Financial Restatements and Adjustments - Compass Diversified's restated financial results for fiscal years 2022, 2023, and 2024 have been filed, addressing prior financial and accounting fraud at Lugano Holding, Inc.[1] - Total net revenues for the year ended December 31, 2024, were reported at $2,198,233, with adjustments leading to a restated figure of $1,788,013, reflecting a decrease of approximately 18.6%[16] - Gross profit for the same period was $1,000,360, which, after adjustments, was restated to $750,419, indicating a reduction of about 25%[16] - Operating income (loss) was reported at $230,130, but after adjustments, it resulted in a loss of $14,868, showing a significant decline[16] - Total assets as of December 31, 2024, were reported at $4,052,422, with adjustments leading to a restated total of $3,297,422, a decrease of approximately 18.6%[14] - Total liabilities amounted to $2,489,358, which, after adjustments, were restated to $2,766,848, reflecting an increase of about 11.1%[14] - The company reported a net income (loss) of $47,349, which, after adjustments, resulted in a loss of $322,770, indicating a substantial negative shift[16] - The accumulated deficit increased from $386,324 to $1,004,975 after adjustments, representing a significant deterioration in financial health[14] - Current liabilities totaled $384,786, which, after adjustments, were restated to $2,433,423, indicating a substantial increase of approximately 532%[14] - Basic and fully diluted loss per share attributable to Holdings was reported at $(1.14), which adjusted to $(3.83), reflecting a significant increase in losses per share[16] - Total net revenues for the year ended December 31, 2023, were reported at $1,965,017, with adjustments leading to a restated figure of $1,689,920, reflecting a decrease of approximately 14%[20] - Gross profit for the same period was $833,003, which, after adjustments, was restated to $674,720, indicating a reduction of about 19%[20] - Operating income (loss) was reported at $85,249, with adjustments resulting in a restated operating loss of $69,409, a decline of approximately 181%[20] - Net income attributable to Holdings was $246,286, which, after adjustments, was restated to $108,647, representing a decrease of around 56%[20] - The total assets as of December 31, 2023, were reported at $3,816,981, with adjustments leading to a restated total of $3,325,141, a reduction of approximately 13%[18] - Total liabilities amounted to $2,297,600, with adjustments resulting in a restated total of $2,468,716, reflecting an increase of about 7%[18] - Cash and cash equivalents were reported at $446,684, with adjustments leading to a restated figure of $446,616, showing a minimal decrease[18] - The company reported a loss from continuing operations of $61,251, which was adjusted to a loss of $198,890, indicating a significant increase in losses[20] - The company classified its 2022 Term Loan and Revolving Credit Facility as current liabilities due to non-compliance with financial covenants for the years ended December 31, 2024 and 2023[18] Financial Performance and Guidance - The company adjusted its full year 2025 guidance for Subsidiary Adjusted EBITDA to a range of $330 million to $360 million, excluding Lugano's impact, consistent with prior guidance[2] - Net revenues for the year ended December 31, 2024, were reported at $1,788,013, an increase from $1,689,920,000 in 2023[11] - The company reported a net loss attributable to Holdings of $208,861,000 for 2024, compared to a net income of $108,647,000 in 2023[11] - Adjusted EBITDA is used by the company to assess performance, but it is not reconciled to GAAP measures due to uncertainties regarding net income from continuing operations[3][4] - The company reported a gain on the sale of discontinued operations amounting to $283,025, with no adjustments necessary for this figure[20] - For the year ended December 31, 2024, the consolidated net income (loss) from continuing operations was $(327,822) thousand, compared to $(274,651) thousand for 2023, indicating a decline in performance[21][22] - Adjusted EBITDA for 2024 was $174,824 thousand, a significant increase from $167,054 thousand in 2023, reflecting improved operational efficiency[21][22] - The company reported a net income (loss) from continuing operations of $(35,634) thousand for Corporate in 2024, compared to $(60,454) thousand in 2023, showing a reduction in losses[21][22] Cash Flow and Assets - Cash and cash equivalents decreased significantly from $446,616,000 in 2023 to $59,659,000 in 2024[9] - Interest expense, net, increased to $122,802 thousand in 2024 from $109,892 thousand in 2023, indicating higher borrowing costs[21][22] - The provision (benefit) for income taxes in 2024 was $(2,095) thousand, compared to $301 thousand in 2023, reflecting changes in tax strategy or liabilities[21][22] - Depreciation and amortization expenses totaled $148,019 thousand in 2024, up from $133,572 thousand in 2023, suggesting increased capital expenditures or asset base[21][22] - The company incurred impairment expenses of $8,182 thousand in 2024, while in 2023, impairment expenses were $90,597 thousand, indicating a reduction in asset write-downs[21][22] - Integration services fees amounted to $2,625 thousand in 2024, compared to $2,375 thousand in 2023, reflecting ongoing integration efforts post-acquisition[21][22] - The adjusted EBITDA for the Outdoor segment was $46,541 thousand in 2024, up from $52,047 thousand in 2023, indicating fluctuations in segment performance[21][22] - The company’s total other (income) expense was $167,522 thousand in 2024, compared to $83,114 thousand in 2023, highlighting increased non-recurring operating expenses[21][22] Debt and Compliance - The company is in discussions with senior lenders for an amendment to its credit agreement to provide additional relief regarding its leverage profile[2] - The company anticipates filing its 2025 first, second, and third quarter financial results on Form 10-Q to regain compliance with SEC requirements[2] - The company classified its 2022 Term Loan and Revolving Credit Facility as current liabilities due to non-compliance with financial covenants[14]

Financial Performance - For the year ended September 30, 2025, the company's continuing operations generated net sales of approximately $6.5 million[27]. - The company has historically reported net losses, which could adversely affect its financial condition and stock price[52]. - The company requires additional financing to fully implement its business plan and growth strategy, with expectations of needing funds beyond its current cash position[58]. - The company does not expect to achieve positive cash flow until the end of 2025 or longer, indicating potential operational challenges[59]. - The company has no meaningful revenue from its discontinued operations following the bankruptcy of its legacy specialty pharmaceuticals and healthcare services[25]. Supply Chain and Inventory Management - The company relies on three principal suppliers for approximately 85% of its inventory purchases, indicating a concentrated supply chain[36]. - SRx Health's business may be adversely impacted by supply chain issues, including defective products and counterfeit infiltration, which could reduce its ability to process prescriptions[75]. - The company faces risks related to inventory management, including potential excess inventory leading to markdowns or promotional sales[165]. - Halo's ability to effectively manage its manufacturing and supply chain is critical, as inaccurate demand forecasts could adversely affect operations and financial results[164]. - The company relies heavily on third-party commerce platforms, and any disruptions could negatively impact sales and customer experience[175]. Market and Competition - The majority of continuing net sales are driven by E-commerce channels, including Amazon and Chewy, reflecting strong brand loyalty through repeat purchases[28]. - The competitive landscape in the pet health and wellness industry is intensifying, with larger competitors posing significant challenges[154]. - The company faces significant competition in the specialty healthcare industry, which may hinder its ability to maintain market share[70]. - Economic conditions affecting consumer spending may negatively impact SRx Health's business and financial condition, particularly in the Canadian market[133]. - Changes in the Canadian healthcare industry, including reforms to reduce costs for publicly funded health programs, may adversely affect SRx Health's revenue and operating results[141]. Regulatory and Compliance Risks - The specialty pharmacy business operates in a highly regulated environment, with compliance risks that could impact financial performance[61]. - The company may be subject to regulatory scrutiny, and failure to comply with laws could lead to investigations and financial penalties, harming its reputation and operations[131]. - Compliance with extensive governmental regulations is critical, as non-compliance could lead to significant penalties and operational disruptions[194]. - Changes in tax and trade policies could adversely affect SRx Health's costs and access to suppliers, impacting overall business performance[93]. - Changes in laws and regulations may increase operational costs and adversely affect Halo's business and financial results[202]. Growth Strategy and Acquisitions - The company plans to grow through acquisitions and strategic alliances, having completed three significant acquisitions in 2019[185]. - SRx Health's growth strategy relies on acquiring new pharmacies and integrating them into the SRx Network, which is essential for driving organic growth and expanding wholesale distribution capabilities[134]. - Future acquisitions are critical for SRx Health's growth, but challenges in identifying and negotiating favorable terms for these acquisitions could impede its strategy[138]. - Halo's growth strategy includes introducing new products and expanding into new markets, which is critical for attracting new consumers[149]. Operational Challenges - The company emphasizes a "Win From Anywhere" culture, allowing employees to work flexibly from various locations across the U.S.[43]. - The company has experienced significant growth recently, which has put strain on its operations and requires effective management of its IT infrastructure and financial systems[136]. - Clinical trials may face delays due to various factors, which could materially impact SRx Health's business and financial condition[82]. - The company faces challenges in meeting customer expectations, which could harm its brand and lead to excess inventory if consumer preferences are not effectively anticipated[98]. - Cybersecurity threats pose a risk to SRx Health's operations, requiring ongoing investment in protective measures to safeguard patient information[107][106]. Product and Brand Management - The Halo product portfolio includes over 100 premium and super-premium pet health and wellness products, formulated to meet high-quality sourcing and nutritional standards[22]. - The company emphasizes the importance of maintaining brand quality and customer experience to ensure business success[146]. - Negative consumer sentiment on social media could impact Halo's sales and profitability[159]. - Food recalls could result in significant financial losses and harm to Halo's brand reputation[161]. - Halo faces risks related to food safety incidents, which could lead to lawsuits, recalls, and increased operating costs[160]. Financial and Stock Market Risks - The company may be deemed a "penny stock," which could adversely affect the market price and trading of its common stock[214]. - The company received a notice from NYSE American indicating compliance with continued listing standards, requiring stockholders' equity of $4 million or more[215]. - The company is subject to potential delisting from NYSE American if it fails to meet continued listing requirements, which could impair capital raising efforts[215]. - The market price of the company's common stock has been highly volatile and subject to fluctuations due to various factors[216]. - The holding company structure may limit shareholder rights in the event of subsidiary insolvency, affecting cash flow and financial stability[203].

IPO and Trust Account - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[141] - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[143] - The company incurred $16,505,915 in transaction costs related to its IPO, including $5,520,000 in underwriting fees[169] Business Combination Extensions - On February 9, 2024, shareholders approved an extension for the Company to consummate a business combination until August 11, 2024, with 2,195,847 Class A ordinary shares redeemed for $23,724,846 (approximately $10.80 per share)[147][148] - On August 9, 2024, shareholders approved another extension until May 11, 2025, with 1,487,025 Class A ordinary shares redeemed for $16,484,256 (approximately $11.09 per share)[151][152] - The company has until March 11, 2026, to consummate a Business Combination, or it will face mandatory liquidation[180] Financial Performance - The Company has not generated any revenues to date and only incurs expenses related to being a public company and due diligence activities[166] - For the three months ended March 31, 2025, the company reported a net loss of $712,127, with operating costs of $772,793, partially offset by trust dividend income of $60,666[167] - For the three months ended March 31, 2024, the company had a net loss of $333,546, with operating costs of $382,550 and non-redemption agreement expense of $375,981, offset by trust dividend income of $424,985[171] Financial Position and Liabilities - As of March 31, 2025, the company had cash outside the trust account of $425 and working capital deficits of $3,750,379[172] - The company has a convertible note with a principal amount of up to $1,000,000, due on the earlier of February 11, 2026, or the consummation of a Business Combination[176] - As of March 31, 2025, the company reported $1,275,219 due to related parties, compared to $1,189,077 as of December 31, 2024[177] - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[178] Compliance and Reporting - The Company was delisted from the NYSE on February 12, 2024, due to non-compliance with the requirement to complete a business combination within the specified time frame[159][160] - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may affect its compliance with new accounting standards[192] Business Combination Agreements - A business combination agreement was entered into on July 2, 2025, with Mkango (Cayman) Limited and other subsidiaries, aiming to merge and become a publicly traded company under the name "Mkango Rare Earths Limited"[162][163] - The Company engaged Jett Capital Advisors, LLC as a financial advisor for the proposed business combination with Lancaster Exploration Limited and its subsidiaries[165] Shareholder Actions - As of the latest reports, the Company has approximately 491,806 Class A ordinary shares issued and outstanding following redemptions[156] - The company has not entered into any non-redemption agreements for the three months ended March 31, 2025[187]

Revenue and Sales Performance - Revenue for the third quarter of fiscal 2026 was $9.7 billion, a 2.4% increase compared to $9.4 billion in the same period last year[88]. - Comparable sales grew by 2.7% in the third quarter and 1.2% in the first nine months of fiscal 2026, driven by growth in computing, gaming, and mobile phones[89]. - Domestic segment revenue for the three months ended November 1, 2025, was $8,878 million, a 2.1% increase from $8,697 million in the same period last year[101]. - Online revenue in the Domestic segment reached $2,823 million for the third quarter, reflecting a 3.5% increase on a comparable basis[104]. - International segment revenue increased to $794 million for the three months ended November 1, 2025, representing a 6.1% growth compared to $748 million in the prior year[110]. Profitability and Earnings - Gross profit for the third quarter was $2.25 billion, representing 23.2% of revenue, slightly down from 23.5% in the prior year[88]. - Operating income for the third quarter decreased to $198 million, with an operating income rate of 2.0%, down from 3.7% in the same quarter last year[88]. - Net earnings for the third quarter were $140 million, resulting in diluted EPS of $0.66, a decrease from $1.26 in the prior year[88]. - Adjusted operating income for the Domestic segment was $360 million for the third quarter, with an adjusted operating income margin of 4.1%[101]. - The International segment's adjusted operating income increased to $28 million for the third quarter, with an adjusted operating income margin of 3.5%[110]. - Consolidated adjusted operating income for the three months ended November 1, 2025, was $388 million, representing 4.0% of revenue[120]. - Adjusted diluted EPS for the three months ended November 1, 2025, was $1.40, compared to $1.26 in the same period last year[120]. - Adjusted operating income rate increased in Q3 of fiscal 2026, primarily due to a favorable SG&A rate, partially offset by an unfavorable gross profit rate[125]. - Adjusted diluted EPS increased in Q3 of fiscal 2026, primarily due to higher adjusted operating income[127]. Costs and Expenses - Restructuring charges in the first nine months of fiscal 2026 totaled $218 million, primarily related to labor and store optimization initiatives[90]. - Goodwill and intangible asset impairments in the third quarter amounted to $171 million, reflecting downward revisions in revenue growth rates for Best Buy Health[91]. - Income tax expense for the third quarter decreased to $64 million, with an effective tax rate of 31.5%, up from 23.9% in the prior year[98]. - The adjusted effective tax rate increased in Q3 of fiscal 2026, primarily due to decreased tax benefits from green energy incentives[126]. - Cash dividends declared and paid decreased to $199 million in Q3 of fiscal 2026, compared to $202 million in Q3 of fiscal 2025, due to fewer shares outstanding[143]. Cash Flow and Capital Management - Cash and cash equivalents decreased to $923 million as of November 1, 2025, from $1,578 million as of February 1, 2025, primarily due to dividend payments and capital expenditures[130]. - Total cash provided by operating activities increased to $684 million for the nine months ended November 1, 2025, compared to $561 million for the same period in the prior year[132]. - Total cost of shares repurchased decreased to $34 million in Q3 of fiscal 2026, down from $135 million in Q3 of fiscal 2025[142]. - The company entered into a $1.25 billion five-year senior unsecured revolving credit facility agreement on April 18, 2025, which permits borrowings of up to $1.25 billion[137]. - Restricted cash decreased to $271 million as of November 1, 2025, from $290 million as of February 1, 2025, primarily due to releases of product protection reserves[138]. Foreign Currency and Interest Rate Management - Foreign currency exchange rate fluctuations had an unfavorable impact of $13 million on revenue during the third quarter of fiscal 2026[155]. - The estimated impact of foreign exchange rate fluctuations on revenue for the first nine months of fiscal 2026 was $44 million[155]. - The company utilizes foreign currency forward contracts to manage exposure related to certain forecasted inventory purchases and recognized receivable and payable balances[154]. - The primary objective of holding derivatives is to reduce the volatility of net earnings and cash flows associated with foreign currency exchange rates[154]. - The strength of the U.S. dollar against the Canadian dollar primarily drove foreign currency exchange rate fluctuations compared to the prior-year period[155]. - The estimated impacts of foreign exchange rate fluctuations on net earnings in the third quarter and first nine months of fiscal 2026 were not significant[155]. - The company has swapped a portion of its fixed-rate debt to floating rate, which will vary with short-term interest rates[152]. - A 50-basis point increase in short-term interest rates would have led to an estimated $3 million increase in interest income during the third quarter ended November 1, 2025[153]. - Further information regarding interest rate swaps can be found in the Annual Report on Form 10-K for the fiscal year ended February 1, 2025[152]. Store Operations - Total domestic stores decreased to 926 from 957 year-over-year, with plans to reduce the store count by 5 in fiscal 2026[96][97]. - The revenue mix for the Domestic segment showed that computing and mobile phones accounted for 49% of revenue, with a comparable sales growth of 7.6%[105]. - Domestic segment gross profit for the three months ended November 1, 2025, was $2,067 million, with a gross profit margin of 23.3%[101]. - The International segment's gross profit margin increased to 22.8% for the three months ended November 1, 2025, driven by favorable supply chain costs[116].

Revenue and Growth - Total revenue for the three months ended October 31, 2025, was $818.35 million, a 8.4% increase from $754.82 million in the same period of 2024[97] - Subscription revenue accounted for 98% of total revenue for both the three and nine months ended October 31, 2025, compared to 97% for the same periods in 2024[92] - The number of customers with annualized contract values greater than $300,000 increased to 1,165 as of October 31, 2025, up from 1,075 in 2024, indicating growth in enterprise customer base[96] - International revenue grew by 13% in the nine months ended October 31, 2025, representing 30% of total revenue for the three months ended October 31, 2025[105] - Subscription revenue increased by $66.3 million, or 9%, in the three months ended October 31, 2025, and by $188.0 million, or 9%, in the nine months ended October 31, 2025, primarily due to the expansion of revenue from commercial and enterprise accounts[124] - Total revenue for the three months ended October 31, 2025, was $818.35 million, an increase of 8% compared to $754.82 million in the same period of 2024[121] Profitability - Net income for the three months ended October 31, 2025, was $83.73 million, compared to $62.42 million in the same period of 2024, reflecting a 34.2% increase[97] - Net income for the three months ended October 31, 2025, was $83.73 million, or 10% of total revenue, compared to $62.42 million, or 8%, in the same period of 2024[121] - GAAP net income for Q3 2025 was $83.7 million, an increase from $62.4 million in Q3 2024, marking a growth of 34.5%[164] - Non-GAAP net income for Q3 2025 reached $211.1 million, up from $188.5 million in Q3 2024, indicating a rise of 12.0%[164] Expenses and Costs - Operating expenses increased to $562.45 million in the three months ended October 31, 2025, compared to $539.25 million in the same period of 2024, primarily due to investments in workforce[128] - Research and development expenses rose by $16.5 million, or 11%, in the three months ended October 31, 2025, driven by investments in product innovation, including the acquisition of Lexion[129] - Cost of revenue for the three months ended October 31, 2025, was $170.55 million, an increase of 9% from $156.54 million in the same period of 2024[125] - Sales and marketing expenses increased by $5.9 million, or 2%, in the three months ended October 31, 2025, totaling $296.52 million[128] - General and administrative expenses increased by $0.8 million, or 1%, in the three months ended October 31, 2025, totaling $98.31 million[130] Cash and Investments - Cash, cash equivalents, restricted cash, and investments totaled $1.1 billion as of October 31, 2025[97] - As of October 31, 2025, the company had $839.9 million in cash and cash equivalents, along with $208.5 million in long-term investments[136] - A revolving credit facility of $750.0 million was established in May 2025, with no outstanding borrowings as of October 31, 2025[137] - Cash provided by operating activities was $787.8 million for the nine months ended October 31, 2025, compared to $709.4 million for the same period in 2024[145][146] - Net cash used in investing activities was $93.1 million for the nine months ended October 31, 2025, primarily due to $79.4 million in property and equipment purchases[147] - The company repurchased 7.7 million shares of common stock for $600.0 million during the nine months ended October 31, 2025[143] Strategic Initiatives - The company plans to invest in product innovation and enhance operational efficiency as part of its long-term growth strategy[100] - The IAM platform is expected to be offered across direct sales, partner-assisted sales, and digital self-service purchasing channels[94] - The company aims to strengthen its omnichannel go-to-market strategy to better address customer needs and optimize cost structure[99] - Future capital requirements will depend on growth rate, customer retention, and potential acquisitions, with a possibility of needing additional financing[140] Performance Metrics - Billings, reflecting sales to new customers and renewals, are crucial for measuring periodic performance, especially given the annual payment structure of customers[160] - GAAP gross profit for Q3 2025 was $647.8 million, up from $598.3 million in Q3 2024, representing a growth of 8.5%[162] - Non-GAAP gross profit for Q3 2025 was $669.5 million, compared to $622.4 million in Q3 2024, reflecting an increase of 7.6%[162] - Non-GAAP free cash flow for Q3 2025 was $262.9 million, compared to $210.7 million in Q3 2024, showing an increase of 24.8%[165] - Non-GAAP billings for Q3 2025 were $829.5 million, compared to $752.3 million in Q3 2024, reflecting an increase of 10.3%[166] - GAAP operating margin for Q3 2025 was 10.4%, up from 7.8% in Q3 2024, indicating a significant improvement[163] - Non-GAAP operating margin for Q3 2025 was 31.4%, compared to 29.6% in Q3 2024, showing an increase of 1.8 percentage points[163]

Financial Performance - For the three months ended November 1, 2025, product sales increased to $760.32 million, up from $705.51 million for the same period last year, representing a growth of 7.7%[13] - Net revenue for the nine months ended November 1, 2025, reached $2.21 billion, compared to $2.06 billion for the same period in the previous year, reflecting an increase of 7.2%[13] - Gross profit for the three months ended November 1, 2025, was $335.98 million, compared to $321.88 million for the same period last year, indicating a growth of 4.4%[13] - The company reported a net earnings of $29.39 million for the three months ended November 1, 2025, compared to a net loss of $20.76 million for the same period last year[13] - Net earnings for the nine months ended November 1, 2025, were $6,438,000, a significant improvement from a net loss of $(13,485,000) in the same period last year, representing a turnaround of approximately 148%[18] - Total net revenue for the three months ended Nov 1, 2025, was $791.427 million, a significant increase from the previous year[108] - For the nine months ended Nov 1, 2025, total net revenue was $2.212 billion, with product sales amounting to $2.130 billion[109] Assets and Liabilities - Total assets as of November 1, 2025, amounted to $3.01 billion, an increase from $2.77 billion as of February 1, 2025, representing a growth of 8.7%[12] - Current liabilities remained stable at $831.91 million as of November 1, 2025, compared to $831.33 million as of February 1, 2025[12] - The company’s long-term debt and finance lease obligations increased to $299.54 million as of November 1, 2025, compared to $150.67 million as of February 1, 2025[12] - Total debt and finance lease obligations as of November 1, 2025, amounted to $326,252, with long-term obligations at $299,542[114] Cash Flow and Investments - Cash flows from operating activities showed a net cash used of $(37,956,000), an improvement compared to $(61,555,000) in the prior year, indicating a reduction in cash outflow by about 38%[18] - Net cash used in investing activities was $(71,795,000), a decrease from $(85,333,000) in the prior year, indicating a 16% improvement in cash management[18] - The company reported a net cash provided by financing activities of $68,777,000, contrasting with a net cash used of $(61,977,000) in the prior year, indicating a positive shift in financing strategy[18] Expenses - Selling, general and administrative expenses for the three months ended November 1, 2025, were $309.03 million, up from $279.39 million for the same period last year, an increase of 10.6%[13] - The company reported depreciation and amortization expenses of $54,762,000, up from $51,114,000, reflecting a 5% increase year-over-year[18] - Advertising and marketing expenses for the three and nine months ended November 1, 2025, were $25.3 million and $76.3 million, respectively, compared to $25.7 million and $68.6 million for the same periods in 2024[51] Shareholder Activities - Dividends paid during the period totaled $43,413,000, down from $167,187,000, representing a reduction of approximately 74%[18] - The cash dividend declared per share for the three months ended November 1, 2025, was $0.225, down from $0.300 in the same period in 2024[90] - The company had remaining authority under the 2024 Share Repurchase Program to purchase approximately $139.8 million of its common stock as of November 1, 2025[89] Acquisitions and Mergers - Guess? announced the acquisition of all operating assets and a 50% interest in the intellectual property assets of rag & bone on April 2, 2024[25] - The company completed the acquisition of rag & bone on April 2, 2024, which included 34 stores in the U.S. and two in the U.K.[59] - A proposed take-private transaction with Authentic Brands Group was announced on August 20, 2025, offering shareholders $16.75 per share in cash[26] - The merger agreement includes a strategic partnership where Authentic would own 51% of the company's intellectual property[27] - The company’s stockholders adopted the merger agreement on November 21, 2025, with certain regulatory approvals still pending[29] Inventory and Receivables - The company's inventories increased to $692.266 million as of November 1, 2025, compared to $562.649 million as of February 1, 2025, representing a rise of about 23.1%[98] - As of November 1, 2025, total accounts receivable amounted to $417.175 million, up from $397.815 million as of February 1, 2025, reflecting a growth of approximately 4.3%[97] - Approximately 43% of the Company's total net trade accounts receivable were subject to credit insurance coverage as of November 1, 2025[49] Legal and Regulatory Matters - The Company is involved in legal proceedings, including a customs tax assessment totaling €9.8 million ($11.3 million) from the Italian Customs Agency, which the Company is appealing[182] Pension and Benefits - The net periodic defined benefit pension cost for the three months ended November 1, 2025, was $1.821 million, with a total cost of $5.329 million for the nine months ended[189] - The foreign pension plans had a total projected benefit obligation of $77.2 million and plan assets of $63.1 million as of November 1, 2025, resulting in a net liability of $14.1 million[188] Market Conditions - The Company continues to monitor macroeconomic conditions, including inflation and consumer spending declines, which are negatively impacting its business[36]

Financial Performance - Net sales for the three months ended November 1, 2025, increased by $41.8 million, or approximately 3%, to $1,468.8 million compared to $1,427.0 million for the prior year[63] - Net income for the three months ended November 1, 2025, was $129.8 million ($8.31 per share), compared to $124.6 million ($7.73 per share) for the same period in 2024, reflecting a 2.6% increase in net income[59] - Comparable store sales increased by 3% for the third quarter of 2025, compared to a decrease of 4% in the prior year[58] - Gross margin increased to $637.1 million for the three months ended November 1, 2025, up from $607.7 million in the same period in 2024, representing a 4.8% increase[87] - Retail operations segment gross margin as a percentage of sales rose to 45.3% for the three months ended November 1, 2025, compared to 44.5% for the same period in 2024[88] Expenses and Costs - Selling, general and administrative expenses increased by $21.5 million to $440.4 million, representing 30.0% of sales, up from 29.4% in the prior year[59] - Total SG&A expenses increased by $21.5 million to $440.4 million for the three months ended November 1, 2025, representing 30.0% of sales, up from 29.4% in the same period in 2024[93] - Interest and debt income decreased by $1.4 million to $(3.1) million for the three months ended November 1, 2025, compared to $(4.5) million for the same period in 2024[99] - Other expenses decreased by $1.1 million to $5.0 million for the three months ended November 1, 2025, compared to $6.2 million for the same period in 2024[100] Cash Flow and Capital Expenditures - Cash flow provided by operating activities for the nine months ended November 1, 2025, was $505.9 million, an increase of $156.5 million from $349.4 million in the prior year[60] - Net cash flows from operations increased by $156.4 million to $505.9 million for the nine months ended November 1, 2025, compared to $349.4 million for the same period in 2024[106] - Capital expenditures were $73.8 million for the nine months ended November 1, 2025, down from $89.1 million in the same period in 2024[113] Debt and Financial Position - The company operated 272 stores as of November 1, 2025, including 28 clearance centers, with total debt outstanding of $521.6 million[61] - The Company had cash and cash equivalents of $1.149 billion as of November 1, 2025, with a credit facility providing a borrowing capacity of $800 million[118] Special Dividends and Share Repurchase - A special dividend of $30.00 per share was declared on November 20, 2025, payable on January 5, 2026[122] - The Company repurchased 0.3 million shares of Class A Common Stock at an average price of $359.16 per share for $107.8 million during the nine months ended November 1, 2025[121] Strategic Partnerships and Future Expectations - The Company recognized income of $28.5 million from the Citibank Alliance during the nine months ended November 1, 2025, compared to $37.6 million from the Wells Fargo Alliance in the same period in 2024[111] - The company expects income from the new Citibank Alliance to initially be less than historical earnings from the Wells Fargo Alliance[85] - The Company expects cash flows from the new credit program with Citi to initially be less than historical cash flows from the Wells Fargo Alliance[112] - The company plans to continue aligning expenses with sales performance[97] Taxation - The estimated federal and state effective income tax rate for the three months ended November 1, 2025, was approximately 23.1%[103] - The Company expects the fiscal 2025 federal and state effective income tax rate to approximate 19%, influenced by a special dividend of $30.00 per share[104] Inventory and Sales Transactions - The average dollars per sales transaction increased by 5% for the three months ended November 1, 2025, despite a 1% decrease in the number of sales transactions[77] - Total inventory increased by 2% at November 1, 2025, compared to November 2, 2024[91] Construction Segment Performance - The construction segment's net sales decreased by approximately 4% to $68.2 million for the three months ended November 1, 2025, due to reduced construction activity[79] - Remaining performance obligations related to executed construction contracts totaled $92.3 million as of November 1, 2025, a decrease of approximately 54% from February 1, 2025[79] Other Income - Service charges and other income decreased by $1.9 million to $22.2 million for the three months ended November 1, 2025, compared to $24.2 million for the same period in 2024, primarily due to lower finance charges and late fees[84]

Financial Performance - Net sales for the thirteen weeks ended November 1, 2025, were $1,290,619, representing a 7% increase compared to $1,208,966 for the same period in 2024 [102]. - Comparable sales for the thirteen weeks increased by 3%, while the thirty-nine weeks saw a 4% increase compared to the previous year [104]. - Operating income for the thirteen weeks was $155,021, with an operating income margin of 12.0%, down from 14.8% in the prior year [102]. - Net income attributable to A&F for the thirteen weeks was $112,995, resulting in a net income per share of $2.36, compared to $2.50 in the same period last year [102]. - Net income for the thirteen weeks ended November 1, 2025, was $115,100, which is 8.9% of net sales, down from $133,864 or 11.1% for the same period in 2024 [151]. - Adjusted non-GAAP net income attributable to Abercrombie & Fitch for the year-to-date period of Fiscal 2025 was $306,046, representing 8.5% of net sales [125]. - Adjusted non-GAAP net income per diluted share for the thirty-nine weeks ended November 1, 2025, was $6.24, down 12.5% from $7.13 in the prior year [126]. - EBITDA for the thirteen weeks ended November 1, 2025, was $193.6 million, representing 15.0% of net sales, compared to $218.8 million or 18.1% of net sales in the same period of 2024 [127]. - Adjusted EBITDA for the thirty-nine weeks ended November 1, 2025, was $539,204, accounting for 15.0% of net sales, compared to $601,366 or 17.9% for the same period in 2024 [151]. Store Operations - The Company opened 48 new stores, remodeled 24 stores, and closed 10 stores through the end of the third fiscal quarter, with a plan for approximately 40 net store openings in Fiscal 2025 [96]. - The Company is focused on driving sales growth through marketing and store investments while pursuing new geographies via franchise, wholesale, and licensing partnerships [88]. Expenses and Costs - The Company expects to incur approximately $90 million of net tariff expense, or 170 basis points as a percent of net sales, negatively impacting operating profit in Fiscal 2025 [91]. - Cost of sales for the thirteen weeks was $483,670, representing 37.5% of net sales, an increase of 260 basis points from the previous year [108]. - Selling expenses for the thirteen weeks were $420,990, accounting for 35.6% of net sales, an increase of 80 basis points year-over-year [111]. - General and administrative expenses for the thirteen weeks ended November 1, 2025, were $188,246, a decrease of $5 million compared to the same period in 2024, with a percentage of net sales decreasing by 60 basis points to 15.0% [114]. - For the year-to-date period of Fiscal 2025, general and administrative expenses decreased by $12 million compared to the previous year, with a percentage of net sales decreasing by 140 basis points to 15.1% [115]. Cash Flow and Liquidity - Cash and equivalents decreased to $605,783 as of November 1, 2025, from $772,727 as of February 1, 2025 [102]. - For the thirty-nine weeks, net cash provided by operating activities was $313,000, down from $402,756 in the previous year [102]. - The company had cash and cash equivalents of $605.8 million and total liquidity of approximately $1.1 billion, down from $772.7 million and $1.2 billion at the beginning of Fiscal 2025 [131]. - The company expects primary cash requirements over the next twelve months to focus on investments in the business, including inventory acquisition and marketing [129]. Regional Performance - The Americas region saw a net sales increase of 7% for the thirteen weeks, with comparable sales growth of 4% [106]. - Operating income for the Americas region decreased by $16 million, or 360 basis points as a percentage of region net sales, compared to the third quarter of Fiscal 2024 [120]. - Operating income for the EMEA region decreased by $22 million, or 460 basis points as a percentage of region net sales, compared to the year-to-date period of Fiscal 2024 [120]. - Hollister brand net sales increased by 16% for the thirteen weeks, while Abercrombie brand sales decreased by 2% [107]. Tax and Interest - The effective tax rate for the thirteen weeks ended November 1, 2025, was 28.5%, compared to 28.8% for the same period in 2024 [123]. - Interest income, net for the thirteen weeks ended November 1, 2025, decreased by $2.8 million compared to the same period in 2024, primarily due to a reduction in interest income from time deposits and money market accounts [121]. Strategic Initiatives - The Company anticipates implementing new merchandising and human capital management systems in the first half of Fiscal 2026 as part of its multi-year ERP system transformation [88]. - The Company is implementing mitigation strategies to address the impact of tariffs, including evaluating supply chain changes and negotiating with vendors [91]. - The Company has a disciplined investment philosophy aimed at maintaining a durable balance sheet and consistent free cash flow [99]. - The Company continues to monitor global events and assess their potential impacts on business operations [94]. - The enactment of the One Big Beautiful Bill Act did not have a material impact on the Company's consolidated financial statements [98]. Foreign Currency and Risk Management - The company uses foreign currency exchange forward contracts to mitigate risks associated with foreign currency transactions and forecasted transactions [157]. - A hypothetical 10% devaluation of the U.S. dollar against foreign currencies could decrease the fair values of foreign currency exchange forward contracts by approximately $17.5 million [158]. - The company eliminated interest rate risk by redeeming all outstanding 8.75% Senior Secured Notes on July 15, 2024 [155]. - The impact of foreign currency exchange rates on net sales was neutral for the thirteen weeks ended November 1, 2025, with no significant changes reported [149]. Share Repurchase - The company repurchased approximately 4.5 million shares of its Common Stock for about $350 million during the year-to-date period ended November 1, 2025, with $950 million remaining under the $1.3 billion share repurchase program [133].

Company Segments - Cooper Companies operates through two segments: CooperVision, focusing on contact lenses, and CooperSurgical, specializing in fertility and women's health[21]. - CooperSurgical offers over 600 products and services, including medical devices for gynecology and obstetrics, and fertility products used in IVF processes[23][31]. Product Innovations - CooperVision's MiSight 1 day lens is the first FDA-approved product to slow myopia progression in children aged 8-12, with approvals in China and Japan expected in 2021 and 2025 respectively[22][30]. - CooperSurgical's Paragard IUD is a hormone-free contraceptive option available in the U.S., competing with hormonal IUDs and other birth control methods[36]. - CooperVision's Biofinity brand is its highest-grossing product, with a focus on silicone hydrogel lenses for various vision correction needs[26]. Research and Development - The company employs approximately 500 people in research and development, focusing on new contact lens designs and manufacturing technologies[44]. - CooperSurgical's research and development includes innovations in instruments, devices, and digital services to improve clinical outcomes[45]. - The company is committed to expanding its integrated solutions model in fertility and women's health through strategic transactions and product development[34]. Market Trends - The market for contact lenses is expanding, particularly in myopia management, with CooperVision investing in education to increase awareness among practitioners and families[29][30]. - CooperSurgical anticipates a shift towards group practices and corporate ownership in OB/GYN and fertility clinics, which may enhance supply chain control and vendor standardization[39]. - The contact lens industry is evolving with new distribution models and online services, which may conflict with CooperVision's strategy[145]. Regulatory Compliance - The majority of medical devices marketed by the company have received FDA clearance through the 510(k) process or approval through the PMA process[51]. - The company maintains ISO 13485 certification and CE marks for its products, which are necessary for marketing medical devices in the EU[61]. - Compliance with general safety and performance requirements is essential for obtaining CE marks, which are necessary for marketing in the EU[65]. - The company must undergo conformity assessments and audits by EU notified bodies to ensure compliance with the EU IVDR for current and future tests[69]. - The FDA's Cybersecurity requirements for medical devices include a comprehensive risk management plan and a Software Bill of Materials (SBOM) to support vulnerability tracking[58]. International Operations - The company derives approximately 50% of its net sales from international markets, indicating a strong reliance on foreign operations for growth[109]. - In Asia Pacific, regulatory approval processes for medical devices are complex and vary significantly by country, often requiring proof of home country approval prior to registration, which can delay product launches[73]. - The NMPA in China mandates physical testing and in-country clinical trials for medical device registrations, impacting the time to market[74]. Financial Risks - The company faces significant risks from current market conditions, including recessionary pressures that could adversely affect liquidity and financial condition[105]. - Inflationary pressures have led to increased costs, which may not be fully passed on to customers, impacting profitability[108]. - Pricing pressure from competitors and changes in third-party reimbursement could adversely affect demand for CooperSurgical products, impacting operating results[126]. Cybersecurity and IT Risks - Cybersecurity threats are increasing, with potential disruptions to information technology systems that could lead to significant financial and reputational harm[121]. - The company is in the process of implementing new ERP systems, which are costly and complex, potentially impacting financial reporting and commercial activities[123]. Employee and Workplace Culture - The company has implemented a Connection & Belonging strategy to foster an inclusive work environment, promoting diversity and innovation[98]. - The company emphasizes employee training and development, offering job-specific training and regular feedback to enhance workplace culture[100]. - The company is experiencing challenges in recruiting and retaining skilled personnel, which could disrupt operations[159]. Competition and Market Position - CooperVision operates in a highly competitive environment, facing significant competition from major players like Johnson & Johnson and Alcon, which may have greater resources[143]. - CooperSurgical competes in the family and women's health care market, focusing on technological and scientific advances, product quality, and customer service[146]. Regulatory Challenges - The evolving regulatory landscape in the EU and UK may significantly impact business operations and compliance costs[186]. - Changes in healthcare legislation, such as the ACA and recent EU regulations, could materially impact the company's revenue and operational costs[210][213]. - Compliance with evolving environmental, social, and governance (ESG) regulations may incur significant costs and affect the company's operations[156].

Financial Performance - ChargePoint had an accumulated deficit of $2,067.2 million as of October 31, 2025[163]. - The net loss for the nine months ended October 31, 2025, was $175.8 million, an improvement from a net loss of $218.3 million in the same period of 2024, indicating a 19.4% reduction in losses[235]. - For the nine months ended October 31, 2025, net cash used in operating activities was $(61.608) million, an improvement from $(144.265) million in 2024[233]. - For the nine months ended October 31, 2025, net cash used in operating activities was $61.6 million, compared to $144.3 million for the same period in 2024, representing a 57.3% decrease[234]. - Interest income decreased by 51.1% to $3.392 million for the nine months ended October 31, 2025, down from $6.930 million in 2024, primarily due to lower cash balances[209]. - Interest expense decreased by 5.1% to $21.346 million for the nine months ended October 31, 2025, compared to $22.486 million in 2024[211]. - Other income increased to $2.005 million for the nine months ended October 31, 2025, compared to a loss of $1.090 million in 2024, driven by favorable changes in foreign exchange rates[213]. - Non-cash charges for the nine months ended October 31, 2025, totaled $98.6 million, which included $51.5 million in stock-based compensation[234]. - Net cash used in investing activities was $3.4 million for the nine months ended October 31, 2025, down from $10.1 million in the same period of 2024, reflecting a 66.3% decrease[237]. - Net cash provided by financing activities increased to $18.1 million for the nine months ended October 31, 2025, compared to $16.4 million in the same period of 2024, marking a 10.4% increase[239]. Revenue Sources - ChargePoint's revenue is primarily generated from the sale of Networked Charging Systems, subscriptions to the ChargePoint Platform, and extended warranties, with revenue recognized ratably over the subscription period[161]. - ChargePoint's subscriptions revenue includes ChargePoint Platform software and CPaaS, recognized over time as services are delivered[179]. - ChargePoint's revenue from Networked Charging Systems includes AC and DC products, with revenue recognized upon shipment to customers[178]. - Networked Charging Systems revenue for the three months ended October 31, 2025, was $56,389,000, an increase of 7.1% compared to $52,662,000 for the same period in 2024[183]. - Subscriptions revenue for the three months ended October 31, 2025, was $42,004,000, reflecting a growth of 15.3% from $36,417,000 in the same period of 2024[184]. - Other revenue decreased by 30.9% to $7,281,000 for the three months ended October 31, 2025, down from $10,533,000 in the same period of 2024[185]. Expenses and Profitability - Gross profit for the three months ended October 31, 2025, was $32,486,000, representing a 42.6% increase from $22,786,000 in the same period of 2024[196]. - The gross margin for the three months ended October 31, 2025, improved to 30.7%, up from 22.9% in the same period of 2024[196]. - Research and development expenses decreased to $34,675,000 for the three months ended October 31, 2025, down 9.5% from $38,299,000 in the same period of 2024[199]. - Sales and marketing expenses for the three months ended October 31, 2025, were $24,500,000, a decrease of 29.4% compared to $34,678,000 in the same period of 2024[202]. - General and administrative expenses for the three months ended October 31, 2025, were $17,646,000, a slight decrease of 1.8% from $17,975,000 in the same period of 2024[206]. - General and administrative expenses increased by $15.0 million in non-recurring operating expenses and $3.9 million in other operating expenses for the nine months ended October 31, 2025, compared to the same period in 2024[207]. Market Position and Strategy - ChargePoint is a market leader in North America for commercial Level 2 AC charging and aims to expand its market share in EV charging solutions[172]. - The company targets three key verticals: commercial, fleet, and residential, focusing on various customer segments including retail, healthcare, and municipal fleets[162]. - ChargePoint expects long-term revenue growth in both Networked Charging Systems and subscriptions due to increased demand in the EV and charging infrastructure market[182]. - The company anticipates a decrease in research and development expenses as a percentage of revenue as it optimizes its activities[198]. Cash and Financing - As of October 31, 2025, ChargePoint had cash and cash equivalents of $180.9 million, down from $225.0 million as of January 31, 2025[219]. - ChargePoint expects to continue funding its operations primarily through equity and debt financing due to ongoing net losses and negative cash flows[228]. - The company anticipates that its cash on hand will satisfy its working capital and capital requirements for at least the next twelve months[219]. - ChargePoint entered into a new "at-the-market" sales agreement on September 8, 2025, allowing for the sale of up to $150 million in common stock[227]. - ChargePoint's 2028 Convertible Notes were amended in October 2023, increasing cash interest to 7.0% per annum and extending the maturity date to April 1, 2028[220]. Risks and Challenges - The company is subject to macroeconomic risks, including geopolitical events and inflation, which could impact customer behavior and demand for EV infrastructure[170]. - ChargePoint is exposed to foreign currency risks, particularly with revenue and operating expenses in euros, which may impact financial results as international operations expand[245]. - A hypothetical 10% decrease in foreign currencies against the U.S. dollar would not result in a material foreign currency loss on foreign-denominated balances as of October 31, 2025[246]. - ChargePoint does not currently hedge its foreign currency exchange risk but may consider doing so as international operations grow[247]. - The company has not entered into any off-balance sheet arrangements[240].