Armlogi Holding Corp. — FY2026 Form 10-K Summary
Business context and reporting period
For the fiscal year ended June 30, 2026, Armlogi provided U.S. warehousing, fulfillment, transportation coordination, and customs brokerage services, primarily to cross-border e-commerce merchants. It operated 11 leased U.S. warehouses totaling approximately 3.82 million square feet and reported 525 active customers, versus 505 a year earlier. The company reported that 78% of revenue came from PRC-based customers. Its shares trade as BTOC on the Nasdaq Capital Market.
Financial performance and liquidity
| Metric | FY2026 | FY2025 |
|---|---|---|
| Revenue | $185.8 million | $190.4 million |
| Gross profit (loss) | $0.4 million | ($3.0 million) |
| Gross margin | 0.2% | (1.6%) |
| Operating loss | ($21.5 million) | ($17.7 million) |
| Net loss | ($20.9 million) | ($15.3 million) |
| Basic and diluted loss per share | ($0.47) | ($0.37) |
| Net cash from (used in) operations | ($5.1 million) | $1.5 million |
| Cash and restricted cash at year-end | $6.5 million | $13.6 million |
Revenue declined 2.4%. Transportation revenue fell 14.5% to $108.6 million as customers shifted shipments to platform fulfillment or arranged their own delivery. Warehousing revenue rose 21.9% to $77.1 million, reflecting expansion in Texas, Illinois, and California and growth in Temu and TikTok-related customer segments. Other services contributed $0.07 million.
Cost of services declined 4.1% to $185.4 million, and gross margin improved to slightly positive, largely due to lower freight expense. General and administrative expense rose 49.7% to $22.0 million, including higher warehouse occupancy costs and credit-loss expense. The filing reports a $1.4 million credit-loss expense; allowances included $1.27 million against accounts and other receivables and $0.45 million against loan receivables.
At June 30, 2026, current assets were $20.0 million and current liabilities were $45.6 million, producing negative working capital of $25.6 million. Cash and cash equivalents were $2.2 million; an additional $4.3 million was restricted as collateral for standby letters of credit. Convertible notes were fully settled by September 2025. Lease liabilities totaled $111.8 million, including $34.7 million current and $77.1 million non-current. The filing also reports $4.3 million of unused credit available with Eastwest Bank, alongside six standby letters of credit of the same aggregate amount.
The auditor issued an unqualified opinion on the financial statements but highlighted substantial doubt about the company’s ability to continue as a going concern. Management cited recurring losses, negative operating cash flow, negative working capital, and the need for additional financing. No assurance is given that financing will be available on acceptable terms.
Material changes versus the prior year
- Net loss widened by $5.5 million, while loss per share increased from $0.37 to $0.47.
- Operating cash flow changed from $1.5 million provided to $5.1 million used; total cash and restricted cash fell by $7.0 million.
- Transportation revenue decreased by $18.4 million, partially offset by a $13.9 million increase in warehousing revenue.
- G&A expense increased by $7.3 million, including a $6.2 million increase in rental expense and a $1.1 million increase in credit-loss expense.
- Three customers accounted for a substantial share of sales: the two largest represented 36.2% of FY2026 revenue, and the five largest represented 55.9%. The largest three receivable balances were 36.6% of total receivables at year-end.
- The company issued 3.19 million shares under the SEPA in September 2025 to settle the remaining convertible-note balance. Shares outstanding increased to 45.44 million at June 30, 2026, from 42.25 million a year earlier.
Outlook, risks, contingencies, and unusual items
No quantified revenue, earnings, or cash-flow guidance is provided. Management says it intends to improve warehouse utilization, pursue higher-margin solutions, optimize costs, defer certain nonessential capital expenditures, and seek equity or other financing. Potential investment in conveyor systems remains under evaluation, without a finalized plan.
- Going concern and funding: Management states that additional financing may be necessary to fund operations and that failure to obtain it could impair the company’s ability to continue as a going concern.
- Customer and geographic concentration: Dependence on PRC-based merchants exposes the business to U.S.–China trade policy, tariffs, PRC economic conditions, currency-transfer restrictions, and e-commerce platform actions. The two largest customers accounted for 36.2% of revenue.
- Operating leverage and lease commitments: The company leases its facilities; reported lease liabilities total $111.8 million. Warehouse underutilization and occupancy costs contributed to higher G&A.
- Third-party dependence: Ocean carriers and third-party providers, including FedEx and UPS, handle transportation and delivery. Disruptions, price increases, labor actions, or service failures may affect operations and margins.
- Nasdaq listing: The company received a minimum bid-price deficiency notice and had until November 2, 2026 to regain compliance. The filing says the board approved a 16-for-1 reverse stock split on September 21, 2026 as a possible remedial measure. It also describes a proposed Nasdaq minimum market-value rule whose implementation was stayed pending SEC review.
- Controls: Management concluded disclosure controls were not effective and identified a material weakness in formal policies and documentation for financial reporting controls. Remediation is ongoing; funding constraints have delayed formal documentation and third-party testing. The auditor did not attest to internal-control effectiveness.
- Other risks: Competition, seasonality, inflation, geopolitical and shipping-route disruption, cybersecurity incidents, inventory loss, and the ability to manage growth are cited as risks. Management reported no known cybersecurity incident with a material adverse effect and no material legal proceeding expected to adversely affect the company.
Important facts for investors to verify
- Whether the company secures sufficient financing to address negative working capital and the auditor’s substantial-doubt going-concern warning; confirm the availability and terms of any proposed funding.
- Progress on Nasdaq bid-price compliance by November 2, 2026, and the status, timing, and terms of the board-approved reverse split.
- Whether the company can sustain positive gross margins and operating cash flow as transportation revenue declines and warehouse capacity expands.
- Collection of receivables and loans, including the new credit-loss allowances and loans to customers, vendors, and other third parties.
- Customer concentration, PRC exposure, and the effects of trade and tariff developments on customers’ U.S.-bound activity.
- Remediation of the material weakness and effectiveness of financial-reporting controls; review the detailed financial statements and notes for lease commitments, restricted cash, and financing terms.