Documents Incorporated by Reference Portions of the 2025 Annual Meeting of Stockholders proxy statement are incorporated by reference in Part III of this Annual Report on Form 10-K Portions of Proxy Statement Portions of the registrant's proxy statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K - Portions of the 2025 Annual Meeting of Stockholders proxy statement are incorporated by reference in Part III of this 10-K9 Part I This section details the company's business operations, competitive strengths, growth strategies, organizational structure, customer and supplier relationships, warehousing network, services, technology, employees, competition, governmental regulations, and associated risk factors Item 1. Business Armlogi Holding Corp. is a rapidly expanding U.S.-based warehousing and logistics service provider offering comprehensive supply-chain solutions, primarily serving cross-border e-commerce merchants from China, operating ten warehouses across the U.S. with 3.9 million square feet, and reported a net loss in FY2025, with 84% of revenue derived from PRC-based customers - Armlogi Holding Corp. is a fast-growing U.S.-based warehousing and logistics service provider offering comprehensive supply-chain solutions, including warehouse management and order fulfillment13 - The company operates ten warehouses across the U.S. with an aggregate gross floor area of approximately 3,905,020 square feet, equipped for processing bulky items15 - A significant portion of revenue is generated from PRC-based customers, accounting for approximately 84% in FY2025 and 96% in FY202416 Key Financial Highlights (FY2025 vs FY2024) | Metric | FY2025 (US$ million) | FY2024 (US$ million) | Change (US$ million) | Change (%) | | :----- | :------------------- | :------------------- | :------------------- | :--------- | | Total Revenue | 190.4 | 167.0 | 23.4 | 14.0% | | Net Income (Loss) | (15.3) | 7.4 | (22.7) | -306.8% | Overview The company provides comprehensive warehousing and logistics services to cross-border e-commerce merchants and U.S.-based commercial customers - The company provides one-stop warehousing and logistics services to cross-border e-commerce merchants outside the U.S. who seek to sell in the U.S. market, as well as U.S.-based commercial customers15 - Services include customs brokerage, transportation to U.S. warehouses, and warehouse management and order fulfillment (storage, packing, labeling, kitting, inventory management, third-party distribution, and value-added services)15 Active Customer Base | Date | Active Customers | | :--------- | :--------------- | | June 30, 2025 | 505 | | June 30, 2024 | 105 | Our Competitive Strengths The company leverages quality services, competitive pricing, proprietary technology, and an experienced management team for competitive advantage - The company offers quality warehousing and logistics services meeting ISO 9001 standards, with high inventory accuracy (99.64% in FY2025) and 24/7 customer support, particularly suitable for bulky e-commerce items1718 - Reasonable service and delivery fees are achieved due to large processing volumes, enabling significant discounts from third-party logistics providers like FedEx and UPS19 - Efficient and low-error warehousing services are provided by leveraging proprietary technology, including the Armlogi Order Management System (OMS), built on Amazon Web Services2022 - An experienced management team with decades of supply chain, warehousing, and logistics industry expertise drives strategic planning and day-to-day operations23 Our Growth Strategies The company plans to expand its customer base and geographic footprint, enhance supply chain efficiency, invest in technology, and pursue strategic acquisitions - Plans to expand and diversify the customer base beyond China into Southeast Asia (Vietnam, Thailand, Indonesia, Philippines) and Mexico, and to grow geographic footprint in key U.S. markets (California, Georgia, Tennessee, Florida, Illinois, Arizona) by leasing additional warehouse space24 - Enhance supply chain efficiency by expanding solutions, including international ocean freight services launched in January 2023, aiming for a comprehensive factory-to-consumer doorstep solution25 - Further invest in supply chain technologies like AI, data analytics, and optimization algorithms to improve efficiency, transparency, and sustainability, and to offer smart supply chain solutions26 - Pursue additional strategic and financially attractive acquisitions to expand the warehousing and logistics business and achieve synergies27 Organizational Structure Armlogi Holding Corp. was incorporated in Nevada in 2022, acquired Armstrong Logistic Inc., and completed its IPO in May 2024 - Armlogi Holding Corp. was incorporated in Nevada on September 27, 2022, and acquired Armstrong Logistic Inc. on October 7, 2022, as part of an IPO reorganization2931 - Armstrong Logistic Inc. holds 100% equity interests in several subsidiaries: Armlogi Truck Dispatching LLC, AndTech Trucking LLC, Amlogi Trucking LLC, Armlogi Group LLC, and AndTech Customs Broker LLC28 - The company closed its IPO on May 15, 2024, issuing 1,600,000 shares of common stock at $5.00 per share, trading on Nasdaq under 'BTOC'29 Our Business Model The company's business model focuses on providing integrated warehousing and logistics services to cross-border e-commerce and domestic customers - The business model involves providing a package of warehousing and logistics services to international cross-border e-commerce merchants (primarily from PRC) and domestic customers30 - Revenue is recognized from three main sources: Transportation Services (reselling third-party carrier services), Warehousing Services (inventory management, storage), and Other Services (primarily customs brokerage)3034 - Service fees vary based on factors like load type, weight, volume, storage time, and delivery distance, with transportation fees typically ranging from $5 to $75 and warehousing fees from $3 to $5003034 Our Customers The company primarily serves overseas cross-border e-commerce merchants from the PRC, with a growing U.S. domestic customer base - Primary customer types are overseas cross-border e-commerce merchants (mainly from PRC) selling in the U.S. market and U.S. domestic e-commerce merchants32 Revenue Contribution by Customer Type | Customer Type | FY2025 Revenue (%) | FY2024 Revenue (%) | | :------------ | :----------------- | :----------------- | | Overseas (PRC) | 84% | 96% | | U.S. Domestic | 16% | 4% | Largest Customers by Revenue Contribution | Fiscal Year | Customer 1 (Revenue %) | Customer 2 (Revenue %) | Customer 3 (Revenue %) | Customer 4 (Revenue %) | | :---------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | FY2025 | Goldensee Ltd. (22.0%) | Kimberly Tenneco Inc (10.8%) | N/A | N/A | | FY2024 | Aukey International Ltd. (11.7%) | Western Post (HK) Ltd. (11.7%) | Goldensee Ltd. (10.9%) | Union Grand Imp. & Exp. Co., Ltd. (10.0%) | Our Suppliers Key suppliers include warehouse landlords and third-party logistics providers like FedEx and UPS - Key suppliers include warehouse landlords and third-party logistics service providers like FedEx and UPS for transportation and delivery35 Supplier Concentration (Percentage of Total Purchases) | Supplier | FY2025 (%) | FY2024 (%) | | :------- | :--------- | :--------- | | FedEx | 9% | 50% | | UPS | 15.2% | N/A | | MEGA CORP LOGISTIC LLC | 10% | N/A | - Armstrong Logistic has a service agreement with FedEx since April 10, 2020, for various transportation services, with potential for earned discounts based on shipping activity36 Our Warehousing Network The company operates ten strategically located leased warehouses across five U.S. states, equipped with automated systems and advanced security - The company operates ten leased warehouses in five U.S. states (California, Georgia, Texas, New Jersey, Illinois), strategically located near major ports37 - Warehouses have an aggregate gross floor area of 3,905,020 square feet and are equipped with automated sorting systems, forklifts, pallets, trays for bulky items, and advanced security/scanning systems37 - Data analytics are utilized for optimal inventory distribution, SKU-level real-time monitoring, live
Armlogi Holding Corp.(BTOC) - 2025 Q4 - Annual Report