[Part I - Financial Statements](index=3&type=section&id=Part%20I%20-%20Financial%20Statements) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited consolidated financial statements for the three months ended August 3, 2025 [Consolidated Statements of Net Loss](index=4&type=section&id=Consolidated%20Statements%20of%20Net%20Loss) Details the company's net sales, gross profit, operating income, and net loss for the recent quarter Consolidated Statements of Net Loss | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | Net sales | $50,691 | $56,537 | -10.3% | | Gross profit | $7,228 | $5,076 | 42.4% | | Income (loss) from operations | $1,617 | $(6,851) | -123.6% | | Net loss | $(231) | $(7,261) | -96.8% | | Net loss per share - basic | $(0.02) | $(0.58) | -96.6% | [Consolidated Statements of Comprehensive Loss](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) Outlines the comprehensive loss, including net loss and unrealized gains on investments Consolidated Statements of Comprehensive Loss | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | | :-------------------- | :------------- | :------------ | | Net loss | $(231) | $(7,261) | | Unrealized holding gain on investments, net of tax | $142 | $80 | | Comprehensive loss | $(89) | $(7,181) | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Provides a snapshot of the company's assets, liabilities, and shareholders' equity at the end of the period Consolidated Balance Sheets | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :-------------------- | :------------- | :------------ | :------------- | | Total current assets | $88,891 | $82,678 | $83,534 | | Total assets | $126,414 | $129,139 | $123,370 | | Total current liabilities | $47,903 | $42,221 | $46,964 | | Total liabilities | $68,767 | $60,015 | $65,730 | | Total shareholders' equity | $57,647 | $69,124 | $57,640 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash movements from operating, investing, and financing activities during the quarter Consolidated Statements of Cash Flows | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | | :-------------------- | :------------- | :------------ | | Net cash used in operating activities | $(695) | $(206) | | Net cash provided by (used in) investing activities | $986 | $(332) | | Net cash provided by financing activities | $5,154 | $4,010 | | Increase in cash and cash equivalents | $5,465 | $3,460 | | Cash and cash equivalents at end of period | $11,094 | $13,472 | [Consolidated Statements of Shareholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity) Details the changes in shareholders' equity resulting from net loss and other equity-related activities Consolidated Statements of Shareholders' Equity | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | | :-------------------- | :------------- | :------------ | | Total Shareholders' Equity (end of period) | $57,647 | $69,124 | | Net loss | $(231) | $(7,261) | | Stock-based compensation | $156 | $176 | | Unrealized gain on investments | $142 | $80 | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies and specific financial statement items [1. Basis of Presentation](index=11&type=section&id=1.%20Basis%20of%20Presentation) The financial statements include all necessary recurring adjustments for fair presentation - The unaudited condensed consolidated financial statements include all necessary normal recurring adjustments for fair presentation[27](index=27&type=chunk) - The three months ended August 3, 2025, and July 28, 2024, represent **14-week and 13-week periods**, respectively[28](index=28&type=chunk) [2. Significant Accounting Policies](index=11&type=section&id=2.%20Significant%20Accounting%20Policies) Outlines key accounting policies and the impact of new accounting standards - No changes in significant accounting policies as of August 3, 2025; business segments were renamed to **bedding and upholstery**[29](index=29&type=chunk) - ASU 2023-09 (Improvements to Income Tax Disclosures) is effective for fiscal 2026 and will **materially impact disclosures**[31](index=31&type=chunk) - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for fiscal 2028, and the company is **evaluating its impact**[32](index=32&type=chunk)[33](index=33&type=chunk) [3. Allowance for Doubtful Accounts](index=13&type=section&id=3.%20Allowance%20for%20Doubtful%20Accounts) Details the changes in the allowance for doubtful accounts based on customer credit risk - The allowance for doubtful accounts **increased to $723,000** as of August 3, 2025, from $413,000 as of July 28, 2024, based on credit risk assessment of customers[35](index=35&type=chunk) Allowance for Doubtful Accounts | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | | :-------------------- | :------------- | :------------ | | Beginning balance | $651 | $356 | | Provision for bad debts | $65 | $57 | | Write-offs, net of recoveries | $7 | $0 | | Ending balance | $723 | $413 | [4. Revenue from Contracts with Customers](index=13&type=section&id=4.%20Revenue%20from%20Contracts%20with%20Customers) Discloses revenue recognition policies and disaggregates revenue by type - The company's primary performance obligations include the sale of **bedding and upholstery products**, and customized fabrication/installation services for window treatments[38](index=38&type=chunk) - Deferred revenue, primarily from customer deposits and licensing fees, **increased to $485,000** as of August 3, 2025, from $422,000 as of April 27, 2025[39](index=39&type=chunk)[40](index=40&type=chunk) Revenue by Type | Revenue Type (in Thousands) | August 3, 2025 | July 28, 2024 | | :-------------------------- | :------------- | :------------ | | Products transferred at a point in time | $48,820 | $53,541 | | Services transferred over time | $1,871 | $2,996 | | Total net sales | $50,691 | $56,537 | [5. Inventories](index=14&type=section&id=5.%20Inventories) Provides a breakdown of inventory components and explains significant changes - Inventories **increased by $8.4 million (20.3%)** from July 28, 2024, to August 3, 2025, due to strategic sourcing of mattress fabrics with longer lead times and rising costs/tariffs[43](index=43&type=chunk)[273](index=273&type=chunk) Inventories by Type | Inventory Type (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :---------------------------- | :------------- | :------------ | :------------- | | Raw materials | $5,698 | $7,076 | $5,733 | | Work-in-process | $3,374 | $1,876 | $2,747 | | Finished goods | $41,037 | $32,716 | $40,829 | | Total Inventories | $50,109 | $41,668 | $49,309 | [6. Intangible Assets](index=16&type=section&id=6.%20Intangible%20Assets) Details the composition of and changes to intangible assets, including impairment charges - The Read tradename was **fully impaired in Q4 fiscal 2025**, resulting in a **$540,000 charge** due to a strategic business transformation[46](index=46&type=chunk) - Customer relationships and non-compete agreements are amortized over 9-17 years and 15 years, respectively; **no impairment was found** for the Bedding Asset Group as of August 3, 2025[47](index=47&type=chunk)[52](index=52&type=chunk)[55](index=55&type=chunk) Intangible Assets | Intangible Asset (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :------------------------------ | :------------- | :------------ | :------------- | | Tradename | $0 | $540 | $0 | | Customer relationships, net | $659 | $960 | $734 | | Non-compete agreement, net | $206 | $282 | $226 | | Total Intangible Assets | $865 | $1,782 | $960 | [7. Notes Receivable](index=18&type=section&id=7.%20Notes%20Receivable) Describes outstanding notes receivable from asset sales and lease terminations - A note receivable of **$4.8 million USD** (6.6 million CAD) is outstanding from the sale of the Quebec, Canada facility, due by April 30, 2026[56](index=56&type=chunk)[57](index=57&type=chunk) - Another note receivable of **$1.4 million** is outstanding from the termination of a lease in Haiti, due by December 31, 2029[58](index=58&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk) Future Principal Payments on Notes Receivable | Fiscal Year | Future Principal Payments (in Thousands) | | :---------- | :------------------------------------- | | 2026 | $5,088 | | 2027 | $330 | | 2028 | $360 | | 2029 | $360 | | 2030 | $240 | | Total Undiscounted | $6,378 | | Less: Unearned Interest Income | $(196) | | Present Value of Note Receivable | $6,182 | [8. Assets Held for Sale](index=22&type=section&id=8.%20Assets%20Held%20for%20Sale) Reports on assets classified as held for sale and related gains or impairment charges - During Q1 fiscal 2026, the company sold property in Quebec, Canada, recognizing a **$4.0 million gain** classified as restructuring credit[64](index=64&type=chunk) - Equipment in the U.S. with a carrying value of $296,000 was impaired to its fair value of $40,000, resulting in a **$256,000 impairment charge** in Q1 fiscal 2026[64](index=64&type=chunk) Assets Held for Sale | Asset Category (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :---------------------------- | :------------- | :------------ | :------------- | | Bedding - U.S. | $40 | $357 | $0 | | Bedding - Haiti | $0 | $250 | $0 | | Bedding - Canada | $0 | $0 | $2,177 | | Total Assets Held for Sale | $40 | $607 | $2,177 | [9. Accrued Expenses](index=24&type=section&id=9.%20Accrued%20Expenses) Provides a breakdown of major components within accrued expenses Accrued Expenses | Accrued Expense (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :----------------------------- | :------------- | :------------ | :------------- | | Compensation, commissions and related benefits | $3,360 | $3,310 | $2,534 | | Other accrued expenses | $2,490 | $2,787 | $2,799 | | Total Accrued Expenses | $5,850 | $6,097 | $5,333 | [10. Restructuring Activities](index=24&type=section&id=10.%20Restructuring%20Activities) Details the financial impact of ongoing restructuring and strategic transformation initiatives - Restructuring activities announced May 1, 2024, are completed; a **$4.0 million gain** from the sale of the Quebec facility was recorded as restructuring credit in Q1 fiscal 2026[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - A strategic transformation announced April 24, 2025, will **combine bedding and upholstery segments** into one Culp-branded business and consolidate facilities[69](index=69&type=chunk)[70](index=70&type=chunk) Restructuring Charges | Restructuring Charge (in Thousands) | August 3, 2025 | July 28, 2024 | | :---------------------------------- | :------------- | :------------ | | Additional depreciation expense | $22 | $875 | | Employee termination benefits | $(4) | $689 | | Lease Termination Costs | $62 | $670 | | Facility consolidation and relocation expenses | $52 | $251 | | Net (gain) loss on sale and impairment of property, plant, and equipment | $(3,747) | $95 | | Other Associated Costs | $107 | $51 | | Loss on disposal and markdowns of inventory | $0 | $116 | | Restructuring (credit) expense and restructuring related charge | $(3,508) | $2,747 | [11. Lines of Credit](index=27&type=section&id=11.%20Lines%20of%20Credit) Summarizes the company's various credit facilities, terms, and available borrowings - The U.S. ABL Facility term was **extended to June 12, 2028**, with a maximum principal of **$30.0 million**[75](index=75&type=chunk)[76](index=76&type=chunk)[79](index=79&type=chunk) - As of August 3, 2025, available borrowings under the U.S. Credit Agreement totaled **$17.6 million**, and the company was in compliance with all financial covenants[86](index=86&type=chunk)[93](index=93&type=chunk) Lines of Credit | Line of Credit (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :---------------------------- | :------------- | :------------ | :------------- | | Wells Fargo - U.S. revolving line of credit | $7,025 | $0 | $4,600 | | Agricultural Bank of China - revolving line of credit | $4,031 | $4,017 | $3,988 | | Agricultural Bank of China - supplier financing arrangements | $2,780 | $0 | $2,751 | | Agricultural Bank of China - working capital loan | $2,919 | $0 | $0 | | Bank of China - working capital loan | $1,390 | $0 | $1,375 | | Total Lines of Credit | $18,145 | $4,017 | $12,714 | [12. Fair Value](index=31&type=section&id=12.%20Fair%20Value) Discloses the fair value hierarchy and measurements for financial assets and liabilities - The company uses a **fair value hierarchy (Level 1, 2, 3)** to classify assets and liabilities based on observability of inputs[94](index=94&type=chunk)[95](index=95&type=chunk) - Investments in the rabbi trust for the deferred compensation plan totaled **$7.1 million** as of August 3, 2025, with accumulated unrealized gains of $292,000[98](index=98&type=chunk)[99](index=99&type=chunk) Fair Value of Assets | Asset (in Thousands) | August 3, 2025 (Level 1) | July 28, 2024 (Level 1) | April 27, 2025 (Level 1) | | :------------------- | :----------------------- | :---------------------- | :----------------------- | | U.S. Government Money Market Fund | $5,568 | $6,823 | $5,682 | | Growth Allocation Mutual Funds | $894 | $756 | $808 | | S&P 500 Index Fund | $340 | $212 | $275 | | Other | $308 | $252 | $282 | | Total | $7,110 | $8,043 | $7,047 | [13. Net Loss Per Share](index=35&type=section&id=13.%20Net%20Loss%20Per%20Share) Provides the calculation of basic and diluted net loss per share - Basic and diluted net loss per share were both **$(0.02)** for the three months ended August 3, 2025, compared to **$(0.58)** for the prior year[7](index=7&type=chunk) Net Loss Per Share Calculation | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | | :-------------------- | :------------- | :------------ | | Weighted average shares outstanding, basic | 12,570 | 12,470 | | Weighted average shares outstanding, diluted | 12,570 | 12,470 | | Antidilutive effect from net loss incurred | 90 | 137 | [14. Segment Information](index=35&type=section&id=14.%20Segment%20Information) Presents financial data for the company's operating segments, bedding and upholstery - Business segments were renamed to **'bedding' and 'upholstery'** to better reflect product offerings, with performance evaluated on net sales and gross profit[104](index=104&type=chunk)[106](index=106&type=chunk) Segment Performance | Segment (in Thousands) | Net Sales (Aug 3, 2025) | Net Sales (Jul 28, 2024) | Gross Profit (Aug 3, 2025) | Gross Profit (Jul 28, 2024) | | :--------------------- | :---------------------- | :----------------------- | :------------------------- | :-------------------------- | | Bedding | $28,046 | $28,076 | $2,942 | $(326) | | Upholstery | $22,645 | $28,461 | $4,286 | $5,518 | | Total | $50,691 | $56,537 | $7,228 | $5,076 | Segment Assets | Segment Assets (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :---------------------------- | :------------- | :------------ | :------------- | | Bedding Total Assets | $67,469 | $65,391 | $69,430 | | Upholstery Total Assets | $26,288 | $30,459 | $30,972 | | Total Segment Assets | $93,757 | $95,850 | $100,402 | [15. Income Taxes](index=41&type=section&id=15.%20Income%20Taxes) Explains the components of income tax expense and the effective tax rate - The effective income tax rate was significantly affected by the mix of earnings from U.S. and foreign operations and a **full valuation allowance** against U.S. deferred tax assets[114](index=114&type=chunk)[118](index=118&type=chunk) - The One Big Beautiful Bill Act (OBBBA) **did not impact the effective tax rate** due to the existing full U.S. valuation allowance[117](index=117&type=chunk)[250](index=250&type=chunk) - A full valuation allowance is maintained against U.S. net deferred income tax assets due to a **history of significant U.S. pre-tax losses**[121](index=121&type=chunk)[252](index=252&type=chunk) Income Tax Expense | Metric | August 3, 2025 | July 28, 2024 | | :----- | :------------- | :------------ | | Income tax expense | $1,369 | $240 | | Effective income tax rate | 120.3% | (3.4)% | [16. Stock-Based Compensation](index=45&type=section&id=16.%20Stock-Based%20Compensation) Details the company's equity incentive plan and related compensation expenses - The Amended and Restated 2015 Equity Incentive Plan authorizes an additional **960,000 shares**, with 669,853 shares available for future grants[129](index=129&type=chunk)[130](index=130&type=chunk) - Performance-based restricted stock units are granted to senior executives, measured by fair market value using **Monte Carlo simulation** for market-based components[131](index=131&type=chunk)[132](index=132&type=chunk) - Compensation expense for time-based restricted stock units was **$153,000** for the quarter, with $392,000 remaining unrecognized[141](index=141&type=chunk)[142](index=142&type=chunk) [17. Leases](index=48&type=section&id=17.%20Leases) Discloses information about the company's operating leases, including assets and liabilities - Operating lease expense was **$735,000** for the three months ended August 3, 2025, with a weighted average remaining lease term of **2.82 years**[146](index=146&type=chunk) Lease Balances | Lease Metric (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :-------------------------- | :------------- | :------------ | :------------- | | Right of use assets | $5,162 | $4,483 | $5,908 | | Operating lease liability - current | $2,209 | $1,565 | $2,394 | | Operating lease liability – long-term | $1,995 | $2,219 | $2,535 | [18. Commitments and Contingencies](index=50&type=section&id=18.%20Commitments%20and%20Contingencies) States management's assessment of the potential impact of legal proceedings and claims - Management believes current legal proceedings and claims will **not have a material adverse effect** on the company's financial position or results[147](index=147&type=chunk) [19. Statutory Reserves](index=50&type=section&id=19.%20Statutory%20Reserves) Describes the statutory reserve requirements for the company's China subsidiary - The China subsidiary's statutory surplus reserve fund reached its **50% registered capital requirement** ($4.0 million), ending the mandatory 10% net income transfer[148](index=148&type=chunk)[149](index=149&type=chunk) - The statutory surplus reserve fund is **non-distributable** except during liquidation but can be used for business expansion or converted into share capital[149](index=149&type=chunk) [20. Common Stock Repurchase Program](index=50&type=section&id=20.%20Common%20Stock%20Repurchase%20Program) Provides an update on the company's stock repurchase program activity - The board authorized a **$5.0 million** common stock repurchase program in March 2020; no shares were repurchased during the quarter[151](index=151&type=chunk)[153](index=153&type=chunk) - As of August 3, 2025, **$3.2 million remains available** for additional common stock repurchases[153](index=153&type=chunk) [Cautionary Statement Concerning Forward-Looking Information](index=53&type=section&id=Cautionary%20Statement%20Concerning%20Forward-Looking%20Information) Warns that forward-looking statements are subject to various risks and uncertainties - The report contains forward-looking statements subject to risks that may cause actual results to differ materially, including economic indicators, tariffs, and geopolitical instability[154](index=154&type=chunk)[155](index=155&type=chunk) - Key factors influencing future performance include housing starts, consumer tastes, trade policy, and the **success of restructuring initiatives**[155](index=155&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides an in-depth analysis of financial condition, operational results, and strategic initiatives [General](index=55&type=section&id=General) Provides an overview of the company's business segments and recent strategic transformations - The first quarter of fiscal 2026 was a **14-week period**, compared to a 13-week period in the prior year[158](index=158&type=chunk)[159](index=159&type=chunk) - The bedding segment manufactures fabrics and covers, while the upholstery segment sources and sells fabrics to furniture manufacturers[160](index=160&type=chunk)[162](index=162&type=chunk) - Strategic transformations include consolidating North American operations and **combining bedding and upholstery activities** into one Culp-branded business[161](index=161&type=chunk)[163](index=163&type=chunk) [Executive Summary](index=56&type=section&id=Executive%20Summary) Summarizes key financial results, including sales, gross profit, and liquidity for the quarter [Consolidated Results of Operations](index=56&type=section&id=Consolidated%20Results%20of%20Operations) Presents a high-level overview of the company's consolidated performance metrics Consolidated Results of Operations | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | Net sales | $50,691 | $56,537 | (10.3)% | | Gross profit | $7,228 | $5,076 | 42.4% | | Gross profit margin | 14.3% | 9.0% | 530bp | | Income (loss) from operations | $1,617 | $(6,851) | (123.6)% | | Net loss | $(231) | $(7,261) | (96.8)% | [Net Sales](index=56&type=section&id=Net%20Sales) Analyzes the drivers behind the year-over-year decrease in consolidated net sales - Consolidated net sales **decreased by 10.3%** year-over-year, with bedding sales flat and upholstery sales down **20.4%**[166](index=166&type=chunk) - Upholstery sales were impacted by **weakness in the residential furniture market** and tariff-related challenges[168](index=168&type=chunk) - The company is positioned for market share gains due to its **diversified production platform** offering supply chain optionality[169](index=169&type=chunk) [Gross Profit](index=56&type=section&id=Gross%20Profit) Explains the significant increase in consolidated gross profit and margin - Consolidated gross profit **increased by $2.1 million (42.4%)** to $7.2 million, driven by cost reductions and efficiency gains in the bedding segment[171](index=171&type=chunk)[172](index=172&type=chunk) - Bedding gross profit **increased by $3.3 million**, while upholstery gross profit decreased by $1.2 million[171](index=171&type=chunk) [Income (Loss) Before Income Taxes](index=58&type=section&id=Income%20(Loss)%20Before%20Income%20Taxes) Details the substantial improvement in pre-tax income compared to the prior year - Income before income taxes was **$1.1 million**, a significant improvement from a loss of **$(7.0) million** in the prior-year period[174](index=174&type=chunk) - Operating performance benefited from a more efficient bedding segment and a **$3.5 million restructuring credit** from the sale of the Canada facility[175](index=175&type=chunk) - Further cost benefits are expected in Q2 and Q3 fiscal 2026 from the **integration of upholstery and window business operations**[176](index=176&type=chunk) [Income Taxes](index=58&type=section&id=Income%20Taxes) Analyzes the factors contributing to the high effective income tax rate - Income tax expense was **$1.4 million (120.3% effective rate)**, compared to $240,000 ((3.4%) effective rate) in the prior-year period[177](index=177&type=chunk) - The effective tax rate was adversely affected by the mix of earnings from U.S. operations (pre-tax losses) and foreign subsidiaries, and a **full valuation allowance** against U.S. deferred tax assets[178](index=178&type=chunk) - Haitian operations' pre-tax losses of **$(362,000)** did not receive an income tax benefit due to a 0% income tax rate[178](index=178&type=chunk) [Liquidity](index=58&type=section&id=Liquidity) Summarizes the company's cash position and key cash flow activities - Cash and cash equivalents **increased by $5.5 million to $11.1 million**, primarily due to net borrowings on lines of credit and asset sales[181](index=181&type=chunk) - Net cash used in operating activities increased to **$(695,000)**, reflecting increased inventory and decreased accounts payable[182](index=182&type=chunk)[183](index=183&type=chunk) - Outstanding borrowings under lines of credit totaled **$18.1 million** as of August 3, 2025[184](index=184&type=chunk) [Segment Analysis](index=60&type=section&id=Segment%20Analysis) Provides a detailed performance review of the bedding and upholstery segments [Bedding Segment](index=60&type=section&id=Bedding%20Segment) Analyzes the bedding segment's flat sales but significantly improved profitability - Net sales were **flat year-over-year** due to low consumer demand and tariff uncertainty, despite growth in knit fabric product lines[188](index=188&type=chunk)[189](index=189&type=chunk) - Gross profit **significantly improved to $2.9 million** from a loss of $(326,000), driven by cost reductions from restructuring[192](index=192&type=chunk)[193](index=193&type=chunk) - Inventory **increased by $9.8 million (38.9%)** to $35.1 million, reflecting a transition to strategically source mattress fabrics[197](index=197&type=chunk) Bedding Segment Performance | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | Net sales | $28,046 | $28,076 | (0.1)% | | Gross profit (loss) | $2,942 | $(326) | N.M. | | Gross profit margin | 10.5% | (1.2)% | N.M. | [Upholstery Segment](index=64&type=section&id=Upholstery%20Segment) Discusses the decline in the upholstery segment's sales and profitability - Sales **declined 20.4%** due to muted residential demand, global trade uncertainty, and an uneven comparison from a large customer's prior-year purchasing[205](index=205&type=chunk) - Profitability decreased primarily due to lower sales; cost benefits from consolidating the Read Window business are expected in **Q3 fiscal 2026**[210](index=210&type=chunk)[211](index=211&type=chunk) - Accounts receivable **decreased by $3.3 million (28.9%)** and inventory **decreased by $1.4 million (8.4%)**, reflecting lower net sales[214](index=214&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) Upholstery Segment Performance | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | Net Sales | $22,645 | $28,461 | (20.4)% | | Gross profit | $4,286 | $5,518 | (22.3)% | | Gross margin | 18.9% | 19.4% | (50)bp | [Consolidated - Other Income Statement Categories](index=68&type=section&id=Consolidated%20-%20Other%20Income%20Statement%20Categories) Analyzes other key line items on the consolidated income statement [Selling, General, and Administrative Expenses ("SG&A")](index=68&type=section&id=Selling%2C%20General%2C%20and%20Administrative%20Expenses%20(%22SG%26A%22)) Details the slight decrease in SG&A expenses despite a longer reporting period - SG&A expenses **slightly decreased by 1.9%** due to lower net sales and cost reduction initiatives, partially offset by the longer 14-week period[227](index=227&type=chunk)[229](index=229&type=chunk) SG&A Expenses | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | SG&A expenses | $9,119 | $9,296 | (1.9)% | [Restructuring Credit (Expense)](index=70&type=section&id=Restructuring%20Credit%20(Expense)) Explains the significant restructuring credit recorded in the quarter - A **$3.9 million restructuring credit** was recorded, primarily from a **$4.0 million gain** on the sale of the Quebec, Canada facility[231](index=231&type=chunk)[232](index=232&type=chunk) - Restructuring expense of **$349,000** was incurred for the strategic transformation, with estimated cumulative charges of $2.2 million[234](index=234&type=chunk) Restructuring Credit (Expense) | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | | :-------------------- | :------------- | :------------ | | Restructuring credit (expense) | $3,508 | $(2,631) | [Interest Expense](index=71&type=section&id=Interest%20Expense) Highlights the substantial increase in interest expense due to higher borrowings - Interest expense **increased significantly** due to higher borrowings under line of credit agreements in the U.S. and China[237](index=237&type=chunk) Interest Expense | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | Interest expense | $(183) | $(28) | 553.6% | [Interest Income](index=71&type=section&id=Interest%20Income) Notes the decrease in interest income resulting from lower cash balances - Interest income **decreased** due to lower average cash balances in Q1 fiscal 2026 compared to the prior year[238](index=238&type=chunk) Interest Income | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | Interest income | $235 | $262 | (10.3)% | [Other Expense](index=71&type=section&id=Other%20Expense) Attributes the increase in other expense to unfavorable foreign currency exchange rates - The increase in other expense was primarily due to less favorable foreign currency exchange rates, resulting in a **$189,000 foreign currency exchange rate loss**[240](index=240&type=chunk) Other Expense | Metric (in Thousands) | August 3, 2025 | July 28, 2024 | Change (%) | | :-------------------- | :------------- | :------------ | :--------- | | Other expense | $531 | $404 | 31.4% | [Income Taxes](index=71&type=section&id=Income%20Taxes) Provides a detailed analysis of the effective tax rate and income taxes paid - The effective tax rate was significantly impacted by the mix of earnings from U.S. operations (pre-tax losses) and foreign subsidiaries, and a **full valuation allowance** against U.S. deferred tax assets[249](index=249&type=chunk) - The One Big Beautiful Bill Act (OBBBA) **did not impact the effective tax rate** due to the existing full U.S. valuation allowance[248](index=248&type=chunk)[250](index=250&type=chunk) - A full valuation allowance is maintained against U.S. net deferred income tax assets due to a **history of significant U.S. pre-tax losses**[252](index=252&type=chunk) Income Tax Expense | Metric | August 3, 2025 | July 28, 2024 | | :----- | :------------- | :------------ | | Income tax expense | $1,369 | $240 | | Effective income tax rate | 120.3% | (3.4)% | Income Taxes Paid | Income Taxes Paid (in Thousands) | August 3, 2025 | July 28, 2024 | | :------------------------------- | :------------- | :------------ | | China Income Taxes, Net of Refunds | $46 | $561 | | Canada - Income Taxes, Net of Refunds | $0 | $0 | | Total | $46 | $561 | [Liquidity and Capital Resources](index=77&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's liquidity position, capital resources, and working capital management [Overall](index=77&type=section&id=Overall) Outlines the company's primary sources of liquidity and key cash flow drivers - Current liquidity sources include **$11.1 million in cash**, cash flow from operations, and **$17.6 million available** under the U.S. revolving credit line[260](index=260&type=chunk) - Net cash used in operating activities increased to **$(695,000)**, primarily due to increased inventory and decreased accounts payable[262](index=262&type=chunk) - Cash balance may be adversely affected by low customer demand, **increased tariffs**, and supply chain disruptions[264](index=264&type=chunk) [By Geographic Area](index=78&type=section&id=By%20Geographic%20Area) Presents a breakdown of cash and cash equivalents by geographic location Cash and Cash Equivalents by Geography | Geographic Area (in Thousands) | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :----------------------------- | :------------- | :------------ | :------------- | | United States | $510 | $2,472 | $151 | | China | $9,229 | $10,462 | $4,723 | | Canada | $1,316 | $326 | $701 | | Haiti | $17 | $141 | $38 | | Vietnam | $15 | $62 | $8 | | Cayman Islands | $7 | $9 | $8 | | Total | $11,094 | $13,472 | $5,629 | [Common Stock Repurchase Program](index=78&type=section&id=Common%20Stock%20Repurchase%20Program) Confirms no share repurchase activity during the quarter - **No shares were repurchased** during Q1 fiscal 2026 or Q1 fiscal 2025; **$3.2 million remains available** for repurchases[266](index=266&type=chunk)[267](index=267&type=chunk) [Dividends](index=78&type=section&id=Dividends) Notes the continued suspension of the quarterly cash dividend - The company **suspended its quarterly cash dividend** on June 29, 2022, to preserve capital, with no payments made in fiscal 2023-2026[268](index=268&type=chunk) [Consolidated Basis - Working Capital](index=78&type=section&id=Consolidated%20Basis%20-%20Working%20Capital) Analyzes the key changes in operating working capital components - Operating working capital was **$43.7 million** as of August 3, 2025, up from $35.1 million as of July 28, 2024[269](index=269&type=chunk) - Accounts receivable **decreased by $3.2 million (14.8%)** to $18.4 million, reflecting lower net sales[270](index=270&type=chunk) - Inventory **increased by $8.4 million (20.3%)** to $50.1 million, driven by strategic sourcing and rising costs/tariffs[273](index=273&type=chunk) - Accounts payable **decreased to $24.3 million**, primarily due to decreased consumer demand and timing of vendor payments[276](index=276&type=chunk) [Financing Arrangements](index=80&type=section&id=Financing%20Arrangements) Confirms compliance with financial covenants related to credit agreements - Outstanding borrowings under line of credit agreements totaled **$18.1 million**, with the company in compliance with all financial covenants[277](index=277&type=chunk) [Leases](index=80&type=section&id=Leases) References the detailed disclosure of lease obligations in the financial statement notes - Lease obligations are detailed in Note 17, including a **five-year maturity schedule**[279](index=279&type=chunk) [Capital Expenditures and Depreciation](index=80&type=section&id=Capital%20Expenditures%20and%20Depreciation) Discusses the reduction in capital spending and provides future projections - Cash capital expenditures **decreased to $179,000** from $501,000 in the prior year, reflecting reduced spending[280](index=280&type=chunk) - Depreciation expense was **$1.1 million**, down from $1.6 million in the prior year[281](index=281&type=chunk) - Fiscal 2026 capital spending is projected to be **comparable to fiscal 2025**, focusing on efficiency and future growth[283](index=283&type=chunk) [Critical Accounting Policies and Recent Accounting Developments](index=82&type=section&id=Critical%20Accounting%20Policies%20and%20Recent%20Accounting%20Developments) Confirms no changes to significant accounting policies during the period - No changes in significant accounting policies as of August 3, 2025; refer to Note 2 for recent accounting pronouncements[284](index=284&type=chunk) [Contractual Obligations](index=82&type=section&id=Contractual%20Obligations) States that there have been no significant changes to contractual obligations - There were **no significant or new contractual obligations** since the last Annual Report on Form 10-K[285](index=285&type=chunk) [Inflation](index=82&type=section&id=Inflation) Discusses the adverse impact of inflation and tariffs on costs and consumer demand - Rising raw material, energy, and labor costs could **adversely affect operating results** as market dynamics limit price increases[286](index=286&type=chunk) - New tariffs have increased upward pressure on raw material costs; **price increases were initiated in Q2 fiscal 2026** to mitigate these impacts[287](index=287&type=chunk)[288](index=288&type=chunk) - Persistent inflationary pressures **curtailed consumer spending** in fiscal 2023-2025, leading to lower demand[289](index=289&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=83&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Outlines the company's exposure to interest rate and foreign currency market risks [Interest Rates](index=83&type=section&id=Interest%20Rates) Details the company's exposure to variable interest rates on its credit agreements - The U.S. revolving credit agreement has a variable interest rate based on SOFR (**6.11%** as of August 3, 2025), with **$7.0 million outstanding**[291](index=291&type=chunk) - Chinese credit agreements have variable interest rates based on the China Loan Prime Rate (**2.6%** as of August 3, 2025), with total outstanding balances of **$8.3 million USD**[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) [Foreign Currency](index=83&type=section&id=Foreign%20Currency) Assesses the company's exposure to fluctuations in foreign currency exchange rates - The company is exposed to foreign currency risk but attempts to maintain a **natural hedge** by balancing assets and liabilities in local currencies[296](index=296&type=chunk) - A **10% change in exchange rates** as of August 3, 2025, would not have materially affected results of operations or financial position[296](index=296&type=chunk) [Item 4. Controls and Procedures](index=83&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures as of the quarter-end - Disclosure controls and procedures were evaluated and **deemed effective** as of August 3, 2025, ensuring timely and accurate reporting[297](index=297&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended August 3, 2025[298](index=298&type=chunk) [Part II - Other Information](index=85&type=section&id=Part%20II%20-%20Other%20Information) [Item 1. Legal Proceedings](index=85&type=section&id=Item%201.%20Legal%20Proceedings) Confirms no material changes to legal proceedings during the quarter - **No material changes** to legal proceedings during the three months ended August 3, 2025[299](index=299&type=chunk) [Item 1A. Risk Factors](index=85&type=section&id=Item%201A.%20Risk%20Factors) States that no material changes to risk factors occurred during the quarter - **No material changes** to risk factors during the three months ended August 3, 2025[300](index=300&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=85&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports no stock repurchase activity and the remaining authorization under the program - **No shares were purchased** under the common stock repurchase program during the reported period[301](index=301&type=chunk) Common Stock Repurchase Program Activity | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | :----- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :------------------------------------------------------------------------------------- | | April 28, 2025 to June 1, 2025 | — | — | — | $3,248,094 | | June 2, 2025 to June 29, 2025 | — | — | — | $3,248,094 | | June 30, 2025 to August 3, 2025 | — | — | — | $3,248,094 | | Total | — | — | — | $3,248,094 | [Item 5. Other Information](index=85&type=section&id=Item%205.%20Other%20Information) Discloses no adoption or termination of trading arrangements by directors or officers - **No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** were adopted or terminated by directors or officers during the quarter[304](index=304&type=chunk) [Item 6. Exhibits](index=86&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed as part of the Form 10-Q report - Exhibits include **certifications from the CEO and CFO** (31.1, 31.2, 32.1, 32.2) and various Inline XBRL documents[307](index=307&type=chunk) [Signatures](index=87&type=section&id=Signatures) Provides the official signatures authorizing the filing of the report - The report was signed by **Kenneth R. Bowling (EVP & CFO)** and **Ronald S. Chandler (VP & Corporate Controller)** on September 12, 2025[311](index=311&type=chunk)

PART I. FINANCIAL INFORMATION Presents the unaudited condensed consolidated financial statements and related disclosures for the company [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents Kewaunee Scientific Corporation's unaudited condensed consolidated financial statements, including statements of operations, comprehensive earnings, stockholders' equity, balance sheets, and cash flows, along with detailed notes explaining accounting policies, significant transactions like the Nu Aire acquisition, and financial instrument valuations for the three months ended July 31, 2025, and comparative periods [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Summarizes the company's net sales, gross profit, operating profit, and net earnings for the three months ended July 31, 2025 and 2024 | Metric | Three Months Ended July 31, 2025 ($ thousands) | Three Months Ended July 31, 2024 ($ thousands) | YoY Change (%) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------- | | Net sales | 71,104 | 48,393 | 46.9% | | Cost of products sold | 50,174 | 35,905 | 39.7% | | Gross profit | 20,930 | 12,488 | 67.6% | | Operating expenses | 16,120 | 9,913 | 62.6% | | Operating profit | 4,810 | 2,575 | 86.8% | | Profit before income taxes | 3,920 | 2,430 | 61.3% | | Income tax expense | 761 | 192 | 296.4% | | Net earnings | 3,159 | 2,238 | 41.2% | | Net earnings attributable to Kewaunee Scientific Corporation | 3,093 | 2,193 | 41.0% | | Basic EPS | 1.08 | 0.77 | 40.3% | | Diluted EPS | 1.04 | 0.74 | 40.5% | [Condensed Consolidated Statements of Comprehensive Earnings](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Earnings) Presents net earnings and other comprehensive income/loss, including foreign currency adjustments, for the three months ended July 31, 2025 and 2024 | Metric | Three Months Ended July 31, 2025 ($ thousands) | Three Months Ended July 31, 2024 ($ thousands) | YoY Change (%) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------- | | Net earnings | 3,159 | 2,238 | 41.2% | | Foreign currency translation adjustments | (410) | (116) | 253.4% | | Other comprehensive loss | (410) | (116) | 253.4% | | Comprehensive earnings, net of tax | 2,749 | 2,122 | 29.5% | | Comprehensive earnings attributable to Kewaunee Scientific Corporation | 2,683 | 2,077 | 29.2% | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Details changes in stockholders' equity, including retained earnings and accumulated other comprehensive loss, between April 30, 2025 and July 31, 2025 | Metric | As of July 31, 2025 ($ thousands) | As of April 30, 2025 ($ thousands) | Change ($ thousands) | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | :------------------- | | Total Kewaunee Scientific Corporation Stockholders' Equity | 67,078 | 64,457 | 2,621 | | Retained Earnings | 62,012 | 58,919 | 3,093 | | Accumulated Other Comprehensive Loss | (4,213) | (3,803) | (410) | - Net earnings attributable to Kewaunee Scientific Corporation for the three months ended July 31, 2025, were **$3,093 thousand**, contributing to the increase in retained earnings[16](index=16&type=chunk) - Other comprehensive loss for the three months ended July 31, 2025, was **$(410) thousand**[16](index=16&type=chunk) [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Outlines the company's financial position, including assets, liabilities, and equity, as of July 31, 2025 and April 30, 2025 | Metric | As of July 31, 2025 ($ thousands) | As of April 30, 2025 ($ thousands) | Change ($ thousands) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :------------------- | | Total Current Assets | 117,148 | 118,363 | (1,215) | | Total Assets | 193,486 | 194,654 | (1,168) | | Total Current Liabilities | 50,486 | 53,712 | (3,226) | | Total Liabilities | 124,617 | 128,409 | (3,792) | | Total Stockholders' Equity | 68,869 | 66,245 | 2,624 | | Cash and cash equivalents | 19,489 | 14,942 | 4,547 | | Receivables, net | 56,897 | 62,384 | (5,487) | | Inventories | 34,923 | 32,849 | 2,074 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash flows from operating, investing, and financing activities for the three months ended July 31, 2025 and 2024 | Metric | Three Months Ended July 31, 2025 ($ thousands) | Three Months Ended July 31, 2024 ($ thousands) | Change ($ thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :------------------- | | Net cash provided by (used in) operating activities | 5,791 | (794) | 6,585 | | Net cash used in investing activities | (771) | (278) | (493) | | Net cash (used in) provided by financing activities | (1,463) | 343 | (1,806) | | Increase (decrease) in cash, cash equivalents and restricted cash | 3,277 | (752) | 4,029 | | Cash, cash equivalents and restricted cash, end of period | 20,441 | 25,186 | (4,745) | - Operating activities provided **$5,791 thousand** in cash for the three months ended July 31, 2025, a substantial improvement from **$794 thousand** used in the prior year[21](index=21&type=chunk) - Capital expenditures increased to **$771 thousand** for the three months ended July 31, 2025, from **$278 thousand** in the prior year[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, acquisitions, and financial instruments [A. Financial Information](index=11&type=section&id=A.%20Financial%20Information) Clarifies the basis of preparation for unaudited interim financial statements and their relation to the annual report - The interim financial statements are unaudited and prepared under SEC rules, condensing GAAP disclosures, and should be read in conjunction with the Company's 2025 Annual Report on Form 10-K[26](index=26&type=chunk)[27](index=27&type=chunk) - Interim results are not necessarily indicative of full-year results, and management's estimates and assumptions are subject to actual results differing[27](index=27&type=chunk)[28](index=28&type=chunk) [B. Cash, Cash Equivalents and Restricted Cash](index=11&type=section&id=B.%20Cash,%20Cash%20Equivalents%20and%20Restricted%20Cash) Details the composition of cash, cash equivalents, and restricted cash, including performance guarantee amounts - Restricted cash includes bank deposits of subsidiaries used for performance guarantees against customer orders[29](index=29&type=chunk) | Metric | July 31, 2025 ($ thousands) | April 30, 2025 ($ thousands) | | :-------------------------------------- | :-------------------------- | :--------------------------- | | Cash and cash equivalents | 19,489 | 14,942 | | Restricted cash | 952 | 2,222 | | Total cash, cash equivalents and restricted cash | 20,441 | 17,164 | [C. Nu Aire Acquisition](index=11&type=section&id=C.%20Nu%20Aire%20Acquisition) Describes the Nu Aire, Inc. acquisition, its financial impact, purchase price allocation, and pro forma information - Kewaunee Scientific Corporation acquired Nu Aire, Inc. on November 1, 2024, for **$53.0 million**, expanding its capabilities in laboratory furnishings and technical products[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - The acquisition was funded by **$29.669 million** cash and **$23.0 million** in subordinated seller notes[32](index=32&type=chunk)[33](index=33&type=chunk) - Nu Aire contributed **$19.7 million** in revenue and **$696,000** in net earnings for the three months ended July 31, 2025[37](index=37&type=chunk) Nu Aire Purchase Price Allocation (as of July 31, 2025) | Asset/Liability | Final Allocation ($ thousands) | | :-------------------------------- | :----------------------------- | | Cash and cash equivalents | 1,245 | | Receivables | 10,650 | | Inventories | 15,522 | | Property, plant and equipment | 7,349 | | Other intangible assets | 18,600 | | Goodwill | 12,487 | | Total assets acquired | 74,088 | | Total liabilities assumed | (21,108) | | Aggregate acquisition consideration | 52,980 | Pro Forma Financial Information (Three Months Ended July 31, 2024, as if Nu Aire acquired May 1, 2023) | Metric | 2025 (actual) ($ thousands) | 2024 (pro forma) ($ thousands) | | :------------------------------------------ | :-------------------------- | :----------------------------- | | Net sales | 71,104 | 65,448 | | Net earnings | 3,093 | 4,273 | | Basic EPS | 1.08 | 1.50 | | Diluted EPS | 1.04 | 1.44 | [D. Revenue Recognition](index=14&type=section&id=D.%20Revenue%20Recognition) Explains revenue recognition policies, disaggregated revenue by type and geography, and deferred revenue balances - The majority of the Company's revenues are recognized over time as the customer receives control, with a portion recognized at a distinct point in time[41](index=41&type=chunk) Disaggregated Revenue (Three Months Ended July 31) | Revenue Type | July 31, 2025 Domestic ($ thousands) | July 31, 2025 International ($ thousands) | July 31, 2025 Total ($ thousands) | July 31, 2024 Domestic ($ thousands) | July 31, 2024 International ($ thousands) | July 31, 2024 Total ($ thousands) | | :----------- | :----------------------------------- | :---------------------------------------- | :-------------------------------- | :----------------------------------- | :---------------------------------------- | :-------------------------------- | | Over Time | 32,713 | 16,752 | 49,465 | 34,389 | 12,870 | 47,259 | | Point in Time | 21,639 | — | 21,639 | 1,134 | — | 1,134 | | Total | 54,352 | 16,752 | 71,104 | 35,523 | 12,870 | 48,393 | - Deferred revenue at July 31, 2025, was **$4,983 thousand**, with approximately **100%** expected to be recognized as revenue in the succeeding **12 months**[43](index=43&type=chunk) [E. Inventories](index=14&type=section&id=E.%20Inventories) Outlines the valuation method and composition of inventories, including finished products, work in process, and raw materials - Inventories are measured using the first-in, first-out (FIFO) method at the lower of cost or net realizable value[44](index=44&type=chunk) Inventories Composition | Inventory Type | July 31, 2025 ($ thousands) | April 30, 2025 ($ thousands) | | :------------- | :-------------------------- | :--------------------------- | | Finished products | 6,056 | 5,543 | | Work in process | 6,827 | 3,784 | | Raw materials | 22,040 | 23,522 | | Total | 34,923 | 32,849 | [F. Fair Value of Financial Instruments](index=15&type=section&id=F.%20Fair%20Value%20of%20Financial%20Instruments) Discusses fair value measurement of financial instruments and their classification within the fair value hierarchy - The carrying value of the Company's financial instruments, including cash, mutual funds, and debt, approximates their fair value[45](index=45&type=chunk) Fair Value Hierarchy (July 31, 2025) | Financial Assets | Level 1 ($ thousands) | Level 2 ($ thousands) | Total ($ thousands) | | :------------------------------------------------- | :-------------------- | :-------------------- | :------------------ | | Trading securities held in non-qualified compensation plans | 2,340 | — | 2,340 | | Cash surrender value of life insurance policies | — | 1,514 | 1,514 | | Total Financial Assets | 2,340 | 1,514 | 3,854 | | Financial Liabilities | | | | | Non-qualified compensation plans | — | 4,334 | 4,334 | | Total Financial Liabilities | — | 4,334 | 4,334 | [G. Goodwill and Other Intangible Assets](index=15&type=section&id=G.%20Goodwill%20and%20Other%20Intangible%20Assets) Details goodwill from the Nu Aire acquisition and the composition, useful lives, and amortization of other intangible assets - Goodwill of approximately **$12.5 million** was recorded from the Nu Aire Acquisition, with no impairment losses during the three months ended July 31, 2025[45](index=45&type=chunk) Intangible Assets (July 31, 2025) | Intangible Asset | Estimated Useful Life | Gross Carrying Amount ($ thousands) | Accumulated Amortization ($ thousands) | Net Book Value ($ thousands) | | :----------------------- | :-------------------- | :---------------------------------- | :------------------------------------- | :--------------------------- | | Customer relationships | **10 years** | 9,800 | (735) | 9,065 | | Trade names and trademarks | indefinite | 4,900 | — | 4,900 | | Developed technology | **7 years** | 3,900 | (418) | 3,482 | | Total | | 18,600 | (1,153) | 17,447 | Expected Future Amortization Expense (excluding trade names and trademarks) | Fiscal Year | Amortization Expense ($ thousands) | | :------------------ | :------------------------------- | | Remainder of fiscal 2026 | 1,153 | | 2027 | 1,537 | | 2028 | 1,537 | | 2029 | 1,537 | | 2030 | 1,537 | | Thereafter | 5,246 | | Total | 12,547 | [H. Long-term Debt and Other Credit Arrangements](index=16&type=section&id=H.%20Long-term%20Debt%20and%20Other%20Credit%20Arrangements) Describes long-term debt, including the PNC Loan Agreement, Subordinated Seller Notes, and other credit facilities Long-term Debt Components | Debt Type | July 31, 2025 ($ thousands) | April 30, 2025 ($ thousands) | | :---------------- | :-------------------------- | :--------------------------- | | PNC Loan Agreement | 13,000 | 13,750 | | Seller Notes | 24,380 | 23,935 | | Total long-term debt | 37,380 | 37,685 | - The PNC Loan Agreement includes a **$20.0 million** Revolving Credit Facility (unused at July 31, 2025) and a **$15.0 million** Term Loan, both maturing on November 1, 2029[49](index=49&type=chunk)[51](index=51&type=chunk) - Subordinated Seller Notes of **$23.0 million**, accruing **8%** interest per annum, mature on November 1, 2027, and are subordinate to PNC's rights[53](index=53&type=chunk)[55](index=55&type=chunk) - International subsidiaries had **$495,000** in short-term borrowings at July 31, 2025[57](index=57&type=chunk) [I. Sale-Leaseback Financing Transaction](index=17&type=section&id=I.%20Sale-Leaseback%20Financing%20Transaction) Explains the headquarters sale-leaseback as a financing transaction, detailing associated liabilities and interest expense - The sale-leaseback arrangement for the Company's headquarters was accounted for as a financing transaction due to the lease being classified as a finance lease, indicating control of the property did not transfer[60](index=60&type=chunk)[62](index=62&type=chunk) - The carrying value of the financing liability was **$27,227 thousand** at July 31, 2025, with **$807 thousand** classified as current[63](index=63&type=chunk) - Interest expense associated with the financing arrangement was **$308 thousand** for the three months ended July 31, 2025[63](index=63&type=chunk) [J. Leases](index=18&type=section&id=J.%20Leases) Provides information on right-of-use assets, lease liabilities, and future minimum payments for operating and financing leases - Right-of-use assets totaled **$12,022 thousand** at July 31, 2025, for operating and financing leases[66](index=66&type=chunk) - Operating cash paid to settle lease liabilities was **$1,040 thousand** for the three months ended July 31, 2025, and operating lease expense was **$1,458 thousand**[66](index=66&type=chunk) Future Minimum Lease Payments (July 31, 2025) | Fiscal Year | Operating ($ thousands) | Financing ($ thousands) | | :------------------ | :---------------------- | :---------------------- | | Remainder of fiscal 2026 | 2,843 | 94 | | 2027 | 3,345 | 40 | | 2028 | 2,462 | 40 | | 2029 | 2,108 | 40 | | 2030 | 1,630 | 40 | | Thereafter | 160 | 22 | | Total Minimum Lease Payments | 12,548 | 276 | | Imputed Interest | (1,403) | (45) | | Total | 11,145 | 231 | [K. Stockholders' Equity](index=19&type=section&id=K.%20Stockholders'%20Equity) Details the number of outstanding common shares and the company's share repurchase program - As of July 31, 2025, there were approximately **2,865,000 shares** of Common Stock outstanding[69](index=69&type=chunk) - The Board of Directors amended the share repurchase program on March 12, 2025, authorizing an additional **100,000 shares**[71](index=71&type=chunk) - No shares were repurchased under the program during the three months ended July 31, 2025, with **100,603 shares** remaining authorized for purchase[71](index=71&type=chunk) [L. Earnings Per Share](index=19&type=section&id=L.%20Earnings%20Per%20Share) Explains basic and diluted earnings per share calculation and reconciliation of weighted average common shares outstanding - Basic EPS is based on the weighted average number of common shares outstanding, while diluted EPS reflects the assumed exercise of outstanding options and conversion of restricted stock units (RSUs)[72](index=72&type=chunk) Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding | Metric | Three Months Ended July 31, 2025 (thousands) | Three Months Ended July 31, 2024 (thousands) | | :------------------------------------------ | :------------------------------------------- | :------------------------------------------- | | Basic | 2,851 | 2,849 | | Dilutive effect of stock options and RSUs | 112 | 118 | | Weighted average common shares outstanding - diluted | 2,963 | 2,967 | [M. Stock Options and Stock-based Compensation](index=20&type=section&id=M.%20Stock%20Options%20and%20Stock-based%20Compensation) Describes the company's stock incentive plans, RSU grants, and stock-based compensation expense - The 2023 Omnibus Incentive Plan replaced the 2017 Plan, reserving **374,633 shares** for issuance, with **291,326 shares** available at July 31, 2025[74](index=74&type=chunk) - The Company granted **72,728 RSUs** in June 2025, vesting over **three years** with service and performance components[75](index=75&type=chunk) - Stock-based compensation expense was **$431 thousand** for the three months ended July 31, 2025, with **$3,877 thousand** remaining to be recorded[75](index=75&type=chunk) [N. Income Taxes](index=20&type=section&id=N.%20Income%20Taxes) Presents income tax expense, effective tax rates, and the impact of discrete tax benefits and new tax legislation Income Tax Expense and Effective Tax Rate | Metric | Three Months Ended July 31, 2025 ($ thousands) | Three Months Ended July 31, 2024 ($ thousands) | | :-------------------- | :--------------------------------------------- | :--------------------------------------------- | | Income tax expense | 761 | 192 | | Effective tax rate | 19.4% | 7.9% | - The effective tax rate for Q1 FY2026 (**19.4%**) reflects foreign operations' tax rates and a **$303 thousand** discrete tax benefit from RSU vesting[76](index=76&type=chunk) - The U.S. government enacted the One Big Beautiful Bill Act (OBBBA) on July 4, 2025, and the Company is evaluating its potential impact on future tax obligations[78](index=78&type=chunk) [O. Segment Information](index=21&type=section&id=O.%20Segment%20Information) Provides financial data disaggregated by domestic and international operating segments, evaluated by earnings before income taxes - The Company operates in two business segments: Domestic (including the Nu Aire acquisition) and International, with the CEO evaluating performance based on earnings before income taxes[79](index=79&type=chunk)[80](index=80&type=chunk) Segment Financial Information (Three Months Ended July 31, 2025 vs. 2024) | Metric | Domestic Operations 2025 ($ thousands) | International Operations 2025 ($ thousands) | Total 2025 ($ thousands) | Domestic Operations 2024 ($ thousands) | International Operations 2024 ($ thousands) | Total 2024 ($ thousands) | | :------------------------------------ | :------------------------------------- | :------------------------------------------ | :----------------------- | :------------------------------------- | :------------------------------------------ | :----------------------- | | Revenues from external customers | 54,352 | 16,752 | 71,104 | 35,523 | 12,870 | 48,393 | | Depreciation and amortization | 1,428 | 96 | 1,549 | 662 | 107 | 815 | | Interest expense | 313 | 13 | 1,058 | 441 | 21 | 472 | | Earnings (loss) before income taxes | 5,835 | 1,143 | 3,920 | 3,635 | 787 | 2,430 | | Segment assets | 153,302 | 40,184 | 193,486 | 90,235 | 41,783 | 132,018 | [P. New Accounting Standards](index=22&type=section&id=P.%20New%20Accounting%20Standards) Discusses recently issued accounting pronouncements and their expected impact on financial statements - ASU 2023-09, "Improvements for Income Tax Disclosures," is effective for fiscal year 2026, with no significant impact expected[82](index=82&type=chunk) - ASU 2024-03/2025-01, "Expense Disaggregation Disclosures," is effective for annual disclosures in fiscal year 2028 and interim disclosures in fiscal year 2029, with no significant impact expected[83](index=83&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance and condition, highlighting the impact of the Nu Aire acquisition on sales and gross profit, discussing liquidity, and outlining the outlook amidst market challenges and strategic growth initiatives [Acquisition of Nu Aire, Inc.](index=22&type=section&id=Acquisition%20of%20Nu%20Aire,%20Inc.) Details the strategic rationale and financial aspects of the Nu Aire acquisition, expanding product offerings - The Nu Aire acquisition, completed November 1, 2024, for **$55.0 million**, significantly expands the Company's product portfolio to include biological safety cabinets, CO2 incubators, and ultralow freezers[85](index=85&type=chunk)[86](index=86&type=chunk) - This acquisition accelerates the Company's vision of becoming a market leader in laboratory furniture and technical products by combining capabilities and leveraging Nu Aire's established distribution partners[87](index=87&type=chunk) [Critical Accounting Estimates](index=22&type=section&id=Critical%20Accounting%20Estimates) Confirms no material changes to critical accounting estimates since the last annual report, except as noted - There have been no material changes to the Company's critical accounting estimates since the 2025 Annual Report on Form 10-K, beyond those set forth in this quarterly report[88](index=88&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Analyzes key financial performance indicators like sales, gross profit, operating expenses, and net earnings for the three months ended July 31, 2025 and 2024 Key Financial Performance Indicators (Three Months Ended July 31) | Metric | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change ($ thousands) | YoY Change (%) | | :-------------------------- | :----------------- | :----------------- | :----------------------- | :------------- | | Sales | 71,104 | 48,393 | 22,711 | 46.9% | | Domestic Sales | 54,352 | 35,523 | 18,829 | 53.0% | | International Sales | 16,752 | 12,870 | 3,882 | 30.2% | | Gross Profit Margin | 29.4% | 25.8% | 3.6 pp | - | | Operating Expenses | 16,120 | 9,913 | 6,207 | 62.6% | | Interest Expense | 1,058 | 472 | 586 | 124.2% | | Income Tax Expense | 761 | 192 | 569 | 296.4% | | Net Earnings | 3,093 | 2,193 | 900 | 41.0% | | Diluted EPS | 1.04 | 0.74 | 0.30 | 40.5% | - Domestic sales increased **53.0%** primarily due to the Nu Aire acquisition, while International sales increased **30.2%** due to large project deliveries[89](index=89&type=chunk) - The Company's order backlog was **$205.0 million** at July 31, 2025, compared to **$159.4 million** at July 31, 2024[90](index=90&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses liquidity sources, working capital, and cash flows from operating, investing, and financing activities - Principal liquidity sources are funds from operating activities and the new PNC Revolving Credit Facility, which replaced the terminated Mid Cap Revolving Credit Facility[97](index=97&type=chunk) Working Capital and Ratios | Metric | July 31, 2025 ($ thousands) | April 30, 2025 ($ thousands) | | :-------------------------------- | :-------------------------- | :--------------------------- | | Working Capital | 66,662 | 64,651 | | Ratio of Current Assets to Current Liabilities | 2.3-to-1.0 | 2.2-to-1.0 | - Operating activities provided **$5,791 thousand** in cash, driven by decreases in receivables, partially offset by increases in inventories and decreases in accounts payable[99](index=99&type=chunk) - Investing activities used **$771 thousand** for capital expenditures, and financing activities used **$1,463 thousand**, primarily for long-term debt servicing[99](index=99&type=chunk) [Outlook](index=24&type=section&id=Outlook) Provides management's expectations for future performance, including project timelines, backlog, and strategic growth initiatives - The Company anticipates some volatility in project delivery timelines for fiscal year 2026 but maintains a strong overall backlog of **$205.0 million**[101](index=101&type=chunk)[90](index=90&type=chunk) - Management is focused on organic and inorganic growth, making strategic investments in people, processes, and technology to support sustainable growth[102](index=102&type=chunk) - The Company believes its strategic investments and healthy backlog position it well to manage short-term headwinds and ensure long-term business health[102](index=102&type=chunk) [Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995](index=24&type=section&id=Safe%20Harbor%20Statement%20under%20the%20Private%20Securities%20Litigation%20Reform%20Act%20of%201995) Warns about forward-looking statements, outlining risks and uncertainties that could cause actual results to differ - The document contains forward-looking statements subject to known and unknown risks, uncertainties, and assumptions that could significantly impact results[103](index=103&type=chunk) - Factors that could cause differences include the ability to realize Nu Aire acquisition benefits, competitive and economic conditions, customer demands, technological changes, international operations risks, and raw material costs[103](index=103&type=chunk) - The Company assumes no obligation to update any forward-looking statements[103](index=103&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States no material changes to market risk disclosures from the most recent annual report - No material changes to market risk disclosures compared to the 2025 Annual Report on Form 10-K[104](index=104&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Reports on the effectiveness of disclosure controls and procedures and the ongoing integration of Nu Aire into the control environment - As of July 31, 2025, the Company's disclosure controls and procedures were deemed adequate and effective by management, including the CEO and CFO[105](index=105&type=chunk) - The Company is integrating Nu Aire into its systems and control environment, monitoring and maintaining appropriate internal control over financial reporting during this process[106](index=106&type=chunk) - No other significant changes in internal control over financial reporting occurred during the quarter[106](index=106&type=chunk) PART II. OTHER INFORMATION Contains additional information not covered in financial statements, including risk factors, equity sales, and exhibits [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) Refers to previously disclosed risk factors and notes any updates or new factors impacting the company's business - No material changes to risk factors from the 2025 Annual Report on Form 10-K, except as noted in this quarterly report[109](index=109&type=chunk) - Various known or unknown factors could materially and adversely affect the Company's business, financial condition, operating results, and stock price[109](index=109&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports on unregistered sales of equity securities and details the company's share repurchase activities - No unregistered sales of equity securities occurred during the period[110](index=110&type=chunk) - The Company did not purchase any shares under its share repurchase program during the three months ended July 31, 2025, with **100,603 shares** remaining authorized for purchase[111](index=111&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) Discloses information regarding Rule 10b5-1 trading arrangements by directors and executive officers - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended July 31, 2025[113](index=113&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) Lists all documents filed as exhibits to the Form 10-Q, including certifications and financial data in XBRL format - Exhibits include bylaws, CEO/CFO certifications (Sarbanes-Oxley Act Sections 302 and 906), and Inline XBRL documents for financial data[116](index=116&type=chunk) SIGNATURE Confirms the official signing of the report by an authorized financial officer - The report was signed by Donald T. Gardner III, Vice President, Finance and Chief Financial Officer, on behalf of Kewaunee Scientific Corporation on September 12, 2025[118](index=118&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q ____________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number 001-40958 RENT THE RUNWAY, INC. __________________________ ...

PART I. FINANCIAL INFORMATION [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements and detailed notes on business activities, accounting policies, and recent acquisitions [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20July%2031%2C%202025%20and%20October%2031%2C%202024) Total assets and liabilities significantly increased from October 2024 to July 2025, driven by higher current assets and liabilities, while stockholders' equity saw a modest rise Unaudited Condensed Consolidated Balance Sheets as of July 31, 2025 and October 31, 2024 | Metric | July 31, 2025 (in USD) | October 31, 2024 (in USD) | Change | | :-------------------------------- | :------------ | :--------------- | :----- | | Total Current Assets | $38,025,548 | $28,373,050 | +34.0% | | Total Assets | $45,879,967 | $34,010,688 | +34.9% | | Total Current Liabilities | $17,046,019 | $6,846,067 | +149.0% | | Total Liabilities | $19,110,502 | $7,833,121 | +144.0% | | Total Stockholders' Equity | $26,769,465 | $26,177,567 | +2.3% | - Significant increase in inventories from **$15,705,984** (Oct 2024) to **$21,685,412** (Jul 2025), and 'Due from broker' from **$1,466,059** to **$4,444,179**[11](index=11&type=chunk) - Introduction of a **$6,250,000** line of credit balance as of July 31, 2025, compared to zero in October 2024[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20nine%20months%20ended%20July%2031%2C%202025%20and%202024) The company reported a net loss for the three months ended July 31, 2025, due to higher cost of sales and operating expenses, and a decrease in net income for the nine months despite higher net sales Three Months Ended July 31 (YoY Comparison) | Metric | 2025 (in USD) | 2024 (in USD) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | | Net Sales | $23,910,514 | $18,813,162 | +27.1% | | Cost of Sales | $20,997,777 | $14,887,098 | +41.0% | | Gross Profit | $2,912,737 | $3,926,064 | -25.9% | | Operating Expenses | $4,007,888 | $3,206,201 | +25.0% | | Income (Loss) from Operations | $(1,095,151) | $719,863 | -252.1% | | Net Income (Loss) | $(1,205,413) | $626,796 | -292.5% | | Basic and Diluted EPS | $(0.21) | $0.11 | -290.9% | Nine Months Ended July 31 (YoY Comparison) | Metric | 2025 (in USD) | 2024 (in USD) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | | Net Sales | $68,535,860 | $57,349,477 | +19.5% | | Cost of Sales | $55,253,979 | $46,239,134 | +19.5% | | Gross Profit | $13,281,881 | $11,110,343 | +19.5% | | Operating Expenses | $11,897,386 | $9,840,219 | +20.9% | | Income (Loss) from Operations | $1,384,495 | $1,270,124 | +9.0% | | Net Income (Loss) | $591,898 | $955,979 | -38.1% | | Basic and Diluted EPS | $0.10 | $0.17 | -41.2% | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20for%20the%20three%20and%20nine%20months%20ended%20July%2031%2C%202025%20and%202024) Stockholders' equity increased slightly from October 2024 to July 2025, primarily due to net income in the first two quarters of fiscal 2025, partially offset by a third-quarter net loss - Total Stockholders' Equity increased from **$26,177,567** at October 31, 2024, to **$26,769,465** at July 31, 2025[15](index=15&type=chunk) - Retained earnings increased by **$591,898** from October 31, 2024, to July 31, 2025, reflecting the net income for the nine-month period[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20nine%20months%20ended%20July%2031%2C%202025%20and%202024) Operating activities shifted from cash provided to cash used, investing activities used cash due to an acquisition, and financing activities provided substantial cash from increased line of credit borrowings Nine Months Ended July 31 - Cash Flow Summary | Cash Flow Activity | 2025 (in USD) | 2024 (in USD) | | :-------------------------------- | :----------- | :----------- | | Net cash (used in) provided by operating activities | $(5,396,716) | $5,209,235 | | Net cash (used in) provided by investing activities | $(1,254,535) | $2,879,320 | | Net cash provided by (used in) financing activities | $6,250,000 | $(7,724,374) | | Net change in cash and cash equivalents | $(401,251) | $364,181 | | Cash and cash equivalents, end of period | $979,772 | $3,098,158 | - Operating cash flow decreased significantly, primarily due to a **$5,711,012** increase in inventories in 2025 compared to a **$4,480,524** decrease in 2024[18](index=18&type=chunk) - Investing activities in 2025 included an **$800,000** acquisition of Empire Coffee Company and **$375,286** for leasehold improvements[18](index=18&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the financial statements, covering business activities, accounting policies, recent acquisitions, and other financial details - The interim financial statements are unaudited and prepared consistently with the annual statements, with no changes to significant accounting policies during the nine months ended July 31, 2025[26](index=26&type=chunk)[28](index=28&type=chunk) - Revenue is recognized according to ASC 606, evaluating the transfer of promised goods or services when the customer obtains control[29](index=29&type=chunk) Revenues by Product Line (Nine Months Ended July 31) | Product Line | 2025 (in USD) | 2024 (in USD) | Change (%) | | :----------- | :----------- | :----------- | :--------- | | Green | $28,731,856 | $25,505,606 | +12.6% | | Packaged | $39,804,004 | $31,843,871 | +25.0% | | Totals | $68,535,860 | $57,349,477 | +19.5% | Revenues by Product Line (Three Months Ended July 31) | Product Line | 2025 (in USD) | 2024 (in USD) | Change (%) | | :----------- | :----------- | :----------- | :--------- | | Green | $10,474,908 | $10,795,701 | -3.0% | | Packaged | $13,435,606 | $8,017,461 | +67.6% | | Totals | $23,910,514 | $18,813,162 | +27.1% | [Note 1 - Business Activities](index=8&type=section&id=Note%201%20-%20Business%20Activities) Coffee Holding Co., Inc. operates as a wholesale coffee roaster and dealer, manufacturing, marketing, and distributing roasted and blended coffees under private labels and its own brands, and selling green coffee - The Company's core business involves wholesale coffee operations, including manufacturing, roasting, packaging, marketing, and distributing roasted and blended coffees for private labels and its own brands, as well as selling green coffee and coffee roasters[20](index=20&type=chunk) - The company's product lines (Wholesale Green Coffee, Private Label Coffee, Branded Coffee) are considered a single reporting segment due to shared customers, manufacturing resources, sales channels, and marketing support[22](index=22&type=chunk) - The company maintains compliance with financial covenants for its line of credit and does not believe there is substantial doubt about its ability to continue as a going concern, reporting net income of **$591,898** and a net working capital surplus of **$20,979,529** for the nine months ended July 31, 2025[23](index=23&type=chunk) [Note 2 – Basis of Presentation and Significant Accounting Policy](index=9&type=section&id=Note%202%20%E2%80%93%20Basis%20of%20Presentation%20and%20Significant%20Accounting%20Policy) The interim condensed consolidated financial statements are unaudited and prepared consistently with annual statements, with no changes to significant accounting policies during the nine months ended July 31, 2025 [Recent Accounting Pronouncements – Adopted](index=10&type=section&id=Recent%20Accounting%20Pronouncements%20%E2%80%93%20Adopted) The Company adopted ASU 2016-13 (Credit Losses) and ASU 2023-07 (Segment Reporting) during the period, with no material financial statement impact from either - Adoption of ASU 2016-13 (Credit Losses) on November 1, 2023, had no material impact on consolidated financial statements[32](index=32&type=chunk) - Adoption of ASU 2023-07 (Segment Reporting) for fiscal years beginning after December 15, 2023, resulted in enhanced disclosures but no material impact on consolidated financial statements[33](index=33&type=chunk) [Recent Accounting Pronouncements – Not Yet Adopted](index=10&type=section&id=Recent%20Accounting%20Pronouncements%20%E2%80%93%20Not%20Yet%20Adopted) The Company is evaluating the impact of ASU 2023-06 (Disclosure Improvements), ASU 2023-09 (Income Tax Disclosures), and ASU 2024-03/2025-01 (Expense Disaggregation Disclosures), with no material impact expected from ASU 2023-06 - The Company does not expect ASU 2023-06 (Disclosure Improvements) to have a material impact[34](index=34&type=chunk) - The Company is currently evaluating the impact of ASU 2023-09 (Improvements to Income Tax Disclosures) and ASU 2024-03/2025-01 (Expense Disaggregation Disclosures)[35](index=35&type=chunk)[37](index=37&type=chunk) [Note 3 – Business Combination](index=11&type=section&id=Note%203%20%E2%80%93%20Business%20Combination) On November 6, 2024, the Company acquired the remaining assets of Empire Coffee Company for **$800,000** through its wholly-owned subsidiary, Second Empire, contributing **$3,238,704** in revenues and a loss of **$694,130** to the Company's results - On November 6, 2024, the Company acquired Empire Coffee Company's remaining assets for **$800,000** via a UCC Chapter 9 sale, through its subsidiary Second Empire[38](index=38&type=chunk) - The acquisition contributed **$3,238,704** in revenues and a loss of **$694,130** to the Company's results from November 6, 2024, to July 31, 2025[39](index=39&type=chunk) Fair Values of Assets Acquired | Asset | Fair Value (in USD) | | :------------------ | :--------- | | Accounts Receivable | $531,585 | | Inventory | $268,415 | | Total Purchase Price | $800,000 | [Note 4 - Inventories](index=11&type=section&id=Note%204%20-%20Inventories) Inventories significantly increased from October 31, 2024, to July 31, 2025, primarily driven by a substantial rise in green coffee and packed coffee Inventories | Inventory Type | July 31, 2025 (in USD) | October 31, 2024 (in USD) | Change | | :------------- | :------------ | :--------------- | :----- | | Packed coffee | $3,851,853 | $2,025,335 | +90.2% | | Green coffee | $15,674,822 | $11,525,118 | +36.0% | | Total Inventories | $21,685,412 | $15,705,984 | +38.1% | [Note 5 - Commodities Held by Broker](index=12&type=section&id=Note%205%20-%20Commodities%20Held%20by%20Broker) The Company uses short-term coffee futures and options contracts to partially hedge against green coffee price fluctuations, but recent periods have seen significant losses, increasing cost of sales and decreasing profitability - The Company uses short-term coffee futures and options contracts for partial hedging of green coffee prices and to reduce cost of sales, classifying them as trading securities[43](index=43&type=chunk)[45](index=45&type=chunk) - Realized and unrealized gains/losses on these contracts are included in cost of sales, impacting earnings volatility[45](index=45&type=chunk) Realized and Unrealized Gains/Losses on Commodity Contracts | Metric | Three Months Ended July 31, 2025 (in USD) | Three Months Ended July 31, 2024 (in USD) | Nine Months Ended July 31, 2025 (in USD) | Nine Months Ended July 31, 2024 (in USD) | | :---------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Gross realized gains | $1,660,346 | $405,608 | $3,773,790 | $1,187,382 | | Gross realized losses | $(373,788) | $(133,392) | $(608,780) | $(903,162) | | Unrealized (losses) gains | $(2,056,404) | $464,272 | $(2,478,142) | $934,974 | | Total | $(769,846) | $736,488 | $686,868 | $1,219,194 | [Note 6 - Line of Credit](index=12&type=section&id=Note%206%20-%20Line%20of%20Credit) The Company's line of credit with Webster Financial Corp. was amended, extending the maturity date to June 28, 2026, and increasing the maximum facility to **$10,000,000**, with an outstanding balance of **$6,250,000** as of July 31, 2025 - The line of credit maturity date was extended to June 28, 2026, and the maximum facility amount increased to **$10,000,000**[47](index=47&type=chunk)[48](index=48&type=chunk) - The outstanding balance on the line of credit was **$6,250,000** as of July 31, 2025, compared to **$0** as of October 31, 2024[50](index=50&type=chunk) - The Company was in compliance with all financial covenants as of July 31, 2025[23](index=23&type=chunk)[50](index=50&type=chunk) [Note 7 – Income Taxes](index=13&type=section&id=Note%207%20%E2%80%93%20Income%20Taxes) The Company recorded income tax expense of **$17,584** for the three months and **$650,749** for the nine months ended July 31, 2025, primarily due to the tax impact of unrealized losses from coffee futures and options contracts, and is assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) Income Tax Expense | Period | 2025 (in USD) | 2024 (in USD) | | :---------------------- | :--------- | :--------- | | Three months ended July 31 | $17,584 | $259,249 | | Nine months ended July 31 | $650,749 | $323,954 | - The income tax expense for the three months ended July 31, 2025, was mainly due to the tax impact of unrealized losses from coffee futures and options contracts[54](index=54&type=chunk) - The Company is currently assessing the impact of the One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025, which includes permanent extension of certain tax provisions and modifications to the international tax framework[55](index=55&type=chunk) [Note 8 – Earnings (Loss) Per Share](index=13&type=section&id=Note%208%20%E2%80%93%20Earnings%20%28Loss%29%20Per%20Share) For the three months ended July 31, 2025, the company reported a loss per share of **$(0.21)**, while for the nine months, it reported earnings per share of **$0.10** Basic and Diluted EPS | Period | 2025 (in USD) | 2024 (in USD) | | :---------------------- | :----- | :----- | | Three months ended July 31 | $(0.21) | $0.11 | | Nine months ended July 31 | $0.10 | $0.17 | - The weighted average common shares outstanding for both basic and diluted EPS remained constant at **5,708,599** for all periods presented[57](index=57&type=chunk) - **921,000** outstanding stock options were excluded from diluted EPS calculation as they were antidilutive[57](index=57&type=chunk) [Note 9 - Commitments and Contingencies](index=13&type=section&id=Note%209%20-%20Commitments%20and%20Contingencies) The Company and its subsidiaries are not involved in any pending legal proceedings that management believes would have a material effect on the business or financial condition - No material legal proceedings are pending against the Company or its subsidiaries[58](index=58&type=chunk) [Note 10 – Leases](index=14&type=section&id=Note%2010%20%E2%80%93%20Leases) The Company's right-of-use operating lease assets and total lease liabilities significantly increased from October 31, 2024, to July 31, 2025, primarily due to a new lease from the Second Empire Acquisition, while a May 2024 lease modification resulted in a gain on extinguishment Lease Assets and Liabilities | Metric | July 31, 2025 (in USD) | October 31, 2024 (in USD) | Change | | :-------------------------- | :------------ | :--------------- | :----- | | Right-of-use operating lease assets | $2,696,475 | $1,166,537 | +131.1% | | Total lease liability | $2,737,267 | $1,173,032 | +133.3% | - A new lease was recognized in November 2024 for **$2,113,581** in connection with the Second Empire Acquisition[65](index=65&type=chunk) - A lease modification in May 2024 resulted in a gain on extinguishment of lease of **$210,567**[64](index=64&type=chunk) [Note 11 – Related Party Transactions](index=15&type=section&id=Note%2011%20%E2%80%93%20Related%20Party%20Transactions) The Company maintains a Non-Qualified Deferred Compensation Plan for its CEO, with assets and corresponding liabilities of **$129,972** as of July 31, 2025 - The Company has a Non-Qualified Deferred Compensation Plan for its CEO, with a deferred compensation payable of **$129,972** as of July 31, 2025[66](index=66&type=chunk) [Note 12 - Stockholders' Equity](index=15&type=section&id=Note%2012%20-%20Stockholders%27%20Equity) The Company did not purchase any treasury shares or grant, forfeit, or expire any stock options during the three and nine months ended July 31, 2025, with all **921,000** outstanding stock options being exercisable and fully vested - No treasury shares were purchased during the three and nine months ended July 31, 2025[67](index=67&type=chunk) - No stock options were granted, forfeited, or expired during the three and nine months ended July 31, 2025[68](index=68&type=chunk) - As of July 31, 2025, **921,000** stock options were exercisable and fully vested, with no stock-based compensation expense recorded[68](index=68&type=chunk)[69](index=69&type=chunk) [Note 13 – Segment Information](index=15&type=section&id=Note%2013%20%E2%80%93%20Segment%20Information) The Company operates as a single reportable segment: coffee, with its CODM assessing performance and allocating resources based on consolidated operating income (loss), primarily deriving revenue from North America across wholesale green coffee, private label, and branded coffee sales - The Company has one reportable segment: coffee, managed on a consolidated basis, with Andrew Gordon serving as the Chief Operating Decision Maker (CODM)[71](index=71&type=chunk) - The coffee segment generates revenue from wholesale green coffee, private label coffee, and branded coffee, with revenue recognized upon shipment[72](index=72&type=chunk) - The CODM evaluates performance and allocates resources based on operating income (loss) and total consolidated assets[72](index=72&type=chunk)[73](index=73&type=chunk) [Note 14 - Subsequent Events](index=16&type=section&id=Note%2014%20-%20Subsequent%20Events) The Company has evaluated all subsequent events through the date the financial statements were available and determined that no events require reporting - No subsequent events requiring disclosure were identified[74](index=74&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance and condition, highlighting factors affecting operations, critical accounting policies, and a detailed comparison of results for the three and nine months ended July 31, 2025, versus 2024, along with discussions on liquidity, capital resources, and going concern [Overview](index=17&type=section&id=Overview) The Company is an integrated wholesale coffee roaster and dealer, offering a broad range of coffee products, with operations affected by sales, marketing, volatile green coffee prices (generally passed through), and hedging policies, and recently acquired Empire Coffee Company - The Company is an integrated wholesale coffee roaster and dealer, offering diverse coffee products across various price points, aiming for increased profitability and resilience to price volatility[78](index=78&type=chunk) - Net sales are driven by sales and marketing efforts and customer retention/acquisition[80](index=80&type=chunk) - Green coffee prices are volatile but historically, increases have been passed to customers, leading to increased net sales[81](index=81&type=chunk) - The Company uses short-term coffee futures and options contracts for partial hedging, but acknowledges that no strategy eliminates all pricing risks and past losses have impacted profitability[82](index=82&type=chunk)[83](index=83&type=chunk) - On November 6, 2024, the Company's subsidiary, Second Empire, acquired equipment, accounts receivable, and inventory of Empire Coffee Company[84](index=84&type=chunk) [Three Months Ended July 31, 2025 Compared to the Three Months Ended July 31, 2024](index=20&type=section&id=Three%20Months%20Ended%20July%2031%2C%202025%20Compared%20to%20the%20Three%20Months%20Ended%20July%2031%2C%202024) Net sales increased by **27%** due to higher sales of private label and branded coffees, but gross profit decreased by **26%** due to a **41%** increase in cost of sales, driven by higher tariffs and a net trading loss on coffee futures, leading to a net loss of **$1.2 million** compared to net income in the prior year Three Months Ended July 31 - Key Financials | Metric | 2025 (in USD) | 2024 (in USD) | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Net Sales | $23,910,514 | $18,813,162 | $5,097,352 | +27% | | Cost of Sales | $20,997,777 | $14,887,098 | $6,110,679 | +41% | | Gross Profit | $2,912,737 | $3,926,064 | $(1,013,327) | -26% | | Operating Expenses | $4,007,888 | $3,206,201 | $801,687 | +25% | | Net Income (Loss) | $(1,205,413) | $626,796 | $(1,832,209) | -292.5% | - The increase in cost of sales was driven by higher tariffs on imported coffee and a net trading loss of approximately **$770,000** on coffee futures and options contracts[88](index=88&type=chunk) - Operating expenses increased primarily due to the acquisition of Empire Coffee Company[90](index=90&type=chunk) [Nine Months Ended July 31, 2025, Compared to the Nine Months Ended July 31, 2024](index=21&type=section&id=Nine%20Months%20Ended%20July%2031%2C%202025%2C%20Compared%20to%20the%20Nine%20Months%20Ended%20July%2031%2C%202024) Net sales increased by **20%** due to higher sales across product lines, and gross profit also increased by **19.5%**, but operating expenses rose by **21%** due to the Second Empire Acquisition, leading to a **38%** decrease in net income Nine Months Ended July 31 - Key Financials | Metric | 2025 (in USD) | 2024 (in USD) | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Net Sales | $68,535,860 | $57,349,477 | $11,186,383 | +20% | | Cost of Sales | $55,253,979 | $46,239,134 | $9,014,845 | +19.5% | | Gross Profit | $13,281,881 | $11,110,343 | $2,171,538 | +19.5% | | Operating Expenses | $11,897,386 | $9,840,219 | $2,057,167 | +21% | | Net Income (Loss) | $591,898 | $955,979 | $(364,081) | -38% | - Operating expenses increased by approximately **$2.2 million** due to the Second Empire Acquisition[98](index=98&type=chunk) - Net income decreased primarily due to higher operating expenses, tariffs on imported coffee, and unrealized trading losses in the third quarter[101](index=101&type=chunk) [Liquidity, Capital Resources and Going Concern](index=21&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) Working capital decreased by **$547,454** to **$20,979,529** as of July 31, 2025, with operating and investing activities using cash, while financing activities provided cash from increased line of credit borrowings, and the Company expects to fund operations through operating cash and its credit facility - Working capital decreased by **$547,454** to **$20,979,529** as of July 31, 2025, compared to October 31, 2024[102](index=102&type=chunk) - Operating activities used **$5,396,716** in cash for the nine months ended July 31, 2025, a significant change from **$5,209,235** provided in the prior year, mainly due to increased inventory[106](index=106&type=chunk) - Financing activities provided **$6,250,000** in cash for the nine months ended July 31, 2025, primarily from increased borrowings under the line of credit[108](index=108&type=chunk) - The Company expects to fund operations for at least the next twelve months through operating cash and its credit facility[109](index=109&type=chunk) [Off-Balance Sheet Arrangements](index=22&type=section&id=Off-Balance%20Sheet%20Arrangements) The Company has no material off-balance sheet arrangements - The Company does not have any material off-balance sheet arrangements[110](index=110&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no applicable disclosures regarding quantitative and qualitative market risk - No applicable disclosures for quantitative and qualitative market risk[111](index=111&type=chunk) [ITEM 4. Controls and Procedures](index=23&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of July 31, 2025, due to several material weaknesses in internal control over financial reporting, for which a remediation plan is in progress [Evaluation of Disclosure Controls and Procedures](index=23&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were not effective as of July 31, 2025, due to material weaknesses in internal control over financial reporting - Disclosure controls and procedures were deemed not effective as of July 31, 2025, due to material weaknesses in internal control over financial reporting[112](index=112&type=chunk) [Material Weakness Over Financial Reporting](index=23&type=section&id=Material%20Weakness%20Over%20Financial%20Reporting) Several material weaknesses were identified, including inadequate controls over inventory quantities, system access, contract identification/accounting, physical custody of records, and journal entry/account reconciliation processes, along with inaccurate intercompany eliminations in prior financial statements - Inadequate controls to prevent and detect misstatements of inventory quantities at a subsidiary[113](index=113&type=chunk) - Inappropriate system access controls over the financial reporting system, lacking segregation of duties[114](index=114&type=chunk) - Lack of adequate controls for identifying and accounting for material contracts, specifically a material lease amendment[115](index=115&type=chunk) - Inadequate controls regarding physical custody of hardware, electronic, and hard copy records for Generations Coffee and Steep and Brew[116](index=116&type=chunk) - Lack of adequate controls for the preparation and review of journal entries and account reconciliations during the year-end financial statement closing process[117](index=117&type=chunk) - Inaccurate accounting for intercompany eliminations in fiscal year 2020, leading to an overstatement of net sales and cost of sales by approximately **$8.3 million** and requiring restatement[118](index=118&type=chunk) - Lack of adequate controls for recording year-end accruals for vendor liabilities and calculating required loan covenants[119](index=119&type=chunk) - Despite material weaknesses, management believes the financial information presented is materially correct and fairly presents the financial position and operating results[120](index=120&type=chunk) [Remediation Plan for the Material Weaknesses](index=24&type=section&id=Remediation%20Plan%20for%20the%20Material%20Weaknesses) The Company is implementing a remediation plan, including hiring third-party consultants, educating control owners, developing documentation, enhancing controls for financial reporting systems, redesigning access rights, performing cross-reference analysis, and implementing additional levels of internal review - Remediation efforts include hiring third-party consultants, educating control owners, developing documentation, enhancing financial reporting system controls, redesigning access rights, performing quarterly cross-reference analysis, and implementing additional internal review levels[121](index=121&type=chunk)[126](index=126&type=chunk) - Material weaknesses will not be considered remediated until efforts are fully implemented and controls are operating effectively[122](index=122&type=chunk) [Changes in Internal Control over Financial Reporting](index=24&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Other than the changes aimed at remediating the identified material weaknesses, there were no other material changes in internal control over financial reporting during the fiscal quarter ended July 31, 2025 - No material changes in internal control over financial reporting occurred during the quarter, other than those for remediation[125](index=125&type=chunk) PART II. OTHER INFORMATION [ITEM 1. Legal Proceedings](index=25&type=section&id=ITEM%201.%20Legal%20Proceedings) No legal proceedings are reported - No legal proceedings to report[127](index=127&type=chunk) [ITEM 1A. Risk Factors](index=25&type=section&id=ITEM%201A.%20Risk%20Factors) There have been no material changes to the Company's risk factors since the prior Form 10-Q filing for the quarter ending April 30, 2025 - No material changes to risk factors since the April 30, 2025, Form 10-Q[128](index=128&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds are reported - No unregistered sales of equity securities or use of proceeds[129](index=129&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=25&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities are reported - No defaults upon senior securities[130](index=130&type=chunk) [ITEM 4. Mine Safety Disclosures](index=25&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) Not applicable - Mine safety disclosures are not applicable[131](index=131&type=chunk) [ITEM 5. Other Information](index=25&type=section&id=ITEM%205.%20Other%20Information) No other information requiring disclosure under this item, including Rule 10b5-1 trading arrangements, was reported for directors or officers during the quarter - No other information to report, including Rule 10b5-1 trading arrangements by directors or officers[132](index=132&type=chunk)[133](index=133&type=chunk) [ITEM 6. Exhibits](index=26&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications and XBRL documents - The report includes certifications (Section 302 and 906) and Inline XBRL documents as exhibits[135](index=135&type=chunk) SIGNATURES [SIGNATURES](index=27&type=section&id=SIGNATURES) The report is duly signed on behalf of Coffee Holding Co., Inc. by Andrew Gordon, President, Chief Executive Officer, and Chief Financial Officer, on September 12, 2025 - The report was signed by Andrew Gordon, President, CEO, and CFO, on September 12, 2025[138](index=138&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q For the transition period from to Commission File Number: 001-36212 VINCE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 75-3264870 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 2, 2025 Or ☐ TRANSITION REPO ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission file number 001-40017 CROWN PROPTECH ACQUISITIONS (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (S ...

Exhibit 99.1 Calavo Growers, Inc. Announces Third Quarter and Nine-Month Period Ended July 31, 2025 Financial Results SANTA PAULA, Calif., September 9, 2025 (GLOBE NEWSWIRE) -- Calavo Growers, Inc. (Nasdaq- GS: CVGW), a global leader in sourcing, packing and distribution of fresh avocados, tomatoes, papayas and processing of guacamole and other avocado products, today reported its financial results for the third fiscal quarter and nine-month period ended July 31, 2025. Third Quarter Financial Overview Adjus ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 2, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35720 (Exact name of registrant as specified in its charter) Delaware 45-3052669 (State or other jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File No. 0-13375 LSI INDUSTRIES INC. (Exact name of Registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation or organization) 10 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34249 FARMER BROS. CO. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-0725980 (State or other jurisdiction of incorporation or ...