Financial Performance - Total Revenues for Q3 2025 were $52.2 million, a decrease of 13% from $60.1 million in Q3 2024[5] - Positive EBITDA of $3.6 million improved by 26% compared to $2.8 million in Q3 2024, marking the fifth consecutive quarter of positive EBITDA[5] - Basic Loss per Share improved by 42% to $0.18 from $0.31 in Q3 2024, representing the best third quarter result since Q3 2019[5] - Total Revenues for the first nine months of 2025 increased slightly by 1% to $152.7 million compared to $152.0 million for the same period in 2024[5] - Operating Loss for the first nine months of 2025 improved by 72% to $4.3 million from $15.6 million in the same period of 2024[5] - Operating loss for Q3 2025 was $329,000, compared to a loss of $343,000 in Q3 2024[22] - Net loss attributable to Reading International, Inc. for Q3 2025 was $4,157,000, compared to a net loss of $7,028,000 in Q3 2024[26] - Adjusted EBITDA for Q3 2025 was $3,572,000, an increase from $2,843,000 in Q3 2024[26] - The company reported a loss before income taxes of $3,986,000 in Q3 2025, an improvement from a loss of $6,439,000 in Q3 2024[27] Revenue Breakdown - The cinema revenue for Q3 2025 was $48.6 million, a decrease of 14% compared to Q3 2024, attributed to a less appealing movie slate and a 7.3% reduction in U.S. cinema screen count[7] - U.S. Real Estate Revenues increased by 35% to $2.0 million in Q3 2025, driven by improved performance of Live Theatre assets in NYC[10] - Cinema revenue decreased by 14% to $48,555,000 in Q3 2025 from $56,357,000 in Q3 2024, while real estate revenue decreased by 7% to $4,567,000[24] - The company reported a 35% increase in real estate revenue in the U.S. for Q3 2025 compared to Q3 2024[24] Debt and Assets - Total gross debt decreased by 14.8% to $172.6 million, a reduction of $30.1 million from December 31, 2024[9] - Total current assets decreased to $18,808,000 as of September 30, 2025, down from $57,042,000 at December 31, 2024[23] - Total liabilities decreased to $448,198,000 as of September 30, 2025, compared to $475,801,000 at December 31, 2024[23] Segment Performance - The total segment operating income for Q3 2025 was $3,143,000, a decrease of 13% from $3,609,000 in Q3 2024[24] - Total segment operating income for Q3 2025 was $3,143,000, a decrease of 12.9% from $3,609,000 in Q3 2024[27] - For the nine months ended September 30, 2025, total segment operating income was $7,193,000, compared to a loss of $3,329,000 in the same period of 2024[27] Corporate Expenses and Earnings - Unallocated corporate expenses included a depreciation and amortization expense of $75,000 in Q3 2025, down from $106,000 in Q3 2024[27] - Interest expense, net for Q3 2025 was $4,174,000, a decrease of 20.4% from $5,245,000 in Q3 2024[27] - Equity earnings from unconsolidated joint ventures increased to $121,000 in Q3 2025, compared to $71,000 in Q3 2024[27] Future Outlook - The company expects a strong rebound in Q4 2025, supported by high presales for upcoming films and a promising holiday movie lineup[6] EBITDA Insights - Adjusted EBITDA is used to evaluate the company's performance, excluding certain non-recurring items[34] - The company emphasizes that EBITDA is a widely accepted measure in the cinema exhibition and real estate industries, aiding in performance comparison[31] - Legal expenses related to extraordinary litigation are adjusted in the calculation of Adjusted EBITDA[34] - The company aims to provide insights into operational performance separate from non-operational factors affecting net income[30]

Financial Performance - Total revenue for Q3 2025 was $52.17 million, a decrease of 13.5% compared to $60.09 million in Q3 2024[10] - Cinema revenue decreased to $48.56 million in Q3 2025 from $56.36 million in Q3 2024, representing a decline of 13.5%[10] - Net loss for Q3 2025 was $4.31 million, an improvement from a net loss of $7.14 million in Q3 2024[10] - The company reported a comprehensive loss of $4.92 million for Q3 2025, compared to a comprehensive loss of $5.64 million in Q3 2024[12] - Basic earnings per share for Q3 2025 were $(0.18), an improvement from $(0.31) in Q3 2024[10] - The company reported a net loss attributable to Reading International, Inc. of $4,157,000 for the quarter ended September 30, 2025, compared to a net loss of $7,028,000 for the same quarter in 2024[46] - Net loss attributable to Reading International, Inc. for the nine months improved by 65%, from a loss of $33.1 million to a loss of $11.6 million[186] Assets and Liabilities - Total assets decreased to $435.19 million as of September 30, 2025, down from $471.01 million at the end of 2024, a reduction of 7.6%[9] - Current liabilities decreased to $111.49 million from $161.63 million, a decline of 30.9%[9] - Total liabilities decreased to $448.20 million as of September 30, 2025, down from $475.80 million at the end of 2024, a reduction of 5.8%[9] - Cash and cash equivalents at the end of Q3 2025 were $8.09 million, down from $12.35 million at the end of 2024, a decrease of 34.5%[9] - The company has $16.5 million of debt due in twelve months, cash of $10.5 million, and negative working capital of $92.7 million[17] - Total borrowings decreased to $171.61 million as of September 30, 2025, down from $201.83 million as of December 31, 2024, representing a reduction of approximately 15%[77] Revenue Segments - The cinema exhibition segment's revenue is generated from ticket sales, food and beverage, and other ancillary sales, while expenses include film rent and wages[32] - The real estate segment earns revenue through leasing space to third-party tenants, with expenses incurred from property maintenance and utilities[34] - Total segment revenue for the quarter ended September 30, 2025, was $53,122,000, a decrease of 11.5% from $61,255,000 in the same quarter of 2024[37] - Total revenue for the nine months ended September 30, 2025, was $155,805,000, an increase of 0.3% from $155,414,000 in the same period of 2024[37] - The company reported a total of $141,740,000 in revenue for the nine months ended September 30, 2025, compared to $140,570,000 in the same period of 2024, indicating a slight growth[37] Operating Income and Expenses - Operating income for the nine months ended September 30, 2025, was a loss of $4.33 million, compared to a loss of $15.56 million for the same period in 2024[10] - Operating income for the cinema segment was $1,756,000 for the quarter ended September 30, 2025, compared to $2,213,000 in the same quarter of 2024, reflecting a decline of 20.6%[39] - Total operating expenses for the quarter ended September 30, 2025, were $49,979,000, a decrease of 13.1% from $57,646,000 in the same quarter of 2024[37] - Operating income for the nine months ended September 30, 2025, was $7,193,000, compared to a loss of $3,329,000 in the same period of 2024[37] - The cinema segment's total operating expenses for the nine months ended September 30, 2025, were $148,612,000, a decrease of 6.4% from $158,743,000 in the same period of 2024[37] Debt and Financing - The company has extended the maturity dates of several loans, including a $20.4 million Valley National debt extended to October 1, 2026[19] - The company has extended the maturity of its loan facility with Emerald Creek Capital to May 6, 2025, with provisions for principal payments of $500,000[83] - The company entered into an Interest Rate Hedging Agreement on AU$50.0 million of the Corporate Loan Facility, with a floor of 4.18% and a cap of 4.78%[86] - The Bank of America Credit Facility was amended to extend the maturity date to May 18, 2026, with a current balance of $6.70 million[79] Real Estate Operations - The company has developed a plan to address going concern uncertainty, informed by current liquidity positions and marketability of real estate properties[17] - The company has classified the Newberry Yard property as held for sale, continuing sales efforts as of September 30, 2025[58] - The company sold its Wellington properties, including the Courtenay Central building, for $21.5 million (NZ$38.0 million) and has an agreement to lease the cinema component post-redevelopment[174] - The company sold its Cannon Park ETC in Townsville, Queensland, for $20.7 million (AU$32.0 million) and retained a long-term lease for the cinema component[173] Market Conditions and Future Outlook - The company believes that the recovery of the global cinema industry will improve patronage and operating revenue levels, although attendance levels remain uncertain[18] - The cinema segment experienced a decline in box office performance in Q3 2025 compared to Q3 2024, attributed to a weaker film slate and broader industry challenges[128] - The company anticipates a strong fourth quarter with major releases such as The Running Man and Zootopia 2, which are expected to drive significant box office results[134] - Year-to-date attendance for the first nine months of 2025 was down compared to the same period in 2024, indicating ongoing challenges in cinema attendance levels[131] Operational Efficiency - The company is focusing on operational efficiency and strategic initiatives to improve performance, with ongoing efforts to enhance the guest experience through expanded food and beverage programs[130] - The company has successfully negotiated rent abatements and revised rental terms to mitigate rising fixed costs associated with cinema leases[132] - Operating expenses for the nine months ended September 30, 2025, totaled $129.3 million, a decrease of $7.1 million due to operational efficiency and cinema closures[196] Stock and Compensation - The total stockholders' equity at September 30, 2025, was $159,087,000, with a retained earnings deficit of $126,370,000[105] - The company recorded a compensation expense of $197,000 for the quarter ended September 30, 2025, a decrease from $302,000 in the same quarter of 2024, representing a reduction of approximately 34.8%[110] - The number of outstanding stock options increased to 3,795,297 as of September 30, 2025, from 1,707,412 at the end of 2024, reflecting a growth of approximately 121.5%[111]

Financial Performance - Total revenue for Q3 2025 was $52.17 million, a decrease of 13.5% compared to $60.09 million in Q3 2024[10] - Cinema revenue decreased to $48.56 million in Q3 2025 from $56.36 million in Q3 2024, representing a decline of 13.1%[10] - Net loss for Q3 2025 was $4.31 million, an improvement from a net loss of $7.14 million in Q3 2024[10] - The company reported a comprehensive loss of $4.92 million for Q3 2025, compared to a comprehensive loss of $5.64 million in Q3 2024[12] - Basic earnings per share for Q3 2025 were $(0.18), compared to $(0.31) for Q3 2024[10] - The company reported a net loss attributable to Reading International, Inc. of $4,157,000 for the quarter ended September 30, 2025, compared to a net loss of $7,028,000 for the same quarter in 2024[46] - Net income attributable to noncontrolling interests was a loss of $148,000 for the quarter ended September 30, 2025, compared to a loss of $111,000 for the same quarter in 2024[103] Assets and Liabilities - Total assets decreased to $435.19 million as of September 30, 2025, down from $471.01 million at the end of 2024[9] - Current liabilities decreased to $111.49 million from $161.63 million at the end of 2024, a reduction of 30.9%[9] - Total liabilities decreased to $448.20 million as of September 30, 2025, from $475.80 million at the end of 2024[9] - Cash and cash equivalents at the end of Q3 2025 were $8.09 million, down from $12.35 million at the end of 2024[9] - The company has $16.5 million of debt due in twelve months, cash of $10.5 million, and negative working capital of $92.7 million[17] - Total borrowings decreased to $171.61 million as of September 30, 2025, down from $201.83 million as of December 31, 2024, representing a reduction of about 15%[77] Revenue Segments - The cinema exhibition segment generates revenue through various channels, including ticket sales, food and beverage, and online ticket sales[32] - Total segment revenue for the quarter ended September 30, 2025, was $53,122,000, a decrease of 14.5% from $61,255,000 in the same quarter of 2024[37] - Admissions revenue in the United States decreased to $13,784,000 for the quarter ended September 30, 2025, down 10.7% from $15,445,000 in the same quarter of 2024[39] - Concessions revenue in the United States was $9,276,000 for the quarter ended September 30, 2025, down 5.6% from $9,824,000 in the same quarter of 2024[39] - The total revenue for the nine months ended September 30, 2025, was $155,805,000, an increase of 0.3% from $155,414,000 in the same period of 2024[37] - The cinema segment's operating loss for the nine months ended September 30, 2025, was $(6,563,000), compared to an operating income of $3,234,000 in the same period of 2024[39] Operating Expenses - Total operating expenses for the quarter ended September 30, 2025, were $49,979,000, a decrease of 13.1% from $57,646,000 in the same quarter of 2024[37] - Operating expenses for the quarter ended September 30, 2025, decreased by $6.9 million to $43.7 million, mainly due to lower attendance leading to reduced variable costs[195] - Operating expenses for the nine months ended September 30, 2025, totaled $129.3 million, a decrease of $7.1 million compared to the prior year, driven by operational efficiency and cinema closures[196] Debt and Financing - The company plans to raise liquidity through refinancing and real estate asset monetization, having sold nine property assets for a total of $201.5 million since 2021[20] - The company repaid $10.7 million of its Westpac loan and $6.1 million of its Bank of America facility, reducing the balance to $8.7 million[19] - The company extended the maturity date of several loans, including a $20.4 million Valley National debt to October 1, 2026[19] - The effective interest rate on the Bank of America Credit Facility is 11.25%, with a maturity date extended to May 18, 2026[79] Real Estate Performance - The real estate segment in Australia reported steady performance, but revenues were impacted by unfavorable exchange rates and the monetization of the Cannon Park entertainment center[135] - Real estate rent revenue for Q3 2025 decreased by $0.3 million to $4.6 million compared to Q3 2024, primarily due to the sale of Wellington and Cannon Park assets[199] - For the nine months ended September 30, 2025, real estate rent revenue decreased by $0.8 million to $14.1 million, attributed to lower rental income from property sales, partially offset by increased Live Theatre rental and ancillary income in the U.S.[200] - The company sold its Wellington properties for $21.5 million (NZ$38.0 million) and Cannon Park properties for $20.7 million (AU$32.0 million) in 2025, using proceeds to pay down approximately $32.1 million in debt[137] Future Outlook - The company expects a strong fourth quarter with major releases like The Running Man and Zootopia 2, which are anticipated to drive significant box office results[134] - The company plans to launch new free to join and paid membership programs in the U.S. in the fourth quarter of 2025 to drive audience engagement[132] - The cinema segment experienced a decline in box office performance in Q3 2025 compared to Q3 2024, attributed to a weaker film slate and broader industry challenges[128] Operational Challenges - The company has faced significant operational challenges due to the COVID-19 pandemic, Hollywood strikes, and economic factors, necessitating a reevaluation of its real estate business plan[166] - The company is considering reducing, delaying, or eliminating planned capital expenditures if cash flow is insufficient[208] - Additional asset monetization and restructuring of debt or lease obligations are potential alternatives for liquidity[208]

Credit and Loan Commitments - As of September 30, 2025, the Bank's commitments to extend credit increased to $201,227,000 from $182,522,000 as of December 31, 2024, representing a growth of approximately 10.3%[145] - The total off-balance sheet commitments, including letters of credit, amounted to $203,685,000 as of September 30, 2025, compared to $186,029,000 at the end of 2024, indicating an increase of about 9.5%[145] - Total loans, excluding loans held for sale, increased by 2.37% to $659,586,000, with growth primarily in commercial and commercial real estate portfolios[153] - Nonperforming loans totaled approximately $1,895,000 at September 30, 2025, representing 0.29% of total loans, up from 0.25% at year-end 2024[218] Financial Performance - For the three months ended September 30, 2025, the company reported net income of $2,752,000, an increase of 38.3% compared to $1,990,000 for the same period in 2024[182] - Basic and diluted earnings per common share were $0.61 for the three months ended September 30, 2025, compared to $0.44 for the same period in 2024[183] - Interest income increased to $11,771,000 for the three months ended September 30, 2025, up from $11,563,000 in 2024, driven by higher average loan balances and improved yields[187] - Net interest income rose to $8,300,000 for the three months ended September 30, 2025, representing a 10.5% increase from $7,509,000 in 2024[191] - Noninterest income totaled $4,169,000 for the three months ended September 30, 2025, a 9.1% increase from $3,823,000 in 2024[195] Asset and Liability Management - Total assets increased by 4.18% to $1,020,125,000 as of September 30, 2025, compared to $979,244,000 at December 31, 2024[151] - Total deposits rose by 4.24% to $919,796,000, driven by inflows into money market and time deposit products[152] - Total uninsured deposits were approximately $276,000,000, or 30% of total deposits, as of September 30, 2025[174] - The Bank had no borrowings from correspondent relationships or the FHLBA as of September 30, 2025, indicating adequate liquidity[172] Capital and Equity - Stockholders' equity rose by 18.66% to $76,972,000, primarily due to retained earnings growth[177] - The Bank's Tier 1 risk-based capital ratio was 11.41%, exceeding the well-capitalized institution requirements[175] Credit Losses and Allowance - The allowance for credit losses is based on management's estimates of expected credit losses, which may differ from actual losses due to various factors[128] - The allowance for credit losses was $6,298,000 as of September 30, 2025, representing 0.95% of total loans, down from 1.09% at year-end 2024[215] - The provision for credit losses recorded was $91,000 for Q3 2025, compared to $92,000 for the same period in 2024, while a recovery of $300,000 was noted for the nine months ended September 30, 2025[214] Branch Expansion and Strategy - The Bank opened a new full-service branch in Nellysford, Virginia, in September 2025, while continuously evaluating potential new branch locations for future expansion[140] - Management expects that each new branch will become profitable within 12 to 18 months of operation, although the financial impact of each new branch cannot be predicted with certainty[141] - The Bank's expansion plans are subject to regulatory approval, and it may open additional branches in the next two fiscal years[141] Operational Efficiency - Noninterest expense for Q3 2025 increased to $9,160,000, a 4.4% rise from Q3 2024, and year-to-date expenses reached $28,441,000, up 11.1% from the previous year[205] - Total personnel expenses for Q3 2025 were $5,516,000, reflecting a 12.1% increase from $4,920,000 in Q3 2024, driven by merit increases and staffing additions[206] - The company anticipates monthly cost savings of over $40,000 from the amended core-service provider contract initiated in April 2025[211] Market Conditions and Economic Factors - The Bank's financial condition is influenced by regional economic conditions, interest rate fluctuations, and changes in real estate values in its market area[127] - The company anticipates that elevated interest rates may continue to limit refinancing activity in the near term[201] Interest Income and Margin - The net interest margin was 3.44% for the quarter ended September 30, 2025, compared to 3.16% for the same period in 2024[192] - The average interest rate on loans, including fees, rose to 5.65% in 2025 from 5.45% in 2024, showing an increase of 20 basis points[226] - The interest spread improved to 3.07% in 2025 from 2.73% in 2024, indicating enhanced profitability on interest-earning assets[228]

Financial Performance - For the three months ended September 30, 2025, net income was $0.6 million, or $0.02 per diluted share, compared to a net loss of $2.0 million, or $(0.10) per diluted share, for the same period in 2024[95]. - For the nine months ended September 30, 2025, net income was $4.7 million, or $0.22 per diluted share, compared to a net loss of $4.7 million, or $(0.24) per diluted share, for the same period in 2024[95]. - Operating income increased by $2.3 million for the three months ended September 30, 2025, compared to the same period in 2024[97]. Revenue Growth - Premium revenue increased by $8.2 million, or 18.7%, to $52.0 million for the three months ended September 30, 2025, compared to $43.8 million in the same period in 2024[96]. - The increase in premium revenue was primarily driven by the automobile liability, inland marine, and automobile physical damage lines of business[96]. - Gross earned premiums increased by $4.7 million, or 11.6%, to $45.6 million for the three months ended September 30, 2025, and by $10.8 million, or 8.9%, to $132.0 million for the nine months ended September 30, 2025, compared to the same periods in 2024[106]. - Net earned premiums increased by $6.3 million, or 38.8%, during the three months ended September 30, 2025, compared to the same period in 2024[102]. - Net earned premiums rose by $1.9 million, or 6.9%, to $29.5 million for the three months ended September 30, 2025, and by $5.4 million, or 6.6%, to $87.1 million for the nine months ended September 30, 2025, over the comparable periods in 2024[108]. Loss and Expense Management - Insurance benefits and losses incurred at American Southern increased by $4.0 million, or 28.4%, for the three months ended September 30, 2025, compared to the same period in 2024[104]. - The loss ratio for American Southern decreased to 79.8% for the three months ended September 30, 2025, from 86.2% in the same period in 2024[104]. - The loss ratio improved to 59.4% for the three months ended September 30, 2025, down from 60.9% in the same period of 2024, and decreased to 60.3% from 65.5% for the nine months ended September 30, 2025[109]. - Commissions and underwriting expenses increased by $0.8 million, or 8.5%, to $10.8 million for the three months ended September 30, 2025, and by $0.4 million, or 1.3%, to $31.2 million for the nine months ended September 30, 2025, compared to the same periods in 2024[110]. Combined Ratio - The combined ratio for American Southern improved to 97.9% for the three months ended September 30, 2025, from 109.8% in the same period in 2024[99]. - The combined ratio remained stable at 96.1% for the three months ended September 30, 2025, compared to the same period in 2024, and improved from 103.1% to 97.1% for the nine months ended September 30, 2025[106]. Investment and Financing - Investment income increased by $0.2 million, or 6.3%, during the three months ended September 30, 2025, while remaining constant for the nine months ended September 30, 2025, compared to the same periods in 2024[112]. - The Company recognized net unrealized losses on equity securities of $0.8 million during the three months ended September 30, 2025, and net unrealized gains of $2.5 million during the nine months ended September 30, 2025[114]. - Interest expense decreased by $0.1 million, or 10.4%, during the three months ended September 30, 2025, and by $0.3 million, or 10.2%, during the nine months ended September 30, 2025, compared to the same periods in 2024[115]. Capital and Liquidity - As of September 30, 2025, the Company had 55,000 shares of Series D Preferred Stock outstanding, with a stated value of $100 per share and annual dividends accruing at a rate of $7.25 per share[124]. - The Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.3 million as of September 30, 2025[124]. - Bankers Fidelity Life Insurance Company has access to credit availability of approximately $9.0 million from the Federal Home Loan Bank of Atlanta as of September 30, 2025[125]. - The Company entered into a Revolving Credit Agreement providing for an unsecured $10.0 million revolving credit facility, which was amended to extend the maturity date to March 22, 2027[126]. - The Credit Agreement requires the Company to maintain a consolidated net worth of not less than $64.2 million[126]. - As of September 30, 2025, the Company had outstanding borrowings of $4.0 million under the Credit Agreement, including accrued interest[127]. - Cash and cash equivalents decreased from $35.6 million at December 31, 2024, to $34.4 million at September 30, 2025, primarily due to net cash used in investing activities of $15.9 million[128]. - Net cash provided by operating activities was $15.2 million during the nine-month period ended September 30, 2025[128]. - The Company believes existing cash balances and expected dividends will enable it to meet liquidity requirements for the foreseeable future[129].

Revenue Performance - Total revenue for Q3 2025 decreased slightly to $7.0 million from $7.1 million in Q3 2024[3] - Year-to-date total revenue through nine months decreased slightly to $18.9 million from $19.1 million in the same period last year[9] Net Income - Net income increased to $1.1 million, or $0.22 per diluted share, compared to $0.5 million, or $0.09 per diluted share, in the same quarter last year[5] Revenue Breakdown - Verification and certification revenue was $5.6 million, up from $5.5 million, while product sales decreased to $1.2 million from $1.3 million[7] Gross Profit - Gross profit for Q3 2025 was $2.7 million, down from $2.8 million, primarily due to increased compensation and insurance expenses[4] Cash Position - Cash and cash equivalents more than doubled to $4.8 million from $2.0 million at the end of 2024[12] Stock Buybacks - Year-to-date stock buybacks totaled 116,547 shares, raising total buybacks since 2019 to 1.3 million shares valued at approximately $14.3 million[7] Growth Areas - The company experienced solid growth in pork, dairy, and egg verification activity in 2025, alongside increased demand for non-GMO, Gluten Free, Organic, and Upcycled certifications[2] Operating Expenses - Selling, general and administrative expenses decreased slightly to $2.1 million from $2.2 million due to lower marketing and trade show expenses[4] Cash from Operations - The company generated $2.3 million in cash from operations in the first nine months, down from $2.8 million in the same period last year[11]

Financial Performance - Total revenues for Q3 2025 were $29.3 million, a 19.2% decrease from $36.3 million in Q3 2024, primarily due to lower global demand for interactive flat panel displays [193]. - Cost of revenues decreased by 13.5% to $20.8 million in Q3 2025 from $24.0 million in Q3 2024, attributed to lower units sold, despite a $1.6 million increase in tariffs [194]. - Gross profit for Q3 2025 was $8.5 million, down 30.3% from $12.3 million in Q3 2024, with a gross profit margin of 29.1% compared to 33.8% in the prior year [195]. - Total revenues for the nine months ended September 30, 2025 were $82.6 million, a 26.2% decrease from $111.9 million in the same period of 2024 [201]. - Gross profit for the nine months ended September 30, 2025 was $27.4 million, down 30.9% from $39.6 million in 2024, with a gross profit margin of 33.1% compared to 35.4% in 2024 [203]. - Net loss for the nine months ended September 30, 2025 was approximately $14.1 million, compared to $11.6 million in 2024 [208]. - EBITDA for the nine months ended September 30, 2025 was $1.2 million, down from $3.0 million in 2024 [212]. - Adjusted EBITDA for the nine months ended September 30, 2025 was $1.4 million, compared to $6.0 million in 2024 [212]. Expenses - General and administrative expenses for Q3 2025 were $8.7 million, representing 29.8% of revenue, compared to $10.0 million or 27.6% of revenue in Q3 2024 [196]. - Depreciation and amortization expenses increased to $2.6 million in Q3 2025, representing 9.0% of revenue, up from $2.1 million or 5.7% of revenue in Q3 2024 [197]. - Research and development expenses for Q3 2025 were $1.1 million, representing 3.8% of revenue, compared to $1.0 million or 2.8% of revenue in Q3 2024 [198]. - General and administrative expenses for the nine months ended September 30, 2025 were $27.3 million, representing 33.0% of revenue, compared to $33.5 million or 29.9% of revenue in 2024 [204]. - Research and development expenses for the nine months ended September 30, 2025 were $3.2 million, representing 3.8% of revenue, compared to 2.8% in 2024 [206]. - Other expense, net for the nine months ended September 30, 2025 was $3.5 million, a decrease of $4.1 million from $7.6 million in 2024 [207]. Cash and Liquidity - Cash and cash equivalents as of September 30, 2025 were $11.8 million, an increase from $10.5 million in 2024, with a current ratio of 1.02 compared to 2.10 in 2024 [214]. - Net cash used in operating activities for the nine months ended September 30, 2025 was $1.8 million, slightly improved from $2.1 million in 2024 [215]. Debt and Compliance - The Company was not in compliance with its Senior Leverage Ratio and borrowing base covenants under the Credit Agreement as of December 31, 2024, and required a $2.5 million working capital bridge loan [224]. - The Company cured its borrowing base non-compliance by paying approximately $1.3 million in April and May 2025 [227]. - As of October 31, 2025, the Company was in default of certain financial and non-financial covenants and does not anticipate having the resources to pay its loan maturing on December 31, 2025 [229]. - The Company made a principal payment of $1 million on its outstanding loan balance on November 10, 2025 [230]. - The Company is actively working to refinance its existing debt and improve financial flexibility, although no agreements have been executed as of the report issuance [233]. - The Company agreed to increase its quarterly principal payment from $0.7 million to $1.0 million starting September 30, 2025, as part of the Ninth Amendment [228]. - The Company faces substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued due to significant decreases in the required Senior Leverage Ratio [232]. Strategic Focus - The company is focused on integrating products from acquired companies and expanding its reseller partner network to increase market penetration [184]. - The company aims to maintain profitability through a comprehensive plan targeting core business operations [183]. - The company operates in three segments: EMEA, Americas, and Rest of World, primarily selling education technology products [181]. - The company is subject to various risks, including substantial indebtedness and competition in the industry, which may impact future performance [176]. Compliance and Governance - The Company received a notice from Nasdaq regarding non-compliance with listing requirements but submitted a compliance plan that was accepted, regaining compliance by October 8, 2025 [234]. - Following a private placement in February 2025, the Company increased its authorized shares of Class A common stock from 3,750,000 to 25,000,000 to accommodate potential warrant exercises [235]. - The Company is required to meet target completion milestones related to its recapitalization process, with an expected completion by June 16, 2025 [225].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,109,102, driven by earnings on investments held in the Trust Account of $2,253,765 [112]. - From January 22, 2025, through September 30, 2025, the company generated a net income of $1,701,230, with total earnings on investments of $2,352,074 [113]. Initial Public Offering - The company completed its Initial Public Offering on June 26, 2025, raising gross proceeds of $215,625,000 from the sale of 21,562,500 Units at $10.00 per Unit [114]. - The company incurred $12,386,896 in costs related to the Initial Public Offering, including $4,312,500 in cash underwriting fees [115]. Investments and Cash Position - As of September 30, 2025, the company had investments in the Trust Account totaling $217,977,074, primarily in money market funds [117]. - As of September 30, 2025, the company had cash of $902,429 available for operational activities and due diligence on target businesses [118]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025 [121]. Operational Activities - Cash used in operating activities from January 22, 2025, through September 30, 2025, amounted to $398,341, influenced by compensation expenses of $372,000 [116]. - The company plans to utilize substantially all funds in the Trust Account to complete its Business Combination [117]. - The company does not anticipate needing to raise additional funds to meet its operating expenditures within the next year [120].

Financial Performance - Atlantic American Corporation reported net income of $0.6 million, or $0.02 per diluted share, for Q3 2025, a turnaround from a net loss of ($2.0) million, or ($0.10) per diluted share, in Q3 2024[2]. - For the nine-month period ended September 30, 2025, net income was $4.7 million, or $0.22 per diluted share, compared to a net loss of ($4.7) million, or ($0.24) per diluted share, in the same period of 2024[2]. - Operating income rose by $2.3 million in Q3 2025 compared to Q3 2024, and by $7.7 million for the nine-month period[3]. - Total revenue for Q3 2025 was $53.76 million, up from $44.52 million in Q3 2024, and for the nine-month period, total revenue was $159.18 million, compared to $139.18 million in the prior year[9]. Revenue Growth - Premium revenue increased nearly 12% year-to-date, driven by growth in both property & casualty and life & health segments[4]. - Insurance premiums, net, for Q3 2025 were $51.97 million, an increase from $43.78 million in Q3 2024[9]. Asset and Equity Position - Total assets increased to $430.86 million as of September 30, 2025, up from $393.43 million at the end of 2024[9]. - Book value per common share increased to $5.10 from $4.61 year-over-year[9]. Investment Gains and Future Outlook - The company reported unrealized gains on equity securities of $2.53 million for the nine-month period ended September 30, 2025, compared to a loss of ($1.62) million in the same period of 2024[9]. - The company is well-positioned to sustain profitable growth and create long-term value for shareholders[4].

Financial Performance - For the three-month period ended September 30, 2025, the company reported net income of $125,000, a slight decrease from $129,000 in the same period of 2024[120]. - Comprehensive income for Q3 2025 was $1.8 million, down from $3.8 million in Q3 2024, due to a decrease in unrealized losses on securities[129]. - The Company reported a net income of $66,000 for the nine-month period ended September 30, 2025[178]. Income and Expenses - Net interest income increased by $10,000, or 0.4%, to $2.8 million for the three months ended September 30, 2025, compared to the same period in 2024[124]. - Non-interest income rose by $217,000, primarily due to mortgage fees of $192,000 from the recently acquired VAWM[120]. - Total non-interest expenses increased by $280,000, with $139,000 attributed to increased salary and employee benefits from VAWM[120]. - Non-interest income increased to $571,000 in Q3 2025, up $217,000 from $354,000 in Q3 2024, primarily due to mortgage commissions and increased fees[128]. - Non-interest expenses rose by $280,000 to $3.3 million in Q3 2025 compared to $3.0 million in Q3 2024, driven by higher salaries and professional fees[129]. - Non-interest income rose by $171,000 to $996,000 for the nine months ended September 30, 2025, compared to $825,000 in the same period of 2024[139]. - Non-interest expense increased by $1.1 million to $9.8 million for the nine months ended September 30, 2025, compared to $8.6 million in the prior year[140]. Loans and Interest - Total average loans increased by $12.9 million, resulting in $218,000 more in interest income[124]. - The net interest margin improved to 3.24% for the three months ended September 30, 2025, up from 3.14% in the same period of 2024[124]. - Net interest income for the nine months ended September 30, 2025, was $8.1 million, a decrease of $48,000 from $8.2 million in the same period of 2024[133]. - The net interest margin improved to 3.12% for the nine months ended September 30, 2025, compared to 3.06% for the same period in 2024[133]. - Total average loans increased by $21.7 million, contributing $1.1 million more in interest income[135]. - Loans represented 59% of average earning assets in the nine months ended September 30, 2025, up from 51% in the same period of 2024[136]. Assets and Deposits - Total assets decreased by $7.2 million to $351.8 million as of September 30, 2025, compared to December 31, 2024[141]. - Total deposits increased by $19.9 million or 6.4% during the first nine months of 2025[144]. - Total deposits reached $329,069,000 on September 30, 2025, a 6.43% increase from $309,189,000 on December 31, 2024[153]. - Noninterest-bearing deposits grew by 6.57% to $107,368,000, while interest-bearing deposits increased by 6.36% to $221,701,000[153]. - Cash and cash equivalents decreased by 50.0% to $12.2 million as of September 30, 2025, down from $24.5 million at December 31, 2024[175]. Credit Losses and Allowances - For Q3 2025, the provision for credit loss allowance was $44,000, a decrease from $105,000 in Q3 2024, reflecting a $74,000 provision for loans and a $30,000 release for unfunded commitments[127]. - The allowance for credit losses was $2.57 million as of September 30, 2025, with a release of $498,000 during the nine months ended September 30, 2025[138]. - The allowance for credit losses methodology changed significantly with the adoption of ASC 326, moving from an "incurred loss" approach to an "expected loss" approach[187]. Capital and Ratios - Stockholder's equity rose by $2.91 million or 16.3% to $20.7 million as of September 30, 2025[144]. - The Bank's total regulatory capital to risk-weighted assets was 15.96% on September 30, 2025, compared to 16.40% on December 31, 2024[147]. - The Bank's Tier 1 leverage ratio was 9.67% and the total risk-based capital ratio was 15.96% as of September 30, 2025, indicating full compliance with capital adequacy guidelines[184]. - The common equity Tier 1 capital ratio was 14.82% at September 30, 2025, exceeding the minimum requirement of 4.5%[182]. - The total capital ratio was 15.96% as of September 30, 2025, compared to 16.40% as of December 31, 2024[185]. Internal Controls and Governance - The Company has implemented numerous controls to remediate a material weakness surrounding the CECL control gap, including hiring an experienced Chief Credit Officer[198]. - The Company did not design and maintain effective disclosure controls and procedures due to identified material weaknesses[196]. - The Company has not identified any material misstatements in its financial statements despite the noted weaknesses in internal controls[197]. Market and Economic Conditions - The simulation analysis indicated a modest asset-sensitive position in falling rate scenarios but a liability-sensitive position in rising rate shock scenarios as of September 30, 2025[164]. - Estimated changes in net interest income at risk were within policy limits, showing a decrease of 1% in a -200 bp scenario as of September 30, 2025[168]. - The economic value of equity increased by 10% in a -200 bp scenario as of September 30, 2025, compared to 6% on September 30, 2024[171]. Miscellaneous - No financial performance summary or user data was provided in the documents[212]. - No future outlook or performance guidance was mentioned in the documents[212]. - No information regarding new products or technology development was found in the documents[212]. - No details on market expansion or acquisitions were included in the documents[212]. - No new strategies were outlined in the documents[212].