Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $497,832, driven by interest income of $629,947 from the trust account, offset by general and administrative expenses of $132,115 [96]. - For the nine months ended September 30, 2025, the company achieved a net income of $1,110,246, with interest income of $1,648,194 and general and administrative expenses of $537,948 [97]. IPO and Funding - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 units at $10.00 per unit [89]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses [100]. - As of September 30, 2025, the company had cash of $638,311 and working capital of $587,802, with cash provided by financing activities totaling $61,066,688 [99]. Business Operations and Future Plans - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the sponsor to fund operations [93]. - The company has until January 22, 2026, to complete its initial business combination, or it will face automatic winding up and liquidation [104]. - The company has incurred and expects to continue incurring significant costs to remain publicly traded and pursue a business combination [103]. Debt and Financing - As of September 30, 2025, the company has no long-term debt or capital lease obligations [106]. - The company has not entered into any off-balance sheet financing arrangements as of September 30, 2025 [105].

Financial Performance - Chemung Financial Corporation reported a net income of $2.5 million for the quarter, representing a 15% increase compared to the previous year[12]. - Net income for the three months ended September 30, 2025, was $7,792, a 36.3% increase compared to $5,720 for the same period in 2024[16]. - Earnings per share (EPS) for the quarter were reported at $0.75, a 12% increase compared to the same quarter last year[5]. - Basic and diluted earnings per share for Q3 2025 were $1.62, compared to $1.19 in Q3 2024, marking a 36.1% increase[16]. - Net income for the nine months ended September 30, 2025, was $7,363,000, a decrease from $17,757,000 in the same period of 2024[27]. - The net income for the core banking segment for the three months ended September 30, 2025, was $7,821, compared to $7,792 for the holding company and CFS, indicating a slight increase of 0.4%[133]. Assets and Liabilities - The total assets under management reached $1.2 billion, reflecting a growth of 10% year-over-year[11]. - The Corporation's total assets as of September 30, 2025, were $2,696,634, an increase from $2,663,118 in the previous quarter, representing a growth of approximately 1.3%[133]. - Total assets decreased to $2,696,634 thousand as of September 30, 2025, down from $2,776,147 thousand at December 31, 2024, representing a decline of approximately 2.9%[14]. - The total liabilities decreased to $2,451,326 thousand from $2,560,838 thousand, a reduction of about 4.3%[14]. - Total cash and cash equivalents at the end of the period were $107,646,000, an increase from $80,440,000 at the end of September 2024[27]. Income and Expenses - Non-interest income increased by 20% to $1.1 million, driven by higher fees from wealth management services[9]. - Total non-interest income was $6.1 million for the three months ended September 30, 2025, compared to $5.9 million for the same period in 2024, representing a year-over-year increase of approximately 3.4%[121]. - Total non-interest expenses for the three months ended September 30, 2025, were $17,645, compared to $15,174 in the previous quarter, reflecting an increase of approximately 16.3%[133]. - The Corporation reported net realized losses on securities available for sale of $17.5 million for the nine months ended September 30, 2025, with a tax effect of $(4.3) million, resulting in a net of tax amount of $13.2 million[119]. Credit Losses and Provisions - The allowance for credit losses (ACL) was reported at $500,000, indicating a decrease of 5% from the previous quarter[8]. - Provision for credit losses was $1,064 for the three months ended September 30, 2025, compared to $564 in the same period of 2024, indicating an increase in credit loss provisions[16]. - The allowance for credit losses increased to $23,645 thousand as of September 30, 2025, compared to $21,388 thousand at December 31, 2024, indicating a rise of about 10.6%[14]. - The total provision for credit losses for the nine months ended September 30, 2025, was $3.301 million, compared to a credit of $597 thousand for the same period in 2024[58]. Deposits and Loans - The total deposits increased by 8% to $950 million, reflecting strong customer retention and acquisition efforts[4]. - Total deposits decreased to $2,358,516 thousand, down 1.6% from $2,396,883 thousand as of December 31, 2024[14]. - The company had a net increase in loans of $131,981,000 for the nine months ended September 30, 2025[27]. - Total loans, net of deferred loan fees and costs, increased to $2,202,356,000 as of September 30, 2025, from $2,071,419,000 at December 31, 2024, indicating a growth of 6.3%[51]. Shareholder Equity and Dividends - Total shareholders' equity increased to $245,308 as of September 30, 2025, compared to $215,309 as of December 31, 2024, reflecting a growth of approximately 13.9%[14]. - Cash dividends declared were $0.98 per share, totaling $4,695,000 for the nine months ended September 30, 2025[27]. - Cash dividends declared were $0.34 per share in Q3 2025, an increase from $0.31 per share in Q3 2024[21]. Technology and Expansion - Chemung Financial Corporation plans to expand its market presence by opening two new branches in the upcoming fiscal year[7]. - The company is investing $1 million in new technology to enhance its digital banking services[6]. Securities and Investments - The fair value of available for sale securities as of September 30, 2025, was $280,514,000, down from $531,442,000 at December 31, 2024, indicating a decrease of 47.3%[42][45]. - Unrealized losses on available for sale securities totaled $50,843,000 as of September 30, 2025, with mortgage-backed securities accounting for 94.7% of these losses[48]. - The Corporation sold available for sale securities with a book value of $244.8 million during the second quarter of 2025, resulting in a realized pre-tax loss of $17.5 million[43]. Market and Economic Conditions - The Corporation closely monitors real estate market trends to assess the potential future deterioration in collateral values, which may impact the allowance for credit losses[68]. - The Corporation evaluates credit quality for retail loans based on loan repayment, with modifications subject to ASU 2022-02 being assigned a risk rating of Special Mention[75].

Revenue Performance - Net revenues increased by $42.7 million or 2.6% to $1.67 billion for the nine months ended September 30, 2025, compared to $1.63 billion for the same period in 2024[174]. - Billboard net revenues contributed an increase of $37.9 million, transit net revenues increased by $0.8 million, and logo net revenues increased by $4.1 million over the same period in 2024[174]. - Net revenues for the three months ended September 30, 2025, increased by $21.4 million, or 3.8%, to $585.5 million compared to $564.1 million in 2024[190]. - Net revenues for the three months ended September 30, 2025, increased by 3.8% to $585.5 million from $564.1 million in 2024, driven by a $22.2 million increase in billboard net revenues[273]. Operating Income and Expenses - Total operating expenses increased by $16.1 million, or 1.8%, to $926.2 million for the nine months ended September 30, 2025, from $910.1 million for the same period in 2024[176]. - Operating income increased by $82.6 million to $578.0 million for the nine months ended September 30, 2025, compared to $495.4 million for the same period in 2024[178]. - Operating income for the three months ended September 30, 2025, increased by $2.5 million to $189.1 million compared to $186.6 million in 2024[194]. - Total operating expenses for the three months ended September 30, 2025, increased by $7.4 million, or 2.4%, to $312.3 million compared to $304.9 million in 2024[192]. Net Income - Net income for the nine months ended September 30, 2025, was $438.3 million, compared to $363.9 million for the same period in 2024[182]. - Net income for the nine months ended September 30, 2025, increased by $74.4 million, or 20.4%, to $438.3 million compared to $363.9 million in 2024[185]. - Net income for the three months ended September 30, 2025, was $144.1 million, a decrease of 2.5% from $147.8 million in 2024[206]. - Net income for the nine months ended September 30, 2025, increased by 20.4% to $438.7 million compared to $364.3 million for the same period in 2024[272]. Cash Flow and Capital Expenditures - Cash provided by operating activities for the nine months ended September 30, 2025, was $592.9 million, slightly down from $594.3 million in 2024[210]. - Cash flows used in investing activities increased to $128.1 million for the nine months ended September 30, 2025, compared to $108.0 million for the same period in 2024[252]. - Total capital expenditures for the nine months ended September 30, 2025, were $117.9 million, compared to $82.3 million for the same period in 2024[165]. - Capital expenditures for the nine months ended September 30, 2025, were approximately $117.9 million, with an anticipated total of $180.0 million for the year[243]. Debt and Interest Expense - Interest expense decreased by $11.5 million to $120.2 million for the nine months ended September 30, 2025, due to repayment of Term A loans and a decrease in interest rates[179]. - Interest expense decreased by $1.7 million for the three months ended September 30, 2025, to $41.2 million, primarily due to lower interest rates[195]. - As of September 30, 2025, the company had approximately $878.3 million in outstanding indebtedness under its senior credit facility and Accounts Receivable Securitization Program, representing about 26.0% of its long-term debt[292]. - The aggregate interest expense for 2025 related to these borrowings was $50.2 million, with a weighted average interest rate of 5.7%[292]. Dividends and Share Repurchase - The Company declared a quarterly cash dividend of $1.55 per share on multiple occasions in 2025, with expected aggregate quarterly distributions of at least $6.20 per share for the year[244]. - The Board of Directors authorized a stock repurchase program of up to $400.0 million, with $150.0 million added on May 15, 2025[246]. Acquisitions and Investments - The company completed multiple acquisitions for a total cash purchase price of approximately $133.9 million during the nine months ended September 30, 2025[164]. - The Company recognized a gain on disposition of assets and investments of $76.1 million, primarily from the sale of equity interest in Vistar Media, Inc.[178]. Adjusted Metrics - Adjusted EBITDA for the nine months ended September 30, 2025, rose 2.0% to $769.4 million, primarily due to a $29.3 million increase in gross margin[188]. - Billboard adjusted EBITDA for the nine months ended September 30, 2025, increased by $20.4 million to $815.7 million, while other adjusted EBITDA decreased by $2.5 million[186]. - Adjusted EBITDA for the three months ended September 30, 2025, increased by 3.5% to $280.8 million, driven by a $16.4 million increase in gross margin[201]. - AFFO for the nine months ended September 30, 2025, increased by 4.0% to $616.1 million compared to $592.5 million in 2024[189].

Revenue Performance - Revenue decreased by $63.7 million, or 4.3%, in Q3 2025 compared to Q3 2024, and by $239.9 million, or 5.4%, in the first nine months of 2025 compared to the same period in 2024[65] - LTL revenue per hundredweight increased by 4.7% in Q3 2025 and by 3.4% in the first nine months of 2025 compared to the same periods in 2024[66] - October 2025 saw a revenue per day decrease of 6.8% compared to October 2024, with LTL tons per day down 11.7%[67] Income and Earnings - Net income for Q3 2025 was $270.9 million, a decrease of 12.2% compared to Q3 2024, and $794.2 million for the first nine months of 2025, down 13.9% from the same period in 2024[64] - Diluted earnings per share decreased by 10.5% in Q3 2025 to $1.28 and by 12.0% in the first nine months of 2025 to $3.74 compared to the same periods in 2024[64] Operating Metrics - Operating ratio increased to 74.3% in Q3 2025 and 74.8% in the first nine months of 2025, compared to 72.7% in both periods of 2024[63] - Average length of haul decreased by 1.5% in Q3 2025 and by 0.9% in the first nine months of 2025 compared to the same periods in 2024[64] - The company maintained a 99% on-time service rate and a cargo claims ratio of 0.1% during the third quarter and first nine months of 2025[64] Expenses - Salaries, wages, and benefits decreased by $18.2 million, or 2.7%, in Q3 2025 compared to Q3 2024, and by $40.2 million, or 2.0%, in the first nine months of 2025 compared to the same period in 2024[68] - Operating supplies and expenses decreased by $12.0 million, or 7.7%, in Q3 2025, and by $53.1 million, or 10.9%, in the first nine months of 2025 compared to the same periods of 2024[71] - Depreciation and amortization costs increased by $5.6 million, or 6.4%, in Q3 2025, and by $16.3 million, or 6.4%, in the first nine months of 2025 compared to the same periods of 2024[72] - Miscellaneous expenses, net increased by $6.6 million, or 201.7%, in Q3 2025, and by $11.6 million, or 64.8%, in the first nine months of 2025 compared to the same periods of 2024[73] Cash and Capital Expenditures - Cash and cash equivalents at the end of the period were $46.6 million for the nine months ended September 30, 2025, down from $74.2 million in 2024[75] - Total capital expenditures for the nine months ended September 30, 2025, were $358.3 million, down from $751.2 million in 2024[78] - The company estimates capital expenditures will be approximately $450 million for the year ending December 31, 2025[80] Share Repurchase and Credit - The 2023 Repurchase Program authorizes the company to repurchase up to $3.0 billion of its outstanding common stock[81] - At September 30, 2025, the company had $1.67 billion remaining authorized under the 2023 Repurchase Program[84] - The Credit Agreement limit was increased to $400.0 million as of September 30, 2025, from $250.0 million in 2024[89] Risk Factors - Forward-looking statements include risks such as challenges in executing growth strategies and changes in customer relationships, which could materially affect future results[99] - The company faces risks related to fluctuations in diesel fuel prices and the effectiveness of fuel surcharges in mitigating these costs[100] - There have been no material changes to market risk exposures since the most recent fiscal year end[103] Compliance and Environmental Impact - The company does not anticipate material adverse effects on operations or financial condition from future compliance with current environmental laws for fiscal year 2025[98] Seasonal Trends - Revenue and operating margins are typically lower in the first and fourth quarters due to seasonal trends, with harsh weather potentially impacting performance[97] Accounting Policies - The company applied the same critical accounting policies as described in the Annual Report for the year ended December 31, 2024[96]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ 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: 001-36559 Via Renewables, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organi ...

Company Operations - As of September 30, 2025, the company operated in 106 utility service territories across 21 states and the District of Columbia[188]. - The company operates under six retail brands across its market areas[193]. Financial Performance - Total revenues for Q3 2025 were approximately $103.3 million, an increase of 10% from $93.8 million in Q3 2024, driven by higher gas volumes and electricity rates[225]. - Total revenues for the nine months ended September 30, 2025 were approximately $335.6 million, a 14% increase from $294.5 million in the same period of 2024[233]. - Total revenues for the Retail Electricity Segment for Q3 2025 were approximately $86.1 million, an increase of 4% from $82.6 million in Q3 2024[240]. - Total revenues for the Retail Natural Gas Segment for Q3 2025 were approximately $17.3 million, a significant increase of 49% from $11.6 million in Q3 2024[244]. - Total revenues for the Retail Electricity Segment for the nine months ended September 30, 2025 were approximately $233.7 million, a slight increase of 1% from $231.1 million in the same period of 2024[249]. Margins and Expenses - Retail Gross Margin for the three months ended September 30, 2025, was $27.8 million, down from $30.0 million in 2024[209]. - Retail gross margin for Q3 2025 was $27.8 million, compared to $30.0 million in Q3 2024, reflecting a decrease of 7.5%[222]. - Retail gross margin for the Retail Electricity Segment decreased by 15% to approximately $21.0 million in Q3 2025, down from $24.6 million in Q3 2024[242]. - Retail gross margin for the Retail Natural Gas Segment increased by 24% to approximately $6.8 million in Q3 2025, compared to $5.5 million in Q3 2024[246]. - Retail cost of revenues for Q3 2025 was approximately $79.5 million, an increase of 16% from $68.6 million in Q3 2024, primarily due to higher electricity costs[228]. - Retail cost of revenues for the nine months ended September 30, 2025 was approximately $237.9 million, an increase of 32% from $180.6 million in the same period of 2024[234]. - Retail cost of revenues for the Retail Electricity Segment increased by 7% to approximately $68.0 million in Q3 2025, primarily due to higher electricity costs[241]. - Retail cost of revenues for the Retail Natural Gas Segment increased by 117% to approximately $65.1 million for the nine months ended September 30, 2025, compared to $30.1 million in the same period of 2024[254]. EBITDA and Other Financial Metrics - Adjusted EBITDA for the three months ended September 30, 2025, was $9.5 million, compared to $10.3 million for the same period in 2024[209]. - Adjusted EBITDA for Q3 2025 was $9.5 million, down from $10.3 million in Q3 2024, indicating a decline of 8%[227]. - General and administrative expenses for Q3 2025 decreased by 15% to approximately $15.0 million from $17.7 million in Q3 2024, attributed to lower bad debt and legal expenses[229]. - Depreciation and amortization expense for Q3 2025 was approximately $5.6 million, a 124% increase from $2.5 million in Q3 2024, due to higher amortization related to customer relationship intangibles[230]. Customer Metrics - For the three months ended September 30, 2025, the company added approximately 57,300 RCEs, with an average monthly customer attrition rate of 4.0%[197][201]. - The company reported a total of 419 RCEs as of September 30, 2025, reflecting an 8% increase from 388 RCEs at the end of 2024[192]. - Average monthly RCE attrition for Q3 2025 was 4.0%, slightly down from 4.1% in Q3 2024[227]. - Customer acquisition costs for Q3 2025 increased by 62% to approximately $3.4 million from $2.1 million in Q3 2024, due to increased sales activity[231]. - Customer acquisition costs for the three months ended September 30, 2025, were $3.4 million, up from $2.1 million in the same period of 2024, representing a 61.9% increase[269]. Cash Flow and Liquidity - Cash flows provided by operating activities decreased by $2.1 million to $46.3 million for the nine months ended September 30, 2025, compared to $48.5 million in 2024[261]. - Total liquidity as of September 30, 2025 was approximately $129.7 million, consisting of cash and cash equivalents of $53.6 million and available credit facilities[259]. - The Senior Credit Facility has a borrowing capacity of $250.0 million, with $141.4 million outstanding as of September 30, 2025[264]. - At September 30, 2025, $105.0 million of variable rate indebtedness was outstanding under the Senior Credit Facility, with a potential additional annual interest expense of approximately $1.1 million for a 1.0% increase in interest rates[290]. Dividends - Dividends paid for the three months ended September 30, 2025, totaled $2.2 million, with an accrued amount of $2.0 million as of the same date[271]. - Estimated total dividends for the full year 2025 are projected to be $9.0 million based on Series A Preferred Stock outstanding as of September 30, 2025[272]. - The quarterly cash dividend declared on October 15, 2025, for the Series A Preferred Stock was $0.67151 per share, totaling $1.7 million for the quarter[291]. Risk and Losses - The company experienced a net asset optimization loss of $0.1 million for the three months ended September 30, 2025, compared to a loss of $0.5 million in 2024[208]. - Credit loss expense for the three months ended September 30, 2025, was 0.3%, a decrease from 1.4% in the same period of 2024[202]. - Bad debt expense for the three months ended September 30, 2025, was 0.3% of non-POR market retail revenues, unchanged from the same period in 2024[287]. - The net loss on non-trading derivative instruments for the three months ended September 30, 2025, was $(3.8) million, compared to $(4.4) million for the same period in 2024[281]. - As of September 30, 2025, the Gas Non-Trading Fixed Price Open Position was a short position of 487,362 MMBtu, with a potential fair market value change of less than $0.1 million for a 10% price increase or decrease[283]. - Approximately 59% of retail revenues for the three months ended September 30, 2025, were derived from territories where credit risk was primarily with local regulated utility companies[284].

Acquisition and Integration - The Company completed the acquisition of Northway Financial, Inc. on January 2, 2025, in an all-stock transaction valued at $96.5 million, issuing 2.3 million shares, representing 14% of its outstanding shares[32][33]. - The acquisition added 17 branches in New Hampshire, increasing the Company's total to 72 branches and assets to $7.0 billion as of September 30, 2025[34]. - The Company recognized $56.8 million in goodwill from the Northway acquisition, reflecting expected synergies from operational integration[36]. - The Company incurred $9.2 million in non-recurring merger-related costs during the nine months ended September 30, 2025[35]. - The acquisition is expected to enhance profitability and shareholder value through growth opportunities and broader product offerings[34]. - The Company assumed customer repurchase agreements of $65.5 million through the acquisition of Northway on January 2, 2025[123]. Financial Performance - For the three and nine months ended September 30, 2025, the Company reported $3.8 million and $12.4 million, respectively, of net loan accretion attributable to fair value discounts on acquired loans[39]. - The Company reported total revenues of $65,398,000 for the three months ended September 30, 2025, compared to $59,084,000 for the same period in 2024, representing an increase of approximately 22.5%[51]. - Net income for the three months ended September 30, 2025, was $21,442,000, up from $16,624,000 in the same period of 2024, reflecting a growth of about 29.5%[51]. - The Company’s total net income available to common shareholders for the nine months ended September 30, 2025, was $42,601,000, compared to $38,326,000 in 2024, reflecting an increase of 5.9%[166]. - Diluted EPS for the nine months ended September 30, 2025, was $2.51, slightly down from $2.62 in 2024[166]. Loan and Asset Management - The total loans amounted to $5,002,927,000, an increase from $4,115,259,000 as of December 31, 2024, representing a growth of approximately 21.5%[71]. - The commercial loans segment reached $2,653,209,000, up from $2,094,749,000, indicating a growth of about 26.6%[71]. - The retail loans segment increased to $2,349,718,000 from $2,020,510,000, reflecting a growth of approximately 16.2%[71]. - The Company established an allowance for credit losses of $3.1 million on acquired PCD loans at the acquisition date[41]. - The allowance for credit losses (ACL) on loans decreased by $7.5 million to $45.5 million, primarily due to a $10.7 million partial charge-off of a syndicated commercial loan[85]. - The provision for loan losses, excluding acquired non-PCD loans, totaled $12.7 million, driven mainly by the partial charge-off of the syndicated commercial loan[86]. Securities and Investments - The fair value of the Company's trading securities as of September 30, 2025, was $5.6 million, an increase from $5.2 million as of December 31, 2024[52]. - The total amortized cost of AFS debt securities as of September 30, 2025, was $935,635,000, with a fair value of $889,765,000, indicating unrealized losses of $53,785,000[53]. - The Company transferred securities with a fair value of $520.3 million from AFS to HTM in 2022, with unrealized losses of $72.1 million at the time of transfer[54]. - The fair value of acquired bond investments at the acquisition date was estimated using quoted broker pricing and an independent third-party pricing service[44]. - The fair value of derivatives designated as hedging instruments was $8.5 million as of September 30, 2025, with notional amounts of $60 million[138]. Capital and Regulatory Compliance - As of September 30, 2025, the total risk-based capital ratio for Camden National Corporation was 13.47%, exceeding the minimum requirement of 10.50%[152]. - The Tier 1 risk-based capital ratio was 12.47%, above the minimum requirement of 8.50%[152]. - The common equity Tier 1 risk-based capital ratio stood at 11.17%, surpassing the minimum requirement of 7.00%[152]. - The Company and Bank's regulatory capital ratios met the requirements for being considered "well capitalized" as of both September 30, 2025, and December 31, 2024[152]. - The Company actively monitors its regulatory capital and risk-weighted assets in response to changes in GAAP and regulatory standards[155]. Credit Quality and Risk Assessment - The Company categorizes each portfolio segment into classes by credit risk characteristic, applying credit quality indicators to assess risk and adequacy of the ACL on loans[90]. - Performing loans include those that are current and those past due less than 90 days, while non-performing loans are those past due over 90 days and non-accrual loans[91]. - The overall risk assessment indicates a significant portion of loans are classified as Pass (Grades 1-6), reflecting a stable credit quality across various segments[94]. - The commercial real estate non-owner-occupied loans past due over 90 days totaled $4,456,000 as of September 30, 2025[96]. - The Company closely monitors its loan portfolio, placing loans on non-accrual status when payment is not expected as scheduled[96]. Other Comprehensive Income and Non-Interest Income - Total non-interest income within the scope of ASC 606 for the three months ended September 30, 2025, was $10,554 thousand, an increase of 16.3% from $9,076 thousand in the same period of 2024[163]. - The total amount of other comprehensive income (loss) for the nine months ended September 30, 2025, was $26,224 thousand, compared to $14,453 thousand for the same period in 2024, reflecting an increase of 81.5%[158]. - The debit card interchange income for the three months ended September 30, 2025, was $3,704 thousand, an increase of 16.8% from $3,169 thousand in the same period of 2024[163]. - The service charges on deposit accounts for the three months ended September 30, 2025, increased to $2,570 thousand, up 18.5% from $2,168 thousand in the same period of 2024[163].

Revenue and Sales Performance - Total revenue increased by 12.1%, or approximately $1.4 million, for the three months ended September 30, 2025, compared to the same period in 2024[75]. - Surgical Aesthetics segment sales increased 19.1%, or approximately $1.8 million, for the three months ended September 30, 2025, driven by the commercial launch of AYON and increased sales of single-use handpieces[75]. - OEM segment sales decreased 17.6%, or approximately $0.4 million, for the three months ended September 30, 2025, due to lower sales volume to existing customers[75]. - Surgical Aesthetics sales increased 8.0%, or approximately $2.1 million, for the nine months ended September 30, 2025, compared to the same period in 2024[76]. - OEM segment sales decreased 31.4%, or approximately $2.3 million, for the nine months ended September 30, 2025, due to decreased sales volume to existing customers[76]. Profitability and Margins - Gross profit for the three months ended September 30, 2025, increased 19.3% to $8.3 million, with a gross margin of 64.4% compared to 60.5% for the same period in 2024[78]. - Gross profit for the nine months ended September 30, 2025, increased 3.2% to $21.0 million, with a gross margin of 62.5% compared to 60.2% in the prior year[80]. Cost Management and Expenses - The company reduced its workforce by nearly 25% in November 2024, estimating annualized future cost savings of approximately $4.3 million[69]. - The company plans to reduce annual operating expenses below $40 million in 2025 through various cost-saving measures[69]. - Research and development expenses decreased 38.7% for the nine months ended September 30, 2025, totaling $2.4 million, primarily due to lower compensation and benefits costs[82]. - Professional services expense decreased 14.4% for the nine months ended September 30, 2025, amounting to $4.6 million, driven by reductions in physician and marketing consulting expenses[84]. - Salaries and related expenses decreased 27.5% for the nine months ended September 30, 2025, totaling $9.3 million, due to lower headcount and stock-based compensation[86]. - Selling, general and administrative expenses decreased 20.3% for the nine months ended September 30, 2025, amounting to $11.2 million, primarily due to lower travel and meeting costs[89]. Cash Flow and Financial Position - At September 30, 2025, cash and cash equivalents were approximately $25.1 million, down from $31.7 million at December 31, 2024[93]. - Net cash used in operating activities for the nine months ended September 30, 2025, was approximately $5.5 million, a decrease from $15.5 million in the prior year[94]. - The company had purchase commitments totaling approximately $4.4 million, expected to be purchased within the next twelve months[101]. Compliance and Risk Management - As of September 30, 2025, the company was in compliance with the financial covenants of the Perceptive Credit Agreement, which includes revenue targets for the Surgical Aesthetics segment[98]. - The company has adjusted its accounts receivable allowance due to economic uncertainty in the capital equipment market, particularly in the aesthetic space, resulting in extended credit terms granted to customers[104]. - The company maintains a reserve for uncollectible accounts receivable, analyzing historical bad debt experience and the composition of outstanding receivables[104]. - There are no off-balance sheet arrangements currently in place[106]. - The company has not identified any changes in internal control over financial reporting that materially affect its operations[111]. - The management's disclosure controls and procedures were deemed effective as of September 30, 2025[110]. - There have been no material changes to the risk factors previously described in the Annual Report for the fiscal year ended December 31, 2024[115]. - The company has recorded liabilities for litigation contingencies when a loss is known or considered probable, requiring significant judgment[105]. - The company has not reported any unregistered sales of equity securities or defaults upon senior securities[116][117]. - The company has not disclosed any new products, technologies, market expansions, or acquisitions in the current report[108]. - There are no significant quantitative or qualitative disclosures about market risk applicable to the company[109]. Product Development - The AYON Body Contouring System™ received 510(k) clearance from the FDA on May 13, 2025, and the commercial launch commenced in September 2025[66].

Revenue Performance - Total revenues for Q3 2025 reached $482.4 million, a 6.5% increase from $451.8 million in Q3 2024[17] - Software as a service and platform as a service revenues grew to $246.9 million, up 10.6% from $223.4 million year-over-year[17] - For the three months ended September 30, 2025, total revenue was $482,359,000, an increase from $451,752,000 for the same period in 2024, representing a growth of 6.0%[98] - For the nine months ended September 30, 2025, total revenue reached $1,278,182,000, compared to $1,141,250,000 for the same period in 2024, marking a significant increase of 12.0%[100] - The Biller segment generated revenue of $198,337,000 for the three months ended September 30, 2025, up from $179,601,000 in the same period of 2024, reflecting an increase of 10.4%[98] - The Payment Software segment's revenue for the nine months ended September 30, 2025, was $664,090,000, up from $594,974,000 in 2024, representing a growth of 11.6%[100] Income and Profitability - Net income for Q3 2025 was $91.3 million, compared to $81.4 million in Q3 2024, reflecting a 12.3% increase[19] - Operating income for the nine months ended September 30, 2025, was $221.1 million, a 19.0% increase from $185.8 million in the same period of 2024[17] - Net income for the nine months ended September 30, 2025, was $162,322,000, compared to $104,563,000 for the same period in 2024, representing a 55% increase[29] - Basic income per share for Q3 2025 was $0.88, compared to $0.78 in Q3 2024, representing a 12.8% increase[17] - The company reported a comprehensive income of $86.9 million for Q3 2025, compared to $90.5 million in Q3 2024[19] Expenses and Costs - Research and development expenses for the nine months ended September 30, 2025, were $122.6 million, an increase of 13.5% from $108.1 million in 2024[17] - Total operating expenses for the nine months ended September 30, 2025, were $1,057.1 million, an increase of 10.7% from $955.4 million in the same period of 2024[17] - Interchange costs for the nine months ended September 30, 2025, totaled $417,144,000, compared to $353,648,000 in the same period of 2024, an increase of approximately 17.9%[100] - Global technology and innovation costs for the nine months ended September 30, 2025, were $236,946,000, up from $215,108,000 in 2024, reflecting an increase of about 10.2%[100] - Corporate and unallocated expenses for the nine months ended September 30, 2025, were $135,546,000, compared to $123,901,000 in 2024, an increase of approximately 9.0%[100] Assets and Liabilities - Total assets increased to $3.16 billion as of September 30, 2025, up from $3.03 billion at the end of 2024, representing a 4.5% growth[14] - Total stockholders' equity increased to $1.48 billion as of September 30, 2025, from $1.42 billion at the end of 2024[14] - The company’s long-term debt decreased to $826.9 million from $889.6 million as of December 31, 2024[14] - Total debt amounted to $867.8 million, a decrease from $924.6 million as of December 31, 2024[68] - Total current assets increased to $1,163,539 thousand as of September 30, 2025, from $990,822 thousand at the end of 2024, indicating a growth of 17.4%[106] Cash Flow and Investments - Net cash flows from operating activities for the nine months ended September 30, 2025, were $201,056,000, down from $232,266,000 in 2024, a decrease of about 13.4%[29] - The company’s cash flows from investing activities showed a net inflow of $19,648,000 for the nine months ended September 30, 2025, contrasting with a net outflow of $31,641,000 in 2024[29] - Total cash and cash equivalents, including settlement deposits, decreased to $253,411,000 as of September 30, 2025, from $268,670,000 at the end of the previous year, a decline of approximately 5.5%[31] - Cash and cash equivalents at the beginning of the period were $265.0 million, compared to $238.8 million at the beginning of September 2024, an increase of 10.9%[29] Shareholder Activities - The company repurchased 3,073,321 shares of common stock for $150,975,000 during the nine months ended September 30, 2025[25] - The company repurchased 359,522 shares of common stock in Q3 2025, totaling $16.3 million[21] - The company repurchased 3,946,537 shares of common stock, totaling $128.7 million, during the nine months ended September 30, 2025[29] - The company has a remaining authorized amount of $207.1 million for stock repurchases as of September 30, 2025[83] Segment Performance - Segment Adjusted EBITDA for the Payment Software segment was $181,666,000 for the three months ended September 30, 2025, compared to $180,655,000 for the same period in 2024, indicating a slight increase of 0.6%[98] - The Biller segment's revenue for the nine months ended September 30, 2025, was $614,092,000, compared to $546,276,000 in 2024, indicating an increase of 12.4%[100] - The company reassessed its segment reporting structure in 2025, now reporting based on Payment Software and Biller segments, focusing on Segment Adjusted EBITDA for performance assessment[90] Tax and Compliance - The effective tax rate for the three months ended September 30, 2025, was 23%, down from 24% in the same period of 2024[107][108] - The company maintained compliance with its financial debt covenants as of September 30, 2025[67] Future Expectations - Revenue allocated to remaining performance obligations was $753.7 million as of September 30, 2025, with an expectation to recognize approximately 55% over the next 12 months[53] - The company expects to recognize unrecognized compensation expense of $76.4 million related to RSUs over a weighted average period of 2.2 years[80]

Financial Performance - Net sales for Q3 2025 were $699 million, a decrease of 13% from $804 million in Q3 2024, primarily due to lower sales volumes and average selling prices of TiO2 [119]. - TiO2 revenue decreased by 11% or $66 million compared to the prior year quarter, driven by a $47 million decrease in sales volumes and a $29 million decrease in average selling prices [119]. - Zircon revenue decreased by 20% from Q3 2024 to Q3 2025, primarily due to a 16% decline in average selling prices and a 4% decrease in sales volumes [115]. - Gross profit for Q3 2025 was $52 million, representing a gross margin of 7.4%, down from 15.9% in the prior year [118]. - The company reported a net loss of $100 million for Q3 2025, compared to a net loss of $25 million in Q3 2024, reflecting a significant increase in restructuring charges [118]. - Adjusted EBITDA for Q3 2025 was $74 million, down from $143 million in Q3 2024, with adjusted EBITDA as a percentage of net sales decreasing to 10.6% from 17.8% [118]. - For the nine months ended September 30, 2025, net sales were $2,168 million, a decrease of 10% compared to $2,398 million for the same period in 2024 [128]. - For the nine months ended September 30, 2025, total net sales decreased by 10% to $2,168 million compared to $2,398 million in the prior year [129]. - TiO2 revenue decreased by 8% or $153 million, primarily due to a $126 million decrease in sales volumes and a $41 million decrease in average selling prices [129]. - Gross margin for the nine months ended September 30, 2025 was $230 million, representing 10.6% of net sales, down from 16.6% in the prior year [129]. - Loss from operations was $139 million for the nine months ended September 30, 2025, a decrease of $310 million compared to income from operations of $171 million in the prior year [131]. - Adjusted EBITDA as a percentage of net sales was 12.9% for the nine months ended September 30, 2025, a decrease of 5.2 points from 18.1% in the prior year [137]. - The company reported a net loss of $296 million for the nine months ended September 30, 2025, compared to a net loss of $24 million for the same period in 2024, representing an increase in net loss of $272 million year-over-year [162]. Liquidity and Debt - Total available liquidity as of September 30, 2025, was $664 million, including $185 million in cash and cash equivalents [116]. - Total debt as of September 30, 2025, was $3.2 billion, with a net debt to trailing twelve months adjusted EBITDA ratio of 7.5x [116]. - Cash and cash equivalents increased to $185 million as of September 30, 2025, up from $151 million at December 31, 2024 [140]. - Working capital was $1.5 billion at September 30, 2025, compared to $1.3 billion at December 31, 2024 [141]. - Short-term and long-term debt increased to $3.2 billion as of September 30, 2025, compared to $2.9 billion at December 31, 2024 [155]. - The company’s long-term debt, net, increased to $3,136 million as of September 30, 2025, up from $2,759 million as of December 31, 2024 [172]. - The company’s net debt to trailing twelve months Adjusted EBITDA ratio increased to 7.5x as of September 30, 2025, compared to 4.8x as of December 31, 2024 [172]. - The company issued $400 million of 9.125% senior secured notes due 2030 on September 26, 2025 [153]. Cash Flow - Cash used in operating activities was $61 million for the nine months ended September 30, 2025, a decrease from cash provided by operating activities of $218 million in the prior year, primarily due to a decrease in income-related cash generation [162]. - Net cash used in investing activities increased to $255 million in the nine months ended September 30, 2025, compared to $226 million in the same period of 2024, driven by higher capital expenditures of $273 million [163]. - The company generated net cash provided by financing activities of $345 million for the nine months ended September 30, 2025, compared to cash used in financing activities of $97 million in the prior year, primarily from net proceeds of long-term debt of $379 million [164]. Restructuring and Charges - Restructuring and other charges for Q3 2025 amounted to $25 million, primarily related to the idling of the Botlek plant [119]. - The company incurred restructuring and other charges of $25 million for the three months ended September 30, 2025, and $150 million for the nine months ended September 30, 2025 [183]. - Interest expense for the three months ended September 30, 2025, was $48 million, with a total of $176 million for the trailing twelve months [178]. Environmental and Compliance Costs - The company is subject to significant environmental compliance costs, which are expected to continue to be substantial in the foreseeable future [188]. Currency Risk and Hedging - The company is exposed to currency risk primarily in South Africa and Australia, where revenues are earned in U.S. dollars while expenses are incurred in local currencies [200]. - The company enters into foreign currency contracts to hedge forecasted non-functional currency sales and costs for its subsidiaries in South Africa and Australia [201]. - As of September 30, 2025, the company had notional amounts of 136 million Australian dollars (approximately $90 million) in foreign currency contracts to hedge against fluctuations in currency rates for its Australian subsidiaries' cost of sales [201]. - The company had notional amounts of 975 million South African Rand (approximately $56 million) to reduce exposure of its South African subsidiaries' third-party sales to currency fluctuations [201]. - As of September 30, 2025, the company had outstanding foreign currency contracts totaling 470 million South African Rand (approximately $27 million) and 161 million Australian dollars (approximately $106 million) [202]. - The company utilized a combination of zero-cost collars, put options, and forward contracts to manage currency exposure, designating these as cash flow hedges [201]. - As of September 30, 2025, the company had notional amounts of 61 million Pound Sterling (approximately $82 million) and 40 million Euro (approximately $47 million) in outstanding foreign currency contracts [202]. - A hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $7 million on an annualized basis [193]. - The company recorded a net unrealized gain of $1 million related to interest rate swaps as of September 30, 2025 [198]. - The company recorded a net unrealized gain of $6 million recorded in "Accumulated other comprehensive loss" on the balance sheet, expected to be fully recognized in earnings over the next twelve months [201]. - The company recorded a net loss of $14 million in "Accumulated other comprehensive loss" at December 31, 2024 [201].