Armlogi Holding Corp.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
BTOC$1.83-2.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001213900-25-043404
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001213900-25-109999
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 52 current paragraphs.
24 unchanged; 22 reworded; 5 added; 15 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 20 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Our overall gross loss margin improved from (8.5%) for the three months ended September 30, 2024 to (5.0%) for the same period in 2025, primarily due to expanded shipping options and lowered shipping costs. Working with several different third-party FedEx vendors has allowed us to provide competitive shipping prices across a wider range of shipment sizes and weights compared to working only with FedEx directly. Although revenue increased by $7.0 million during this period, the Company was unable to generate profit from warehouse-related expenditures.
Current report
Our general and administrative expenses increased by $0.5 million, from $3.7 million for the three months ended September 30, 2024 to $4.2 million for the same period in 2025, representing an increase of 14.9%. The increase was due to the following factors:
Current report
Net loss
Current report
Going Concern
Current report
These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $6.5 million during the three months ended September 30, 2025 and as of that date, had a net current liability of $11.1 million. Without additional financing, the Company may not be able to fund its ongoing operations. The Company is expanding its service offerings to new customers, optimizing warehouse utilization, and developing higher-margin logistics solutions to improve profitability and cash generation. Management is executing a cost optimization plan, including delaying certain non-essential capital expenditures, reducing third-party service costs, and improving operational efficiency across warehouse operations to preserve cash flow. In addition, the Company is in discussions with several financial institutions and investors to secure additional credit facilities and other forms of financing to strengthen working capital. There is no assurance that the Company will be able to obtain financings or obtain them on favorable terms. These uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations. These financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
Removed paragraphs (15)
Previous report
Our revenue increased by $17.8 million, or 14.6%, to $139.5 million during the nine months ended March 31, 2025, compared to $121.7 million for the same period in 2024. The increase was due to the following factors:
Previous report
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 $36.9 million, or 35.0%, during the nine months ended March 31, 2025, compared with the same period in 2024. The increase was driven by two main factors.First, there was a rise in freight expenses due to higher UPS shipping charges.Second, lease expenses, employee salary and benefits, and temporary labor costs increased as we expanded our warehouse and operations team to support growth.
Previous report
Our freight expenses, lease expenses (primarily warehouse operating lease expenses), temporary labor, salary benefits, and warehouse expenses increased significantly by $2.5 million, $2.8 million, $2.9 million, $0.8 million, and $0.7 million, respectively, during the three months ended March 31, 2025, compared to the same period in 2024. The increases in lease expenses were due to the additional operating leases acquired in the last and current fiscal quarter. The increases in freight expenses were due to the increase in UPS expenses. The increases in salary and benefits were due to the expansion of the warehouse operations.
Previous report
Our overall gross profit margin decreased from 8.6% for the three months ended March 31, 2024 to 0.6% for the same period in 2025, primarily due to the increase in lease expenses, temporary labor expense for new warehouses, and UPS expenses.
Previous report
Our freight expenses, lease expenses (primarily warehouse operating lease expenses), temporary labor expenses, salary and benefits, and warehouse expenses increased significantly by $14.0 million, $7.6 million, $8.6 million, $2.4 million and $2.6 million, respectively, during the nine months ended March 31, 2025 compared to the same period in 2024. The increases in lease expenses were due to the additional operating leases acquired in the last and current fiscal quarter. The increases in freight expenses were due to the increase in UPS expense. The increases in temporary labor expenses, warehouse expenses, and salary and benefits were due to the expansion of the warehouse operations.
Previous report
Our overall gross profit (loss) margin decreased from 13.3% for the for the nine months ended March 31, 2025 to (2.0%) for the same period in 2025, primarily due to the increase in lease expenses, temporary labor expense for new warehouses, and UPS expenses.
Previous report
Our general and administrative expenses increased by $1.2 million, or 36.8%, from $3.3 million for the three months ended March 31, 2025 to $4.5 million for the same period in 2025. The increase was mainly due to the following factor:
Previous report
Our general and administrative expenses increased by $2.7 million, or 33%, from $8.1 million for the nine months ended March 31, 2025 to $10.8 million for the same period in 2025. The increase was mainly due to the following factors:
Previous report
Our income tax expense decreased by $4.3 million for the nine months ended March 31, 2025, compared to the same period in 2024, mainly due to the decrease in profit before tax by $21.3 million during the nine months ended March 31, 2025.
Previous report
Net income (loss)
Previous report
Our net (loss) income for the nine months ended March 31, 2025 was $(10.1) million, compared with the net income of $7.2 million for the same period in 2024, representing a decrease by $17.3 million.
Previous report
For the nine months ended March 31, 2025, we had net cash provided from financing activities of $6.6 million, which was primarily attributable to the net effects of: (i) $0.4 million repayment to related parties; (ii) $8.1 million of net proceeds from the Pre-Paid Advance under the SEPA, (iii) $0.9 million repayment of SEPA, (iv) $0.1 million repayment of finance lease liabilities, and (v) $0.2 million repayment of commitment fee payable.
Previous report
Property and equipment are recorded at cost, less accumulated depreciation and impairment. The estimation of useful lives impacts the level of annual depreciation expenses recorded and the estimation is a matter of judgment based on the experience of our Company and general industry practice with similar assets. The estimated annual deprecation rates of our property and equipment are generally as follows:
Previous report
As of March 31, 2025 and June 30, 2024, the historical cost of property and equipment was $17,259,298 and $14,773,842, respectively.
Previous report
We recorded depreciation expenses of $1,874,681 and $1,313,684 during nine months ended March 31, 2025 and 2024, respectively. Specifically, $1,717,363 and $1,091,795 of the depreciation expenses were recorded in costs of sales for the nine months ended March 31, 2025 and 2024, respectively, $157,318 and $221,889 of the depreciation expenses were recorded in general and administrative expenses for the nine months ended March 31, 2025 and 2024, respectively.
Reworded paragraphs (22)
Previous wording
This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-42099) (the “Annual Report”), which was filed with the SEC on September 26, 2024.
Current wording
This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth under “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-42099) for the fiscal year ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 25, 2025 (the “Annual Report”).
Previous wording
We provide one-stop warehousing and logistics services to cross-border e-commerce merchants outside the U.S. who seek to sell in the U.S. market. We currently operate ten warehouses across the country, with an aggregate gross floor area of approximately 3,925,020 square feet. Aside from a nationwide footprint and large storage space, our warehouses are equipped with automated sorting systems, heavy-duty forklifts, and pallets and trays that are suitable for processing bulky items. As a one-stop warehousing and logistics service provider, we offer a full spectrum of services, including (i) customs brokerage services; (ii) transportation of merchandise to U.S. warehouses; and (iii) warehouse management and order fulfillment services, which further include (a) product storage and retrieval, (b) product packing and labeling, (c) kitting and repackaging, (d) order assembly and load consolidation, (e) inventory management and sales forecasting, (f) third-party distribution coordination, and (g) other value-added services. We also provide warehousing and logistics services to our U.S.-based commercial customers, who are typically domestic e-commerce merchants seeking efficient and reliable warehousing and logistics solutions to support their operations. In general, the warehousing and logistics services we provide to our domestic customers are similar to those we provide to our overseas customers. This allows us to provide integrated solutions for our customers, whether they need domestic or international warehousing and logistics support. As of March 31, 2025 and June 30, 2024 and 2023, we had an active customer base of 395, 105, and 83, respectively, for our warehousing and logistics services.
Current wording
We provide one-stop warehousing and logistics services to cross-border e-commerce merchants outside the U.S. who seek to sell in the U.S. market. We currently operate ten warehouses across the country, with an aggregate gross floor area of approximately 3,905,020 square feet. Aside from a nationwide footprint and large storage space, our warehouses are equipped with automated sorting systems, heavy-duty forklifts, and pallets and trays that are suitable for processing bulky items. As a one-stop warehousing and logistics service provider, we offer a full spectrum of services, including (i) customs brokerage services; (ii) transportation of merchandise to U.S. warehouses; and (iii) warehouse management and order fulfillment services, which further include (a) product storage and retrieval, (b) product packing and labeling, (c) kitting and repackaging, (d) order assembly and load consolidation, (e) inventory management and sales forecasting, (f) third-party distribution coordination, and (g) other value-added services. We also provide warehousing and logistics services to our U.S.-based commercial customers, who are typically domestic e-commerce merchants seeking efficient and reliable warehousing and logistics solutions to support their operations. In general, the warehousing and logistics services we provide to our domestic customers are similar to those we provide to our overseas customers. This allows us to provide integrated solutions for our customers, whether they need domestic or international warehousing and logistics support. As of September 30, 2025 and June 30, 2025, we had an active customer base of 607, and 505, respectively, for our warehousing and logistics services.
Previous wording
For the nine months ended March 31, 2025 and 2024, we had total revenue of $139.5 million and $121.7 million, and net loss of $10.1 million and net income of $7.2 million, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant portion of our revenue from customers based in China. During the nine months ended March 31, 2025 and 2024, we generated approximately 87.0% and 94.2% of our revenue from PRC-based customers, respectively.
Current wording
For the three months ended September 30, 2025 and 2024, we had total revenue of $49.5 million and $42.5 million, and net loss of $6.5 million and $4.6 million, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant portion of our revenue from customers based in China. During the three months ended September 30, 2025 and 2024, we generated approximately 83% and 85% of our revenue from PRC-based customers, respectively.
Previous wording
The following table outlines our consolidated statements of operations for the three and nine months ended March 31, 2025 and 2024:
Current wording
The following table outlines our consolidated statements of operations for the three months ended September 30, 2025 and 2024:
Previous wording
Revenue, costs of sales, and gross profit margin
Current wording
Revenue, costs of services, and gross profit margin
Previous wording
The following table sets forth our revenue for the three and nine months ended March 31, 2025 and 2024:
Current wording
The following table sets forth our revenue for the three months ended September 30, 2025 and 2024:
Previous wording
Our revenue increased by $7.4 million, or 19.3%, to $45.8 million during the three months ended March 31, 2025, compared to $38.4 million for the same period in 2024. The increase was due to the following factors:
Current wording
Our revenue increased by $7.0 million, or 16.5%, to $49.5 million during the three months ended September 30, 2025, compared to $42.5 million for the same period in 2024. The increase was due to the following factors:
Previous wording
The following table sets forth a breakdown of our costs of sales for the three months and nine months ended March 31, 2025 and 2024:
Current wording
The following table sets forth a breakdown of our costs of services for the three months ended September 30, 2025 and 2024:
Previous wording
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 $10.5 million, or 30.0%, during the three months ended March 31, 2025, compared with the same period in 2024. The increase was driven by two main factors.First, there was a rise in freight expenses due to higher UPS shipping charges.Second, lease expenses, employee salary and benefits, and temporary labor costs increased as we expanded our warehouse and operations team to support growth.
Current wording
Our costs of services 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 services increased by $5.9 million, or 12.7%, during the three months ended September 30, 2025, compared with the same period in 2024. The increase was primarily driven by the following two factors:
Previous wording
Our operating expenses consist primarily of general and administrative expenses. The following table sets forth a breakdown of our general and administrative expenses for the three and nine months ended March 31, 2025 and 2024:
Current wording
Our operating expenses consist primarily of general and administrative expenses. The following table sets forth a breakdown of our general and administrative expenses for the three months ended September 30, 2025 and 2024:
Previous wording
Our income tax expense decreased by $0.3 million for the three months ended March 31, 2025, compared to the same period in 2024, mainly due to the decrease in profit before tax by $4.4 million during the three months ended March 31, 2025.
Current wording
Our income tax recovery decreased by $1.4 million for the three months ended September 30, 2025 compared to the same period in 2024, mainly due to the non-recurring reversal of previously recognized deferred tax liabilities during the three months ended September 30, 2024.
Previous wording
As a result of the foregoing, our net (loss) income for the three months ended March 31, 2025 was $(3.8) million, compared with the net income of $0.7 million for the same period in 2024, representing a decrease by $4.4 million.
Current wording
As a result of the foregoing, our net loss for the three months ended September 30, 2025 was $6.5 million, compared with $4.6 million for the same period in 2024, representing an increase in net loss by $1.9 million.
Previous wording
In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of the date of this Quarterly Report, we have financed our operations primarily through cash generated by operating activities and proceeds from the Convertible Note. As of March 31, 2025 and June 30, 2024, we had cash and restricted cash of $9.4 million and $10.0 million, respectively, which primarily consisted of cash deposited in banks.
Current wording
In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of the date of this Quarterly Report, we have financed our operations primarily through cash generated by operating activities and capital contributions from stockholders. As of September 30, 2025 and June 30, 2025, we had cash and cash equivalents and restricted cash of $10.8 million and $13.6 million, respectively, which primarily consisted of cash deposited in banks.
Previous wording
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 financing activities. On November 25, 2024, we entered into the SEPA with the Investor, pursuant to which we have the right to sell to the Investor up to $50.0 million of our common stock. We believe that our current cash and cash generated from our financing activities will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in our business conditions or other developments.
Current wording
Our working capital requirements mainly consist of costs of services and general and administrative expenses. We expect that our capital requirements will be met by cash generated from our operating activities and financing activities. 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. We may, however, need additional cash resources in the future if we experience changes in our business conditions or other developments.
Previous wording
Cash Flows for the Nine Months Ended March 31, 2025 and 2024
Current wording
Cash Flows for the three months Ended September 30, 2025 and 2024
Previous wording
We had a balance of cash and restricted cash of $9.4 million as of March 31, 2025, compared with a balance of $10.0 million as of June 30, 2024. During the nine months ended March 31, 2025, changes in our cashflow were mainly due to the following activities:
Current wording
We had a balance of cash and cash equivalents and restricted cash of $10.8 million as of September 30, 2025, compared with a balance of $13.6 million as of June 30, 2025. During the three months ended September 30, 2025, changes in our cashflow were mainly due to the following activities:
Previous wording
Net cash used in operating activities was $5.6 million for the nine months ended March 31, 2025, compared to net cash provided by operating activities of $4.0 million for the same period in 2024, representing a $9.6 million decrease in the net cash inflow provided by operating activities. The decrease was primarily due to the following:
Current wording
Net cash used in operating activities was $1.9 million for the three months ended September 30, 2025, compared to net cash used in operating activities of $3.6 million for the same period in 2024, representing a $1.7 million increase in the net cash inflow from operating activities. The increase was primarily due to the following:
Previous wording
For the nine months ended March 31, 2024, net cash used in investing activities was $4.7 million, primarily attributable to $3.1 million cash used for the purchase of property and equipment and $1.6 million used for loans extended to others.
Current wording
Net cash provided by investing activities was $1.3 million for the three months ended September 30, 2025, primarily attributable to $0.06 million cash used for the purchase of property and equipment, $2.4 million cash used for loans extended to others, and $3.7 million proceeds received from loan repayments.
Previous wording
Net cash used in investing activities was $1.5 million for the nine months ended March 31, 2025, primarily attributable to $2.6 million cash used for the purchase of property and equipment, $1.0 million cash used for loans extended to others, and $2.0 million proceeds received from loan repayments.
Current wording
For the three months ended September 30, 2024, net cash used in investing activities was $1.3 million, primarily attributable to $1.4 million cash used for the purchase of property and equipment, $1.0 million cash used for loans extended to others, and $1.0 million proceeds received from loan repayments.
Previous wording
For the nine months ended March 31, 2024, we had net cash provided by financing activities of $0.2 million, which was primarily attributable to the net effects of: (i) $0.5 million collected from related parties for the repayment of loans we previously advanced to them; (ii) $0.6 million used for expenses relating to the initial public offering; (iii) $0.1 million used to repay finance lease liabilities; and (iv) $0.5 million in capital contributions from stockholders.
Current wording
For the three months ended September 30, 2025, we had net cash used in financing activities of $2.1 million, which was primarily attributable to the $0.1 million used to repay finance lease liabilities and $2.02 million used to repay convertible notes.
Previous wording
Other than the standby letters of credit with Eastwest Bank in the aggregate amount of $3,779,572, we did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of March 31, 2025, we still have unused credit of $3,779,572 with Eastwest Bank.
Current wording
Other than two standby letters of credit with Eastwest Bank in the aggregate amount of $4,391,165, we did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of September 30, 2025, we still have an unused line of credit of $4,391,165 with Eastwest Bank.
Previous wording
Despite that management determines that there are no critical accounting estimates, the one that requires relatively significant estimates relates to useful lives of property and equipment.
Current wording
Despite that management determines that there are no critical accounting estimates, the one that requires relatively significant estimates relates to useful lives of property and equipment, allowance for credit losses for accounts receivable and other receivables, and loan receivables.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended September 30, 2024, we had net cash used in financing activities of $0.04 million, which was primarily attributable to the net effects of $0.04 million used to repay finance lease liabilities.