preferred dividends of $750,000 for the three months ended June 30, 2025[32]. - Stock-based compensation expense for the three months ended June 30, 2025, was $111 thousand, compared to $38 thousand for the same period in 2024[97]. - The Company recorded $210 thousand in stock-based compensation expense for the six months ended June 30, 2025, compared to $115 thousand for the same period in 2024[97]. Regulatory and Compliance - The Community Bank Leverage Ratio was 15.34% as of June 30, 2025, significantly above the minimum required ratio of 9%[104]. - The Company maintained a $449 thousand valuation allowance on its deferred tax assets due to limitations triggered by private placements[108]. - The Bank had a significant concentration of deposits with six customers, accounting for approximately 25% of its deposits as of June 30, 2025[112].

Financial Performance - For the six months ended November 30, 2025, net revenue increased by 7% to $21,522,000 compared to $20,167,000 for the same period in 2024[35] - Net income for the six months ended November 30, 2025, rose by 13% to $476,000, up from $421,000 in the prior year[33] - Operating income for the six months ended November 30, 2025, was $4,475,000, an increase from $3,849,000 in the same period last year[41] - For the three months ended November 30, 2025, net revenue increased by 36% to $11,603,000 compared to $8,549,000 in the prior year[45] - Other income for the six months ended November 30, 2025, was $808,000, an 18% increase driven by short-term investment interest income[42] Expenses - Research and development costs increased by 72% to $295,000, representing 1.4% of net revenue, compared to 0.9% in the prior year[39] - Selling, general and administrative expenses decreased by 4% to $5,128,000, accounting for 24% of net revenue, down from 27%[40] - Capital expenditures for the six-month period ended November 30, 2025, were $1,491,000, compared to $971,000 in the same period last year[53] Sales and Orders - Total sales within the U.S. increased by 15%, while total sales outside the U.S. decreased by 32% during the six-month period[35] - The company had 134 open sales orders in its backlog with a total sales value of $25.1 million as of November 30, 2025, down from $34.5 million the previous year[37] - The company's backlog of sales orders at November 30, 2025, was $25.1 million, down from $27.1 million at the end of the prior year[62] Inventory and Receivables - As of November 30, 2025, total inventory decreased by $246,000 to $7,867,000, with 88% classified as work-in-process, 5% as finished goods, and 7% as raw materials[55] - Accounts receivable decreased by $419,000 to $5,181,000, with an increase in the average days sales outstanding (DSO) from 32 days to 40 days[57][58] - Finished goods inventory increased by 48% to $388,000, while raw materials inventory decreased by 18% to $516,000[54] Project and Billing Metrics - Costs and Estimated Earnings in Excess of Billings (CIEB) dropped by 55% to $2,424,000, reflecting the normal flow of long-term projects through production[59] - Billings in Excess of Costs and Estimated Earnings (BIEC) decreased by 63% to $1,622,000, indicating a reduction in unrecognized revenues[61] - The average total sales value of projects in progress decreased from $1,846,000 to $1,394,000[62] - The aggregate percent complete for projects in progress increased from 65% to 71%[62] Liabilities - Accounts payable increased by 44% to $1,617,000 compared to the prior year-end[63] - The provision for potential inventory obsolescence was recorded at $145,000 for the six-month period ended November 30, 2025[56]

Revenue Performance - NIKE, Inc. revenues for Q2 fiscal 2026 were $12.4 billion, a 1% increase compared to $12.35 billion in Q2 fiscal 2025[86]. - NIKE Brand wholesale revenues reached $7.5 billion in Q2 fiscal 2026, up from $6.9 billion in Q2 fiscal 2025, driven by growth in North America[86]. - NIKE, Inc. revenues for Q2 FY2026 were $12.4 billion, up 1% year-over-year, with North America contributing a 4 percentage point increase, while Greater China, Converse, and APLA reduced revenues by approximately 2, 1, and 1 percentage points respectively[97]. - NIKE Brand revenues for the first six months of FY2026 were $24.1 billion, up 1% on a reported basis, with North America contributing a 3 percentage point increase[97]. - Total revenues for the three months ended November 30, 2025, increased by 9% to $5,633 million compared to $5,179 million in the same period of 2024[114]. - North America revenues increased by 9% on a currency-neutral basis, with wholesale revenues up 24% driven by marketplace management actions and expanded distribution[118]. - Total revenues for Greater China decreased 16% on a currency-neutral basis, with NIKE Direct revenues down 18% due to a 36% decline in digital sales[125]. - Total revenues for Asia Pacific & Latin America (APLA) decreased 4% on a currency-neutral basis, with NIKE Direct revenues down 5%[131]. Profitability and Margins - Gross margin for Q2 fiscal 2026 was 40.6%, down 300 basis points from 43.6% in Q2 fiscal 2025, mainly due to higher tariffs in North America[86]. - Gross margin for Q2 FY2026 was 40.6%, a decrease of 300 basis points compared to the prior year, primarily due to higher product costs and lower average selling prices[98][99]. - Total Nike Brand EBIT margin decreased to 8.0% from 11.3% in the prior year, indicating a significant decline in profitability[113]. - Gross margin contracted by 330 basis points to 40.8%, primarily due to new tariffs and lower ASP, partially offset by reduced warehousing and logistics costs[114]. - Gross profit for the first six months of fiscal 2026 was $1,301 million, down 17% from $1,565 million in the same period of fiscal 2025[122]. - Gross margin contracted by 290 basis points, primarily due to lower average selling prices (ASP) and higher product costs[124]. Income and Expenses - Net income for Q2 fiscal 2026 was $792 million, a 32% decline from $1.16 billion in Q2 fiscal 2025[92]. - The effective tax rate for Q2 fiscal 2026 was 20.7%, compared to 17.9% in Q2 fiscal 2025[92]. - Demand creation expenses increased by 13% to $1.27 billion in Q2 fiscal 2026 compared to $1.12 billion in Q2 fiscal 2025[92]. - Demand creation expense increased 13% in Q2 FY2026, attributed to higher brand and sports marketing expenses[102]. - Other (income) expense, net decreased from $8 million of income to $16 million of expense in Q2 FY2026, primarily due to unfavorable foreign currency conversion changes[107]. - Total selling and administrative expenses increased by 3% in the first six months of fiscal 2026 compared to the same period in fiscal 2025[122]. - Corporate expenses for Nike, Inc. decreased by 10% to $(508) million, compared to $(565) million in the previous year[113]. Inventory and Cash Management - NIKE's inventories as of November 30, 2025, were $7.7 billion, a 3% increase from $7.5 billion as of May 31, 2025[86]. - Cash provided by operations decreased by $642 million, primarily due to a $580 million decrease in net income and a $62 million decrease related to working capital changes[153]. - Cash used by investing activities decreased by $132 million, mainly driven by changes in short-term investments[154]. - Cash used by financing activities decreased by $1,893 million, primarily due to lower share repurchases[154]. - As of November 30, 2025, the company had cash and equivalents and short-term investments totaling $8.3 billion[160]. - The company believes existing cash and equivalents, short-term investments, and cash generated by operations will be sufficient to meet capital needs for the next twelve months[161]. Market and Segment Performance - NIKE Brand footwear revenues decreased 1% on a currency-neutral basis, with unit sales flat and lower average selling price reducing revenues by approximately 1 percentage point[97]. - NIKE Brand apparel revenues increased 4% on a currency-neutral basis, driven by a 4% increase in unit sales, while average selling price per unit remained flat[97]. - NIKE Direct revenues decreased to $4.6 billion in Q2 fiscal 2026 from $5.0 billion in Q2 fiscal 2025, primarily due to reduced traffic in NIKE Brand Digital[86]. - NIKE Direct revenues were $4.6 billion for Q2 FY2026, down 8% on a reported basis, primarily due to a 14% decline in NIKE Brand Digital sales and a 3% decline in NIKE store sales[97]. - Footwear revenues rose by 9% on a currency-neutral basis, with unit sales increasing by 14%, although lower average selling price (ASP) per pair reduced revenues by approximately 5 percentage points[118]. - Converse revenues decreased 30% to $300 million in the three months ended November 30, 2025, compared to $429 million in the same period of 2024, with a 31% decrease on a currency-neutral basis[134]. - Direct to consumer revenues for Converse decreased 29% on a currency-neutral basis, reflecting reduced traffic in North America and Western Europe[135][141]. Corporate and Debt Information - The company’s long-term debt ratings are A+ and A2, with a downgrade from A1 to A2 by Moody's Investor Services in November 2025[157]. - The company has a $3 billion commercial paper program, with no borrowings outstanding as of November 30, 2025[158]. - As of November 30, 2025, the company had no off-balance sheet arrangements that could materially affect financial condition[163].

SUNRISE NEW ENERGY CO., LTD. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | | As of | As of | | --- | --- | --- | | | June 30, | December 31, | | | 2025 | 2024 | | ASSETS | | | | CURRENT ASSETS | | | | Cash and cash equivalents | $ 19,921,398 | $ 1,264,463 | | Restricted cash | 7,486,988 | 8,096,121 | | Accounts receivable, net | 23,305,855 | 28,992,149 | | Notes receivable | 1,267,601 | 2,381,940 | | Inventories, net | 30,335,511 | 17,660,390 | | Due from related parties | 1,031,892 | 542,108 | | Prepai ...

Financial Performance - Total sales increased by 7.3% to $3.10 billion for the second quarter of fiscal 2026, and by 8.9% to $6.15 billion for the first six months, compared to $2.89 billion and $5.65 billion for the same periods in fiscal 2025[106] - Net earnings from continuing operations were $237.4 million for the second quarter and $495.3 million for the first six months of fiscal 2026, up from $215.7 million and $423.3 million in the same periods of fiscal 2025[106] - Diluted net earnings per share from continuing operations were $2.03 for the second quarter and $4.23 for the first six months of fiscal 2026, compared to $1.82 and $3.57 for the same periods in fiscal 2025[106] Sales Growth Expectations - The company expects sales growth for fiscal 2026 to be between 8.5% and 9.3%, with same-restaurant sales growth projected between 3.5% and 4.3%[107] Restaurant Operations - The company-owned restaurant count increased to 2,182 as of November 23, 2025, from 2,159 at the end of fiscal 2025, reflecting the addition of 103 Chuy's locations[102] - Olive Garden's sales increased by 5.4% to $1.36 billion for the second quarter, driven by a 1.7% increase in same-restaurant guest counts and a 3.0% increase in average check[110] - LongHorn Steakhouse's sales rose by 9.3% to $775.9 million for the second quarter, supported by a 3.8% increase in same-restaurant guest counts[111] - Fine Dining segment sales increased by 3.3% to $316.2 million for the second quarter, primarily due to revenue from new restaurants[112] - Other Business segment sales grew by 11.3% to $647.3 million for the second quarter, largely driven by the addition of Chuy's[113] Capital Expenditures - Capital expenditures for new restaurant openings and technology initiatives are expected to be between $750 million and $775 million for fiscal 2026[107] - Capital expenditures increased to $375.0 million for the first six months of fiscal 2026, up from $314.5 million in the same period of fiscal 2025, reflecting increased spending on new restaurant construction and remodels[138] Cost Management - Food and beverage costs as a percentage of sales increased to 31.1% for the three months ended November 23, 2025, compared to 30.2% for the same period in 2024[117] - Restaurant labor costs as a percentage of sales rose to 32.2% for the three months ended November 23, 2025, from 32.1% in the prior year[117] - General and administrative expenses decreased to 3.8% of sales for the three months ended November 23, 2025, down from 5.0% in the same period of 2024[117] Tax and Discontinued Operations - The effective income tax rate for continuing operations increased to 12.8% for the three months ended November 23, 2025, compared to 12.3% for the same period in 2024[119] - The company reported losses from discontinued operations of $0.2 million for the second quarter of fiscal 2026, down from $0.6 million in the same quarter of fiscal 2025[121] Profit Margins - Olive Garden's segment profit margin increased to 21.8% for the three months ended November 23, 2025, compared to 21.5% in the prior year[124] Credit and Financing - The company entered into a $1.25 billion Revolving Credit Agreement on October 23, 2023, with no outstanding balances as of November 23, 2025[129] - As of November 23, 2025, the company had $812 million of credit available under the Revolving Credit Agreement after considering commercial paper and letters of credit[129] - The company targets an investment-grade bond rating, with current ratings of "Baa2" from Moody's and "BBB" from both Standard & Poor's and Fitch[128] Cash Flow - Net cash flows provided by operating activities from continuing operations increased to $663.2 million for the first six months of fiscal 2026, compared to $661.8 million for the same period in fiscal 2025[136] - Net cash flows used in investing activities from continuing operations were $363.9 million for the first six months of fiscal 2026, a significant decrease from $939.3 million in the first six months of fiscal 2025[138] - Net cash flows used in financing activities from continuing operations were $314.9 million for the first six months of fiscal 2026, compared to net cash provided by financing activities of $298.9 million for the same period in fiscal 2025[139] Share Repurchase - The company authorized a new share repurchase program allowing for the repurchase of up to $1 billion of outstanding common stock, with 2 million shares repurchased in the first six months of fiscal 2026[141] Current Assets and Liabilities - Current assets totaled $1.04 billion as of November 23, 2025, an increase from $937.7 million as of May 25, 2025, primarily due to higher prepaid income taxes and inventories[143] - Current liabilities increased to $2.65 billion as of November 23, 2025, from $2.25 billion as of May 25, 2025, driven by an increase in short-term debt[144] Future Earnings Risks - The potential losses in future net earnings from changes in equity forwards and commodity instruments were approximately $65.2 million over a one-year period as of November 23, 2025[150] - The fair value of long-term fixed-rate debt outstanding averaged $2.18 billion, with a high of $2.20 billion and a low of $2.14 billion during the six months of fiscal 2026[150]

Supplier Relationships and Supply Chain Risks - In the fiscal years ended June 30, 2025 and 2024, 5.9% and 15.3% of distribution sales derived from products purchased from the top supplier, with the top ten largest suppliers accounting for approximately 39% and 64% of sales, respectively[159]. - The company relies on agricultural inputs manufacturers, and any interruptions in supply could adversely affect operations and profitability, particularly if timely deliveries are not maintained[176]. - The company may face challenges in maintaining relationships with suppliers, which could impact the ability to expand the commercial product portfolio and distribution networks[162]. - The geopolitical tensions, including the ongoing wars in Ukraine and the Middle East, could adversely affect global supply chains and the availability and prices of agricultural commodities[163]. - Transportation costs significantly impact the final cost of agricultural inputs, and disruptions in logistics could adversely affect sales volumes and customer relationships[174]. - The company is subject to risks from suppliers engaging in improper practices, which could adversely affect reputation and business performance[179]. Financial Performance and Growth - Fertilizers represented approximately 21% of revenues in the fiscal year ended June 30, 2025, compared to 22% in the previous fiscal year, with an increase in total volume sold during the 2024/2025 harvest[164]. - The company’s revenue growth rate is expected to slow as the business matures, with potential declines due to factors such as slowing demand and increased competition[197]. - The company’s financial results may not be indicative of future performance due to its limited operating history as a consolidated entity[197]. - The company is dependent on the operations of its subsidiaries for funds to pay operating expenses and dividends, which may be restricted under future financing arrangements[196]. Regulatory and Compliance Risks - The company is subject to extensive agricultural, environmental, health, and safety regulations, which may lead to civil, criminal, and administrative liabilities if not complied with[218]. - Non-compliance with environmental laws can result in fines up to R$150 million and other administrative sanctions, adversely affecting operations[222]. - The company may incur additional costs due to new health and safety regulations, impacting operating and financial results[223]. - The company may not be able to obtain necessary regulatory approvals for its products, leading to delays and increased costs[217]. - The company is subject to various health and environmental risks associated with its production and handling of agrichemical products, requiring compliance with multiple regulatory bodies in Brazil[224]. - The company may incur substantial costs if it fails to comply with approved product labels and regulations, leading to civil or criminal penalties[226]. - Compliance with anti-corruption and anti-bribery laws is critical, as violations could result in significant legal liabilities for the company[244]. - The company is subject to penalties under the Brazilian General Data Protection Law (LGPD), including fines of up to 2% of revenue, with a cap of R$50,000,000[261]. - The company may incur costs to correct breaches of privacy laws, which could expose it to uninsured liability and regulatory scrutiny[264]. - The company relies on employees and counterparties to comply with anti-money laundering and sanctions laws, increasing the risk of regulatory breaches[246]. - The company is in the process of implementing systems to comply with the LGPD, but there is uncertainty regarding the adequacy of these efforts[262]. Operational Challenges and Risks - The company must accurately forecast and manage inventory to avoid shortfalls or surpluses, which could harm business operations and customer relationships[178]. - The company may incur significant losses from product recalls due to contamination or misbranding, which could also harm its reputation[187]. - The company faces risks related to the approval processes for its private label products, which could negatively affect its business and financial results[183]. - The company may face significant operational and managerial demands during the implementation of the extrajudicial reorganization plan, with no assurance of achieving intended benefits[210]. - The company faces challenges in negotiating lease agreements for properties, which could adversely affect operations and financial results[205]. - Risks associated with acquisitions include potential undisclosed liabilities and integration difficulties, which could disrupt business and harm financial condition[211]. Economic and Market Conditions - The company has experienced economic instability in Latin America, with recent slowdowns in economic growth rates and some countries entering mild recessions, which could adversely affect operations[284]. - Brazil's inflation rates were reported at 4.8%, 4.6%, and 5.8% for the years ending December 31, 2024, 2023, and 2022, respectively, with the SELIC rate reaching 14.74% as of the date of the annual report[300]. - Colombia's inflation was recorded at 13.1% in 2022, 9.3% in 2023, and 5.2% in 2024, indicating a gradual deceleration following aggressive monetary tightening[301]. - The Brazilian currency experienced a depreciation of 27.9% against the U.S. dollar during the year ended December 31, 2024, followed by an 11.9% appreciation by June 30, 2025[307]. - Brazil's sovereign credit rating was upgraded to BB with a stable outlook by Standard & Poor's in December 2023, indicating improved fiscal management and macroeconomic stability[303]. - Colombia's credit ratings have weakened, with S&P and Fitch rating it at BB+ with negative outlooks as of March 2025, reflecting rising fiscal pressures and weaker-than-expected growth[303]. - Persistent inflation in Latin America has contributed to rising operational costs, particularly in labor, which is a significant cost component for the company[305]. - The Brazilian government has maintained a restrictive monetary policy with high interest rates, which has historically restricted credit availability and reduced economic growth[300]. - Economic and political instability in Brazil has historically influenced investor confidence, leading to heightened volatility in securities offered by companies with significant operations in the region[295]. Shareholder and Corporate Governance Issues - The concentration of ownership by the Lavoro Original Shareholders, who own approximately 86.3% of the outstanding Ordinary Shares, limits other shareholders' influence on corporate matters[324]. - The company incurs significant legal, accounting, and compliance costs as a public entity, which may affect its financial condition[319]. - The company is subject to different disclosure requirements as a foreign private issuer, which may result in less frequent reporting compared to U.S. domestic registrants[326]. - The company prepares financial statements in accordance with IFRS and is not required to reconcile them to U.S. GAAP, potentially affecting investor perceptions[329]. - The company may lose its foreign private issuer status, which would require compliance with the Exchange Act's domestic reporting regime, incurring significant legal and accounting expenses[331]. - The Lavoro Original Shareholders own 86.3% of the total outstanding Ordinary Shares, leading to a limited public float and low trading volume[336]. - As of June 30, 2025, the closing price of the Ordinary Shares was US$2.20, significantly below the initial public offering price of approximately US$10.00 per share[337]. - The company received notices of non-compliance from Nasdaq due to delayed filings, including a Form 6-K and Form 20-F, which could lead to delisting if not resolved[345][346]. - The minimum closing bid price for the Ordinary Shares is currently less than US$1.00, risking further non-compliance with Nasdaq's Listing Rules[347]. - The company filed a plan with Nasdaq to regain compliance, requiring the filing of interim financial information and Form 20-F by December 29, 2025[346]. - An active trading market for the Ordinary Shares may not be sustained, impacting investors' ability to resell their shares at desired prices[343]. - Delisting from Nasdaq could negatively impact liquidity, market price, and the company's ability to raise equity financing[348]. - The company does not anticipate paying dividends in the foreseeable future, expecting to retain most of its available funds and future earnings for business development and growth[355]. - The board of directors has complete discretion over dividend distribution, with future dividends dependent on operational results, cash flow, capital requirements, and other relevant factors[356]. - Shareholders of the company have limited rights under Cayman Islands law to inspect corporate records and accounts, which may hinder their ability to gather necessary information for shareholder motions[353]. - Minority shareholders face restrictions in bringing derivative actions against the board of directors, and class actions are not recognized in the Cayman Islands[354]. - The rights of shareholders to take action against directors and the fiduciary responsibilities of directors are less clearly established under Cayman Islands law compared to U.S. jurisdictions[350]. - The company conducts a majority of its operations through subsidiaries outside the United States, primarily in Brazil, which may complicate legal actions for shareholders[349]. - Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with court-sanctioned reorganizations, making it difficult to assess the value of shares in mergers[352]. - The common law of the Cayman Islands, which governs corporate affairs, is derived from limited judicial precedent, affecting the clarity of shareholder rights[350]. - The company’s assets and a majority of its directors and officers are located outside the United States, potentially limiting shareholders' ability to enforce rights[349]. - There is no guarantee that the company's ordinary shares will appreciate in value or that their trading price will not decline[356].

Company Structure and Operations - EZGO operates as a holding company incorporated in the BVI, with all operations and assets located in China through its subsidiaries[51]. - EZGO HK holds 95.24% of the equity interests in Changzhou EZGO and 100% of Changzhou Langyi, which are involved in manufacturing and selling battery packs and IoT-related products[52]. - The VIE Agreements were terminated on September 25, 2025, due to declining sales of e-bicycles, leading to operations solely through non-VIE subsidiaries[56]. - The VIE structure previously allowed EZGO to consolidate financial results under U.S. GAAP, but the termination may impact future financial reporting[65]. - The VIE Exclusive Management Agreement stipulates that the VIE pays service fees set at 95% of after-tax profits, adjusted at Changzhou EZGO's discretion[66]. - The Loan Agreement allows Changzhou EZGO to provide loans to the VIE at an annual interest rate of 24%, with a term of 20 years[70]. - The equity holders of the VIE have pledged 100% of their equity interests to Changzhou EZGO to guarantee performance under the VIE Agreements[67]. - Changzhou EZGO has established a contractual relationship with all equity holders of the VIE, allowing it to exercise voting rights and other rights as an equity holder[72]. - The termination of the VIE Agreements and potential conflicts of interest with equity holders may adversely affect EZGO's business and financial condition[72]. Financial Performance - For the fiscal year ended September 30, 2025, consolidated net revenues were $22,725,157, with a gross profit of $1,380,847[79]. - The operating loss for the same fiscal year was $3,649,180, leading to a net loss attributable to EZGO's shareholders of $8,692,370[79]. - For the fiscal year ended September 30, 2024, the consolidated net revenues were $21,134,425, with a gross profit of $1,509,283[83]. - The operating loss for the fiscal year 2024 was $4,217,071, with a net loss attributable to EZGO's shareholders of $7,284,792[83]. - For the fiscal year ended September 30, 2023, consolidated net revenues were $15,920,659, with a gross profit of $1,139,399[84]. - The company reported a net loss of $7,258,313, with a loss attributable to EZGO's shareholders amounting to $6,783,086[84]. - Operating expenses totaled $5,931,477, leading to a loss from operations of $4,792,078[84]. - The total cost of revenues for the fiscal year 2025 was $21,344,310, indicating a significant operational scale[79]. - The share of losses from subsidiaries for the fiscal year 2025 amounted to $13,094,813, reflecting challenges in subsidiary performance[79]. Cash Flow and Assets - Current assets as of September 30, 2023, were $37,550,743, while total assets amounted to $69,059,678[84]. - The working capital deficit was reported at $495,987, indicating financial strain[84]. - Amounts due from subsidiaries totaled $24,366,787, with significant intercompany eliminations[84]. - The company reported a cash inflow from the disposal of a subsidiary amounting to $184,487 for the fiscal year ended September 30, 2025[86]. - For the fiscal year ended September 30, 2023, total cash provided by operating activities was $6,720,013, while cash used in operating activities was $(7,644,249), resulting in a net cash outflow of $(924,236)[89]. - The total cash used in investing activities amounted to $(21,189,116), which included purchases of long-term investments of $(12,113,425) and cash paid for advances on customized equipment purchases of $(7,221,017)[89]. Regulatory Environment and Compliance - The legal environment in the PRC poses risks regarding the enforceability of the VIE Agreements, which could materially affect EZGO's operations and financial condition[63]. - Recent regulatory developments in China include enhanced supervision over China-based companies listed overseas and new measures for cybersecurity reviews, which may impact business operations[105]. - The Overseas Listing Regulations require issuers to fulfill filing procedures within three working days after applying for an initial public offering in an overseas market, potentially adding compliance burdens[109]. - The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies, which may limit the company's ability to pay dividends in foreign currencies[104]. - The Anti-Monopoly Law requires foreign investors to notify the SAMR of any change-of-control transactions, making M&A activities more complex[106]. - The Measures for Cybersecurity Review stipulate that online platform operators controlling personal information of over one million users must undergo a cybersecurity review before listing abroad, but the company does not meet this threshold[108]. - The PRC government has not explicitly required approval for overseas listings or securities offerings, but future regulations may impact EZGO's operations and ability to accept foreign investments[113]. - EZGO's operations are subject to significant risks due to the evolving legal and regulatory environment in China, which could adversely affect its business and financial condition[120]. Market and Competition - The company may incur losses in the future and faces intense competition in the electric bicycle accessories market, which could adversely affect its market share and financial performance[122]. - The company relied on four major customers for battery sales, accounting for approximately 30%, 27%, 20%, and 12% of sales for the fiscal year ended September 30, 2025[209]. - The company relied on two major customers for e-bicycle sales, which accounted for approximately 56% and 36% of sales revenue for the fiscal year ended September 30, 2025[210]. - The company anticipates significant operating expenses due to public company requirements and efforts to develop and market products, which may lead to future net losses[202]. Internal Controls and Risks - Material weaknesses in internal control over financial reporting have been identified, which could lead to inaccurate financial reporting and potential fraud[219]. - The company lacks sufficient financial reporting personnel knowledgeable in U.S. GAAP, which is a significant material weakness[220]. - The company has limited insurance coverage, exposing it to significant costs and potential business disruptions[225]. - Cybersecurity incidents could materially damage user relationships and adversely affect the company's operating results[224]. Shareholder and Stock Performance - EZGO's Ordinary Shares received a notification from Nasdaq on October 18, 2023, for non-compliance with the minimum bid price requirement of $1.00 per share, with a deadline to regain compliance by April 15, 2024[243]. - A reverse share split at a ratio of 1-for-40 was approved on March 22, 2024, reducing the issued and outstanding Ordinary Shares from 102,165,549 to approximately 2,554,139[244]. - On March 26, 2024, Nasdaq initiated the delisting process due to the Ordinary Shares closing at $0.10 or less for ten consecutive trading days[245]. - EZGO regained compliance with the minimum bid price requirement on May 1, 2024, leading to the cancellation of the scheduled hearing before the Nasdaq Hearings Panel[246]. - On December 30, 2024, EZGO received another notification from Nasdaq for non-compliance with the minimum bid price requirement, with a new deadline of June 30, 2025, to regain compliance[247].