Operations and Facilities - As of September 30, 2024, the company operates 276 facilities across 15 states, serving over 26,400 patients daily[240] - The company added 46 stand-alone skilled nursing operations and 22 assisted living facilities during the nine months ended September 30, 2024, increasing capacity by 4,390 skilled nursing beds and 1,508 assisted living beds[248] - Subsequent to September 30, 2024, the company expanded operations by adding 45 facilities, contributing 5,030 skilled nursing beds and 271 assisted living beds[249] - The number of facilities at period end rose to 249, representing a 26.4% increase from 197 in the previous year[255] - The company acquired 75 facilities since September 30, 2023, contributing to improved operational performance[314] Financial Performance - Skilled nursing services revenue for the three months ended September 30, 2024, was $1,010,277, reflecting a 28.9% increase from $783,834 in the same period of 2023[252] - Skilled nursing services revenue for the nine months ended September 30, 2024, increased to $2,849,806, a 26.9% increase from $2,245,707 in 2023[255] - Total revenue for the three months ended September 30, 2024, was $1.026 billion, a 30.0% increase from $789.2 million in the same period of 2023[279] - Patient and resident service revenue increased by $235.3 million to $1.0 billion for the three months ended September 30, 2024, a 29.8% increase compared to the same period in 2023[280] - Patient and resident service revenue increased by $621.8 million to $2.9 billion for the nine months ended September 30, 2024, a 27.5% increase compared to the same period in 2023[291] - Total revenue for the nine months ended September 30, 2024, was $2.88 billion, a 27.6% increase from $2.26 billion in the same period of 2023[291] Occupancy and Patient Metrics - The occupancy rate for skilled nursing services was 90.5% for the three months ended September 30, 2024, compared to 90.4% in the prior year[252] - Occupancy rate for skilled nursing services decreased slightly to 90.8% from 91.2% year-over-year[255] - Actual patient days for skilled nursing services increased to 6,165,899, a 26.5% rise from 4,873,494 in the previous year[255] - Available patient days for the total facilities increased by 1,442,887 to 6,788,832, a 27.0% increase[255] Revenue Sources and Mix - Approximately 72% of SNF revenue in 2022 was derived from government sources, with Medicaid accounting for 51% and Medicare for 21%[245] - The skilled mix by revenue increased to 50.5% for the three months ended September 30, 2024, up from 49.4% in the same period of 2023[252] - For the three months ended September 30, 2024, Medicare revenue as a percentage of total skilled mix increased to 33.3% from 31.8% in 2023[256] - The skilled mix by revenue for new facilities was 39.3% in 2024, down from 54.6% in 2023[256] Cost and Expenses - Cost of services increased by $211.1 million to $849.6 million, a 33.1% rise compared to the same period in 2023, primarily due to increased salaries and wages[285] - General and administrative expenses rose by $21.0 million to $70.6 million for the three months ended September 30, 2024, with stock compensation expense accounting for $12.3 million of the increase[287] - Rent - cost of services increased to $72.6 million for the three months ended September 30, 2024, compared to $58.4 million in the same period of 2023, driven by new facility additions[286] - Operating expenses increased by $717.7 million to $2.83 billion for the nine months ended September 30, 2024, representing a 34.0% increase compared to the prior year[291] Profitability and Income - Net income decreased by 75.7% to $19.2 million for the nine months ended September 30, 2024, down from $78.7 million in the same period of 2023[291] - The effective tax rate increased to 52.5% for the nine months ended September 30, 2024, compared to 27.1% for the same period in 2023[303] Cash Flow and Financing - Cash and cash equivalents were $49.5 million as of September 30, 2024, compared to $355.7 million as of September 30, 2025[307] - Net cash provided by operating activities for the nine months ended September 30, 2024, was $302.8 million, an increase of $229.4 million compared to the same period in 2023[314] - Net cash used in investing activities for the nine months ended September 30, 2024, was $338.3 million, an increase of $225.5 million compared to the same period in 2023, driven by $140.3 million for real estate acquisitions[316] - The company is in discussions with lenders regarding amendments to its credit facility, with potential borrowing capacity of up to $586.7 million[308] - The total long-term debt additions during the nine months ended September 30, 2024, amounted to $70.1 million, with favorable terms compared to existing debt[319] Market Trends and Industry Insights - The skilled nursing facility industry in the U.S. has seen a decline in the number of facilities from approximately 15,650 in 2017 to about 14,800 in 2024, indicating a growing demand for skilled nursing services[244] - The company’s operational model focuses on acquiring underperforming facilities and converting them into higher-value transitional care facilities, enhancing clinical quality and operational metrics[241]

Revenue and Profitability - For the three months ended September 30, 2025, revenues amounted to $6.1 million, a 48.8% increase from $4.1 million in the same period of 2024[270]. - Gross profit for the same period was $1.1 million, compared to $0.5 million in 2024, reflecting a significant improvement in profitability[270]. - Total revenue increased by $2.0 million, or 49.5%, from $4.1 million in Q3 2024 to $6.1 million in Q3 2025[294]. - Revenue from cross-border freight solutions rose by $0.7 million, or 16.7%, from $4.1 million in Q3 2024 to $4.8 million in Q3 2025, driven mainly by cross-border airfreight solutions[297]. - Revenue from cross-border ocean freight solutions decreased by $0.4 million, or 21.9%, from $1.8 million in Q3 2024 to $1.4 million in Q3 2025, due to a drop in processed volume from 1,430 TEU to 1,331 TEU[298]. - Revenue from cross-border airfreight solutions increased by $1.1 million, or 48.2%, from $2.2 million in Q3 2024 to $3.3 million in Q3 2025, despite a decrease in volume from approximately 7,273 tons to 5,776 tons[299]. - Revenue from Asia-based customers for cross-border freight solutions increased by $1.2 million, or 43.0%, from $2.8 million in Q3 2024 to $4.0 million in Q3 2025[301]. - Revenue from U.S.-based customers for cross-border freight solutions decreased by $0.5 million, or 41.4%, from $1.2 million in Q3 2024 to $0.7 million in Q3 2025[303]. - Total gross profit increased by $586.2 million, or 112.2%, from $522.5 million in Q3 2024 to $1.1 million in Q3 2025[296]. Operating Expenses and Losses - Total operating expenses rose by $530.3 million, or 28.7%, from $1.9 million in Q3 2024 to $2.4 million in Q3 2025[294]. - Net loss for Q3 2025 was $1.4 million, compared to a net loss of $1.3 million in Q3 2024, reflecting a slight increase in loss by $21,809[294]. - Selling expenses amounted to $0.2 million for the three months ended September 30, 2025, driven by salaries, software, and advertising expenses related to the new pharmaceutical distribution service[309]. - General and administrative expenses increased by $0.3 million, or 14.7%, from $1.8 million for the three months ended September 30, 2024, to $2.1 million for the same period in 2025[310]. - Interest expenses increased by $168,331, or 598.8%, from $28,110 for the three months ended September 30, 2024, to $196,441 for the same period in 2025[313]. Cash Flow and Financial Position - Net cash used in operating activities was $4,016,518 for the three months ended September 30, 2025, compared to $1,402,784 in the same period of 2024[322]. - Cash balance as of September 30, 2025, was $4.5 million, with current assets of $15.0 million and current liabilities of $9.8 million, resulting in a current ratio of 1.5[319]. - Net cash used in investing activities was $108,800 for the three months ended September 30, 2025, primarily due to an additional loan to a third party[326]. - Net cash provided by financing activities decreased to $3,672,316 for the three months ended September 30, 2025, from $4,044,402 in the same period of the prior year, primarily due to a smaller scale of financing activities[327]. - Capital expenditures were nil for the three months ended September 30, 2025, compared to $38,279 for the same period in 2024[328]. - The company expects capital expenditures to increase in the future as the business develops and plans to fund these expenditures with existing cash, loan proceeds, and private placements[329]. Business Operations and Market Environment - As of September 30, 2025, the company had fulfilled over 58,500 cross-border supply chain solution orders with an aggregate assessed value of $1.0 billion[269]. - The company has established collaborations with almost all major global ocean and air carriers, forwarding 37,300 TEU of container loads and 75,100 tons of air cargo as of September 30, 2025[267]. - The introduction of a new revenue stream from the distribution of pharmaceutical and medical products began in fiscal year 2025, creating opportunities but also exposing the company to additional risks[272]. - The U.S. has permanently eliminated the $800 de minimis threshold for duty-free shipments, increasing customs processing complexity and potentially reducing low-value parcel volumes[284]. - Recent U.S. tariff policies have created a challenging trade environment, significantly disrupting U.S.-China commerce and increasing operational complexities[282]. - The company aims to expand its customer base and improve service quality to achieve sustainable business growth, having served over 400 customers as of September 30, 2025[271]. - The company plans to continue monitoring the impact of COVID-19 and adapt its business operations as necessary to maintain service levels and profitability[281]. Accounting and Financial Reporting - The company prepares its financial statements in conformity with U.S. GAAP, which requires significant judgments and estimates that could materially affect reported amounts[330]. - Critical accounting estimates may have a material impact on the presentation of financial condition and results of operations, particularly those requiring subjective judgments[331]. - Common stock warrants are classified as either equity or liability instruments based on specific terms and assessments, with equity-classified warrants estimated using the Black-Scholes option-pricing model[332]. - The fair value of equity-classified warrants is determined at issuance, reflecting assumptions about market conditions and the company's stock[332]. - The company periodically reviews new accounting standards and their applicability to its financial statements[334].

Revenue Performance - For the nine months ended September 30, 2025, total revenue was $1,801,769, a decrease from $1,944,333 for the same period in 2024, primarily due to minimal contributions from the Vermont Renewable Gas project [307]. - Revenue from the Heat Recovery Solutions (HRS) segment was $805,975 for the nine months ended September 30, 2025, compared to $158,829 for the same period in 2024, reflecting higher product sales [317]. - Revenue from the CETY Renewables segment was $409,699 for the nine months ended September 30, 2025, down from $590,985 for the same period in 2024, expected to stabilize until construction activities commence [319]. - Revenue from the natural gas business was $586,095 for the nine months ended September 30, 2025, a decrease from $1,185,178 for the same period in 2024, due to macroeconomic factors and a strategic focus shift [321]. - CETY anticipates stronger revenue contributions from its Waste-to-Energy, Heat Recovery, and EPC segments in the latter half of the year, expected to deliver higher gross margins [311]. Profitability and Loss - Gross profit for the nine months ended September 30, 2025, was $1,135,315, an increase from $641,575 for the same period in 2024, driven by higher-margin refurbished systems sales [308]. - The net loss for the nine months ended September 30, 2025, was $3,522,342, slightly improved from a net loss of $3,550,669 for the same period in 2024 [310]. - The net loss for the nine months ended September 30, 2025, was $3,522,342, a slight improvement from a net loss of $3,550,669 in 2024 [335]. Operating Expenses - Operating expenses for the nine months ended September 30, 2025, were $3,301,052, compared to $3,193,447 for the same period in 2024, with increases attributed to consulting costs related to a potential acquisition [309]. - Selling, General and Administrative (SG&A) expenses for the nine months ended September 30, 2025, totaled $3,301,052, an increase of 3.4% from $3,193,447 in 2024 [327]. - Salary expenses decreased by 10.2% to $1,329,800 for the nine months ended September 30, 2025, compared to $1,481,316 in 2024 [328]. - Professional fees rose significantly to $1,073,709 for the nine months ended September 30, 2025, compared to $484,990 in 2024, primarily due to consulting costs related to a potential acquisition [330]. - Interest and finance fees increased to $2,399,193 for the nine months ended September 30, 2025, from $902,002 in 2024, attributed to larger interim financings [334]. Cash Flow and Financial Position - Net cash used in operating activities was $(6,218,085) for the nine months ended September 30, 2025, compared to $(2,788,608) in 2024, indicating increased cash outflow [337]. - The company recorded derivative liabilities of $924,588 for the nine months ended September 30, 2025, compared to $0 in 2024, due to new convertible instruments [333]. - As of September 30, 2025, the company had outstanding customer deposits of $197,220, up from $30,061 in 2024, reflecting increased customer commitments [365]. - The company expects to recognize $33,000 of deferred revenue in the fourth quarter of 2025, consistent with contract terms [364]. Strategic Initiatives - The company has an estimated backlog of $10 million associated with the Vermont Renewable Gas project, currently under review for a Certificate of Public Good [307]. - CETY's four-segment strategy is believed to create operational synergies and cross-selling opportunities, contributing to growth in non-China operations [314]. - The company plans to continue funding operations through equity sales, which may result in dilution for existing shareholders [379]. Accounting and Compliance - The company is engaged in the Engineering, Procurement, and Construction (EPC) of biomass power facilities, recognizing revenue according to ASC 606 standards [352]. - There are no significant off-balance sheet arrangements that could materially affect the company's financial condition or results of operations [380]. - The company believes that the impact of recently issued accounting standards will not materially affect its consolidated financial position or results of operations upon adoption [381]. Investment and Consolidation - JHJ made an investment of RMB 3.91 million ($0.55 million) into Shuya during the year ended December 31, 2022, with Shuya reporting a net loss of approximately $10,750, of which about $5,000 was allocated to JHJ [369]. - Effective January 1, 2023, JHJ, SSET, and Xiangyueheng entered a Consistent Action Agreement to consolidate their voting rights in Shuya, allowing JHJ to consolidate Shuya as a variable interest entity (VIE) [370][371]. - The acquisition of Shuya was accounted for using the acquisition method, with the fair value of non-controlling interests recorded at $650,951 and the fair value of previously held equity investment at $556,096, totaling $1,207,047 [375]. - The total identifiable net assets recognized at the acquisition date were valued at $1,207,047, with no goodwill recognized [375]. - On January 1, 2024, the Termination Agreement was executed, resulting in JHJ holding less than 50% of the voting rights in Shuya, leading to the decision not to consolidate Shuya in future financial statements [377].

Financial Performance - Consolidated revenues decreased by 7% to $34.3 billion in fiscal 2025 compared to $36.8 billion in fiscal 2024[166] - Pre-tax income fell by 25% to $4.7 billion, with a pre-tax operating margin of 13.8% compared to 17.1% in the previous year[175] - Net sales orders decreased by 4% to 83,423 homes, with the value of net sales orders declining by 6% to $30.8 billion[175] - Home sales revenue fell to $31.4 billion (84,863 homes closed) in fiscal 2025, down from $33.9 billion (89,690 homes closed) in fiscal 2024, primarily due to a 5% decrease in closings volume and a 2% decrease in average selling price[190] - Pre-tax income decreased to $4.7 billion in fiscal 2025 from $6.3 billion in fiscal 2024, with contributions from homebuilding, rental, financial services, and Forestar businesses[246] Home Sales and Orders - Homes closed decreased by 5% to 84,863, with an average closing price of $370,400, down 2% from the prior year[175] - Home sales gross margin decreased to 21.5% from 23.5% due to increased sales incentives[168] - The average selling price of homes closed in fiscal 2025 was $370,400, a 2% decrease from $378,000 in fiscal 2024[190] - The cancellation rate for sales orders remained stable at 18% for fiscal 2025, consistent with the previous year[182] - Sales order backlog as of September 30, 2025, was 10,785 homes valued at $4.12 billion, representing an 11% decrease in homes and a 14% decrease in value compared to 2024[187] Regional Performance - Homebuilding revenues decreased by 3% in the Northwest region for fiscal 2025, generating pre-tax income of $395.7 million compared to $420.8 million in fiscal 2024[207] - Homebuilding revenues in the Southwest region decreased by 6% in fiscal 2025, with pre-tax income dropping to $517.1 million from $703.5 million in fiscal 2024[208] - The South Central region experienced a 10% decrease in homebuilding revenues, resulting in pre-tax income of $964.6 million, down from $1.3 billion in fiscal 2024[209] - Southeast region homebuilding revenues fell by 21% in fiscal 2025, with pre-tax income decreasing to $839.9 million from $1.4 billion in fiscal 2024[210] - The East region saw a slight increase of 1% in homebuilding revenues, generating pre-tax income of $834.0 million compared to $1.1 billion in fiscal 2024[212] - The North region reported a 15% increase in homebuilding revenues, with pre-tax income rising to $583.6 million from $498.4 million in fiscal 2024[213] Financial Services - Financial services revenues decreased by 5% to $841.2 million, with pre-tax income at $278.7 million compared to $311.2 million[179] - Total revenues from financial services decreased by 5% to $841.2 million in fiscal 2025 from $882.5 million in fiscal 2024[236] - Financial services pre-tax income decreased to $278.7 million in fiscal 2025 from $311.2 million in fiscal 2024, a decline of approximately 10%[236] - Other income from financial services operations fell by 12% to $88.9 million in fiscal 2025, down from $101.1 million in the prior year, primarily due to reduced interest income on loan origination volume[243] Inventory and Assets - Total homebuilding inventories as of September 30, 2025, amounted to $20.3 billion, compared to $20.0 billion in 2024[216] - Approximately 19,600 homes were unsold in inventory as of September 30, 2025, compared to 25,700 unsold homes in 2024[221] - The total remaining purchase price of lots controlled through land and lot purchase contracts was $26.0 billion as of September 30, 2025, up from $25.2 billion in 2024[219] - Forestar's inventory totaled $2.6 billion at September 30, 2025, an increase from $2.3 billion in 2024[232] Cash Flow and Financing - Cash provided by operating activities increased to $3.4 billion from $2.2 billion in fiscal 2024[167] - Net cash provided by operating activities was $3.4 billion, an increase from $2.2 billion in fiscal 2024, primarily driven by net income[285] - Net cash used in financing activities in fiscal 2025 was $4.8 billion, including $4.3 billion for share repurchases and $1.0 billion for repayment of homebuilding senior notes[289] - The company repurchased 30.7 million shares at a total cost of $4.3 billion during fiscal 2025, with $3.3 billion remaining under the stock repurchase authorization[263] Debt and Interest - Interest incurred increased 104% to $103.1 million in fiscal 2025 from $50.5 million in fiscal 2024, driven by a rise in the weighted average interest rate and a 33% increase in average debt[203] - The company had outstanding notes payable totaling $6.0 billion as of September 30, 2025, with $1.6 billion due within 12 months[252] - Forestar's ratio of debt to total capital increased to 31.2% at September 30, 2025, compared to 30.7% in the previous year[269] Tax and Legal Matters - The effective tax rate remained stable at 23.6% in fiscal 2025 compared to 23.5% in fiscal 2024, with income tax expenses of $1.1 billion and $1.5 billion, respectively[247] - The new law terminating the energy efficient home tax credit is expected to reduce tax benefits starting in fiscal 2026, with benefits of $39.5 million in fiscal 2025 compared to $70.4 million in 2024[249] - The company reported reserves for approximately 875 pending construction defect claims, with costs totaling $57.2 million for resolved claims during fiscal 2025[319] - The company has established reserves for legal claims, with approximately 98% related to construction defect matters as of September 30, 2025[318] Market Conditions and Future Outlook - The company plans to maintain elevated sales incentives to support demand based on market conditions and mortgage interest rates[168] - The company plans to maintain elevated incentive levels in fiscal 2026, depending on market conditions and mortgage interest rates[195] - The company is exposed to risks from adverse developments in capital markets, which could limit access to capital and impact liquidity[302] - The company is currently evaluating the impact of new accounting standards on its consolidated financial statements, effective in fiscal 2026 and 2028[323][324]

Revenue Recognition and Financial Performance - The company recognizes the majority of its revenues over time, which may lead to volatility in quarterly and annual results due to fluctuations in cost estimates [58]. - Material costs accounted for approximately 45% of the company's consolidated revenues for Fiscal 2025, indicating significant exposure to raw material price fluctuations [69]. - Revenues from international operations, including the U.K. and Canada, represented about 20% of consolidated revenues in Fiscal 2025, highlighting the company's global market presence [75]. - The company may experience adverse impacts on its business and results of operations due to quality problems with its products, which could harm its reputation [63]. - The company’s stock price could fluctuate significantly due to various factors, including market conditions and operational performance [85]. Risk Management and Operational Challenges - The company faces risks related to subcontractor performance, which could lead to project delays and additional costs [59]. - The company is exposed to potential credit risks due to payment arrangements that allow customers to defer payments until project milestones are met [73]. - The company’s operations may be adversely affected by global economic uncertainty, including fluctuations in demand for oil, gas, and electrical energy [68]. - The company may face limitations in accessing credit and capital markets, which could adversely affect liquidity, operations, and growth strategy [77]. - The company is involved in legal proceedings that could reduce profitability and liquidity, potentially harming its financial condition [90]. - The company may face challenges in obtaining necessary "conflict-free" metals due to limited suppliers, impacting production [89]. - Catastrophic events, including natural disasters and health epidemics, could disrupt operations and increase costs, particularly for facilities located near the Texas Gulf Coast [100]. Strategic Growth and Acquisitions - The company is pursuing growth and product diversification through strategic acquisitions, although this strategy involves risks such as management distraction and integration challenges [65]. Compliance and Regulatory Risks - The company is subject to various government regulations that could negatively impact operations, particularly in relation to environmental compliance and the use of certain chemicals [88]. - Changes in tax laws and regulations could materially affect the company's effective tax rate and financial results, particularly with the implementation of the OECD Pillar 2 provisions [92][93]. - The company is required to comply with Section 404 of the Sarbanes-Oxley Act, and any failures in internal controls over financial reporting could lead to a loss of investor confidence and negatively affect stock price [98]. - The company is subject to evolving laws and regulations regarding data privacy and cybersecurity, which could result in substantial costs and liabilities if not complied with [107][108]. Financial Health and Capital Management - The company’s credit agreement requires maintaining a consolidated net leverage ratio of less than 3.0 to 1.0 and an interest coverage ratio greater than 3.0 to 1.0, which could impact liquidity if not adhered to [72]. - The company’s ability to declare or pay future dividends is subject to capital availability and board determinations, which could affect stock price [86]. - The company carries insurance against various liabilities, but potential unidentified risks may leave it exposed to significant losses not covered by insurance [99]. Market and Economic Factors - The company is facing uncertainty regarding the future relationship between the U.S. and other countries concerning trade policies and tariffs, which could adversely impact business operations and margins [97]. - The company is exposed to market risks from fluctuations in commodity prices, foreign currency transactions, and interest rates, with a focus on managing these risks through hedging strategies [197][198][199]. - As of September 30, 2025, the company's accumulated other comprehensive loss was $27.0 million, an increase of $2.7 million from the previous year, primarily due to currency exchange rate fluctuations [200]. - The company has not experienced significant interest rate risk as there were no outstanding borrowings under its U.S. Revolver as of September 30, 2025 [201]. Human Resources and Intellectual Property - The departure of key personnel could disrupt business operations and negatively impact performance [114]. - The company’s success depends on its ability to protect intellectual property rights, which is costly and challenging, and failure to do so could harm its business [94][95]. Environmental, Social, and Governance (ESG) Considerations - Changes in ESG initiatives and climate change regulations may require additional expenditures and could adversely impact demand for the company's products [112][113].

Sales Performance - Water Flow Solutions accounted for approximately 58% of fiscal 2025 consolidated net sales, with net sales recognized at $824.9 million, $755.5 million, and $634.4 million for fiscal years 2025, 2024, and 2023 respectively[25][35] - Water Management Solutions represented about 42% of fiscal 2025 consolidated net sales, with net sales of $604.8 million, $559.2 million, and $641.3 million for fiscal years 2025, 2024, and 2023 respectively[26][37] - The company’s two largest distributors accounted for approximately 37%, 38%, and 35% of gross sales in fiscal years 2025, 2024, and 2023, respectively[48] - Seasonal demand affects net sales and operating income, with historically lower performance in the first and second fiscal quarters due to weather conditions impacting construction activity[47] - Approximately 5% of Water Flow Solutions' net sales were to Canadian customers in fiscal year 2025, compared to 6% in the previous two fiscal years[49] Operational Investments - The company plans to make disciplined investments to improve operational excellence and expand capabilities, aiming to drive sales growth and improve product margins[27] - Capital investments since 2018 have focused on modernizing manufacturing facilities, expanding domestic manufacturing capabilities, and accelerating new product development[28] - The new brass foundry in Decatur, Illinois is operational, replacing a legacy foundry built in the early 1900s, which is expected to enhance domestic manufacturing capabilities[28][43] - The company operates ten manufacturing facilities across the United States, Israel, and China, with plans to increase capital investments to expand production capacity[43][44] Backlog and Future Sales - Water Flow Solutions' backlog at the end of 2025 was $208.0 million, an increase from $199.0 million in 2024, while Water Management Solutions' backlog increased from $103.5 million in 2024 to $112.7 million in 2025[51] - Approximately 22% of Water Flow Solutions' backlog is expected to be shipped after 2026, while 4% of Water Management Solutions' backlog is anticipated to be shipped after 2026[51] - The company experienced an increase in overall backlog due to heightened demand for specialty valve and hydrant products compared to the prior year[51] Research and Development - R&D expenses were $19.9 million, $20.5 million, and $25.9 million during fiscal years 2025, 2024, and 2023, respectively[55] Workforce and Diversity - As of September 30, 2025, the company employed approximately 3,500 people, with 83% based in the United States[72] - The employee turnover rate in the United States for fiscal year 2025 was approximately 20%[72] - Approximately 42% of the United States workforce was represented by collective bargaining agreements as of September 30, 2025[72] - The company has successfully negotiated and extended several collective bargaining agreements, with expirations ranging from December 2025 to October 2027[74] - As of September 30, 2025, women and minorities represented 33% and 44% of the Board of Directors, respectively[65] Financial Management - Purchased components and raw materials accounted for approximately 35% and 8% of the cost of sales in 2025, respectively[45] - The company experienced approximately 3% inflation in 2025 compared to 2024, impacting product margins and profitability[239] - The principal financial instruments are cash and cash equivalents, which are not subject to material potential near-term losses[238] - The company manages market risks through established policies and procedures, including the use of foreign exchange contracts when appropriate[237] - The company monitors commodity price fluctuations and may adjust selling prices or implement supplier pricing agreements to manage risks[239] Environmental and Social Responsibility - The company’s environmental strategy includes reduction targets for key performance indicators such as GHG emissions and waste to landfill[59] - The company prioritizes employee engagement through programs like employee experience surveys and global quarterly town halls[71] Competitive Landscape - The competitive environment for water infrastructure products is mature, with strong brand recognition among established competitors[52] - The company will continue to seek acquisitions and investments in businesses and technologies to strengthen its competitive position and expand into new markets[33]

Financial Performance - For the three months ended March 31, 2025, the company generated revenues of $7,333,710, a decrease of 13.77% from $8,504,777 in the same period in 2024, primarily due to a decline in metal revenue[230][231] - Gross profit increased to $3,486,663 for the three months ended March 31, 2025, up 6.81% from $3,264,261 in the same period in 2024, attributed to improved margins on hauling and metal revenue[230][232] - Operating expenses rose by 21.27% to $7,368,170 for the three months ended March 31, 2025, compared to $6,075,985 in 2024, driven by increases in payroll, advertising, and depreciation expenses[230][233][234] - The loss from operations increased to $3,881,507 for the three months ended March 31, 2025, compared to $2,811,724 in the same period in 2024, reflecting higher operating expenses[230][235] - Net loss available to common stockholders was $7,665,703 for the three months ended March 31, 2025, a significant reduction of 77.09% from $33,460,778 in the same period in 2024[230][238] - Net cash used in operating activities was $4,161,414 for the three months ended March 31, 2025, compared to $3,460,823 in the same period in 2024, driven by a net loss of $4,665,739[239] - The company experienced a decrease in hauling costs, contributing to a reduction in the cost of revenues to $3,847,047 for the three months ended March 31, 2025, down from $5,240,516 in 2024[231][232] Cash Flow and Financing - Net cash provided by financing activities increased to $7,145,205 for the three months ended March 31, 2025, compared to $2,627,882 for the same period in 2024[241] - As of March 31, 2025, the company had cash on hand of $5,501,755 and a working capital deficit of $(7,478,957)[243] - The company raised approximately $4.0 million from a registered direct offering of 68,585 shares at $58.32 per share on January 13, 2025[247] - The company has no external sources of liquidity that could affect its financial condition or access to capital[242] - Additional debt financing may involve covenants that restrict operations or incur additional debt, impacting the company's ability to raise capital[244] Compliance and Regulatory Matters - The company received a notice from Nasdaq on May 23, 2025, for failing to file its Q1 10-Q, with a compliance deadline of November 17, 2025[248] - On August 20, 2025, the company executed a reverse stock split of 1-for-110 to regain compliance with Nasdaq's minimum bid price requirement[250] - The company intends to submit a plan to Nasdaq to regain compliance, but there is no assurance of acceptance[249] Operational Developments - The company expanded operations by opening a metal recycling facility in Cleveland, Ohio, as of the second quarter of 2023, enhancing its supply chain capabilities[226] - The company aims to open a facility with rail or deep-water port access to increase revenue and profitability by expanding the number of potential buyers for processed scrap products[219] - The company processes nonferrous metals and sells recovered catalytic converters from end-of-life vehicles, contributing to its diverse revenue streams[222] - The accumulated deficit as of March 31, 2025, was $(503,978,049), raising substantial doubt about the company's ability to continue as a going concern[243] - The company has entered into several material agreements during the most recent fiscal quarter[246]

Financial Performance - Revenues for fiscal year 2025 increased by 10% to $1,662.4 million compared to $1,509.4 million in fiscal year 2024[150]. - The average sales price per residential lot rose to $108,400 in fiscal 2025 from $96,600 in fiscal 2024, despite a decrease in total lots sold[151]. - The company sold 14,240 residential lots in fiscal 2025, down from 15,068 in fiscal 2024, with sales to D.R. Horton decreasing from 13,267 to 11,751 lots[153]. - Selling, general and administrative (SG&A) expenses increased to $154.4 million in fiscal 2025, representing 9.3% of revenues, up from 7.9% in fiscal 2024[159]. - In fiscal 2025, net cash used in operating activities was $197.7 million, compared to $158.4 million in fiscal 2024[180]. - Net cash provided by financing activities in fiscal 2025 was $92.5 million, significantly higher than $16.3 million in fiscal 2024, primarily due to the issuance of $500 million principal amount of 2033 notes[182]. Debt and Liquidity - The company maintained a strong liquidity position with $379.2 million in cash and cash equivalents and $588.9 million in available borrowing capacity as of September 30, 2025[166]. - The ratio of debt to total capital increased to 31.2% in fiscal 2025 from 30.7% in fiscal 2024, while the ratio of net debt to total capital rose to 19.3% from 12.4%[167]. - Interest incurred increased to $45.5 million in fiscal 2025 from $32.6 million in fiscal 2024, with capitalized interest representing 2.4% of total cost of sales[158]. - As of September 30, 2025, the company had a $640 million senior unsecured revolving credit facility, which was increased to $665 million after exercising the accordion feature[169]. - The company had no outstanding borrowings under the revolving credit facility as of September 30, 2025, with $51.1 million in letters of credit issued, resulting in an available capacity of $588.9 million[169]. - The company recognized a $1.2 million loss on extinguishment of debt related to the repurchase and redemption of its 2026 notes in fiscal 2025[172]. - The company had $300 million principal amount of 5.0% senior notes maturing March 1, 2028, with an annual effective interest rate of 5.2%[174]. - The company issued a note payable of $9.9 million in December 2023 for real estate acquisition, maturing in December 2025[178]. Strategic Focus - The company plans to remain disciplined in land investments and focus on managing lot sales pace and pricing to optimize returns[148]. - The company is positioned to consolidate market share in the lot development industry due to its national footprint and strategic relationship with D.R. Horton[148]. - The strategic relationship with D.R. Horton may impact customer relationships and potential benefits[199]. Compliance and Accounting Standards - The company was in compliance with all financial covenants associated with its revolving credit facility as of September 30, 2025[170]. - The company has an effective shelf registration statement for $750 million of equity securities, with $300 million reserved for sales under its at-the-market equity offering program[179]. - The FASB issued ASU 2023-09, effective for fiscal 2026, requiring disaggregated income tax disclosures[195]. - ASU 2024-03, effective for fiscal 2028 and interim periods in fiscal 2029, mandates expense disaggregation disclosures[196]. - The company is evaluating the impact of new accounting standards on its consolidated financial statements[195][196]. Risk Factors - Interest rate risk is monitored, with fixed rate debt totaling $300 million at 5.0%, $500 million at 6.5%, and $9.9 million at 4.0%[202]. - There is no exposure to foreign currency fluctuations or significant commodity price fluctuations[203][204]. - The company faces various risks including economic conditions, inflation, and supply shortages[199]. - The company is subject to risks from public health issues, natural disasters, and cybersecurity incidents[199]. - Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ significantly[197][198].

Financial Performance - Net sales for the three months ended September 30, 2025, were $7,024,027, a decrease of 7.57% compared to $7,602,249 for the same period in 2024[13] - Gross profit for the same period was $1,731,629, down from $1,980,807, reflecting a decrease of 12.54%[13] - The operating loss narrowed to $(88,463) for the three months ended September 30, 2025, compared to $(250,996) for the same period in 2024, indicating improved operational efficiency[13] - Net loss attributable to common stockholders was $(385,407) for the three months ended September 30, 2025, compared to $(534,386) in the prior year, a reduction of 28%[13] - Net loss for the quarter ended September 30, 2025, was $202,000 compared to a net loss of $367,000 for the same quarter in 2024, a decrease of $165,000[73] - Net loss attributable to common stockholders decreased by $149,000 to $385,000 for the quarter ended September 30, 2025[74] Cash and Liquidity - Cash and cash equivalents increased to $761,748 as of September 30, 2025, from $326,344 at June 30, 2025, representing a growth of 133.33%[10] - As of September 30, 2025, the company had $762,000 in cash and cash equivalents, an increase from $326,000 as of June 30, 2025[75] - Cash and cash equivalents increased by $435,000 to $812,000 as of September 30, 2025, compared to $377,000 as of June 30, 2025, with $607,000 provided from the line of credit[86] - Net working capital decreased from $718,110 as of June 30, 2025, to $592,564 as of September 30, 2025, reflecting ongoing liquidity challenges[30] - Working capital was $593,000 as of September 30, 2025, compared to $718,000 as of June 30, 2025[76] Assets and Liabilities - Total current assets rose to $9,018,155 as of September 30, 2025, compared to $8,954,185 at June 30, 2025, an increase of 0.71%[10] - Total liabilities decreased to $11,943,554 as of September 30, 2025, down from $12,176,738 at June 30, 2025, a reduction of 1.92%[10] - Trade accounts receivable decreased by approximately $80,000 or 2.9%, to $2,721,000 as of September 30, 2025, driven by reduced overall revenue and timing of collections[87] - Inventories decreased by $250,000 or 4.9%, to $4,824,000 as of September 30, 2025, due to adjustments in inventory management in response to the uncertain operating environment[88] - Accounts payable decreased by approximately $236,000 or 6.9%, to $3,168,000 as of September 30, 2025, primarily due to timing of payments[89] - The outstanding balance of the line of credit was $2,604,000 as of September 30, 2025, compared to $1,997,000 as of June 30, 2025[90] - Finance lease liability totaled approximately $1,350,000 as of September 30, 2025, with lease payments currently around $33,000 per month[91] - Operating lease liability decreased to approximately $2,948,000 as of September 30, 2025, from $3,205,000 as of June 30, 2025[92] Operational Changes and Strategies - The Company is transitioning production from a contract manufacturer to internal operations to reduce costs and improve quality control[31] - The Company is actively working to mitigate potential tariff-related costs by stocking adequate inventory of key products[33] - The Company is evaluating strategic actions to improve performance, including cost reduction initiatives and pursuing new revenue streams through product diversification[31] - The company is implementing a comprehensive plan to address challenges, including cost reduction initiatives and transitioning production in-house[77] - The company believes that successful implementation of strategic actions may mitigate substantial doubt regarding its ability to continue as a going concern[77] Dividends and Stock - Preferred stock dividends issued or to be issued amounted to $183,550 for the three months ended September 30, 2025, compared to $167,738 in the prior year, reflecting an increase of 9.99%[18] - The Company paid $183,550 in preferred stock dividends by issuing 2,557,952 shares of common stock during the three months ended September 30, 2025[45] - The Company has a stock repurchase plan with approximately $449,000 remaining as of September 30, 2025, with no purchases made since September 2011[95] Tax and Valuation - The Company recorded a full valuation allowance against its net deferred income tax assets as of September 30, 2025, indicating uncertainty in realizability[94]

Financial Performance - Q3 FY26 net sales reached $15.1 billion, a 7% increase compared to Q3 FY25[1] - Consolidated comparable sales for Q3 FY26 increased by 5%, exceeding the company's plan[4] - Q3 FY26 diluted earnings per share were $1.28, up 12% from $1.14 in Q3 FY25[1] - For the first nine months of FY26, net sales totaled $42.6 billion, a 7% increase year-over-year[2] - Net sales for the thirteen weeks ended November 1, 2025, were $15,117 million, an increase of 7.5% compared to $14,063 million for the same period in 2024[32] - Net income for the thirty-nine weeks ended November 1, 2025, was $3,721 million, up from $3,466 million for the same period in 2024, representing an increase of 7.3%[32] - Diluted earnings per share for the thirteen weeks ended November 1, 2025, were $1.28, compared to $1.14 for the same period in 2024, reflecting a growth of 12.3%[32] Shareholder Returns - The company returned $1.1 billion to shareholders in Q3 FY26 through share repurchases and dividends[11] - The company returned $1.1 billion to shareholders during the third quarter, including $594 million for repurchasing 4.2 million shares and $472 million in dividends[40] - The company plans to repurchase approximately $2.5 billion of its stock during the fiscal year ending January 31, 2026[13] - The company has approximately $1.9 billion available for stock repurchase as of November 1, 2025, under its new stock repurchase program[40] Inventory and Assets - Total inventories as of November 1, 2025, were $9.4 billion, an increase of 12% from the previous year[10] - Merchandise inventories increased to $9,353 million as of November 1, 2025, from $8,371 million as of November 2, 2024, marking a rise of 11.7%[34] - Total assets as of November 1, 2025, were $35,188 million, an increase from $32,436 million as of November 2, 2024, indicating a growth of 8.6%[34] Profitability - The pretax profit margin for Q3 FY26 was 12.7%, 0.4 percentage points higher than the previous year[7] - Segment profit for Marmaxx in the United States was $1,350 million for the thirteen weeks ended November 1, 2025, compared to $1,207 million for the same period in 2024, a growth of 11.8%[39] Future Outlook - For Q4 FY26, the company expects consolidated comparable sales to increase by 2% to 3%[15] - The full year FY26 guidance includes a projected 4% increase in consolidated comparable sales and diluted EPS in the range of $4.63 to $4.66[16] - The company anticipates continued growth in operating and financial performance, despite potential risks including competition and economic conditions[28] Cash Position - Cash and cash equivalents at the end of the period were $4,640 million, down from $4,718 million at the end of the same period last year, a decrease of 1.7%[36]