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CLOSED · 03:15 ET
Market ClerkRecap
Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

BTOC

Armlogi Holding Corp.
NASDAQ · INDUSTRIALS · PUBLIC WAREHOUSING & STORAGE
2.54
−0.11 −4.08%
USD · close Oct 23

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How BTOC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
26%
of sentences unchanged
Added
273
new sentences
Dropped
184
sentences removed
Length
+4,102
words, now 18,036

New in FY2025

  • Specifically, instead of earning favorable reviews through high-quality products, those PRC sellers manipulated reviews by paying for positive product reviews or by giving away gift cards, which violated Amazon’s terms of service.
  • It is estimated that the 50,000 affected accounts caused approximately RMB100 billion in losses for the cross-border e-commerce industry in the PRC, which has discouraged a growing number of PRC e-commerce sellers from selling their merchandise in the U.S. via Amazon.
  • Risk factors — Operational Risks — The suspension of PRC sellers on using international e-commerce platforms, such as the crackdown on PRC sellers by Amazon in early 2021, has discouraged and may continue to discourage a growing number of PRC e-commerce sellers from selling their merchandise to the United States, thus adversely affecting our business, financial condition, and results of operations.” Our Ability to Maintain Our Major Customers During the fiscal years ended June 30, 2025 and 2024, our five largest customers accounted for approximately 55.1% and 53.0% of our total revenue, respectively.
  • In the event that a significant customer terminates its relationship with us, there is no assurance that we will be able to secure an alternative arrangement with another comparable customer in a timely manner, or at all.
  • Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue and our business may rely on two suppliers that account for more than 10% of our total purchases, and interruption in operations of such significant customers or supplier may have an adverse effect on our business, financial condition, and results of operations.” Our Ability to Effectively Develop and Expand our Labor Force Our ability to increase our customer base and achieve broader market acceptance will depend to a significant extent on our ability to expand our sales, marketing, and support operations, as well as our ability to recruit and retain talented personnel.
  • Results of Operations The following table outlines our consolidated statements of operations for the fiscal years ended June 30, 2025 and 2024: Year Ended June 30, 2025 Year Ended June 30, 2024 US$ US$ Revenue 190,408,258 166,977,034 Costs of service 193,408,827 148,894,227 Gross (loss) profit (3,000,569 ) 18,082,807 Operating costs and expenses: General and administrative 14,675,543 9,967,792 Total operating costs and expenses 14,675,543 9,967,792 (Loss) Income from operations (17,676,112 ) 8,115,015 Other (income) expenses: Other income, net (2,714,344 ) (2,320,257 ) Loss on debt extinguishment 1,192,431 — Loss on disposal of assets 43,625 — Finance costs 714,352 47,649 Total other (income) expenses (763,936 ) (2,272,608 ) (Loss) Income before provision for income taxes (16,912,176 ) 10,387,623 Current income tax expense (recovery) (26,954 ) 2,145,072 Deferred income tax expense (recovery) (1,536,455 ) 801,333 Total income tax expenses (recovery) (1,563,409 ) 2,946,405 Net (loss) income (15,348,767 ) 7,441,218 Total comprehensive (loss) income (15,348,767 ) 7,441,218 Basic & diluted net earnings per share (0.37 ) 0.19 Weighted average number of shares of common stock-basic 41,808,909 40,205,836 Weighted average number of shares of common stock-diluted 41,808,909 40,216,109 The following table sets forth our revenue for the fiscal years ended June 30, 2025 and 2024: Year Ended June 30, 2025 Year Ended June 30, 2024 US$ US$ Revenue 190,408,258 166,977,034 Cost of service 193,408,827 148,894,227 Gross profit (loss) (3,000,569 ) 18,082,807 Gross profit (loss) margin % -1.6 % 10.8 % The following table outlines the compositions of our revenue streams: Year Ended June 30, 2025 Year Ended June 30, 2024 US$ US$ Transportation services 127,013,393 115,323,654 Warehousing services 63,285,107 51,502,358 Other services 109,758 151,022 Total 190,408,258 166,977,034 Our revenue increased by $23.4 million, or 14.0%, to $190.4 million during the fiscal year ended June 30, 2025, compared to $167.0 million for the fiscal year ended June 30, 2024.
  • The increase was due to the following factors: 1) Revenue from our transportation services increased by $11.7 million, or 10.1%, due to due to the addition of new warehouse locations, which resulted in an increase in shipment volume in the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024. 2) Revenue from our warehousing services increased by $11.8 million, or 22.9% in the fiscal year ended June 30 2025, compared to the fiscal year ended June 30, 2024.
  • As an integrated part of our one-stop warehousing and logistics services, revenue increase from our warehousing services was driven by the growth in our transportation services and the addition of new warehouses acquired in 2025. 3) Revenue from other services decreased by $0.04 million, or 27.3% in the fiscal year ended June 30 2025, compared to the fiscal year ended June 30, 2024.
  • Our cost of service mainly represented the costs incurred for the use of third-party direct freight service carriers, such as FedEx and UPS, warehouse rental expenses, costs of labor, and trucking expenses.
  • Cost of service increased by $44.5 million, or 29.9%, during the fiscal year ended June 30, 2025, compared with the fiscal year ended June 30, 2024.
  • The increase was primarily driven by the following two factors: i.
  • In the fiscal year ended June 30, 2025, the Company expanded its operations with the opening of two new warehouses, in addition to a new warehouse in the State of Illinois which was launched at the end of the fiscal year 2024.
  • Unlike prior expansions, which benefited from shifting personnel from nearby existing locations, these new facilities required incremental labor hiring.
  • Furthermore, the type of orders fulfilled at the two new warehouses are not the traditional drop-shipping model and typically carry lower profit margins.
  • These dynamics resulted in a notable increase in warehouse labor, rental, and other related operating expenses. ii.
  • Freight costs rose significantly due to changes in carrier economics.
  • The Company’s gross profit margin on FedEx shipments declined from 23% in fiscal 2024 to 7% in fiscal 2025, largely driven by FedEx rate increases tied to tariffs and broader economic conditions.
  • To mitigate this impact, management transitioned part of the freight volume to UPS.
  • While UPS has provided a more stable cost structure, its current gross margin of 6% remains well below the 23% margin previously achieved with FedEx.
  • This shift has partially cushioned the impact but continues to place downward pressure on freight profitability in the near term.
  • The following table sets forth a breakdown of our cost of service for the fiscal years ended June 30, 2025 and 2024: Year Ended June 30, 2025 Year Ended June 30, 2024 US$ US$ Amortization 38,081 35,317 Depreciation 2,725,602 1,683,436 Rental expenses 38,290,217 30,421,614 Freight expenses 113,167,867 89,506,874 Port handling and customs fees 518,962 266,784 Salary and benefits 10,210,118 7,553,353 Temporary labor expenses 17,451,331 12,657,528 Warehouse expenses 9,491,473 5,705,059 Utilities 933,045 547,587 Other expenses 582,131 516,675 Total 193,408,827 148,894,227 Our rental expenses (primarily warehouse operating lease expenses), freight expenses, temporary labor expenses, and salary and benefits increased significantly by $7.9 million, $23.7 million, $4.8 million, and $2.7 million, respectively, in the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024.
  • The increases in lease expenses were due to the additional operating leases acquired during the year.
  • The increases in freight expenses were due to the increase in UPS expenses.
  • The increases in temporary labor expenses, warehouse expenses, and salary and benefits were due to the expansion of the warehouse operations.
  • Our overall gross profit margin decreased from 10.8% for the fiscal year ended June 30, 2024 to -1.6% for the fiscal year ended June 30, 2025, primarily due to the increase in lease expenses, temporary labor expenses for new warehouses, and UPS expenses.
  • This decline is attributable to increases in the rental expenses, freight expenses, salary and benefits, temporary labor expenses, and warehouse expenses of approximately 25.9%, 26.4%, 35.2%, 37.9%, and 66.4%, respectively, despite a relatively modest increase in warehousing services revenue of approximately 22.9%.
  • The following table sets forth a breakdown of our general and administrative expenses for the fiscal years ended June 30, 2025 and 2024: Year Ended June 30, 2025 Year Ended June 30, 2024 US$ US$ Bank charges 162,657 99,850 Amortization 206,391 313,283 Office expenses 3,221,531 2,441,784 Professional fees 2,418,727 447,955 Rental expenses 2,646,508 427,014 Repairs and maintenance 1,251,729 1,130,378 Salary and benefits 3,646,361 4,312,408 Sundries 311,952 255,739 Tax and licenses 186,144 149,321 Vehicle expenses 187,194 180,378 Other expenses 160,739 114,988 Credit loss expenses 275,610 94,694 Total 14,675,543 9,967,792 Our general and administrative expenses increased by $4.7 million, from $10.0 million for the fiscal year ended June 30, 2024 to $14.7 million for the fiscal year ended June 30, 2025, representing an increase of 47.2%.
  • The increase was due to the following factors: 1) Office expenses increased by $0.8 million, or 31.9%, mainly due to an increase in truck insurance and general office expense associated with the rapid expansion of our business. 2) Rental expenses increased by $2.2 million, or 519.8%, mainly due to additional warehouses rented in 2025 and a higher amount of lease expense was allocated to 2025. 3) Professional fees increased by $2.0 million, or 439.9%, mainly due to the fees for the consulting services of two investment financial advisors and audit fees.
  • The following table sets forth a breakdown of our income tax expense: Year Ended June 30, 2025 Year Ended June 30, 2024 US$ US$ Current income tax (recovery) expense (26,954 ) 2,145,072 Deferred income tax (recovery) expense (1,536,455 ) 801,333 Total income tax (recovery) expenses (1,563,409 ) 2,946,405 Our income tax expense decreased by $4.5 million in the fiscal year ended June 30, 2025, mainly due to the decrease in profit before tax by $27.3 million in the fiscal year 2025, compared to the fiscal year 2024.
  • Net income As a result of the foregoing, our net loss for the fiscal year ended June 30, 2025 was $15.3 million, compared with the net income of $7.4 million for the fiscal year ended June 30, 2024, representing a decrease by $22.8 million.
  • As of the date of this annual report, we have financed our operations primarily through cash generated by operating activities, equity financing, debt financing from third parties and capital contributions from stockholders.
  • As of June 30, 2025 and 2024, we had cash and cash equivalents and restricted cash of $13.6 million and $10.0 million, respectively, which primarily consisted of cash deposited in banks.
  • Our working capital requirements mainly consist of cost of service and general and administrative expenses.
  • We expect that our capital requirements will be met by cash generated from our financing activities.
  • On November 25, 2024, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd.
  • (the “Investor”), pursuant to which we have the right to sell to the Investor up to $50.0 million (the “Commitment Amount”) of our shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.
  • In connection with the SEPA, and subject to the conditions set forth therein, the Investor agreed to advance to the Company pursuant to certain convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $21.0 million (the “Pre-Paid Advance”), subject to a 10% original issue discount.
  • We believe that our current cash and cash generated from our operating and financing activities will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months.
  • Cash Flows for the Fiscal Years Ended June 30, 2025 and 2024 Year Ended June 30, 2025 Year Ended June 30, 2024 US$ US$ Net cash provided by operating activities 1,460,845 2,992,889 Net cash used in investing activities (1,805,223 ) (7,437,605 ) Net cash provided by financing activities 3,971,821 7,837,001 Net increase in cash and cash equivalents and restricted cash 3,627,443 3,392,285 Cash and cash equivalents and restricted cash at beginning of year 9,950,384 6,558,099 Cash and cash equivalents and restricted cash at end of year 13,577,827 9,950,384 We had a balance of cash and cash equivalents and restricted cash of $13.6 million as of June 30, 2025, compared with a balance of $10.0 million as of June 30, 2024.
  • During the fiscal years ended June 30, 2025 and 2024, we mainly derived our cash inflow from operating and financing activities.

and 233 more.

Gone since FY2024

  • Specifically, instead of earning great reviews through high-quality products, those PRC sellers manipulated reviews by paying for positive product reviews or by giving away gift cards, which violates Amazon’s terms of service.
  • It is estimated that the 50,000 affected accounts caused approximately RMB100 billion in losses for the cross-border e-commerce industry in the PRC, which has discouraged a growing number of PRC e-commerce sellers from selling their merchandise to the U.S. via Amazon.
  • Risk factors — Operational Risks — The suspension of PRC sellers on using international e-commerce platforms, such as the crackdown on PRC sellers by Amazon in early 2021, has discouraged and may continue to discourage a growing number of PRC e-commerce sellers from selling their merchandise to the United States, thus adversely affecting our business, financial condition, and results of operations” Our Ability to Maintain Our Major Customers During the fiscal years ended June 30, 2024 and 2023, our five largest customers accounted for approximately 53.0% and 62.0% of our total revenue, respectively.
  • In the event that a significant customer terminates its relationship with us, we cannot assure that we will be able to secure an alternative arrangement with another comparable customer in a timely manner, or at all.
  • Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and interruption in operations of such significant customers or supplier may have an adverse effect on our business, financial condition, and results of operations.” Our Ability to Effectively Develop and Expand our Labor Force Our ability to increase our customer base and achieve broader market acceptance will depend to a significant extent on our ability to expand our sales, marketing, and support operations, as well as our ability to recruit and retain talented personnel.
  • Results of Operations The following table outlines our consolidated statements of operations for the fiscal years ended June 30, 2024 and 2023: Year Ended June 30, 2024 Year Ended June 30, 2023 US$ US$ Revenue 166,977,034 135,044,436 Costs of sales 148,894,227 109,310,993 Gross profit 18,082,807 25,733,443 Operating costs and expenses: General and administrative 9,967,792 7,799,116 Total operating costs and expenses 9,967,792 7,799,116 Income from operations 8,115,015 17,934,327 Other (income) expenses: Other income (2,320,257 ) (1,408,634 ) Finance costs 47,649 60,419 Total other (income) expenses (2,272,608 ) (1,348,215 ) Income before provision for income taxes 10,387,623 19,282,542 Current income tax expense 2,145,072 4,980,481 Deferred income tax expense 801,333 380,523 Total income tax expenses 2,946,405 5,361,004 Net income 7,441,218 13,921,538 Total comprehensive income 7,441,218 13,921,538 Basic & diluted net earnings per share 0.19 0.35 Weighted average number of shares of common stock-basic 40,205,836 40,000,000 Weighted average number of shares of common stock-diluted 40,216,109 40,000,000 Revenue, costs of sales, and gross profit margin The following table sets forth our revenue for the fiscal years ended June 30, 2024 and 2023: Year Ended June 30, 2024 Year Ended June 30, 2023 US$ US$ Revenue 166,977,034 135,044,436 Costs of sales 148,894,227 109,310,993 Gross profit 18,082,807 25,733,443 Gross profit margin % 10.8 % 19.1 % The following table outlines the compositions of our revenue streams: Year Ended June 30, 2024 Year Ended June 30, 2023 US$ US$ Transportation services 115,323,654 97,072,485 Warehousing services 51,502,358 37,304,824 Other services 151,022 667,127 Total 166,977,034 135,044,436 Our revenue increased by $31.9 million, or 23.6%, to $167.0 million during the fiscal year ended June 30, 2024, compared to $135.0 million for the fiscal year ended June 30, 2023.
  • The increase was due to the following factors: 1) Revenue from our transportation services increased by $18.3 million, or 18.8%, due to the rapid expansion of our business in 2024, as we expanded our warehouse operational capacities in California and New Jersey. 2) Revenue from our warehousing services increased by $14.2 million, or 38.1%.
  • As an integrated part of our one-stop warehousing and logistics services, our warehousing services also increased as a result of the growth in our transportation services. 3) Revenue from other services decreased by $0.5 million, or 77.4%.
  • Our costs of sales mainly represented the costs incurred for the use of third-party direct freight service carriers, such as FedEx and UPS, warehouse rental expenses, costs of labor, and trucking expenses.
  • Costs of sales increased by $39.6 million, or 36.2%, during the fiscal year ended June 30, 2024, compared with the fiscal year ended June 30, 2023.
  • The increase was in line with the significant increase of our revenue.
  • The following table sets forth a breakdown of our costs of sales for the fiscal years ended June 30, 2024 and 2023: Year Ended June 30, 2024 Year Ended June 30, 2023 US$ US$ Amortization 35,317 204,457 Depreciation 1,683,436 905,384 Rental expenses 30,421,614 14,801,588 Freight expenses 89,506,874 75,960,644 Port handling and customs fees 266,784 675,574 Salary and benefits 7,553,353 4,485,060 Temporary labor expenses 12,657,528 8,381,160 Warehouse expenses 5,705,059 3,122,911 Utilities 547,587 410,330 Other expenses 516,675 363,885 Total 148,894,227 109,310,993 Our rental expenses (primarily warehouse operating lease expenses), freight expenses, temporary labor expenses, and salary and benefits increased significantly by $15.6 million, $13.5 million, $4.3 million, and $3.1 million, respectively, during the fiscal year ended June 30, 2024 compared to 2023.
  • The increases in these expenses were all due to the growth of our revenue in transportation services and warehouse services.
  • Our overall gross profit margin decreased from 19.1% for the fiscal year ended June 30, 2023 to 10.8% for the year ended June 30, 2024, primarily due to our expansion into the Fontana, California warehouse and the temporary disruption of operations in California as inventory was relocated to a new facility.
  • Although the profit margins of our transportation services (e.g.
  • FedEx, ocean freight, and truck deliveries) for the fiscal year ended June 30, 2024, remained stable or slightly higher compared to the previous year, the profit margins for our warehousing services experienced a significant decrease during the same period.
  • This decline is attributable to increases in the rental expenses, salary and benefits, temporary labor expenses, and warehouse expenses of approximately 106%, 68%, 51%, and 83%, respectively, despite a relatively modest increase in warehousing services revenue of approximately 38.1%.
  • The following table sets forth a breakdown of our general and administrative expenses for the fiscal years ended June 30, 2024 and 2023: Year Ended June 30, 2024 Year Ended June 30, 2023 US$ US$ Bank charges 99,850 17,546 Amortization 313,283 205,703 Office expenses 2,441,784 1,151,786 Professional fees 447,955 420,775 Rental expenses 427,014 479,597 Repairs and maintenance 1,130,378 689,737 Salary and benefits 4,312,408 3,878,888 Sundries 255,739 76,084 Tax and licenses 149,321 104,589 Vehicle expenses 180,378 99,390 Other expenses 114,988 95,731 Credit loss expenses 94,694 579,290 Total 9,967,792 7,799,116 Our general and administrative expenses increased by $2.2 million, from $7.8 million for the fiscal year ended June 30, 2023 to $10.0 million for the fiscal year ended June 30, 2024, representing an increase of 28%.
  • The increase was due to the following factors: 1) Office expenses increased by $1.3 million, or 112%, mainly due to an increase of insurance by $1.0 million associated with the rapid expansion of our warehouses and the growth in our transportation services. 2) Repairs and maintenance expenses increased by $0.4 million, or 64%, as a result of the growth in our transportation services.
  • The following table sets forth a breakdown of our income tax expense: Year Ended June 30, 2024 Year Ended June 30, 2023 US$ US$ Current income tax expense 2,145,072 4,980,481 Deferred income tax expense 801,333 380,523 Total income tax expenses 2,946,405 5,361,004 Our income tax expense decreased by $2.4 million in 2024, mainly due to the decrease in profit before tax by $8.9 million during the year.
  • Net income As a result of the foregoing, our net income for the fiscal year ended June 30, 2024 was $7.4 million, compared with the net income of $13.9 million for the fiscal year ended June 30, 2023, representing a decrease by $6.5 million.
  • As of the date of this annual report, we have financed our operations primarily through cash generated by operating activities and capital contributions from stockholders.
  • As of June 30, 2024 and 2023, we had cash and restricted cash of $10 million and $6.6 million, respectively, which primarily consisted of cash deposited in banks.
  • Our working capital requirements mainly consist of costs of sales and general and administrative expenses.
  • We expect that our capital requirements will be met by cash generated from our operating activities and financing activities from our principal stockholders.
  • We believe that our current cash and cash generated from our operating activities will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months.
  • Cash Flows for the Fiscal Years Ended June 30, 2024 and 2023 Year Ended June 30, 2024 Year Ended June 30, 2023 US$ US$ Net cash provided by operating activities 3,040,538 11,803,407 Net cash used in investing activities (7,437,605 ) (4,316,073 ) Net cash provided by (used in) financing activities 7,789,352 (3,177,995 ) Net increase in cash 3,392,285 4,309,339 Cash at beginning of year 6,558,099 2,248,760 Cash and restricted cash at end of year 9,950,384 6,558,099 We had a balance of cash and restricted cash of $10.0 million as of June 30, 2024, compared with a balance of $6.6 million as of June 30, 2023.
  • During the fiscal years ended June 30, 2024 and 2023, we mainly derived our cash inflow from operating activities.
  • Operating Activities Net cash provided by operating activities was $3.0 million for the fiscal year ended June 30, 2024, compared to net cash provided in operating activities of $11.8 million for the fiscal year ended June 30, 2023, representing a $8.8 million decrease in the net cash inflow provided by operating activities.
  • The decrease was primarily due to the following: (i) We had net income of $7.4 million for the fiscal year ended June 30, 2024.
  • For the fiscal year ended June 30, 2023, we had net income of $13.9 million, which led to a $6.5 million decrease in net cash inflow from operating activities.
  • (ii) Changes in accounts receivable and other receivables were $8.2 million cash outflow for the fiscal year ended June 30, 2024.
  • For the fiscal year ended June 30, 2023, changes in accounts receivable and other receivables were $8.5 million cash outflow, which led to a $0.3 million decrease in net cash outflow from operating activities.
  • (iii) Changes in accounts payable and accrued liabilities used $0.7 million net cash outflow for the fiscal year ended June 30, 2024.
  • For the fiscal year ended June 30, 2023, changes in accounts payable and accrued liabilities provided net cash inflow of $2.5 million, which led to a $3.2 million increase in net cash outflow from operating activities.
  • (iv) Changes in tax payable provided $2.6 million net cash outflow for the fiscal year ended June 30, 2024.
  • For the fiscal year ended June 30, 2023, changes in tax payable provided net cash inflow of $2.3 million, which led to a $4.9 million decreased in net cash inflow from operating activities.
  • (v) Changes in non-cash items provided $8.1 million net cash inflow for the fiscal year ended June 30, 2024.
  • For the fiscal year ended June 30, 2023, changes in non-cash items provided net cash inflow of $2.8 million, which led to a $5.3 million increase in net cash inflow from operating activities.
  • Investing Activities Net cash used in investing activities was $7.4 million for the fiscal year ended June 30, 2024, primarily attributable to $5.2 million cash used for the purchase of property and equipment, and $2.2 million used for loans extended to others.

and 144 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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