Company Classification and Regulatory Exemptions - The company is classified as a "smaller reporting company" and can provide only two years of audited financial statements, with annual revenues not exceeding $100 million [105]. - The market value of the company's ordinary shares held by non-affiliates must not exceed $250 million to maintain its status as a smaller reporting company [105]. - As a foreign private issuer, the company is exempt from certain SEC rules, allowing it to file less information compared to U.S. companies [106]. - The company intends to operate as a resident of the United Kingdom for tax purposes, but may be treated as a resident of another jurisdiction by tax authorities [115]. - The City Code on Takeovers and Mergers may apply if the company's central management and control is determined to be in the UK [118]. - The company is not expected to be subject to the City Code due to the majority of its Board residing outside the UK [119]. - The company may rely on foreign private issuer exemptions in the future, which could provide less protection to investors compared to Nasdaq listing requirements [110]. Shareholder Meeting and Equity Compensation - The company does not intend to follow Nasdaq Rule 5620(c) regarding quorum requirements for shareholder meetings, as these are not mandated under English law [113]. - The company may not comply with Nasdaq Rule 5635(c) regarding shareholder approval for equity compensation arrangements, as per the Companies Act [113]. Tax Implications and Risks - If deemed a passive foreign investment company (PFIC), the company may face adverse U.S. federal income tax consequences for U.S. taxpayers holding its ordinary shares [123]. - There is uncertainty regarding the company's status as a Passive Foreign Investment Company (PFIC) for 2024 and future years, which could affect U.S. Holders' tax implications [124]. - The company does not intend to prepare or provide information for U.S. Holders to make a valid Qualified Electing Fund (QEF) election, limiting tax options for U.S. investors [126]. - The company may face potential losses from adverse changes in market rates, including interest rates, foreign exchange rates, and inflation [576]. - The company has a risk of being classified as a PFIC, which could impose special tax rules on U.S. Holders if certain conditions are met [125]. - The company’s operating results may cause it to be classified as a PFIC in future taxable years, affecting U.S. Holders' tax treatment [124]. Financial Position and Market Risks - As of December 31, 2024, the company had $832,675 in cash and cash equivalents, indicating a strong liquidity position [577]. - The company is exposed to interest rate risk, but an immediate change in interest rates would not have a material effect on its financial position or results of operations due to the low-risk profile of its interest-bearing accounts [577]. - The company operates in international markets, including Nigeria, South Africa, Brazil, and Argentina, making it susceptible to foreign currency exchange risk, particularly between the pound sterling and the U.S. dollar [578]. - Fluctuations in foreign exchange rates may significantly impact the company's results of operations and cash flows from period to period [578]. - The company’s financial performance is subject to various market risks that could impact its overall profitability and operational stability [576].

Financial Performance - Total revenues for the three months ended March 31, 2025, increased by $13.6 million to $96.2 million compared to $82.5 million in the same period of 2024 [234]. - Adjusted EBITDA for the three months ended March 31, 2025, was $155.2 million, a significant increase of $128 million from $27.2 million in 2024 [235]. - Net income attributable to stockholders for the three months ended March 31, 2025, was $109.7 million, compared to a net loss of $56.6 million in 2024, representing a change of $166.3 million [234]. - Net income increased by $170.5 million for the three months ended March 31, 2025, compared to the previous year [242]. - Adjusted EBITDA decreased by $1.7 million during the same period, totaling $19.9 million [251]. - Total revenues decreased by $3.7 million, primarily due to a decrease in carloads and rates per car [248]. - Total expenses decreased by $1.9 million, reflecting a decrease in operating expenses mainly due to reduced carloads [249]. - Other income increased by $0.8 million, primarily from favorable adjustments in pension and OPEB benefits [250]. Segment Performance - Power revenues rose by $15.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025 [237]. - In the Railroad segment, total revenues were $42.6 million, down from $46.3 million, with a net income of $13.7 million [246]. - In the Jefferson Terminal segment, total revenues increased by $0.8 million to $19.4 million, with a net loss attributable to stockholders of $15.1 million [253]. - Power segment revenues increased by $17.3 million to $17.294 million, mainly due to a $15.8 million rise in power revenues and a $1.2 million increase in gas revenues from the acquisition of Long Ridge [270]. - The power segment reported a net income attributable to stockholders of $170.044 million, a significant increase from a loss of $5.427 million in the previous year [269]. - Net loss attributable to stockholders for the Repauno segment was $6.793 million, compared to a loss of $4.260 million in the prior year [261]. Expenses and Costs - Operating expenses increased by $2.5 million, primarily due to higher costs associated with the acquisition of Long Ridge Energy & Power LLC [239]. - Acquisition and transaction expenses surged by $2.6 million, mainly due to legal fees related to the Long Ridge acquisition [239]. - Depreciation and amortization expenses increased by $4.5 million, attributed to additional assets from the Long Ridge acquisition [240]. - Asset impairment charges rose by $1.4 million, primarily due to the write-off of the remaining GM-FTAI note receivable in the Sustainability and Energy Transition segment [240]. - Interest expense increased by $7.3 million due to additional borrowings issued in June 2024 [256]. - Total expenses increased by $0.9 million to $9.478 million, driven by higher operating expenses, acquisition costs, and depreciation [263]. - Total expenses in the power segment rose by $12.8 million to $13.470 million, influenced by increased operating, acquisition, and depreciation expenses [271]. Cash Flow and Investments - Net cash used in operating activities increased by $81.8 million to $(85.651) million for the three months ended March 31, 2025 [290]. - Net cash provided by investing activities increased by $183.1 million, primarily due to an increase in the acquisition of business by $226.6 million [291]. - Net cash used in financing activities increased by $2.1 million, primarily due to increased payments of cash dividends on preferred and common stock [292]. - Cash used for investments was $164.2 million in Q1 2025, up from $18.9 million in Q1 2024, indicating a significant increase in investment activity [294]. - Cash flows used in operating activities were $85.7 million in Q1 2025, compared to $3.9 million in Q1 2024, reflecting a substantial rise in operational expenditures [294]. Debt and Obligations - As of March 31, 2025, the company had outstanding principal debt obligations of $2.8 billion and interest payment obligations of $1.2 billion, with $94.6 million in principal and $189.5 million in interest due within the next twelve months [295]. - The company acquired Long Ridge Energy & Power LLC, resulting in additional borrowings totaling $1.165 billion during Q1 2025, including a $600 million Senior Secured Note due 2032 [294]. - Operating and finance lease obligations amounted to $171.8 million as of March 31, 2025, with $8.8 million due within the next twelve months [297]. - Dividend payments of $90.1 million on redeemable preferred stock are due within the next twelve months, with options for paid-in-kind dividends [298]. - A hypothetical 100-basis point increase in variable interest rates could result in an increase of approximately $4.7 million in interest expense over the next 12 months [315]. Future Outlook - The company expects to meet future short-term liquidity requirements through cash on hand and operational cash flow, indicating a stable financial position [300]. - The Jefferson Terminal reporting unit had an estimated fair value exceeding its carrying value by more than 10% as of October 1, 2024, indicating a positive outlook for future performance [306].

Sales Performance - Dragonfly Energy sold over 340,000 batteries since 2020, with net sales of $13.4 million and $12.5 million for the quarters ended March 31, 2025, and March 31, 2024, respectively [215]. - The company experienced a slight recovery in the RV market, with a year-over-year increase in lithium storage system incorporation, despite flat DTC sales [216]. - Net sales increased by $0.9 million, or 6.8%, to $13.4 million for the quarter ended March 31, 2025, compared to $12.5 million for the same period in 2024, driven by higher OEM battery and accessory sales [272]. - Direct-to-consumer (DTC) sales were $5.0 million, representing 37.5% of net sales, while OEM sales were $8.1 million, accounting for 60.6% of net sales for the quarter ended March 31, 2025 [271]. - The company expects sales to increase as the cyclical recovery of the RV market gains momentum and as it enters new markets such as trucking and industrials [272]. Financial Performance - As of March 31, 2025, Dragonfly Energy had cash totaling $2.8 million and reported a net loss of $6.8 million for the quarter, compared to a net loss of $10.4 million for the same quarter in 2024 [223]. - The net loss for the quarter ended March 31, 2025, was $6.8 million, an improvement from a net loss of $10.4 million for the same quarter in 2024 [280]. - Adjusted EBITDA for the quarter ended March 31, 2025, was $(3.646) million, compared to $(5.245) million for the same quarter in 2024 [296]. - The company reported a net cash used in operating activities of $4.5 million for the three months ended March 31, 2025, compared to $3.4 million for the same period in 2024, primarily due to a net loss of $6.8 million in 2025 [323][324]. - General and administrative expenses increased by $1.5 million, or 32.1%, to $6.4 million for the quarter ended March 31, 2025, compared to $4.8 million for the same quarter in 2024 [276]. Capital and Financing - The company completed the initial offering of Series A Preferred Stock in February 2025, raising $3.2 million, followed by a second closing that raised an additional $4.2 million [223]. - Dragonfly Energy's ChEF Equity Facility allows for the sale of up to $150 million in common stock to maintain cash balances and support business growth [227]. - The company issued $45 million of fixed rate senior notes and entered into a $75 million senior secured term loan facility as part of the Business Combination [302]. - The liquidity requirement under the Term Loan was reduced to $3.5 million as of June 30, 2024, and $10 million thereafter [231]. - The company may need to raise additional debt and/or equity financing to fund operations and strategic plans, with no guarantee of success in raising additional capital [321]. Operational Developments - Dragonfly Energy launched the Battle Born DualFlow Power Pack, targeting the trucking industry with a cost-effective hybrid electrification solution [218]. - The company has developed proprietary dry electrode cell manufacturing processes and solid-state cell technology, which are expected to differentiate its products in the energy storage market [221]. - The company is focused on optimizing solid-state cells and scaling production, with recent advancements in manufacturing processes demonstrated in 2023 [222]. - The company has signed a Commercial Offtake Agreement with a lithium mining company in Nevada to secure lithium supply for its solid-state cell production [258]. - The company plans to continue expanding into new end markets identified as opportunities for its LFP batteries, including rail, specialty vehicles, and solar integration [256]. Risks and Challenges - The company faces risks including reliance on a limited number of suppliers and potential impacts from global economic conditions [217]. - The company has significant doubt about its ability to continue as a going concern due to the lack of substantial proof of revenue projections for new markets and limited concessions from lenders [319]. - The independent registered public accounting firm included an explanatory paragraph in its report on the 2024 consolidated financial statements regarding the uncertainty of the company's financial condition [320]. - The company may be forced to reduce capital or operating expenditures if additional financing is not available, which could adversely affect its business and financial condition [321]. - The company has historically been able to raise additional capital through equity and/or debt financing, but future financings may be dilutive to current stockholders [321]. Amendments and Agreements - A License Agreement with Stryten was established, granting Stryten exclusive rights to use certain trademarks for a $5 million initial fee and mid-single digit royalties based on net sales [224][225]. - The first tranche of 1,666,667 shares was not issued as the 2023 total audited revenue did not reach $250 million and audited operating income did not reach $35 million [228]. - The second tranche of 1,388,889 shares is contingent upon the stock price reaching $202.50 over any 20 trading days by December 31, 2026 [228]. - The third tranche of 1,388,889 shares is contingent upon the stock price reaching $292.50 over any 20 trading days by December 31, 2028 [228]. - The Fifth Amendment to the Term Loan Agreement allows for no principal or interest payments through March 31, 2026, provided cash and cash equivalents are maintained at $2.5 million [248].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission file number: 001-41680 Aether Holdings, Inc. (Exact name of registrant as specified in its charter) | Delaware | 35-2818803 | | --- | --- | | ...

Financial Performance - Net revenues for Q1 2025 were $220,972,000, a 19% increase from $185,600,000 in Q1 2024[26] - Operating expenses totaled $214,303,000 in Q1 2025, up from $189,632,000 in Q1 2024, reflecting an increase of 13%[26] - The company reported an income from operations of $6,669,000 in Q1 2025, compared to a loss of $4,032,000 in Q1 2024[26] - Net loss attributable to GoHealth, Inc. was $4,408,000 in Q1 2025, an improvement from a net loss of $9,216,000 in Q1 2024[26] - The net income (loss) per share for Class A common stock was $(0.52) in Q1 2025, compared to $(1.04) in Q1 2024[26] - Comprehensive loss for Q1 2025 was $9,905,000, an improvement from a comprehensive loss of $21,351,000 in Q1 2024[30] - For the three months ended March 31, 2025, GoHealth reported a net loss of $9,786 thousand, compared to a net loss of $21,346 thousand for the same period in 2024, indicating a 54.2% improvement in net loss year-over-year[39] - Adjusted EBITDA for Q1 2025 was $42.060 million, a 56.4% increase from $26.894 million in Q1 2024, with an adjusted EBITDA margin of 19.0%[165] Assets and Liabilities - Total assets decreased to $1,382,067,000 as of March 31, 2025, down from $1,488,423,000 at the end of 2024[32] - Cash and cash equivalents decreased to $22,153,000 as of March 31, 2025, from $40,921,000 at the end of 2024[32] - Current liabilities decreased to $233,399,000 as of March 31, 2025, compared to $338,052,000 at the end of 2024[32] - The company had a total stockholders' equity of $397,086,000 as of March 31, 2025, down from $405,438,000 at the end of 2024[32] - As of March 31, 2025, the total long-term debt of the company is $446.4 million, a slight decrease from $447.9 million as of December 31, 2024[62] - The company reported a net cash used in operating activities of $12,405 thousand for Q1 2025, compared to net cash provided of $12,512 thousand in Q1 2024[39] - The company raised substantial doubt about its ability to continue as a going concern due to insufficient funding to meet obligations within the next twelve months[214] Revenue Sources - Medicare revenue increased to $219.404 million in Q1 2025, up 18.5% from $185.026 million in Q1 2024, driven by a significant rise in agency revenue[100] - Agency revenue, which includes commission revenue and partner marketing, reached $187.633 million in Q1 2025, a substantial increase of 89.4% compared to $99.124 million in Q1 2024[100] - The increase in net revenues was primarily driven by an $88.5 million rise in agency revenue, partially offset by a $54.1 million decrease in non-agency revenue[147] - The Company recognized $41.6 million in revenue from deferred revenue during Q1 2025, compared to $34.9 million in Q1 2024[110] Expenses - Share-based compensation increased to $2,803 thousand in Q1 2025 from $1,783 thousand in Q1 2024, reflecting a 57.0% increase[39] - Marketing and advertising expenses rose to $67.415 million in Q1 2025, a 27.7% increase from $52.775 million in Q1 2024, aimed at generating more qualified prospects[149] - General and administrative expenses increased by 33.9% to $22.656 million in Q1 2025, primarily due to costs associated with the e-TeleQuote acquisition[153] - Interest expense decreased to $15.954 million in Q1 2025 from $17.951 million in Q1 2024, reflecting a reduction in interest rates on the Term Loan Facility[155] Operational Changes - The company is currently in compliance with its financial covenants but faces substantial doubt about its ability to continue as a going concern due to potential liquidity constraints[50] - The company has developed mitigating plans to address potential liquidity constraints, including cost control measures and renegotiation of existing debt arrangements[50] - The company is actively looking to terminate or sublease certain office spaces and call centers as part of its cost savings initiatives[60] - The company completed the acquisition of e-TeleQuote on September 30, 2024, and excluded it from the internal control evaluation for the quarter ended March 31, 2025[207] Customer Engagement - Submissions increased to 303,026 in Q1 2025 from 216,148 in Q1 2024, indicating a significant growth in customer engagement[168] - For the three months ended March 31, 2025, the number of Submissions increased to 303,026, up 40.2% from 216,148 in the same period of 2024, primarily due to enhanced marketing efforts and increased agent headcount following the e-TeleQuote acquisition[170] Legal and Compliance - The company is contesting a derivative action related to alleged breaches of fiduciary duty, which may impact its financial condition[120] - The company is subject to various legal proceedings that could adversely affect its business and financial condition[213] - The company’s internal control over financial reporting was evaluated as effective as of March 31, 2025[205]

Financial Performance - Revenue decreased 16% to $55.2 million, compared to $66.0 million in the same period last year[156]. - Net loss was $8.3 million, or $0.39 per share, compared to a net loss of $6.3 million, or $0.45 per share[156]. - Gross profit decreased 39% to $11.4 million, representing 21% of revenue, down from $18.6 million, or 28% of revenue[156]. - Adjusted EBITDA was negative $3.1 million, compared to positive $0.7 million in the prior year[156]. - Adjusted net loss for the three months ended March 31, 2025, was $(6.7) million, compared to $(4.2) million in the same period of 2024, with adjusted net loss per share of $(0.31) for both basic and diluted[175]. - The net loss for Q1 2025 was $8.3 million, a 32% increase from the $6.3 million loss in Q1 2024[204][205]. Revenue Breakdown - Owned and operated marketplaces revenue decreased from $44.7 million in Q1 2024 to $31.1 million in Q1 2025, primarily due to reduced media supply[181]. - Commerce Media Solutions revenue increased from $6.4 million in Q1 2024 to $12.7 million in Q1 2025, driven by new long-term contracts with media partners[181]. - Revenue for the three months ended March 31, 2025, was $55.2 million, a decrease of 16% compared to $65.983 million in the same period of 2024[180]. Cost and Expenses - Media margin decreased 38% to $13.7 million, representing 24.9% of revenue, compared to $22.1 million, or 33.6% of revenue[156]. - Cost of revenue (exclusive of depreciation and amortization) for the three months ended March 31, 2025, was $43.8 million, an 8% decrease from $47.3 million in 2024[182]. - Total cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue increased to 79% in Q1 2025 from 72% in Q1 2024[184]. - Sales and marketing expenses for the three months ended March 31, 2025, were $4.1 million, a decrease of 15% from $4.8 million in the same period of 2024[187]. - Product development expenses for the three months ended March 31, 2025, were $4.8 million, an increase of 30% from $3.4 million in 2024[189]. - General and administrative expenses fell by 17% from $10.4 million in Q1 2024 to $8.6 million in Q1 2025, driven by lower salaries and reduced acquisition-related costs[191][192]. Operational Challenges - The company has faced challenges in acquiring and maintaining traffic volume due to the FTC Consent Order, impacting revenue and gross profit[159]. - Current economic conditions, including inflation and rising interest rates, have led to cautious spending from clients and their customers[167]. - Workforce reductions included the termination of 24 employees in Q1 2025, part of a strategy to align resources with strategic initiatives[193]. Cash Flow and Financing - Net cash provided by operating activities increased to $2.1 million in Q1 2025 from a cash used of $0.1 million in Q1 2024, despite a net loss increase to $8.3 million[206]. - Cash used in financing activities rose to $5.2 million in Q1 2025 from $2.2 million in Q1 2024, mainly due to net repayments on the SLR debt revolver[208]. - As of March 31, 2025, the company had cash, cash equivalents, and restricted cash of $6.1 million, down from $10.7 million at the end of 2024[209]. Debt and Compliance - The company faces substantial doubt about its ability to continue as a going concern, indicating potential risks in meeting financial covenants in the next twelve months[210][211]. - As of March 31, 2025, the company was in compliance with the financial covenants under the SLR Credit Agreement[222]. - The company entered into the Fourth Amendment to the SLR Credit Agreement, requiring the raising of at least $5.0 million of additional capital by March 20, 2025[221]. - The current interest rate on borrowings under the SLR Credit Agreement is 10.33%, which is subject to a 1.50% floor plus an Applicable Margin of 5.75%[220]. - The Applicable Margin will be reduced to 5.0% when the fixed charge coverage ratio exceeds 1.10 to 1[220]. Capital Raising - The company raised gross proceeds of $5.1 million from the issuance of pre-funded warrants to purchase up to 2,332,104 shares at a price of $2.174 per warrant on March 20, 2025[223]. - The company raised $5.1 million in gross proceeds before deducting offering expenses of $0.1 million[221].

Financial Results - Upexi, Inc. reported financial results for the quarter ended March 31, 2025, highlighting significant operational achievements[4]. - A press release detailing the financial and operational results was issued on May 16, 2025[4]. - The financial statements and exhibits related to the earnings report are included in the filing[6]. Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[3]. Report Signing - The Chief Financial Officer, Andrew J. Norstrud, signed the report on behalf of Upexi, Inc.[9].

Financial Performance - Total revenues for Q1 2025 were $3,499,159, a decrease of 11.2% from $3,939,743 in Q1 2024[15] - Net loss for Q1 2025 was $19,432,750, compared to a net loss of $15,816,019 in Q1 2024, representing a 23.5% increase in losses[17] - Operating costs increased significantly to $22,041,523 in Q1 2025, up from $16,906,528 in Q1 2024, marking a 30.5% rise[15] - Equity-based compensation for Q1 2025 was $11,340,620, compared to $9,565,554 in Q1 2024, reflecting an increase of 18.6%[17] - Cash used in operating activities for Q1 2025 was $9,036,985, significantly higher than $2,711,868 in Q1 2024[17] - Cash and cash equivalents at the end of Q1 2025 were $24,663,106, down from $38,806,976 at the end of Q1 2024, indicating a decrease of 36.4%[17] - The company reported a basic and diluted net loss per share of Class B common stock of $0.48 in Q1 2025, compared to $0.47 in Q1 2024[15] - Net cash provided by financing activities in Q1 2025 was $19,779,579, a decrease from $30,264,576 in Q1 2024[17] Assets and Liabilities - Total assets increased by $34,464,672, or 19%, to $212,882,187 as of March 31, 2025, compared to $178,417,515 at December 31, 2024[5] - Property and equipment rose by 33% to $182,906,195 as of March 31, 2025, up from $137,215,936 at December 31, 2024[5] - The total liabilities increased to $73,550,166 as of March 31, 2025, compared to $47,600,277 at December 31, 2024[13] - Stockholders' equity totaled $139,332,021 as of March 31, 2025, up from $130,817,238 at December 31, 2024[13] - Total operating lease liabilities decreased by $92,350 in Q1 2025, compared to a decrease of $114,848 in Q1 2024[17] Sales and Investments - Luxe FireSuite and Aikman Club sales reached $38.7 million for the three months ended March 31, 2025, with $12.5 million generated from the Luxe FireSuites fractional ownership model since its launch[5] - The company invested $1,999,999 in EIGHT Brewing during Q1 2025 as part of its growth strategy[17] Strategic Initiatives - The company is under contract to acquire a strategic site in Centennial, Colorado, to develop a $40 million entertainment campus[7] - VENU expanded its partnership with the City of El Paso, committing a minimum investment of $100 million for the future Sunset Amphitheater projected to open in 2026[7] - A new structured financing model for Luxe FireSuites was introduced to enhance ownership opportunities and drive sales[7] - The company filed an Offering Statement under Regulation A to provide investment opportunities to institutional and retail investors[7] Management Changes - Vic Sutter, a Live Nation veteran, was appointed as Executive Vice President of Operations to enhance operational excellence and guest experiences[7]

Financial Performance - For the fiscal year ended March 29, 2025, net sales were $1,043.5 million for the Industrial segment, representing 64% of total sales, and $592.8 million for the Aerospace/Defense segment, representing 36% of total sales[26]. - Net sales increased by 4.9% year over year, driven by a 14.1% increase in Aerospace and Defense segment sales and a 0.2% increase in Industrial segment sales[153]. - Net income attributable to common stockholders rose by $46.9 million, or 25.0%, to $233.8 million in fiscal 2025[165]. - Gross margin improved to 44.4% of sales in fiscal 2025, up from 43.0% in fiscal 2024, reflecting product mix and cost efficiencies[166]. - SG&A expenses increased by $25.8 million, or 10.2%, to $279.3 million in fiscal 2025, primarily due to personnel and IT costs[167]. - Interest expense decreased by $18.9 million, or 23.9%, to $59.8 million in fiscal 2025, attributed to debt reduction efforts[169]. - The effective income tax rate for fiscal 2025 was 21.1%, up from 19.8% in fiscal 2024, influenced by various discrete items[173]. - The company generated $293.6 million from operating activities in fiscal 2025, an increase of $18.9 million compared to $274.7 million in fiscal 2024[205]. Market Segments - The Industrial market includes diverse sectors such as construction, mining, and food and beverage, with major customers including Caterpillar and Halliburton[19][20]. - The Aerospace/Defense market is driven by new aircraft build rates and military modernization programs, with key customers including the U.S. Department of Defense and Boeing[21][24]. - Aerospace and Defense segment sales rose by 14.1% year over year, with commercial aerospace increasing by 13.3% and defense sales up by 15.9%[154]. - Industrial segment sales increased by 0.2% year over year, led by a 1.4% rise in distribution and aftermarket sales, while OEM sales decreased by 2.1%[155]. Customer and Sales Strategy - The company aims for growth and margin improvement through new product introductions and expansion of aftermarket sales[20]. - The company focuses on expanding its sales force with industry-experienced personnel to support its geographic and market expansion strategy[44]. - Approximately 44% of the company's net sales during fiscal 2025 were generated from its top ten customers, indicating a significant reliance on a limited customer base[79]. - The company aims to increase aftermarket sales to enhance revenue continuity and predictability[151]. Operations and Facilities - The company operates 54 facilities across 11 countries, with 38 dedicated to manufacturing, enhancing its geographic reach and customer base[14]. - The company employs 5,334 people globally, with 3,754 at U.S. facilities and 1,580 at international locations, emphasizing a robust workforce[56]. - The company owns or leases 38 manufacturing facilities across five countries, with 26 located in the U.S.[126]. Financial Position and Debt - The company incurred $1,800.0 million in total debt to finance the Dodge acquisition, with total debt standing at $920.1 million as of March 29, 2025[114]. - The company had $413.0 million outstanding under the Term Loan and $5.0 million under the Revolving Credit Facility as of March 29, 2025[193]. - The Term Loan matures in November 2026, with required future principal payments of $413.0 million for fiscal 2027[189]. - The company issued $500.0 million aggregate principal amount of 4.375% Senior Notes due 2029, with net proceeds of approximately $492.0 million used for acquisitions[194]. Risks and Challenges - The company faces competitive pressures in the bearings and engineered components industries, which could limit its ability to increase prices and negatively impact revenues and profitability[78]. - Fluctuating supply and costs of raw materials, particularly steel, pose risks to the company's revenues and profitability due to potential price increases and supply disruptions[84]. - The company is subject to various government regulations, and failure to comply could materially reduce revenues and profitability[89]. - The company relies on its IT systems for operations, and any cyber events or IT security threats could disrupt operations and negatively impact financial performance[94]. - The company has collective bargaining agreements covering approximately 7% of its U.S.-based hourly employees, and labor disputes could materially affect operations[96]. Growth and Acquisitions - The company has completed 29 acquisitions since 1992, broadening its end markets, products, customer base, and geographic reach[152]. - The company’s growth strategy includes acquisitions, but there is no assurance that it will successfully identify or complete acquisitions on favorable terms[99]. Backlog and Future Outlook - The company's backlog as of March 29, 2025, was $940.7 million, an increase from $821.5 million as of March 30, 2024, indicating strong demand for products[55]. - The company forecasts net sales of approximately $424.0 million to $434.0 million for the first quarter of fiscal 2026, representing a growth rate of 4.4% to 6.8% compared to the first quarter of fiscal 2025[157]. - The backlog as of March 29, 2025, was $940.7 million, up from $821.5 million as of March 30, 2024, indicating continued growth in commercial aerospace and marine defense markets[157]. Compliance and Internal Controls - The company identified a material weakness in internal control over financial reporting, necessitating a restatement of financial statements for fiscal years 2022, 2021, and 2020[76]. - The company’s ability to comply with financial covenants could be affected by changes in operating performance and economic conditions, potentially leading to defaults[116]. Cybersecurity and Risk Management - The company maintains a cybersecurity risk management program based on the NIST Cybersecurity framework to assess and manage cybersecurity risks[122].

Financial Results - Amesite Inc. reported financial results for Q3 ended March 31, 2025, with a significant business update[5] - The press release detailing the financial results is included as Exhibit 99.1[7] Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[4]