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2024-06-13
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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
June
13, 2024
Date
of Report (Date of earliest event reported)
Armlogi
Holding Corp.
(Exact
Name of Registrant as Specified in its Charter)
Nevada |
|
001-42099 |
|
92-0483179 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
6201 Fairview Road, Suite 225
Charlotte,
North Carolina |
|
28210 |
(Address of
Principal Executive Offices) |
|
(Zip Code) |
(888)
691-2911
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
BTOC |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On
June 13, 2024, the Company issued a press release to announce its financial results for the three-month and nine-month periods ended
March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June
13, 2024
|
Armlogi Holding Corp. |
|
|
|
By: |
/s/ Aidy Chou |
|
Name: |
Aidy Chou |
|
Title: |
Chief Executive Officer |
2
Exhibit
99.1
Armlogi
Reports Revenue Growth for the Nine Months Ended March 31, 2024
Conference
Call and Webcast on Thursday, June 13 at 1:30 PM Pacific Time
WALNUT,
CA, June 13, 2024 - Armlogi Holding Corp. (“Armlogi” or the “Company”) (Nasdaq: BTOC), a U.S.-based warehousing
and logistics service provider that offers a comprehensive package of supply-chain solutions related to warehouse management and order
fulfillment, today provided a business update, and reported financial results for the three-month and nine-month periods ended March
31, 2024.
Financial
Results for the Three Months Ending March 31, 2024:
| ● | Total
revenue for the three months ended March 31, 2024, was $38.4 million, up 28% from $30.1 million
in the same period in 2023. |
| o | Our
Transportation Services segment reported revenue of $25.0 million, an increase of 18.2% from
$21.2 million in the same period in 2023. The increase was driven by the rapid expansion
of our business in 2023, as we expanded our warehouse operational capacities in California
and New Jersey. This segment comprises reselling third-party carrier services to our customers. |
| o | Our
Warehousing Services segment generated $13.4 million, a 50.5% increase from $8.9 million
over the same period in 2023. This growth was driven by the growth in our transportation
services. This segment comprises inventory management and storage offerings. |
| o | Our
Other Services segment generated revenue of $0.04 million compared to $0.08 million in the
same period in 2023. This segment is primarily comprised of customs brokerage services. |
| ● | Our
net income was $0.7 million and $2.2 million for the three months ended March 31, 2024 and
2023, respectively. |
Financial
Results for the Nine Months Ending March 31, 2024:
| ● | Total
revenue for the nine months ended March 31, 2024, were $121.7 million, up 39.9% from $87.0
million in the same period in 2023. |
| o | Our
Transportation Services segment reported revenue of $84.7 million, an increase of 36.6% from
$62.0 million in the same period in 2023. The increase was driven by the rapid expansion
of our business in 2023, as we expanded our warehouse operational capacities in California
and New Jersey. |
| o | Our
Warehousing Services segment generated $36.6 million, a 49.2% increase from $24.5 million
over the same period in 2023. This increase was driven by the significant growth in our transportation
services. |
| o | Our
Other Services segment generated revenue of $0.4 million, which was in line with those in
the same period in 2023. |
| ● | Our
net income was $7.2 million and $9.0 million for the nine months ended March 31, 2024 and
2023, respectively. |
Operational
Highlights
| ● | In
May, we closed our initial public offering of 1,600,000 shares of common stock at a public
offering price of $5.00 per share to the public for a total of $8,000,000 of gross proceeds
to the Company before deducting underwriting discounts and offering expenses. Net proceeds
from the offering will allow us to expand our warehouse network and develop warehousing and
logistics services, international ocean freight services, and port trucking services. |
| ● | In
May, we signed a lease for a new 733,200-square-foot warehouse located near the Port of Savannah
in Georgia. We expect that this new warehouse will significantly enhance our capacity to
serve our clients more efficiently and quickly. |
| ● | In
June, we became an authorized warehouse provider for sellers on the Temu marketplace. Armlogi
will offer Temu sellers streamlined access to its warehousing facilities and tailored logistics
services to provide fast order fulfillment and improved inventory management through this
collaboration. This collaboration with a major e-commerce platform is expected to expand
our capabilities to serve more e-commerce sellers. |
| ● | In
June, we announced a strategic partnership with Massimo Group (Nasdaq: MAMO) to provide streamlined
warehousing and logistics services for the assembly and distribution of vehicles, aiming
to meet the rising market demand across key U.S. regions. |
Management
Commentary
Aidy
Chou, Chairman and Chief Executive Officer of Armlogi, commented, “At Armlogi, we offer a one-stop shop for warehousing and logistics
services supported by advanced technology and specialized equipment which help us ensure that every package delivered exceeds the expectations
of our customers and partners worldwide.”
“We
are pleased with our revenue growth trajectory compared to a year ago, highlighted by our expanded warehouse operational capacities and
the growth in our transportation services. Our quality warehousing and logistics services, coupled with our reasonable service and delivery
fees and advanced warehouse and order management technology, pave the way for our continued business growth in the $2 trillion global
cross-border e-commerce industry.”
“I
extend my heartfelt gratitude to our team, partners, and shareholders for their steadfast support as we continue to grow and strengthen
our position in the logistics industry.”
Conference
Call & Audio Webcast
Armlogi’s
management team will hold an earnings conference call at 1:30 PM Pacific Time (4:30 PM Eastern Time) on Thursday, June 13, 2024, to discuss
the Company’s financial results and provide an overview of the Company’s operations. Aidy Chou, Chairman and Chief Executive
Officer, and Ian Zhou, Chief Financial Officer, will lead the conference call with other company executives available to answer questions.
To
access the call by phone, please dial 1-800-579-2543 (international callers, please dial 1-785-424-1789) approximately 10 minutes before
the start of the call. Refer to conference ID: ARMLOGI. **NOTE: THIS CONFERENCE ID WILL BE REQUIRED FOR ENTRY
A
live audio conference call webcast will be available online at https://viavid.webcasts.com/starthere.jsp?ei=1675610&tp_key=7cdba4f6ed.
About
Armlogi Holding Corp.
Armlogi
Holding Corp., based in Walnut, CA, is a fast-growing U.S.-based warehousing and logistics service provider that offers a comprehensive
package of supply-chain solutions relating to warehouse management and order fulfillment. The Company caters to cross-border e-commerce
merchants looking to establish overseas warehouses in the U.S. market. With eleven warehouses covering over two million square feet,
the Company offers comprehensive one-stop warehousing and logistics services. The Company’s warehouses are equipped with facilities
and technology for handling and storing large and bulky items. For more information, please visit www.armlogi.com.
Forward-Looking
Statements
This
press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking
statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which
we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance,
including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities.
You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such
as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,”
“intends,” “believes,” “plans,” “projected,” “predicts,” “potential,”
or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider
various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing
market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially
from any forward-looking statement. Forward-looking statements are only predictions. We are not obligated to publicly update or revise
any forward-looking statement, whether as a result of uncertainties and assumptions. The forward-looking events discussed in this press
release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties, and assumptions about us.
Contact
Information:
Company
Contact:
info@armlogi.com
Investor
Relations Contact:
Matthew Abenante,
IRC
President
Strategic
Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com
***
tables follow ***
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2024 (UNAUDITED) AND JUNE 30, 2023
(US$, except share data, or otherwise noted)
| |
March
31, 2024 | | |
June 30,
2023 | |
| |
US$ | | |
US$ | |
| |
Unaudited | | |
Audited | |
Assets | |
| | |
| |
Current Assets | |
| | |
| |
Cash | |
| 3,985,003 | | |
| 6,558,099 | |
Restricted
cash | |
| 2,061,673 | | |
| — | |
Accounts
receivable and other receivable, net | |
| 25,104,670 | | |
| 17,396,421 | |
Other
current assets | |
| 2,019,166 | | |
| 1,642,346 | |
Deferred
share issuance costs | |
| 1,942,943 | | |
| 1,304,712 | |
Prepaid
expenses | |
| 1,222,050 | | |
| 796,904 | |
Loan
receivable | |
| 4,135,179 | | |
| 2,449,956 | |
Total
current assets | |
| 40,470,684 | | |
| 30,148,438 | |
Non-current
assets | |
| | | |
| | |
Due
from related parties | |
| — | | |
| 511,353 | |
Property
and equipment, net | |
| 10,254,072 | | |
| 7,629,117 | |
Intangible
assets, net | |
| 101,538 | | |
| 128,027 | |
Right-of-use
assets – operating leases | |
| 119,515,548 | | |
| 49,659,047 | |
Right-of-use
assets – finance leases | |
| 348,229 | | |
| 478,984 | |
Total
assets | |
| 170,690,071 | | |
| 88,554,966 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Current
liabilities | |
| | | |
| | |
Accounts
payable and accrued liabilities | |
| 6,822,919 | | |
| 8,470,166 | |
Income
taxes payable | |
| 4,562,098 | | |
| 2,654,695 | |
Due
to related parties | |
| 350,209 | | |
| 351,909 | |
Accrued
payroll liabilities | |
| 463,162 | | |
| 263,356 | |
Operating
lease liabilities – current | |
| 23,890,833 | | |
| 12,111,309 | |
Finance
lease liabilities – current | |
| 170,531 | | |
| 198,448 | |
Customer
deposits | |
| 236,257 | | |
| 424,182 | |
Total
current liabilities | |
| 36,496,009 | | |
| 24,474,065 | |
Non-current
liabilities | |
| | | |
| | |
Operating
lease liabilities – non-current | |
| 99,268,652 | | |
| 37,741,370 | |
Finance
lease liabilities – non-current | |
| 193,238 | | |
| 290,795 | |
Deferred
income tax liabilities | |
| 1,470,581 | | |
| 735,122 | |
Total
liabilities | |
| 137,428,480 | | |
| 63,241,352 | |
| |
| | | |
| | |
Commitments
and contingencies | |
| | | |
| | |
Stockholders’
equity | |
| | | |
| | |
Common stock, US$0.00001
par value, 100,000,000 shares authorized, 40,000,000 issued and outstanding as of March 31, 2024 and June 30, 2023, respectively | |
| 400 | | |
| 400 | |
Additional
paid-in capital | |
| 9,751,163 | | |
| 8,985,007 | |
Retained
earnings | |
| 23,510,028 | | |
| 16,328,207 | |
Total
stockholders’ equity | |
| 33,261,591 | | |
| 25,313,614 | |
Total
liabilities and stockholders’ equity | |
| 170,690,071 | | |
| 88,554,966 | |
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)
(US$, except share data, or otherwise noted)
| |
Three Months
Ended March 31, 2024 | | |
Three Months
Ended March 31, 2023 | | |
Nine Months
Ended March 31, 2024 | | |
Nine Months
Ended March 31, 2023 | |
| |
US$ | | |
US$ | | |
US$ | | |
US$ | |
| |
Unaudited | | |
Unaudited | | |
Unaudited | | |
Unaudited | |
Revenue | |
| 38,439,935 | | |
| 30,133,445 | | |
| 121,689,863 | | |
| 86,961,574 | |
Costs
of sales | |
| 35,115,736 | | |
| 23,855,350 | | |
| 105,461,383 | | |
| 67,959,387 | |
Gross
profit | |
| 3,324,199 | | |
| 6,278,095 | | |
| 16,228,480 | | |
| 19,002,187 | |
| |
| | | |
| | | |
| | | |
| | |
Operating
costs and expenses: | |
| | | |
| | | |
| | | |
| | |
General
and administrative | |
| 3,269,493 | | |
| 3,051,137 | | |
| 8,097,196 | | |
| 6,974,146 | |
Total
operating costs and expenses | |
| 3,269,493 | | |
| 3,051,137 | | |
| 8,097,196 | | |
| 6,974,146 | |
| |
| | | |
| | | |
| | | |
| | |
Income
from operations | |
| 54,706 | | |
| 3,226,958 | | |
| 8,131,284 | | |
| 12,028,041 | |
| |
| | | |
| | | |
| | | |
| | |
Other
(income) expenses: | |
| | | |
| | | |
| | | |
| | |
Other
income | |
| (914,419 | ) | |
| (293,016 | ) | |
| (1,902,813 | ) | |
| (954,447 | ) |
Finance
costs | |
| 11,041 | | |
| 15,650 | | |
| 37,779 | | |
| 45,885 | |
Total
other (income) expenses | |
| (903,378 | ) | |
| (277,366 | ) | |
| (1,865,034 | ) | |
| (908,562 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income
before provision for income taxes | |
| 958,084 | | |
| 3,504,324 | | |
| 9,996,318 | | |
| 12,936,603 | |
| |
| | | |
| | | |
| | | |
| | |
Current
income tax expense | |
| 200,612 | | |
| 1,335,189 | | |
| 2,079,038 | | |
| 3,495,908 | |
Deferred
income tax expense | |
| 75,252 | | |
| (9,972 | ) | |
| 735,459 | | |
| 480,002 | |
Total
income tax expenses | |
| 275,864 | | |
| 1,325,217 | | |
| 2,814,497 | | |
| 3,975,910 | |
Net
income | |
| 682,220 | | |
| 2,179,107 | | |
| 7,181,821 | | |
| 8,960,693 | |
Total
comprehensive income | |
| 682,220 | | |
| 2,179,107 | | |
| 7,181,821 | | |
| 8,960,693 | |
| |
| | | |
| | | |
| | | |
| | |
Basic &
diluted net earnings per share | |
| 0.02 | | |
| 0.05 | | |
| 0.18 | | |
| 0.22 | |
Weighted
average number of shares of common stock-basic and diluted | |
| 40,000,000 | | |
| 40,000,000 | | |
| 40,000,000 | | |
| 40,000,000 | |
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)
(US$, except share data, or otherwise noted)
| |
For The
Nine Months Ended March 31, 2024 | | |
For The
Nine Months Ended March 31, 2023 | |
| |
US$ | | |
US$ | |
| |
Unaudited | | |
Unaudited | |
Cash Flows from Operating Activities: | |
| | |
| |
Net
income | |
| 7,181,821 | | |
| 8,960,693 | |
Adjustments
for items not affecting cash: | |
| | | |
| | |
Net
loss from disposal of fixed assets | |
| 6,895 | | |
| — | |
Depreciation
of property and equipment and right-of-use financial assets | |
| 1,444,441 | | |
| 918,112 | |
Amortization | |
| 26,488 | | |
| 22,088 | |
Non-cash
operating leases expense | |
| 3,450,304 | | |
| 266,280 | |
Current
estimated credit loss | |
| (22,827 | ) | |
| — | |
Accretion
of finance lease liabilities | |
| 37,779 | | |
| 45,885 | |
Deferred
income taxes | |
| 735,459 | | |
| 480,002 | |
Interest
income | |
| (87,923 | ) | |
| (5,609 | ) |
Changes
in operating assets and liabilities | |
| | | |
| | |
Accounts
receivable and other receivables | |
| (7,685,423 | ) | |
| (2,553,582 | ) |
Other
current assets | |
| (376,820 | ) | |
| (1,092,348 | ) |
Prepaid
expenses | |
| (425,146 | ) | |
| (318,266 | ) |
Accounts
payable & accrued liabilities | |
| (2,212,137 | ) | |
| 571,336 | |
Customer
deposits | |
| (187,925 | ) | |
| — | |
Income
tax payable | |
| 1,907,403 | | |
| 2,852,182 | |
Accrued
payroll liabilities | |
| 199,806 | | |
| 326,673 | |
Net
cash provided from operating activities | |
| 3,992,195 | | |
| 10,473,446 | |
| |
| | | |
| | |
Cash
Flows from Investing Activities: | |
| | | |
| | |
Purchase
of property and equipment | |
| (3,080,643 | ) | |
| (1,789,248 | ) |
Purchase
of intangible assets | |
| — | | |
| (51,464 | ) |
Loan
receivable | |
| (1,600,000 | ) | |
| (2,425,000 | ) |
Net
cash used in investing activities | |
| (4,680,643 | ) | |
| (4,265,712 | ) |
| |
| | | |
| | |
Cash
Flows from Financing Activities: | |
| | | |
| | |
Net
proceeds received from (repaid to) related parties | |
| 1,000 | | |
| (2,503,233 | ) |
Proceeds
(lend to) from related parties | |
| 511,353 | | |
| (512,314 | ) |
Repayments
of finance lease liabilities | |
| (163,253 | ) | |
| (153,561 | ) |
Deferred
issuance costs for initial public offering | |
| (638,231 | ) | |
| (205,000 | ) |
Capital
contributions from stockholders | |
| 466,156 | | |
| 350,000 | |
Net
cash provided by (used in) financing activities | |
| 177,025 | | |
| (3,024,108 | ) |
| |
| | | |
| | |
Net increase
in cash, cash equivalents and restricted cash | |
| (511,423 | ) | |
| 3,183,626 | |
Cash
and cash equivalents, beginning of year | |
| 6,558,099 | | |
| 2,248,760 | |
Cash
and restricted cash, end of nine months period | |
| 6,046,676 | | |
| 5,432,386 | |
| |
| | | |
| | |
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS INFORMATION: | |
| | | |
| | |
Income
taxes paid | |
| (171,635 | ) | |
| (643,726 | ) |
NON-CASH
TRANSACTIONS: | |
| | | |
| | |
Right-of-use
assets acquired in exchange for operating lease liabilities | |
| 81,927,507 | | |
| 6,900,346 | |
IPO
expenses paid by stockholders | |
| 300,000 | | |
| 350,000 | |
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